SOFTWARE LICENSE AGREEMENT FOR SCOREFLIPPER SOFTWARE AND SERVICES Thank you for selecting ScoreFlipper (the "Software"). This license agreement (the "Agreement") is a legal agreement between you ("Licensee", "you", "your"), and Art of Sound Music, LLC a New Jersey, USA Limited Liability Company ("AOSM", "we", "our" or "us"), hereinafter referred to collectively as the "Parties." You must accept the terms of this Agreement before accessing or otherwise using the Software or any of the services that may be provided by AOSM under this Agreement ("Services"). If you do not agree to the terms of the Agreement upon the terms and conditions hereinafter set forth, you are not granted any rights whatsoever to the Software. If you are not willing to be bound by these terms and conditions, you should not click on the "ACCEPT" button, and may not access or otherwise use the Software or Services. TERMS AND CONDITIONS 1. DEFINITIONS. * Initial License Period shall mean the time from Licensee's full payment of the initial License Fee until December 31st of that same calendar year. * License Agreement shall mean this legal instrument. Also called herein the "Agreement". * License Period shall mean, which the exception of the Initial License Period, the 12 months from January 1st to December 31st of a given calendar year when Licensee has met its obligations herein to use the Software. * License Term shall mean the time span of all Licensee License Periods. * License Fee shall mean the cost to use ScoreFlipper during the License Period. * Authorized Domain shall mean Licensee's top level URL from which ScoreFlipper files may be played by Licensee's website visitors. * ScoreFlipper shall mean AOSM's technology that allows website visitors to the Authorized Domain to display musical scores within a web page. * Software shall mean the computer files and documentation provided by AOSM to Licensee under this Agreement. * Unique Score shall mean a score played successfully within ScoreFlipper (as determined by the Title / URL) at least once during a License Period, as measured by AOSM's tracking reports. The Unique Score count is used to determine the License Period's actual License Fee. Additional "plays" of a Unique Score or removal of a Unique Score from Licensee's website within a given License Period does not affect the License Period's Unique Score count. Score(s) provided by AOSM to Licensee for testing purposes shall not be counted when determining the License Fee. 2. LICENSE. Under this Agreement, after AOSM receives payment in accordance with the prevailing tiered rates, AOSM grants Licensee a non-exclusive and non-transferable right to use the ScoreFlipper Player, ScoreFlipper Publisher, Reports and documentation ("Software") in the conduct of Licensee's business, trade or occupation. The Software is and shall at all times be and remain the sole and exclusive property of AOSM. The Licensee shall have no right, title or interest therein or thereto except as to the use thereof subject to the terms and conditions of this License. The current terms and conditions will be posted on the scoreflipper.com website and may change from time to time. 3. SOFTWARE USAGE. During the License Period, Licensee may use the Software to create ScoreFlipper files and to enable visitors to the Authorized Domain to view sheet music scores within ScoreFlipper enabled web pages. Licensee covenants and agrees that the Software and files generated from it shall be installed and used only on the single top level Internet Domain listed in Exhibit D. No subdomain use is allowed (e.g. http://subdomain.Licensee.com). Licensee agrees that it will not allow the use of the Software by other businesses, entities or individuals. Licensee further covenants and agrees not to copy, rent, sublicense, license, transfer, donate, commercially exploit, reverse engineer, decompile, disassemble, modify (or allow the same to occur to) the Software, or any part thereof. 4. RIGHTS. Licensee shall secure all necessary legal approvals and make any/all payments due to third parties, including but not limited to rights collection agencies, in connection to the sheet music and/or sound files Licensee presents in ScoreFlipper. 5. LICENSE FEES. License fees are based on the count of Licensee's Unique Scores during the License Period. AOSM shall monitor Licensee's actual usage on a quarterly basis. If Licensee plays more Unique Scores than originally estimated, such that Licensee enters a higher usage tier, AOSM shall issue an invoice for the difference at the end of the quarter, and such invoice will be payable by Licensee. If, by the end of the License Period, Licensee has played fewer Unique Scores than originally estimated, such that Licensee enters a lower usage tier, AOSM shall credit Licensee's account for the difference. License fees may change from year to year. 6. PAYMENT. For the Initial License Period, Licensee agrees to pay AOSM the amount based on the Licensee-provided estimate of use. Licensee