Muscien LICENSING GENERAL TERMS OF SALE

1. Purpose

These General Terms of Sale (the “General Terms”) govern the terms and conditions by which the Client (the “Client » or « You » or « Your ») of Muscien SA, whose registered office is located at 76 avenue de la Liberté, L-1930 Luxembourg, Luxembourg, registered with the Trade and Companies Register of Luxembourg under number B104301 and with the VAT authorities under number LU22234927 (« Muscien »), use the Muscien Licensing service (the « Service » or « Services ») set up by Muscien and through which the Client obtain, through the purchase of various licenses, the right to use musical works or any other audio content and related material (lyrics, album covers, etc) (the « Works » or « Music Works ») provided by the members of the Muscien community (the « Artists ») and available in the Muscien Licensing catalogue. By purchasing a license through the Service and by accepting these General Terms at the time of the purchase, You agree to be bound by all their provisions. These General Terms and the Muscien Licensing Specific Terms generated at the time of the purchase (the “Specific Terms”) are considered as an indivisible whole hereinafter referred to as the « Agreement ».

If You are accepting this Agreement on behalf of Your employer or another entity identified in the Client Account, You warrant and represent that You have full authority to bind Your employer or such entity. If You do not have such authority or You do not agree with this Agreement, do not accept this Agreement and do not purchase any product or service on Muscien Licensing.

2. Scope of the license

All rights on the Works, including, without limitation, all copyrights, related rights and other intellectual property rights which are not explicitly granted under these General Terms are retained by Muscien or the Artists.

2.1 Grant of license under Muscien Licensing “In-Store” Program

(1) By purchasing an In-Store background music license, Muscien hereby grants You a license which is non-exclusive, non-transferable, non-sub-licensable, limited to the duration indicated in the Specific Terms, where appropriate, and enabling You to use playlists of curated Music Works available in Your personal Client space at https://licensing.Muscien.com/en/my-account/in-store-licensing (the “Music Works Selection”) as background music for a public place (broadcasting rights).

This license further authorizes You to reproduce the Music Works Selection on any analog or digital media for the purpose of broadcasting the Music Works Selection in the public place.

(2) Unless otherwise specified in the Specific Terms, In-Store licenses are granted for an initial duration of twelve (12) months (annual subscription) and, except with respect to chainstores (i.e. a chain of at least five stores), are tacitly renewed upon expiry for the same duration - a notification will be sent to the Client by Muscien for this purpose. You may terminate this license and prevent the tacit renewal by sending us a registered letter or an e-mail ([email protected]) at least one (1) month before the end of the term.

Muscien reserves the right to apply a new Fee (defined below) for the license renewal corresponding to the public fees in force at this time. In this case, You will be notified of the increase or decrease of the applicable fees prior to the expiration of Your license. Muscien also reserves the right to restrict access to the Client Account and the Music Works Selection that is part of the In-Store license in the event of failure to pay the Fee by the Client upon renewal. In this case, interest will be due to Muscien and such interest shall be calculated on the Fee remaining unpaid at a rate of 1% per month.

(3) After acknowledgement of the payment reception by Muscien, You will be granted access to:

- a dedicated streaming page in Your Client’ space allowing You to play online the In-Store Music Works Selection;

- a dedicated download page allowing You to download the Music Works Selection in mp3 format; as above mentioned, the In-Store license authorizes You to reproduce the Music Works Selection on any analog or digital media for the purpose of broadcasting the Music Works Selection in the public place;

- the dedicated Muscien In-Store mobile application (iOS, Android, Windows) as well as to the access codes allowing You to log into this application.

(4) After acknowledgement of the payment reception by Muscien, the latter gives You the possibility of printing out a certificate mentioning the specific conditions of the license (identification of the Client, duration of the license, identification of the space in which the Works are used, etc.) from the dashboard in Your Client Account.

(5) The In-Store Music Works Selection will be updated on monthly basis by Muscien without notice in order to add new Works or remove Works no longer part of the Muscien Licensing In-Store offer. You agree and commit Yourself to updating at least every six months all copies of the Music Works selection that You have in Your possession.

