> Terms and Conditions of Use

MUSIC LICENSE AND BACKGROUND MUSIC SERVICE CONTRACT

Parties

This Contract (hereinafter, the "Contract") is entered into between:

Free Music Projects S.L, with C.I.F 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".

Collectively, 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 royalty-free music services.

The Client may acquire licenses for downloadable music and/or the background music service, in accordance with the terms and conditions set forth in this Contract, selecting one or both services according to their needs.

1. Background Music Service

1.1) Terms of the Background Music Service

1.1.1. FREE MUSIC PROJECTS, S.L. (C.I.F B-86488244), headquartered in Madrid, at Calle Antracita, 30, offers its clients and interested parties a Background Music Service that consists of the continuous broadcasting of ambient music in public or private spaces, with certain rights included under the conditions established 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 that it has the necessary licenses to offer the Client, through a private and restricted access Client Area, a series of musical works with some rights included for use in public and/or commercial spaces.

1.1.3. The authors, producers, artists, performers, or interpreters of the musical works managed by FREE MUSIC PROJECTS S.L. do not belong to any copyright management entity, or belong to management entities that allow their authors to grant direct licenses to users. According to Directive (EU) 2019/790, authors can grant direct licenses for their works, canceling any collective license over those works.

1.1.4. It is the sole responsibility of the client to reproduce only the content provided by FREE MUSIC PROJECTS S.L. through the service. In case the client reproduces other musical or sound content, FREE MUSIC PROJECTS S.L. is not responsible for the rights that may be generated nor for the public communication fees that may be demanded by the management entities. Additionally, in those countries where intellectual property laws establish mandatory collective management of copyright, phonographic or related rights, it will be the client's sole responsibility to pay these mandatory rights at their own exclusive expense. The client agrees to comply with all the requirements of their country's legislation regarding the payment of these mandatory rights.

1.1.5. FREE MUSIC PROJECTS S.L authorizes the use of its content in the global sound area contracted. In case this area is incorrect, or the number of points of sale varies, FREE MUSIC PROJECTS S.L is fully empowered to cease the provision of the service and cancel the contract without the need to go to court. The geographical location of the points of sale and the areas of these establishments are detailed in the data entered by the User at freemusicprojects.com. Additionally, the client accepts that FREE MUSIC PROJECTS S.L may request, via email and/or burofax, data for the verification of the contracted area, such as plans and/or cadastral information, which must be provided within 5 calendar days. If this information is not provided within the indicated period, FREE MUSIC PROJECTS S.L reserves the right to cancel the service and void the license without the need to go to court. This verification process is essential to ensure the correct provision of the service.

1.1.6. FREE MUSIC PROJECTS S.L will provide the client, through access to a private user area, with an email and password, on the soundtoro.com website, a set of musical channels, which can be streamed.

1.1.7. The charge will always be made in advance for the service to be provided, for one year, which starts from the date of contracting.

1.1.8. FREE MUSIC PROJECTS, S.L. is authorized to, without the need to go to court, withdraw the service and terminate the contract if the user does not promptly pay any dues, as well as for non-compliance with the conditions stipulated in this contract, without prejudice to the right to claim for this or any other concept.

1.1.9. Under no circumstances may the client connect different equipment simultaneously, either in the specified space or in other different ones.

1.1.10. In the event that the client does not promptly pay the amount of the corresponding fees, or for any other reason the present contract expires, FREE MUSIC PROJECTS S.L is fully empowered to cease the provision of the service without the need to go to court.

1.1.11. FREE MUSIC PROJECTS S.L. is exonerated from all liability for possible interruptions or anomalies in the service that are beyond its control, and consequently, cannot be subject to any claim for this reason nor be obliged to pay any compensation to the client. Interruptions beyond the control of FREE MUSIC PROJECTS S.L. include, but are not limited to, the following situations:

1.1.11.1. Force Majeure: Any unforeseen and unavoidable event that makes the fulfillment of the contract impossible, such as natural disasters (earthquakes, floods, hurricanes, etc.), fires, pandemics, wars, terrorist acts, civil disturbances, or any other similar event.

