Please review our licensing terms as it applies to you when downloading any content from our website.

Overview

It is important you understand what you can and cannot do when using our material in your content. By downloading our content you agree with the following:

• You can only use our content for streaming and download only. This excludes broadcasting on television, and radio. if you wish to use our content for broadcast, please contact us directly for a separate broadcast license.
• You cannot transfer your license to anyone else, for use in other products than your own. In case you sell your content that includes our material, the new owner is allowed to use our material only in the content that was sold and does not retain any other usage rights.

Our License Agreement

1. Licensor grants to Licensee the non-exclusive rights set forth on Exhibit “A” attached hereto and incorporated

by this reference for the exploitation and other use of the musical composition(s) listed on Exhibit “A” (each, a “Composition”) in

and in connection with the promotional program set forth in Exhibit A (the “Program”) pursuant to the terms set forth in Exhibit

“A”. All expressions used herein, unless separately defined, shall have the meaning given to them in Exhibit A. Where multiple

musical compositions are being licensed hereunder, the singular term “Composition” shall refer to each musical composition

being licensed. With respect to any musical composition licensed hereunder in which the rights that are the subject of this

agreement are owned or controlled by Licensor only in part, the term “Composition” shall only refer to that portion of the

composition in which such rights are owned or controlled by Licensor.

2. This agreement does not authorize any use of the Composition that is not set forth in this agreement. All rights

not expressly granted in this agreement are reserved by Licensor.

3. To the extent, if at all, that Licensee accords credit to other third party licensors granting rights to incorporate

musical compositions into the Event Recording(s) used via one or more Platforms in connection with the Program, Licensee

shall accord credit to Licensor (in substantially the form set forth in Exhibit A) in connection with the use of the Event

Recording(s) on such Platforms for which credit was given to such other licensor(s), in a size, style and prominence that is

substantially similar to the credits accorded to such other licensor(s). The inadvertent failure by Licensee to comply with the

foregoing credit obligation shall not be a breach of this agreement, but Licensee shall use commercially reasonable efforts to

cure such failure after Licensor provides Licensee with written notice of such failure.

4. Licensor represents and warrants that: (i) it has the legal right and power to enter into and fully perform this

agreement and grant the rights granted in this agreement; (ii) its execution and performance of this agreement will not violate

any third-party rights, the provisions of any agreement to which it is a party, or any applicable law; (iii) the Composition and the

use thereof in accordance with this agreement will not violate any law or infringe upon the rights of any third party (including,

without limitation, copyrights, trademark rights and rights of publicity and privacy); and (iv) as between Licensor and Licensee,

Licensor shall obtain any and all necessary licenses and consents from, and pay all royalties and other applicable amounts to,

any and all applicable songwriters and/or other third parties who are entitled to a royalty arising directly from the permitted

exploitation of the Composition hereunder. Licensor shall indemnify, defend and hold Licensee and the Sponsor(s), and their

respective parent companies, subsidiaries, associated or affiliated companies, successors, predecessors and assigns, and each

of their respective officers, directors, employees, licensees, agents, subcontractors and attorneys harmless of, from and against

any and all liabilities, losses, damages, claims and expenses (including, but not limited to, reasonable outside attorneys’ fees

and court costs, whether or not litigation is actually commenced) arising from or in connection with any third-party claim relating

to a breach of Licensor’s covenants, obligations, representations and/or warranties set forth in this agreement.

5. Licensee represents and warrants that: (i) it has the legal right and power to enter into and fully perform this

agreement; and (ii) its execution and performance of this agreement will not violate any third-party rights, the provisions of any

agreement to which it is a party, or any applicable law. Licensee shall indemnify, defend and hold Licensor, its parent

companies, subsidiaries, associated or affiliated companies, successors, predecessors and assigns, and each of their

respective officers, directors, employees, licensees, agents, subcontractors and attorneys harmless of, from and against any

and all liabilities, losses, damages, claims and expenses (including, but not limited to, reasonable outside attorneys’ fees and

court costs, whether or not litigation is actually commenced) arising from or in connection with any third-party claim relating to a

breach of Licensee’s covenants, obligations, representations and warranties set forth in this agreement. Except as otherwise

set forth herein, Licensee makes no warranty or representation, express or implied, to Licensor.

