iTunes Connect TERMS OF SERVICE

THESE TERMS OF SERVICE CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND APPLE INC. (“APPLE”) STATING THE TERMS THAT GOVERN YOUR USE OF THE ITUNES CONNECT SITE AND THE PRODUCTS AND SERVICES OFFERED THROUGH IT (“ITUNES CONNECT”). TO AGREE TO THESE TERMS OF SERVICE, CLICK “AGREE.” IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, DO NOT CLICK “AGREE,” AND DO NOT USE ITUNES CONNECT. YOU MUST ACCEPT AND ABIDE BY THESE TERMS OF SERVICE AS PRESENTED TO YOU: CHANGES, ADDITIONS, OR DELETIONS ARE NOT ACCEPTABLE, AND APPLE MAY REFUSE ACCESS TO ITUNES CONNECT FOR NONCOMPLIANCE WITH ANY PART OF THESE TERMS OF SERVICE.

1.Access. Access to iTunes Connect is provided solely as an accommodation and at Apple’s sole discretion, and is available only to (a) authorized representatives of an entity (a “Content Provider”) that has one or more valid agreements with Apple or Apple affiliates relating to the offering of the Content Provider’s materials on the iTunes Store, App Store, Mac App Store, and iBooks Store, as applicable (each, an “Agreement”) (such representatives, “Provider Representative(s)”) and (b) artists or authorized representatives of artists whose materials are offered on the iTunes Store by the Content Provider (“Artist Representative(s)”), which Artist Representatives have been granted access to iTunes Connect by the Content Provider or Apple solely for purposes of uploading and managing Artist Images. In addition, limited access to iTunes Connect for certain purposes (including delivery of materials to be offered for potential distribution pursuant to a future Agreement) is available to authorized representatives of entities that have applied, and have been invited by Apple, to enter into an Agreement. Your access to particular iTunes Connect services may be further limited by the iTunes Connect administrative user(s) for the Content Provider with which you are associated.

2.System Requirements. Use of iTunes Connect requires compatible hardware (fees may apply), Internet access (fees may apply), and certain software (fees may apply), and may require obtaining updates or upgrades from time to time. Because use of iTunes Connect involves hardware, software, and Internet access, your ability to use iTunes Connect may be affected by the performance of these factors. High speed Internet access is strongly recommended. You acknowledge and agree that such system requirements, which may be changed from time to time, are your responsibility.

3.Agreement. Your use of iTunes Connect is, if applicable, subject to the terms of any Agreement, including, without limitation, its confidentiality provisions. In the event of any conflict between these Terms of Service or any information provided on iTunes Connect, on the one hand, and any applicable Agreement, on the other hand, the terms of such Agreement shall govern.

4.Your Information. You agree to provide accurate, current, and complete information required to register with iTunes Connect and at other points as may be required in the course of using iTunes Connect (“User Data”). You hereby confirm that any User Data you already have provided to Apple (including, without limitation, in the iTunes application process or through prior use of iTunes Connect) has been accurate, current and complete. You further agree to maintain and update your User Data as required to keep it accurate, current, and complete.

5.Account and Password. As a registered user of iTunes Connect, you must establish an account (“Account”). You are solely responsible for maintaining the confidentiality and security of your Account. You may not reveal your Account information to anyone else, allow anyone else to use your Account, or use anyone else’s Account. You are entirely responsible for all activities that occur on or through your Account, and you agree to immediately notify Apple of any unauthorized use of your Account or any other breach of security. Apple shall not be responsible for any losses arising out of the unauthorized or other improper use of your Account.

6.Particular iTunes Connect Services.

1.iTunes Producer (if applicable). Use of iTunes Producer software, available for download through iTunes Connect, is subject to the license agreement presented in connection therewith, as well as these Terms of Service. In the event of any conflict between the iTunes Producer license agreement or these Terms of Service, the license agreement shall govern.

2.Apple Store. Purchases of Apple hardware and/or software or other products or services through the Apple Store, accessible through iTunes Connect, are subject to all the terms and conditions and/or terms of sale applicable to Apple Store purchases, which terms are available on or through the Apple Store site.

3.Agreements. You agree to keep confidential, and not to disclose to any third party, any proposed Agreement you download through iTunes Connect or otherwise receive from Apple. In the event either party chooses not to execute such proposed Agreement, you agree to destroy all copies thereof.

