IMPORTANT -READ CAREFULLY THE FOLLOWING AGREEMENT BEFORE USING THE SERVICE (AS DEFINED BELOW). By selecting the “I Agree” button below, or by using the service, you (defined in this Agreement as the "CUSTOMER") agree to be legally bound by this AGREEMENT. If you do not agree to be bound by the terms of this agreement, then do not click “i agree” or use the service. Furthermore, you hereby waive any rights or requirements under any law or regulation in any jurisdiction which requires an original (non-electronic)signature or delivery or retention of non-electronic records, to the extent permitted under applicable law. If you are entering into this Agreement on behalf of a company or another legal entity, you represent that you have the authority to bind such entity and its affiliates to this Agreement, in which case the term "You" will refer to such entity and its affiliates. If the legal entity that you represent does not agree with this Agreement, you must not accept this Agreement or use the Platform.

The following terms and conditions (the “Agreement”) stipulate the terms and conditions of your access and use of the tools and services provided by Audily LLC (“Audily”), to produce, distribute and analyze audio content (“Services"). The Services are provided solely for your own use. Your use of the Services are expressly conditioned on your compliance and consent with this Agreement. By accessing or using the Services, you are indicating that you agree to be bound by this Agreement. Audily reserves the right to modify or discontinue Services or any feature or functionality thereof at any time without notice.

1. Services.

License. Subject to the terms of this Agreement, Audily shall provide Customer a limited, non-exclusive, revocable, non-sublicensable, non-transferable right to access and use the tools and Services. The Services are intended for business use. Audily is not intended for use by individuals under the age of 16. Customer’s license to utilize the Services is limited to scope and number of recordings as stated in the applicable package purchased by Customer (the “Package”). Any use of the Service other than as permitted by this Agreement or the applicable Package is strictly prohibited and will automatically terminate Customer’s rights under this Agreement. All rights and licenses not expressly granted by this Agreement are reserved by Audily.

The Services will also include any other tasks which the Parties may agree on. The Contractor hereby agrees to provide such Services to the Client.

TERM OF AGREEMENT

The term of this Agreement (the "Term") will begin on the date of this Agreement and will remain in full force and effect indefinitely until terminated as provided in this Agreement.

In the event that either Party wishes to terminate this Agreement, that Party will be required to provide 30 days' written notice to the other Party.

In the event that either Party breaches a material provision under this Agreement, the non defaulting Party may terminate this Agreement immediately and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.

6. This Agreement may be terminated at any time by mutual agreement of the Parties.

Except as otherwise provided in this Agreement, the obligations of the Contractor will end upon the termination of this Agreement.

PERFORMANCE

The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

CURRENCY

Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars).

COMPENSATION

10.

Fees. In consideration for the Services, Customer shall pay Audily a subscription fee according to Audily’s then current price list published on its website (the "Fees")and Customer authorizes Audily to charge Customer using the selected payment method. All payments shall be due and payable in advance of due date each month or in full upfront at execution of an Annual agreement. Customer's subscription will automatically renew for the same subscription period at the end of the then current subscription period. To cancel such automatic renewal Customer must unsubscribe at least 30 days prior to the end of the applicable subscription period, or as otherwise stated in the online description of the Package. Audily may suspend or discontinue Customer’s access to the Services in case of Customer’s failure to pay the Fees on the date due. All payments under this Agreement are non-refundable.

4.2

Tax. All amounts payable to Audily are exclusive of all taxes, levies or similar governmental charges, however designated, except for taxes based on the net income of Audily. If under applicable law taxes are required to be withheld, Customer shall pay Audily an amount such that the net amount after withholding of taxes shall equal the amount that would have been otherwise payable under this Agreement.

REIMBURSEMENT OF EXPENSES

11.

The Contractor will be reimbursed from time to time for reasonable and necessary expenses incurred by the Contractor in connection with providing the Services.

12. Pre-approval is not required for expenses. INTEREST ON LATE PAYMENTS

13.

Interest payable on any overdue amounts under this Agreement is charged at a rate of 3.00% per annum or at the maximum rate enforceable under applicable legislation, whichever is lower.

CONFIDENTIALITY

14.

Confidential information (the "Confidential Information") refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.

15.

The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.

16.

All written and oral information and material disclosed or provided by the Client to the Contractor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Contractor.

OWNERSHIP OF INTELLECTUAL PROPERTY

17.

All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design and trade name (the "Intellectual Property") that is developed or produced under this Agreement, is a "work made for hire" and will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.

18.

The Contractor may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client. The Contractor will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property.

