Pricing
TBS offers two price options:
Single Licence
Annual / Monthly Subscription
The Individual Product Licence allows customers to pay only monthly to get unlimited access to every file in the TBS catalog. The specific terms and coverage of this license are identical to the annual subscription license below. You can learn more about this license here.
The Annual Subscription is paid monthly or once per year and gives you unlimited access to everything in the TBS catalog for almost every type of individual fitness media project, (Not including commercial client use). You can learn more about this license here.
If you have questions about a specific use please contact us directly at licensing@totalbodyfitness.com and we will take care of you!
Subscription & lifetime license
TBS subscribers can download any song on the platform to sync with motion pictures, films, video games, podcasts, branded content and visual media projects.
More precisely, audiio grants you a nonexclusive, worldwide copyright license to download, modify, distribute, and use music from audiio.com for media projects, including for commercial client purposes. This subscription license does not include the right to compile music from audiio to replicate a similar or competing service and it does not cover content distributed on broadcast television and equivalent streaming platforms (Netflix, Hulu, etc) or national/international theatrical releases.
Single Licence
Annual / Monthly Subscription
The Individual Product Licence allows customers to pay only monthly to get unlimited access to every file in the TBS catalog. The specific terms and coverage of this license are identical to the annual subscription license below. You can learn more about this license here.
The Annual Subscription is paid monthly or once per year and gives you unlimited access to everything in the TBS catalog for almost every type of individual fitness media project, (Not including commercial client use). You can learn more about this license here.
If you have questions about a specific use please contact us directly at licensing@totalbodyfitness.com and we will take care of you!
Subscription & lifetime license
TBS subscribers can download any song on the platform to sync with motion pictures, films, video games, podcasts, branded content and visual media projects.
More precisely, audiio grants you a nonexclusive, worldwide copyright license to download, modify, distribute, and use music from audiio.com for media projects, including for commercial client purposes. This subscription license does not include the right to compile music from audiio to replicate a similar or competing service and it does not cover content distributed on broadcast television and equivalent streaming platforms (Netflix, Hulu, etc) or national/international theatrical releases.
Subscription & license faqs
What does my audiio annual subscription license include?
The annual subscription gives you access to every song on the TBS platform and unlimited number of song downloads for your projects throughout the year. This license covers distribution on any platform, excluding broadcast television or equivalent (i.e. Netflix, Hulu, etc) and nationally/internationally distributed theatrical releases. In short, as long as your film won't air on tv or show in theaters across the nation you are covered by the subscription license.
Does my license expire if I cancel my subscription?
Yes. We have priced our subscription service extremely competitively so that its lower than anything else available on the market, so as long as you have a paid subscription you can use all content available without issue. If you choose not to renew your subscription and wish to continue to use our music, you can simply purchase an individual license for the required tracks. But, please contact us and we will be happy to supply you a heavily discounted code for the products you wish to use, granting you perpetual, ongoing use that never expires on each item!
Can I try songs in my project before subscribing?
Yes. You can create a free account and get full access to download trial tracks, create playlists, save favorites, and use any other function of the website.
If my company or agency subscribes to TBS, can anyone on our team use the account?
Yes. As long as the projects that are created are commissioned by the company and/or clients of the company. If an individual on your team is creating a project that is outside of your company’s work, he/she will need to purchase a separate subscription or Individual Licence.
Do you provide an official invoice for my purchase?
Yes, once you have made your Audiio purchase you can download an invoice directly in your account settings area. You will be able to provide invoice information including business name, address, VAT/TAX ID and more.
Does my license cover me for a client who hires me for a project?
Yes, absolutely! If a client hires you to create a project for them then you are covered..
How often is new music added?
Every week!
Can I mix/edit/re-master the music to fit my product?
Yes! As long as the music is being used in a film project you are free to edit to fit into your project.
What’s the catch? Are there any restrictions I need to be aware of?
The annual subscription covers you for a wide range of project types, including paid advertisements, branded content, feature/short films, video games, podcasts and more. So go ahead and boost it on Facebook, premiere it in film festivals, pre-roll it on YouTube, launch it on Kickstarter, or feature it in video games. The only distribution that is not covered under the subscription license is broadcast television or an equivalent streaming network (i.e. Netflix, Hulu) and national/international theatrical releases.
What if I would like coverage for broadcast television or equivalent as well?
