SLANG MUSIC GROUP MUSIC LIBRARY LICENSE AGREEMENT

Welcome to the Slang Music Group Music Library! We thank you for your interest in using our recorded music, and we appreciate your business. This document (“License Agreement” or “Agreement”) sets forth the terms of the license for the use of our recorded music and the agreement between you, the User, and SMG.

This is an agreement between Slang Music Group, LLC (“SMG”) and You, or the employer or entity on behalf of whom you are entering into this Agreement (“you”). By using our website (http://library.slangmusicgroup.com/) and the Slang Music Group Music Library (“ML”), you agree to be bound be these terms and conditions (the “Agreement”) as they pertain to the license you purchase for the use of our recorded music.

SLANG MUSIC GROUP MUSIC LIBRARY LICENSES

Here’s What You Can Do With A License:

If you are interested in an EXCLUSIVE License (i.e., only you get to use that Recording), you will need to contact Slang Music Group at Info@SlangMusicGroup.com or (312) 806-8856 to discuss exactly what you are looking for. Let’s be crystal clear…the music licenses through this site are NON-EXCLUSIVE, which means anyone can purchase a license to use the Recordings. By purchasing a Slang Music Group Music Library License, SMG grants you the limited, non-exclusive, non-transferable, right and license, for a limited time (based on the selected license) to modify (subject to restrictions) and use a Recording (defined as a particular composition reduced to a recording, i.e., recorded music, which is available for license from Slang Music Group Music Library, including, but not limited to, sound effects and musical compositions) for your Project ( defined as a media project in which our recorded music (Recording) is used or synchronized)in accordance with this Agreement and the type of license that you purchase (Basic, Intermediate, or Deluxe). The use is, however, restricted to a single “Territory”.

SMG prides itself on simplicity because we know that everything you have to do today is a job, and its all complicated. You are welcome to listen to any of the Recordings available for download from the Slang Music Group Music Library for internal testing and client approval, but you cannot use them for any other purpose, including, but not limited to, use in commercial projects, advertising, video synchronization, social or other digital media, without the purchase of a license.

Our Licenses are fully described in the preceding chart:

As you can see, the type of License determines what can be done…or…what you want to do with a Recording determines which type and level of License you will need. So…let’s explain:

BASIC LICENSE:

When you select, and pay for, our BASIC LICENSE, you are granted the following rights: For one year from the date that You purchase the License, in one Territory (that’s one Nation), You may use the Recording an unlimited number of times for one (1) Project on the Web (Internet), in Social Media, in Industrial and Point of Sales locations (including, but not limited to, shopping malls, point of sale systems, showroom videos, trade shows, in-store displays, industrial fairs/conventions/conferences/exhibitions)which include, but are not limited to: in online streaming (including OTP, DVOD and SVOD), Web (Internet) based advertising (including both pre- and post-roll advertising), Podcasts, Corporate Videos, and Videos and Slideshows for non-commercial use sold to third-parties (e.g., wedding videos). The Grant of Rights is limited to expressly what is contained in this paragraph.

INTERMEDIATE LICENSE:

When you select, and pay for, our INTERMEDIATE LICENSE, you are granted the following rights: For three years from the date that You purchase the License, in one Territory (that’s one Nation),, You may use the Recording an unlimited number of times for one (1) Project on the Web (Internet), in Social Media, in Industrial and Point of Sales locations (including, but not limited to, shopping malls, point of sale systems, showroom videos, trade shows, in-store displays, industrial fairs/conventions/conferences/exhibitions)which include, but are not limited to: in online streaming (including OTP, DVOD and SVOD), Web (Internet) based advertising (including both pre- and post-roll advertising), Podcasts, Corporate Videos, Videos and Slideshows for non-commercial use sold to third-parties (e.g., wedding videos), and for use in Films and Theatrical Releases which have budgets under $1,000,000.00. For one year, from the date that You purchase the License, You may use the Recording in an unlimited number of times for one (1) Project in Apps and Video Games. The Grant of Rights is limited to expressly what is contained in this paragraph.

DELUXE LICENSE:

When you select, and pay for, our DELUXE LICENSE, you are granted the following rights: For perpetuity (that’s right! Forever!) You may use the Recording an unlimited number of times for one (1) Project on the Web (Internet), in an unlimited number of Territories, in Social Media, in Industrial and Point of Sales locations (including, but not limited to, shopping malls, point of sale systems, showroom videos, trade shows, in-store displays, industrial fairs/conventions/conferences/exhibitions)which include, but are not limited to: in online streaming (including OTP, DVOD and SVOD), Web (Internet) based advertising (including both pre- and post-roll advertising), Podcasts, Corporate Videos, Videos and Slideshows for non-commercial use sold to third-parties (e.g., wedding videos), for use in Films and Theatrical Releases which have budgets over $1,000,000.00, in Television and Radio programming (including pilots, public broadcasting, and syndication), and in Apps and Video Games. The Grant of Rights is limited to expressly what is contained in this paragraph.

Additional Terms:

Each of the Licenses for Recordings are for your own personal use, or for the use of the organization for which you are working. You may use the Recordings for your personal Projects, and/or for professional Projects undertaken on behalf of your clients or employer.

