SINGLE USE LICENCE AGREEMENT

THIS AGREEMENT is made on {LICENSEDATE}

Between

(1) Spheretrax Limited (Company Number 14087534) of 3 The Chapmans, Hitchin, United Kingdom,
SG5 2TS
(Hereinafter the “Licensor”)

And

(2) {NAME} of {ADDRESS}

(PRO No.: {PRONO.} and PPL No.:{PPLNO.})

(Hereinafter the “Licensee”)

(Herein jointly referred to as the “parties” and/or the “party” in the singular context).

Whereas:

a) The Licensor operates the Platform, on which the Work(s) are made available for use by third
parties, subject to the terms and conditions of the relevant single use licence agreement.

b) The Licensee is a user of the Platform and wishes to licence the Work(s), from the Licensor,
subject to the terms and conditions of this Licence, and all other relevant Platform terms of
acceptable use.

c) The Licence sets out the terms and conditions which apply to the use by the Licensee, as an
end user of the Work(s), which has been downloaded from the Platform for a particular
Licence Type for use within a production for media.

IT IS HEREBY AGREED that in consideration of the Licence Fee, subject to such fee being duly
attributed to the Licensor by the Licensee and upon the Licensee’s compliance with the terms and
conditions of this Licence and all other relevant Platform terms of acceptable use, the parties agree to
the following terms:

The agreed commercial “Key Terms” are:

“Licence Type” {MEDIATYPE}

“Licence Date” {LICENSEDATE}
“Term” {LICENCEDURATION}
“Licence Fee” {PRICE}

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 “Territory” {SYNCHTERRITORY}

“Fee Due Date” {DUEDATE}

“Origination Territory” (where client is based) {CLIENTLOCATION}
“Work(s)” {TRACKTITLE}

“Composer(s)” {COMPOSERNAMES}

Publisher N/A

Sub-Publisher N/A

“Production” Please fill in here

“Air Dates” Please fill in here

“Reference Number(s)” (if any) e.g. clock Please fill in here

number, episode, product, game title.
“Media” * choose from Exhibit C {MEDIATYPE}

“Exclusive” or “Non-Exclusive” Non-Exclusive

“Main TV Channel” (if applicable) Please fill in here

“Film Distributor” (if applicable) Please fill in here

“Games Company” (if applicable) Please fill in here

“Advertising Agency” (if applicable) Please fill in here

“SphereTrax Licence Number” (Internal use) {LICENCENUMBER}

* on Exhibit B

The Key Terms and the general express terms and conditions contained below at Exhibit A, jointly
make up the agreement, between the Licensor and the Licensee, in connection with the use of the
Work(s) (collectively the “Licence”).

Each of the parties hereby acknowledges that it has been afforded the opportunity to obtain
independent legal advice and confirms by the execution and delivery of this Licence that they
have done so.

By checking the checkbox at checkout, you acknowledge and agree that this agreement has been
entered into on the date of your purchase.

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 EXHIBIT A
GENERAL TERMS AND CONDITIONS OF THIS LICENCE

1. INTERPRETATION

1.1. In this Licence the following expressions shall have the following meanings:

“Business Day” shall mean a day, other than a Saturday, Sunday or public holiday in
England, when banks in London are open for business.

“Business Hours” shall mean the period from 9.00 am to 5.30 pm on any Business Day.

“Edited Material” shall have the meaning given to it at Clause 3.4.

“Platform” shall mean the Licensor’s software application/website on which the Work(s)
have been made available to relevant third parties, including the Licensee, subject to this
Licence.

“Key Terms” shall mean the agreed terms, as detailed in the Key Terms sheet above.

1.2. The terms and definitions contained in the Key Terms, shall have the same meaning as has
been prescribed to them within that Key Terms sheet, when used in these agreed general
terms and conditions.

1.3. The Clause headings do not form part of and shall not be read into the construction of the
Licence.

1.4. Any words following the terms including, include, in particular, for example or any
similar expression shall be interpreted as illustrative and shall not limit the sense of the
words preceding those terms.

