HelloComposer Licensing Agreement

1. Terms and relationship

The terms set forth in this Music License apply to the use of any service or product provided by HelloComposer. The Customer’s use of any service or product provided by HelloComposer is subject to the terms set forth in this Music License and excludes any services provided to the Customer by HelloComposer under a separate agreement.

The Customer and HelloComposer are hereinafter referred to individually as a Party and jointly the Parties.

2. Accepting the terms

In order to use any service provided by HelloComposer, Customer must accept the terms stated below.

3. License grant and restrictions

3.1 Subject to the terms and conditions of this Agreement, HelloComposer hereby grants to the Customer the right to use the Music Pieces in the Customer Production as set out and synchronized by HelloComposer as per HelloComposer’s final delivery to the Customer.

3.2 HelloComposer grants to the Customer a perpetual and world-wide right to broadcast and exploit the Customer Production including the Music Pieces, on all platforms and all media whether now known or hereafter invented, with the exceptions stated below, provided that the Customer Production is synchronized and completed in accordance with HelloComposer’s guidance per HelloComposer’s final delivery to the Customer.

3.3 The Customer’s right to use the Music Pieces as stated in Sections 3.1-3.2 above, shall have the following restrictions.

For Music Pieces purchased with HelloComposer’s standard license:

(i) Use is NOT permitted in theme songs for programs ("vignettes").

(ii) Use is NOT permitted in corporate sound logos and/or channel identification material.

(iii) The Customer may NOT use the Music Pieces in advertisements/commercials to be broadcast/published within advertising space via any media or platform. The Customer shall have the right to use the Music Pieces in Customer Productions being boosted on social media platforms (such as, for example, Facebook and Instagram) without additional fees to (other than the fee to be paid under section 6 below), whereby boosted shall mean buying of for example additional reach or views, higher conversion or more followers (irrespective of if the content is thereby labeled as "boosted”, “sponsored" or a similar term or is displayed without any such label). For the sake of clarity, this right does not include any other online advertisement such as, for example, pre-, mid- and post-rolls advertisement on YouTube.

(iv) The Customer may NOT use the Music Pieces on television, Subscription Video On Demand ("SVOD"), in feature films or in trailers promoting feature films.

(v) The Customer may NOT distribute or sell the Music Pieces separately or in whole as stand-alone files.

(vi) With the exception for games and apps developed by independent game developers or game studios, the Customer may NOT use the Music Pieces in games and apps.

(vii) This Music License only grants to the Customer, the right to use the Music Pieces in the Customer Production. Usage of the Music Pieces in any other production shall be subject to a separate music license issued by HelloComposer.

For Music Pieces purchased with HelloComposer’s premium license:

(i) Use is NOT permitted in theme songs for programs ("vignettes").

(ii) Use is NOT permitted in corporate sound logos and/or channel identification material.

(iii) The Customer may NOT use the Music Pieces in advertisements/commercials to be broadcast/published within advertising space via any media or platform. The Customer shall have the right to use the Music Pieces in editorial productions containing sponsor/commercial references/integration (so called "branded content" and in Customer Productions being boosted on social media platforms (such as, for example, Facebook and Instagram) without additional fees to (other than the fee to be paid under section 6 below), whereby boosted shall mean buying of for example additional reach or views, higher conversion or more followers (irrespective of if the content is thereby labeled as "boosted", "sponsored" or a similar term or is displayed without any such label). The Customer shall have the right to use the Music Pieces in other online advertisement such as, for example, pre-, mid- and post-rolls advertisement on YouTube.

(iv) The Customer may NOT use the Music Pieces on television, Subscription Video On Demand ("SVOD"), in feature films or in trailers promoting feature films.

(v) The Customer may NOT distribute or sell the Music Pieces separately or in whole as stand-alone files.

(vi) With the exception for games and apps produced by independent game developers or game studios, the Customer may NOT use the Music Pieces in games and apps.

(vii) This Music License only grants to the Customer, the right to use the Music Pieces in the Customer Production stated in the Music Cue Sheet. Usage of the Music Pieces in any other production shall be subject to a separate music license issued by HelloComposer.

