SOUNDREEF.

COM LICENCE AGREEMENT

1 PURPOSE OF THIS AGREEMENT

The Member hereby appoints Soundreef Limited (which at present trades under the name
Soundreef.com to manage, administer and exploit the Rights in the Works during the Term and in
the Territory so that Soundreef may inter alia:1.1 grant licences to exercise the Rights in relation to one or more Works upon the terms and
conditions of the Standard Licensing Agreement
1.2 collect and give a good receipt for all Royalty Fees and other monies arising in relation to the
Rights
1.3 to appoint sub-licensees to exercise the Rights
2 LICENSES AND EFFECTIVENESS OF THIS AGREEMENT
2.1 The Member hereby grants to Soundreef the right by way of non-exclusive licence those
rights in the Works necessary for Soundreef to grant sub-licences in the Rights (as defined
below) during the Term and in the Territory. The rights granted pursuant to a sub-licence may
endure beyond the Term. For the avoidance of doubt the Member does not have to deliver a
composition and recording to Soundreef but if it does so it will comprise a Work for the purposes
of this Agreement.
2.2 In order to be a Work the relevant composition and recording must be delivered together and
must be wholly owned or controlled by the Member so that Soundreef will be able to administer
the Rights for the Work and collect income arising from the exploitation of those Rights.
2.3 Soundreef reserves the right to feature the Works in a playlist, include the Works in a storage
media for commercial or promotional use, sublicense any of its right to its parent, subsidiaries or
affiliates, or refrain from doing any of the forgoing in its sole discretion.
2.4 The Member also grants to Soundreef the right to (i) remaster, edit or otherwise modify the
Works to normalize levels or otherwise cause them to conform with other content used and
administered by Soundreef, and (ii) to remove, obscure or otherwise ameliorate any expletives or
offensive vocals in the Works, and to (iii) use its name, logo, the names and the likeness of artists
and other persons associated with the Works, and the names and descriptions of Works and
albums containing Works, including cover art, in its effort, to market the activity provided under
the provisions of the Agreement, including but not limited to websites, printed marketing material,
audio advertisement.
2.5 By completing and submitting the Membership Registration Form the Member agrees to this
Agreement and approves the terms of the Standard Licensing Agreement and hereby grants the
Rights in the Work listed in the Membership Registration Form.

2.6 After the Date of Commencement of this Agreement, the Member shall have the right to
modify the list of Rights, Works and Territories attached to the Membership Registration Form.
Any change of the list will have effect after a 60 days period from the notice.
3 COMMISSION
Soundreef will be entitled to retain commission from all Royalty Fees actually received by
Soundreef from its use and exploitation of the Works and any of them, in whole or in part. That
commission will be at
3.1 fifty per cent (50%) in respect of the background right (BR); or
3.2 twenty five per cent (25%) in respect of the live right (LR)
both as referred to in the definition of Rights below.
4 ACCOUNTING
4.1 Soundreef shall account to the Member in reasonable detail the Royalty Fees due from
monies as have been received hereunder within thirty (30) days of the end of each June and
December.
4.2 Member shall create a Paypal account and maintain it in good standing. All payment from
Soundreef will be made to the Members Paypal account. Soundreef reserves the right, in its sole
discretion, to select an alternative payment service, such as bank transfer. Payment shall be
made to Member after the Royalty Fees amount to at least 50; Soundreef shall hold the Royalty
Fees until such time.
4.3 In calculating sums due to the Member, Soundreef will deduct sales taxes forming part of the
monies received and sums charged to Soundreef by arms length third parties and Soundreefs
commission and less adjustments for returns, hardware expenses, agents or re-seller
commissions, allowances, refunds, bad debt, overhead, shipping and handling, taxes of any kind
and union guild or other third party fees that may be required by contract or the Copyright Act or
otherwise, if any.
4.4 All payments to the Member shall be subject to:
4.4.1 the deduction or withholding of any taxes required to be deducted or withheld under the
laws of any country in which the relevant Royalty Fees or other sums arise. Upon request by the
Member, Soundreef will use its reasonable endeavours to assist the Member in reclaiming any
taxes by providing the Member with such information as is available to Soundreef in relation to
the sums deducted or withheld. Where Soundreef has deducted any such sums, Soundreef shall
at the request of the Member provide a certificate as to the sums so deducted
4.4.2 reduction by any sum required to be deducted by any bona fide governmental or financial
authority because of the blocking of funds in any part of the Territory. Such funds will be placed
in an account in the joint names of the Member and Soundreef and if and when such funds are
released they will form revenue from which an accounting will be due.
4.5 Without prejudice to the specific obligations referred to in this Clause the Member shall
comply with any and all obligations imposed on him by the VAT legislation and related or similar

