Terms of Service
& Membership Agreements

RATLAB RECORDS, INC. Terms of Service

This agreement was most recently updated on August 10, 2024.

Welcome to RATLAB RECORDS, INC., which is located at ratlabrecords.com (the "Site"). The following Terms of Service ("TOS") contain the terms and conditions that govern your use of the Site. Any use of artist services through RATLAB RECORDS, INC. are governed by the relevant RATLAB member agreement and its relevant addendums, a digital copy is available here - https://www.ratlabrecords.com/terms-of-service. Any use of website services through RATLAB RECORDS, INC. are governed by the RATLAB RECORDS, INC. Store TOS, a digital copy can be found here: https://www.ratlabrecords.com/terms-of-service. Access and use of the Site constitutes your agreement to and acceptance of all the TOS.

RATLAB RECORDS, INC. (a division of RATLAB RECORDS, INC., along with our licensees and assignees referred in this Agreement as “us” and “we” and “RATLAB RECORDS, INC.”) reserves the right to revise this TOS in its sole discretion at any time and without prior notice to you other than by posting the revised TOS on the Site. Any revisions to the TOS are effective upon posting. The TOS will be identified as of the most recent date of revision. It is incumbent upon you to visit this page periodically to ensure your continued acceptance of this TOS. Your continued use of the Site after a revised version of this TOS has been posted by RATLAB RECORDS, INC. to the Site constitutes your binding acceptance of such revision and the revised TOS. Notwithstanding the preceding sentences of this paragraph, no revisions to this TOS will apply to any dispute between you and RATLAB RECORDS, INC. that arose prior to the date of such revision.

1. Use of the Site.

(a) Eligibility. RATLAB RECORDS, INC. will only knowingly provide the RATLAB RECORDS, INC. Site to parties that can lawfully enter into and form contracts under applicable law. If you are under the age of 18, but at least 13 years of age, you may use the RATLAB RECORDS, INC. Site only under the supervision of a parent or legal guardian who agrees to be bound by these TOS. The RATLAB RECORDS, INC. Site is not intended for children under the age of 13.

(1) If you are a customer or client accessing the Site from the European Union, Asia, or any other region with laws or regulations governing personal data collection, use, and disclosure, that differ from United States laws, then please note that you are transferring your personal data to the United States which does not have the same data protection laws as the EU and other regions.

(2) European Union and European Economic Area: The RATLAB RECORDS, INC. Site is not intended for children accessing the Site from the European Union or the European Economic Area by children under the age of 16.

(c) Compliance With TOS and Applicable Law. You must comply with all of the terms and conditions of these TOS, the applicable agreements and policies referred to below, and all applicable laws, regulations and rules when you use the RATLAB RECORDS, INC. Site.

(d) Your License to Use the Site.

(1) RATLAB RECORDS, INC. and its licensors solely and exclusively own all intellectual property and other right, title, and interest in and to the RATLAB RECORDS, INC. Site, except as expressly provided for in these TOS. You will not acquire any right, title, or interest therein under these TOS or otherwise.

(2) RATLAB RECORDS, INC. grants you a limited revocable license to access and use the Site for its intended purposes, subject to your compliance with these TOS. This license does not include the right to collect or use information contained on the Site for purposes prohibited by RATLAB RECORDS, INC.; create derivative works based on the Products or any third-party content available via the Site; or download or copy the Site (other than page caching). If you use the Site in a manner that exceeds the scope of this license or breach this TOS, RATLAB RECORDS, INC. may revoke the license granted to you.

(3) Third-Party Services. RATLAB RECORDS, INC. may use third parties to provide certain services accessible through the Site. RATLAB RECORDS, INC. does not control those third parties or their services, and you agree that RATLAB RECORDS, INC. will not be liable to you in any way for your use of such services. These third parties may have their own terms of use and other policies. You must comply with such terms and policies as well as these TOS when you use these services. If any such terms or policies conflict with RATLAB RECORDS, INC.'s TOS, agreements or policies, you must comply with RATLAB RECORDS, INC.'s TOS, agreements or policies, as applicable.

2. Rules For Use Of the Site.

(a) Prohibited Use. Except as may be expressly permitted by RATLAB RECORDS, INC., you may not: (i) interfere with the RATLAB RECORDS, INC. Site by using viruses or any other programs or technology designed to disrupt or damage any software or hardware; (ii) modify, create derivative works from, reverse engineer, decompile or disassemble any technology used to provide the RATLAB RECORDS, INC. Site; (iii) use a robot, spider or other device or process to monitor the activity on or copy pages from the Site, except in the operation or use of an internet "search engine", hit counters or similar technology; (iv) collect electronic mail addresses or other information from third parties by using the RATLAB RECORDS, INC. Site; (v) impersonate another person or entity; (vii) use any meta tags, search terms, key terms, or the like that contain RATLAB RECORDS, INC.'s name or trademarks; (viii) engage in any activity that interferes with another user's ability to use or enjoy the RATLAB RECORDS, INC. Site; or (ix) assist or encourage any third party in engaging in any activity prohibited by these TOS.

(b) Privacy Policy. By entering into these TOS, you agree to RATLAB RECORDS, INC.'s collection, use and disclosure of your personal information in accordance with the RATLAB RECORDS, INC. Privacy Policy, found here: https://www.ratlabrecords.com/privacy-policy

(c) Monitoring. RATLAB RECORDS, INC. reserves the right, but does not assume the obligation, to monitor transactions and communications that occur through the Site. If RATLAB RECORDS, INC. determines, in its sole and absolute discretion, that you or another RATLAB RECORDS, INC. user will breach a term or condition of these TOS or that such transaction or communication is inappropriate, RATLAB RECORDS, INC. may cancel such transaction or take any other action to restrict access to or the availability of any material that may be considered objectionable, without any liability to you or any third party.

