The RedAntenna Standard Agreements

By signing up for at RedAntenna MiniShop you agree to the following standard agreements.

The MiniShop Terms of Service Agreement and The Music Publishers Distribution Agreement.

You do not give any ownership rights or other rights to your music in these agreements and you can terminate either or both agreements at ANYTIME.

Feel free to contact RedAntenna by phone on +45 43330600 or by email to support@redantenna.com, if you have questions or comments.

Please read these Agreements carefully. The agreements will become contracts that is legally binding on YOU and MinMusik Butik Aps, Filosofgangen 21,3. DK-5000 Odense C, CVR: 33368356.

The “Effective Date” of the Agreements are the dates on which you signup for a RedAntenna MiniShop. We have the right to modify the agreements from time to time as we state in “Modifications to service and prices”, and you will have the right to reject any modifications we want to make by terminating the Agreements without notice. References to “us” or “we” anywhere in this contract means Min Musik Butik A/S.

You will see certain capitalized terms in the Agreements, and those terms are defined in on the following pages. After accepting these agreements we will send you the login and password for your REDANTENNA ACCOUNT. You will be able to access our “REDANTENNA DASHBOARD” to grab your MINISHOP EMBED CODE and to REGISTER your products in the central REDANTENNA PRODUCT REGISTRY. You will also be able to set and modify the prices and other sales terms that govern the sale and distribution of your products in the PRODUCT USE TERMS, which you can access from the Dashboard. Modifications to the Service and Prices: o Prices, terms and all other conditions for using RedAntenna, governed by the RedAntenna agreements are subject to change upon 30 days notice from RedAntenna. Such notice may be provided at any time by posting the changes to the RedAntenna Site (RedAntenna.com/legal) and by email notification sent to the account holders registered email and you will have the right to reject any modifications we want to make by terminating the Agreements without notice. o If you do not consent to any such proposed changes your sole recourse will be to terminate this Agreement by written notice to us, and your failure to do so within ten (10) days of the date of any such change notice in the Enabling Interface will constitute your acceptance of such changes. o It is the account holders responsibilities to keep the account contact information up to date. o RedAntenna reserves the right at any time to time to modify or discontinue, the Service (or any part thereof) with a notice. o RedAntenna shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service or products. What The Capitalized Words Mean. The following capitalized terms will have the following meanings for purposes of these Agreements: o “REDANTENNA ACCOUNT” means your unique account with RedAntenna. The account holds the contact and financial information needed by RedAntenna to communicate and make pay-out to you. You must have a bank account attached to get a username and login to get money paid out.. o “DASHBOARD” Once you login to your account you get to the RedAntenna Dashboard. This is you control center, where you can see stats about you shops, your earnings and make changes to the product use terms in the REDANTENNA Registry. o “MINISHOP EMBED CODE” is the code, which you get from RedAntenna. You must insert this code into the websites on which you want the MiniSHop to appear. o “REGISTRATION” means a REDANTENNA music publisher affirmative indication in the REDANTENNA Registry with respect to particular Digital Masters that such REDANTENNA music publisher owns or controls such Digital Masters. “Register” or “Registered” will have correlative meanings, and “Unregistered” means a Digital Master that has not been Registered. o “REDANTENNA REGISTRY” means our collection and maintenance of all information and records processed and compiled by us (including without limitation aggregate metadata, Digital Masters, Artwork, Registrations and your Use Terms and the use terms of third parties) 3 in a form available for access by REDANTENNA music publishers and REDANTENNA Enabled Retailers through the REDANTENNA dashboard. o “PRODUCT USE TERMS” means the rules you establish in the REDANTENNA Registry which govern the Exploitation or prohibition against Exploitation of your Content by third parties, including Retailers approved by you. o “ARTWORK” means album cover artwork for your Content, and any other artwork relating to your Content you provide to us. All such artwork will be deemed to have been cleared by you for all purposes unless you otherwise notify us. o “PRODUCTS” means sound recordings [including any and all musical compositions (“Compositions”) embodied therein] that you register in the REDANTENNA Registry for Exploitation. All products must be owned or controlled by you and/or have been licensed by you for all purposes and rights granted and authorized in these Agreements. No Digital Master of your products may exceed fifteen (15) minutes of playing time or include an interpolation of multiple recordings (e.g., a “DJ Mix”). o “DIGITAL MASTER” or “”DIGITAL MASTERS” means a copy or copies of your Content in digital form. Digital Masters may include metadata