2.2 Grant of license under Muscien Licensing “Catalog” Program

2.2.1 General conditions of the Muscien Licensing “Catalog” license

(1) By purchasing a license for music synchronization, Muscien hereby grants You a worldwide, perpetual, non-exclusive, transferable under certain conditions and non-sub-licensable, license to use and reproduce a Work as synchronized within a Project (defined below), for the uses enumerated below and depending on the type of license purchased (including broadcasting and distribution rights on the Project incorporating the Work, which shall be more or less wide depending on Your choice of Catalog license: a "Personal" license, a "Standard" license, a "Large" license or a "Full Scale" license).

(2) You may transfer the completed works (videos, presentations, etc.), i.e. the Project containing the Music Work to third parties (including but not limited to Your clients, licensees or broadcasters) for the purpose of reproduction and broadcast for uses permitted below, provided that such third parties shall have no further rights to use the Music Work and cannot extract it from any completed work You provide.

(3) A Project (the “Project”) is defined as a single audio, multimedia or audiovisual creation. For instance with respect to an audio creation, such as a podcast, a Project corresponds to one single episode (not the whole series of the podcast episodes); for instance with respect to an audiovisual creation, a Project is the final cut of a single video.

2.2.1.1. "Personal" license permitted uses

As a natural person, You may purchase a "Personal" license (private use and on Your own behalf only). The permitted uses for a "Personal" license on a Work are the following:

(1) Modify or adapt the Work, for the purpose of the uses hereby permitted, provided that You may not modify the Work to the prejudice of the unwaivable moral rights of the Artists;

(2) Use and reproduce the Work for the purpose of synchronizing the Work as background music for personal websites or personal blogs. For the avoidance of doubt, said synchronization of the Work shall only allow background (passive) listening experience by online end users;

(3) Use and reproduce the Work for the purpose of synchronizing the Work in personal videos or any other audiovisual or audio content created for Your private use and on Your own behalf only, and broadcast the Project containing the Work online on the Internet (video platforms such as YouTube, Twitch, Facebook, podcasts, family videos). Natural persons having a "Personal" license are prohibited from monetizing the Project containing the Work on any platform. The Work must be used by the Client in a synchronized form with other video or audio content. Except for the purpose of broadcasting music as background music of videogames streamed live on the Twitch platform or other similar platform, the broadcasting of the unsynchronized Work is prohibited.

2.2.1.2. "Standard" license permitted uses

A Standard license authorizes You to:

(1) Modify or adapt the Work, for the purpose of the uses hereby permitted, provided that You may not modify the Work to the prejudice of the unwaivable moral rights of the Artists;

(2) Use and reproduce the Work for the purpose of synchronizing the Work as background music for professional and commercial websites. For the avoidance of doubt, said synchronization of the Work shall only allow background (passive) listening experience by online end users;

(3) Use and reproduce the Work for the purpose of synchronizing the Work in professional, corporate and commercial videos, online advertisements and any audio content and broadcast the Project containing the Work online on Internet, for free or for a fee (e.g. non-monetized or monetized videos, podcasts, online talk shows, etc.; however broadcasting the Project through any type of free or subscription-based video on demand service is excluded from the “Standard” license). The Work must be used by the Client in a synchronized form with other video or audio content; broadcasting of the unsynchronized Work is prohibited. Broadcasting the Project incorporating the Work on radio stations broadcasted themselves through cable, satellite and radio waves, among others, is not included in the “Standard” license;

(4) Use and reproduce the Work for the purpose of synchronizing the Work in a music-on-hold system for telephones or answering machines for one office or location only. For the avoidance of doubt, the Standard license does not cover any music-on-hold services for telephones or answering machines included in a service package offered by a company such as, for instance, a reseller or a distributor;

(5) Broadcast the Project containing the Work internally within the company (for instance through its Intranet, internal meetings, training materials).