(d) Modification of the Site. RATLAB RECORDS, INC. may modify the RATLAB RECORDS, INC. Site at any time with or without notice to you, and will incur no liability for doing so.

3. Submissions.

When you submit questions, comments, suggestions, ideas, message board postings, material submitted via web forms, contest entries, communications, or any other information ("Submissions"), you grant RATLAB RECORDS, INC. permission to use such submissions for marketing and other promotional purposes. You agree that RATLAB RECORDS, INC. will have no obligation to keep any Submissions confidential and you will not bring a claim against RATLAB RECORDS, INC. based on "moral rights" or the like arising from RATLAB RECORDS, INC.'s use of a Submission.

4. Representations and Warranties.

(a) Mutual Representations and Warranties. You represent and warrant to RATLAB RECORDS, INC. and RATLAB RECORDS, INC. represents and warrants to you: (i) that you or it has the full power and authority to enter into and perform under these TOS, (ii) the execution and performance of your or its obligations under these TOS do not constitute a breach of or conflict with any other agreement or arrangement by which you or it is bound, and (iii) these TOS are a legal, valid and binding obligation of the party entering into these TOS, enforceable in accordance with their terms and conditions.

(b) By You. You represent and warrant to RATLAB RECORDS, INC. that, in your use of the RATLAB RECORDS, INC. Site, you: (i) will not infringe the copyright, trademark, patent, trade secret, right of privacy, right of publicity or other legal right of any third party and (ii) will comply with all applicable laws, rules, and regulations. You further represent and warrant to RATLAB RECORDS, INC. that: (i) there are no claims, demands or any form of litigation pending or, to the best of your knowledge, threatened with respect to any of your Submissions; (ii) RATLAB RECORDS, INC. will not be required to make any payments to any third party in connection with its use of your Submissions, except for the expenses that RATLAB RECORDS, INC. incurs in providing the RATLAB RECORDS, INC. Site; (iii) the use of any instructions, formulae, recommendations, or the like contained in your Submissions will not cause injury to any third party; and (iv) your Submissions does not contain viruses or any other programs or technology designed to disrupt or damage any software or hardware.

5. Disclaimers, Exclusions, and Limitations.

(a) DISCLAIMER OF WARRANTIES. RATLAB RECORDS, INC. PROVIDES THE SITE AND ANY RATLAB RECORDS, INC. SERVICE ON AN "AS IS" AND "AS AVAILABLE" BASIS. RATLAB RECORDS, INC. DOES NOT REPRESENT OR WARRANT THAT THE SITE OR ITS USE: (i) WILL BE UNINTERRUPTED, (ii) WILL BE FREE OF INACCURACIES OR ERRORS, (iii) WILL MEET YOUR REQUIREMENTS, OR (iv) WILL OPERATE IN THE CONFIGURATION OR WITH THE HARDWARE OR SOFTWARE YOU USE. RATLAB RECORDS, INC. MAKES NO WARRANTIES OTHER THAN THOSE MADE EXPRESSLY IN THESE TOS, AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT.

(b) EXCLUSION OF DAMAGES. RATLAB RECORDS, INC. WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES RELATING TO LOST PROFITS, LOST DATA, OR LOSS OF GOODWILL) ARISING OUT OF, RELATING TO OR CONNECTED WITH THE USE OF THE RATLAB RECORDS, INC. SITE, BASED ON ANY CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(c) LIMITATION OF LIABILITY. EXCEPT FOR A BREACH OF A PARTY'S REPRESENTATIONS AND WARRANTIES UNDER THESE TOS OR IN CONNECTION WITH YOUR INDEMNITY OBLIGATIONS UNDER THESE TOS, IN NO EVENT WILL THE LIABILITY OF EITHER PARTY IN CONNECTION WITH THESE TOS EXCEED THE GREATER OF (i) THE AMOUNT PAID OR PAYABLE BY RATLAB RECORDS, INC. TO YOU DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE EVENT THAT GIVES RISE TO SUCH LIABILITY OR (ii) $100.

6. Indemnification.

You will indemnify and hold RATLAB RECORDS, INC. and its employees, representatives, agents, affiliates, directors, officers, managers and shareholders (the "Parties") harmless from any damage, loss, or expense (including without limitation, attorneys' fees and costs) incurred in connection with any third-party claim, demand or action ("Claim") brought against any of the Parties alleging that you have breached any of these TOS. If you have to indemnify RATLAB RECORDS, INC. under this Section, RATLAB RECORDS, INC. will have the right to control the defense, settlement, and resolution of any Claim at your sole expense. You may not settle or otherwise resolve any Claim without RATLAB RECORDS, INC.'s express written permission.

7. Termination.

(a) Termination. RATLAB RECORDS, INC. may suspend or terminate your use of the Site if it believes, in its sole and absolute discretion, that you have breached a term of these TOS.

(b) Survival. These TOS will survive indefinitely unless and until RATLAB RECORDS, INC. chooses to terminate them.

(c) Effect of Termination. If you or RATLAB RECORDS, INC. terminates your use of the Site or any RATLAB RECORDS, INC. service, RATLAB RECORDS, INC. may delete any Submissions or other materials relating to your use of the RATLAB RECORDS, INC. Site on RATLAB RECORDS, INC.'s servers or otherwise in its possession and RATLAB RECORDS, INC. will have no liability to you or any third party for doing so.