associated with a Digital Master (such as song title, artist name, running time, identifiers [e.g., ISRC] and other information customarily associated as metadata in the online music business in the country concerned), and Artwork. o “END USER” means a person who accesses or receives your product via a Retailer or your the REDANTENNA shop. o “EXPLOITATION” or “EXPLOIT” means the sale, license, digital transmission, editing, marketing and/or distribution of one or more Digital Masters, including any and all reproductions made and distributed of any and all Digital Masters. o “RETAILER” means other RedAntenna Shop retailer that markets, distributes or sells the products of a REDANTENNA music publisher. o “Services” means the services provided by us as described in these Agreements and other materials provided or made available to you by us. o “REDANTENNA MUSIC PUBLISHER” means a party (including you) with which we have a contractual relationship pursuant to which such party permits the Exploitation of their Content. o “REDANTENNA SHOP” means an online shop, such as one that you create by means of the REDANTENNA, that provides a sales and/or distribution opportunity for your products that you have Registered whereby such shop may be inserted into any product or service that has the capability of rendering html (such as, by way of example only, and not limitation, a web page) after you have enabled the functionality. o “TERRITORY” means the countries of the world designated by you in the Enabling Interface (the default Territory being the world), provided, that we may elect to make the REDANTENNA Store available on a more limited basis. PART 1: ( You must sign this agreement to get a MiniShop) MiniShop Retailers License Agreement The MiniShop Service Your MiniShop is connected to the REDANTENNA NETWORK and REDANTENNA PRODUCT REGISTRY (“registry”) and allows the MINISHOP RETAILER (“retailer”) to sell up products, which are registered in the registry, through an embeddable MiniShop with an integrated payment gateway. Each product can consist of multiple products and sub-products, for example like the product “Albums” have the sub-products “single tracks”. The product can be put into a virtual shopping cart and paid for with Visa, Mastercard and other local creditcards, and thereafter downloaded. This agreement include; Admin interface o 1 REDANTENNA RETAILER ACCOUNT o Login and Password for REDANTENNA DASHBOARD. ( See statistics about your MiniShop) Personalized Design o Access create your personalized MiniShop design by using the MINISHOP DESIGN EDITOR. Delivery o Your Custom MiniShop Embed Code Technical Support o Free email support (first come first served principle.) Products in the MiniShop o The retailer can add own products to the MiniShop by registering them in the REDANTENNA PPRODUCT REGISTRY and/or choose to sell products made available for resale by other REDANTENNA MUSIC PUBLISHERS (‘publishers”) in the registry. Earnings o How much the retailer earns, depends on the END-USER PRICE set by the retailer and the commission the retailer may choose to offer 3rd party resellers. o Other factors such as transaction specific license fees (KODA/NCB) and transaction costs vary. o RedAntenna reserve the right to modify these calculations as with the same notice as listed in on page 3. o If you are both the retailer and publisher of a product you will earn 100% of the NET PROFITS (“profits”) from a sale. o RedAntenna does not make any money from the sales, but administrate the cost and fees to the payments gateway and KODA/NCB on behalf of the retailer. You Set The Prices and We Send You Statements and Payments Each Month. o RedAntenna will make monthly pay-outs to RedAntenna Accounts with an earning of over 150 DKK. The payout will be done the Account holders Danish bank account. If retailer has a bank account in another the retailer will pay the added costs of making an international money transfer. o If the account holder has not earned 150 DKK in a month, the earnings will be transferred and paid out in the month where the account holder reaches 150 DKK. KODA/NCB Agreement included ( Only FOR KODA MEMBERS) o o o The retailer will by signing up accept this agreement and be be included in RedAntenna’s master agreement with KODA/NCB and must at all times comply the terms and conditions of use outlined in the KODA/NCB general conditions. There is no monthly minimum fees for the retailer and the 30 second pre-listens are authorized by KODA/NCB. The retailer can sell up to 10.000 downloads annually under this agreement. KODA/NCB will contact the retailer to make a direct agreement if the retailer gets more that 10.000 annual downloads. PENSIO Payment Gateway Agreements Included o The retailer will upon signature of this agreement be included in RedAntenna’s master agreement with www.Pensio.com and must at all times comply the terms and conditions of use outlined in pensio.com general conditions. Price and Service o RedAntenna will charge you 99 DKK or $19.95 USD to complete the MiniShop signup. o RedAntenna will automatically charge the retailers card upfront for 3 month subscription after the 14 days trial and activate the retailers subscription. Retailers subscription will hereafter automatically be charged every 3 months, until the retailer cancels your MiniShop. o The subscription price