Soundsnap Music License

This is an agreement between OJOO LIMITED, a Cyprus limited liability company, doing business as Soundsnap, and its successors and assigns ("Company" or "we" or "us" or "our") and you, or the entity on whose behalf you are entering this agreement with ("you" or "your") with respect to your non-exclusive usage of a sound recording downloaded from our website. These sound recordings are the recordings of musical compositions created by third parties.

By purchasing a license from us, you agree to be bound by the following terms and conditions in relation to the sound recording you have downloaded (the "Agreement"):

• The Track. We own or posses all rights in relation to the sound recording or have the license to sublicense the sound recording including the underlying musical composition in the Track listed in Table A (the "Track")- in accordance with the terms of this Agreement. However, the third-party music producer(s) responsible for the composition of the Track (the "Music Creator"), as identified in Table A, retains full ownership of the underlying musical composition of the Track. For avoidance of doubt, the Track may contain public domain elements embodied.
• Unlimited License. We grant you a non-exclusive, unlimited, non-sublicensable, and nontransferable license to use Track including the underlying musical composition. Under our license, you may download, reproduce, and prepare derivative works of the Track for the purpose of using the Track(s) in sync with your own audio-visual works, and/or your own audio works (the combination of the Track and your own works are called a "Project").
  1. In order to be considered a Project, the Track(s) must be synced with audio and/or audio-visual content. Below are examples of Projects:
     i. Audio-visual Projects - some examples of audio-visual works include (A) films, and (B) interactive gaming content, both of which use Tracks as part of the sound; and
     ii. Audio Projects - some examples of audio works include a podcast or a talk show that display a static image as the icon, and which also uses the Tracks incorporated into the podcast or talk show audio itself.
  2. However, posting a picture with just a Track (or multiple Tracks alone) as the only audio component alone is not allowed.
• Term of License. The term of this license shall be perpetual and allows you to reproduce, distribute, perform and display the Project for any lawful purpose, subject to the terms found in this Agreement. You acknowledge and understand that similar licenses to third parties with regards to the Track(s) may be issued.
• Commercial Usage of Track. You may use the Track in the Project for both commercial and non-commercial purposes. For illustrative purposes, this includes films, series, podcasts, video games, presentations, social media posts, and any other usage where music is being displayed in conjunction with visual works (including cable television), subject to the terms of this Agreement.
• Restricted Usage of Track. You may not (i) transfer, sublicense, copy, or display the Track, except as permitted in this Agreement; (ii) sell, rent, lease, distribute, or broadcast the Track except as permitted in this Agreement; (iii) remove any proprietary notices or labels on the Track; (iv) attempt to disable, bypass, modify, defeat, or otherwise circumvent any digital rights management or other protection system applied to the Track or used as part of the Service; (v) use the Track in any way not explicitly permitted in this Agreement and subject to the restrictions found in this Agreement, including using the Track without visual works; (vi) use the Track to create a new musical recording; (vii) use the Track in any way that would reasonably be considered competitive to Company; (viii) use any of the stems of the Track in isolation as 'samples' in order to create a new composition (for example by adding new elements that are not part of the original composition); (x) register the Track into Content ID (as later described); or (xi) use the for any obscene or illegal purpose, which such determination will be made in our sole and absolute discretion. For avoidance of doubt, you can use the stems (multitrack) to mix, master or arrange (extend or shorten) the Track and you can remove elements of the Track.
• Cue Sheets. A Track licensed by us is not so called 'PRO-free'. You shall be responsible for registering the Track on cue sheets with the applicable public performance organizations (such as ASCAP or BMI), networks, stations, and any other organization where industry practice requires such, if applicable. The relevant information needed for you to do so properly credit the Music Creator of the Track is listed on Table A .
• Samples. While we will take commercially reasonable steps to ensure the Track has no potential samples or interpolated compositions, it is not possible for us to guarantee the Track does not contain any third party works and must license the Track on an 'as is' basis. As such, you acknowledge and understand that, to the extent permitted by law, we cannot take responsibility for identifying or conducting any clearances required in the Track.