You can upgrade most music for £99 to cover additional distribution including television broadcast, OTT streaming platforms, and national/international theatrical releases. If you are a subscriber you simply select this option when downloading your track. If you have any questions please reach out to licensing@audiio.com
Does a subscription cover live broadcasts and/or music used in public performances?
We provide a synchronization license for music to be paired with visual media. In most cases a synchronization license does not cover use in public performances or live streaming.
What file format do I receive?
All Workouts are delivered in HQ 320mp3 file format, due to the size and length of some of our workouts we feel this is the best choice to avoid streaming issues, download speeds and file size. But, you do have the ability to also download high quality .wav files for every song on our platform if required, Just drop us an email.
Who owns the music on TBS?
All music on TBS is owned by us, it is all produced in house by our own producers. Purchasing a license or subscription through TBS provides you with a license for global use in perpetuity, meaning the license does not expire. Each time you download a song for your project, you are provided with a PDF copy of the license which protects you against claims of misuse. Occasionally, you may receive a Content ID acknowledgement claim on YouTube which is a notice to let you know TBS has the song registered with YouTube. This helps protect TBS from fraudulent use of our music.
If you receive a notice from YouTube, you simply need to show your receipt and PDF license (included with each download) and it will be cleared for use.
Will I need to pay an additional fee to monetize on YouTube?
YouTube monetization is included without having to pay additional fees. To find songs that are approved for monetization look for this symbol . You can learn more about how Audiio works with Content ID and monetization here.
Can I download every song on the TBS platform with my subscription?
Yes, you have full access to all music files within your subscription. We do have download limits of 10 files/week to mitigate download fraud.
Can I get a refund on my subscription?
Yes, if you purchase a subscription and would like a full refund for any reason in the first 14 days simply email licensing@totalbodysound.com and we will take care of this for you. Unfortunately we cannot offer refunds after 14 days have past. You can also email us to cancel your annual subscription anytime.
The annual subscription gives you access to every song on the TBS platform and unlimited number of song downloads for your projects throughout the year. This license covers distribution on any platform, excluding broadcast television or equivalent (i.e. Netflix, Hulu, etc) and nationally/internationally distributed theatrical releases. In short, as long as your film won't air on tv or show in theaters across the nation you are covered by the subscription license.
Does my license expire if I cancel my subscription?
Yes. We have priced our subscription service extremely competitively so that its lower than anything else available on the market, so as long as you have a paid subscription you can use all content available without issue. If you choose not to renew your subscription and wish to continue to use our music, you can simply purchase an individual license for the required tracks. But, please contact us and we will be happy to supply you a heavily discounted code for the products you wish to use, granting you perpetual, ongoing use that never expires on each item!
Can I try songs in my project before subscribing?
Yes. You can create a free account and get full access to download trial tracks, create playlists, save favorites, and use any other function of the website.
If my company or agency subscribes to TBS, can anyone on our team use the account?
Yes. As long as the projects that are created are commissioned by the company and/or clients of the company. If an individual on your team is creating a project that is outside of your company’s work, he/she will need to purchase a separate subscription or Individual Licence.
Do you provide an official invoice for my purchase?
Yes, once you have made your Audiio purchase you can download an invoice directly in your account settings area. You will be able to provide invoice information including business name, address, VAT/TAX ID and more.
Does my license cover me for a client who hires me for a project?
Yes, absolutely! If a client hires you to create a project for them then you are covered..
How often is new music added?
Every week!
Can I mix/edit/re-master the music to fit my product?
Yes! As long as the music is being used in a film project you are free to edit to fit into your project.
What’s the catch? Are there any restrictions I need to be aware of?
The annual subscription covers you for a wide range of project types, including paid advertisements, branded content, feature/short films, video games, podcasts and more. So go ahead and boost it on Facebook, premiere it in film festivals, pre-roll it on YouTube, launch it on Kickstarter, or feature it in video games. The only distribution that is not covered under the subscription license is broadcast television or an equivalent streaming network (i.e. Netflix, Hulu) and national/international theatrical releases.
What if I would like coverage for broadcast television or equivalent as well?
You can upgrade most music for £99 to cover additional distribution including television broadcast, OTT streaming platforms, and national/international theatrical releases. If you are a subscriber you simply select this option when downloading your track. If you have any questions please reach out to licensing@audiio.com
Does a subscription cover live broadcasts and/or music used in public performances?
We provide a synchronization license for music to be paired with visual media. In most cases a synchronization license does not cover use in public performances or live streaming.
What file format do I receive?
