Common use of Fraudulent Behavior Clause in Contracts

Fraudulent Behavior. (i) Company shall use its commercially reasonable efforts to actively monitor and take steps to prevent and police by technical means, including but not limited to machine learning, any behavior by End Users and/or third parties that distorts the number of plays (which, but for such activity, would be Royalty Bearing Plays) for particular recordings on the Services by fraudulent means, including but not limited to the use of manual (e.g. click farms) or automated (e.g. bots) means. (ii) Company shall, subject to its confidentiality obligations to content providers, present to ****. Company shall engage in good faith discussions with Label throughout the Term to consider improvements and developments to Company’s fraudulent behavior detection and action to limit such behavior on the Services. (iii) Company shall reasonably investigate and take reasonable commercial steps to **** due to fraudulent behavior hereunder. Company agrees to use its commercially reasonable efforts to investigate any notice it receives from Label or Orchard in respect of suspected fraudulent behavior. (iv) Label shall work in good faith to educate all individual recording labels and their artists under either Label or Orchard, or any of Label’s or Orchards’ Affiliates, with a view to preventing them from, either directly or through third parties, engaging in any behavior that distorts the **** Confidential portion omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. number of plays (which, but for such behaviour, would be Royalty Bearing Plays) for any Authorized Recordings on the Services by fraudulent means, including but not limited to the use of automated means. Label shall further engage in good faith discussions with Company throughout the Term to consider improvements to Labels’, Orchards’ and their Affiliates’ compliance with this sub-paragraph where manifestly necessary based on Company’s findings.

Fraudulent Behavior. (i) Company shall use its commercially reasonable efforts to actively monitor and take steps to prevent and police by technical means, including but not limited to machine learning, any behavior by End Users and/or third parties that distorts the number of plays (which, but for such activity, would be Royalty Bearing Plays) for particular recordings on the Services by fraudulent means, including but not limited to the use of manual (e.g. click farms) or automated (e.g. bots) means. (ii) Company shall, subject to its confidentiality obligations to content providers, present to Label on a quarterly basis, key performance indicators in connection with identified ****, where possible including country-by-country breakdowns, including number of ****, in the context of both ****, plus the number of **** has been **** due to fraudulent behavior. Company shall engage in good faith discussions with Label throughout the Term to consider improvements and developments to Company’s fraudulent behavior detection and action to limit such behavior on the Services. (iii) Company shall reasonably investigate and take reasonable commercial steps to **** due to fraudulent behavior hereunder. Company agrees to use its commercially reasonable efforts to investigate any notice it receives from Label or Orchard in respect of suspected fraudulent behavior. (iv) Label shall work in good faith to educate all individual recording labels and their artists under either Label or Orchard, or any of Label’s or Orchards’ Affiliates, with a view to preventing them from, either directly or through third parties, engaging in any behavior that distorts the **** Confidential portion omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. number of plays (which, but for such behaviour, would be Royalty Bearing Plays) for any Authorized Recordings on the Services by fraudulent means, including but not limited to the use of automated means. Label shall further engage in good faith discussions with Company throughout the Term to consider improvements to Labels’, Orchards’ and their Affiliates’ compliance with this sub-paragraph where manifestly necessary based on Company’s findings. **** Confidential portion omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.