MEMORANDUM OF AGREEMENT BETWEEN SONGREEDOM AND EACH SONGFREEDOM USER (ALSO KNOWN AS SUB LICENSEE AND/OR AS YOU HEREINAFTER) UTILIZING THE SONGFREEDOM LICENSING PLATFORM:

TERMS OF SERVICE (Updated as of 09/28/17)

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND SONGFREEDOM INC. (HEREINAFTER “SONGFREEDOM”) STATING THE TERMS THAT GOVERN YOUR USE OF THE SONGFREEDOM SERVICE. THIS AGREEMENT - TOGETHER WITH ALL UPDATES AND ALL OF SONGFREEDOM’S RULES AND POLICIES - COLLECTIVELY CONSTITUTE THE “AGREEMENT” BETWEEN YOU AND SONGFREEDOM. TO AGREE TO THESE TERMS, SIGN UNDER “AGREE” BELOW. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT SIGN UNDER “AGREE,” AND DO NOT USE THE SERVICE. USER BECOMES BOUND BY THESE TERMS AND CONDITIONS UPON USE OF THIS SERVICE. YOU MUST ACCEPT AND ABIDE BY THESE TERMS AS PRESENTED TO YOU: CHANGES, ADDITIONS, OR DELETIONS ARE NOT ACCEPTABLE, AND SONGFREEDOM MAY REFUSE ACCESS TO THE SONGFREEDOM SERVICE FOR NONCOMPLIANCE WITH ANY PART OF THIS AGREEMENT.

1. Definition of the SongFreedom Service (hereinafter the Service). SongFreedom permits you to use digital content, such as sound recordings pursuant to certain terms and conditions as set forth in this Agreement.

2. Use of Service. You acknowledge that SongFreedom limits your usage of the Service to the following applicable Usage Rules, and you agree to use the Service in compliance with the applicable Usage Rules.

a. Usage Rules

(i) Your use of the Service is conditioned upon your prior acceptance of the terms of this Agreement.

(ii) You shall be authorized to use the Service for photographic and video productions within the terms of the agreement. The usage terms for the Standard License do not include productions in the context of promotional videos, corporate videos (non-profit or otherwise), or independent films that are strictly conceptual in nature.

(iii) You shall be authorized to produce up to 10 hard copies such as DVD, Blu-Ray, or Thumb Drive without paying additional per song per video license fees. As a condition of this license, you hereby guarantee that each video copy produced and any licensed songs/recordings contained therein will be copyright protected whereby end users will be strictly prohibited from duplication and you further agree to indemnify and hold harmless SongFreedom from any copyright infringement that you commit, induce, and/or are responsible for. All productions must adhere to the in-context usage below in section 2(iv) and shall comply with all terms of this User Agreement.

(iv) Streaming (online usage): You shall be authorized to use the full length of the songs from SongFreedom library online in perpetuity. Videos and slide shows must be in the context of the following: funerals/personal memorials

(v) You are not authorized to use SongFreedom music for broadcast on mediums such as, but not limited to, television or radio broadcasts. You are not authorized to use SongFreedom music for films/projects with inappropriate content such as but not limited to pornography, drugs and alcohol, violence, or any content deemed appropriate for mature audiences only. You are not authorized to use SongFreedom music for political purposes.

(vi) a. You are not authorized to use the artist and song name as any part of the video title. The video title shall reflect that of the content of your video.
b. You agree that your use of the Service constitutes your acceptance of and agreement to use such Services solely in accordance with the Usage Rules, and that any other use of the Service may constitute a copyright infringement. Usage Rules shall govern your rights with respect to the Service. SongFreedom reserves the right to modify the Usage Rules at any time.
c. You acknowledge that some aspects of the Service, and administering of the Usage Rules entails the ongoing involvement of SongFreedom. Accordingly, in the event that SongFreedom changes any part of the Service or discontinues the Service, which SongFreedom may do at its election, you acknowledge that you may no longer be able to use the Service to the same extent as prior to such change or discontinuation, and that SongFreedom shall have no liability to you in such case.
d. SongFreedom reserves the right not to post or publish any materials, and to delete, remove or edit any material, at any time in its sole discretion without notice or liability.

3. Territory. Titles are licensed for world usage.

4. Agreement to Pay.

a. Payment for Service. You agree to pay for use of SongFreedom services. You shall pay $15 (USD) per title per usage/unique video. You shall pay $2 per song per video for each additional copy made. All license purchases are final as there is no way to return a digital product such as the MP3. There shall be no refunds or exchanges for other songs. Failure to pay as agreed will result in invalid license use, resulting in copyright infringement.

b. Right to Change Prices and Availability of Products. Prices and availability of any Products are subject to change at any time.

c. Electronic Signatures and Contracts. Your use of the Service includes the ability to enter into agreements and/or to make transactions electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR SUCH AGREEMENTS AND TRANSACTIONS. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO ON THIS SITE, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS.