in force from time to time and hereby indemnifies Soundreef against all claims demands costs
and expenses made against or incurred by Soundreef whether by reason of the Members failure
to comply with such obligations.
4.6 The Member hereby agrees to allow Soundreef to operate any self-billing arrangements
approved by the Commissioners of Customs & Excise and for such purpose undertakes with
Soundreef:
4.6.1 not to issue any VAT invoice or document purporting to be a VAT invoice in respect of
royalties received from Soundreef
4.6.2 if registered for VAT either at the Date of Commencement or at any time during the
operation of this Membership Agreement to provide Soundreef with the name and number under
which the Member is registered and any other information requested by Soundreef in connection
with such self-billing arrangements
4.6.3 if the Member at any time ceases to be registered for VAT to inform Soundreef of the
effective date thereof forthwith upon receipt of notice of cancellation of the Members registration
4.6.4 The Member hereby grants to Soundreef full discretion on the Members behalf to make any
application or to support any application made by Soundreef to the Commissioner of Customs
and Excise concerning the treatment for VAT purposes of any supply of services (as that term is
defined by the Value Added Tax Act 1983) made under the terms hereof by the Member through
Soundreef or by Soundreef as agent for the Member
5 SOUNDREEFS UNDERTAKINGS
5.1 Soundreef undertakes to use its reasonable commercial endeavours (given that Soundreefs
rights hereunder are non-exclusive) to protect the Rights in the Works from infringement and to
collect the Royalties Fees and other sums arising under licences granted by Soundreef.
5.2 Soundreef shall have no obligation to commence or continue proceedings as part of its
obligations under Clause 8:
5.2.1 where in its reasonable opinion after consultation with the Member the amount of costs and
expenses of such proceedings likely not to be recovered will be more than the amount of
damages likely to be recovered
5.2.2 where Soundreef has been advised by its lawyers that proceedings should not be
commenced or continued on any other reasonable commercial or legal grounds
5.2.3 where the relevant dispute is one which involves another member of Soundreef and relates
to the plagiarism of any Work or the ownership or control of any Work or the Royalties Fees or
other sums arising in relation thereto and Soundreef shall notify the Member accordingly when
any of the above apply.
5.3 Soundreef will not grant licences on terms different from the Standard Licensing Agreement
unless Soundreef has sought and obtained prevent consent from the Member
5.4 Soundreef undertakes to investigate as soon as practicable any accounting irregularity

