MUSIC LICENSE SUBSCRIPTION AGREEMENT

 

1. PARTIES

 

This Subscription Agreement for Music License (“Agreement”) is hereby entered into by and between

 

1.1. SMG MUSIC AND MULTIMEDIA LIMITED. ,residing at the address of 5th Floor Rear, Connaught House, 1 Burlington Road, Dublin 4, D04 C5Y6, Dublin (“Snapmuse”)

 

and

 

1.2. Subscriber (“Subscriber”).

 

WHEREAS, Snapmuse is the sole shareholder of SMG Music Ltd, and both companies are group companies that are organically tied to each other. The works of art available on Snapmuse Music portal consist of the works, on which Snapmuse and SMG Music Ltd. companies have joint usage and proprietary rights. However, SMG Music Ltd is not a party to this Agreement, and shall therefore have no liabilities whatsoever to the Subscriber under this Agreement.

 

Snapmuse and the Subscriber shall be hereinafter referred to as a “Party” individually and as “Parties” collectively.

 

2. SUBJECT MATTER OF AGREEMENT

 

This Agreement is prepared to set out the terms and conditions of use for “Snapmuse Music Portal” music subscription service provided by Snapmuse.

 

 

3. DEFINITIONS AND ABBREVIATIONS

 

The following terms used in this Agreement shall have the following meanings ascribed to them below:

3.1. “Snapmuse Music Portal” means the website owned and hosted by Snapmuse at the URL address ‘https://www.snapmuse.com’, where SMG Music Ltd. is provided with the usage right on all intellectual property rights and which allows the searching, listening and accessing the Musical Works.

 

3.2. “Channel” means the podcast and social media accounts of the Subscriber added to the Subscriber’s account page such as YouTube, Facebook, Instagram, etc., which are currently in use or which shall be available in future. The Subscriber shall have the right to use only one channel per platform.

 

3.3. “Musical Work” means any sound recording, which is available on Snapmuse Music Portal’s Music Catalog, and all rights of which belong to to Snapmuse and its affiliated companies and which may be added to or removed from the Music Catalog at the sole discretion of Snapmuse, where no royalty right is granted to any Subscriber independently.

 

3.4. “License” means the authorization to use or enjoy Snapmuse Music Portal subject to

the terms and conditions set forth under this Agreement.

 

3.5. “Subscriber” means the real or legal person who obtains the right to use the Musical Works on the Channels via the access right to Snapmuse Music Portal in accordance with this Agreement, and who pays a subscription fee.

 

3.6. “Standard Subscription License” means the Snapmuse music service subscription license, which provides the right for personal usage of Musical Works on the Channels via the access right to Snapmuse Music Portal in accordance with this Agreement.

 

3.7. “Commercial Subscription License” means the commercial subscription license, which provides the right for commercial usage of Musical Works on the Channels via the access right to Snapmuse Music Portal in accordance with this Agreement.

 

3.8. “Lifetime Subscription License” means the Snapmuse music service subscription license, which provides the right for usage of Musical Works on the Channels via the access right to Snapmuse Music Portal in accordance with this Agreement. Subscriber is charged with a single payment and granted a lifetime membership in

accordance with the terms and conditions of

this Agreement.

 

3.9. “Multi Channel Subscription Licence”, means the Snapmuse music service subscription licence, which the usage right of Musical Works on multiple Channels or multiple Social Media Platforms under one subscription licence and based on the terms cited in this Agreement. 

 

3.10. “Annual Subscription” means the subscription type, terms of which is determined by the Subsriber at the time of purchase and that shall continue for a period of twelve (12) months.

 

3.11. “Monthly Subscription” means the subscription type, terms of which is determined by the Subscriber at the time of purchase and that shall continue and that shall continue on a monthly basis.

 

3.12. “Subscriber’s Production” means the audiovisual contents that may be broadcasted on digital platforms, which the Subscriber has created using the Musical Work downloaded from Snapmuse Music Portal for broadcasting in the Channels.

 

3.13. “Withdrawal Period” means the period of time set out in Article 11.7 of this Agreement, during which the Subscriber may use the right to terminate the Agreement unilaterally.

 

3.14. “Synchronizing” means the pairing of the Musical Work and the video; and the compilations that the Subscriber performs for purposes of embedding the Musical Work that the Subscriber has downloaded from Snapmuse Music Platforminto the audio-visual videos that he created for broadcasting on the Channels.

 

3.15. “Whitelist” means the list that is notified to relevant firms, for purposes of providing royalty free usage of contents created on the Channels and/or generating revenue for the Channel; upon the subscriber’s notification of the channels that the subscriber’s productions will be broadcasted on to Snapmuse.

 

4.SUBSCRIPTION TYPES AND CAPACITY TO BECOME A PARTY

 

4.1. Standard Subscription

 

In case of Standard Subscription, when the Subscriber clicks on the link on Snapmuse Music Portal which states “I accept” or discloses his declaration of acceptance in another way, the Subscriber shall be deemed to have unconditionally accepted all the terms and conditions of this Agreement as well as the General Terms and Conditions, the Cookie Policies and the Privacy Policies available on Snapmuse Music Portal. In case of any updates and / or changes made by Snapmuse in this Agreement or in the undertakings under this Agreement at any time during the term of subscription, the Subscriber shall be deemed to have accepted all such updates and changes without Snapmuse being obliged to provide the Subscriber with prior notice, or to obtain consent from the Subscriber. Clicking the link, which states “I accept” or disclosing the declaration of acceptance in another way shall constitute an irrecoverable undertaking that the Subscriber has the capacity to become a party to this Agreement, and if the Subscriber is under custody or guardianship, that the Agreement has been approved by the custodian or the guardian.

