MUSIC LICENSE AND BACKGROUND MUSIC SERVICE AGREEMENT

Parties

This Agreement (hereinafter referred to as the "Agreement") is entered into between:

Free Music Projects S.L, with CIF B-86488244, headquartered in Madrid, Spain, hereinafter referred to as the "Provider" or "Free Music Projects".

And,

The Client, hereinafter referred to as the "Client" or the "Licensee".

Together, the "Parties".

Background

The Provider operates a website with the address www.freemusicprojects.com, hereinafter referred to as the "Site," which offers music download services and a copyright-free music service.

The Client can acquire licenses for downloadable music and/or the background music service, according to the terms and conditions set forth in this Agreement, choosing one or both services as per their needs.

1. Background Music Service

1.1) Background Music Service Conditions

1.1.1. FREE MUSIC PROJECTS, S.L. with CIF B-86488244, headquartered in Madrid, at Calle Antracita, 30, fourth floor, offers its customers and interested parties a music service with included copyright under the conditions set out in this contract.

1.1.2. FREE MUSIC PROJECTS S.L declares and guarantees that it is the licensee of all the musical works it manages and has the necessary licenses to offer the Client, through a restricted access private Client Area, a series of musical works with copyright included for their public communication in stores and commercial spaces. All rights to the works exploited by FREE MUSIC PROJECTS S.L, including copyright and other intellectual property rights not transferred in this contract, are the property of FREE MUSIC PROJECTS S.L and/or the authors.

1.1.3. None of the authors, producers, artists, performers, or interpreters of the musical works used by FREE MUSIC PROJECTS S.L are part of any copyright management entity or other types of rights management entities. None of their works are part of the repertoire of such entities. However, authors whose management companies allow it may issue direct usage licenses for some of their works.

1.1.4. FREE MUSIC PROJECTS S.L authorizes the use of its contents on the contracted sound area. In case this area is incorrect, or the number of sales points changes, FREE MUSIC PROJECTS S.L is broadly empowered to cease the service and terminate the contract without the need to resort to the courts.

1.1.5. FREE MUSIC PROJECTS S.L will provide the Client, through access to a personal user area, restricted by email and password, on the website freemusicprojects.com, with a set of music channels that can be played in the Client's establishment.

1.1.6. FREE MUSIC PROJECTS, S.L. is empowered to, without the need to resort to the courts, withdraw the service and terminate the contract if the user does not promptly satisfy any debt, as well as for non-compliance with the conditions stipulated in this contract, without prejudice to the right to claim under this or any other concept.

1.1.7. FREE MUSIC PROJECTS S.L is exempt from any responsibility for possible interruptions or anomalies in the service that are beyond its control, and consequently, it cannot be subject to any claim for such reasons, nor will it be obliged to pay any compensation to the Client.

1.1.8. FREE MUSIC PROJECTS S.L is not responsible for possible legislative changes in intellectual property matters that may exist in the Client's country during the term of the contract and that could prevent the proper use of the service and License.

1.1.9. The price of the music background service set out in the corresponding section of this contract is considered fixed and unalterable during the current year. From January 1 of the following years, FREE MUSIC PROJECTS S.L. is authorized to automatically update this price.

1.2) Client's Obligations Regarding the Background Music Service

1.2.1. It is the sole responsibility of the Client to play only the content provided by the Provider through the Music Service. In case the Client plays other music or sound content, the Provider is not responsible for any rights that may be generated, nor for the fees for public communication that may be demanded from them by management entities.

1.2.2. In jurisdictions where the law requires mandatory collective management of rights, including neighboring rights or phonographic rights, the Client or End User will be solely responsible for making the relevant payments to the corresponding collective management entities, and FREE MUSIC PROJECTS S.L will be exempt from any obligation or liability in relation to such payments. The Client or End User agrees to comply with all legal obligations related to the collective management of rights in their jurisdiction and to indemnify FREE MUSIC PROJECTS S.L from any claims, demands, or actions related to non-compliance with these obligations.

