Songs To Your Eyes

Music Licence Agreement

This synchronization licence (the "Licence") is entered into between you ("you", "your" or "Licensee") and Songs To Your Eyes Ltd, 655 Mallard Ct., Arnold MD 21012 USA ("Songs To Your Eyes", "STYE", "we", "us" or "Licensor") as of the date of your purchase (the "Effective Date"), with respect to your use and synchronization of the master recording(s) (the "Master(s)") and musical composition(s) (the "Composition(s)") (together, the "Work(s)") identified in your Licence Confirmation, in the audiovisual production created by or for you and identified at purchase (the "Production"). By completing payment and/or downloading or using any Work, you agree to all of the terms below.

1. The Licence Confirmation

Each licence you purchase is recorded on a permanent licence page issued to you at purchase, together with a licence certificate bearing a unique licence number (together, the "Licence Confirmation"). The Licence Confirmation identifies the Work(s), the Licensee, the Production, the tier purchased, the fee paid and the payment reference, and forms part of this Licence. A licence is valid only once payment has been received in full.

2. Permitted use — by tier

Your Licence Confirmation names ONE of the following tiers. Only the named tier's permission applies. Any use outside it is not covered by this Licence.

2.1 Online / Social. One (1) video or podcast episode, distributed organically on any online platform (including YouTube, TikTok, Instagram, Facebook, X, Twitch, websites). Monetised creator content is included. Brand-funded content and paid-media distribution are NOT included and require the Business / Advertising licence.

2.2 Business / Advertising (Online). One (1) video: brand-funded content, paid web/social advertising, or corporate internal use. Online media only — linear broadcast and cinema are not included.

2.3 TV & Streaming Programme. One (1) programme episode or one-off programme, on all linear TV channels and all VOD/streaming platforms (SVOD/AVOD/BVOD/TVOD). Cue-sheet filing is required (Section 8) — performance royalties are collected by the performing-rights societies and are unaffected by this Licence.

2.4 Film & Festival (under US$5,000,000). One (1) film with a total production budget under US$5,000,000, in all media: theatrical exhibition, festivals, TV, VOD, online and physical, including the film's own in-context trailer and teaser. Budget attestation: the production budget is as declared by you at purchase. STYE relies in good faith on your declaration and has priced this Licence accordingly; a materially false declaration voids this Licence from the outset. If your budget reaches or exceeds US$5,000,000, contact info@songstoyoureyes.com for a quoted licence; the fee paid will be credited toward it.

2.5 Creator Subscription. Use under an active Creator Subscription is governed by the Creator Subscription Terms together with this Licence; where they conflict, the Creator Subscription Terms prevail.

Quote-only uses. Broadcast, cinema and radio advertising; out-of-context trailers and promos; films with budgets of US$5,000,000 or more; multi-country advertising campaigns; games and apps; out-of-home and public-location use; and all-media buyouts are not available self-serve and require a written quoted licence via info@songstoyoureyes.com.

3. Scope common to every tier

4. Grant of rights and restrictions

4.1 Subject to the terms of this Licence and provided you are not in breach, STYE grants you the limited, non-exclusive right to use and synchronize the Work(s) in the Production, and to exploit, exhibit and broadcast the Production — and the Work(s) solely as incorporated in it — solely within the permitted use of your tier (Section 2).

4.2 You cannot exploit any Work separate or apart from the Production, nor use it in any work other than the Production, nor in any media other than those permitted by your tier.

4.3 You may not sell, repackage (e.g. audio samples, sound libraries, sound effects or music beds), or make available or otherwise exploit any Work on a standalone basis, including combined with a single still image or limited animation or any similar use where the accompanying visuals are of subordinate importance. You may not distribute any Work as music (release, sample packs, beat stores, DSP upload).

4.4 AI / machine-learning reservation. You may not use any delivered file, in whole or in part, for training, fine-tuning, evaluating or otherwise developing any machine-learning or artificial-intelligence model, nor include any delivered file in any dataset made available for such purposes, nor submit any delivered file to any service that ingests audio for model development. This right is reserved absolutely to STYE and is licensed only under a separate written agreement.

4.5 You may edit the Work for your Production — customary timing, cutting, looping, layering of stems and mixing (ducking) are permitted. You may not otherwise materially alter the Work, and you may not create derivative musical works for release.