5. Delivery of Products.

a. Technical Problems. On occasion, technical problems may delay or prevent delivery of your Service. Your exclusive and sole remedy with respect to Product that is not delivered within a reasonable period will be either extension of use of Service, or refund of the price paid for such Service, as determined by SongFreedom.

6. Intellectual Property.

a. Acknowledgement of Ownership. You agree that the Service, including but not limited to Products, graphics, user interface, audio clips, video clips, editorial content, and the scripts and software used to implement the Service, contains proprietary information and material that is owned by SongFreedom and/or its licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright, and that you will not use such proprietary information or materials in any way whatsoever except for use of the Service in compliance with the terms of this Agreement. No portion of the Service may be reproduced in any form or by any means, except as expressly permitted hereunder.

b. Removal of SongFreedom Content or Other Materials. Notwithstanding any other provision of this Agreement, SongFreedom and/or its licensors reserve the right to change, suspend, remove, or disable access to any Service, content, or other materials comprising a part of the Service at any time without notice. In no event will SongFreedom be liable for the removal of or disabling of access to any such Products, content or materials under this Agreement. SongFreedom may also impose limits on the use of or access to certain features or portions of the Service, in any case and without notice or liability.

c. Copyrights. All copyrights in and to the Service, including but not limited to, the SongFreedom library (including the compilation of content, postings, links to other Internet resources, and descriptions of those resources), and software, are owned by SongFreedom and/or its licensors, who reserve all their rights in law and equity. THE USE OF THE SOFTWARE OR ANY PART OF THE SERVICE, EXCEPT FOR USE OF THE SERVICE AS PERMITTED IN THESE TERMS OF SERVICE, IS STRICTLY PROHIBITED AND INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES, FOR COPYRIGHT INFRINGEMENT.

7. Termination.

a. Termination by SongFreedom. If you fail, or SongFreedom suspects that you have failed, to comply with any of the provisions of this Agreement, including but not limited to failure to make payment of fees due, failure to provide SongFreedom with a valid credit card, checking account information or with accurate and complete Registration Data, violation of the Usage Rules or any license to the software, or infringement or other violation of third parties’ rights, SongFreedom, at its sole discretion, without notice to you may: (i) terminate this Agreement and/or your Account, and you will remain liable for all amounts due under your Account up to and including the date of termination; and/or (ii) terminate the license to the music; and/or (iii) preclude access to the Service (or any part thereof).

b. Termination of the Service. SongFreedom reserves the right to modify, suspend, or discontinue the Service (or any part or content thereof) at any time with or without notice to you, and SongFreedom will not be liable to you or to any third party should it exercise such rights.

8. General Compliance with Laws.

The Service is controlled and operated by SongFreedom from its office in the United States. You agree to comply with all local, state, federal, and national laws, statutes, ordinances, and regulations that apply to your use of the Service.

9. Enforcement of These Terms.

SongFreedom reserves the right to takes steps SongFreedom believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement (including but not limited to SongFreedom’s right to cooperate with any legal process relating to your use of the Service, and/or a third party claim that your use of the Service is unlawful and/or infringes such third party’s rights).

10. Disclaimer of Warranties; Liability Limitations.

a. SONGFREEDOM DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, AND YOU AGREE THAT FROM TIME TO TIME SONGFREEDOM MAY REMOVE THE SERVICE FOR INDEFINITE PERIODS OF TIME, OR CANCEL THE SERVICE AT ANY TIME, WITHOUT NOTICE TO YOU.

b. YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE AND SERVICES DELIVERED TO YOU THROUGH THE SERVICE ARE (EXCEPT AS EXPRESSLY STATED BY SONGFREEDOM) PROVIDED “AS IS” AND “AS AVAILABLE” FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION OF IMPLIED WARRANTIES MAY NOT APPLY TO YOU.

c. IN NO CASE SHALL SONGFREEDOM, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF ANY OF THE SERVICES OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT (OR PRODUCT) POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE, EVEN IF ADVISED OF THEIR POSSIBILITY. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, SONGFREEDOM’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

d. SONGFREEDOM SHALL USE REASONABLE EFFORTS TO PROTECT INFORMATION SUBMITTED BY YOU IN CONNECTION WITH THE SERVICES, BUT YOU ACKNOWLEDGE AND AGREE THAT YOUR SUBMISSION OF SUCH INFORMATION IS AT YOUR SOLE RISK, AND SONGFREEDOM HEREBY DISCLAIMS ANY AND ALL LIABILITY TO YOU FOR ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.

e. SONGFREEDOM DOES NOT REPRESENT OR GUARANTEE THAT THE SERVICE WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND SONGFREEDOM DISCLAIMS ANY LIABILITY RELATING THERETO.