Here’s What You Can’t Do With A License (Restrictions and Limitations of Use):

First, these Licenses do NOT include public performance rights. You will need to procure the appropriate license from the appropriate Performance Rights Organization (PRO). This means, you will need to use cue sheets and will need to send them to the PROs for properly reporting use of Recordings in Television, Radio, and on Networks and other distributors. If you need help, contact SMG at info@SMG.com . But remember…without the Cue sheets and proper submissions, there is no public performance license.

Second, You may NOT assign your rights to the Recordings hereunder, or permit others to use the Recordings, by offering or attempting to sell, transfer, sublicense, share, give away or otherwise assign the Recordings granted herein.

Third, You may NOT resell, or allow others to resell, the Recording, or otherwise make it available in any manner a) either by itself, or as part of a package, except solely as embodied within your Project, b) that would enable a third party to use or download the Recording as a separate file, such as in e-card templates or website templates, c) as part of any competing product such as music compilation or music library, d) as part of, your music or as your song, even if it has been transformed or edited, or if you add other instruments or vocals to the music; this includes creating “derivative” works or versions of a Recording; If you create a derivative work or version of one of our Recordings, we own the Copyright to it, and to the extent necessary you hereby assign any and all rights you might have (or think you might have had), including the right to any and all extensions and/or renewals, to SMG.

Fourth, You may NOT claim, or hold yourself out, to be the creator, author, or copyright holder of the Recording or of any derivative work created from the Recording.

Ownership of Recordings

SMG owns the Recordings. You hereby acknowledge and affirm that SMG is, and remains, the owners of any and all rights, title, interests, and copyrights in and to the Recordings, including any and all rights of extension or renewal. The Recordings are protected by bot United States Copyright Laws and International Copyright Laws as they may apply. As noted repeatedly herein, the Licenses granted hereunder are NON-EXCLUSIVE, and SMG retains the right to sell licenses of the Recordings, even the ones for which You have purchased a License, to other third parties at its sole discretion.

Limitation of Liability

You hereby agree, acknowledge, and affirm that a) SMG makes no warranty or representation, express or implied, except that it warrants that it has the right to grant the license granted hereunder, b) the total liability of SMG under this Agreement arising from your use of any Recording shall be limited to the license fee paid by you for such Recording, and c) that this license is granted to you without any other warranty or recourse. You also agree, acknowledge, and affirm that once a License has been purchased, there is no refund, and that all purchases are final.

Some Additional Legal Matters

SMG will, at all times, make all reasonable efforts to ensure that all Recordings in our Music Library are always available, however, SMG makes no representation, warranty, or guarantee that they will be. SMG may remove Recordings from its Music Library at its sole discretion, or may discontinue licensing certain Recordings at its sole discretion. In the event that SMG receives a notice, or otherwise has reason to believe, that any of its Recordings may be subject to a claim of infringement or any other claim for which SMG could potentially be liable, SMG maintains the absolute right, at its sole discretion, to terminate the License and require you to immediately stop using the Recording, delete or remove the Recording from your premises, facilities, websites, computer systems, computer servers, storage of any kind, and ensure that your clients do the same. In such an event, SMG will provide you with a comparable replacement Recording under the same terms as this Agreement, with no further cost. You agree, acknowledge, and affirm that once a License has been purchased, there is no refund, and that all purchases are final.

Taxes

Didn’t think you could avoid them, did you? You hereby affirm and agree that, for purposes of this Agreement, your city, state, and country of residence are the same as your billing address. The License Fees as expressed herein do not include any taxes, duties, or other government imposed charges. To the extent that SMG is required to account for and charge/collect such taxes, duties, and/or fees, based upon your city, state, county of residence, SMG will charge you additionally for these amounts, including, without limitation, any sales, use, or other required value added taxes.

General Provisions

By selecting a License, clicking the “ACCEPT” button, and paying for the selected License, you are agreeing to be bound by the Agreement. You agree, acknowledge, and affirm that once a License has been purchased, there is no refund, and that all purchases are final. This Agreement has been entered into in the State of Illinois, and the validity, interpretation and legal effect of this Agreement shall be governed by the laws of the State of Illinois applicable to contracts entered into and performed entirely within the State of Illinois (without giving effect to any conflict of law principles under Illinois Law). The Illinois Courts (State and Federal) shall have sole jurisdiction over any controversies regarding this Agreement. Any action or other proceeding which involves such a controversy shall be brought in those courts in Cook County, IL and not elsewhere. The Parties waive any and all objections to venue in those courts and hereby submit to the jurisdiction of those courts. In the event of legal proceedings between the parties, as a condition precedent to filing any lawsuit, the parties agree to first attempt to resolve such disputes through non-binding Arbitration or Mediation in the State of Illinois. The prevailing party in any action brought to enforce or interpret the terms of this agreement shall be entitled to recover from the other its reasonable attorney’s fees and court costs, in addition to any damages or other remedies awarded by the court. If any provision hereof shall be for any reason illegal or unenforceable, the same shall not affect the validity or enforceability of the remaining provisions hereof. Nothing in the present Agreement shall be interpreted as constituting or creating a joint venture or partnership between the Parties. This Agreement is binding upon, and shall inure to the benefit of, the respective licensees, successors, and assigns of the parties hereto. This Agreement sets forth the entire understanding of the parties hereto with respect to the subject matter hereof and shall be governed by and construed in accordance with the laws of the State of Illinois.