• Content ID. You shall not register the Track (or any Project using the Track) into Youtube's content ID platform (or similar technologies with respect to copyright claiming such as Facebook Rights Manager) ("Content ID").
• Disclaimer of Warranties. To the fullest extent permitted by law, the Track is provided "as is" and on an "as available" basis and we disclaim all warranties of any kind, whether express or implied, including: (i) any implied warranty of merchantability, fitness for a particular purpose, title, quiet enjoyment, or non-infringement; and (ii) any warranty arising out of course of dealing, usage, or trade, to the fullest extent permitted by applicable law. Downloading of the Track is accessed at your own risk, and you shall be solely responsible for any damage to your property, including, but not limited to, your computer system and any device you use to access the Track or any other loss that results from accessing the Track. You acknowledge and agree that we are not liable, and you agree not to seek to hold us liable, for the conduct of third parties, including operators of external sites, and that the risk of injury from such third parties' rests entirely with you. You understand that we do not make any attempt to verify the statements of the Music Creator. We make no warranty that the Track will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality of the Track.
• Indemnification and Limitation of Liability. You agree to indemnify, defend, and hold us, our affiliates, successors, assigns, agents, distributors, designees, licensees, agents, contractors, and employees (together, the "Indemnified Parties"), harmless from and against any and all damages, losses, costs and expenses (including reasonable attorneys' fees and costs actually incurred) which may be suffered or incur by the Indemnified Parties in connection with any claim, demand or action by a third party arising out of any breach of or alleged breach of any agreement, representation, grant, or warranty made or assumed by you under this Agreement or otherwise arising with respect to the rights granted to us as per this Agreement and the exercise of such rights. To the fullest extent permitted by law, in no event will we be liable to you for any indirect, incidental, special, consequential or punitive damages (including damages for loss of profits, goodwill, or any other intangible loss) arising out of or relating to your access platform our or use of the Track or any materials or content on the Track or services, whether based on warranty, contract, tort (including negligence), statute, or any other legal theory, and whether or not we have been informed of the possibility of damage. To the fullest extent permitted by law, the aggregate liability to you for all claims arising out of this Agreement, whether in contract, tort, or otherwise, is limited the amounts you have paid to us during the one-year period prior to the date of your claim against us.
• Dispute Resolution. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in New York, NY before one arbitrator. The arbitration shall be administered by JAMS pursuant to its 'Comprehensive Arbitration Rules and Procedures' and in accordance with the 'Expedited Procedures' in those rules. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
• Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, exclusive of conflict or choice of law rules.
• General Provisions. It is expressly agreed that nothing contained in this Agreement shall constitute a partnership, a joint venture, agency or employment relationship between you and us. We shall be entitled to terminate the licenses granted under this Agreement immediately in the case you should breach any term of this Agreement. We shall have the right, at its election, to assign any of its rights under this Agreement, in whole or in part, to any person or entity. You shall not have the right to assign any obligations or rights under this Agreement, absent the express consent by us. This Agreement supersedes all prior agreements between the parties pertaining to the subject matter hereof, whether verbal or written, and any further modification(s) to this Agreement shall not be binding unless in writing and signed by the parties. You are responsible for providing us a valid and current e-mail address. In the event that the last e-mail address you provided is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to us via email to: hello@soundsnap.com. Such notice shall be deemed given when received by us. Any waiver or failure to enforce any provision of the Agreement will not be deemed a waiver of any other provision or of such provision on any other occasion. If any portion of this Agreement is held invalid or unenforceable the remaining portions shall remain in full force and effect and such portions held invalid or unenforceable that shall, to the extent permitted by law, be construed in a manner to reflect, as nearly as possible, the original intention of the Parties.

TABLE A