depends on the choosen plan. See the prices on http://www.redantenna.com/prices o Retailers have two weeks after renewal to bring up and settle any issues with the billing. o A confirmed identity and valid credit card is required for accounts to be able to process orders using the pensio payment gateway. RedAntenna will use this credit card to deposit your earnings to and to charge subscription renewals. o RedAntenna does not provide refunds. o RedAntenna will send you an email Iy, so some reason, our charge to your debit og creditcard is not successful. Installation It is the retailers responsibility to verify that the embed code is compatible with the websites, where the shop needs to be installed. The retailer can grad a test-embed-code from RedAntenna.com to verify this prior to signup and payment. Account Terms o You must be 18 years or older to use this Service. o You must provide your full legal name, current address, a valid email address, and any other information needed in order to complete the registration process. o You are responsible for all activity, content (products, data, graphics, photos, links) and clearing of appropriate rights for all that is uploaded under your RedAntenna account. RedAntenna is not responsible for this. o You are responsible for keeping your password secure. RedAntenna cannot and will not be liable for any loss or damage from your failure to maintain the security of your account and password. o You may not use the RedAntenna service for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction, including but not limited to copyright laws. o You must not transmit any worms or viruses or any code of a destructive nature. o A breach or violation of any of the Account Terms as determined in the sole discretion of RedAntenna will result in an immediate termination of your services. Cancellation and Termination: o You may cancel your MiniShop at anytime by emailing support@redantenna.com with the subject “Terminate MiniShop” o Once your MiniShop account is cancelled all of your products will be still be available in the RedAntenna Registry under the USE TERMS you have set. If you wish to unauthorize and/or deleted your content from the RedAntenna Registry you must write support@redantenna.com with the subject “Terminate product” or do it in the Dashboard. o Termination of the MiniShop can be done without notice, but RedAntenna will not refund the monthly fee for unused pre-paid months. o We reserve the right to modify or terminate the RedAntenna service for any reason, without notice at any time. o Fraud: Without limiting any other remedies, RedAntenna may suspend or terminate your account if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with RedAntenna. General Conditions: o You must read, agree with and accept all of the terms and conditions contained in this User License Agreement and the Privacy Policy before you may become a member of RedAntenna. o We do not claim any intellectual property rights over the material you provide to the RedAntenna service. All material you upload remains yours. You can remove your RedAntenna store at any time by deleting your account. This will not remove all content you have registered on the registry. o By uploading images and item description content to RedAntenna.com, you agree to allow other internet users to view them and you agree to allow RedAntenna to display, play and store them and you agree that RedAntenna can, at any time, review all the content submitted by you to its Service o You retain ownership over all content that you submit to a RedAntenna Shop however, by making your store public, you agree to allow others to view your content. o RedAntenna does not pre-screen Content and it is in their sole discretion to refuse or remove any Content that is available via the Service. o We reserve the right to modify or terminate the Service for any reason, without notice at any time. o We reserve the right to refuse service to anyone for any reason at any time. o Your use of the Service is at your sole risk. The Service is provided on an ”as is“ and ”as available“ basis without any warranty or condition, express, implied or statutory. o RedAntenna does not warrant that the service will be uninterrupted, timely, secure, or error- free. o RedAntenna does not warrant that the results that may be obtained from the use of the service will be accurate or reliable. o You understand that your Content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit Card information is always encrypted during transfer over networks. o We may, but have no obligation to, remove Content and Accounts containing Content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service. o RedAntenna does not warrant that the quality of any products, services, information, or other material purchased or obtained by you through the o Service will meet your expectations, or that any errors in the Service will be corrected. o You expressly understand and agree that RedAntenna shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting from the use of or inability to use the service. o In no event shall RedAntenna, it owners, management, staff or our suppliers be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with our RedAntenna, our services or this agreement (however arising including negligence). You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, RedAntenna