Introduction

This website is provided by and owned by SonicAngel, a division of GleChar Music Ventures, a limited company under Belgian law with registered office at 2230 Herselt, Aarschotsesteenweg 45, registered with the Crossroads Bank for Enterprises (KBO) under number 808.685.238., Antwerp Registry of Legal Entities, VAT No. BE 0808.685.238.

Use of the WebSite is subject to these Terms and Conditions of Use. By visiting and using the WebSite you, as User, accept these conditions in their entirety.

By registering as a Member, a Fan or an Artist, a User may make more extensive use of this WebSite, subject to additional special conditions.

• 1. Definitions
• 2. General Terms and Conditions of Use
• 3. Special Terms and Conditions of Use for 'Artists'
• 4. Special Terms and Conditions of Use for 'Fans'
• 5. Privacy Clause

1. Definitions

This section defines the core concepts used elsewhere in the Terms and Conditions of Use. In addition, these words are always reproduced in these conditions with an initial capital letter.

Artist
- each Member who registers on the WebSite and agrees to the "Special Terms and Conditions of Use for Artists", specifically related to these regulations.

Limited Profit Sharing
- the right granted to a Fan who has purchased FanShares to share in any profits realised by the relevant project of the specific Artist supported, according to a specific distribution formula.

Visitor
- each person who visits the site without registering or logging in.

Fan
- each Member who registers on the WebSite and agrees to the "Special Terms and Conditions of Use for Fans", specifically related to these regulations.

Funding
- the transaction whereby a Fan, by purchasing FanShares and/or other products and services, supports a particular Artist with the aim of establishing a project.

Credits
- the virtual "currency" used on the WebSite for the purchase of FanShares, other Funding packages and/or merchandise. "Credits" may be purchased by all Members and are retained in "virtual Fan accounts"

Funding Period
- the total period of time during which Fans have the option of supporting a specific project of a specific Artist by means of Funding.

User
- each person who visits the WebSite, regardless of the status (Visitor, Member, Fan, Artist) of that person.

Users Works
- Texts, logos, drawings, photographs, illustrations, images, sounds, audio files, video files, audiovisual files and other data and information placed by Users onto the WebSite; as well as data such as email addresses submitted by Users.

Selected Artist
- each Artist retained by SonicAngel and offered for "Funding" to the Fans.

Member
- each person who registers on the WebSite without opting for the status of "Fan" and/or "Artist", and as such acknowledges the General Terms and Conditions of Use.

Registration
- the transaction, made by Visitors, whereby the Visitor registers and thus makes known his/her name and email address.

SonicAngel
- The division of the limited company under Belgian law, GleChar Music Ventures NV, with registered office at 2230 Herselt, Aarschotsesteenweg 45, Crossroads Bank for Enterprises no. 0808.685.238.

FanShare
- The expression of support to Artists made by Fans by means of the payment of a unit price as explained on the WebSite. The acquisition of a FanShare gives the Fan the following rights:

• (1) free download of the track or album of the Artist to which the FanShare relates.
• (2) Membership in the Fan club of the Artist being supported;
• (3) access to exclusive "behind the scenes" content about the Artist, and
• (4) Limited Profit Sharing.

WebSite
- All content offered via the "domain name" "SonicAngel.com", whereby the "top level domain" ".com" may vary (such as ".be", ".eu"É), and the "subdomain" "www" may vary (such as actions.SonicAngel.com)

WebSite owner
- SonicAngel, a division of GleChar Music Ventures NV.

Works
- Works that are offered on the website for downloading, including audio files, video files, audiovisual files, text files with photos, logos, drawings, photographs, illustrations, sounds, images

2. General Terms and Conditions of Use

2.1. Declaration of agreement

This WebSite is an initiative of GleChar Music Ventures NV, Aarschotsesteenweg 45, 2230 Herselt, Belgium, VAT No. BE 0808.685.238, Antwerp Registry of Legal Entities, Tel. +32 471 73 31 72, info@SonicAngel.com (hereinafter the "WebSite owner").