2.2.1.3. "Large" license permitted uses

A "Large" license includes all uses permitted under the "Standard" license and further authorizes You to:

(1) Broadcast the Project containing the Work on FM radio stations (cable, satellite, radio waves), in public places, in points of sales, in festivals, in professional trade fairs, in conferences (with an unlimited number of listeners and/or participants);

(2) Reproduce and distribute the Project containing the Work on any analog or digital media and any device (including but not limited to CD, DVD, Blu Ray, audio books and audio guides and video games) and in any format up to a maximum of 50,000 physical/digital copies;

(3) Reproduce the Work for the purpose of synchronizing the Work with a mobile application and distribute in an unlimited number of digital copies, the Project containing the Work through the download of said mobile application on smart phones, connected devices and tablets via mobile applications stores including, among others, Google Play Store, Apple Store, Windows Phone Store, Amazon Store and Tizen. The Project to be synchronized may not, however, be a music mobile application enabling its users to listen to and/or download music. The Large license does not cover the use of the Work in mobile video editors or similar mobile applications allowing an unlimited number of end users to create an unlimited number of video projects containing the Work;

(4) Reproduce the Work for the purpose of synchronizing the Work in any software or PC/console video game and distribute - up to a maximum of 50,000 physical/digital copies - the Project containing the Work through any physical media, through download, streaming and app stores available on PC/video game consoles including, among others, Apple Store, Windows Store, Steam, GOG, XBLA, PlayStation Store, Origin, UPlay, etc..

(5) Use and reproduce the Work for the purpose of synchronizing the Work with any audio or video content (including films, documentaries, videos, advertisements) and broadcast the Project containing the Work in cinemas with a maximum of 100,000 viewers and on television with a maximum of 1,000,000 television viewers (regardless of the method of broadcasting, including cable, satellite, IP TV), on pay-per-view TV channels or free channels, it being understood that the Work must be used in a synchronized form with video content or other music or audio content (the broadcasting of the unsynchronized Work is prohibited).

2.2.1.4. "Full Scale" license permitted uses

A "Full Scale" license includes the uses permitted under the "Standard" license and the "Large" license, and further authorizes You to:

(1) Reproduce and distribute the Project containing the Work on any analog or digital media and any physical device (including but not limited to CD, DVD, Blu Ray, audio books and audio guides, and video games) and in any format with an unlimited number of physical/digital copies;

(2) Broadcast the Project containing the Work in cinemas and on television (regardless of the method of broadcasting, including cable, satellite, IP TV) with an unlimited number of viewers (unlimited audience), as well as on any type of free or subscription-based video on demand service.

2.2.2 Catalog Packages

Beside the possibility of acquiring single licenses, Muscien offers the Client the possibility to purchase various packages as described below.

2.2.2.1 License Packs

License Packs (also called “Track Packs” on Muscien’s website) are available online on Muscien’s website. A customized License Pack containing a customized number of licenses can also be requested by contacting the Muscien team as indicated on Muscien’s website. You can also request several Packs at the same time by contacting the Muscien team.

A License Pack follows the terms of the corresponding License type as provided under these General Terms.

At any time, you can check the number of remaining licenses from the pack you have purchased in Your Client account.

2.2.2.2 Yearly Unlimited Catalog Access (Unlimited access subscription)

(1) You have the possibility, as part of the "Catalog" Program, to subscribe to our "Unlimited access" subscription, which allows You to use an unlimited number of Works in an unlimited number of Projects within the framework of the Catalog license described in the Specific Terms. You have however to link each licensed Work to one Project.

(2) The Unlimited access subscription plan is described on Muscien’s website and may notably vary in terms of applicable fees and payment terms.

(3) The Unlimited access subscription has a one (1) year duration and is tacitly renewable for the same duration. You may terminate Your subscription and prevent the tacit renewal thereof by sending us a letter by ordinary post or an e-mail ([email protected]) at least one (1) month before the end of its expiration. Muscien reserves the right to apply a new Fee (defined below) at the time of the subscription renewal, depending on the public fee in force at this time. In this case, You will be notified about the increase or decrease of the applicable fees prior to the expiration of Your subscription. For the avoidance of any doubt, the one (1) year duration applicable to the Unlimited access subscription does not interfere with the duration of the chosen Catalog license as provided for under article 2.2.1.(1)

2.3 Prohibited uses

The following uses are prohibited under this Agreement:

(1) Any direct use of the Work, notably by providing the Work through direct download, streaming, as part of a compilation, by distributing CDs, DVDs, jukebox, or any other audio-only product containing a Work which is not synchronized or combined with another video or audio content.