partners, officers, directors, agents, and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of this Agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party. o Technical support is only provided to paying account holders and is only available via email. o You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission by RedAntenna. o Verbal or written abuse of any kind (including threats of abuse or retribution) of any RedAntenna customer, RedAntenna employee, member, or officer will result in immediate account termination. o The failure of RedAntenna to exercise or enforce any right or provision of the License Agreement shall not constitute a waiver of such right or provision. The License Agreement constitutes the entire agreement between you and RedAntenna and governs your use of the Service, superseding any prior agreements between you and RedAntenna (including, but not limited to, any prior versions of the License Agreement). o Questions about the terms of service agreement should be sent to support@RedAntenna.com. PART 2: ( Allow us to handle and sell your music) Music Publisher Distribution Agreement: By Signing up for the RedAntenna MiniShop your agree the following agreement. Your content will be available for sale and/or pre-listen streaming in your own RedAntenna shop AND additionally in the entire REDANTENNA NETWORK. All sales and/or pre-listen streamings in the RedAntenna network will be subject to the PRODUCT USE TERMS, hereunder territories and prices, you have listed in the REDANTENNA REGISTRY. If you do not want to allow other Shops in the RedAntenna network to sell you products, you must opt out by changing the PRODUCT USE TERMS in the “Dashboard”. Rights So We Can Handle Your Music o When signing up for a MiniShop, you appoint RedAntenna as your non-exclusive authorized representative for the promotion and sale of your products in accordance with the terms you designate in the PRODUCT USE TERMS in the REDANTENNA REGISTRY. In this agreement, you grant to us the right, to: o You give RedAntenna non-exclusive rights to digital distribute, sell and promote your content and rights to use your names to promote your content in your RedAntenna shop. o Distribute by digital transmission, Digital Masters of your products as “singles”, “albums” or other “bundles”, on-demand pre-listen streams, or other configurations of Digital Masters used in the online music business and to deliver those configurations of Digital Masters to End Users. The products are always subject to the rules you set on the product level called PRODUCT USE TERMS listed in the REDANTENNA REGISTRY; o Edit and distribute, portions of products (“pre-listens clips”) (that we can create) for public playback designed to have potential purchasers buy permanent downloads of your products; o RedAntenna must always have written permission for any use of your products, artwork or names to be used in marketing or PR outside of the RedAntenna Shop Network and/or REDANTENNA.COM, o Unless otherwise specified by you in the PRODUCT USE TERMS in the REDANTENNA REGISTRY. o Reproduce and convert your product into Digital Masters, including creating “Acoustic Fingerprint(s)” of each Digital Master (and the Composition embodied in each Digital Master) for all of your products, storing that Acoustic Fingerprint and your metadata for that Acoustic Fingerprint in the REDANTENNA REGISTRY, and to use that Acoustic Fingerprints and your metadata to provide Services to you or to others, even after this Agreement has ended; o You will have the right at any time during the Term of this agreement here of to modify the USE TERMS of your products, or to withdraw or terminate your registered products by updating your USE TERMS in the REDANTENNA Dashboard. We strive to, but can not guarantee to implement modifications to your Use Terms within approx. 72 hours, as we make updates to the REDANTENNA REGISTRY. To be clear, this modification of your Use Terms applies only to your Registered products and not to products that you have not registered in the REDANTENNA Registry. The foregoing will not limit your responsibility for sales and other uses of your products and/or Artwork occurring prior to the implementation of such change and will not limit in any way change the rights of End Users who have downloaded your products or Artwork. Allow Others Sell Your Music On Your Terms o You give RedAntenna non-exclusive rights to digital distribute, sell and promote your content and rights to use your names to promote your content in all shops in the RedAntenna network, unless you tell us not to. o You authorized all RedAntenna shops to distribute, promote and sell you products according to the USE TERMS set by you in the REDANTENNA REGISTRY. You must unauthorize this by changing the PRODUCT USE TERMS in the Dashboard, if you wish exclusively to sell a product from your own shop. o Any additional Digital Masters that you register will be automatically made available to the entire RedAntenna Shop network unless you opt out in the Dashboard. Termination and Modification o You can terminate this agreement and terminate and/or modify the products use terms at anytime without any notice. o The time period that this Agreement is in effect begins on the Effective Date and continues as long as your products are Registered in