All Workouts are delivered in HQ 320mp3 file format, due to the size and length of some of our workouts we feel this is the best choice to avoid streaming issues, download speeds and file size. But, you do have the ability to also download high quality .wav files for every song on our platform if required, Just drop us an email.
Who owns the music on TBS?
All music on TBS is owned by us, it is all produced in house by our own producers. Purchasing a license or subscription through TBS provides you with a license for global use in perpetuity, meaning the license does not expire. Each time you download a song for your project, you are provided with a PDF copy of the license which protects you against claims of misuse. Occasionally, you may receive a Content ID acknowledgement claim on YouTube which is a notice to let you know TBS has the song registered with YouTube. This helps protect TBS from fraudulent use of our music.
If you receive a notice from YouTube, you simply need to show your receipt and PDF license (included with each download) and it will be cleared for use.
Will I need to pay an additional fee to monetize on YouTube?
YouTube monetization is included without having to pay additional fees. To find songs that are approved for monetization look for this symbol . You can learn more about how Audiio works with Content ID and monetization here.
Can I download every song on the TBS platform with my subscription?
Yes, you have full access to all music files within your subscription. We do have download limits of 10 files/week to mitigate download fraud.
Can I get a refund on my subscription?
Yes, if you purchase a subscription and would like a full refund for any reason in the first 14 days simply email licensing@totalbodysound.com and we will take care of this for you. Unfortunately we cannot offer refunds after 14 days have past. You can also email us to cancel your annual subscription anytime.
terms & conditions
This license agreement is comprised of this document and the applicable TBS license type you selected from the TBS website as indicated in the invoice rendered to you in connection with the transaction referred to above (“Invoice”) which is incorporated herein by reference. (collectively, the “License Agreement”). The License Agreement constitutes a binding agreement between you and TBS.
Agreement. You, as the licensee, (“you” or “your”) and agree to enter into this License Agreement with TBS, a Luna Moda limited liability company (“TBS” “totalbodysound.com”), to license from TBS one or more sound recordings (“Master(s)”) and one or more underlying musical compositions embodied in the Master(s) (the Master(s) and the composition(s) embodied thereon and any part(s) thereof shall hereinafter be referred to individually and collectively as the “Composition”) for the purpose of using the Composition in connection with an audio-visual production (“Production”) or synchronization. The type of license (“Annual Subscription” or “Single License”) shall be specified in the Invoice.
License Grant.
Conditioned upon payment in full from you for the applicable licensing fee (“Fee”) and subject to the terms and conditions of this Licensing Agreement, Audiio grants you during the Term (as specified in your invoice) a nonexclusive, non-transferable (except as provided in Section 11), right and license, in the Territory solely to synchronize the Composition in your Production in accordance with the specified use you selected from the Audiio website. To clarify, the Annual Subscription covers perpetual, global use and Single Licenses purchased directly through the website are also perpetual, global use. Custom licenses not downloaded via the Annual Subscription or purchased directly through the website will be handled on a case-by-case basis.
Reservation of Rights.
You hereby acknowledge and agree that other than the rights in the Composition specifically granted to you in this License Agreement, you shall have no rights in and to the Composition and all rights in and to the Composition not expressly granted to you herein are hereby reserved by Audiio.
This license shall not transfer to you nor shall you assert any ownership interest whatsoever (including, but not limited to, copyright, trademark, and/or goodwill) in or to the Composition. In no event shall the Composition be featured separately from the approved use.
License Territory and Term.
Unless otherwise stated, the territory covered by this License Agreement is the universe (the "Territory") and the term of the license is perpetual (“Term”).
Credits. You have the option to use or refer to the name(s) of the artist and/or songwriter(s) of the Composition in the credits, and include Audiio as your licensing source in any promotions, advertisements and publicity of the Production.
Termination.
This License Agreement shall terminate automatically in the event you become insolvent or you breach this License Agreement. Audiio shall have the right to obtain injunctive relief as a result of any use by you of the Composition after termination of this License Agreement in addition to any other rights and remedies available.
Subscription Cancellation. The Annual Subscription can be cancelled anytime. Yes, if you purchase the lifetime membership or subscription and would like a full refund for any reason in the first 14 days simply email licensing@totalbody.com and we will take care of this for you.
TBS Representations and Warranties.
TBS represents and warrants that:
(a) it has the right authority to enter into this License Agreement and to grant to you the rights granted herein;
(b) the use of the Composition, as contemplated in this License Agreement, will not violate the rights of any third party.
