Terms and conditions

SNOW FLOW AGREEMENT 

Snow Flow, LLC  

This Sales Agreement for Products (this "Agreement") is made effective upon download, by and  between Snow Flow, LLC, of Tuscaloosa, Alabama 35405, ("Snow Flow, LLC"), and Purchaser  of Sample. Contact john@snowflowstudios.com for all inquiries. 

1. ITEMS PURCHASED. Snow Flow, LLC agrees to sell, and Purchaser of Sample agrees to  buy, the following products (the "Goods") in accordance with the terms and conditions of this  Agreement:  

Description Quantity Unit Price Total Price   

Collection of Guitar loops or samples Varies Varies 

2. PRODUCT STANDARDS. The Goods shall comply with the Snow Flow, LLC's quotation  dated at the time of purchase and incorporated into this Agreement by this reference.  

3. PAYMENT. Payment shall be made to Snow Flow, LLC, via electronic payment in the  amount indicated on the website upon executing this Agreement.  

In exchange for your payment of the license fee ("License Fee") associated with the applicable  sound and/or sample provided via this website (each, a ·sample"), we grant you a non-exclusive,  non-transferable, perpetual right to use the Sample in combination with other sounds in music  productions to create new recordings ("Recording(s)"), which shall be considered "derivative  works" as that term is used in the United States Copyright Act. This license permits you to  modify, reproduce, publicly perform, distribute, transmit, sublicense and otherwise use the  Sample as incorporated in your Recording, including for commercial purposes, subject to the  following restrictions: 

1) You may not use or sublicense the Sample in isolation as sound effects, loops, or as source  material for any other form of sample (even if you modify the Sample) 

2) You may not use or sublicense Samples in a manner competitive to us or redistribute Samples  in new sample packs 

3) You may not sublicense, sell, loan, share, lend, broadcast., rent, lease, assign, distribute, or  transfer any Sample to a third party except as incorporated into a Recording 4) You may not use the name, image, or likeness of the artist or producer associated with a  Sample in any way without that artist's or producer's express written permission 

Furthermore, with respect to commercial usage of Recordings containing Samples, the following  shall apply:

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1) Minor Releases: You may use the Sample for Recordings on your own personal projects,  independent releases, beat tapes, and mix tapes that are not distributed or released via a "Major  Label" (i.e., Sony BMG, UMG, WEA, or their subsidiaries) or "Large lndie Label" (i.e., Empire,  The Orchard, Alamo, E1 or any comparable label) (each such release, a "Minor Release") at no  additional cost outside of the License Fee (including, for the avoidance of doubt, without  providing us with publishing splits), provided that any Minor Release that exceeds one million  streams on Apple Music, Spotify or YouTube shall be considered a Major Release for purposes  of this license and shall be subject to the below terms for Major Releases. 

2) Major Releases: For Recordings to be distributed or released via a Major Label or Large lndie  Label, or any Minor Release that exceeds one million streams on Apple Music, Spotify or YouTube (each such release, a "Major Release"), you shall be required to: 

(a) Contact us promptly to seek clearance for use of the Sample on a Major Release; (b) Provide for a 50/50 split of any Advances, Producer Royalty and Publishing, including for  the avoidance of doubt, in relation to any so-called 'synch licenses'; and 

(c) Provide the creator of the applicable Sample with Co-Producer credit on the liner notes of any  singles or albums (in any configuration), in advertisements, and wherever metadata permits.   

In addition to any other right or remedy provided by law, if Purchaser of Sample fails to pay for  the Goods when due, Snow Flow, LLC has the option to treat such failure to pay as a material  breach of this Agreement, and may cancel this Agreement and/or seek legal remedies as  described below under "Remedies on Default."  

4. DELIVERY. Time is of the essence in the performance of this Agreement. Snow Flow, LLC  will arrange for delivery by download of .zip file to Purchaser of Sound Clip. Delivery shall be  completed upon download. 

5. WARRANTIES. The sound clips are sold on an "AS IS" basis.  

SNOW FLOW, LLC SHALL IN NO EVENT BE LIABLE FOR ANY INCIDENTAL,  SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY NATURE, EVEN IF SNOW FLOW,  LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  

6. INSPECTION. Purchaser of Sound Clip, upon receiving possession of the Goods, shall have  a reasonable opportunity to inspect the Goods to determine if the Goods conform to the  requirements of this Agreement. If Purchaser of Sound Clip, in good faith, determines that all or  a portion of the Goods are non-conforming, Purchaser of Sound Clip may return the Goods to  Snow Flow, LLC at Purchaser of Sound Clip's expense. Purchaser of Sound Clip must provide  written notice to Snow Flow, LLC of the reason for rejecting the Goods. Snow Flow, LLC will  have 5 days from the return of the Goods to remedy such defects under the terms of this  Agreement.  

