Metal-3

Sale of Goods Agreement for
SikkSounds Productions, LLC

Sale of Goods Agreement

This Sale of Goods Agreement, dated as of (this “Agreement”), is entered into between SikkSounds Productions, LLC, a Pennsylvania company (“Seller”), and the buyer (“Buyer”, and together with Seller, the “Parties”, and each, a “Party”), and is made effective upon the Buyer’s purchase of the Seller’s music track(s).

WHEREAS, Seller is in the business of selling music tracks; and
WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer the
Goods.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Sale of Goods. Seller shall sell to Buyer and Buyer shall purchase from Seller the goods set forth on Exhibit A (the “Goods”) in the quantities and at the Prices (as defined in Section 7) and upon the terms and conditions set forth in this Agreement. 2. Delivery.

(a) The relevant product will be made available for download by Buyer upon successful completion of Buyer’s payment.

(b) Seller is not responsible for delays outside our control. If Seller’s supply of any Products is delayed by an event outside Seller’s control, Seller will take steps to minimize the effect of the delay. However, this should not in any way be construed as an assumption of liability for delays caused by the event.

3. Intellectual Property Rights. Subject to the requirements of Section 3, Seller hereby irrevocably assigns and transfers to Buyer all of Seller’s title, interest, and rights in and to the Goods, including, without limitation, all copyrights and any other intellectual property rights embodied therein. To the extent that any third-party intellectual property is incorporated into the Goods, Buyer’s rights to any such third-party intellectual property shall be no greater that those currently held by Seller. For the avoidance of doubt, this assignment and transfer shall encompass only the rights reasonably necessary for the Buyer’s unencumbered exploitation of the Goods, and shall not extend to the rights related to Seller’s trade name, Seller-produced marketing materials, Seller’s moral rights, and any other such rights

4. Credit. Under no circumstances shall Buyer claim authorship of the Goods. Any subsequent agreement between Buyer and any third party for the sale, license, or other disposition of the Work, shall require that the Work be attributed and credited to the Seller as set forth in this Section 4. The credits for the work shall appear as follows, or in substantially similar form:
Created by SiKKSounds Productions, LLC.

5. Prices and Payment Terms. (a) All prices posted on this Site are subject to change without notice. The price charged for a product or service will be the price in effect at the time the order is placed and will be set out in Buyer’s order confirmation email. Price increases will only apply to orders placed after such changes. Posted prices do not include taxes or charges for shipping and handling. All such taxes and charges will be added to Buyer’s merchandise total and will be itemized in Buyer’s shopping cart and in Buyer’s order confirmation email. Seller reserves the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.

(b) Terms of payment are within Seller’s sole discretion and, unless otherwise agreed by Seller in writing, payment must be received by Seller before Seller’s acceptance of an order. Payments for any purchase shall be in the form of credit card or debit card payment. Buyer represents and warrants that (i) the credit card information Buyer supply to us is true, correct, and complete, (ii) Buyer is duly authorized to use such credit card for the purchase, (iii) charges incurred by Buyer will be honored by Buyer’s credit card company, and (iv) Buyer will pay charges incurred by Buyer at the posted prices, including all applicable taxes, if any.

6. No Setoff. Buyer shall not, and acknowledges that it will have no right, under this Agreement, any other agreement, document or law, to withhold, offset, recoup or debit any amounts owed (or to become due and owing) to Seller or any of its affiliates, whether under this Agreement or otherwise, against any other amount owed (or to become due and owing) to it by Seller or its affiliates, whether relating to Seller’s or its affiliates’ breach or non-performance of this Agreement or any other agreement between Buyer or any of its affiliates, and Seller or any of its affiliates, or otherwise.

7. Warranties.

(a) Seller warrants to Buyer that the Goods will materially conform to Seller’s published specifications in effect as of the date of this Agreement.

(b) Seller warrants to Buyer that, to the best of Seller’s knowledge, (i) the Goods shall not infringe on the intellectual property or other rights of any third party; (ii) to the extent that any third-party intellectual property is incorporated into the Goods, Seller has taken necessary steps to prevent Buyer from becoming subject to any claim or restriction arising from any intellectual property rights related to the aforementioned third-party intellectual property; and (ii) there are no restrictions or limitations on the use of the Goods by Buyer.

(c) EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 7(A) and Section 7(B), SELLER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; OR (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.

(d) The Seller shall not be liable for a breach of the warranty set forth in this Section 7 unless: (i) Buyer gives written notice of the defect, reasonably described, to Seller within 7 (seven) days of the time when Buyer discovers or ought to have discovered the defect; (ii) Seller is given a reasonable opportunity after receiving the notice to examine such Goods; and (iii) Seller reasonably verifies Buyer’s claim that the Goods are defective.

(e) Subject to Section 7(c) above, with respect to any such Goods, Seller shall, in its sole discretion, either: (i) repair or replace such Goods (or the defective part) or (ii) credit or refund the price of such Goods.

(f) THE REMEDIES SET FORTH IN SECTION 7(D) SHALL BE THE BUYER’S SOLE AND EXCLUSIVE REMEDY AND SELLER’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN THIS SECTION 7. 8. Limitation of Liability.