4.Images. iTunes Connect may permit you to upload certain images or other artwork related to particular artists (“Artist Images”) for worldwide use by Apple to display Artist Images in the iTunes Store and related promotional materials, and/or deliver Artist Images for display on end users’ iTunes client and related software on computers or other devices where content featuring the artist is present, including (in either case) as an image associated with the artist or a particular multi-track album featuring the artist and/or in image galleries associated with the artist or a particular multi-track album featuring the artist. You represent and warrant that:

1.you have cleared all worldwide rights, including, without limitation, any rights of publicity of any artist or other person depicted in the Artist Images, any copyrights of photographers or other third parties, and any trademark rights in marks featured in the Artist Images, that may be necessary for the use of Artist Images as set forth herein;

2.you are responsible for all worldwide royalties, fees and/or other sums (if any) payable with respect to Artist Images and their use as set forth herein;

3.the Artist Images do not violate any applicable laws or regulations; and

4.you have the authority to make the foregoing representations and warranties, provided that, if you are a Provider Representative, you make the foregoing representations and warranties on behalf of the Content Provider; and if you are an Artist Representative, you make the foregoing representations and warranties on behalf of yourself, any entity on behalf of which you are uploading the Artist Images, and the artist whom you and/or such entity represent.

7.Intellectual Property.

1.Acknowledgement of Ownership. You agree that iTunes Connect contains proprietary information and material that is owned by Apple and/or its licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright, and that you will not use such proprietary information or materials in any way whatsoever except for use of iTunes Connect in compliance with these Terms of Service. No portion of iTunes Connect may be reproduced in any form or by any means.

2.Copyrights. All copyrights in and to iTunes Connect are owned by Apple and/or its licensors.

3.Trademarks. Apple, the Apple logo, iTunes, iTunes Connect and other Apple trademarks, service marks, graphics, and logos used in connection with ITunes Connect are trademarks or registered trademarks of Apple Inc. in the U.S. and/or other countries. You are granted no right or license with respect to any of the aforesaid trademarks and any use of such trademarks.

8.Disclaimer of Warranties; Liability Limitations.

1.APPLE DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF ITUNES CONNECT WILL BE UNINTERRUPTED OR ERROR-FREE, AND YOU AGREE THAT FROM TIME TO TIME APPLE MAY REMOVE ITUNES CONNECT (OR PARTICULAR PRODUCTS OR SERVICES THEREIN) FOR INDEFINITE PERIODS OF TIME, OR CEASE TO OFFER ITUNES CONNECT IN ITS ENTIRETY, AT ANY TIME, WITHOUT NOTICE TO YOU.

2.YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, ITUNES CONNECT IS AT YOUR SOLE RISK. ITUNES CONNECT AND ALL PRODUCTS AND SERVICES DELIVERED TO YOU THROUGH ITUNES CONNECT ARE PROVIDED “AS IS” AND “AS AVAILABLE” FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT.

3.IN NO CASE SHALL APPLE, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF ITUNES CONNECT OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF ITUNES CONNECT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY PRODUCT OR SERVICE, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY PRODUCT OR SERVICE, POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA ITUNES CONNECT, EVEN IF ADVISED OF THEIR POSSIBILITY.

4.APPLE DOES NOT REPRESENT OR GUARANTEE THAT ITUNES CONNECT WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND APPLE DISCLAIMS ANY LIABILITY RELATING THERETO.

9.Indemnity. BY USING THE ITUNES CONNECT SERVICE, YOU AGREE, TO THE EXTENT PERMITTED BY LAW, TO INDEMNIFY AND HOLD APPLE, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, AND LICENSORS HARMLESS WITH RESPECT TO ANY CLAIMS ARISING OUT OF YOUR BREACH OF THESE TERMS OF SERVICE, ANY REPRESENTATIONS OR WARRANTIES MADE BY YOU HEREIN, OR YOUR OTHER IMPROPER, UNAUTHORIZED OR UNLAWFUL USE OF ITUNES CONNECT.

10.Notices. Apple may send you notice with respect to iTunes Connect by sending an email message to the email address listed in your Account contact information, by sending a letter via postal mail to the contact address listed in your Account contact information, or by a posting on iTunes Connect. Notices shall become effective immediately.

11.Governing Law. You expressly agree that the laws of the State of California, excluding its conflicts of law rules, govern these Terms of Service and your use of iTunes Connect, and that the exclusive jurisdiction for any proceeding relating in any way to your use of iTunes Connect will be the Northern District of California. You hereby waive the right to object to the foregoing choice of law, personal jurisdiction or venue.

12.These Terms of Service constitute the entire agreement between you and Apple and govern your use of iTunes Connect, superseding any prior agreements between you and Apple. If any part of these Terms of Service is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. Apple’s failure to enforce any right or provisions in these Terms of Service will not constitute a waiver of such provision, or any other provision of these Terms of Service. Apple will not be responsible for failures to fulfill any obligations due to causes beyond its control.