Legal Document

Service Agreement

Last updated: 28 July 2023

1. Purpose

This Agreement governs the terms by which Clients (the "Client" or "You") of Loungest Limited Licensing (the "Service") obtain the right to use musical compositions, master recordings or any other audio content and related material (lyrics, album covers, etc.) (the "Works" or "Music Works") provided by the members of the Loungest Community (the "Artists") and available in the Loungest Limited Licensing catalogue.

By purchasing a licence on Loungest Limited Licensing and accepting this Agreement at the time of the purchase, you agree to be bound by all its provisions. These Terms of Sale and the Particular Terms generated at the time of the purchase are considered as an indivisible whole (the "Agreement").

If you are accepting this Agreement on behalf of your employer or another entity identified in the Client Account, you warrant and represent that you have full authority to bind your employer or such entity.

2. Licence Terms

All rights to the Works, including without limitation all copyright and other intellectual property rights which are not explicitly granted under this Agreement, are retained by Loungest Limited or the Artists.

2.1 In-Store Licence

(1) By purchasing an In-Store background music licence, Loungest Limited hereby grants you a worldwide, non-exclusive, non-transferable, non-sublicensable, limited-duration licence to use a Music Works selection as background music for a public place. This licence further authorises you to reproduce the Music Works selection on any analogue or digital media for the purpose of broadcasting in the public place.

(2) In-store licences will be tacitly renewed for the same term. You may terminate this licence and prevent the tacit renewal by sending us a letter or an email at least one month before the end of the term, or by using dedicated tools in your Client account when available. Loungest Limited reserves the right to apply a new Fee for the licence renewal corresponding to the public tariffs in force at that time.

(3) Music Works selection may be updated from time to time by Loungest Limited without notice in order to add new Works or remove Works no longer part of the offer. You agree and commit to update at least once a year all copies of the Music Works selection that you have in your possession.

2.2 Track Licence

2.2.1 General Terms

(1) By purchasing a licence for music synchronisation, Loungest Limited hereby grants you a worldwide, perpetual, non-exclusive, non-transferable and non-sublicensable licence to use, reproduce and synchronise the Work in one Project (defined below) for the permitted uses enumerated below.

(2) You may transfer your completed works containing the Music Work to third parties (including but not limited to your clients, licensees or broadcasters) for the purpose of reproduction and broadcast for uses permitted below, provided that such third parties shall have no further rights to use the Music Work.

(3) A Project (the "Project") is defined as a coherent ensemble of multimedia or audiovisual works linked together by a common theme, product or service. A company itself may not be considered as a Project.

2.2.2 Standard Licence — Permitted Uses

A standard licence authorises you to:

• Alter, modify or edit the Work for permitted purposes, provided that you may not alter it to the prejudice of the unwaivable moral rights of the Artists.
• Use the Work as background music for personal and commercial websites.
• Use and synchronise the Work in personal, corporate and commercial videos, advertisements and any audio content to be broadcast in public places, sales locations, festivals, trade shows, conferences, etc.
• Use and synchronise the Work on free streaming video and audio on-demand services. Broadcasting on subscription video and audio on-demand services is not included.
• Use and synchronise the Work in web radio programming, provided that the Work is synchronised with other musical or audio content (broadcasting the Work as standalone music programming is prohibited).
• Use the Work in performing arts as live background music.
• Use the Work in music-on-hold systems for telephones, excluding systems intended for re-sale or re-distribution.

2.2.3 Extended Licence — Permitted Uses

An Extended licence includes all uses permitted under the Standard licence and further authorises you to:

• Distribute the Project on any analogue or digital media and devices (including CD, DVD, Blu-Ray, audiobooks and audio guides) and in any format.
• Use and synchronise the Work on any type of radio (including cable, satellite and wireless radios), provided the Work is synchronised with other content.
• Use and synchronise the Work in any software or game distributed on smartphones, wearable devices and tablet stores (Google Play, Apple Store, etc.).

2.2.4 Extended Licence Options

(1) TV/Theatre option. Authorises use and synchronisation of the Work in television programming, films, documentaries, videos, and advertisements to be broadcast in cinemas and on any television or video on-demand service, provided the Work is synchronised with other content.

(2) PC/Console video games option. Authorises use and synchronisation of the Work in any software and game to be used on personal computers and gaming consoles, distributed by any means including physical media, download, streaming, and application stores.

2.2.5 Subscription Offer

(1) Subscription plans allow you to use a determined number of Works in a determined number of Projects. For each Project, you benefit from an Extended licence including all available options.

(2) All subscription plans are 1-year contracts tacitly renewable. You may terminate a subscription by sending a letter or email at least one month before the end of the 1-year term.