(2) Any use of the Work in a way that is fraudulent, illegal, libelous, defamatory, offensive, discriminatory or in any way that promotes, solicits or encourages the infringement of intellectual property rights, including Artists’ moral rights, or otherwise brings Muscien into disrepute.

3. Payment terms - Taxes - Customer's right of withdrawal

(1) In consideration of the license granted and the Service provided under this Agreement, the Client will be required to pay a Fee (the “Fee”) plus all VAT applicable (in force on the date of the purchase) on the basis of the type of program offered through the Service and specifically chosen at the time of the purchase.

The Client is given the option of two methods of payment for the Fee.

- Online payment through Muscien’s website

(a) Catalog license:

The Client may pay the Fee online by credit card or through their Pay-pal account. An invoice for the Fee and access to the Client Account and to the corresponding Music Work(s) shall be generated at the time of the online purchase and communicated to the Client. In the event of automatic renewal being provided for in the Agreement, the Client shall receive a notification stating that his credit card has been debited at the same time as the notification of renewal.

(b) In-Store license:

The Client may pay the Fee online by credit card. An invoice for the Fee and access to the Client account and to the corresponding Music Works Selection shall be generated at the time of the online purchase and communicated to the Client. In the event of automatic renewal being provided for in the Agreement, the Client shall receive a notification stating that his credit card has been debited at the same time as the notification of renewal.

- Offline payment:

The Client may also pay the Fee offline by international bank transfer, it being understood that in such a case Muscien reserves the right to invoice the Client additional banking and administrative fees (amounting to a flat rate of 10.00 EUR/USD/GBP). The purchase shall be validated by way of a notification sent by Muscien once the amount of the Fee has been actually received by the latter. The invoice corresponding to the purchase, as well as access to the Client account and to the Work(s) shall be generated at such time as Muscien has validated the purchase. If Muscien does not receive the payment of the Fee within 30 days following the date of the order, the order shall be automatically cancelled.

Upon validation of the purchase by Muscien, the order is considered as definitive and shall not be subject to any reimbursement.

(2) You agree to pay all the Services that You purchase through Muscien and that the latter may debit Your payment method for all Services purchased, as well as any additional amounts (including all taxes and late payment fees, if any) incurred by or relating to Your Account. You are responsible for the timely payment of all Fees and for the provision to Muscien of a valid payment method for the payment of any Fee. You agree to receive all invoices electronically, including by E-mail. The total price shall include the price of the Services plus all applicable VAT (in force on the date of the purchase).

(3) Right of withdrawal (at a distance purchase): If You are a consumer and purchased at a distance (i.e. online or over the phone), You are entitled to cancel Your purchase within 14 days from the date of the order without giving any reasons. To cancel Your purchase, You must inform Muscien of Your decision. In order for the decision to be taken into consideration immediately, we recommend that You use the "Contact Us" section ([email protected]) or our online instant messaging program in order to cancel Your purchase. You also have the possibility of informing us by using the cancellation form template below or through any other clear statement. In order to comply with the cancellation period, You must send Your notice of cancellation before the expiration of the 14-day period.

Consequences of cancellation: Muscien will refund You within a maximum period of 30 days from the date of receipt of Your notice of cancellation. Muscien shall use the same payment method as that used for the transaction and no additional fees will be billed to You for the refund.

Exception to the right of withdrawal: You may not, however, cancel Your purchase as a consumer within said period of 14 days for the delivery of digital content if the download started following Your request and Your acceptance of the fact that in doing so, You lose Your right of withdrawal.

Cancellation form template:

- Recipient: Muscien SA, 76 avenue de la Liberté, L-1930 Luxembourg

- I hereby inform you of my decision to cancel my contract for the following: (insert the reference of the purchase, type of license purchased, etc.)

