LIBRARY MUSIC INC. DBA TUNEY

End-User License Agreement

This End-User License Agreement is made and entered into as of the Effective Date between Tuney Music, Inc ("Tuney" "us" "we" "our") and you, the Licensee ("Licensee" "you" "your") (each a "Party" and collectively, the "Parties"), pursuant to which Tuney grants Licensee a license to use Licensed Audio Content created and downloaded by Licensee using Licensor’s platform on the terms set forth herein (the "Agreement"). This Agreement is supplemental to our Terms of Use, available at Terms and Conditions, which, together with the Terms and Conditions attached hereto, are incorporated by reference herein. To the extent that the terms of this Agreement contradict our Terms of Use, the terms of this Agreement shall prevail. All terms that are not specifically defined in this Agreement shall have the meaning given to them in our Terms of Use.

By purchasing a Subscription (as defined below) under this Agreement, you agree to the terms and conditions as set forth herein.

"Effective Date": The date on which your Subscription commences

"Approved Uses" Creator Subscription

Synchronizing with video content on your social media account(s) registered with Tuney and linked to your Tuney User Account, for non-commercial purposes only

Creator Pro Subscription

Synchronizing with video content to be distributed through digital channels, including social media, websites, digital video platforms and paid digital advertisements for you or your clients in your capacity as a video content creator or producer on behalf of small brands or individual clients.

"Exclusivity" Non-Exclusive

"Territory": Worldwide

"Term": In perpetuity for the Licensed Audio Content created and generated by you during the Subscription Period (defined below)

"Subscription Fee": $9.99/month (Creator Subscription)

$39.99/month (Creator Pro Subscription)

Last revised: February 1, 2021





Terms and Conditions

1. Ownership. You acknowledge that Tuney is the sole and exclusive owner of any and all intellectual property rights in and to the Licensed Audio Content as well as any drafts, alternatives, or similar audio content you may or may not have generated, interacted with, or commenced on our site (collectively "Other Content"). You agree not to contest the ownership or validity of our intellectual property rights, or do or suffer to be done any act which will impair and affect the validity of our intellectual property rights or the ownership thereof.

2. Grant of Rights. In consideration of the full payment of the Subscription Fee in accordance with the terms herein, Tuney hereby grants to you a non-exclusive, fully paid up, royalty free, non-transferable, non-sublicensable license to download, copy, exhibit, display, publish, broadcast, synchronize, or stream the Licensed Audio Content in whole or in part, solely in accordance with the Approved Use throughout the Territory for the Term.

3. Limitations on Use. Any rights not expressly granted herein are reserved to Tuney. You may not use the Licensed Audio Content or Other Content except as expressly set forth in the Approved Uses, and you may not:

a. Sell, transfer, sublicense, share, give away or otherwise assign the Licensed Audio Content or your rights granted hereunder to any other third party.

b. Use the Licensed Audio Content for any commercial purpose, including without limitation in connection with promotions, merchandising, branding or advertising except as expressly set forth in the Approved Uses.

c. Copy, exhibit, display, publish, broadcast, synchronize or stream the Licensed Audio Content, in whole or in part, on any social media account not registered in your name and not linked to your Tuney User Account if you are not subscribed as a ‘Creator Pro’.

d. Resell the Licensed Audio Content by itself or as part of a package, except in connection with the Approved Uses.

e. Resell the Licensed Audio Content or otherwise make it available in any manner that would enable a third party to download the Licensed Audio Content as a separate file.

f. Resell the Licensed Audio Content or otherwise make it available as part of any competing product, such as a music compilation, music licensing service or music library.

g. Modify the Licensed Audio Content in any way or sell the Licensed Audio Content (or otherwise make it available) as, or as part of, your music or as your song, even if it has been transformed, edited or with other instruments or vocals added.

h. Claim to be the creator or copyright holder of the Licensed Audio Content or of any derivative work created from the Licensed Audio Content.

4. Subscription Fee. This Agreement shall be a monthly subscription with a Subscription Fee as set forth above ("Subscription"), payable by you monthly to Tuney in accordance with the terms of this Agreement, unless otherwise agreed between the Parties in writing. In order to purchase a Subscription, you will be asked to supply your payment method and other relevant billing information ("Billing Information"). For more information about how we use your Billing Information, including how we may share it with third-party payment processors and vendors, please visit our Privacy Policy. Charges for a Subscription are processed by our third-party payment processor, Stripe, and are subject to their additional terms and conditions.

You agree to pay for any Subscription you order. Unless this Agreement is cancelled or otherwise terminated in accordance with the terms herein, Tuney will invoice you monthly on the date of the Effective Date for each month for your Subscription via Stripe, along with any additional amounts relating to applicable taxes, bank fees and currency fluctuations (the "Payment Method"). Your Subscription will start on the Effective Date and will automatically renew on a monthly basis, as applicable, unless and until

(a) you cancel the Subscription in accordance with our cancellation policy or

(b) Tuney elects not to renew the Subscription in its sole discretion (the "Subscription Period"). By purchasing a Subscription and providing your Billing Information, you authorize us and/or our payment processor to automatically charge our then-current Corporate Membership Fees to your Payment Method at the beginning of the initial month of the Subscription and each subsequent billing period. Your Payment Method will continue to be automatically charged the Subscription Fee until you cancel your Subscription in accordance with our cancellation policy.