shall issue payment to AOSM using the artofsoundmusic.com website. If the initial payment is made mid-year, Licensee will earn a prorated credit for year 2 based on calendar days. After receiving the entirety of this payment and a copy of this agreement, AOSM shall deliver the Software electronically to Licensee within five (5) business days. 7. LICENSE PERIOD AND RENEWAL. If Licensee payments to AOSM are current, the Software License shall automatically renew each January 1st for a period of 12 months. Prior to January, AOSM shall email an invoice for the upcoming year based on its pricing schedule for the prior year's usage tier and any credits Licensee may have earned. If Licensee does not wish to renew the License Agreement, Licensee must email a cancellation notice to ScoreFlipper no later than December 15th. Cancellation by Licensee at any time shall not result in a refund of any prior fees owed to AOSM; any credits earned for future period usage would be refunded. 8. SOFTWARE UPDATES. Software Updates shall mean a subsequent release of Software that AOSM makes generally available at no additional charge to existing Licensees. Software Updates shall not include any release, option, future product, or any upgrade in features, functionality or performance of the Programs which AOSM licenses separately or offers only for an additional fee. Updates shall include all bug fixes, patches and maintenance releases. Licensee shall receive Software Updates while Licensee is current on its financial obligations to AOSM. Licensee is required to install delivered Software Updates on its website within 15 days of receipt. 9. LICENSEE REQUIREMENTS. Licensee will have and use; FTP access (with username and password) to a web server where its Authorized Domain Name is hosted; To access and use the Software and Services, Licensee must have access to the Internet; Shopping cart software/merchant account and/or product web pages on a web server. Licensee, the shopping cart software maker and/or your webmaster has the ability to configure or modify links from the shopping cart to your ScoreFlipper pages; Optional - SSL certificate for Authorized Domain, Licensee graphic file for watermark. 10. TRADEMARKS. This Agreement does not grant any rights to use any trademarks owned by AOSM, including without limitation "ScoreFlipper" and "Art of Sound Music", even if such marks are included in the Software. For purposes of clarification and the avoidance of doubt, Licensee may not use these trademarks without the prior written permission of AOSM. 11. NO WARRANTY. To the maximum extent permitted by applicable law, AOSM expressly disclaims any warranty for the Software. The Software is provided "as is" without warranty of any kind, either express or implied, including, without limitation, the implied warranties of merchantability or fitness for a particular purpose. The entire risk arising out of use or performance of the Software remains with Licensee. In no event shall AOSM be liable to Licensee for any direct or indirect damages including loss of profits, lost savings, loss of data, lost intellectual or physical property, or other special incidental or consequential damages arising out of Licensee use of or inability to use the Software. 12. INDEMNITY. Licensee agrees to indemnify, hold harmless, and defend AOSM from and against any claims or lawsuits, including attorneys' fees that arise or result from the use of the Software. 13. NON-WAIVER. AOSM's failure at any time to require strict performance from Licensee of any of the provisions hereof shall not waive or diminish AOSM's right thereafter to demand strict compliance therewith or with any other provision. Waiver of any default shall not waive any other default. AOSM's rights hereunder are cumulative and not alternative. 14. DEFAULT. If Licensee fails to make any payment within ten (10) days after the same is due and payable; or if Licensee fails to observe, keep or perform any other provision of this License required to be observed, kept or performed by Licensee; or if a petition is filed by or against Licensee under the Bankruptcy Act or any amendment thereto (including a petition for reorganization or an arrangement); or if a receiver is appointed for Licensee and its property; or if Licensee commits an act of bankruptcy, becomes insolvent, makes an assignment for the benefit of creditors, or offers a composition or extension of any of its indebtedness; or if Licensee, without AOSM's prior consent, attempts to alter, modify, translate, decompile, disassemble, copy, sell, trade, transfer, encumber, pledge, sublicense or in any way dispose of the Software, then AOSM or its agents shall have the right to exercise any one or more of the following remedies. * To take legal action to recover any amounts due plus damages. * To disallow Licensee usage of the Software. Any said disallowance shall not constitute a termination of this Agreement and shall not relieve Licensee of its original obligations under this License unless AOSM expressly so notifies Licensee in writing. * Additionally, AOSM shall have upon default such other and further remedies and rights as may be available at law by reason of Licensee's default. 