This License Agreement is given and accepted without any other representation or warranty, whether express or implied, on the part of TBS, including without limitation any implied warranties of merchantability or fitness for a particular purpose.
Your Indemnification of TBS.
You agree to indemnify, defend, and hold harmless Audiio, its affiliates and their respective directors shareholders, officers, members, agents, employees successors and assigns and the copyright proprietors of the Composition, from and against any and all third-party claims, liabilities, losses, or damages as a result of any use of the Composition that is inconsistent with the terms of this License Agreement or as a result of your breach of the terms contained in this License Agreement.
LIMITATION OF LIABILITY. EXCEPT WITH RESPECT TO AUDIIO’S LIABILITY FOR INDEMNIFICATION IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF AUDIIO UNDER OR IN CONNECTION WITH THIS LICENSE AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE AMOUNT OF THE FEE PAID TO AUDIIO FOR THE APPLICABLE LICENSE.
Download Abuse.
It is hereby clarified that downloading contents from the Site by any automatic means such as software, bots, mass downloads, or any other technical mean will not be considered a reasonable use and is prohibited according to the license conditions. If this activity is detected under your Audiio account, your account will immediately be suspended without notice.
Assignment.
You shall not assign or otherwise transfer any of your rights, or delegate or otherwise transfer any of your obligations or performance under this License Agreement, without Audiio’s prior written consent. Any purported assignment, delegation, or transfer in violation of this section is void. Subject to the foregoing, this License Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
Entire Agreement. This License Agreement constitutes the sole and entire agreement of the parties to this License Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.
Severability.
If any term or provision of this License Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this License Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this License Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
Amendment and Modification; Waiver.
This License Agreement may be amended, modified, or supplemented by TBS from time to time. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this License Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this License 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.
Improper Use.
It is forbidden to use the Composition, inclusive of as part of projects, in context of pornography and abomination, racism, hate and discrimination against any person or based on race, religion, sex, sexual orientation, community or nationality, threats, hurting the helpless, slander and any other insulting contents. The determination of Improper Use will be subject to the discretion of Audiio and any account found to violate these terms will immediately be suspended.
Unauthorized Use.
You hereby agree that any unauthorized use by you and/or by anyone on your behalf of any of the Works or in a manner deviating from the conditions of the License herein, constitute a breach of the Agreement as well as a violation of the copyright laws, and the Site and anyone on its behalf have the full right to exercise all rights and remedies available to it by law in such case.
Governing Law; Submission to Jurisdiction.
This License Agreement is governed by and construed in accordance with the internal laws of the United Kingdom without giving effect to any choice or conflict of law provision or rule (whether of the United Kingdom or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the United Kingdom. Any legal suit, action, or proceeding arising out of or related to this License Agreement or the license granted hereunder shall be instituted exclusively in the federal courts of the United Kingdom or the courts of the United Kingdom in each case located in the United Kingdom and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such party's address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court. Notwithstanding the foregoing, we and our assignees, successors and designees may seek injunctive or other equitable relief in any jurisdiction to enforce the terms of this agreement and our rights hereunder.
Agreement. You, as the licensee, (“you” or “your”) and agree to enter into this License Agreement with TBS, a Luna Moda limited liability company (“TBS” “totalbodysound.com”), to license from TBS one or more sound recordings (“Master(s)”) and one or more underlying musical compositions embodied in the Master(s) (the Master(s) and the composition(s) embodied thereon and any part(s) thereof shall hereinafter be referred to individually and collectively as the “Composition”) for the purpose of using the Composition in connection with an audio-visual production (“Production”) or synchronization. The type of license (“Annual Subscription” or “Single License”) shall be specified in the Invoice.
License Grant.
Conditioned upon payment in full from you for the applicable licensing fee (“Fee”) and subject to the terms and conditions of this Licensing Agreement, Audiio grants you during the Term (as specified in your invoice) a nonexclusive, non-transferable (except as provided in Section 11), right and license, in the Territory solely to synchronize the Composition in your Production in accordance with the specified use you selected from the Audiio website. To clarify, the Annual Subscription covers perpetual, global use and Single Licenses purchased directly through the website are also perpetual, global use. Custom licenses not downloaded via the Annual Subscription or purchased directly through the website will be handled on a case-by-case basis.
Reservation of Rights.