 

Details of the Standard Subscription is also available at the following link: https://snapmuse.com/pricing

 

In case of Standard Subscription, this Agreement grants the Subscriber the right to use the Musical Works in audiovisual and podcast productions produced and which is owned by the Subscriber for the purpose of using and distributing them on the Channels that belong to the Subscriber and described in Article 4 of this Agreement, in accordance with the terms and conditions of the Agreement.

 

The Subscriber can only use the Musical Works on Channels that are digital and designated by Snapmuse. Musical Works may not be used for commercial purposes or for purposes other than those allowed under the Agreement. As the usage of the Musical Works for commercial purposes requires the Subscriber holding a Standard Subscription to hold a different license, in such a case the Subscriber must contact Snapmuse at hello@snapmuse.com to obtain the required license.

 

In case of Standard Subscription, the Subscriber can use the rights arising from this Agreement for a single Channel, therefore the Subscriber must obtain a separate subscription for each additional Channel located in each platform. In order to use multiple channels or platforms under one subscription, the Subscribers shall purchase Multi Channel Subscription Licence which is detailed under Article 4.3.

 

Snapmuse can unilaterally change, limit, decrease, or increase the number of songs that the Subscriber can download from Snapmuse Music Portal, without being obliged to make a prior notification to or to obtain consent from the Subscriber in this regard. In addition, Snapmuse can limit or change the period  during which the Subscriber can listen to music on Snapmuse Music Portal.

 

In case of Commercial Subscription, if Snapmuse detects that the Subscriber does not broadcast in accordance with its subscription, Snapmuse may change the subscription type of the Subscriber unilaterally without being obliged to provide the Subscriber with prior notification or to obtain consent and may collect additional subscription fees arising from the change in subscription. 

 

4.2. Commercial Subscription

 

In case of Commercial Subscription, when the Subscriber clicks on the link on Snapmuse Music Portal which states “I accept” or discloses his declaration of acceptance in another way, the Subscriber shall be deemed to have unconditionally accepted all the terms and conditions of this Agreement as well as the General Terms and Conditions, the Cookie Policies and the Privacy Policies available on Snapmuse Music Portal. In case of any updates and / or changes made by Snapmuse in this Agreement or in the undertakings at any time during the term of subscription, the Subscriber shall be deemed to have accepted all such updates and changes without Snapmuse being obliged to provide the Subscriber with prior notice, or to obtain consent from the Subscriber.

 

Clicking the link, which states ”I accept” or disclosing the declaration of acceptance in another way shall constitute an irrecoverable undertaking that one has the capacity to become a party to this Agreement, has the authority to executive the Agreement, and that the Agreement has been approved by a company official and shall be binding upon the company.

 

Details of the Commercial Subscription is also available at the following link: https://snapmuse.com/pricing

 

In case of Commercial Subscription, this Agreement grants the Subscriber the right to use the Musical Works in commercial contents of the Subscriber within the scope of this Agreement. Musical Works may not be used for any purpose other than those allowed under the Agreement. As the usage of the Musical Works by the Subscriber in any manner other than the forms of usage determined in this Agreement would require the Subscriber to hold a different license that is not defined herein, in such a case the Subscriber must contact Snapmuse at hello@snapmuse.com to obtain the required license.

 

In the event of a Commercial Subscription, the Subscriber can use the rights arising from this Agreement for a single Channel, therefore the Subscriber must obtain a separate subscription for each additional Channel located in each platform. In order to use multiple channels or platforms under one subscription, the Subscribers shall purchase Multi Channel Subscription Licence which is detailed under Article 4.3.

 

Snapmuse can unilaterally change, limit, decrease or increase the number of songs that the Subscriber can download from Snapmuse Music portal, without being obliged to make a prior notification to or obtain consent from the Subscriber in this regard. In addition, Snapmuse can limit or change the period  during which the Subscriber can listen to music on Snapmuse Music Portal.

 

In the case of Commercial Subscription, if Snapmuse detects that the Subscriber does not broadcast in accordance with its subscription, Snapmuse may change the subscription type of the Subscriber unilaterally without being obliged to provide the Subscriber with prior notification or to obtain consent and may collect additional subscription fees arising from the change in subscription. 

 

4.3. Multi Channel Subscription Licence

 

Means the subscription which enables the Subscriber to use the Snapmuse Music Portal for multiple channels and platforms, under one subscription licence.

 

The subscriber specifies the number of platforms, number of channels and the purpose of usage at the beginning of the subscription period (i.e. scope). The fee of the related period shall be calculated based on the scope specified by the Subscriber and the pricing terms determined and notified to the Subscriber via Snapmuse Music Portal or e-mail.

Multi Channel Subscription Licence shall be used for either Personal or Commercial purposes which are detailed under Article 4.1 and 4.2.. Multi Channel Subscription Licences shall not allow for mixed purpose usages.

 

In case of a usage for the personal purposes which are detailed under Article 4.1., the Subscriber irrecoverably accepts all of the terms, rights, conditions, limitations and other clauses which are specified for the Standard Subscription under this agreement or notified to the Subscriber by Snapmuse via Snapmuse Music Portal or e-mail.

