Terms and Conditions

Effective Date: September 9th, 2019

Universal Production Music (“UPM”) Terms and Conditions:

GENERAL DOWNLOAD AGREEMENT FOR UNIVERSAL PRODUCTION MUSIC LIBRARY ("AGREEMENT")

PLEASE READ THIS GENERAL DOWNLOAD AGREEMENT CAREFULLY BEFORE CLICKING ‘I AGREE TO UPM’s TERMS AND CONDITIONS’ CHECKBOX AND BEFORE DOWNLOADING UNIVERSAL PRODUCTION MUSIC COMPOSITIONS. BY ACCEPTING AND BY DOWNLOADING UPM COMPOSITIONS, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS GENERAL DOWNLOAD AGREEMENT ("ONLINE ACCEPTANCE"). IF YOU DO NOT AGREE TO THE TERMS OF THIS DOWNLOAD AGREEMENT, DO NOT CLICK ON THE ‘I AGREE TO UPM’s TERMS AND CONDITIONS’ CHECKBOX AND DO NOT DOWNLOAD UPM COMPOSITIONS.

Whereas UPM is the owner or administrator of certain rights in and to the musical COMPOSITIONS and sound recordings (hereafter referred to as COMPOSITIONS) in the PRODUCTION MUSIC LIBRARIES (hereafter referred to as LIBRARIES), available for download at www.universalproductionmusic.com (the "WEBSITE") (hereafter referred to as "DOWNLOADED LIBRARY MUSIC"). Whereas the undersigned ("COMPANY") is engaged in the business of producing certain PRODUCTIONS, including, without limitation, television programs, films, film trailers, video games, audio-visual advertisements whether in-context or out-of-context (the "PRODUCTIONS"). Whereas, COMPANY wishes to obtain access to LIBRARIES in order to audition certain COMPOSITIONS from such LIBRARIES for possible use and synchronization in certain PRODUCTIONS on a non-exclusive basis and to obtain from UPM a license for any such uses and/or synchronizations, if any. NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed as follows:

1. TERM. The "TERM" during which UPM shall make the LIBRARIES available to COMPANY LIBRARIES via the WEBSITE and through which the COMPANY shall have the ability to download COMPOSITIONS from the WEBSITE, which shall commence upon the date hereof and continue for a period of One (1) Year ("INITIAL PERIOD"). Notwithstanding the foregoing, the TERM may be automatically extended (the "EXTENDED PERIOD") as follows if the aggregate amount of license fees paid to UPM by COMPANY pursuant to LICENSE AGREEMENTS entered into during the Initial Period exceeds five hundred ($500.00) US dollars.

2. GRANT OF RIGHTS. Subject to the terms and conditions hereof and solely during the TERM and throughout the Territory (for the purposes hereof, the "Territory" shall be deemed the United States and its Territories, Canada and the Caribbean nations), UPM grants to COMPANY the following limited rights: (a) COMPANY have the limited right to download any COMPOSITION in any LIBRARY which is the subject of this AGREEMENT solely for the purpose of assessing whether to use and/or synchronize the COMPOSITION in a PRODUCTION on a non-exclusive basis, provided such synchronization occurs within the Territory; (b) COMPANY shall have the right to use and/or synchronize the COMPOSITIONS in a PRODUCTION solely for the purpose of assessing the commercial appeal of such use provided that COMPANY shall have no right to commercially exploit the PRODUCTION embodying the COMPOSITION(s) unless and until COMPANY complies with each of the following obligations: (i) COMPANY shall report to UPM its use and/or synchronization of any COMPOSITIONS during the TERM no later than thirty (30) days following such use and/or synchronization; (ii) COMPANY enters into an agreement governing the terms of the use and/or synchronization of the COMPOSITION in the PRODUCTION, the terms of which shall govern the rights under this subparagraph 2(b) COMPANY to pay at least the applicable fee (the "Fee") and COMPANY complies with all terms of UPM Master and Synchronization license ("LICENSE"); and (C) COMPANY pays to UPM the Fee. All rights not granted above are expressly reserved to UPM and nothing in the foregoing grant of rights shall be deemed to convey any ownership interest in the COMPOSITIONS and/or LIBRARIES.