8. Notice.

All notices required or permitted to be given under these TOS will be in writing and delivered to the other party by any of the following methods: (i) U.S. mail, (ii) overnight courier, or (iii) electronic mail. If you give notice to RATLAB RECORDS, INC., you must use the following addresses: RATLAB RECORDS, INC., 7543 Holley Circle, Panama City Beach, FL 32408. If RATLAB RECORDS, INC. provides notice to you, RATLAB RECORDS, INC. will use the contact information provided by you to RATLAB RECORDS, INC. All notices will be deemed received as follows: (i) if by delivery by U.S. mail, seven (7) business days after dispatch, (ii) if by overnight courier, on the date receipt is confirmed by such courier service, or (iii) if by electronic mail, 24 hours after the message was sent, if no "system error" or other notice of non-delivery is generated. If applicable law requires that a given communication be "in writing," you agree that email communication will satisfy this requirement.

9. Dispute Resolution.

(a) Mandatory Arbitration. Please read this carefully. It affects your rights. YOU AND RATLAB RECORDS, INC. AND EACH OF OUR RESPECTIVE SUBSIDIARIES, AFFILIATES, PREDECESSORS IN INTEREST, SUCCESSORS, AND PERMITTED ASSIGNS AGREE TO ARBITRATION (EXCEPT FOR MATTERS THAT MAY BE TAKEN TO SMALL CLAIMS COURT), AS THE EXCLUSIVE FORM OF DISPUTE RESOLUTION EXCEPT AS PROVIDED FOR BELOW, FOR ALL DISPUTES AND CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE SERVICES. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Please visit www.adr.org for more information about arbitration.

(b) Commencing Arbitration. A party who intends to seek arbitration must first send to the other, by certified mail, a written notice of intent to arbitrate (a “Notice”), or, in the absence of a mailing address provided by you to RATLAB RECORDS, INC., to you via any other method available to RATLAB RECORDS, INC., including via e-mail. The Notice to RATLAB RECORDS, INC. should be addressed to: [RATLAB RECORDS, INC., ATTN: Legal Department, 7543 Holley Circle, Panama City Beach, FL 32408] (the “Arbitration Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought (the “Demand”). If you and RATLAB RECORDS, INC. do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or RATLAB RECORDS, INC. may commence an arbitration proceeding as set forth below or file a claim in small claims court. THE ARBITRATION SHALL BE ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES AND THE SUPPLEMENTARY PROCEDURES FOR CONSUMER RELATED DISPUTES (THE “Rules”), AS MODIFIED BY THIS AGREEMENT. The Rules and AAA forms are available online at www.adr.org or by calling the AAA at 1-800-778-7879, or by writing to the Notice Address. If you are required to pay a filing fee to commence an arbitration against RATLAB RECORDS, INC., then RATLAB RECORDS, INC. will promptly reimburse you for your confirmed payment of the filing fee upon RATLAB RECORDS, INC. receipt of Notice at the Arbitration Notice Address that you have commenced arbitration along with a receipt evidencing payment of the filing fee, unless your Demand is equal to or greater than $1,000, in which case you are solely responsible for the payment of the filing fee.

(c) Arbitration Proceeding. The arbitration shall be conducted in the English language. A single independent and impartial arbitrator shall be appointed pursuant to the Rules, as modified herein. You and RATLAB RECORDS, INC. agree to comply with the following rules, which are intended to streamline the dispute resolution process and reduce the costs and burdens on the parties: (i) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner to be chosen by the party initiating the arbitration; (ii) the arbitration shall not require any personal appearance by the parties or witnesses unless otherwise mutually agreed in writing by the parties; and (iii) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

(d) No Class Actions. YOU AND RATLAB RECORDS, INC. AGREE THAT YOU AND RATLAB RECORDS, INC. MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. FURTHER, YOU AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OF MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND THAT IF THIS SPECIFIC PROVISO IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THIS MANDATORY ARBITRATION SECTION SHALL BE NULL AND VOID.

(e) Decision of the Arbitrator. Barring extraordinary circumstances, the arbitrator shall issue his or her decision within 120 days from the date the arbitrator is appointed. The arbitrator may extend this time limit for an additional 30 days in the interests of justice. All arbitration proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. The award of the arbitrator shall be in writing and shall include a statement setting forth the reasons for the disposition of any claim. The arbitrator shall apply the laws of the State of New York in conducting the arbitration. You acknowledge that this Agreement and your use of the Site evidences a transaction involving interstate commerce. The United States Federal Arbitration Act shall govern the interpretation, enforcement, and proceedings pursuant to the Mandatory Arbitration clause in this Agreement.

(f) Applicable Law. This Agreement and your use of the Site shall be governed by the substantive laws of the State of New York without reference to its choice or conflicts of law principles. Only if the Mandatory Arbitration clause is deemed to be null and void, then all disputes arising between you and RATLAB RECORDS, INC. under this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in New York, New York, and you and RATLAB RECORDS, INC. hereby submit to the personal jurisdiction and venue of these courts.

(g) Equitable Relief. The foregoing provisions of this Dispute Resolution section do not apply to any claim in which RATLAB RECORDS, INC. seeks equitable relief of any kind. You acknowledge that, in the event of a breach of this Agreement by RATLAB RECORDS, INC. or any third party, the damage or harm, if any, caused to you will not entitle you to seek injunctive or other equitable relief against RATLAB RECORDS, INC., and your only remedy shall be for monetary damages, subject to the limitations of liability set forth in this Agreement.

(h) Claims. You and RATLAB RECORDS, INC. agree that, notwithstanding any other rights the party may have under law or equity, any cause of action arising out of or related to this Agreement, the use of the Site, excluding a claim for indemnification, must commence within one year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

(i) Improperly Filed Claims. All claims you bring against RATLAB RECORDS, INC. must be resolved in accordance with this Dispute Resolution section. All claims filed or brought contrary to this Dispute Resolution section shall be considered improperly filed. Should you file a claim contrary to this Dispute Resolution section, RATLAB RECORDS, INC. may recover attorneys’ fees and costs up to $5,000, provided that RATLAB RECORDS, INC. has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.