 

In case of a usage for the commercial purposes which are detailed under Article 4.2., the Subscriber irrecoverably accepts all of the terms, rights, conditions, limitations and other clauses which are specified for the Commercial Subscription under this agreement or notified to the Subscriber by Snapmuse via Snapmuse Music Portal or e-mail.

 

In case of Multi Channel Subscription, when the Subscriber clicks on the link on Snapmuse Music Portal which states “I accept” or discloses his declaration of acceptance in another way, the Subscriber shall be deemed to have unconditionally accepted all the terms and conditions of this Agreement as well as the General Terms and Conditions, the Cookie Policies and the Privacy Policies available on Snapmuse Music Portal. In case of any updates and / or changes made by Snapmuse in this Agreement or in the undertakings under this Agreement at any time during the term of subscription, the Subscriber shall be deemed to have accepted all such updates and changes without Snapmuse being obliged to provide the Subscriber with prior notice, or to obtain consent from the Subscriber. Clicking the link, which states “I accept” or disclosing the declaration of acceptance in another way shall constitute an irrecoverable undertaking that the Subscriber has the capacity to become a party to this Agreement, and if the Subscriber is under custody or guardianship, that the Agreement has been approved by the custodian or the guardian.

 

5. STANDARD SUBSCRIPTION LICENSE AND LIMITATIONS

 

The rights that are subject to this Agreement are not exclusive. This Agreement grants the Subscriber non-transferable and non-assignable rights, and the rights subject to this Agreement may not be sub-licensed to third parties. The Subscriber shall be obliged to use the Musical Works in accordance with the rights and licenses granted hereunder.

 

The rights and the scope of the license granted to the Subscriber as part of Standard Subscription with this Agreement are described hereinbelow in a limited manner.

 

5.1. The Subscriber is hereby granted the right to access Snapmuse Music Catalog available on Snapmuse Music Portal, containing works of art owned by or transferred to Snapmuse or its affiliates and to use them for the purpose of synchronizing the Musical Works in the Subsriber’s Production, and  to use the Musical Works only in the Subscriber’s video and podcast productions on the Channels either partially or fully, for the term of this Agreement and in line with the royalty rights Snapmuse obtained from third parties.

 

The Subscriber may not use, distribute, or broadcast its Musical Works or its productions containing Musical Works over linear television or theater broadcasts such as IPTV, cable or satellite television etc., or existing or future platforms such as Netflix, iTunes, Hulu, Facebook Watch, fitness or health VOD services and similar OTT, AVOD, FVOD and SVOD services, or TV shows, TVcommercials, long and short films, theme songs prepared for script contents, or in any logos, brands, or service marks.

 

The Subscriptions other than Multi Channel Licences can only be used by one person.

A multi-user subscription requires a different and special license and the Subscriber must click here to request the same.

 

In the event Snapmuse unilaterally detects that more than one person is using the same account, Snapmuse shall have the right to immediately and without a notification terminate the Subscriber’s account and this Agreement without refunding any prepaid charges and / or to collect from the Subscriber the applicable subscription fee to be calculated retrospectively for each additional user detected, at the rates applicable at the time of calculation.

 

Snapmuse shall not be obliged to rely on any written evidence in order to determine that the account is being used by more than one user, and Snapmuse’s foresight and reasonable opinion shall be sufficient in this regard.

 

5.2. This Agreement hereby grants the Subscriber the right to upload any Musical Work to a Channel together with the Subscriber’s Production and to distribute such Musical Work together with the Subscriber’s production through the Channels without any geographical limitations during the term of this Agreement, provided that the Subscriber’s production has been completed, uploaded, and broadcasted on a single Channel.

 

5.3. This rights granted with this Agreement does not contain any right to collect, receive royalty fees for the Musical Works, or to allow any third real or legal persons to make use of or benefit from the Subscriber’s Productions in any manner, or to sub-license the right to benefit from or use the Subscriber’s Productions in any other manner. Explicit rights of Snapmuse as set forth in this Agreement are hereby reserved.

 

5.4. Musical Works cannot be used by, rented, licensed, or sold to, any third party real or legal persons, or cannot be used in any productions that have been developed for other

purposes.

 

5.5. Musical Works and the productions where Musical Works are being used cannot be synchronized with other productions that are owned by any third party real or legal persons.

 

5.6. Musical Works cannot be integrated into channels of any third party real or legal persons, or used for promotion and advertisement of their services, uploaded to their websites, or included in their website contents.

 

5.7. Musical Works cannot be used in advertisements broadcasted before, during, or after videos in the paid media space of the Subscriber's Productions.

 

5.8. Musical Works cannot be combined with a single still image or limited animation, which is considered essentially equivalent to the production, in any way, including but not limited to partial or complete repackaging of any voice platform, including but not limited to sound samples, sound libraries, sound effects, sound pieces, sound beds.

 

5.9. Musical Works, including  the Subscriber’s Productions, where the visuals accompanying the Musical Works are of secondary importance, may not be used independently, cannot be

presented on any channel or distributed in any

other way.

 

5.10. Musical Works cannot be used in violation of the rights attached to other musical works and other works subject to intellectual properties.

 

5.11. Musical Works cannot be changed in any way, however the Subscriber shall have the right to cut and / or loop the Musical Works as reasonably necessary to include them in its

productions.