7. DEFAULT. The occurrence of any of the following shall constitute a material default under  this Agreement: 

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a. The failure to make a required payment when due.  

b. The insolvency or bankruptcy of either party.  

c. The subjection of any of either party's property to any levy, seizure, general assignment for  the benefit of creditors, application or sale for or by any creditor or government agency.  

d. The failure to make available or deliver the Goods in the time and manner provided for in  this Agreement.  

8. REMEDIES ON DEFAULT. In addition to any and all other rights a party may have  available according to law, if a party defaults by failing to substantially perform any provision,  term or condition of this Agreement (including without limitation the failure to make a monetary  payment when due), the other party may terminate the Agreement by providing written notice to  the defaulting party. This notice shall describe with sufficient detail the nature of the default. The  party receiving such notice shall have 2 days from the effective date of such notice to cure the  default(s). Unless waived by a party providing notice, the failure to cure the default(s) within  such time period shall result in the automatic termination of this Agreement.  

9. FORCE MAJEURE. If performance of this Agreement or any obligation under this  Agreement is prevented, restricted, or interfered with by causes beyond either party's reasonable  control ("Force Majeure"), and if the party unable to carry out its obligations gives the other  party prompt written notice of such event, then the obligations of the party invoking this  provision shall be suspended to the extent necessary by such event. The term Force Majeure shall  include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar  occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections,  riots, or wars, or strikes, lock-outs, work stoppages, or other labor disputes. The excused party  shall use reasonable efforts under the circumstances to avoid or remove such causes of non performance and shall proceed to perform with reasonable dispatch whenever such causes are  removed or ceased. An act or omission shall be deemed within the reasonable control of a party  if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.  

10. DISPUTE RESOLUTION. Any controversies or disputes arising out of or relating to this  Contract shall be resolved by binding arbitration in accordance under the rules of the American  Arbitration Association. The parties shall select a mutually acceptable arbitrator knowledgeable  

about issues relating to the subject matter of this Contract. The arbitrator(s) shall not have the  authority to modify any provisions of this Contract or to award punitive damages. The  arbitrator(s) shall have the power to issue mandatory orders and restraint orders in connection  with the arbitration. The decision rendered by the arbitrator(s) shall be final and binding on the  parties, and judgment may be entered in conformity with the decision in any court having  jurisdiction. During the continuance of any arbitration proceeding, the parties shall continue to  perform their respective obligations under this Contract.  

11. CONFIDENTIALITY.

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Both parties acknowledge that during the course of this Agreement, each may obtain confidential  information regarding the other party's business. Both parties agree to treat all such information  and the terms of this Agreement as confidential and to take all reasonable precautions against  disclosure of such information to unauthorized third parties during and after the term of this  Agreement. Upon request by an owner, all documents relating to the confidential information  will be returned to such owner.  

12. NOTICE. Any notice or communication required or permitted under this Agreement shall be  sufficiently given if delivered in person or by certified mail, return receipt requested, to the  addresses listed above or to such other address as one party may have furnished to the other in  writing. The notice shall be deemed received when delivered or signed for, or on the third day  after mailing if not signed for.  

13. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties  regarding the subject matter of this Agreement, and there are no other promises or conditions in  any other agreement whether oral or written. This Agreement supersedes any prior written or  oral agreements between the parties.  

14. AMENDMENT. This Agreement may be modified or amended if the amendment is made in  writing and signed by both parties.  

15. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or  unenforceable for any reason, the remaining provisions shall continue to be valid and  enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but  that by limiting such provision it would become valid and enforceable, then such provision shall  be deemed to be written, construed, and enforced as so limited.  

16. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any  provision of this Agreement shall not be construed as a waiver or limitation of that party's right  to subsequently enforce and compel strict compliance with every provision of this Agreement.  

17. APPLICABLE LAW. This Agreement shall be governed by and construed according to the  laws of the State of Alabama without reference to its conflicts of law principles.  

18. SIGNATURES. By downloading these files, the purchaser agrees to all aforementioned uses  and restrictions pertaining to the usage of the provided Samples. 

This Agreement shall be considered executed on behalf of Purchaser of Sample and on behalf of  Snow Flow, LLC by Snow Flow, LLC, Owner and effective as of the date of initial download.