WORK FOR HIRE AGREEMENT

This contract is held between Els Acords, S.A. de C.V., a company dully incorporated according to the laws of México, (hereinafter referred as "THE COMPANY"), represented in this act by Mr. Rafael Rodríguez Serrat and by his own right the seller (hereinafter “the author"), according to the following statements and clauses:

STATEMENTS

I. THE COMPANY states through its legal representative:

1. That it is a corporation incorporated under the laws of Mexico, as it is stated in the public deed No. 53.967 dated November 2th, 2015, granted before Notary Public No. 164 of México’s Federal District  Mr. Antonio Velarde Violante .

2. That it is represented in this deed by by Mr. Rafael Rodríguez Serrat, accredited by public deed No. 53.967 dated November 2th, 2015, granted before Notary Public No. 164 of México’s Federal District  Mr. Antonio Velarde Violante .

3. Having his address at Ejército Nacional 613. Int. 204 Col.Granada, México, Distrito Federal C.P. 11520.

II. THE AUTHOR states:

1. Being an adult individual, legally capable to enter into a contract.

Once exhibited the above, the parties agree to be bound to the wording of the following:

CLAUSES

FIRST.- THE AUTHOR is committed to produce a WORK FOR HIRE WORK which features are as follows:

1.- Musical compositions to be used in advertising called “Jingles”, directly by the COMPANY or through the licensee of the COMPANY, in advertising of any product or service of any client of the COMPANY. The musical compositions may also incorporate in addition to music, lyrics, verses, commercials, titles, and any other indication related to the product or the services that are to be advertised (hereinafter the WORK FOR HIRE WORK or COMMISSIONED WORK).

2.- For the accomplishment and execution of the WORK FOR HIRE WORK being contracted by this act, THE AUTHOR will not be subordinated to the COMPANY, but shall maintain the quality of the WORK FOR HIRE WORK and the execution thereof according to advertising and/or marketing standards generally used by the COMPANY, may the COMPANY reject those parts of the COMMISSIONED WORK that do not meet said criteria, and also the COMPANY reserves the right to modify the WORK FOR HIRE WORK at its sole discretion so that it conforms to the advertising criteria generally used by the COMPANY.

SECOND.- By this contract, THE AUTHOR acknowledges exclusively in favor of the COMPANY the right to use, reproduce, exploit, modify, adapt, transport, translate, set music to, and in any way apply the COMMISSIONED WORK, within and/or outside Mexico through any means known or to be known, including without limitation by radio and television, software, printed media, or a website where potential clients or clients may access and know the available WORKS and purchase them by payment of a fee or royalty. Also THE AUTHOR acknowledges the right of THE COMPANY to totally or partially reproduce the COMMISSIONED WORK, including title or content, the modification, adaptation, transportation and translation of the work to be used alone or in combination with other works, by one or more authorized users.

THIRD.- THE AUTHOR acknowledges the ownership of the economic rights of the COMPANY over the COMMISSIONED WORK according to Article 83 of the Federal Law of Copyright. Also THE AUTHOR acknowledges that COMMISSIONED WORKS resulting from the conclusion of this contract will be provided for use in advertising or propaganda ads, therefore authorizing the omission of his authorial credit during use or exploitation thereof under the provisions of Article 23 of the Federal Law on Copyright.

FOURTH.- THE AUTHOR is obliged not to perform or execute any equal or similar COMMISSIONED WORK for third parties.

FIFTH.- THE AUTHOR acknowledges in terms of Article 231 et seq of the Federal Law on Copyright that any unauthorized use of the property rights subject of the COMMISSIONED WORK, whether such unauthorized use is carried on by the author or by a third party, would constitute a commercial administrative offense and/or a federal offense under the terms of the Federal Criminal Code.

Property rights owned by the COMPANY would be considered invaded in the case of using music, lyrics, phrases, verses, commercials, titles, reserves, equal or similar to those used in the COMMISSIONED WORKS created during the term of this contract.

