ROMA Direct Acquisition Terms

ROMA DIRECT ACQUISITION TERMS AND RIGHTS TRANSFER AGREEMENT
Version 1.0 | Effective as of the date of Creator Acceptance

PARTIES

This Audio Content Acquisition Agreement ("Agreement") is entered into between:

Acquiring Party: Roma New Media, LLC ("ROMA," "Company," "we," or "us"), a limited liability company organized under applicable law.

Contributing Party: The individual or entity ("Creator," "you," or "Contributor") submitting audio content through The Vox Market platform and accepting these terms via the electronic acceptance mechanism.

1. NATURE OF TRANSACTION

1.1 This Agreement governs the direct acquisition by ROMA of audio content ("Content," "Clip," or "Work") submitted by Creator through the ROMA Direct Acquisition workflow within The Vox Market. This is not a standard marketplace listing. This is a direct commercial acquisition of Content and associated rights by Roma New Media, LLC.

1.2 Creator understands and acknowledges that this submission is an offer to sell and license Content directly to ROMA, and that acceptance by ROMA, combined with Creator's acceptance of these terms and payment of the agreed acquisition amount, constitutes a binding transfer of rights as described herein.

2. GRANT OF RIGHTS

2.1 License Grant. In exchange for payment of the agreed acquisition amount, Creator hereby grants to Roma New Media, LLC a perpetual, irrevocable, worldwide, royalty-free (following payment of the acquisition amount), exclusive license to the Content, including all audio, sonic, musical, compositional, and derivative elements thereof.

2.2 Scope of Use. The license granted herein includes, without limitation, the rights to:
(a) reproduce the Content in any format, medium, or encoding, whether now known or hereafter developed;
(b) distribute, sell, sublicense, transmit, stream, broadcast, and otherwise exploit the Content;
(c) publicly perform and publicly display the Content;
(d) adapt, edit, modify, excerpt, combine, sample, remix, reformat, and incorporate the Content into derivative works, compilations, products, and libraries;
(e) use the Content in digital products, software, hardware demonstrations, marketing materials, advertising, educational content, training materials, trade shows, promotional media, social media, streaming platforms, and all other commercial and non-commercial applications;
(f) sublicense any or all of the foregoing rights to affiliates, partners, licensees, distributors, OEM partners, and any other third parties at ROMA's sole discretion;
(g) assign any or all rights under this Agreement without Creator's consent;
(h) use Creator's name, likeness, and biographical information in connection with promotion of the Content, subject to applicable law.

2.3 Territory. The license granted herein is worldwide, without geographic limitation.

2.4 Duration. The license is perpetual and survives the termination of any platform agreement, business relationship, or other arrangement between Creator and ROMA.

2.5 Exclusivity. Unless otherwise expressly agreed in writing, the license granted herein is exclusive, meaning Creator may not license, sell, distribute, or otherwise grant rights in the same Content to any other party following acceptance of this Agreement.

2.6 No Moral Rights. To the maximum extent permitted by applicable law, Creator waives any and all moral rights, droit moral, or similar rights in and to the Content in favor of ROMA.

3. CREATOR REPRESENTATIONS AND WARRANTIES

Creator represents, warrants, and covenants that:

3.1 Creator is the sole author and/or owner of all rights in and to the Content, including all copyright, neighboring rights, performance rights, synchronization rights, mechanical rights, master rights, and any other intellectual property rights therein.

3.2 The Content is wholly original and does not infringe the copyright, trademark, privacy, publicity, or any other right of any third party.

3.3 The Content does not contain any material that is defamatory, obscene, or unlawful.

3.4 No third-party licenses, clearances, consents, or permissions are required to grant the rights described herein, and no third party has any claim, lien, encumbrance, or interest in or to the Content that would impair ROMA's rights.

3.5 Creator has not previously granted any exclusive rights in the Content to any third party that would conflict with the rights granted herein.

3.6 Creator has full legal authority and capacity to enter into this Agreement and to grant the rights described herein.

3.7 Creator will not, following acceptance of this Agreement, take any action that would impair, challenge, or dilute ROMA's rights in the Content.