             

5.12. Musical Works must be used in accordance with all legal legislation. Accordingly, Musical Works may not be used or offered either independently or associated with any other materials in a way that they are partially or completely in violation of the legal legislation, violate human rights, have an insulting or defamatory nature, or support or praise any illegal action, or are against ethics and manners, or contain discrimination against anyone in terms of race, nationality, religion, ethnicity, gender, or sexual orientation, or promote an kind of violence and use of weapons, or violate the applicable legislation on the protection of personal data and privacy, or in adult and pornographic video contents in a manner that is against legal regulations.

 

5.13. Musical Works cannot be used partially and completely for the promotion or advertisement of third party real or legal persons, political parties, candidates for a political position, groups,

associations, foundations, social movements, or politicians, who have been or shall be elected.

 

5.14. Musical Works cannot be used for the

promotion of adult videos, entertainment venues, escort services or similar platforms, which are against legal legislation.

 

5.15. The Subscriber hereby irrevocably accepts that in Standard Subscription, if the annual turnover of the Subscriber is above USD 100 million and / or exceeds USD 100 million during the term of the Agreement, the subscription fees specified on the Snapmuse website shall not be applicable, and the subscription fees applicable to the Subscriber will be determined by Snapmuse unilaterally without being obliged to notify or to obtain consent from the Subscriber.

 

5.16. Any use of  Musical Works in the Subscriber’s Production that has been prepared with a single still image or a limited animation shall constitute an independent use of such Musical Works, and the Subscriber shall not independently use, distribute or broadcast any Musical Works either this or in any other way.

 

5.17. Musical Works cannot be used in advertisements broadcasted before, during, or after videos in the paid media space of the Subscriber's Productions.

 

6.COMMERCIAL SUBSCRIPTION LICENSE AND LIMITATIONS

 

The rights granted in this Agreement are not exclusive rights. This Agreement grants non-transferrable and no-assignable rights to the Subscriber, which cannot be the subject of sub-license. The Subscriber shall be obliged to use the Musical Works in accordance with the rights and licenses granted under this Agreement.

 

The rights and the scope of the license granted to the Subscriber as part of Commercial Subscription with this Agreement are described hereinbelow in a limited manner.

 

6.1. The Subscriber is hereby granted the right to access Snapmuse Music Catalog available on Snapmuse Music Portal, containing works of art owned by or transferred to Snapmuse or its affiliates and to use them for the purpose of synchronizing the Musical Works in the Subsriber’s Production, and  to use the Musical Works only in the Subscriber’s video and podcast productions on the Channels either partially or fully, for the term of this Agreement and in line with the royalty rights Snapmuse obtained from third parties.

 

6.2. This Agreement grants the Subscriber the right to use any Subscriber’s Production containing any Musical Work on all Channels without any geographical limitations during the term of this Agreement, provided that the Subscriber’s Production is completed.

 

6.3. Limited to terms of this Agreement, the Subscriber may sub-license the rights granted to it under this Agreement, to legal entities that are independent production companies, only for the purpose of producing contents on behalf of the Subscriber productions. However, in case of any sub-license within the scope of this Article, the Subscriber shall be personally liable for any uses of the Music Catalog and the Musical Works by the legal entities that have been granted a sub-license.

 

6.4. The royalty rights granted under this Agreement shall not cover the following situations.

 

6.4.1. The Subscriber hereby irrevocably accepts that in Commercial Subscription, if the annual turnover of the Subscriber is above USD 100 million and / or exceeds USD 100 million during the term of the Agreement, the subscription fees specified on Snapmuse website shall not be applicable, and the subscription fee to be applied to the Subscriber shall be determined by Snapmuse unilaterally without being obliged to notify or to obtain consent from the Subscriber. Moreover, in the event the advertising expenses of the Commercial Subscriber per project and / or video exceed USD 100,000, the Commercial Subscriber hereby agrees irrevocably that it shall be liable to pay Snapmuse a license fee to be determined by Snapmuse for each Musical Work that is used.

 

6.4.2. In Commercial Subscription, the Subscriber may not use, distribute, or broadcast its Musical Works or its productions containing Musical Works over linear television or theater broadcasts such as IPTV, cable or satellite television etc., or existing or future platforms such as Netflix, iTunes, Hulu, Facebook Watch, fitness or health VOD services and similar OTT, AVOD, FVOD and SVOD services, or other similar platforms to be offered for use in future, or Commercial stream and/or discount service platforms.

 

6.4.3. In Commercial Subscription, the Subscriber may not use the Musical Works or the Subscriber Productions where Musical Works are used, in TV shows, TV commercials, long and short films, theme songs prepared for script contents, in any logos, commercial brands, or service marks.

 

6.4.4. The Musical Works cannot be repacked partially or fully in the form of sound samples,

sound libraries, sound effects, or sound beds.

 

6.4.5. Any use of Musical Work in the Subscriber’s Production that has been prepared with a single still image or a limited animation shall constitute an independent use of such Musical Works, and the Subscriber shall not independently use, distribute or broadcast any Musical Works either this or in any other way.

 

6.4.6. Musical Works shall not be used in any product or platform that is developed in any manner at the request of end users and which allows the end user to order Musical Work or to use the same in a non-digital physical product, including but not limited to any application that allows the end users to synchronize or otherwise merge the Musical Work with other musical works, which would lead third party real or legal persons to independently download and/or in any way access or use the Musical Work in productions, where Musical Works are used and the visuals accompanying the Musical Works are of secondary importance.

