DOWNLOAD AGREEMENT

BY CLICKING ON “I AGREE” OR BY DOWNLOADING WORKS FROM THE ALVANI TUNES MUSIC LIBRARY, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITONS OF THIS DOWNLOAD AGREEMENT.

Recitals

Alvani Tunes is the owner or administrator of certain rights in and to certain musical compositions and master recordings (referred to individually or collectively as “Works”) in the music library (“Library”) available for download at www.alvanitunes.com (the “Website”).

The undersigned user of the Works (“Licensee”) is engaged in the business of producing motion pictures, television programs, film trailers, video games, commercial advertisements and/or other audiovisual works (the “Projects”).

Licensee wishes to obtain access to Library in order to audition certain Works from such Library for possible use and synchronization in certain Projects on a non-exclusive basis and to obtain from Alvani Tunes a license for any such uses and/or synchronizations.

For good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed as follows:

1. Term: Alvani Tunes shall make the Library available to Licensee via the Website and Licensee shall have the ability to download Works from the Website, commencing on the date on which Licensee clicks “I Agree” below and continuing for one year thereafter (“Initial Term”). The Initial Term will be automatically extended for additional one-year periods, for each yearly period in which Licensee purchases licenses from Alvani Tunes in the aggregate amount of $1,000.

2. Rights Granted: Alvani Tunes grants to Licensee the following non-exclusive rights, subject to the terms of this Download Agreement, during the Term and throughout the Territory:

a) The right to download any of the Works for the purpose of determining whether to use such Works in a Project; and

b) The right to temporarily use or synchronize the Works in a Project for the sole purpose of assessing the commercial appeal of such use, provided that the commercial exploitation of the Works will be subject to the terms of Alvani Tunes’ standard Master Use/Synchronization License Agreement (“License Agreement”).

For purposes of this Agreement, the “Territory”, will be the United States and its territories and military exchanges, Canada, and the nations of the Caribbean. All rights not expressly granted above are reserved to Alvani Tunes, who shall at all times remain the sole owner of the Works.

3 .License Agreement: In the event Licensee wishes to use any of the Works in a Project, it will request a license from Alvani Tunes, and the terms of the License Agreement will govern such use of the Works by Licensee. Licensee’s right to use such Works commercially will be conditioned upon Licensee’s execution of a License Agreement, payment of the applicable license fee, and Licensee’s compliance with all of the terms of such License Agreement.

4. Termination: This Download Agreement shall terminate upon the expiration of the Term or as earlier terminated by Alvani Tunes, as provided below. Alvani Tunes may terminate this Download Agreement immediately in the event of Licensee’s breach of any of the terms hereof, or in the event that Licensee files a voluntary petition in bankruptcy, or shall be adjudicated bankrupt or insolvent, or shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute or law relating to bankruptcy, insolvency or other relief for debtors.

5. Obligations upon Termination: Upon the expiration or termination of the Term, Licensee shall have no further right to access the Library via the Website, and Licensee shall delete or destroy any and all digital files or copies of any Works in its possession, except any Works that are licensed to Licensee pursuant to a valid and subsisting License Agreement. Notwithstanding the termination of this Download Agreement, any License Agreement entered into during the term shall remain in effect and shall govern the terms of Licensee’s use of the Works. In the event of any conflict between the terms of this Download Agreement and a License Agreement, the terms of the License Agreement shall control.

6. Confidentiality: Licensee shall keep confidential and not disclose to any third party the terms of this Download Agreement without the prior written consent of Alvani Tunes, except that Licensee may disclose the terms hereof: (a) to Licensee’s employees, attorneys and accountants, who shall be made aware of and agree to be bound by Licensee’s confidentiality obligations; (b) as required in any legal proceeding or in order to comply with any applicable law, court order or inquiry by a taxing authority, provided that Licensee will use commercially reasonable efforts to maintain the confidentiality of such information.

7. Disclaimers: The Works, Library, and Website are provided “as is,” with all faults and without warranty of any kind. Alvani Tunes disclaims any warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, title, and non-infringement of third party intellectual property rights, or that the Website will function properly or that Licensee will have the ability to download Works at all times, will meet Licensee's requirements, that its operation will be uninterrupted or error free, or that the Website will free of viruses or malware. Licensee assumes the entire risk as to the quality and performance of the Website. To the maximum extent permitted by applicable law, in no event shall Alvani Tunes, or its owners, officers, employees, affiliates, subsidiaries, agents, vendors, or licensors be liable to Licensee or any third party for any damages of any kind, including but not limited to punitive, exemplary, special, incidental, direct, indirect, or consequential damages (for example, damages for loss of business or personal profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use the Website or the provision of or failure to provide direct or indirect support services, even if Alvani Tunes has been advised of the possibility of such damages. In no event shall Alvani Tunes' liability for any damages, regardless of kind or type, to Licensee or any other person exceed the amount paid by Licensee under this Download Agreement or any applicable License Agreement.

8. Assignment: Licensee may not assign this Download Agreement or any of its rights or obligations hereunder without the prior written consent of Alvani Tunes, and any such attempted assignment shall be null and void. Alvani Tunes will have the right to assign this Download Agreement to any other person or entity.

9. Governing Law and Dispute Resolution: This Agreement has been entered into in the State of California and the validity, interpretation and legal effect of this Agreement shall be governed by the laws of the State of California applicable to contracts entered into and performed entirely within such state. In the event of any dispute between us arising out of or relating to this Agreement, the parties shall first submit such dispute to non-binding mediation or arbitration in Los Angeles County, California. The parties consent to personal jurisdiction in California and venue in Los Angeles County, California in any action.

10. Complete Agreement: This Agreement sets forth the entire agreement between the parties with respect to the subject matter hereof, and may not be modified unless in writing and signed by Alvani Tunes. A waiver by Alvani Tunes of any provision of this Agreement in any instance shall not be deemed to waive it in the future. Should any provision of this Agreement be determined by a court to be null and void, the rest of this Agreement will remain in effect. This Agreement shall be binding and effective as of the date upon which it has been executed by Licensee and delivered to and accepted by Alvani Tunes. Licensee acknowledges that online acceptance by Alvani Tunes or its receipt and acceptance of an electronic counterpart of this Download Agreement, signed by Licensee, which signature may consist of Licensee clicking the “I Agree” button, which Licensee expressly acknowledges is intended as an original signature for all purposes, shall be deemed acceptance of this Download Agreement by Alvani Tunes.

By clicking “I AGREE” below, I represent and acknowledge that:

1. I have read, understood, and consented to electronic delivery of, the terms and conditions of this Download Agreement set forth above, and I agree to enter into a legally binding contract based on such terms and conditions.

2. I intend that such act shall constitute my digital signature.

If you have any questions, please contact Alvani Tunes at info@alvanitunes.com or by phone at (818)-528-7214.