2. LICENCE AND LICENCE FEE

2.1. In consideration of the Licence Fee, subject to such fee being duly attributed to the Licensor
by the Licensee and upon the Licensee’s compliance with the terms and conditions of this
Licence and all other relevant Platform terms of acceptable use, the Licensor grants to the
Licensee a single use licence to the use the Work(s) in accordance with the agreed terms as
established in this Licence.

3. CONDITIONS OF USE

3.1. Pursuant to the Key Terms, the Licence granted by the Licensor to the Licensee in respect of
the Work(s) is a non-transferable, single purpose Licence and is subject to the terms and
conditions of this Licence.

3.2. All rights in and to the underlying composition and the master recording, contained in the
Work(s), not expressly granted under this Licence, are expressly reserved to the Licensor
and/or the applicable rights holder and the Licensee shall have no rights to commercially
exploit, or deal in any way, in such elements of the Work(s) other than in connection with the
Licence granted as agreed in this Licence.

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 3.3. Subject to Clause 3.4, the Licensee may use the Work(s) within the Production in the
Territory only, in whole or in part, during the Term and only upon payment of the Licence
Fee.

3.4. Subject to the Licensor’s prior written consent, the Licensee may edit the Work(s) for use in
the Production, provided that such edits of the Work(s) and any additional musical material
(collectively, the “Edited Material”) do not alter the fundamental character of the musical
compositions or introduce new lyrical or melodic material.

3.5. The Licensee hereby irrevocably and exclusively assigns to the Licensor, absolutely with full
title guarantee, the entire copyright and all other intellectual property rights subsisting in the
Edited Material, for the full term, any renewals and/or extensions thereof for the Licensor to
commercially exploit and deal generally as it sees fit, at its sole and unfettered discretion,
provided always that such use shall not beach the terms and conditions of this Licence.

3.6. Unless otherwise agreed between the parties in writing, Licensee agrees that it shall not use
the Work(s) in any of the manners described below:

3.6.1. The Work(s) may not under any circumstances be used in or in conjunction with, any
audio-visual productions that might be considered pornographic, obscene, immoral, or
illegal;

3.6.2. The Work(s) shall not be used in conjunction with sensitive subject matter without the
prior written consent of the Licensor, this includes but is not limited to the following:
sexual activity or sexual-oriented nudity; tobacco; alcohol; drug use; health issues and
bodily functions; illegal activities; and/or excessive or graphic violence; and

3.6.3. The Work(s) may not be used in a way that is derogatory of any race, nationality,
ethnic identity, gender or sexual orientation and/or political or religious belief.

3.7. This Licence shall not come into force and effect until the Licensor has received from the
Licensee the full Licence Fee, together with the applicable VAT payable.

3.8. Along with the terms of this Licence, the Licensee’s actions and/or omissions must always
be in accordance with any terms of acceptable use of the Platform, and any other similar
terms, as may be in force from time to time.

3.9. The Licensor shall be free to commercially exploit and deal generally with the Work(s) as it
sees fit and at its sole and unfettered discretion provided always that such use shall not
beach the terms and conditions of this Licence.

4. WARRANTIES, REPRESENTATIONS, INDEMNITY & LIABILITY

4.1. Licensor represents and warrants that it has the right and authority to enter into this Licence
and grant the rights contained herein.

4.2. The parties warrant and represent to each other that it is free to enter into this Licence
without restriction, breach of any other agreement and/or breach of any third party rights.

4.3. The Licensee warrants and represents, as follows:

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 4.3.1. that the Licensor will not suffer any financial loss, be that direct or indirect, by reason
of any breach of the Licence by the Licensee, its officers, employees and/or assignees,
including without limitation, non-payment of the Licence Fee, a breach of any
warranty or undertaking given, or non-compliance with any of the agreed terms of
this Licence hereto (including but not limited to the obligations imposed on the
Licensee in accordance with Clauses 3.4 and 3.6);

4.3.2. it, its officers, employees and/or assignees, shall not infringe any third party
intellectual property rights or other proprietary rights, when utilising the Work(s); and

4.3.3. it, its officers, employees and/or assignees shall not carry out any actions and/or
omissions that may constitute the law of passing-off, or may cause a third party to
believe that the Licensee is the owner of the Work(s) and/or the Edited Material in
any other way.