(3) For "unlimited" subscription offers, Loungest Limited reserves the right to impose technical restrictions and quotas to prevent any abuse.

(4) You may upgrade to a higher plan at any time by contacting us. Downgrading to a lower plan is possible once a year at the end of the term.

2.3 Prohibited Uses

• Any direct use of the Work, notably by providing the Work through direct download, streaming, as part of a compilation, or by distributing CDs, DVDs, jukeboxes, or any other audio-only product containing a Work not synchronised with another content.
• Any use of the Work in a way that is fraudulent, illegal, libellous, defamatory, offensive, discriminatory, or that promotes or encourages infringement of intellectual property rights, or otherwise brings Loungest Limited into disrepute.

3. Payment Terms

(1) In consideration of the licence granted under this Agreement, the Client will be required to pay a Fee on the basis of the Services chosen at the time of the purchase. An invoice will be generated at the time of the purchase. Upon validation of the purchase, the order is considered as definitive and shall not be subject to any reimbursement.

(2) Any delay in payment may result in an additional charge of one percent (1%) per month until the payment is received. Loungest Limited also reserves the right to close the Client account and terminate the Agreement.

(3) The Client agrees to be responsible for any bank fees, sales taxes, value-added taxes and withholding taxes imposed by any jurisdiction.

(4) Credit packs expire 12 months after their purchase date. Once expired, they cannot be used and shall not be subject to a refund.

4. Client Representations and Indemnification

(1) You agree to defend, indemnify and hold Loungest Limited, its affiliates and the Artists harmless from and against any claims, costs, demands, expenses and liabilities which may result from a breach by you of any of the terms of this Agreement.

(2) For each use of the Work you must give credit to the Artist as follows: "Artist's Name – Work's Title – Provided by Loungest", except where technical constraints make it unreasonable to give such credit.

(3) You commit to transmit to Loungest Limited, when possible, a copy of the Project in which the Work is incorporated, and authorise Loungest Limited to transmit this copy to the Artist for informational purposes. You further authorise Loungest Limited to use your name, logo, and/or trademark to promote Loungest Limited Services.

(4) You must not use the word "Loungest" or any Loungest design, colours, trademarks, domain name or logo in a way that suggests that the Project originates from or is endorsed by Loungest Limited.

5. Loungest Limited Representations and Limitation of Liability

(1) Loungest Limited warrants that it has obtained sufficient rights in order to grant you a licence under this Agreement and that your use of the Work in accordance with this Agreement will not infringe on any copyright or other intellectual property rights.

(2) Other than as expressly mentioned in section 5(1), the Works are provided on an "as is" basis. Loungest Limited does not represent that the Works will meet your requirements nor that you will not be required to pay performing rights fees to some right holders due to local statute or legislation.

(3) Subject to the terms of sections 5(1) and (2), Loungest Limited shall indemnify and defend you against any liability alleging that the use of the Works by you is in breach of its representations set forth in section 5(1), if you have purchased our additional Complete Legal Liability Coverage Service and provided prompt written notification of such claim.

(4) Loungest Limited's total maximum aggregate liability under this Agreement shall be limited to an aggregate of one thousand euros (€1,000).

6. General Provisions

(1) Login credentials are strictly personal and should not be shared with or disclosed to third parties. You shall hold Loungest Limited harmless from any wrongful use of your credentials.

(2) Loungest Limited is the sole holder of the intellectual property rights relating to the trademarks, patents, software, logos, graphics, photographs and animations contained on the Services.

(3) This Agreement is personal to the Client and may not be assigned to a third party without Loungest Limited's prior written consent.

(4) In the event that one of the provisions of this Agreement is held to be invalid, the other provisions shall remain valid and the Agreement will remain in full force and effect.

(5) This Agreement is governed by the laws of the Republic of Cyprus, excluding any conflict of laws principles. Any dispute relating to its interpretation shall be referred to the exclusive jurisdiction of the courts of the Republic of Cyprus.

(6) The parties have agreed that this Agreement and all related documents shall be drawn up in English. In case of any discrepancy between the English version and a translated version, the English version shall prevail.

7. Termination

(1) You can terminate this Agreement by ceasing to use the Work for any reason. The Agreement also terminates automatically should you fail to comply with any of its terms. Upon termination, you commit to cease any use of the Work and to delete all copies in your possession. The Fee will remain fully owed to Loungest Limited and shall not be subject to any reimbursement.

(2) Loungest Limited reserves the right to revoke or amend the terms of this Agreement and replace the Work with an alternative for any reason, including a potential or actual claim of copyright infringement from a third party. Upon notification, you must immediately stop using the Work and delete all copies.

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