 SIXTH.- THE AUTHOR acknowledges the right of the COMPANY to directly, or through the designated individual or legal entity, reproduce, distribute, rent and commercialize the COMMISSIONED WORK, broadcasting it without any limitation and whenever it deems necessary, through television, radio, the website created for this purpose or by any other means of communication to the public, wired or wireless, known or to be known.

SEVENTH.- THE AUTHOR is obliged to:

A.- Notify to third parties with which he or she is making business, about the existence of this contract and about the obligations of not making to which he or she is subject to by virtue thereof.

B.- Maintain at all times the confidentiality of the terms of this contract.

C.- Immediately notify and in writing to the COMPANY about misuse and unauthorized use of the COMMISSIONED WORK by anyone on or outside national territory.

D.- Not to enter into contracts or agreements, as well as not to make any kind of negotiation during the term of this contract, with third individuals or legal entities, in México or abroad, under which you force yourself to make equal or similar works, to the COMMISSIONED WORKS resulting from this contract.

E.- To support and contribute to the COMPANY, all information and elements it deems necessary for the development, production and processing of the claim against unauthorized third party who is using works similar to those resulting from the COMMISSIONED WORK subject of this contract.

F.- To always keep an address in Mexico in order to comply with its obligations under this contract, as well as to be notified or required in court in relation to it.

The parties agree that in the event that THE AUTHOR changes his address, he shall give written notice to the COMPANY within the following 30 days, so failure to do so, agrees and accepts that notices and injunctions made in the last address given by the AUTHOR shall be fully effective.

EIGHTH.- THE AUTHOR will be in full freedom to contract the provision of services to companies other than those that comprise the COMPANY provided that under such contracts THE AUTHOR does not assume obligations that contradict, invade or affect those that are contained in this contract, or that affect the interests of the COMPANY.

The economic benefits which, where appropriate, THE AUTHOR obtains as a result of the contracts this clause refers to, will remain in the exclusive benefit of THE AUTHOR.

NINTH.- THE AUTHOR acknowledges that by virtue of the conclusion of this contract he will have access to certain confidential information owned by the COMPANY, including without limitation COMMISSIONED WORKS, resulting from the conclusion of the contract, and all information that is provided to THE AUTHOR in the work order constituting the moment of uploading the music, and that such confidential information is a trade secret resulting in a competent and economic advantage in developing commercial activities of the COMPANY. Furthermore, THE AUTHOR agrees that the COMPANY has taken and takes all actions and precautions to preserve the confidentiality of information, to which access is limited. Moreover, THE AUTHOR acknowledges that such confidential information involves technical elements, working methods, procedures, and other elements that distinguish confidential information from any other information. Also, the author acknowledges that confidential information is not in the public domain, nor is it apparent to one skilled in said area. Also, the author acknowledges that the information has not been previously available, nor requires to be disclosed by legal provision or by authority mandate. THE AUTHOR agrees that he shall never: (i) disclose said confidential information to third parties; or (ii) use said proprietary and confidential information of THE COMPANY regarding the creation of musical works, advertising of any product or service, in Mexico or abroad, without written permission by THE COMPANY.

TENTH.- For the making or creating of the WORK FOR HIRE WORKS subject of this contract, the COMPANY shall give THE AUTHOR a work order according to the form of information needed to upload the music. Both parties agree that the annexed form only includes the minimal elements thereof, but shall be modified at full discretion of the COMPANY. In said work order the COMPANY will indicate to the AUTHOR the specifications of the COMMISSIONED WORK to prepare in the particular case, as well as the time for preparing the COMMISSIONED WORK, the terms and conditions of delivering it, and the price set by mutual agreement by the parties as consideration for the creation of the WORK FOR HIRE WORK by the AUTHOR resulting thereof, which will be paid to the AUTHOR when the COMPANY receives the COMMISSIONED WORK resulting from the respective work order.