4.4. The Licensee agrees to defend, indemnify, and hold harmless the Licensor, its licensees and
assignees, from and against any and all claims, damages, liabilities, costs and expenses
(including reasonable outside legal representative’s fees and associated costs), arising out of
any breach by the Licensee, its officers, employees and/or assignees of any warranty or
representation made herein.

4.5. In no event shall either party be liable for any special, incidental, consequential, exemplary,
or punitive damages, or any claim for lost profits, lost business or lost business opportunities,
even if the other party has been advised of the possibility of such damages or if such
damages could have been reasonably foreseen.

4.6. Nothing in this Licence shall limit or exclude either party's liability for:

4.6.1. fraud or fraudulent misrepresentation by a party (or its employees or agents); or

4.6.2.any other liability to the extent which it cannot be lawfully excluded.

5. LIMITATIONS

5.1. Except for the limited rights granted herein, the Licensor hereby reserves to itself all rights
and uses of every kind and nature in and to the Work(s), including, without limitation, the
mechanical, and all performing rights. Without limiting the generality of the foregoing
statement, Licensee shall not:

5.1.1. use or exploit the Work(s) in any way other than expressly set out in this Licence;

5.1.2. include the Work(s) in a stand-alone audio-only product or any sound only device;

5.1.3. include the Work(s) for any purpose other than directly in the Production;

5.1.4. make available, the Work(s) to third parties (whether for payment or otherwise), in
any format whatsoever, other than as synchronised within the Production and the
terms of this Licence;

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 5.1.5. subject to Clause 3.4, alter the fundamental character of, or re-record the Work(s);

5.1.6. pass off the Work(s) as being those of the Licensee and/or another person other than
the Licensor; and

5.1.7. use the Work(s) in any defamatory or other unlawful way or context, pursuant to
Clause 3.6.

6. TERMINATION

6.1. If either party shall commit any breach of any material term of this Licence and shall where
such breach is capable of remedy by that party acting alone fails to cure such breach within
thirty (30) days after receiving written notice specifying the breach and the steps required to
cure the same (the “cure notice”) by the party having served that cure notice may (without
prejudice to any other rights or remedies to which that party may be entitled under the terms
of this Licence or otherwise howsoever) within thirty (30) days thereafter terminate the Term
forthwith by further written notice.

6.2. In the event that either party shall during the Term enter into liquidation then save where it
does so, following a permitted assignment of its rights hereunder, or does so for purposes of
amalgamation or reconstruction, the other party shall be at liberty by service of notice
pursuant to this Clause 6.2 to terminate the Term forthwith.

7. MISCELLANEOUS

7.1. This Licence comprises the entire agreement between the parties with respect to the subject
matter hereof and supersedes and excludes any prior arrangements, representations, promises
or understandings (whether oral or in writing) or any purchase order or invoice terms of the
Licensee.

7.2. In the event that there is conflict between the Key Terms and the agreed general terms and
conditions of this Licence, the Keys Terms shall have precedence unless agreed otherwise in
writing by the parties.

7.3. Should any clause of this Licence be held to be void, invalid or inoperative, such decision
shall not affect any other clause hereof, and the remainder of this Licence shall be effective
as though such void, invalid, or inoperative clause had not been contained herein.

7.4. This Licence shall be executed in any number of counterparts, each of which shall be
deemed an original and which, when taken together, shall constitute one and the same
instrument, but this Licence shall not be binding upon the parties until it has been signed by
all of them.

7.5. It is agreed between the parties, as follows:

7.5.1. the Licensor may at any time assign, mortgage, charge, subcontract, delegate, declare
a trust over or deal in any other manner with any or all of its rights and obligations
under this Licence, provided that it gives prior written notice of such dealing to the
Licensee; and

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 7.5.2. The Licensee may not assign, mortgage, charge, subcontract, delegate, declare a trust
over or deal in any other manner with this Licence, or any or all of the rights granted
herein, without prior written consent from the Licensor, which the Licensor may
withhold in its sole discretion. Notwithstanding the foregoing, the Licensee may
Licence or assign the Production that embodies the synchronised Work(s) in the
normal course of business, provided always that the Licensee remains liable for the
actions and/or omissions of any such third party in the event that that third party may
breach the terms of this Licence.

