Tier A

Blanket License Agreement

Standard Terms & Conditions

In consideration of the sum specified above and upon receipt of payment thereof, Licensor hereby grants the Licensee only the non-exclusive right, license, privilege and/or authority to synchronize the Licensed Music. Terms and conditions listed above of this license shall supersede any of the terms listed below.

1. Licensor represents and warrants that it has the full right, power and authority to make this agreement and to grant the rights granted herein and that it will be solely responsible for any and all payments to third parties, under its respective agreements with such third parties, including without limitation composer(s), artist(s) and producer(s). Licensor agrees that it will only provide to Licensee non-exclusive Licensed Music via Licensor’s website.

2. Licensor represents and warrants that the Licensed Music is 100% original in all respects; that it, nor any part thereof, is taken from or based upon any other musical, dramatic or other material; that it in no way infringes upon the copyright or any other right of any other person, firm or corporation; and that the use of the Licensed Music by Licensee in any form whatsoever will not in any way directly or indirectly infringe upon the rights of any person, firm or corporation whatsoever.

3. The Licensor warrants only that it has the legal right to grant this license, and this license is given and accepted without other warranty or recourse. If said warranty shall be breached in whole or in part with respect to any or all of said Licensed Music, Licensor’s total liability shall be limited either to repaying to Licensee the consideration theretofore paid under this license with respect to such Licensed Music to the extent of such breach or to holding Licensee harmless to the extent of the consideration theretofore paid under this license with respect to such Licensed Music to the extent of said breach.

4. This license shall run to Licensee its successors and assigns, provided Licensee shall remain liable for the performance of all of the terms and conditions of this license and provided further that any disposition of the Production shall be subject to all the terms hereof, and Licensee agrees that all persons, firms or corporation acquiring from Licensee any right, title, interest in or possession of the Production shall be notified of the terms and conditions of the license and shall agree to be bound thereby.

5. This license is granted for the any Production created while Licensee’s contract is active. Unless expressly limited herein, any synchronization license shall be in perpetuity or otherwise for the life of the musical composition copyright, and any master use license shall be in perpetuity or otherwise for the life of the sound recording copyright.

6. The right and license to synchronize Licensed Music into Production(s) and the right and license to exploit music from the Licensor’s catalog in Production(s) are conditioned upon the accurate reporting of Licensed Music uses to the appropriate performing rights societies (for Productions that require performance licenses). Additionally, Licensee acknowledges that although Licensee’s obligation to pay commences with its synchronization of Licensed Music into Licensee’s Production, this license will take affect only when full payment for such use is received by the Licensor. Once payment is received, this document shall serve as Licensee’s license.

7. Public Performance Rights. Any public performance of Licensed Music from the Licensor’s catalog in the Productions requires that a performance license be obtained either from the Licensor for a separate fee or from the appropriate performing rights society or societies. Licensee warrants that the appropriate licenses from the performing rights societies in the United States and/or Canada will be or have been obtained and that foreign broadcasts shall be covered under the customs and practices of the local performing rights societies in each country where the Production is broadcast.

8. Licensee agrees to defend, indemnify and hold harmless the Licensor and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees), resulting from or arising out of a) your use and access of the Licensed Music, by you or any person using your account and password, or b) a breach of the terms stated in this agreement.