11. Waiver and Indemnity.

BY USING THE SERVICE, YOU AGREE TO INDEMNIFY AND HOLD SONGFREEDOM, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, AND LICENSORS HARMLESS WITH RESPECT TO ANY CLAIMS ARISING OUT OF YOUR BREACH OF THIS AGREEMENT, YOUR USE OF THE SERVICE, OR ANY ACTION TAKEN BY SONGFREEDOM AS PART OF ITS INVESTIGATION OF A SUSPECTED VIOLATION OF THIS AGREEMENT OR AS A RESULT OF ITS FINDING OR DECISION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. THIS MEANS THAT YOU CANNOT SUE OR RECOVER ANY DAMAGES FROM SONGFREEDOM, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, AND LICENSORS AS A RESULT OF ITS DECISION TO REMOVE OR REFUSE TO PROCESS ANY INFORMATION OR CONTENT, TO WARN YOU, TO SUSPEND OR TERMINATE YOUR ACCESS TO THE SERVICE, OR TO TAKE ANY OTHER ACTION DURING THE INVESTIGATION OF A SUSPECTED VIOLATION OR AS A RESULT OF SONGFREEDOM’S CONCLUSION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. THIS WAIVER AND INDEMNITY PROVISION APPLIES TO ALL VIOLATIONS DESCRIBED IN OR CONTEMPLATED BY THIS AGREEMENT.

12. Changes.

SongFreedom reserves the right, at any time and from time to time, to update, revise, supplement, and otherwise modify this Agreement and to impose new or additional rules, policies, terms, or conditions on your use of the Service. Such updates, revisions, supplements, modifications, and additional rules, policies, terms, and conditions (collectively referred to in this Agreement as “Additional Terms”) will be effective immediately and incorporated into this Agreement. Your continued use of the Services Store following will be deemed to constitute your acceptance of any and all such Additional Terms. All Additional Terms are hereby incorporated into this Agreement by this reference.

13. Governing Law.

The laws of the State of Illinois, excluding its conflicts of law rules, govern these Terms of Service and your use of the Service. Your use of the Service may also be subject to other local, state, national, or international laws. You expressly agree that exclusive jurisdiction for any claim or dispute with SongFreedom or relating in any way to your use of the Service resides in the courts of the State of Illinois.

14. Attorneys Fees.

If SongFreedom is required to employ an attorney to enforce or interpret this Agreement, or due to any breach by you of this Agreement, SongFreedom shall be entitled to recover reasonable attorneys’ fees and costs incurred in connection with the prosecution or defense or arbitration of any action, including any appeal of the action, in addition to all other relief, so long as SongFreedom is the prevailing party. The prevailing party within the meaning of this section shall include, without limitation, a party who successfully brings an action against the other party for sums allegedly due or performance of covenants allegedly breached, or that party who obtains substantially the relief sought in the action.

LICENSED APPLICATION END USER LICENSE AGREEMENT

The Products made available through the Service are licensed, not sold, to you. Your license to each Product that you obtain through the Service is subject to your prior acceptance of this Licensed Application End User License Agreement, and you agree that the terms of this Licensed Application End User License Agreement will apply to each Song. Your license to any SongFreedom song under this Licensed Application End User License Agreement is granted by SongFreedom. Any Service that is subject to the license granted under this Licensed Application End User License Agreement is referred to herein as the Licensed Application. Licensor reserves all rights in and to the Licensed Application not expressly granted to you under this Licensed Application End User License Agreement.

a. Scope of License: This license granted to you for the Licensed Application by Licensor is limited to a non-transferable license to use the Service as permitted by the Usage Rules set forth in the Terms and Conditions (the Usage Rules). You may not rent, lease, lend, sell, redistribute or sublicense the Licensed Application (except as expressly permitted by this license and the Usage Rules). You may not copy (except as expressly permitted by this license and the Usage Rules), decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Licensed Application, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open sourced components included with the Licensed Application). Any attempt to do so is a violation of the rights of the Licensor. If you breach this restriction, You may be subject to prosecution and damages.

b. Termination. The license is effective until terminated by you or Licensor. Your rights under this license will terminate automatically without notice from the Licensor if you fail to comply with any term(s) of this license. Upon termination of the license, you shall cease all use of the Licensed Application, and destroy all copies, full or partial, of the Licensed Application.

d. Services; Third Party Materials. The Licensed Application may enable access to Licensors materials and third party materials. You agree that any Services contain proprietary content, information and material that is protected by applicable intellectual property and other laws, including but not limited to copyright, and that you will not use such proprietary content, information or materials in any way whatsoever except for permitted use of the Services. No portion of the Services may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in any manner, and you shall not exploit the Services in any unauthorized way whatsoever (except as expressly permitted by this license and the Usage Rules).

e. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE LICENSED APPLICATION, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall Licensors total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty dollars ($50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

f. The laws of the State of Illinois, excluding its conflicts of law rules, govern this license and your use of the Licensed Application. Your use of the Licensed Application may also be subject to other local, state, national, or international laws.