10. Notice and procedure for making claims of copyright or other intellectual property infringements.

(a) RATLAB RECORDS, INC. respects the intellectual property of others and takes the protection of copyrights and all other intellectual property very seriously, and we ask our users to do the same. Infringing activity will not be tolerated on or through the Site or any RATLAB RECORDS, INC. service.

(b) RATLAB RECORDS, INC.’s intellectual property policy is to (1) remove material that RATLAB RECORDS, INC. believes in good faith, upon notice from an intellectual property owner or their agent, is infringing the intellectual property of a third party by being made available through the Site, and (2) remove any Products or Submissions posted to the Site by “repeat infringers.” RATLAB RECORDS, INC. considers a “repeat infringer” to be any user that has uploaded Products or Submissions to the Site and for whom RATLAB RECORDS, INC. has received more than two takedown notices compliant with the provisions of 17 U.S.C. § 512(c) with respect to such Products or Submissions. RATLAB RECORDS, INC. has discretion, however, to terminate the account or permission to access the Site of any user after receipt of a single notification of claimed infringement or upon RATLAB RECORDS, INC.’s own determination.

(c) Procedure for Reporting Claimed Infringement. If you believe that any Productions or Submissions made available on or through the Site or any RATLAB RECORDS, INC. service have been used or exploited in a manner that infringes an intellectual property right you own or control, then please promptly send a “Notification of Claimed Infringement” containing the following information to the Designated Agent identified below. Your communication must include substantially the following:

(i) A physical or electronic signature of a person authorized to act on behalf of the owner of the work(s) that has/have been allegedly infringed;

(ii) Identification of works or materials being infringed, or, if multiple works are covered by a single notification, a representative list of such works;

(iii) Identification of the specific material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit RATLAB RECORDS, INC. to locate the material;

(iv) Information reasonably sufficient to permit RATLAB RECORDS, INC. to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted;

(v) A statement that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

(vi) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

You should consult with your own lawyer and/or see 17 U.S.C. § 512 to confirm your obligations to provide a valid notice of claimed infringement.

(d) Designated Agent Contact Information. RATLAB RECORDS, INC.'s Designated Agent for notices of claimed infringement can be contacted at:

Via E-mail : info@ratlab.co

Via U.S. Mail : Attn: Legal Department, 7543 Holley Circle, Panama City Beach, FL 32408

(e) Counter Notification. If you receive a notification from RATLAB RECORDS, INC. that material made available by you on or through the Site or any RATLAB RECORDS, INC. service has been the subject of a Notification of Claimed Infringement, then you will have the right to provide RATLAB RECORDS, INC. with what is called a “Counter Notification.” To be effective, a Counter Notification must be in writing, provided to RATLAB RECORDS, INC.’s Designated Agent through one of the methods identified in Section 10(d) of this TOS, and include substantially the following information:

(i) A physical or electronic signature of the subscriber;

(ii) Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;

(iii) A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and

(iv) The subscriber’s name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the subscriber’s address is outside of the United States, for any judicial district in which RATLAB RECORDS, INC. may be found, and that the subscriber will accept service of process from the person who provided notification under Section 10(c) of this TOS above or an agent of such person.

A party submitting a Counter Notification should consult a lawyer or see 17 U.S.C. § 512 to confirm the party’s obligations to provide a valid counter notification under the Copyright Act.

(f) False Notifications of Claimed Infringement or Counter Notifications. The Copyright Act provides that:

[a]ny person who knowingly materially misrepresents under [Section 512 of the Copyright Act (17 U.S.C. § 512)] (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by mistake or misidentification, shall be liable for any damages, including costs and attorneys’ fees, incurred by the alleged infringer, by any copyright owner or copyright owner’s authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of [RATLAB RECORDS, INC.] relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it.

17 U.S.C. § 512(f). RATLAB RECORDS, INC. reserves the right to seek damages from any party that submits a notification of claimed infringement or counter notification in violation of the law.

For the avoidance of doubt, only notices submitted under the Digital Millennium Copyright Act and the procedures set forth in this Section 10 should be sent to the Designated Agent at the e-mail or postal address set forth above. Any other comments, compliments, complaints or suggestions about RATLAB RECORDS, INC., the operation of the Site or any RATLAB RECORDS, INC. service or any other matter should be sent to info@ratlab.co.

11. Miscellaneous.

These TOS will be binding upon each party hereto and its successors and permitted assigns, and governed by and construed in accordance with the laws of the State of New York without reference to conflict of law principles. These TOS will not be assignable or transferable by you without the prior written consent of RATLAB RECORDS, INC.. RATLAB RECORDS, INC. may freely assign or transfer any rights granted by you to RATLAB RECORDS, INC. under these TOS. These TOS (including all of the policies and other Agreements described in this TOS, which are hereby incorporated herein by this reference) contain the entire understanding of the parties regarding its subject matter, and supersedes all prior and contemporaneous agreements and understandings between the parties regarding its subject matter. No failure or delay by a party in exercising any right, power or privilege under these TOS will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege. You and RATLAB RECORDS, INC. are independent contractors, and no agency, partnership, joint venture, or employee-employer relationship is intended or created by these TOS. The invalidity or unenforceability of any provision of these TOS will not affect the validity or enforceability of any other provision of these TOS, all of which will remain in full force and effect. The headings used in this TOS are for convenience only, do not constitute a part of this TOS, and shall not be deemed to limit or affect any of the provisions hereof.