6. No failure by Licensee to perform any of its obligations hereunder shall be deemed a breach hereof unless and

until Licensor has given written notice of such failure to Licensee and Licensee does not cure such failure within thirty (30) days

after receipt of such notice. The rights and remedies of each party in this agreement are not to the exclusion of any other rights

or remedies of such party, and each party may decline to exercise one or more of its rights and remedies as it may deem

appropriate without jeopardizing any other of its rights or remedies. Notwithstanding anything in this agreement, each of the

parties may at any time exercise any right it now has or at any time hereafter may be entitled to as a member of the public as

though this agreement were not in existence. All parties agree that Licensee’s judgment with respect to matters affecting the

Program and the marketing and promotion thereof shall not be subject to dispute by Licensor. Nothing contained in this

agreement obligates Licensee to use any Composition(s) or other materials in or in connection with the Program or otherwise.

7. Licensor’s rights and remedies in the event of a breach of this agreement by Licensee shall be limited to

Licensor’s right, if any, to recover damages in an action at law, and in no event shall Licensor be entitled by reason of any

breach of the agreement or otherwise to enjoin, restrain or seek to enjoin or restrain the Program, use of the Composition(s) or

any activities related to any of the foregoing. Neither party hereto will be liable to the other party for any indirect, incidental,

consequential, punitive or special damages, arising out of or related to this agreement, including damages for loss of business

profits, business interruption, loss of business information, and the like, even if such party has been advised of the possibility of

such damages.

8. This agreement is binding upon and shall inure to the benefit of the respective successors, licensees and/or

assigns of the parties hereto. Producer may assign its rights and obligations hereunder in whole or part to any Sponsor(s), and

each party hereto may assign its rights and obligations hereunder in whole or part to any parent, subsidiary or affiliate, or to any

person or entity acquiring all or a substantial portion of the assets or business of such party, and such rights and obligations may

be further assigned by any assignee thereof under similar circumstances; provided, however, that the assigning party shall

remain secondarily liable for its obligations hereunder. Except as expressly set forth in this agreement, this agreement shall not

be deemed to give any right or remedy to any third party. In entering into this agreement, Licensor and Licensee will have the

status of independent contractors. Accordingly, there is no joint venture, partnership, agency or fiduciary relationship existing

between the parties, and the parties do not intend to create any such relationship by this agreement.

9. All notices to be sent to a party hereunder shall be addressed to such party at the address set forth on the first

page hereof or at such other address as such party shall designate in writing from time to time. All notices under this agreement

must be in writing in order to be effective, and shall be deemed to have been duly given or made: (i) on the date delivered in

person, or (ii) if sent by Federal Express, U.P.S. Next Day Air or other internationally recognized overnight courier service or

overnight express mail, with service charges or postage prepaid, on the next business day after delivery to the courier service or

express mail service (if sent in time for and specifying next day delivery).

10. This agreement shall constitute a binding and enforceable agreement embodying the entire agreement of the

parties hereto with respect to the subject matter hereof, and no modification, amendment or waiver of any provision hereof shall

be binding unless confirmed by a written instrument signed by each party hereto. If any term of this agreement or any

application thereof is determined, by any legally constituted body having jurisdiction to make such determination, to be illegal,

invalid or unenforceable, the remainder of this agreement and any other application of such term or provision shall not be

affected thereby, and such illegal, invalid or unenforceable provision shall be reworded, if possible, so as to make it legal, valid

and enforceable. 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 intended to be performed entirely in that state. Any disputes between the parties

hereto arising out of or relating to this agreement shall be subject exclusively to the jurisdiction of the state and federal courts

sitting in Los Angeles, California.