 

6.4.7. Musical Works must be used in accordance with all legal legislation. Accordingly, Musical Works may not be used or offered either independently or associated with any other materials in a way that they are partially or completely in violation of legal legislation, or violate human rights, have an insulting or defamatory nature, or support or praise any illegal action, or are against ethics and manners, or contain discrimination against anyone in terms of race, nationality, religion, ethnicity, gender, or sexual orientation, or promote an kind of violence and use of weapons, or violate the applicable legislation on the protection of personal data and privacy, or in an adult video or in a pornographic manner that is against legal regulations.

 

6.4.8. Excluding for the Multi Channel Subscription Licences, Musical Works cannot be used by more than one Commercial Subscriber. If Snapmuse unilaterally detects that more than one person is using the same account, Snapmuse shall have the right to immediately and without a notification terminate the Subscriber’s account and this Agreement without refunding any prepaid charges and / or to collect from the Subscriber the applicable subscription fee to be calculated retrospectively for each additional user detected, at the rates applicable at the time of calculation. Snapmuse shall not be obliged to rely on any written evidence in order to determine that the Account is being used by more than one user, and Snapmuse's foresight and reasonable opinion shall be sufficient in this regard.

 

6.4.9. Musical Works cannot be modified in any way, however the Subscriber shall have the right to perform cutting and / or looping as reasonably necessary to include the Musical Work in its productions.

 

6.4.10. Musical Works cannot be used by, rented, licensed, or sold to, any third party real or legal persons, or cannot be used in any productions that have been developed for other purposes.

 

6.4.11. Musical Works or productions using such Musical Works cannot be synchronized with other productions that are owned by any third party real or legal persons.

 

6.4.12. Musical Works cannot be integrated into channels of any third party real or legal persons, used for promotion and advertisement of their services, uploaded to their websites, or included in their website contents.

 

6.4.13. Musical Works may be used in the advertisements broadcasted before, during, or  after the videos in the paid media space of the Subscriber's Productions.

 

6.4.14. Musical Works cannot be used in violation of the rights attached to other musical works and other works subject to intellectual properties.

 

7. LIFETIME SUBSCRIPTION AND LIMITATIONS

 

7.1. All rights of usage and limitations determined for Commercial Subscription shall also be applicable to Lifetime Subscription.

 

7.2. Without prejudice to the vested rights of the Subscribers, who have previously acquired Lifetime Subscription, Snapmuse hereby reserves the right to suspend the sale of lifetime memberships at any time.

 

8. MONETIZATION

 

At the beginning of the subscription, the Subscriber shall pair his accounts in the channels, where the productions, which will use Musical Works will be installed, with his Snapmuse account. After this pairing, the relevant accounts shall be included in the Whitelist by Snapmuse. For productions that include Snapmuse content and which are shared from the accounts in the Whitelist, Snapmuse shall not charge any extra fees in addition to the subscription fee. The Subscriber may block its account included in Whitelist for unsolicited advertisements. In addition, the Subscriber shall have the right to monetize advertisements that are broadcasted in the account registered in the Whitelist and that are shown in any productions containing the Musical Works.

 

In case of a change in the Channel Accounts that the Subscriber will use for productions containing the Musical Works, the Subscriber shall be obliged to pair the updated Channel Accounts with its Snapmuse account. The Whitelist shall be updated to reflect such pairing.

 

For each subscription license, only 1 (one) Youtube account, 1 (one) Facebook account, and 1 (one) Instagram account can be paired.

 

Snapmuse shall be entitled to protect all the Musical Works contained in the Music Catalogue in every way. As part of such protection, any unauthorized usage of Snapmuse content by an account which is not in the Whitelist will be detected instantly by Snapmuse through a Content ID.

 

As stated in the above articles, at the beginning of the Subscription or during the change of accounts associated with the Subscription package, the authenticity of the Channels included in the Whitelist shall be under exclusive liability of the Subscriber. Failure to add the the right Channel to Whitelist will be deemed as unlicensed usage and shall give Snapmuse the right to remove such broadcasted productions from broadcasting and/or to monetize/ collect advertising revenues derived from such Musical Works entirely or in the amount to the unilaterally determined by Snapmuse unilaterally.

 

In the event Snapmuse generates an additional revenue or makes any other claims in relation to a production that is licensed within the scope of this Agreement, it may be reported to Snapmuse at hello@snapmuse.com. Upon receipt of such a notification, Snapmuse shall stop the relevant revenue gain and claim without any delay. However, Snapmuse shall not make a retrospective refund to the Subscriber for revenues it has collected for any period of time due to failure to form a correct Whitelist.

 

 

9. SUBSCRIPTION FEE AND PAYMENT

 

9.1. In consideration of the rights and the license granted with this Agreement, the Subscriber shall pay Snapmuse a subscription fee in the amount that is specified in the subscription section of Snapmuse Music Portal and / or notified to the Subscriber via email at the time of acceptance of the Agreement. Snapmuse shall not be liable to refund to the Subscriber the subscription fee that has been paid by the Subscriber, except for cases expressly stated in this Agreement. The subscription fee is a fixed fee, and the Subscriber shall not be liable to pay any extra fees for the Musical Works, other than the subscription fee, to Snapmuse or a composer, a performer, a producer, or any other person involved in the creation of the Musical Works, and regardless of a composer, a performer, or other beneficiary, or any contractual debt, to any professional body, except for the liability to make an exclusive transfer according to local laws.