3. POST-TERM RIGHTS AND OBLIGATIONS. As of the first day following the expiration of the TERM, COMPANY shall: (a) have no right to access the LIBRARIES via the WEBSITE, and (b) destroy any and all copies of any COMPOSITIONS in its possession which are not the subject of a LICENSE and shall submit, upon request by UPM, an Affidavit of Destruction certifying that any and all COMPOSITIONS in COMPANY's possession have been destroyed. With respect to any LICENSE entered into during the TERM, the terms of such LICENSE AGREEMENT shall control all rights and obligations between the parties with respect to COMPOSITIONS subject to a LICENSE, including, without limitation, any post-TERM obligations.

4. GOVERNING LAW. This AGREEMENT shall be governed by and construed in accordance with the Laws of the State of California and the jurisdiction of any dispute hereunder shall be with the United States Court, located in Los Angeles, California.

5. GENERAL. This AGREEMENT shall be binding upon full and complete execution by the parties hereto. COMPANY may not assign this AGREEMENT or any of its rights or obligations hereunder without the prior written consent of UPM, and any such attempted assignment shall be void.

6. CONFIDENTIALITY. COMPANY shall keep confidential and not disclose to any third party the terms of this AGREEMENT without the prior written consent of the other, except that: (a) the terms hereof may be disclosed, on a confidential basis, to the respective party employees, attorneys and accountants; (b) the terms may be disclosed in any discovery proceedings related to the lawsuits filed by or against the disclosing party, provided that commercially reasonable efforts will be made by the disclosing party to require that the terms of the AGREEMENT be maintained as confidential; and (c) the terms may be disclosed to the extent necessary to comply with any applicable law, court order or inquiry by a taxing authority, provided that commercially reasonable efforts will be made by the disclosing party to require that the terms of the AGREEMENT be maintained as confidential.

7. EXCLUSIVE REMEDY. The COMPOSITIONS, LIBRARIES, and WEBSITE are provided "as is," with all faults and without warranty of any kind. All warranties are disclaimed, whether express, implied or statutory, including but not limited to warranties of merchantability, fitness for a particular purpose, title, and non-infringement of third party intellectual property rights, or that the WEBSITE functions, including COMPANY'S ability to download COMPOSITIONS, will meet COMPANY'S requirements or that its operation will be uninterrupted or error free or that the WEBSITE will be virus free. The entire risk as to the quality and performance of the WEBSITE is with COMPANY. This disclaimer applies to and is for the benefit of UPM, its subsidiaries, affiliates, agents, vendors, third parties, and licensors.

8. LIMITATION OF LIABILITY. To the maximum extent permitted by applicable law, in no event shall UPM, or its affiliates, subsidiaries, agents, vendors, or licensors be liable to COMPANY or any third party for any damages of any kind, including but not limited to punitive, exemplary, special, incidental, direct, indirect, or consequential damages (for example, damages for loss of business or personal profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use the WEBSITE or the provision of or failure to provide direct or indirect Support Services, even if UPM has been advised of the possibility of such damages. In no event shall UPM's liability for any damages, regardless of kind or type, to COMPANY or any other person exceed the amount paid by COMPANY with respect to this AGREEMENT.

9. ENTIRE AGREEMENT. This AGREEMENT constitutes the entire agreement between COMPANY and UPM with respect to the subject matter hereto and may not be amended except by an agreement in writing executed by the parties hereto. To the extent that the terms and conditions of this AGREEMENT conflict with another prior unexecuted document (i.e., purchase order, etc.) then the terms of this AGREEMENT shall prevail. COMPANY acknowledges that ONLINE ACCEPTANCE by UPM or its receipt of a faxed counterpart of the AGREEMENT evidencing the signature by COMPANY, including, without limitation, COMPANY clicking the "Agree" button, which COMPANY expressly acknowledges is intended as an original signature and shall be deemed consent to be bound by the terms of this AGREEMENT, shall be effective as an original signature for all purposes.

By clicking the ‘I agree to UPM’s terms and conditions’ checkbox I represent and acknowledge that:

1. I have read, understood, and consented to the disclosures above, and I agree to enter into a legally binding contract based on the above terms and conditions.

2. I intend this act to be my legal signature to this AGREEMENT.

If you have any questions, please contact UPM online at www.universalproductionmusic.com or by phone at (800) 454-5537.