The User of the Website declares that he has acquainted himself with and agrees to the following General Terms and Conditions of Use:

2.2. Content and presentation of the WebSite

The WebSite is an original creation, the content, lay-out and structure of which are protected by intellectual property rights and/or other rights. In addition, the Works present on the WebSite (such as texts, logos, drawings, photographs, illustrations, images, sounds, audio and video files) are protected by intellectual property rights and/or other rights.

2.2.1. Works offered for download

Works offered for download on the WebSite are offered at the price stated on the WebSite. Upon receipt of payment for downloading a Work, SonicAngel grants the User rights which are

• limited,
• worldwide,
• non-exclusive,
• non-transferable and,
• may not be sublicensed,

The Terms and Conditions of Use allow the User to download the Work and then to use it and reproduce it on any device (except on the internet, intranet and any other network that is accessible to persons other than the User, with the exception of so-called home networks) provided that the use is limited to:

• private and non-commercial purposes
• the purposes for which it was offered on the WebSite; for the duration of copyright in the relevant Work under Belgian law.
• any other use that does not require exclusive permission from the owner of the rights, subject to compliance with all applicable statutory provisions of Belgian law, such as, for example, for educational purposes.

Any use and any reproduction for non-private and/or commercial purposes and/or for purposes for which the Work has not been offered on the WebSite, any communication to the public, adaptation, adjustment, alteration, filming, making of graphics, photographs or drawings, translation, provision, utilisation, distribution, commercialisation, possession or offering for commercial purposes, marketing, sales, circulation, rental, lending out, integration into another website or other medium, reverse engineering or disassembly of a Work, in whole or in part, in any form, manner or medium whatsoever, without the prior express written permission of the WebSite owner, is prohibited.

2.2.2. Works and data entered or uploaded by the User

When a User submits or uploads a Work or data (such as names and email addresses of himself or other persons) to the WebSite (collectively, the "User's Work(s)"), the following provisions apply:

- The User grants to the WebSite owner without any compensation, for the duration of their provision, a non-exclusive, revocable right to use the User's Work in whole or in part, in any form, manner and on any medium whatsoever (including the WebSite), to use, reproduce, communicate to the public, film, make pictures, photographs or drawings of it, translate, make available, including the provision by wire or wireless, such that the Members of the public at a time individually chosen by them have access to it, or otherwise to incorporate it into the WebSite or another website or other medium.

- A User not retained as a Selected Artist may, at any time, (have) remove(d) the Works made available by him. For this purpose, the User sends an email to info@SonicAngel.com, with the subject "Removal of Works". This is the sole responsibility of the User. The WebSite owner cannot in any way be liable to the User or any third party for failure to (have) remove(d) Works.

SonicAngel has the right to remove content in the event of suspected infringements. If SonicAngel is informed or otherwise becomes aware of an alleged breach of an (intellectual) right of a third party, SonicAngel has the right to remove the Works (content) on its own initiative without any compensation of any kind being due. SonicAngel is also not obliged to monitor content posted by the User. In none of these cases is SonicAngel obliged to pay compensation. Any damage that would result from these violations cannot be recovered from SonicAngel.

SonicAngel cannot not be held liable in case third parties unlawfully make use of (parts of) the content posted by the User.

2.2.3. Brands and names

Brands and names listed on the WebSite, such as personal, product, trade and company names, are legally protected and may not be reproduced or otherwise used by the User without written permission from the WebSite owner.

2.2.4. Hyperlinks on/to the WebSite

Websites to which hyperlinks can be made from the WebSite are not monitored by the WebSite owner and the WebSite owner cannot be held liable for any improper, unlawful or illegal content on those websites or for hyperlinks on those websites themselves to other websites. The presence on the WebSite of hyperlinks to other websites in no way implies any approval or guarantee of quality on the part of the WebSite owner.

It is prohibited to do any of the following to a website without the prior express written permission of the WebSite owner:

• (1) to make a deep link to compressed content in .zip or a similar format on the WebSite, and
• (2) a framed link or inline link to (part of) the WebSite.