Once the WORK FOR HIRE WORK resulting from the work order is finished, THE AUTHOR shall deliver it to the COMPANY for its approval. The COMPANY shall grant its written approval to the AUTHOR within the following twenty working days, and shall be entitled to request the AUTHOR to modify the COMMISSIONED WORK according to the specifications indicated by the COMPANY. THE AUTHOR shall make the modifications requested by the COMPANY until the COMMISSIONED WORK is approved in writing by the COMPANY at its sole satisfaction, at which moment THE AUTHOR shall be entitled to collect the amount shown in the work order.

The agreed payments shall be delivered to the AUTHOR at the COMPANY address.

THE AUTHOR is obliged to issue in favor of the COMPANY or the individual or legal entity designated by it, the tax receipts that meet the applicable requirements and which cover the amounts derived from the consideration agreed in this clause.

ELEVENTH.- Both parties agree and accept that this contract will last five years. In case of default, the COMPANY at its choice shall demand the payment of damages and enforce compliant or early termination of the contract, in terms of Article 1949 of the Civil Code for the Federal District.

In any case, THE AUTHOR the author is obliged to conclude the COMMISSIONED WORKS carried out by him in accordance with the respective work order, being entitled to relevant payment, even if this contract has expired or terminated earlier.

TWELFTH.- In this act, the Author grants his express permission for the company to assign the rights under this contract in favor of a third party.

THIRTEENTH.- The COMPANY shall terminate this contract without any liability on its part and without judicial statement, when the author fails to comply with any of the obligations contained in the clauses of this contract or for serious cause in the judgment of the COMPANY, sufficing the COMPANY communicates that fact to the AUTHOR, irrefutably at the address set forth in the statements of this contract. The default by the COMPANY to deliver to the AUTHOR his consideration for 3 consecutive times, upon notarized or judicial requirement, shall entitle THE AUTHOR to deem this Agreement terminated early without his liability.

FOURTEENTH.-  The parties agree that any of them could effect the registration of this contract before the Public Registry of Copyright.

FIFTEENTH.- This contract shall enter into force as of the date of signature.

SIXTEENTH.- The parties agree and accept to respectively absorb taxes corresponding to them by reason of this contract, under the terms of the applicable legal provisions.

SEVENTEENTH.- Both parties agree in that this contract contains the complete and only agreement between them, in this virtue supersedes any prior agreement, oral or written.

EIGHTEENTH.- The parties declare themselves knowledgeable about the scope of this contract and the content of rights and obligations that comprise it, as it is their free will to submit to them in the stipulated terms.

NINTEENTH.- For purposes of interpretation and fulfillment of this contract, the parties submit to the jurisdiction of the civil courts of the Federal District, as well as to the laws in force, renouncing to any other thereof that may correspond to them by reason of present or future address thereof.

TWENTIETH.- THE AUTHOR will receive the correspondent payment for each of the sales he makes within the platform, being it the 70% of the Price established by him, whether for partial or full rights, as long as it remains under the Price range previously established by THE COMPANY, or the 70% of a previously established fee by THE COMPANY when the sale is made through a monthly plan.

THIS CONTRACT IS SIGNED IN DUPLICATE IN MEXICO CITY, FEDERAL DISTRICT, AT THE TIME OF BEING ACCEPTED

TERMS AND CONDITIONS

Thank you for subscribing to the service provided by “Jingle Nest”. Hereinafter “The Service”, is the one by which you have access to music created by our associates and may acquire the right to play it for commercial purposes. By accessing the contents of our site you are celebrating a binding contract with Els Acords S.A. de C.V. that generates rights and obligations as detailed below.

Els Acords S.A. de C.V. is not responsible for the originality of the works you are acquiring, since it only serves as a mere intermediary between you and the authors of the works being incorporated to the platform to which you are accessing.