You hereby acknowledge and agree that other than the rights in the Composition specifically granted to you in this License Agreement, you shall have no rights in and to the Composition and all rights in and to the Composition not expressly granted to you herein are hereby reserved by Audiio.
This license shall not transfer to you nor shall you assert any ownership interest whatsoever (including, but not limited to, copyright, trademark, and/or goodwill) in or to the Composition. In no event shall the Composition be featured separately from the approved use.
License Territory and Term.
Unless otherwise stated, the territory covered by this License Agreement is the universe (the "Territory") and the term of the license is perpetual (“Term”).
Credits. You have the option to use or refer to the name(s) of the artist and/or songwriter(s) of the Composition in the credits, and include Audiio as your licensing source in any promotions, advertisements and publicity of the Production.
Termination.
This License Agreement shall terminate automatically in the event you become insolvent or you breach this License Agreement. Audiio shall have the right to obtain injunctive relief as a result of any use by you of the Composition after termination of this License Agreement in addition to any other rights and remedies available.
Subscription Cancellation. The Annual Subscription can be cancelled anytime. Yes, if you purchase the lifetime membership or subscription and would like a full refund for any reason in the first 14 days simply email licensing@totalbody.com and we will take care of this for you.
TBS Representations and Warranties.
TBS represents and warrants that:
(a) it has the right authority to enter into this License Agreement and to grant to you the rights granted herein;
(b) the use of the Composition, as contemplated in this License Agreement, will not violate the rights of any third party.
This License Agreement is given and accepted without any other representation or warranty, whether express or implied, on the part of TBS, including without limitation any implied warranties of merchantability or fitness for a particular purpose.
Your Indemnification of TBS.
You agree to indemnify, defend, and hold harmless Audiio, its affiliates and their respective directors shareholders, officers, members, agents, employees successors and assigns and the copyright proprietors of the Composition, from and against any and all third-party claims, liabilities, losses, or damages as a result of any use of the Composition that is inconsistent with the terms of this License Agreement or as a result of your breach of the terms contained in this License Agreement.
LIMITATION OF LIABILITY. EXCEPT WITH RESPECT TO AUDIIO’S LIABILITY FOR INDEMNIFICATION IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF AUDIIO UNDER OR IN CONNECTION WITH THIS LICENSE AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE AMOUNT OF THE FEE PAID TO AUDIIO FOR THE APPLICABLE LICENSE.
Download Abuse.
It is hereby clarified that downloading contents from the Site by any automatic means such as software, bots, mass downloads, or any other technical mean will not be considered a reasonable use and is prohibited according to the license conditions. If this activity is detected under your Audiio account, your account will immediately be suspended without notice.
Assignment.
You shall not assign or otherwise transfer any of your rights, or delegate or otherwise transfer any of your obligations or performance under this License Agreement, without Audiio’s prior written consent. Any purported assignment, delegation, or transfer in violation of this section is void. Subject to the foregoing, this License Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
Entire Agreement. This License Agreement constitutes the sole and entire agreement of the parties to this License Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.
Severability.
If any term or provision of this License Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this License Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this License Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
Amendment and Modification; Waiver.
This License Agreement may be amended, modified, or supplemented by TBS from time to time. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this License Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this License 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.
Improper Use.
It is forbidden to use the Composition, inclusive of as part of projects, in context of pornography and abomination, racism, hate and discrimination against any person or based on race, religion, sex, sexual orientation, community or nationality, threats, hurting the helpless, slander and any other insulting contents. The determination of Improper Use will be subject to the discretion of Audiio and any account found to violate these terms will immediately be suspended.
Unauthorized Use.
You hereby agree that any unauthorized use by you and/or by anyone on your behalf of any of the Works or in a manner deviating from the conditions of the License herein, constitute a breach of the Agreement as well as a violation of the copyright laws, and the Site and anyone on its behalf have the full right to exercise all rights and remedies available to it by law in such case.
Governing Law; Submission to Jurisdiction.
This License Agreement is governed by and construed in accordance with the internal laws of the United Kingdom without giving effect to any choice or conflict of law provision or rule (whether of the United Kingdom or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the United Kingdom. Any legal suit, action, or proceeding arising out of or related to this License Agreement or the license granted hereunder shall be instituted exclusively in the federal courts of the United Kingdom or the courts of the United Kingdom in each case located in the United Kingdom and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such party's address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court. Notwithstanding the foregoing, we and our assignees, successors and designees may seek injunctive or other equitable relief in any jurisdiction to enforce the terms of this agreement and our rights hereunder.