notified by the Member to Soundreef arising out of any distribution to the Member or any failure to
distribute to the Member.
The Member must however notify any such irregularity as soon as practicable after the Member
discovers it and the Member recognises that Soundreefs ability to carry out an investigation may
be limited or in some cases prevented where the irregularity relates to a period more than three
(3) calendar years prior to notification of the irregularity
5.5 Where as a result of any such investigation in accordance with Clause 5.4 Soundreef
discovers that it has failed to account correctly to the Member Soundreef will rectify this as soon
as practicable thereafter
5.6 Upon request by the Member Soundreef undertakes to provide the Member with such
detailed accounting information relating to one or more of the Works as the Member may
reasonably require in addition to that which Soundreef is required to supply to the Member under
Clause 4 provided that such information is available to Soundreef. Soundreef reserves the right
to charge the cost of supplying such additional information to the Member and also the cost of
providing the Member with information or copies of documents which have already been
supplied to the Member or his predecessor in title
5.7 Soundreef undertakes that it will not without the consent of the Member unless directed by
any court or governmental authority disclose to any other party except to its professional advisers
any document supplied to it by the Member in accordance with this Agreement or the Royalties
Fees and other sums payable to or paid to the Member or any information relating to the same
5.8 The Member recognises that Soundreef does not itself carry on business outside the United
Kingdom. Notwithstanding any other term of this Agreement the obligations of Soundreef in
relation to any country outside the United Kingdom are limited to such as the Board considers in
its absolute discretion to be reasonably practicable in the circumstances.
5.9 Soundreef shall not have obligations concerning the marketing or the promotion of the Work
or Member. Notwithstanding the foregoing, Soundreef, in its sole discretion, shall have the right
to promote, advertise and market the Work or the artist without limitation.
5.10 Soundreef makes no warranty with respect to the accuracy or effectiveness of the Soundreef
website, including content contained therein, nor any errors or problems of any kind may arise
from the website.
The terms and conditions for the use of the website are those indicated on the website.
Soundreef shall not be responsible for losses, damages, costs or expenses of any kind resulting
from the use of the Works by the Licensees.
6 MEMBERS WARRANTIES AND UNDERTAKINGS
6.1 The warranties undertakings and indemnities contained in this clause are required for the
protection of the membership of Soundreef as a whole by ensuring that Soundreef does not suffer
damage or loss which might affect its ability to keep its administration expenses as low as
possible or to make rebates. Soundreef will only seek to enforce a claim for breach of any such
warranty or undertaking or for an indemnity where the Board in its absolute discretion determines
that the circumstances are such that the claim should be enforced after giving the Member an

opportunity to make representations to the Board in relation to the claim

6.2 The Member hereby warrants to Soundreef:
6.2.1 that it has full power and authority to enter into this Agreement and to grant the rights and
powers referred to and to give Soundreef all permissions and authorities contained in this
Agreement
6.2.2 that the Member owns or controls the Rights in each Work registered or hereafter registered
by the Member with Soundreef are or will be controlled or administered by the Member from the
date of such registration or where the Member notifies Soundreef on registration that it will control
or administer the Work at a later date then from that later date and in either case until such date
as the Member both no longer controls or administers the Rights in the Work and Soundreef has
been notified of this fact in writing either by the Member or its successor in title
6.2.3 that the Work does not infringe the copyright, trademark, publicity right, common law rights,
or any other right of any third party or is otherwise illegal or constitute defamation, invasion of
privacy, pornography or any tort injury to any third party.
6.3 The Member hereby undertakes to Soundreef:
6.3.1 to complete accurately the Membership Registration Form supplied by Soundreef to the
Member
6.3.2 to keep Soundreef fully and promptly informed of any changes in the facts and matters
referred to in the Membership Registration Form or otherwise notified to Soundreef as required
by this Agreement and to give Soundreef notification or ensure that Soundreef is given
notification of the date on which the Member ceases to control or administer the Rights in any
Work in any part of the Territory
6.3.3 upon the request of Soundreef to supply Soundreef with copies of any document relating to
the ownership control or administration of the Rights in the Works or the licensing of such Rights
in the possession power custody or control of the Member and to use its best efforts to obtain any
other such document reasonably requested by Soundreef
6.3.4 upon receipt of each distribution statement referred to in Clause 4.4 above to check that the
Works referred to in that statement and the Rights in respect of which the royalties fees and other
monies referred to in that statement are expressed to be paid are controlled or administered by
the Member and that such Royalties Fees or other monies are due to the Member. The Member
undertakes to report to Soundreef promptly any inaccuracy of whatsoever nature in that or any
other respect and in any event undertakes to repay to Soundreef on demand any monies paid to
the Member by mistake
6.3.5 to do all acts and things which shall be necessary expedient or desirable to give effect to
the terms of this Agreement
6.3.6 to render such assistance and give such information to Soundreef as Soundreef may
reasonably require for the purposes of this Agreement
6.3.7 not to appoint as agent another collective society granting rights and powers in conflict with
those given to Soundreef in this Agreement