7.6. No failure or delay by any of the parties in exercising or enforcing any right, power or
remedy which arises under this Licence or from any breach of its provisions shall operate as
or be deemed to be a waiver of that or any other right, power or remedy or of any subsequent
exercise of such right, power or remedy. No waiver or modification of any provision of this
Licence shall be effective unless in writing and signed by all of the parties.

7.7. All notices or payments which either party shall deliver to the other shall be sent either by
pre-paid letter post addressed to the other at the address set forth herein or at such other
address as may be communicated in writing from time to time (all such notices (with the
exception of email which shall be deemed served as detailed below) shall be deemed served
at the date three (3) Business Days after the date of said mailing or upon actual receipt by the
addressee whichever is earlier) or via email (such email notice shall be deemed served at the
time of receipt of the email, unless receipt is outside Business Hours, in such an event notice
shall be deemed served at 9.00am on the next Business Day) to:

The Licensor: SphereTrax Limited at team@spheretrax.com; or

The Licensee: {NAME} at {EMAIL}

7.8. Nothing in this Licence shall be construed so as to imply a partnership between the parties.

7.9. This Licence contains all of the terms agreed between the parties and replaces all previous
agreements written or oral and may not be varied except in writing signed by the parties
hereto.

7.10. Neither party shall be in breach of this Licence or otherwise liable for any failure or delay in
the performance of its obligations if such delay or failure results from events, circumstances
or causes beyond its reasonable control. The time for performance of such obligations shall
be extended accordingly. If the period of delay or non-performance continues for twenty-
eight (28) days, the party not affected may terminate this Licence by giving five (5)
Business Days’ written notice to the affected party.

7.11. Each party undertakes that it shall not at any time, disclose to any person any confidential
information concerning the business, assets, affairs, customers, clients or suppliers of the
other party or of any member of the group of companies to which the other party belongs,
except as permitted in the following circumstances:

7.11.1. to its employees, officers, representatives, contractors, subcontractors or advisers

who need to know such information for the purposes of exercising the party's
rights or carrying out its obligations under or in connection with this Licence. Each
party shall ensure that its employees, officers, representatives, contractors,

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 subcontractors or advisers to whom it discloses the other party's confidential
information comply with this Clause 7.11.1; or

7.11.2. as may be required by law, a court of competent jurisdiction or any governmental

or regulatory authority.

7.12. A party shall at the reasonable request of the other parties, execute any document or perform
any act which is reasonably necessary to carry out the provisions of this Licence and which
is consistent herewith as may be required by any financier in connection with the production
of the program including without limitation the execution and delivery of security
documents, copyright mortgages and other similar documents.

7.13. A person who is not a party to this Licence shall have no rights under the Contract (Rights
of Third Parties) Act 1999 to enforce any term of this Licence.

7.14. This Licence shall be exclusively governed and construed in accordance with English Law
and the English Courts shall be the Courts of exclusive jurisdiction.

EXHIBIT B
INVOICE FOR LICENCE NO. {LICENCENUMBER}

INVOICE
Invoice #{INVOICENUMBER}
Date: #{DATE}

SphereTrax
3 The Chapmans,
Hitchin,
United Kingdom,
SG5 2TS

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 To: For:
{NAME} Project or service description
{COMPANY NAME – IF AVAILABLE} P.O. Number
{ADDRESS (LINE1)}
{CUSTOMER CITY}
{CUSTOMER ZIP/POSTAL CODE}

CAMPAIGN / TRACK TITLE TRACK LIC AMOUNT

NO. DATE:
{TRACK NAME} (SPXNO.} {DATE} {PRICE}
TOTAL £0.00

Payable to:

Bank: Revolut Ltd

Account Name: SphereTrax Limited
Sort Code: 04-00-75
Account No: 84157569
IBAN:
BIC:

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