1.1.11.2. Internet Network Interruptions: Internet connectivity failures due to problems with Internet Service Providers (ISPs), failures in telecommunications infrastructure, denial of service (DDoS) attacks, or other technical problems beyond the direct control of FREE MUSIC PROJECTS S.L.

1.1.11.3. External Technical Problems: Any failure or interruption in third-party technological systems necessary for the provision of the service, such as streaming servers, cloud storage platforms, external database services, or any other external technology service provider.

1.1.11.4. Third-Party Actions: Interruptions caused by acts or omissions of third parties, including, but not limited to, sabotage, hacking, or any form of cyber attack, government actions that restrict access to the Internet or specific services, or any other external intervention that affects the provision of the service.

1.1.11.5. Scheduled Maintenance: Temporary interruptions necessary to perform updates, improvements, or system maintenance, provided that these interruptions are notified to the client with reasonable advance notice.

In the event that any of the aforementioned interruptions occur, FREE MUSIC PROJECTS S.L. undertakes to take all reasonable measures within its reach to restore the service as soon as possible. However, these interruptions will not give rise to compensation, indemnification, or reduction of the contracted fees, except in cases where applicable legislation provides otherwise.

1.1.12. The price of the background music service indicated in the corresponding section of this contract is considered fixed and unalterable during the current year. As of January 1st of subsequent years, FREE MUSIC PROJECTS S.L. is authorized to automatically update this price.

2. Music Download Service

Free Music Projects offers a music download service licensed 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) Granting of Free Music Projects Catalog Licenses

2.1.1) Class A License

Description: Through 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 websites, advertising banners, blogs, automatic answering machines, on-hold phone calls, podcasts, non-commercial multimedia presentations, and non-commercial theatrical performances.

Duration: The license granted under this modality is indefinite (unlimited) 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: No limit on mechanical reproduction is specified under this modality.

2.1.2) Class B License

Description: Through 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 advertising on television and/or radio (regional and/or local scope), theme music on television and/or radio (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 indefinite (unlimited) 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 mechanical reproduction of the works up to a limit of 1000 copies in multiple formats.

2.1.3) Class C License

Description: Through 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 advertising on television and/or radio (national scope), theme music on television and/or radio (national scope), feature films, and video games.

Duration: The license granted under this modality is indefinite (unlimited) 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 mechanical reproduction of the works in more than 1000 copies in multiple formats.

3. Termination of the Agreement

This agreement will terminate for any of the following reasons:

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

b) Mutual agreement of the parties.

c) Breach by either party of any of their obligations.

d) Any other cause provided by law or validly stated in any of its clauses.

4. Jurisdiction and Competence

4.1 This Agreement will be governed and interpreted in accordance with the laws of Spain.

4.2 Any dispute arising in connection with this Agreement, including its existence, validity, or termination, will be resolved by arbitration administered by the Madrid Court of Arbitration, in accordance with its procedural rules in effect at the time the arbitration request is filed.

5. Modifications

5.1 The Provider reserves the right to modify the terms and conditions of this Agreement at any time. Such modifications will take effect immediately after their publication on the Site. Continued use of the Background Music Service after the publication of the modifications will constitute acceptance of these modifications by the Client.

6. Miscellaneous

6.1 If any provision of this Agreement is deemed invalid or unenforceable, such provision will be interpreted in accordance with applicable law to the maximum extent possible, and the remaining provisions will remain in full force and effect.

6.2 This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements and understandings between the Parties, whether written or oral, with respect to the same.

6.3 No waiver of any term of this Agreement will be effective unless made in writing and signed by the waiving Party.

7. Agreement Update

7.1 This agreement is updated as of June 11, 2024. Any future updates to the terms and conditions will be notified to clients via email.

8. Electronic Acceptance

8.1 By accepting these terms and conditions on the Site, the Client acknowledges and agrees that they are entering into a legally binding agreement with Free Music Projects S.L.