6.3.8 to authorize Soundreef to give immediate notice of this Agreement to any collection society
or other entity the Member is already registered with at the Date of Commencement where the
powers and right granted to Soundreef under the provisions of this agreement are in conflict with
those given to such society
6.4 The Member hereby agrees to indemnify Soundreef against all costs actions proceedings
claims or demands against Soundreef and all costs (including legal costs on an indemnity basis)
damages or expenses which Soundreef may incur:
6.4.1 as a result of the breach of any warranties or undertakings contained in this Agreement
6.4.2 arising out of any valid claim either that the Member is not entitled to appoint Soundreef as
agent in accordance with Clause 1 or that any Work or the use or exploitation thereof infringes
the copyright in any other work of any nature or is not subject to copyright or is defamatory or
criminally obscene
7 PROCEEDINGS
7.1 In acting under this Agreement Soundreef shall have the right at its own expense:
7.1.1 to bring defend take over or intervene in any proceedings of whatsoever nature which relate
in any way to the Rights and to conduct maintain and continue any such proceedings before any
Court of Justice or Tribunal or other body having appropriate jurisdiction and to submit any such
matter to arbitration
7.1.2 to compromise or abandon any such proceedings or arbitrations as are referred to in
Clause 7.1.1 above and disputes or claims relating in any way to the exercise of the Rights
7.2 Soundreef shall have the right to use the name of the Member as plaintiff defendant or
intervener in any proceedings to which this clause applies but only after the Member has
consented thereto
7.3 Where Soundreef has declined to take proceedings for infringement of the Rights in any Work
or the recovery of any royalties or fees due in respect thereof the Member shall then have the
right on written notice to Soundreef to take such proceedings at the Members own expense. In
this event any damages for such infringement and for any such royalties and fees recovered by
the Member shall belong to the Member absolutely and Soundreef shall not be entitled to
commission thereon
8 DISPUTES
8.1 In the case of any dispute between the Member and any other member of Soundreef relating
to any Work Soundreef will endeavour to maintain impartiality giving such assistance as it may
deem necessary for the satisfactory settlement thereof
9 TERMINATION

9.1 This Agreement shall continue unless and until terminated in writing by either party upon
such party giving at least 60 days written notice. Termination is effective at the conclusion of the
60 days notice.
9.2 The provisions of this Agreement shall have effect in relation to all Works of the Member
registered with Soundreef
9.3 Upon the expiry of the period of notice referred to under clause 9.1 Soundreef shall retain the
right to collect all royalties fees and other monies which in the ordinary course of business should
have been paid prior to the expiry of such notice or which relate to periods prior to such expiry
and all the rights and powers Soundreef under this Agreement shall continue for those purposes.
9.4 Neither termination of this Agreement shall affect any licences granted or agreements entered
into by Soundreef prior to the date of termination or of effectiveness of modification as indicated
at clause 2.5.
10 DEFINITIONS
In this Agreement:
10.1 the Act means the Copyright Designs & Patents Act 1988 as this sum may be amended
from time to time
10.2 Adaptation means any adaptation the making of which would be an infringement of
copyright under the Act and therefore includes an arrangement of the music and a translation of
the lyrics
10.3 This Agreement means the agreement between Soundreef and the relevant Member
which is made when an application to become a member is accepted the terms and conditions of
such agreement being those set out in this document
10.4 Soundreef means Soundreef Ltd, a corporation organized under the laws of the United
Kingdom with principal offices at 38 Berkeley Square,
W1J 5AE, London , UK
10.5 Board means the Board of Directors of Soundreef as constituted from time to time
10.6 "Date of Commencement" means the date notified by Soundreef to the Member as being the
date with effect from which this Agreement commences
10.7 "EU" means the countries which from time to time make up the European Union
10.8 Licensee means the user entering in a licence agreement with Soundreef in relation to the
Works referred to in this Agreement
10.9 "Member" means a person firm or company, on its own or on behalf of the owner of the
Rights, application to become a member has been accepted by Soundreef
10.10 "Membership Registration Form" means the document supplied by Soundreef on which
the Member is required to register the matters referred to in this Agreement