 

9.2. The subscription fees specified in Snapmuse Music Portal includes all taxes.

 

9.3. Snapmuse reserves the right to change subscription fees unilaterally. Snapmuse shall notify any such change to the Subscriber via e-mail, and changes in fees shall become effective on the first invoice date following the date of respective notification to the Subscriber.

 

9.4. If the Subscriber does not accept a change in the fees, which has been notified to him by email, the Subscriber shall have the right to terminate his subscription starting from the date of receipt of the notification about the change in fees until the next invoice date. If the subscription is not terminated within such period of time, the Subscriber shall be deemed to have accepted the fee change.

 

9.5. When former Subscribers, whose subscription has expired or has been terminated wish to reactivate the subscription with the same e-mail, Tax Number or ID Number, and channels, all outstanding invoices pertaining to previous periods must have been paid.

 

9.6. Cancellation of the subscription shall take place at the end of the relevant invoice period and no refund shall be made for that period.

 

10. REGISTRATION OF CREDIT CARD DETAILS OWNED OR NOTIFIED BY THE SUBSCRIBER

 

10.1. The Subscriber shall record its credit card details, which will be used to pay applicable subscription fees, into the system of the intermediary company that Snapmuse cooperates with to record and store the credit card information, through the Snapmuse Music Portal.

 

10.2. The Subscriber hereby irrevocably agrees, declares, and undertakes that it has given its consent to the intermediary company that Snapmuse cooperates with, for the recording and storing of credit card details and usage of the same for collection, that the Subscriber is aware that the intermediary company is liable for storing, saving and protecting the credit card details, and that Snapmuse shall have the right to replace the intermediary company without any obligation to notify such replacement to the Subscriber, and that in the event of such replacement, the Subscriber consents in advance to the transfer of his credit card details to the new intermediary company, that the liability of the transferee intermediary company shall start as of the date of transfer.

 

10.3. The Subscriber hereby irrevocably agrees that any credit card details registered by the Subscriber in Snapmuse Music Portal shall be used upon his own request and consent, and that the Subscriber has granted a separate consent for each use.

 

10.4. The Subscriber hereby agrees, declares and undertakes that Snapmuse shall not have any responsibility for the storage of credit card details, and therefore irrevocably releases Snapmuse from any and all liabilities in this regard, and the Subscriber shall not be entitled to recourse to Snapmuse, and irrevocably waives the right to apply for legal procedures against Snapmuse, in connection with the storage of credit card details.

 

11. TERM AND TERMINATION

 

11.1. This Agreement shall remain in effect until it is canceled by Snapmuse or in cases where it is expressly authorized, by the Subscriber.

 

11.2. The Agreement shall enter into effect upon clicking the link that states "I agree" by the Subscriber, and shall be automatically renewed for the subscription period designated by the Subscriber (e.g. 1 month or 12 months) unless it is terminated upon expiration of the subscription period.

 

11.3. In annual subscriptions, Snapmuse shall make a notification to the Subscriber via e-mail 1 month prior to the expiry of the annual license fee regarding that the subscription would be automatically renewed. The subscription shall be automatically renewed, with the same subscription content and the current prices, unless the Subscriber's request for cancellation is sent to "hello@snapmuse.com" until the close of business, 2 (two) days before the invoice date for the relevant period. Upon request for cancellation, the cancellation shall be performed on the date the subscription period expires, and the Subscriber shall be able to use its existing license rights until the expiration of the subscription period.

 

11.4. Monthly subscriptions shall be automatically renewed each month on the relevant invoice date, with the same subscription content and the current prices, unless the Subscriber's request for cancellation is sent to hello@snapmuse.com address 2 (two) days prior to the invoice date. Upon a request for cancellation, the cancellation shall be performed on the date the subscription period expires, and the Subscriber shall be able to use its existing license rights until the expiration of the subscription period.

 

11.5. Snapmuse shall be entitled to terminate this Agreement and the subscription unilaterally and/or to suspend the Subscriber's right to access the Snapmuse Music Portal without prior warning and notice, and without any liability to pay any compensation and refund subscription fees, in cases of the utilization of the Subscriber in violation of this Agreement, usage of the subscription by an unauthorized user, non-payment and failure to collect the subscription fees, or the subscription fees are recalled by the intermediary company,  where it is detected that the Subscriber has provided false or misleading information and including but not limited to the above grounds, for any other just causes. The Subscriber shall not have the right to unilaterally terminate the Agreement and the subscription without a just cause, except for Article 11.7 of this Agreement. If the Subscriber terminates the subscription unilaterally except for Article 11.7 of this Agreement, it shall have no right to demand the refund of the subscription fee from Snapmuse.

 

11.6. The Subscriber hereby irrevocably acknowledges, declares and warrants that upon the expiration or termination of the Agreement and the subscription, the right to use and access the Music Catalog and all license rights granted to the Subscriber with this Agreement shall cease, that all uses of Musical Works in Subscriber’s productions shall be immediately terminated, that the Subscriber shall return the Music Catalog to Snapmuse, that the Subscriber shall destroy copies of the Music Catalog and the Musical Works immediately and that it shall have no usage and license right on any

of these copies, that otherwise the Subscriber shall be liable to pay Snapmuse royalties and also compensation, and penalties.