The service has different options to which you may access by following the indications, but by accessing any of these you are subjected to the present terms and conditions.

You acknowledge having read our privacy policy and declare to agree with it.

All information you provide during the registration process is regarded as confidential by the parties, as well as the non-public information provided to you as a result of the procurement of the service.

For an individual, you must be over eighteen years old to hire our services, for legal entities, the legal representative thereof shall execute the contract with general powers at least for administration, litigation and collection.

By subscribing this contract, you are declaring that all information provided is true and if applicable, that your powers to represent are not limited.

If you wish to celebrate more than one contract, you shall indicate so in the corresponding line. We reserve the right to occasionally modify the terms of the contract entered but in that case, you will have the right to terminate the contract, which had already been signed. In the event of any changes, you will be notified in advance what it is about and what the consequences are. If you do not cancel your contract, changes in question shall be deemed as agreed. In any case, clarification and client care forms, and customer care phones are available for its prompt resolution.

Our services are divided in two basic options to which you may subscribe:

1) The music service you hire in a non-exclusive basis and which any other third party may also hire. This is music that may serve as atmosphere for advertisements or promotional content, which belong to material in social networks, corporate videos, or any other non-massive media. You agree that in these instances the same music could serve as atmosphere for advertisements or promotional content of third parties.

When you hire the provision of services you are opening an account that grants you the right for using up to a determined number of musical contents according to your package, and your account has a counter that indicates how many musical contents have you downloaded.

The authors, who have placed the musical contents in the site, have declared under oath that they are the authors of the musical work that you are hiring and that the same does not encroach upon the rights of third parties. In the event that there were any claims from third parties claiming superior rights over the musical content, you hereby release Els Acords S.A. de C.V. from any possible liability, since the site is only a contact medium, but you preserve the right to repeat or claim the author of the music that has been the subject of the claim.

2) The musical service you hire on an exclusive basis, could be used for giving atmosphere to advertisement material or promotional material in massive media, such as movies, television, radio and internet massive campaigns, and once hired will be removed from the platform, so that no third party could hire the same musical service for its use in advertisement material or promotional material of this kind. It is worth mentioning that those who have previously downloaded the same musical piece by partial rights, may continue to use it in the media that the download permits, but shall not use it in massive media. In case you hire a work on an exclusive basis and you find some third party using the musical piece in massive media, you hereby release Els Acords S.A. de C.V. from any liability, since Els Acords S.A. de C.V. only serves as a contact medium, in good faith. Either way, you may file legal action against the third party using the musical piece in media which it was not hired for. Finally, if you are the one using the musical piece in a medium different from the one it was hired for, Els Acords S.A. de C.V. reserves the right to take legal action.

You then commit to use the musical pieces that you download, only in the specified media for each type of download. If you have any doubts you may freely contact us through the contact section available in this site.

Our associates, who are the ones that make our services available to the users, as well as the authors of the music they created, have declared under oath that they are the creators of the music placed in the platform, and that no third party rights are encroached upon, and that the authors have not granted authorization to any third party for using the same music that you are licensed to use according to the format of exclusive music. In the event that there were any claims from third parties claiming superior rights over the music you have hired, or use the same music that you have hired on an exclusive basis for two years, from this moment on, you hereby release Els Acords S.A. de C.V. from any possible liability, since Els Acords S.A. de C.V. is only acting as an intermediary but preserves the right to repeat or claim against the author of the music.

To perform the payment of the services you are hiring we shall request for you to provide payment information. Once the data is received we will proceed to automatically charge the subscription considering the type of service requested by you. You agree to the collection of the subscription with the provided information. If by any circumstance you shall not wish to continue with the services, you shall expressly cancel your subscription and the services already provided will be charged to you. Cancellations cannot be made before the end of the subscription period.