10.11 Rights means either or both of the background right (BR) or live right (LR) which the
Member will designate in the First Schedule to this Agreement. Background right means the right
to copy, reproduce, distribute, publicly perform, deliver simultaneously with nonsynchronized
visual images and otherwise use all or any portion of the Works as listed in the Membership
Registration Form as shown in the First Schedule or in the other forms from time to time required
by Soundreef under the provision of the Agreement, including without limitation, the right to
Broadcast the Works within the premises of business establishments, limited to the Territory and
aircraft and other modes of transport and during the Term of this Agreement, and the right to
reproduce the Works on one or more devices or on any fixed media now known or hereinafter
created, including but not limited to, compact discs, digital video discs, memory sticks, tapes and
cd-roms, and to copy, reproduce, transfer and distribute such storage media. Live right means the
right to administer the licensing and collection of revenue from performance of musical and lyrical
compositions to a live paying or invited audience, Soundreef is also permitted to sub-license
these rights.
10.12 Royalty Fee means the sums collected by Soundreef as revenues of the licences granted
to the Licensees.
10.13 "Standard Licensing Agreement" means the terms and conditions previously approved by
the Member on which Soundreef licences the Rights and collects the Royalties Fees and other
monies arising in connection therewith.
10.14 Term means the period of time described in Clause 9.1 of this Agreement.
10.15 "Territory" means the countries indicated by the Member in the Membership Registration
Form
10.16 "Work" include all forms of music, rhythm and lyrics sound recordings, compositions,
prose, and audio and audio-visual recordings that the Member delivers to Soundreef.
10.17 Reference to the singular includes a reference to the plural and vice versa
10.18 Reference to any gender includes a reference to all other genders
10.19 Words importing persons shall include firms corporations and unincorporated associations
11 LAW AND JURISDICTION
Any and all disputes that may arise between Soundreef and the Member under or in connection
with this Agreement shall be subject this adjudication of the High Court of Justice in London. This
Agreement shall be governed by and construed in accordance with the laws of England.
12 MISCELLANEOUS
12.1 Soundreef shall deliver all notices required under this Agreement to the address provided
by the Member in the Membership Registration Form.
Any notice to be delivered to Soundreef shall be addressed to the principal office of Soundreef as

indicated in this Agreement or to the email address from time to time provided by Soundreef.
Notices may be sent by first class prepaid post (in which case the notice will be deemed
received on the second business day after posting) or facsimile if only transmitted (in which case
the notice will be deemed received on the day of transmission if received before 17:00 hours on a
business day or otherwise on the next business day).
12.2 Soundreef may transfer or assign all or portion of its rights to any person, corporation or
entity, provided that such person, corporation or entity assumes all obligations of Soundreef
herein in writing.
12.3 Nothing herein shall be construed to create a partnership, joint venture, employer employee
or agency relationship.
12.4 The invalidity or not enforceability of any provision hereof shall not affect the validity or
enforceability of any other provision hereof.
12.5 On occasions Soundreef will need to incorporate a change into this Agreement. If it does so
then the Member will be notified of the change, normally by email. If the Member does not agree
the change then he may terminate the Term of this Agreement pursuant to Clause 9, otherwise
the change will be deemed incorporated into this Agreement with effect from the date of the
notice
Address: via gaulli 14-24 GENOVA 16143 Italy
IP: 151.16.109.65
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Signed for and on behalf of Soundreef ltd.

__________________________
Francesco Danieli, CEO 17 February 2016

Signed for and on behalf of

Signature:
Email: giulianovinc@libero.it