 

11.7. In case a Subscriber residing in a country that is part of the European Union purchases a subscription, yet does not download any Musical Works within 14 days as of the purchase date ("Withdrawal Period"), the Subscriber may terminate the subscription by sending an email to hello@snapmuse.com within 14 days from the date of purchase. If the Agreement and the subscription are terminated in accordance with this Article, the subscription fee shall be refunded to the Subscriber within 10 (ten) days from the date of termination. If the Subscriber terminates the Agreement at any time upon expiration of the "Withdrawal Period", the Subscriber cannot request the refund of the subscription fee even if he has not downloaded any Musical Works.

 

11.8. The Subscriber hereby agrees that he has no right to broadcast any production, which has been broadcasted during the term of the Agreement by the Subscriber, after the termination of the Agreement for any reason and that the broadcasting of Subscriber’s Productions following the expiration of the Agreement is subject to unilateral consent of Snapmuse.

 

11.9. This Agreement shall terminate automatically without any liability for compensation if either of the Parties becomes bankrupt, insolvent or declares concordat.

 

12. FORCE MAJEURE

 

The Subscriber hereby agrees that general strikes, lockouts, wars, terrorist acts, earthquakes, floods, and other natural events, epidemics, fires, and any other unpredictable political developments preventing Snapmuse from fulfilling its obligations under this Agreement shall be regarded as force majeure events, and that if any force majeure event and that if the force majeure event, which prevents Snapmuse from fulfilling its obligations arising from this Agreement continues for more than 30 (thirty) days, Snapmuse may terminate this Agreement without paying any compensation, penal sum, or any other sum for any purposes hereunder, and with the right to collect all subscription fees that have accrued until the date of termination and to retain all sums that have been already paid, or may suspend the Agreement for a period of time to be designated by Snapmuse unilaterally.

 

13. INTELLECTUAL PROPERTY RIGHTS

 

Snapmuse owns all copyright arising from any  property laws and intellectual property laws in the Musical Works included in the Snapmuse Music Catalog. No person, entity, or professional association, other than the affiliates of Snapmuse shall have any right or authorization on the Musical Works. The Subscriber hereby irrevocably accepts that the Subscriber has not acquired any property rights over any Snapmuse content.

 

14. LIABILITY

 

14.1. Each Party shall be liable with the limits set forth in this Article, for losses and damages

incurred by the non-breaching other Party as a result of failure to fulfill the obligations under this Agreement fully or properly.

 

14.2. Snapmuse shall not be liable for any consequential material damages, any intangible damages suffered by the Subscriber that are not direct, nor attributable to the fault of Snapmuse and that do not rely on a final court order, and for any payments and compensations paid by the Subscriber to third parties for this and other similar reasons, or for loss of commercial value or loss of profit. Any fees of damage and liability payable by Snapmuse to the Subscriber as per this Agreement shall be limited to the subscription / license fee paid by the Subscriber.

 

14.3. In case the Subscriber acts in breach of this Agreement, the Subscriber shall pay all pecuniary and intangible damages suffered and by Snapmuse, and all indemnities and other sums which Snapmuse might be compelled to pay to any third parties and /or corporations as a result of Subscriber’s breach, in cash upon the first demand of Snapmuse and without any prejudice or exception and without the need to obtain any court order in this regard.

 

15. PENAL CLAUSE

 

If it is determined by Snapmuse that the Subscriber has not fulfilled any of its obligations arising from this Agreement partially or completely for any reason, or violated any of the terms of this Agreement, the Subscriber hereby agrees, declares and undertakes irrevocably that it shall pay Snapmuse the amount to be determined by Snapmuse in the amount of the license fee as a penal clause, immediately and in cash upon the first request of Snapmuse, even if Snapmuse has not suffered any damages. The Subscriber hereby agrees irrevocably that the penal clause is not dependent on the occurrence of any damages, and that if any damage has occurred, it must be paid in addition to the sum of such damages, and that he shall not make any claims for the reduction of the sum of the penal clause.

 

16. CONFIDENTIALITY

 

The Subscriber hereby agrees and acknowledges it shall treat confidential any and all information and documentation pertaining to Snapmuse, which it might have acquired under this Agreement or otherwise. The said information and documentation may not be reproduced, copied, or expressed to any third real or legal persons for any reason whatsoever or disclosed by any means or may not be used to the benefit of the Subscriber or any third parties by the Subscriber or by the Subscriber’s employees, including its subcontractors. Upon the termination or expiry of the Agreement, the Subscriber shall immediately return to Snapmuse all information and documentation owned by Snapmuse, even if Snapmuse does not make any request / instruction in this regard, and destroy the same in an inaccessible manner.

 

The Subscriber hereby agrees, declares, and undertakes that the Subscriber shall be liable to pay due case to ensure the safety and the protection of the information and documentation in question, that the Subscriber shall be solely liable if any of its employees or third persons to be engaged by the Subscriber commits any breach of this provisions, that this obligation of confidentiality shall survive the termination or expiration of this Agreement for an indefinite period of time, and that the Subscriber shall pay upon first demand for all damages and losses suffered by Snapmuse and third party real and / or legal persons as a result of any breach by the Subscriber of the confidentiality obligation.

 

The Subscriber hereby accepts that the contents, subscriber activities and activity histories of the Subscriber shall not constitute any confidential information with respect to the Subscriber and the third party to which application is linked in cases where its account is linked to any third party application, and that the Subscriber has given its express consent to Snapmuse for the use of such information and that the Subscriber shall be solely liable to the third party to which the application is linked, that its account shall be subject to the privacies policy of Snapmuse in cases where its account is linked to any third party application.