In every case of hyperlinking to (part of) the WebSite, when clicking on that hyperlink, the web page containing the hyperlink must disappear completely and the full URL of (the part of) the WebSite must be clearly visible in the address bar.

2.3. Liability and authorised use

2.3.1. Liability of the WebSite owner

The WebSite owner is not liable for a typographical or any other fault, defect or error in connection with the content of the WebSite. In no event shall the WebSite owner be liable for any direct or indirect damage, damage to hardware or equipment, loss of data, loss of profits or revenues, lost savings, customers or business opportunities, damage to image or reputation and moral damage. The liability of the WebSite owner in connection with a downloaded Work is limited to the price the User has paid for that Work and the total, aggregate liability of the WebSite owner for all Works downloaded by the user is limited to 500 EUR (five hundred euros).

2.3.2. Liability of the User

The User is responsible for the security and the making of back-ups of a Work that he has downloaded from the WebSite. If a Work that the User has downloaded from the WebSite has been damaged or lost, the User must download it again for a fee. The User is solely responsible for the User's Works, his use of the WebSite, submitting and uploading and if necessary removing (having removed) the User Works.

2.3.3. Prohibited use of the WebSite

The User shall not use the WebSite and User's Works (including submitting or uploading of Works or data onto the WebSite) in a manner which could compromise the security or integrity of the WebSite and the WebSite owners' IT system or contains viruses, trojans, worms, spyware, malware, and the like.

2.3.4. Prohibited Content

The User agrees not in any way to create content that is harmful, obscene, discriminatory, hateful, racist, libellous, defamatory, harassing, offensive or otherwise inappropriate, illegal or unlawful. The WebSite owner is under no obligation to monitor the User Works. The WebSite owner will nonetheless always have the right to immediately terminate or remove prohibited use/content, without any notice and without any form of compensation or other redress from the User. The WebSite owner has the right at all times to temporarily or permanently deny users who fail to respect the provisions concerning permitted use and content of access to the WebSite or parts thereof.

If a third party requests the WebSite owner to provide certain personal data, content or Works in possession or control of the WebSite owner in connection with an alleged illegal or otherwise unlawful act by the User and/or the WebSite owner or an alleged breach by the User and/or the WebSite owner concerning

• (1) any intellectual property or other right in connection with the User's Works,
• (2) Prohibited Use/Content, or
• (3) a legal or contractual obligation,

the WebSite owner may provide that third party with these personal data, content or Works, even if the third party is located outside the European Union.

2.4. Duration, termination, changes to conditions

This agreement is concluded for an indefinite period of time and can be terminated by each of the parties immediately through the removal of the User's account and data. This is subject to the provisions of the Special Terms and Conditions of Use for Fans and the Special Terms and Conditions of Use for Artists.

The WebSite owner reserves the right to unilaterally change provisions in these Terms and Conditions of Use. In that case, the amended provisions apply from the time that they are online.

2.5. Electronic payment and invoicing

When the User purchases Credits, he gives the WebSite owner consent to obtain the prior approval from the issuer of his Credit card and directly or by third parties to carry out any investigation that the WebSite owner considers necessary to validate the User's Creditworthiness. On request of the User by e-mail to sales@SonicAngel.com along with all the information required to issue an invoice, the WebSite owner, after receiving the payment, shall deliver to the User an invoice in electronic format.

2.6. Other provisions

When ordering a Work in digital form, the user does not have a right of withdrawal under Article 46 of the Law of 6 April 2010 concerning market practices and consumer protection.

The User warrants that he has the right to conclude this agreement. If the User is a minor, he guarantees that he has the permission of his parents or guardian to conclude this agreement.

The WebSite owner may transfer this Agreement or any of his rights and obligations under this Agreement in whole or in part to any third party whatsoever without the consent of the User.

If a provision of this agreement is or becomes unlawful, illegal, invalid or unenforceable, then this will not affect the legitimacy, legality, validity or enforceability of the other provisions.

2.7. Dispute resolution

This agreement and the use of the WebSite are governed exclusively by Belgian law. Any dispute regarding this agreement or the WebSite will be settled exclusively by the courts of Antwerp, Belgium.