- Ordered on (date)/received on (date)

- Consumer's name

- Consumer's address

- Date

Muscien reserves the right, until the completion of a purchase, to modify the prices of the Services sold by Muscien at any time and Muscien shall offer no discounts nor shall it give any refunds in the event of a price drop or a promotional offer subsequent to the purchase.

(4) Any delay in the payment of an invoice may result in an additional charge of one percent (1%) per month until the payment is received. Muscien also reserves the right to close the Client account and terminate the Agreement.

(5) The Client agrees to be responsible and pay for any bank fees or similar fees, sales taxes, valued added taxes and withholding taxes imposed by any jurisdiction for the use of the Works or as a result of the license hereby granted to You.

4. Client representations and indemnification obligations

(1) The use of the Muscien Licensing Services requires that You register beforehand and provide some information to Muscien. You commit to provide Muscien with correct and comprehensive information and maintain them up-to-date. Login credentials may grant You access to some Services restricted to our Clients. Such credentials are strictly personal, and should not under any circumstances be shared with or disclosed to third parties. You shall hold Muscien harmless from and against any wrongful use of Your credentials, whether or not fraudulent, caused by Your own acts or omissions, or those of a third party.

(2) You agree to defend, indemnify and hold Muscien, its affiliates and the Artists harmless from and against any claims, costs, demands, expenses and liabilities which may result from a breach by You or anyone acting on Your behalf of any of the terms of this Agreement.

(3) For each use of the Work You must give credit to the Artist as follows: “Artist’s Name – Work’s Title – Provided by Muscien”, except where technical constraints make it impossible to give such credit. You shall in any case make Your best efforts to at least mention “Provided by Muscien”.

(4) In the event You purchase a Catalog license, You commit to transmit to Muscien, when possible, a copy of the Project in which the Work is incorporated, and authorize Muscien to transmit this copy to the Artist for informational purposes only. You also authorize Muscien to use the copy of the Project for the promotion of its Services.

(5) In the event You purchase a Catalog license, You must not use the word “Muscien” or any other element, including but not limited to, Muscien design, colors, trademarks, domain name or logo in a way that suggests that the Project originates from or is endorsed by Muscien in any way. You shall also ensure that the Project user experience and appearance are not confusingly similar to the user experience and appearance of any part of the Muscien Services.

(6) You hereby agree and authorize Muscien to use Your entity name, logo, and/or trademark in order to promote Muscien Services. You notably authorize Muscien to use these elements, for business reference purposes, on its website and in any presentation, report, case study, marketing materials and similar documentation.

5. Muscien representations, indemnification and limitation of liability

(1) Muscien certifies that the Artists, by joining Muscien Licensing’s platform and catalogue and accepting the Muscien Licensing Distribution Agreement, guarantee that they hold sufficient rights on the Works to grant to Muscien the required licenses for the distribution of the Works on Muscien Licensing platform and, through Muscien, to the latter’s clients and partners the license(s) granted under this Agreement. Accordingly, Muscien warrants You that Your use of the Work(s) in accordance with this Agreement and in the form delivered by Muscien will not infringe on any copyright or other intellectual property rights.

(2) Provided that the Work(s) is (are) used by You in accordance with this Agreement and that You are not in breach of this Agreement, Muscien shall defend, indemnify and hold You harmless from and against any claim, cost or liability that may result from a false declaration or a breach of the Muscien Licensing Distribution Agreement by an Artist. However, any and all compensation due to You that may arise from Muscien’s obligation stated in the previous sentence shall be (i) conditioned upon Your prompt notification in writing to Muscien of such claim, cost or liability with the consequence that Muscien shall not be liable for any claim, cost or liability incurred prior to the notice thereof, and (ii) limited to the compensation that Muscien will be able to get from the Artist(s) concerned.

(3) All Works delivered by Muscien to You in performance of this Agreement are selected by Muscien’s Music Team at its sole discretion, following its owns criteria of sound quality, composition quality and/or popularity on the Muscien website. The Works are provided on an “as is” basis and, other than as expressly mentioned in section 5 (1), Muscien disclaims all warranties of any kind on the Works, including but not limited to, warranty concerning the quality and merchantability of the Work(s) or the fitness of the Work(s) for a particular purpose or for the Client’s needs.