If your Payment Method reaches its expiration date, you do not edit your Payment Method information and you have an ongoing Subscription, you authorize us to continue billing that Payment Method on file, including extending the expiration date, until we are notified by you or the Payment Method provider that the Payment Method is no longer valid. If your Payment Method on file becomes invalid due to an expired credit card or other reason and we are unable to charge you on the next billing period, we reserve the right to immediately cancel the Subscription that you have ordered until you update your Payment Method.

5. Cancellation Policy. You may cancel your Subscription at any time through your User Account (as defined in our Terms of Service). We do not offer any refunds or credits if you cancel your Subscription after an automatic charge to your payment method is made, unless otherwise determined by Tuney in our sole discretion. In such case, your Subscription and this Agreement will terminate at the end of the last billing period that you have paid for.

6. Your Representations and Warranties. You represent and warrant that

(a) you have the right, power and authority to enter into this Agreement;

(b) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action, as applicable; and

(c) the entry into this Agreement and the performance of its obligations herein does not and will not breach or conflict with any agreement with a third party; and

(d) your use of the Licensed Audio Content will not violate and infringe upon the rights of any third party.

7. Indemnity. You shall defend, indemnify, and hold harmless Tuney and Tuney’s affiliates, and each of their respective officers, directors, employees, agents, successors, and assigns (each, a "Tuney Indemnitee") from and against all any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, fees, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers that are incurred by a Tuney Indemnitee arising out of or resulting from any third party claim, suit, action, or proceeding that arises out of or results from your breach of any of your representations, warranties, covenants, or obligations under this Agreement. Tuney shall promptly notify you of any such claim or suit, and cooperate fully (at your expense) in the defense of such claim or suit. If we do not hear from you promptly, we reserve the right to defend such claim or suit and seek full recompense from you.

8. Discontinuation. In the event that we get a notice or otherwise conclude that any Licensed Audio Content may be subject to a claim of infringement of another’s right for which we may be liable, we may require you to immediately stop using, delete or remove the Licensed Audio Content from, without limitation, all platforms, sites, apps, and distribution points, as well as your premises, computer systems and storage (electronic or physical); and ensure that your clients do likewise.

9. Termination. If you are in material breach of this Agreement, including without limitation in material breach of any of your representations and warranties, Tuney may terminate this Agreement immediately upon written notice to you. Upon termination of this Agreement by Tuney, all rights granted to you pursuant to this Agreement shall immediately terminate and you must delete or remove the Licensed Audio Content from, without limitation, all platforms, sites, apps, and distribution points, as well as your premises, computer systems and storage (electronic or physical); and ensure that your clients do likewise

10. Limitation of Liability: Tuney makes no warranty or representation, express or implied, except that it warrants that it has the right to grant the license granted hereunder. The total liability of Tuney under this Agreement arising from your use of any Licensed Audio Content shall be limited to the monthly Subscription Fee paid by you for such Licensed Audio Content. You hereby agree that the Licensed Audio Content is granted to you without any other warranty, recourse, damages, or claims whether in law or in equity.

11. Entire Agreement; Amendment. This Agreement constitutes the entire agreement of the Parties hereto with respect to the specific subject matter hereof, both written and oral between the Parties with respect to the subject matter hereof, except as expressly provided herein. This Agreement may not be amended or modified except by an instrument in writing signed by Tuney and you.

12. Waiver. Either Party’s failure to require the performance of the other Party under any provision of this Agreement will not affect the right of such Party to require performance under said provision at any time thereafter. Nor will waiver by either Party of a breach of any provision of this Agreement be taken or held to be a waiver of the provision itself.

13. Severability of Terms. If any provision of this Agreement is found to be unenforceable or invalid, then only that provision shall be modified to reflect the parties’ intention or eliminated to the minimum extent necessary so that the Agreement shall otherwise remain in full force and effect and enforceable.

14. Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns and designees. Tuney shall have the right to transfer, assign, or delegate its rights or obligations under this Agreement or any portion thereof without limitation and without your consent. You shall not have the right to transfer, assign or delegate your rights or obligations under this Agreement or any portion thereof without the prior written consent of Tuney, except that you may assign this Agreement in the event of a merger, acquisition or purchase of all or substantially all of its assets.

15. Construction. The section titles in the Terms are for convenience only and have no legal or contractual effect.

16. Notices. Except as explicitly stated otherwise, legal notices will be served, with respect to you, to the email address you provide to us in your request for a license. Notice will be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, Tuney may give you legal notice by mail to the address provided during the registration process. In such case, notice will be deemed given three days after the date of mailing. Notices to Tuney concerning this Agreement should be sent to:

Tuney Music Inc.

1960 Milan Avenue

Los Angeles, CA 91030

Attn: Antony Demekhin

17. Governing Law; Conflict Resolution. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction). Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any court of appropriate jurisdiction in New York County, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.