ANNUAL MEMBERSHIP AGREEMENT

This Membership Agreement (“Agreement”) sets forth the terms and conditions between You and RATLAB Records, Inc. (“RATLAB”) for the Annual Membership (“Membership”) being licensed hereunder to You by RATLAB.

WHEREAS, RATLAB is a music production company and independent music label in the business of producing and distributing recording artists and manufacturing, selling, marketing, and promoting musical recordings of its artists, and

WHEREAS, You wish to contribute capital in RATLAB to join their exclusive membership club for the purpose of assisting with RATLAB’s mission of funding, mentoring, and supporting artists to produce records, overcome business barriers, restore ownership rights, form lasting career relationships, and build sustainable careers, and

THEREFORE, in consideration of the mutual terms, conditions, and covenants herein, the parties agree as follows:

1. MEMBERSHIP FEE: In consideration for the right to receive One (1) license out of the One Hundred Forty-Four Thousand (144,000) total licenses offered to become an Annual Member for One (1) year, and receive the included Membership Privileges, You shall timely pay to RATLAB a Membership Fee (“Fee”) of Two Hundred and Forty Dollars ($240.00). It is important to note that the Fee must be paid annually, within Twelve (12) months of the date of this Agreement. Failure to pay the annual Fee will result in the expiration of your membership and RATLAB makes no guarantee that it will be available to you at a later point.

2. All payments by You under this Agreement shall be made, without offset, deduction or counterclaim. Payment shall be due immediately upon entering into this Agreement. This Agreement shall not be deemed valid and binding upon RATLAB until Fee is paid in full.

3. ANNUAL MEMBER BENEFITS: In exchange for the Membership Fee, You shall receive select benefits and/or privileges to be offered by RATLAB. In order to receive these benefits, You shall be the individual that is verified and on record in RATLAB’s database as the registered holder of the Membership. With the Membership, You will receive select perks and privileges, which include, but are not limited to, the following:

4. The RATLAB Records Annual Exclusive Access Card

5. Interaction with RATLAB artists

6. Free live streams of RATLAB concerts and private performances

7. RATLAB concert tickets

8. Exclusive RATLAB artist merchandise

9. Access to RATLAB’s interactive membership community

10. Participation in RATLAB artist development

11. Participation in signing and developing new RATLAB artists

12. Access to RATLAB Studios (when open and operating)

13. Eligibility to become a RATLAB signed artist and receive full artist support (signed artists must first be members)

14. RATLAB EVENTS:

15. You shall, and shall cause all guests associated with You to, comply with all rules, regulations, policies and procedures adopted from time to time by RATLAB and any venues in which RATLAB or RATLAB artists are associated, including, without limitation, all policies with respect to the rescheduling, postponement, or cancellation of a RATLAB event;

16. Members and Member’s guests shall follow all applicable federal, state and local laws, rules, regulations and orders of government authorities;

17. You acknowledge that RATLAB makes no guarantee of any specific locations at RATLAB and RATLAB artist events (“RATLAB Events”). Views and lines of sight from certain seats may be impacted by numerous conditions and such conditions shall not entitle You to any compensation, credit or other remedy.

18. RATLAB reserves the right to revoke Member’s Membership without a refund of the Fee if You are found to be in violation of any of the above sections;

19. You shall not hold RATLAB responsible, and RATLAB shall not be liable, for the rescheduling, postponement, or cancellation of any RATLAB Events.

20. RATLAB DUTIES: RATLAB agrees to use reasonable effort to assist in the furtherance of their artist’s careers in the entertainment industry. RATLAB agrees to provide their artists services which include, but are not limited to, the organization and promotion of live appearances, vocal recordings, and other endeavors as a performing recording artist in the entertainment, and music fields.

21. MEMBER DUTIES: You agree and acknowledge:

22. To verify Your identity, as directed, at the request of RATLAB;

23. That RATLAB has sole authority and discretion to use Fee(s) in a manner they deem best for RATLAB and RATLAB artists.

24. You will comply with RATLAB community rules, standards, and guidelines. You are responsible for regularly reviewing and familiarizing Yourself with all rules, standards, and guidelines, as they may be updated periodically;

25. You will not engage in any activity that could harm or disrupt RATLAB’s services, including, but not limited to, posting any defamatory, obscene, offensive, or infringing content on RATLAB or any public platform;

26. Any violation of this Agreement, our community rules, standards, and/or guidelines may result in the suspension or termination of your account, removal of content, and/or legal action if applicable, at the discretion of RATLAB;

27. RATLAB is not liable for any damages or losses resulting from your failure to comply with this Agreement and/or our community rules, standards, and/or guidelines.

28. TERM: The term of this Agreement shall commence as of the date hereof and shall continue for one (1) year (the “Initial Period”). Additionally, at the end of the Initial Period, this Agreement shall continue for subsequent one (1) year periods (each, a “Renewal Period”) on the same terms and conditions, if RATLAB determines You are eligible to renew and You make the abovementioned payment prior to the end of the Initial Period or then-current Renewal Period. Collectively, the Initial Period and any Renewal Period may herein be referred to as the “Term.”

29. TRANSFERABILITY OF MEMBERSHIP: Memberships are non-transferrable and shall be held solely by You. You shall not sell, assign, or otherwise transfer for consideration any of the privileges set forth in this Agreement without RATLAB’s express written consent.

30. NAME, IMAGE, LIKENESS OF MEMBER: You grant irrevocable consent to use of the image, name, voice, likeness, other identification, biographical material, actions, and/or statements of You to RATLAB in perpetuity for any purpose including, but not limited to, advertising and marketing RATLAB and RATLAB’s services.