(4) Muscien cannot warrant that You will not be required to pay performing rights fees or any other similar fees to local performing rights organizations or similar collecting societies due to specific local statutes or legislations.

 (5) Muscien does not warrant that the Service will operate without interruption or error, nor that access to the Service will be granted at all times, in particular in the following situations: faulty use of the Service owing to unsuitable equipment, malfunctions caused by the Client’s Internet service provider or Internet network congestion. Muscien may also temporarily suspend the operation of the Service in order to implement improvements or perform maintenance and will do its best to give You advance notice of any suspension.

(6) Unless when explicitly mentioned in this Agreement, Muscien shall not be liable to the Client or any third party for any cost, claim or damage, direct or indirect, tangible or intangible, resulting from the performance of this Agreement, including but not limited to, loss of data, loss of profits and loss of opportunity. Furthermore, Muscien shall not be held liable for any cost, claim, damage or loss resulting from a modification made to the Work(s) by You or the context in which the Work(s) is (are) used.

(7) Without prejudice to section 5 (2) above, Muscien’s total maximum aggregate liability under this Agreement shall be limited to an aggregate of one thousand (1,000€) euros.

6. Termination

(1) Should You breach any of Your obligations hereunder and should You fail to remedy the breach within 30 (thirty) days of having received from Muscien written notice of such breach (such notice being valid if done by e-mail), Muscien may, at its discretion, terminate this Agreement at any time, effective upon receipt by You of a written termination notice from Muscien. The exercise of this termination right by Muscien shall be without prejudice to its right to claim for compensation of any damage suffered as a result of such termination.

Upon termination You commit to cease any use of the Work(s) and to delete all copies of the Work(s) in Your possession.

Articles 2.3, 4, 5 (except its section (5)), 6, 7 (except its section (4)) shall survive the expiration or termination of this Agreement, so as any other provisions, if any, which by their meaning are intended to survive such expiration or termination.

(2) In the case mentioned in section (1) of this article, the applicable Fee will however remain fully owed by the Client to Muscien and shall not be subject to any reimbursement.

7. Miscellaneous

(1) Muscien reserves the right to revoke or amend the terms of this Agreement and replace the Work with an alternative for any reason, including but not limited to a potential or actual claim of copyright infringement from a third party. Upon notification from Muscien, or if You become aware of such claim, You must immediately stop using the Work at Your own expense and delete all copies in Your possession.

(2) Muscien is the sole holder of the intellectual property rights relating to the trademarks, patents, software, logos, graphics, photographs and animations contained on the Services. They may not be reproduced without Muscien's express consent. Muscien grants You a license to use them, strictly limited to accessing, downloading, reproducing on any digital media and use them, for private and personal purposes only, within the framework of the use of the Services by You and for such time as You are registered for the Services. Any use of the “Muscien” trademark or logo, alone or associated with other contents requires Muscien's prior written consent unless by virtue of an obligation under this Agreement.

(3) This Agreement is personal to the Client and may not be assigned to a third party without Muscien’s prior written consent. Muscien may assign rights or delegate its obligations under this Agreement to any parent, subsidiary, or as part of a merger or acquisition of its business or its assets.

(4) These General Terms may be periodically updated and modified. You are advised to recheck them on Muscien’s website from time to time.

(5) In the event that one of the provisions of this Agreement is held to be invalid, the parties hereby agree that the other provisions of the Agreement shall remain valid and that the Agreement will remain in full force and effect.

(6) This Agreement is governed by and shall be construed in accordance with the laws of Luxembourg without regard to any conflict of laws principles. Any dispute arising out of or relating to its interpretation or performance, or the breach thereof, shall be exclusively referred to and settled by the competent courts of Luxembourg City.

(7) This Agreement and all related document have been originally drawn up in English. This Agreement may however be available translated in other languages. In case of any discrepancy between these different linguistic versions, the English version shall prevail.