Copyright Policy. Audily respects the intellectual property rights of others. It is Audily’s policy to respond expeditiously to any claim that Content created using our Services infringes on the copyright or other intellectual property rights(“Infringement”) of any person or entity, and in appropriate circumstances and at Audily’s discretion, to disable or terminate the accounts of users who repeatedly infringe the copyrights of others.

Privacy. Exercise of the rights and licenses granted hereunder shall be subject to Audily’s Privacy Policy, currently available at Audily.com, which is incorporated by reference herein. Customer shall comply with the privacy policy terms and any applicable privacy laws.

RETURN OF PROPERTY

19.

Upon the expiration or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.

CAPACITY/INDEPENDENT CONTRACTOR

20.

In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service. The Client is not required to pay, or make any contributions to, any social security, local, state or federal tax, unemployment compensation, workers' compensation, insurance premium, profit-sharing, pension or any other employee benefit for the Contractor during the Term. The Contractor is responsible for paying, and complying with reporting requirements for, all local, state and federal taxes related to payments made to the Contractor under this Agreement.

RIGHT OF SUBSTITUTION

21.

Except as otherwise provided in this Agreement, the Contractor may, at the Contractor's absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of the Contractor under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services.

22.

In the event that the Contractor hires a sub-contractor:

• the Contractor will pay the sub-contractor for its services and the Compensation will remain payable by the Client to the Contractor.

• for the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of the Contractor.

AUTONOMY

23.

Except as otherwise provided in this Agreement, the Contractor will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. The Contractor will work autonomously and not at the direction of the Client. However, the Contractor will be responsive to the reasonable needs and concerns of the Client.

EQUIPMENT

24.

Except as otherwise provided in this Agreement, the Contractor will provide at the Contractor’s own expense, any and all tools, machinery, equipment, raw materials, supplies, workwear and any other items or parts necessary to deliver the Services in accordance with the Agreement with exception of remote recording equipment unless otherwise negotiated in a separate agreement.

NO EXCLUSIVITY

25.

The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.

CONTENT

26. License to Audily. Customer hereby grants Audily e limited, non-exclusive license to use, copy, publicly perform and display and reproduce any materials used or uploaded by Customer when using the Services (the “Content”) solely to the extent required for Customer's use of the Service and related services. Customer acknowledges and agrees that Riverside will not be liable for any Content and any use thereof, including, without limitation, for any errors or omissions, or for any infringement of third party's rights, loss or damage of any kind incurred as a result of the use or display of any Content. The Content is and shall remain Customer's property and shall be used at Customer's sole and absolute responsibility. The Services are not intended to be used as storage, backup or archiving services. It is the Customer’s responsibility to back up the Content and the Customer is responsible for any lost or unrecoverable Content. Audily does not screen Content and is not responsible for any use of the Content.

27. Warranties and Covenants. Customer here by warrants, represents and covenants that: (i) the copying, uploading and use of the Content does not infringe upon any third party's rights, including intellectual property rights, publicity rights and privacy rights; (ii) it has fully complied with any third-party licenses, permits and authorizations required in connection with the Content; (iii) the Content does not contain any viruses, worms, Trojan horses or other harmful or destructive code or content; (iv) the Content is not defamatory, pornographic, or otherwise inappropriate as determined by Audily at its sole discretion; and (v) the Content is not illegal or violent illegal activity. Audily may review and delete or prevent the delivery of any Content that, in its sole judgment, violates this Agreement or any applicable law or regulation, or is otherwise objectionable.

28.

Content on Third Party Websites. Customer shall not, nor shall Customer allow, assist, authorize or encourage any third party to use the Services on any website or other form of media that is unsuitable. Unsuitable sites include sites that include content that is in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable, including by way of example: (i) promote or contain sexually explicit materials, libelous or defamatory materials; (ii) contain speech or images that are hateful, threatening, harmful, defamatory, libelous, harassing or promote discrimination; (iii) promote or undertake illegal sale of firearms, hacking or cracking or any illegal activity; or (iv) infringe intellectual property rights of third parties or contain any spyware, adware or other unwanted threats. It is Customer’s duty to ensure at all times that each website is suitable. Audily may terminate this Agreement at any time if Audily determines, in its sole discretion, that any website is unsuitable.

INDEMNIFICATION

29.

Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted

successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.

MODIFICATION OF AGREEMENT

30.

Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.

TIME OF THE ESSENCE

31.

Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.

ASSIGNMENT

32.

The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.

ENTIRE AGREEMENT

33.

It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

ENUREMENT

34.

This Agreement will ensure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.

TITLES/HEADINGS

35.

Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

GENDER

36.

Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

GOVERNING LAW

37.

This Agreement will be governed by and construed in accordance with the laws of the State of Texas.

SEVERABILITY

38.

In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

WAIVER

39.

The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.