3. Special Terms and Conditions of Use for "Fans"

3.1. Definition of the concept "Fan"

A "Fan" is any person who registers on the WebSite ("becomes a Member") and during this Registration process (or at any time after Registration) identifies himself as a "Fan". This Registration is considered as an agreement to the General Terms and Conditions of Use and the "Special Terms and Conditions of Use for Fans".

3.2. Limited rights associated with "Fan" status

A Fan* is entitled to proceed to "Funding" of one or more projects of one or more "Selected Artists" by purchasing one or more products and/or services that SonicAngel creates to support Artists.

Payment for these purchases can be made by means of "Credits". 1 Credit costs 1 euro. Credits purchased are added to the "virtual account" of the Fan. The Credits purchased can be used as seen fit to acquire FanShares and/or other products and/or services, including merchandising.

After receipt of payment for the purchase of a product and/or service and/or a FanShare, SonicAngel grants the User usage rights that are

• limited (private and non-commercial),
• worldwide,
• non-exclusive,
• non-transferable and
• may not be sublicensed.

The acquisition of a FanShare by a Fan is subject EXCLUSIVELY to the following rights:

• (1) free downloading of the album of the project which the FanShare has helped to produce and which, thanks to the support of the Fan, can be accomplished by the Artist and/or his producer
• (2) membership in the Fan club of the Artist being supported;
• (3) access to exclusive "behind the scenes" content about the supported Artist, and
• (4) Limited Profit Sharing.

The acquisition of a FanShare under no circumstances gives the Fan:

• a say in the production and operation
• rights as co-producer
• all other rights and ancillary rights attached to the status of producer (and all persons with similar status).

*Until further notice, the possibility of acquiring FanShares is limited to residents of Belgium.

3.3. Limited Profit Sharing: payment periods and formula for distribution

If a project that has been achieved is profitable, SonicAngel will pay a Limited Profit Share to holders of the FanShares for the relevant project. The following provisions apply in this case:

1. album turnover: the proceeds from sales of physical copies of the album in CD-format and digital sales thereof via download in MP3 format and/or Advanced Audio Coding (AAC) format, to a quality which conforms with the prevailing market practices, (excluding all other income, including but not limited to streaming and making their works available to the public in such a way that Members of the public may access them at a time and place individually chosen by them, ancillary rights under secondary operations collected and distributed by management companies, fair compensation,...)

2. album cost: the costs which arise from the realisation, production and reproduction of an album, the making of the album's artwork, video production for promotional support, the mechanical copyright, recording costs, studio costs, fees for producers, mastering, and distribution.

3. Profit: album turnover minus the album cost.

Distribution of profits takes place twice a year, on 1 April and 1 September. Occasional delays in the distribution of profits cannot give cause for any claim on behalf of the owners of FanShares, provided that such delay does not exceed 20 working days.

The limited profit share takes place according to the following formula:

Number of shares bought by Fan
Total amount of Funding

x Profit

If a project fails to reach full Funding during the Funding Period, SonicAngel has the right to abandon the realisation of that project. In such a case, the Credits that have been put in by Fans for FanShares are transferred to the virtual account of the respective Fan, so that they again become available. In the event of an unrealised project, if a Fan wishes to terminate his/her support, he/she can recover the remaining Credits. To that end, the Fan should send an email with a request for reimbursement to sales@SonicAngel.com. As part of this request, the Fan should give the account number to which the repayment can be made.

4. Special Terms and Conditions of Use for "Artists"

4.1. Definition of the concepts of "Artist" and "selected Artist"

An Artist is any person who registers on the WebSite ("becomes a Member") and during this Registration process (or at any time after Registration) identifies himself as an Artist. This Registration is considered as an agreement to the General Terms and Conditions of Use and the "Special Terms and Conditions of Use for Artists".

Registration as an Artist does not bind SonicAngel in any way to any action whatsoever, with the exception of the fulfilment of the applicable General Terms and Conditions of Use.

A "Selected Artist" is any person who registers on the WebSite ("becomes a Member") as an Artist and is selected by SonicAngel for Funding. SonicAngel reserves the right to carry out this selection at their own discretion and may not at any time be held to account by third parties for this selection. No communication is conducted about the selection procedure and outcome.