4. NO OBLIGATION TO USE

4.1 ROMA has no obligation to use, distribute, publish, exploit, or otherwise commercialize the Content. ROMA's acceptance of a submission, issuance of terms, and/or payment does not create any obligation to exploit the Content in any particular manner or at all.

4.2 ROMA retains sole discretion over whether to accept, reject, advance, or decline any submission at any stage of the acquisition workflow.

5. PAYMENT

5.1 Acquisition Amount. The agreed acquisition amount ("Purchase Amount") will be set by ROMA at the time of offer issuance and displayed to Creator prior to acceptance.

5.2 Payment Condition. Payment of the Purchase Amount is conditioned upon: (a) Creator's affirmative acceptance of these terms; (b) ROMA's final approval of the Content for acquisition; (c) Creator's completion of any required payout account setup; and (d) satisfaction of all accounting and payout workflow requirements.

5.3 No Additional Compensation. Except for the agreed Purchase Amount, Creator is not entitled to any royalties, residuals, revenue shares, profit participations, or other compensation in connection with ROMA's exploitation of the Content, now or at any future time.

5.4 Tax Responsibility. Creator is solely responsible for all taxes, levies, withholding, and filing obligations arising from receipt of the Purchase Amount. ROMA may withhold amounts as required by law.

5.5 Payment Timing. Payment will be initiated following completion of all conditions in Section 5.2. ROMA does not guarantee payment timing beyond reasonable commercial efforts.

6. INDEMNIFICATION

6.1 Creator agrees to indemnify, defend, and hold harmless Roma New Media, LLC, its members, managers, officers, employees, contractors, licensees, sublicensees, successors, and assigns from and against any and all claims, demands, actions, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) any breach of Creator's representations, warranties, or obligations under this Agreement; (b) any third-party claim that the Content infringes any intellectual property or other right; (c) Creator's acts or omissions in connection with the Content or this transaction.

6.2 ROMA will promptly notify Creator of any indemnifiable claim and will cooperate reasonably in defense, at Creator's expense.

7. LIMITATION OF LIABILITY

7.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ROMA SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE CONTENT, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY, EVEN IF ROMA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.2 ROMA's total liability under this Agreement shall not exceed the Purchase Amount paid to Creator.

8. NO REVOCATION

8.1 Once Creator has accepted these terms and ROMA has made payment of the Purchase Amount, the rights grant is irrevocable. Creator may not rescind, revoke, or attempt to reclaim the rights granted herein for any reason.

8.2 In the event of a material breach of Creator's representations, ROMA reserves all legal and equitable remedies, but Creator's obligations under this Agreement survive any such breach.

9. ELECTRONIC ACCEPTANCE

9.1 Creator's electronic acceptance via the checkbox mechanism provided in The Vox Market platform constitutes a valid, binding, and enforceable agreement with the same legal effect as a physical signature, in accordance with applicable electronic signature laws.

9.2 Creator's acceptance is timestamped, logged, and linked to Creator's authenticated user account. This record may be used as evidence of acceptance in any legal proceeding.

9.3 Creator acknowledges that they have had an adequate opportunity to review these terms, seek independent legal advice if desired, and that their acceptance is voluntary and informed.

10. GOVERNING LAW AND DISPUTE RESOLUTION

10.1 This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.

10.2 Any dispute arising out of or related to this Agreement shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association, with proceedings conducted in the State of Delaware. The prevailing party shall be entitled to recover reasonable attorneys' fees and costs.

10.3 Notwithstanding the foregoing, ROMA may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property rights without waiving its right to arbitration.

11. GENERAL PROVISIONS

11.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, and understandings.

11.2 Severability. If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall continue in full force and effect.

11.3 Waiver. ROMA's failure to enforce any right under this Agreement shall not constitute a waiver of that right.

11.4 Assignment. ROMA may assign this Agreement and all rights hereunder without Creator's consent. Creator may not assign this Agreement.

11.5 Notices. All legal notices to ROMA should be directed to the contact information provided on the ROMA Devices platform.

11.6 Amendment. ROMA may issue updated versions of these terms for future transactions. This version governs the specific transaction for which it was accepted.

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By electronically accepting these terms through the ROMA Direct Acquisition workflow, Creator acknowledges having read, understood, and agreed to all provisions above.

Acquiring Entity: Roma New Media, LLC
Terms Version: v1.0