(a) IN NO EVENT SHALL SELLER BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, OR IN CONNECTION WITH ANY BREACH OF THIS AGREEMENT, REGARDLESS OF
(A) WHETHER SUCH DAMAGES WERE FORESEEABLE,
(B) WHETHER OR NOT SELLER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,
(C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND
(D) THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

(b) IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE GOODS SOLD HEREUNDER.

9. Compliance with Law. Buyer is in compliance with and shall comply with all applicable laws, regulations, and ordinances. Buyer has and shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations
under this Agreement.

10. Indemnification. Buyer shall indemnify, defend and hold harmless Seller and its officers, directors, employees, agents, affiliates, successors and permitted assigns (collectively, “Indemnified Party”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, fees and the costs of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers, awarded against Indemnified Party in a final non-appealable judgment, arising out of or resulting from any claim of a third party arising out of or occurring in connection with the products purchased from Seller or Buyer’s negligence, willful misconduct or breach of this Agreement. Buyer shall not enter into any settlement without Seller’s or Indemnified Party’s prior written consent.

11. Termination. In addition to any remedies that may be provided in this Agreement, Seller may terminate this Agreement with immediate effect upon written notice to Buyer, if Buyer: (i) fails to pay any amount when due under this Agreement; or (ii) has not otherwise performed or complied with any of the terms of this Agreement, in whole or in part.

12. Confidential Information. All non-public, confidential or proprietary information of Seller, including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Seller to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as. “confidential,” in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized by Seller in writing. Upon Seller’s request, Buyer shall promptly return all documents and other materials received from Seller. Seller shall be entitled to injunctive relief for any violation of this Section. This Section shall not apply to information that is:
(a) in the public domain;
(b) known to the Buyer at the time of disclosure; or
(c) rightfully obtained by the Buyer on a non-confidential basis from a third party.

13. Entire Agreement. This Agreement, including and together with any related exhibits, schedules, attachments, and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. 14. Notices.

(a) To Buyer. Seller may provide any notice to Buyer under this Agreement by:
(i) sending a message to the email address Buyer provide or (ii) by posting to the Site. Notices sent by email will be effective when Seller sends the email and notices Seller provides by posting will be effective upon posting. It is Buyer’s responsibility to keep Buyer’s email address current.
(b) To Seller. To give Seller notice under these Terms, Buyer must contact Seller by personal delivery, overnight courier or registered or certified mail to [1377 Gwynedale way]. Seller may update the address for notices to us by posting a notice on the Site. Notices provided by personal delivery will be effective immediately. Notices provided by registered or certified mail will be effective three business days after they are sent.

15. Severability. If any provision of these Terms is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.

16. Amendments. No amendment to or modification of or rescission, termination, or discharge of this Agreement is effective unless it is in writing, identified as an amendment to or rescission, termination or discharge of this Agreement and signed by an authorized representative of each Party.

17. Waiver. No waiver by any party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

18. Cumulative Remedies. All rights and remedies provided in this Agreement are cumulative and not exclusive, and the exercise by either Party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between the Parties or otherwise.

19. Assignment. Buyer shall not assign, transfer, delegate or subcontract any of its rights or obligations under this Agreement without the prior written consent of Seller. Any purported assignment, transfer, delegation, or subcontract in violation of this Section shall be null and void. No assignment, transfer, delegation, or subcontract shall relieve Buyer of any of its
obligations hereunder. Seller may at any time assign, transfer, delegate, or subcontract any or all of its rights or obligations under this Agreement without Buyer’s prior written consent.

20. Successors and Assigns. This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns.

21. No Third-Party Beneficiaries. This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns, and nothing in this Agreement, express or implied, confers on any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

22. Choice of Law. This Agreement, including all exhibits, schedules, attachments and
appendices attached to this Agreement and thereto, and all matters arising out of or relating to
this Agreement, are governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania, United States of America, without regard to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the Commonwealth of Pennsylvania.

23. WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT, INCLUDING EXHIBITS, SCHEDULES, ATTACHMENTS, AND APPENDICES ATTACHED TO THIS AGREEMENT, IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY EXHIBITS, SCHEDULES, ATTACHMENTS OR APPENDICES ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.

24. Force Majeure. Neither party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any of Buyer’s obligations to make payments to us hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”):
(a) acts of God;
(b) flood, fire, earthquake, OTHER POTENTIAL DISASTER(S) OR CATASTROPHE(S), SUCH AS EPIDEMICS, or explosion;
(c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest;
(d) government order, law, or actions;
(e) embargoes or blockades in effect on or after the date of this Agreement;
(f) national or regional emergency;
(g) strikes, labor stoppages or slowdowns, or other industrial disturbances;
(h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials;
(i) other events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within 14 (fourteen) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of 14 (fourteen) consecutive days following written notice given by it under this Section, either party may thereafter terminate this Agreement upon 7 (seven) days’ written notice.

25. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, franchise, business opportunity, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. No relationship of exclusivity shall be construed from this Agreement.