4.2. Minimum delivery

Each Artist guarantees to supply minimum content for use by SonicAngel to facilitate communication with visitors to the WebSite. "Content" shall include all texts, video, audio, photographs and related materials. The Artist is free to modify or delete this content at will. If this content is not in accordance with these conditions and/or if suspicion is aroused to that effect, SonicAngel has the right to remove content without prior warning. The content is presented in profile pages, the design and layout of which is determined by SonicAngel. The Artist may under no circumstances make changes to this layout. The Artist has 5 working days from the date of creation of the profile to supply the minimum content. Minimum content means:

• at least 1 audio file,
• at least 1 photograph and/or logo,
• a biography that is at least 250 characters long.
• ink to profiles on social networks and/or Artist websites, if they exist.

The inclusion of commercial banners and/or third party advertisements (such as Google AdWords) in the profile is not allowed.

The Artist gives SonicAngel permission to generate statistics from the activities of the Artist on social networks like Facebook, Netlog or Twitter, and undertakes to integrate the applications that SonicAngel has developed for this in the necessary places. On simple request by email to support@SonicAngel.com the Artist will receive instructions about how to implement this integration.

If an Artist removes the Content, this is regarded without any further communication as abandonment of the Membership as an Artist. Artists selected for Funding "see 4.4." may not remove the content they have posted on their profile. Modifications are allowed. 4.3. Minimum rights of "Artists" The Artist grants to the WebSite owner without any compensation, for the duration of their provision, a non-exclusive, revocable right to use the Work in whole or in part, in any form, manner and on any carrier whatsoever (including the WebSite), to use, reproduce, communicate to the public, to film, make pictures, photographs or drawings of it, to translate, make available, or otherwise to incorporate it into the WebSite or another website or other medium, as a function of whether or not the Artist is selected as a Selected Artist.

The Artist warrants that he/she is entitled to grant the aforesaid rights and that the User's Work, the submission or uploading thereof and the granting of the aforesaid rights do not constitute infringements of any intellectual or industrial property rights, privacy rights, image rights or any other rights of any third party. If, in this connection, a third party makes a claim for payment or brings an action against the WebSite owner for an alleged infringement of any rights of that third party, then the Artist, on the first request by the WebSite owner and at his own expense, will provide to the WebSite owner all information and assistance and support (including voluntary intervention in negotiations, mediation or proceedings) which enable the WebSite owner to mount an optimal defence, and to fully compensate the WebSite owner for any fees, fines, costs and other damages whatsoever (including fees and expenses of lawyers and experts) relating to or arising from any such claim or action.

SonicAngel can take Content provided by the Artist offline and stop it without compensation in case of alleged infringement

4.4. "Selected Artists" and "Funding"

SonicAngel will make a selection at its own discretion of one or more Selected Artists. The Selected Artists acquire the right to offer a project defined by SonicAngel (e.g. "Production of a single" versus "production of a full album") for "Funding" for a period of 3 months from when? (possibly extendable by the WebSite owner) using the specific locations on the WebSite in a way that allows Fans to support the Selected Artist by purchasing FanShares and/or products and/or services. Or can those FanShares not yet be bought at this stage? SonicAngel reserves the right to define, modify, extend or terminate these products and services, without having to communicate with others.

If SonicAngel proceeds to offer a project of the Selected Artist for Funding, then to that end and prior to the same occurring, an Artists and release agreement shall be concluded between the parties subject to successful Funding being attained.

4.5. "Funding" restrictions

In selecting an Artist as a "Selected Artist", SonicAngel is only expressing the intention to grant him/her the opportunity to be supported by "Fans" through the WebSite by means of the "Funding" which is provided.

"Funding" is characterised by a "minimum amount" and a "Funding Period". SonicAngel determines what amount needs to be collected within a period of 3 months. SonicAngel is at liberty to modify the amounts and the period at its discretion if the business or marketing conditions for the specific project so require.