31. DEFAULT AND TERMINATION:

32. You shall be in default under this Agreement if You fail to remit any payment in accordance with the terms of this Agreement (including any rejection of any automated payment or debit under any payment plan) or if You do not comply with or perform any of the other terms, obligations, covenants, or conditions in this Agreement.

33. Upon any such default by You, in addition to any and all other rights and remedies available to RATLAB and its affiliates under this Agreement, at law or in equity or otherwise, RATLAB may, in its sole and absolute discretion, do any one or more of the following:

34. revoke, without reimbursement, Membership and other privileges of the Membership

35. Terminate this Agreement and any or all of Your rights under this Agreement, in each case, with no further liability or obligation of any kind to You.

36. Except as expressly required by applicable law, RATLAB shall have no duty to mitigate its damages as a result of a breach or default by Member.

37. LIMITATION OF LIABILITY: You waive and release, to the fullest extent permitted by law, all claims, whether presently known or unknown, relating to or arising from any such injury, loss, or damage against RATLAB and RATLAB’s respective affiliates, and the officers, directors, managers, owners, employees, agents, successors and assigns of each of the foregoing (all of the foregoing, collectively, the “Releasees”). You acknowledges and agrees that the Releasees shall not be responsible for any such injury, loss, or damage (including for lost or stolen property); and You shall indemnify and hold harmless, to the fullest extent permitted by law, all Releasees from and against any liabilities, losses, damages, claims, demands, choses in action, costs and expenses, including reasonable attorneys’ fees (including in any action between You and RATLAB or any other Releasee, or any action by a third party), costs of investigation (whether or not litigation occurs) and litigation expenses, arising out of or related to any act or omission, breach of any provision of this Founder’s Circle Agreement, or violation of any applicable law, rule, regulation or order, in each case, by You or any of Your guests to any RATLAB Event. For the avoidance of doubt, in no event shall RATLAB or any other Releasee be liable for any incidental, direct, indirect, special, punitive, exemplary, or consequential damages or for lost profits, revenues or business opportunities even if such Releasee has been advised of the possibility of such damages or if such damages were foreseeable. You, on behalf of yourself, and its guests to any RATLAB Events assumes all risk and danger, including that of personal injury (including death), property loss and other hazard, arising from or related in any way to any RATLAB Event or any other Membership Privileges

38. INDEPENDENT CONTRACTOR: Parties shall have the relationship of independent contractors. Nothing herein shall be construed to place parties in the relationship of principal and agent, employer and employee, master and servant, partners, or joint venturers, and neither party shall have expressly or by implications, represented themselves as having any authority to make contracts in the name of, or binding on, each other, or to obligate the other in any manner.

39. NOTICE: All notices or other communications, to be given or sent to the other party hereunder must be in writing and shall be deemed to have been duly given or sent if sent by delivery service (such as FedEx), or by registered or certified mail (return receipt requested), postage prepaid, or by email with receipt of delivery, etc. The date of mailing or delivery of any such communication shall be deemed the date upon which such communication was given or sent.

40. AMENDMENTS: This writing sets forth the entire understanding between the Parties with respect to the subject matter hereof, and no modification, amendment, waiver termination or discharge of this agreement shall be binding upon the Parties unless confirmed by a written instrument signed by the Parties. No waiver of any provision or any default under this Agreement shall constitute a waiver by any Party of compliance thereafter with the same or any other provision or its right to enforce the same or any other provision thereafter.

41. INVALIDITY OF TERMS: If any clause, sentence, paragraph or part of this agreement, or the application thereof to any person, shall for any reason be adjudged by a court of competent jurisdiction to be invalid, such judgment shall be limited and confined in its operation to the clause, sentence, paragraph, or part thereof directly involved in the controversy in which such judgment shall have been rendered and to the person involved.

42. MISCELLANEOUS: This Agreement shall be construed and enforced in accordance with the laws of the State of New York, and any action to enforce or interpret the terms hereof shall be brought exclusively in the courts of New York County, New York. This Agreement is the only agreement of the parties and supersedes any other or collateral agreement (oral or written) between the parties in any manner relating to the subject matter hereof. This Agreement may only be modified or amended by an instrument in writing signed by the party or parties sought to be charged. Parties agree that rights and obligations hereunder are personal and nondelegable. No waiver of any term of this Agreement will be effective unless executed in writing by the party charged therewith or will excuse the performance of any acts other than those specifically referred to therein. If any term of this Agreement is held to be invalid or unenforceable, such holding will not affect the validity or enforceability of any other term hereto, and this Agreement will be interpreted and construed as if such term, to the extent the same will have been held to be invalid or unenforceable, had never been contained herein. Nothing herein shall be deemed to constitute the parties as partners or joint ventures. In the event of any dispute under or relating to the terms of this Agreement, the prevailing party shall be entitled to recover any and all reasonable attorneys’ fees or other costs incurred and actually paid in the enforcement of the terms of this Agreement or the breach thereof. The headings of paragraphs or other divisions of this Agreement are inserted only convenient reference. Headings will not be deemed to govern, limit, modify and/or in any other manner affect the scope, meaning and/or intent of the provisions of this Agreement and will not be given any legal effect. In the event of any legal proceeding brought by either of the Parties to enforce or interpret this Agreement or any of its terms, the Parties both will be deemed to have jointly drafted this Agreement and neither side shall enjoy the benefit of any evidentiary presumptions based upon the identity of the drafter.

BOTH PARTIES HEREBY WARRANT AND REPRESENT THAT THEY HAVE HAD THE OPPORTUNITY TO CONSULT INDEPENDENT LEGAL COUNSEL BEFORE AGREEING TO THIS DOCUMENT AND HAVE EITHER SO CONSULTED INDEPENDENT LEGAL COUNSEL OR VOLUNTARILY WAIVE THEIR RIGHT TO DO SO.