4.6 You cannot use any Work in connection with material that is defamatory, illegal or inciteful of an illegal act; hateful or discriminating against any person on grounds including race, nationality, religion, ethnic identity, gender, gender identity or sexual orientation; encouraging of violence; or pornographic; or in a manner that otherwise violates the rights of anyone associated with the Work. Political content — the promotion, advertisement or endorsement of any party, candidate or elected official — requires our express prior written agreement. We may determine in our reasonable discretion whether a use violates this Licence.

4.7 All rights granted are non-exclusive, non-transferable and non-assignable, and may not be sub-licensed except as necessary for the production and distribution of the Production under this Licence. As between STYE and you, STYE is the sole and exclusive owner of all rights, including all copyrights, in the Work(s). All rights not expressly granted are reserved.

5. Content ID and monetization

STYE and its partners register the catalogue with YouTube Content ID and equivalent systems. Upon request to info@songstoyoureyes.com quoting your licence number, STYE will release any Content ID claim on the licensed Production. STYE has no responsibility for, and will not reimburse, monies received by STYE or its partners from monetization of a production before a claim release was requested, and nothing in this Licence prevents STYE from monetizing uses of the Work(s) that are not licensed.

6. Payment

The licence fee is the amount stated in your Licence Confirmation, plus any applicable taxes and fees, paid at purchase via our payment processor. All licence sales are final and cannot be refunded or returned, except as stated in the Songs To Your Eyes Refund Policy (failed delivery) or required by applicable law.

7. Term and termination

7.1 STYE may terminate this Licence and suspend your access to the service in the event of your unauthorized use of any Work or other material breach of this Licence.

7.2 To the fullest extent permitted by law and except as stated in the Refund Policy, no amounts already paid are refunded on termination for your breach.

8. Cue sheets and credit

8.1 Where the Production is publicly performed in a medium holding performance licences from ASCAP, BMI, PRS or another performing-rights society, you shall use best efforts to deliver a cue sheet for the Production to info@songstoyoureyes.com no later than its initial commercial broadcast.

8.2 You will use good-faith efforts to provide an on-screen credit where music credits are customarily accorded, reading substantially: "[Composition title] — Courtesy of Songs To Your Eyes."

9. Warranties, indemnities and liability

9.1 STYE represents and warrants that it has all rights necessary to enter into and fully perform this Licence and that use of the Work(s) solely as licensed will not infringe the rights of any third party. STYE will indemnify you (and your successors, assigns and applicable licensees) against costs and expenses actually incurred (including reasonable outside attorneys' fees and court costs) in connection with any third-party claim arising out of STYE's breach of these warranties, to the extent the claim is reduced to final judgment or settled with STYE's written consent — provided STYE's total liability shall not exceed the licence fee paid.

9.2 You indemnify and hold STYE (and its employees, officers, directors, agents, successors, affiliates and licensees) harmless against liabilities, claims, costs, damages and expenses arising out of: (a) your use of the Work(s) outside this Licence; (b) your acts or omissions in connection with the Production; (c) your breach of this Licence; (d) any misrepresentation by you (including the budget attestation); and (e) the exploitation of the Production other than as licensed. STYE may assume the exclusive defence and control of any such claim; you will not settle any claim without STYE's prior written consent.

9.3 Except for fraud, wilful misconduct or gross negligence, neither party is liable to the other for special, indirect, incidental, consequential or exemplary damages, including lost profits, and in no case will STYE's liability exceed the licence fee paid under this Licence. Nothing in this Licence limits liability that cannot be limited by applicable law, or affects statutory rights you hold as a consumer.

10. Assignment

You may not assign or pledge your rights or obligations under this Licence without STYE's prior written consent, except as embedded in the Production under Section 3. STYE may assign this Licence to a successor of the catalogue provided the successor agrees to be bound by it.

11. Severability

If any provision of this Licence is found invalid or unenforceable, the remaining provisions are unaffected; the severed provision is revised only to the extent necessary to make it enforceable.

12. Governing law and venue

You and STYE agree that the transactions contemplated by this Licence have a substantial nexus with the State of Maryland, that notices to STYE shall be delivered to STYE at its office in the State of Maryland, and that this Licence shall be governed by and construed and enforced in accordance with the internal laws of the State of Maryland. Any dispute or controversy arising from or in connection with this Licence shall be subject to the exclusive jurisdiction of courts of competent jurisdiction situated in Baltimore County, Maryland.

Songs To Your Eyes Ltd 655 Mallard Ct., Arnold MD 21012 USA info@songstoyoureyes.com