the REDANTENNA Registry (“Term”). You may terminate this Agreement at any time by contacting us at support@redantenna.com with the subject line “Termination of products”. Once we receive the request we strive to, but cannot guarantee, that the content is taken down with 72 hours. We can terminate this Agreement at any time by sending you a notice of our intention to terminate to your contact email listed in your RedAntenna Account. o You will have the right at any time during the Term to modify prices and territories of your Registered products, or to withdraw your registered products by updating your Use Terms in the Dashboard. ”. Once we receive the request we strive to, but cannot guarantee, that the product update is implemented in the REDANTENNA REGISTRY within 72 hours. To be clear, such modification of your Use Terms applies only to your Registered products and not to products that you have not Registered in the REDANTENNA Registry (“Unregistered Content”). The foregoing will not limit your responsibility for sales and other uses of your products and/or Artwork occurring prior to the implementation of such change and will not limit in any way the rights of End Users who have downloaded your product or Artwork. You Own Your Content. We Own Our Data. o Again, we want to stress that by accepting this Agreement you are NOT transferring any ownership rights of any kind to any of your copyrights (song or sound recording) and no provision of, or potential ambiguity in, this Agreement will be construed by anyone to transfer any ownership rights in your copyright to us. However, we are the sole owner of all data we observe or collect during or after the Term as part of providing the Services, including Acoustic Fingerprints, transaction data, file-share requests, file transfers, search requests, other shared materials, customer geographic and demographic information. o If you find an unauthorized version of your products in a Redantenna shop, you understand and agree that the distribution of Unregistered versions of your products are solely up to each music publisher and retailer and is not in our control. You, and not us, are solely responsible to pay all costs for and to bring and prosecute any and all claims, involving your products or otherwise, against a retailer in the RedAntenna network, or the owner, operator, or host of a web site which contains a RedAntenna Shop. You understand and agree that we assume no obligation to enforce your rights. Enforcement of your rights is solely your responsibility. You Set The Prices and We Send You Statements and Payments Each Month. o RedAntenna will maintain a unified account (a “proceeds account”) attached to your RedAntenna Account into which we will deposit net proceeds derived from sales of Digital Masters. RedAntenna does not earn any commissions from sales. The net deposit is calculated from the PUBLISHED PRICE TO DEALER (“PPD”) set by you in the USE TERMS. For the avoidance of doubt, you, and not us or our designees, will be responsible for setting your PPD. o Payment to You: During the Term, we will deposit into your proceeds account all of your net proceeds received by us on a monthly basis, no later than fourteen (14) days following the end of each calendar month. We will hold payment until the following month if the total amount due to your RedAntenna account is not more than one hundred fifty DKK (150.00DKK). Our accountings will show, in reasonable detail, the name of the artist, the name and quantity of your Digital Masters sold during each month and together with the applicable wholesale price and total net proceeds payable for your Content. For sales through other REDANTENNA shops, we will not be obligated to provide the identity of the host of any particular REDANTENNA retailer. Some Promises You and We Need To Make. o Upon Signature of this contract you promise us that you have all rights necessary to give us your products, Artwork and associated metadata, all at your sole cost and expense. You understand and agree that the only sums we are required to pay to you in connection with any and all Exploitations of your Content, Artwork or metadata will be the PPD therefore less any and all sums you are required to pay to us under this Agreement. You will be responsible for and will pay (i) any sums due to artists, authors, co-authors, copyright owners and co-owners, producers and any other record royalty participants from sales or other uses of Digital Masters; (ii) all sums payable in connection with the Compositions derived from sales or other uses of Digital Masters, (iii) for any rights, consents, or royalties payable to third-parties in connection with the delivery, encoding, transcoding, encrypting, use and/or distribution of Content; (iv) all payments that may be required under any collective bargaining agreements applicable to you or any third party, and (v) any other monies payable with respect to Exploitations of your Content, and Artwork, metadata and any other materials provided by you to us. You further agree to be bound to the terms of REDANTENNA’s “Dispute Resolution and First Registrant Rule” located at www.redantenna.com/disputes. You agree that you will not, and will not attempt to, challenge the Registration of any content that you do not own and control. o You represent and warrant that you have the full