LIFETIME MEMBERSHIP AGREEMENT

This Membership Agreement (“Agreement”) sets forth the terms and conditions between You and RATLAB Records, Inc. (“RATLAB”) for the Lifetime Membership (“Membership”) being licensed hereunder to You by RATLAB.

WHEREAS, RATLAB is a music production company and independent music label in the business of producing and distributing recording artists and manufacturing, selling, marketing, and promoting musical recordings of its artists, and

WHEREAS, You wish to contribute capital in RATLAB to join their exclusive membership club for the purpose of assisting with RATLAB’s mission of funding, mentoring, and supporting artists to produce records, overcome business barriers, restore ownership rights, form lasting career relationships, and build sustainable careers, and

THEREFORE, in consideration of the mutual terms, conditions, and covenants herein, the parties agree as follows:

1. MEMBERSHIP FEE: In consideration for the right to receive One (1) of the Three Hundred and Eleven (311) total available lifetime Lifetime Memberships licenses, and the included Membership Privileges, You shall timely pay to RATLAB a one-time Membership Fee (“Fee”) of Ten Thousand Dollars ($10,000). All payments by You under this Agreement shall be made, without offset, deduction or counterclaim. Payment shall be due immediately upon entering into this Agreement. This Agreement shall not be deemed valid and binding upon RATLAB until Fee is paid in full.

2. LIFETIME MEMBER BENEFITS: In exchange for the Membership Fee, You shall receive select benefits and/or privileges to be offered by RATLAB Lifetime Membership You shall be the individual that is verified and on record in RATLAB’s database as the registered holder of the Membership. With the Membership, Members will receive select perks and privileges, which include, but are not limited to, the following:

3. RATLAB Lifetime status

4. RATLAB Lifetime membership

5. The RATLAB Records Lifetime Exclusive Access Card

6. VIP access to all RATLAB concerts and events

7. Framed RATLAB gold record

8. Ability to earn producer or songwriter credit on RATLAB artist’s releases

9. Greater voting power when signing new artist to RATLAB

10. Free studio time at select RATLAB locations (when open, operating and available)

11. Complete access to RATLAB studio properties (when open, operating, and available)

12. Interaction with RATLAB artists

13. Free live streams of RATLAB concerts and private performances

14. RATLAB concert tickets

15. Exclusive RATLAB artist merchandise

16. Access to RATLAB’s interactive membership community

17. Participation in RATLAB artist development

18. Participation in signing and developing new RATLAB artists

19. Eligibility to become a RATLAB signed artist and receive full artist support (signed artists must first be members)

20. RATLAB EVENTS:

21. You shall, and shall cause all guests associated with You to, comply with all rules, regulations, policies and procedures adopted from time to time by RATLAB and any venues in which RATLAB or RATLAB artists are associated, including, without limitation, all policies with respect to the rescheduling, postponement, or cancellation of a RATLAB event;

22. Members and Member’s guests shall follow all applicable federal, state and local laws, rules, regulations and orders of government authorities;

23. You acknowledge that RATLAB makes no guarantee of any specific locations at RATLAB and RATLAB artist events (“RATLAB Events”). Views and lines of sight from certain seats may be impacted by numerous conditions and such conditions shall not entitle You to any compensation, credit or other remedy.

24. RATLAB reserves the right to revoke Member’s Membership without a refund of the Fee if You are found to be in violation of any of the above sections;

25. You shall not hold RATLAB responsible, and RATLAB shall not be liable, for the rescheduling, postponement, or cancellation of any RATLAB Events.

26. RATLAB DUTIES: RATLAB agrees to use reasonable effort to assist in the furtherance of their artist’s careers in the entertainment industry. RATLAB agrees to provide their artists services which include, but are not limited to, the organization and promotion of live appearances, vocal recordings, and other endeavors as a performing recording artist in the entertainment, and music fields.

27. MEMBER DUTIES: You agree and acknowledge:

28. To verify Your identity, as directed, at the request of RATLAB;

29. That RATLAB has sole authority and discretion to use Fee(s) in a manner they deem best for RATLAB and RATLAB artists.

30. You will comply with RATLAB community rules, standards, and guidelines. You are responsible for regularly reviewing and familiarizing Yourself with all rules, standards, and guidelines, as they may be updated periodically;

31. You will not engage in any activity that could harm or disrupt RATLAB’s services, including, but not limited to, posting any defamatory, obscene, offensive, or infringing content on RATLAB or any public platform;

32. Any violation of this Agreement, our community rules, standards, and/or guidelines may result in the suspension or termination of your account, removal of content, and/or legal action if applicable, at the discretion of RATLAB;

33. RATLAB is not liable for any damages or losses resulting from your failure to comply with this Agreement and/or our community rules, standards, and/or guidelines.

34. TERM: This Agreement will extend for the life of You, the individual purchasing this license, or for the duration of RATLAB operations, whichever occurs first.

35. TRANSFERABILITY OF MEMBERSHIP: Lifetime Memberships are non-transferrable and shall be held solely by You. You shall not sell, assign, or otherwise transfer for consideration any of the privileges set forth in this Agreement without RATLAB’s express written consent.

36. NAME, IMAGE, LIKENESS OF MEMBER: You grant irrevocable consent to use of the image, name, voice, likeness, other identification, biographical material, actions, and/or statements of You to RATLAB in perpetuity for any purpose including, but not limited to, advertising and marketing RATLAB and RATLAB’s services.

37. DEFAULT AND TERMINATION:

38. You shall be in default under this Agreement if You fail to remit any payment in accordance with the terms of this Agreement (including any rejection of any automated payment or debit under any payment plan) or if You do not comply with or perform any of the other terms, obligations, covenants, or conditions in this Agreement.

