Freeplay Music

FREEPLAY MUSIC LLC. TERMS OF USE AGREEMENT

1. The Freeplay Terms Of Use (“Agreement”) is a legal and binding agreement between you and Freeplay Music LLC. (“Freeplay”), which governs your use of all Freeplay materials, information, content, products and services made available to you by Freeplay (collectively, the “Site”). Please read the Agreement carefully prior to using the Site. By using or otherwise accessing the Site, or any component thereof, you hereby consent to and do become a party to this Agreement and you agree to be bound by and comply with the terms and conditions contained herein. If you do not accept and agree to all of the terms and conditions of this Agreement, please do not access or use the Site in any manner. “Use” of the Site means any access or attempted access or use of the Site whatsoever.

2. Freeplay may add, delete or modify any of the terms and conditions contained in this Agreement at any time in Freeplay’s sole discretion. If any modification is unacceptable to you you must stop using the Site. Unless otherwise specifically set forth in any notice all changes shall be effective immediately upon the posting of notice of any such change (the “effective date”). Your continued use of the Site following the effective date will constitute your binding acceptance of and agreement to be bound by the changes specified therein. You should check back frequently and review the terms and conditions of this Agreement regularly so you are aware of the most current rights and obligations that apply to you and the terms and conditions of your agreement with Freeplay. Any new materials, information, content, products and/or services becoming available are considered a part of the Site and your use of them will be governed by the terms and conditions of this Agreement unless Freeplay notifies you that different terms and conditions apply. You must also comply with any additional terms which apply to third-party content, material, information, software or other services or websites. Freeplay reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, functions of the Site with or without notice. You agree that Freeplay shall not be liable to you or to any third party for any of the direct or indirect consequences of any modification, suspension, discontinuance of or interruption to the Site.

3. You may not use, nor allow others to use, the Site, directly or indirectly, to attempt to or actually disrupt, impair or interfere with alter or modify the Site or any information, data or materials posted and/or displayed by Freeplay or any related party; or act in a way that affects or reflects negatively on Freeplay, the Site or any related party. You agree to comply with all local, state, federal laws, statures rules and regulations, as well as any international treaties, which are applicable to your use of the Site.

4. By using the Site in any way, including, without limitation, accessing and downloading, you agree to pay the fees designated for the Site as described in the Fees page which can be found at [link]. In addition, you agree to pay Freeplay all reasonable attorneys’ fees and costs incurred by Freeplay to collect any past due amounts. Your agreement(s) with Freeplay may be terminated with no notice if payment is past due, regardless of the dollar amount. You agree to pay any outstanding balance in full within thirty (30) days of cancellation or termination of your agreement(s). Freeplay reserves the right, at any time, to change its fees and billing methods, including the addition of supplemental fees or separate charges for content, effective thirty (30) days after an online posting on the Fees page at [link]. Freeplay may additionally provide notice of billing changes via email. If any such change is unacceptable to you, you may terminate your use of the Site by providing Freeplay with written notice of your termination and ceasing to use the Site. Your continued use of the Site following the effective date of change to such fees and billing methods shall constitute your acceptance of such change.

5. (a) If you are using Freeplay Music for:

(1) *Programming content to be included in an ASCAP, BMI or SESAC licensed National US TV Broadcast, as well as later rebroadcasts of the same within the US (EXCLUDES Local-only TV, Regional-only TV, Public and Community Access TV, Closed Circuit TV, Web Broadcasts, Advertising Commercials or Promos, and any Radio Broadcast use); or

(2) Feature-Length Films for U.S. theatrical release by a major U.S. film studio (in exchange for music cue sheet compliance*)

Then Freeplay Music´s compositions and recordings may be used (broadcast, synchronized and/or copied) without a fee. These reproduction rights, known as Master Recording and Synchronization rights, are absolutely FREE and are granted in perpetuity, provided Freeplay Music is accorded appropriate screen credit, with size and placement on a most favored nations basis with all other music providers, as follows: "Music Provided By www.freeplaymusic.com".

*Please note: The ASCAP, BMI or SESAC license must be a "blanket" license to qualify for free master recording and synchronization rights. Programs broadcast over networks having an "interim" license, a "per program" license or any form of license which is not a "blanket" license do not qualify for free master recording and synchronization rights. Complete show music cue sheets must be timely filed in accordance with the terms and conditions of ASCAP/BMI/SESAC´s license agreement for any Freeplay Music used in broadcast programming content under Freeplay's Terms Of Use. In the event such license agreement does not require the filing of cue sheets on a regular basis, cue sheets must be filed on no less than a calendar-quarterly basis. Simultaneous copies of all music cue sheets containing any Freeplay Music must be sent to Freeplay either via e mail (Scott@freeplaymusic.com) or by fax 212 664 7737 in order for you to qualify for free synchronization of Freeplay Music.

(b) If you are using Freeplay Music for:

(1) Personal Non-Commercial Use (Non-revenue generating). This excludes broadcast use of any kind, including, without limitation, web, blog, and podcast use; or

(2) Educational, Non-Commercial use (this is limited to student use on school grounds for in classroom projects- non broadcast)

Then Freeplay Music's compositions and recordings may be used without a fee. For further clarification, please contact Freeplay Music at 212.974.0548 or Julie@freeplaymusic.com or Rox@freeplaymusic.com.