For Music Pieces purchased with HelloComposer’s custom license:

If the Customer orders a custom license from HelloComposer, the Customer will receive a separate custom license agreement that takes precedent over this agreement.

3.4 HelloComposer grants to the Customer a perpetual and world-wide right to broadcast and exploit the Customer Production, on all platforms and all media whether now known or hereafter invented, with the exceptions stated below, provided that the Customer Production is synchronized and completed in accordance with HelloComposer’s guidance.

3.5 All rights and licenses granted hereunder are non-exclusive, non-transferable and non- assignable and may not be sub-licensed other than as expressly permitted under this Agreement. The Customer may only use the Music Pieces in accordance with the rights and licenses granted under this Agreement. Any other use than the above constitutes copyright infringement.

4. Ownership and intellectual property rights

4.1 HelloComposer warrants that it holds all rights, title and interest in and to the music catalogue and is the sole right holder in respect of the Music Pieces (including without limitation in the copyright in the compositions, the sound recordings and the performing rights in the Music Pieces) and that the exercise by the Customer (and its licensees and assigns) of the rights granted hereunder shall not infringe the copyright of any third party copyright holder.

4.2 The Customer hereby acknowledges that it does not acquire any proprietary rights as a result of this Agreement in relation to any Music Piece. The Music Pieces are the sole property of HelloComposer.

5. HelloComposer producers and third parties

5.1 HelloComposer warrants that none of the Music Pieces are administered by any collecting society by way of membership of a collecting society.

5.2 HelloComposer reserves the right to receive remuneration from third parties when the Music Pieces are made available to the public through any Customer Productions pursuant to arrangements between HelloComposer and those third parties.

6. License fee

6.1 In consideration for the rights granted hereunder the Customer shall pay a one-off fee as set out in and in accordance with the invoice submitted to the Customer by HelloComposer. The Customer does not need to pay a one-off fee for HelloComposer’s standard license.

7. Trademarks and credits

7.1 Neither Party is granted any right or interest in or to the trademarks, brands or trade names of the other Party. Neither Party may use the other Party’s trademarks, brands or trade names without the prior written consent of the other Party.

7.2 The Customer shall ensure that HelloComposer’s name is displayed and credited in conjunction with the display of the Customer Production containing the Music Pieces, when possible.

The above credit shall, where technically feasible, be displayed as a hyperlink.

8. Return Policy

8.1 The Customer acknowledges that no Music Pieces licensed under this Agreement are eligible for return and thus that HelloComposer does not grant refunds for licensed Music Pieces unless otherwise stated on HelloComposer’s website.

8.2 If technical problems prevent or unreasonably delay delivery of a Music Piece or if the license transaction was made unintentionally by the Customer, the Customer is welcome to contact HelloComposer’s customer support.

9. Liability

9.1 Unless expressly otherwise set forth in this Agreement and subject to the liability limitations set forth below, each of the Parties shall be liable for any direct damages incurred by the non-breaching Party as a result of the breaching Party’s breach and/or failure to perform its obligations under this Agreement.

9.2 Except as noted below, neither Party shall be liable to the other for any special, indirect, incidental, consequential or exemplary damage, including, but not limited to, lost profits.

9.3 The above limitations of liability shall not apply with respect to damage occasioned by fraud, willful misconduct, or gross negligence of a Party.

9.4 In no case shall a Party, as a consequence of this Section 9, be liable to the other Party for damages that correspond to a higher value than the economic value of this Agreement, i.e. the license fee payable to HelloComposer in accordance with Section 6 above.

10. Assignment

Neither Party may wholly or partially assign or pledge any of its rights and/or obligations under this Agreement without the other Party’s prior written consent save as set out at Paragraph 3.6 above.

11. Amendments

Any amendments to or modifications of this Agreement shall be made in writing and shall be signed by both Parties.

12. Dispute resolution

Any dispute, controversy or claim arising out of or relating to this Agreement or the breach, termination or invalidity thereof shall be finally settled by a public court in HelloComposer’s local county.