39. Upon any such default by You, in addition to any and all other rights and remedies available to RATLAB and its affiliates under this Agreement, at law or in equity or otherwise, RATLAB may, in its sole and absolute discretion, do any one or more of the following:

40. revoke, without reimbursement, Membership and other privileges of the Membership

41. Terminate this Agreement and any or all of Your rights under this Agreement, in each case, with no further liability or obligation of any kind to You.

42. Except as expressly required by applicable law, RATLAB shall have no duty to mitigate its damages as a result of a breach or default by Member.

43. LIMITATION OF LIABILITY: You waive and release, to the fullest extent permitted by law, all claims, whether presently known or unknown, relating to or arising from any such injury, loss, or damage against RATLAB and RATLAB’s respective affiliates, and the officers, directors, managers, owners, employees, agents, successors and assigns of each of the foregoing (all of the foregoing, collectively, the “Releasees”). You acknowledges and agrees that the Releasees shall not be responsible for any such injury, loss, or damage (including for lost or stolen property); and You shall indemnify and hold harmless, to the fullest extent permitted by law, all Releasees from and against any liabilities, losses, damages, claims, demands, choses in action, costs and expenses, including reasonable attorneys’ fees (including in any action between You and RATLAB or any other Releasee, or any action by a third party), costs of investigation (whether or not litigation occurs) and litigation expenses, arising out of or related to any act or omission, breach of any provision of this Lifetime Membership Agreement, or violation of any applicable law, rule, regulation or order, in each case, by You or any of Your guests to any RATLAB Event. For the avoidance of doubt, in no event shall RATLAB or any other Releasee be liable for any incidental, direct, indirect, special, punitive, exemplary, or consequential damages or for lost profits, revenues or business opportunities even if such Releasee has been advised of the possibility of such damages or if such damages were foreseeable. You, on behalf of yourself, and its guests to any RATLAB Events assumes all risk and danger, including that of personal injury (including death), property loss and other hazard, arising from or related in any way to any RATLAB Event or any other Membership Privileges

44. INDEPENDENT CONTRACTOR: Parties shall have the relationship of independent contractors. Nothing herein shall be construed to place parties in the relationship of principal and agent, employer and employee, master and servant, partners, or joint venturers, and neither party shall have expressly or by implications, represented themselves as having any authority to make contracts in the name of, or binding on, each other, or to obligate the other in any manner.

45. NOTICE: All notices or other communications, to be given or sent to the other party hereunder must be in writing and shall be deemed to have been duly given or sent if sent by delivery service (such as FedEx), or by registered or certified mail (return receipt requested), postage prepaid, or by email with receipt of delivery, etc. The date of mailing or delivery of any such communication shall be deemed the date upon which such communication was given or sent.

46. AMENDMENTS: This writing sets forth the entire understanding between the Parties with respect to the subject matter hereof, and no modification, amendment, waiver termination or discharge of this agreement shall be binding upon the Parties unless confirmed by a written instrument signed by the Parties. No waiver of any provision or any default under this Agreement shall constitute a waiver by any Party of compliance thereafter with the same or any other provision or its right to enforce the same or any other provision thereafter.

47. INVALIDITY OF TERMS: If any clause, sentence, paragraph or part of this agreement, or the application thereof to any person, shall for any reason be adjudged by a court of competent jurisdiction to be invalid, such judgment shall be limited and confined in its operation to the clause, sentence, paragraph, or part thereof directly involved in the controversy in which such judgment shall have been rendered and to the person involved.

48. MISCELLANEOUS: This Agreement shall be construed and enforced in accordance with the laws of the State of New York, and any action to enforce or interpret the terms hereof shall be brought exclusively in the courts of New York County, New York. This Agreement is the only agreement of the parties and supersedes any other or collateral agreement (oral or written) between the parties in any manner relating to the subject matter hereof. This Agreement may only be modified or amended by an instrument in writing signed by the party or parties sought to be charged. Parties agree that rights and obligations hereunder are personal and nondelegable. No waiver of any term of this Agreement will be effective unless executed in writing by the party charged therewith or will excuse the performance of any acts other than those specifically referred to therein. If any term of this Agreement is held to be invalid or unenforceable, such holding will not affect the validity or enforceability of any other term hereto, and this Agreement will be interpreted and construed as if such term, to the extent the same will have been held to be invalid or unenforceable, had never been contained herein. Nothing herein shall be deemed to constitute the parties as partners or joint ventures. In the event of any dispute under or relating to the terms of this Agreement, the prevailing party shall be entitled to recover any and all reasonable attorneys’ fees or other costs incurred and actually paid in the enforcement of the terms of this Agreement or the breach thereof. The headings of paragraphs or other divisions of this Agreement are inserted only convenient reference. Headings will not be deemed to govern, limit, modify and/or in any other manner affect the scope, meaning and/or intent of the provisions of this Agreement and will not be given any legal effect. In the event of any legal proceeding brought by either of the Parties to enforce or interpret this Agreement or any of its terms, the Parties both will be deemed to have jointly drafted this Agreement and neither side shall enjoy the benefit of any evidentiary presumptions based upon the identity of the drafter.

BOTH PARTIES HEREBY WARRANT AND REPRESENT THAT THEY HAVE HAD THE OPPORTUNITY TO CONSULT INDEPENDENT LEGAL COUNSEL BEFORE AGREEING TO THIS DOCUMENT AND HAVE EITHER SO CONSULTED INDEPENDENT LEGAL COUNSEL OR VOLUNTARILY WAIVE THEIR RIGHT TO DO SO.