1.2.4. The client may not simultaneously connect different devices in the designated space or in other locations.

1.2.5. The payment for the service provision will be made in accordance with the conditions set out in the contract and will always be made in advance before the service provision.

2. Music Download Service

Free Music Projects offers a licensed music download service for specific audiovisual and advertising uses. Through this service, the Licensee has the opportunity to acquire licenses for musical works available in the Free Music Projects catalog for the purpose of using them in audiovisual and advertising projects. These licenses are granted according to the categories and conditions detailed below:

2.1) Grant of Free Music Projects Catalog Licenses

2.1.1) Class A License

Description: By means of this Agreement, FREE MUSIC PROJECTS S.L, hereinafter "Free Music Projects," grants the Licensee, hereinafter the "Licensee," a non-exclusive, non-transferable, and non-sublicensable license to use musical works available in the Free Music Projects catalog for the purpose of incorporating them as background music on web pages, advertising banners, blogs, automated responders, on-hold phone calls, podcasts, non-commercial multimedia presentations, as well as non-commercial theatrical performances.

Duration: The license granted under this modality is of indefinite (unlimited) duration and remains in effect unless canceled in accordance with the terms stipulated in this Agreement.

Territorial Scope: The license is valid for use anywhere in the world.

Mechanical Reproduction: There is no specified limit to mechanical reproduction under this modality.

2.1.2) Class B License

Description: By means of this Agreement, Free Music Projects grants the Licensee a non-exclusive, non-transferable, and non-sublicensable license to use musical works available in the Free Music Projects catalog for the purpose of incorporating them into television and/or radio advertising (regional and/or local scope), television and/or radio jingles (regional and/or local scope), documentaries, short films, commercial multimedia presentations, corporate videos, commercial theatrical performances, public events, and commercial events.

Duration: The license granted under this modality is of indefinite (unlimited) duration and remains in effect unless canceled in accordance with the terms stipulated in this Agreement.

Territorial Scope: The license is valid for use anywhere in the world.

Mechanical Reproduction: The license allows for mechanical reproduction of the works up to a limit of 1000 copies in multiple formats.

2.1.3) Class C License

Duration: The license granted under this modality is of indefinite (unlimited) duration and remains in effect unless canceled in accordance with the terms stipulated in this Agreement.

Territorial Scope: The license is valid for use anywhere in the world.

Mechanical Reproduction: The license allows for mechanical reproduction of the works in more than 1000 copies in multiple formats.

3. Termination of the Agreement

4.1. This Agreement will terminate for any of the following reasons:

a) Fulfillment of the stipulated term, provided there is no extension of the same.

b) Mutual agreement of the parties.

c) Breach by any of the parties of one or more of their obligations.

d) Any other cause provided for by law or validly set out in one of its clauses.

4. Jurisdiction and Competence

This Agreement and its execution are subject to Spanish law. Pursuant to this provision, any dispute, controversy, or litigation arising in connection with this contract will be resolved by the Spanish courts with jurisdiction in the place where the contract is concluded or in any other place agreed upon by both parties in a consensual manner.

In particular, in the event of a dispute related to this contract, the parties agree to submit to the jurisdiction of the courts of Madrid, Spain, as the competent court to resolve any conflicts. This choice of jurisdiction is binding on both parties and is made with the purpose of ensuring an effective and fair resolution of any disputes that may arise in the future.

Additionally, both parties commit to cooperate in good faith and to participate in any dispute resolution process required by Spanish law, including the possibility of resorting to alternative methods of conflict resolution, such as mediation or arbitration, if established by current laws.

In conclusion, this clause clearly and concisely establishes that Spanish law will govern this contract and that any dispute that arises will be resolved by the courts of Madrid, ensuring a solid and predictable legal framework for both parties involved.