If, towards the end of the Funding Period, the minimum amount has not been attained, the Selected Artist's project is not progressed. Owners of FanShares for the relevant project will be informed of this by e-mail. The used Credits are refunded to the "virtual account" of the Fan and can be reused.

4.6. "Funded project"

Once a project by a "Selected Artist" with support of Fans has collected the minimum amount, the "Selected Artist" acquires the right to have this project implemented under the management and authority of SonicAngel.

The implementation of the project begins as soon as the Selected Artist and SonicAngel have concluded the necessary agreements in this context. These agreements are not subject to these Terms and Conditions of Use and are not communicated on the WebSite.

SonicAngel has the right to allow the implementation of a project to take place at a time chosen by SonicAngel as a function of business and marketing conditions.

5. Privacy Clause

5.1. Collection of personal data

SonicAngel is the party responsible for the processing of personal data in the meaning of the Act of 8 December 1992 for the protection of privacy in relation to the processing of personal data. Personal data are handled with care. Information about the privacy policy and the processing of personal data relating to you via this website can be obtained through the contact details. Visitors can opt to sign on as a Member, a Fan or an Artist. This option is required in certain cases, to gain access to certain parts of the WebSite or to perform a certain activity on or in connection with the Website.

In such cases the Visitor must provide certain personal data (such as the User's email address) or the WebSite owner needs to collect certain electronic data from the Visitor (such as the User's IP address). This could be the case, for example, if a User wishes to register or log onto the WebSite, wishes to download a Work or would like to contact the WebSite owner. If these personal data are not provided, no access can be obtained to the relevant section of the WebSite or the relevant activity or it will not be possible to carry out the same.

The WebSite owner undertakes to comply with the Act of 8 December 1992 for the protection of privacy in relation to the processing of personal data, as amended by the Act of 11 December 1998 ("Privacy Act") and with the Act of 11 March 2003 on certain legal aspects of information society services ("the e-Commerce Act").

5.2. Purposes

When a User enters personal data on the WebSite, he gives his permission to the WebSite owner to process these for the purposes set out below. If these personal data are those of a person other than the User in question, the User warrants that he is entitled to grant such permission in the name of that other person.

The personal data supplied by the User are processed, as appropriate, for the following purposes:

• to provide the User access to the relevant part of the Website or to allow him/her the use thereof,
• to enable the User to download and pay for a Work, the delivery of the requested Work or the requested information, service or activity,
• to reply to any message recorded by the User or other communications related to the WebSite,
• the implementation of the agreement between the WebSite owner and the User,
• statistical analyses and/or keeping the User informed of initiatives and activities of the WebSite owner or of business partners and organisations to whom the personal data may be transferred (direct marketing).

5.3. Use by third parties

The personal data may only be disclosed to business partners and organisations with which the WebSite owner or an entity of the WebSite owner's group cooperates, or in case of a legal obligation or a request from the police or judicial authorities. The User may exercise his legal right of access, rectification and opposition to the use of direct marketing free of charge by sending a written, signed and dated request, along with a copy of both sides of his ID card, addressed to the WebSite owner by ordinary post to

GleChar Music Ventures NV,
Aarschotsesteenweg 45,
2230 Herselt,
Belgium

or by email to

info@SonicAngel.com.

In the case of an electronic identity card, a printout of the contents of the chip or an official certificate of residence is required.

5.4. Cookies

The WebSite makes use of "cookies", small electronic files which are placed on the hard disk of the User's computer, with the sole aim of executing or facilitating the sending of a communication via an electronic communications network or to deliver a service of the IT company explicitly requested by the User of the WebSite, including to register the User's acceptance of the general Terms and Conditions of Use, to record the User's choice of language during a browser session and to record that the User has made a payment. The User can set the "web browser" up in such a way that it provides information about the receipt of a cookie or to allow for the possibility of refusing the placement of a cookie. The User should be aware, however, that refusing cookies may result in some parts of the WebSite not functioning correctly or being inaccessible or a Work or information, service or activity that is requested not being delivered.

6. Partners

6.1 iTunes Logo

iTunes is for legal or rightholder-authorized copying only. Don't steal music.