 

17. PROTECTION OF PERSONAL DATA

 

The Subscriber hereby agrees and undertakes that it shall keep all personal data obtained in connection with this Agreement confidential in accordance with the legislation on the protection of personal data, that it shall not transfer such information to any third party except for the fulfillment of legal obligations without prior written consent of Snapmuse, that it shall use such personal data only to the extent necessary for the performance of this Agreement, that it shall delete, destroy or anonymize the personal data it has obtained, except for the fulfillment of legal obligations, upon the expiry or the termination of the Agreement or if the reasons that require the use of personal data disappear, that this obligation shall survive the expiration of this Agreement, and that it shall indemnify upon first demand all damages and losses suffered by Snapmuse and any third real and/or legal persons due to its failure to comply with this obligation.

 

18. ANTI-CORRUPTION

 

The Subscriber hereby agrees, declares and undertakes that it shall comply with all laws and regulations regarding the Declaration of Goods and Combating Bribery and Corruption, as well as all rules set forth in the anti-corruption policy to be published by Snapmuse; and that otherwise it shall be held jointly and severally responsible in case of any damage.

 

19. WARRANTY AND DISCLAIMER

 

The Subscriber is hereby deemed to have accepted that the online player of Snapmuse is provided "as is". Snapmuse hereby rejects any and all express or implied warranties, including but not limited to implied warranties of fitness for a particular purpose. Accordingly, Snapmuse does not grant any express or implied warranties, including but not limited to any guarantees on the functionality, quality or performance of any works, information, services, goods, technology, networks and / or contents provided with this Agreement; on any use of or access to the same.

 

20. TRANSFER AND ASSIGNMENT

 

The Subscriber may not completely and / or partially transfer its rights, licenses, and obligations within the scope of this Agreement to any third party real and legal persons, or establish any lien thereon, without obtaining the prior written consent of Snapmuse. However, Snapmuse may transfer this Agreement and / or any of its rights and / or obligations hereunder to any real or legal person, in whole or in part, at its sole discretion, without any obligation to notify the Subscriber in advance to and to obtain consent from the Subscriber in this regard.

 

21. SEVERABILITY

 

If any provision of this Agreement becomes invalid, unlawful or unenforceable due to any reason, this Agreement shall be interpreted and applied to reflect the original intent of the Parties as closely as possible in order to have the Agreement consummated to the greatest extent possible. The existence of an invalid, unenforceable, or illegal provision shall not affect the validity, legality and enforceability of the remainder of the Articles of this Agreement. In addition, the implementation of any of the terms of this Agreement differently by the Parties shall not mean that the Article has been accepted as  implemented, nor shall such implementation have an effect on the validity of the remainder hereof. Moreover, non-implementation of some Articles shall not be interpreted such that the said articles have been repealed.

 

22. AMENDMENTS

 

Snapmuse hereby reserves the right to make unilateral amendments to this Agreement. Snapmuse shall publish any amendments it has made on the Agreement on the Snapmuse Music Portal, and shall have no separate obligation to inform the Subscriber of such amendments. Subscriber's continued use of the Snapmuse Music Portal following any unilateral amendment made by Snapmuse shall be deemed as the acceptance of such amendments. Unless any amendment to the Agreement renders the performance of the Agreement impossible, this situation may not be claimed as a just cause for the termination of the Agreement by the Subscriber.

 

23. GOVERNING LAW, JURISDICTION AND EVIDENTIAL AGREEMENT

 

This Agreement shall be governed by the Laws of the Republic of Ireland. In case of any disputes arising from this Agreement, which cannot be resolved amicably between the Parties, Dublin shall have jurisdiction over such disputes. The Subscriber hereby agrees that in case of any dispute arising from this Agreement, records of Snapmuse, such as records of books, microfilms, microchips, sound and video tapes, data processing and computer shall be considered as valid documents with evidential value and that these establishes the legal presumption that Snapmuse is a prudent merchant and that it duly keeps the books and its records reflect the truth.

 

24. NOTICES

 

For all notices to be made in relation to this Agreement, Snapmuse agrees that the address specified in Article 1 of this Agreement; and the Subscriber hereby agrees that its address stated during the subscription registration shall be accepted as their legal residence.

 

The Subscriber hereby agrees, declares and undertakes that all notices required to be made to the Subscriber hereunder shall be made via the e-mail address notified by it during the subscription registration, that these notices shall bear all the consequences of a valid notice and that the Subscriber shall not make any objections in this regard. In case of any change of the address, Subscriber shall be obliged to notify his new address to Snapmuse within 7 (seven) days and to update its details. Otherwise all notices made to the residence and e-mail address indicated by the Subscriber at the time of subscription registration shall be deemed to have been made properly.

 

25. INTERNATIONAL CONVENTIONS

 

The Subscriber hereby agrees that the United Nations Convention on Contracts for International Sales of Goods shall not apply to this Agreement and to the services provided to the Subscriber by Snapmuse within the scope of this Agreement.

 

The Subscriber hereby agrees, declares, and undertakes that the services to be provided to him under this Agreement and the software to be offered in connection with these services may be subject to export controls and that he will not export or re-export the same to any country or any real or legal persons, unless such export is permitted by law or explicit written consent of Snapmuse is obtained, and that the Subscriber is subject to export controls or sanctions as the end user and shall bear any and all liabilities in this regard.

 

This Agreement is executed online on the website “snapmuse.com” and is binding on the Parties and their successors.