(1) Local, regional, or any non-ASCAP/BMI licensed broadcast television use;

(2) Local, regional, or any non-licensed cable television use;

(3) Television use premiering outside the US;

(4) Advertising and Promo use;

(5) All Radio Use;

(6) Direct-to-video, DVD, CD, CDR DVDR or other similar media, including replication, distribution, promotional, or sale;

(7) Books, Magazines, Games, Electronic and Toy Use;

(8) Non-Broadcast Multi Media Use (Live events, Power Point presentations, trade shows/conventions, etc.);

(9) Music on Hold;

(10) Internet - Website Use (to promote a business, product, service or club);

(11) Personal Website Use (Non-Commercial);

(12) Wireless Content: Ring Tones / Blogs / Shareware / Freeware / Wireless Gaming, etc;.

(13) Greeting Cards / Email Greeting Cards / Email Brochures;

(14) Podcasting;

(15) Film Festivals / Competitions;

(16) Religious Use (most); or

(17) Non-Profit (most)

Then Freeplay Music requires a signed license agreement and a license fee payment as described in the Freeplay Music Rate Card [link].

(d) Freeplay's Terms Of Use apply at the time of your use or receipt of hard copies/files of Freeplay’s music and not at the time of download.

(e) Other than for National Network Broadcast content as specifically described herein, using Freeplay music in conjunction with or to promote a revenue- generating business, product or service either directly or indirectly (such as free giveaways) requires a direct paid Master Recording and Synchronization license with Freeplay Music.

5. The content available through the Site is the property of Freeplay or its licensors and is protect by copyright and other intellectual property laws. You acknowledge that Freeplay retains exclusive ownership of the Site and all intellectual property rights associated therewith. Except as expressly provided herein, you are not granted any rights or license to patents, copyrights, trade secrets or trademarks with respect to the Site or its contents, and Freeplay reserves all rights not expressly granted hereunder. You shall promptly notify Freeplay in writing upon your discovery of any unauthorized use or infringement of the Site or its contents or Freeplay’s patent, copyright, trade secret, trademarks or other intellectual property rights. The Site contains proprietary and confidential information that is protected by copyright laws and international treaty provisions.

6. (a) To the maximum extent permitted by applicable law, neither Freeplay, its licensors, suppliers, partners, affiliates or third party service providers shall be liable to you or any third party for any direct, indirect, incidental, special, exemplary, punitive or consequential damages, or any other form of damages in any manner arising out of or in connection with this Agreement or your use of the Site, regardless of the form of action or the basis of the claim or whether or not Freeplay has been advised of the possibility of such damages. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and exclusions may not apply to you.

(b) You agree to indemnify and hold Freeplay harmless against any losses, expenses, costs or damages (including Freeplay’s reasonable attorneys’ fees, expert fees and other reasonable costs of litigation or proceedings) arising from, incurred as a result of, or in any manner related to any claim or action based upon your breach of or failure to comply with, the terms and conditions of this Agreement, your use of the Site, and/or the use of the Site by any other person using your identifying information. Freeplay may in its discretion participate in the defense of any such claim or action and any negotiations for its settlement or compromise. No settlement which may adversely affect Freeplay's rights or obligations shall be made without Freeplay's prior written approval. Freeplay reserves the right, at Freeplay’s expense and on notice to you, to assume exclusive defense and control of any such claim or action and in such circumstance your indemnification obligation will terminate.

7. Freeplay may terminate this Agreement, restrict, suspend or terminate your use of the Site immediately and without notice or liability, if you violate, breach or fail to comply with this Agreement in any way, and this will not limit any other rights or remedies which are available to Freeplay. You may terminate this Agreement by providing Freeplay with written notice of your termination and ceasing to use the Site. Termination is your sole right and exclusive remedy if you are not satisfied with the Site. Upon the effective date of any such termination your right to use the Site shall immediately cease. Termination of this Agreement shall not relieve you of any obligations to pay accrued charges. Without limitation of any other provisions hereof regarding termination Freeplay reserves the right to terminate your use of the Site, without cause, upon three (3) days’ notice.

8. This Agreement is governed by the laws of the State of New York without regard to its conflicts of law provisions and you hereby consent to the exclusive jurisdiction of any venue in the federal state courts located in New York County, New York with respect to all disputes arising out of or relating to the Site. In addition, you hereby consent to the exclusive jurisdiction of and venue in such courts for any action commenced by you against Freeplay or its affiliates. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation, this section. Freeplay’s performance of this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of Freeplay’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by Freeplay with respect to such use.

9. These terms and conditions and any other policies, rules and provisions which are described, linked or otherwise referred to and form a part of this Agreement constitute the entire agreement between you and Freeplay, superceding any and all prior or inconsistent understandings, representations or agreements regarding the Site.

If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provisions will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in full force and effect. No failure or delay in enforcing any provision exercising any option or requiring performance shall be construed to be a waiver of that or any other right in connection with this Agreement. Any provision which must survive in order to allow Freeplay to enforce its meaning shall survive the termination of this Agreement, provided, however, no action arising out of this Agreement or your use of the Site, regardless of form or the basis of the claim, may be brought by you more than one (1) year after the cause of action has arisen (or if multiple causes, from the date the first such cause arose) and you hereby waive any longer statute of limitations that may be permitted by law. If you've found Freeplay Music bundled with any third party product such as Apple products, HP products, Nokia products, or with your .Mac account, this Agreement applies to your use of Freeplay Music and supercedes any agreement you may have with such third party.

If you feel you may have used our product unintentionally or in violation of our Terms Of Use, please contact us at Scott@freeplaymusic.com or Julie@freeplaymusic.com or call 212.974.0548 to get the proper retro-active Freeplay Music license.

If you don't see your intended use of Freeplay Music listed, or have questions or comments, please contact our New York or Los Angeles office:

New York Office - tel. 212.974.0548
Scott@freeplaymusic.com or Julie@freeplaymusic.com

Los Angeles Office - tel. 818.248.7018
Deborah@freeplaymusic.com