authority to act on behalf of any and all owners of any right, title or interest in and to your Content or Artwork; and that you own or control all rights necessary in order to grant to us the rights and promises you grant to us under this Agreement, that the exercise of such rights, licenses and permissions by us and our Retailers and licensees will not violate or infringe the rights of any third party. o Each party represents and warrants that it has full authority to enter into and fully perform its obligations under this Agreement and has obtained all necessary third-party consents, licenses and permissions necessary to do so; and neither party will not act in any manner which conflicts or interferes with any existing commitment or obligation of such party, and that no agreement previously entered into by such party will interfere with such party’s performance of its obligations under this Agreement; and that each party represents and warrants that it will perform their obligations hereunder in compliance with any applicable laws, rules and regulations of any governmental authority having jurisdiction over such performance. All The Other Things A Contract Need To Have. o Modification: we reserve the right to change all or part of this Agreement. Notice of any such changes will be provided by the email registered with your RedAntenna Account. If you do not consent to any such proposed changes your sole recourse will be to terminate this Agreement by written notice to us, and your failure to do so within ten (10) days of the date of any such change notice in the Enabling Interface will constitute your acceptance of such changes. o Effect of Termination: the expiration of the Term of this Agreement will not relieve either party from their respective obligations incurred prior to or during the Term. Accordingly, the provisions of this Agreement will continue to apply even after the expiration of the Term. o Indemnification: if we receive a claim that our distribution of your Content or Artwork or any other materials provided or authorized by you violates any third party rights, you agree to fully indemnify and hold us harmless, and upon our request, defend us and our licensees and affiliates (and their respective directors, officers and employees) from and against any and all losses, liabilities, damages, costs or expenses (including reasonable attorneys’ fees and costs) concerning any such claim. Accordingly, you agree to reimburse us and our licensees and our affiliates on demand for any payments made in resolution of any liability or claim that is subject to indemnification under this Paragraph. You agree that your consent will not to be unreasonably withheld. We will promptly notify you of any such claim, and by obtaining, posting and maintaining an adequate bond for our benefit you may assume control of the REDANTENNA defense of such claim, provided that we will have the right in all events to participate in the defense thereof. Additionally, you agree to indemnify, defend, and hold us harmless from and against anything including all losses or liabilities (including reasonable attorneys’ fees, costs, and expenses) arising out of any claims by a Retailer that relates to your withdrawal of your Content (such as claims alleging unfair business practices, or price discrimination). o Additional Services: If you breach this Agreement or otherwise act in a manner that we determine, in good faith, requires us to provide additional services we do not customarily provide in the normal course of its business, we will notify you that we intend to render such services, and we reserve the right to charge you our standard rate price for the time and materials required to complete such additional services. o The parties agree and acknowledge that the relationship between the parties is that of independent contractors. This Agreement will not be deemed to create a partnership or joint venture, and neither party is the other’s agent, partner, or employee. o This Agreement contains the entire understanding of the parties relating to the subject matter hereof, and supersedes all previous agreements or arrangements between the parties relating to the subject matter hereof. This Agreement cannot be changed or modified except as provided herein. A waiver by either party of any term or condition of this Agreement in any instance will not be deemed or construed as a waiver of such term or condition for the future, or of any subsequent breach thereof. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable, such determination will not affect any other provision hereof, and the unenforceable provision will be replaced by an enforceable provision that most closely meets the commercial intent of the parties. o This Agreement will be binding on the assigns, heirs, executors, personal representatives, administrators, and successors (whether through merger, operation of law, or otherwise) of each of the parties. o Except as otherwise provided for herein, any notice, approval, request, authorization, direction or other communication under this Agreement will be given in writing and will be deemed to have been delivered and given for all purposes on the delivery date if sent by electronic mail to the addresses provided to and by you upon registration, or as properly updated. Congratulations with Your New MiniShop….