15. ASSIGNMENT. Licensee may not transfer any of its rights under this Agreement to another party without the written approval of AOSM. 16. TAXES. All prices and other charges due hereunder are exclusive of all applicable taxes, including value added tax, sales taxes, duties, fees or levies imposed ("Taxes"). Licensee shall be responsible for any applicable Taxes unless Licensee provides valid exemption documentation. 17. BINDING EFFECT. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. 18. GOVERNING LAW. This Agreement and all matters arising out of or relating to this Agreement shall be governed by the laws of the State of New Jersey, excluding its conflicts of law principles. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement. The Agreement shall be governed by the intellectual property laws of the United States of America, and international copyright treaties, as well as other intellectual property laws and treaties. 19. SEVERABILITY. If any provision hereof or any remedy herein provided for is invalid under any applicable law, such provision shall be inapplicable and deemed omitted. However, the remaining portions herein, including remaining default remedies, shall be given full force and effect in accordance with the intent of this document. 20. RELATIONSHIP BETWEEN THE PARTIES. Nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship between the Parties. 21. NO OTHER AGREEMENTS. This instrument contains the entire agreement between the Parties hereto with respect to the subject matter contained herein. There are no other agreements, written or unwritten, that shall bind the Parties. This Agreement may not be modified or amended except in writing signed by a duly authorized representative of each Party. No other act, document, usage or custom shall be deemed to amend or modify this Agreement. 22. CONTRACT NOTICES. Parties shall notify each other via email within seven (7) days of any of the following items changing: (i) Contractual email address (ii) Phone number (iii) Postal address (iv) Contractual contact name. 23. TERMINATION. If Licensee fails to pay any invoiced amount due within ten (10) calendar days from receiving a notice of such failure, AOSM shall have the right to terminate Licensee's use of the Software. The License Term will end if the Licensee sends a cancellation notice to AOSM. When the License Term ends, Licensee shall destroy the Software and all files created from it. Without prejudice to any other rights, AOSM may immediately terminate this License Agreement if Licensee fails to comply with its terms and conditions. 24. CONSENT TO USE OF DATA. Licensee agrees that AOSM may collect and use information gathered during Licensee (or their Customers') use of the Software. AOSM may use this information to provide accurate billing, improve our products or to provide customized services or technologies. Any enhancement made to Software by AOSM on behalf or at Licensee request shall become the sole property of AOSM. 25. MARKETING. Licensee consents to occasionally serve as a written and verbal reference for AOSM for prospects considering licensing ScoreFlipper from AOSM. In any case, AOSM must inform Licensee ahead of time of the name of the company or companies that will be referred. AOSM and Licensee agree not to disclose financials or contractual terms of this Agreement to third parties under any circumstance without the other Party's prior written consent. Licensee agrees to allow AOSM to list Licensee's company name in its marketing materials as being a ScoreFlipper Licensee. 26. SUPPORT FOR LICENSEE. AOSM shall provide technical support to Licensee for the Software at no extra charge during the License Term. Licensee shall report all issues by email to Art of Sound Music . Licensee's email message should contain what the user did, what the user wanted to happen and what actually happened. Include version numbers of the Software involved and date/time/time zone of usage when error occurred whenever possible. 27. SUPPORT FOR LICENSEE'S WEBSITE VISITORS. Licensee shall provide all technical and Licensee support for ScoreFlipper issues for its website visitors. Licensee may contact AOSM on behalf of its website visitors for issues Licensee cannot in earnest resolve itself. 28. SECTION HEADINGS. The headings of the sections contained in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of this Agreement. 29. REPRESENTATIONS. Each Party confirms that it has all requisite legal power and authority to execute and deliver this Agreement and to perform its obligations hereunder. 30. SURVIVAL OF OBLIGATIONS. The rights and obligations of the Parties, which, by their nature would continue beyond the termination or expiration of this Agreement, shall survive such termination or expiration. Updated: 2011-April-4.