You agree and acknowledge not to authorize third parties to use the works you hire, for the right of use has been granted to you and it is direct, personal and nontransferable. If you are an innovation, advertisement, marketing or third party services agency, from the moment you hire the work you must state the name and address of the company which will be using the work, and you shall not use the work for another company not even in the event of a related company, without prior agreement.

You acknowledge that the right you are receiving does not authorize you for using the computer programs used in the platform.

You acknowledge as author of the works the person or persons listed in the credits. The author or authors of the work agree with the work being disclosed in the way you determine for commercial purposes of atmosphere or musical setting for advertisement or promotion of goods or services, provided that their authorship will be acknowledged without deforming, mutilating or modifying the work, nor making any action that causes demerit to the work or damages the reputation of the author or authors.

You acknowledge that in absence of express agreement on any item regarding the way of using the work, the provisions of the Federal Law of Copyright in force in Mexico shall apply.

When the work is used in advertisements or propaganda the author or authors authorize the omission of authorial credits during the use or exploitation thereof without implying a waiver of their moral rights.

You acknowledge and agree that the services hired may be provided by apps, internet sites or services provided by third parties that could have their own terms and conditions of use, releasing Els Acords S.A. de C.V. from any possible liability by acts of said third parties.

You are the solely responsible for the advertisement or promotional content to which the use of the hired works may be associated with, therefore Els Acords S.A. de C.V. does not take any liability on any act, opinion, or statement included while using the works.

You agree that if any third party files a claim against Els Acords S.A. de C.V. for the use of the works in their advertising or promotion, you shall bring Els Acords S.A. de C.V. in safe with no responsibility, and shall indemnify any fines or pay any damages and losses to which Els Acords S.A. de C.V. were sentenced, including fees, costs and expenses arising from the claim.

You agree receiving advertising and information related to the services that Els Acords S.A. de C.V. provides, as well as in relation to the new material and improvements available in the platform.

You commit not to use the works contracted through this platform to advertise, promote, or distribute offensive, pornographic, abusive, defamatory or obscene material, or material that could be construed as promoting illegal acts of any kind.

You are the solely responsible for requesting and obtaining licenses, permits and authorizations which may be required for advertising or promotion to be given the atmosphere by the works contracted through the platform.

You are the solely responsible for the use of intellectual property rights in the contents to which the contracted works are associated with, including without limitation the use of trademarks, slogans and works protected by copyright.

You agree that Els Acords S.A. de C.V. makes no warranty that the works contracted through this platform may generate income, sales, clients, good image nor any benefit nor that the use of the works may not generate criticism or adverse comments even for its quality or content, as Els Acords S.A. de C.V. makes no warranty of adequacy for a particular purpose.

You acknowledge and agree that the author of the works may in the future incorporate modifications and adaptations to the same and that you have no right to use such modifications or adaptations, that the author or else Els Acords S.A. de C.V. may grant to third parties the right to use said works with their modifications or adaptations.

Unless there is a signed document separately between you and Els Acords S.A. de C.V. these terms and conditions constitute the only agreement of wills between the parties.

If by any reason any provision of these terms and conditions is deemed invalid by a competent judicial authority the parties agree to maintain the validity of the remainder of the present.

If by any circumstance Els Acords S.A. de C.V. does not exercise any of the rights that may have, the parties agree that such right and the remaining rights that Els Acords S.A. de C.V. would have are not to be lost.

For all matters concerning the interpretation and fulfillment of this contract you agree to subject to the applicable laws of Mexico, and the relevant Federal Courts based in Mexico City, Federal District.

If you wish to receive the terms and conditions and the details of the contracted work signed by a legal representative of Els Acords S.A. de C.V. you may print the document in duplicate, sign both documents and send them to the following address.

Av. Ejército Nacional 613. Interior 204. Colonia Granada. Delegación Miguel Hidalgo. Area Code 11520. Ciudad de México.

We will send you a signed copy to the address indicated in the same document you sent us, shall you pay the postage or shipping cost.

Thank you for agreeing to our terms and conditions.