Legal Information

SOUNDTRACK MUSIC LICENSE AGREEMENT

THIS IS A LEGAL AGREEMENT (THE "AGREEMENT") BETWEEN LICENSEE AND MICAH DAHL ANDERSON LLC. THIS AGREEMENT APPLIES TO LICENSES ISSUED VIA THE WEB AND VIA LOCAL SALES REPRESENTATIVES, AND IS APPLICABLE TO ONLINE, DIGITAL AND PHYSICAL DELIVERY OF LICENSED MATERIAL.

1. Definitions. The following terms have the stated meanings:

"Audio Products" means any product in any format or media now known or hereafter devised, embodying the Licensed Material alone, including, without limitation, compact discs (CDs), cassettes, phonograph records and digital downloads.

"Breach" means any breach of, or failure to comply with, any representation, warranty, covenant or agreement made or undertaken in this Agreement.

"Broadcast" means to cause or permit others to cause the performance, telecast, broadcast, transmission, streaming, exhibition or distribution of the Synchronized Licensed Material.

"Collection Societies" means any performing, mechanical, or other rights society (e.g., ASCAP, BMI, SESAC, SOCAN, SACEM, MCPS, PRS, PPL, GEMA, GVL, SGAE, AIE) that collects and administers royalty payments on behalf of music publishers, writers and performers.

"Copy" means to duplicate or otherwise make copies of the Work solely for the purpose of Broadcasting the Work.

"Edit" means use by Licensee of less than an entire Master, including the editing, looping, enhancing or modifying of the Master, provided that any such change (i) shall not alter the fundamental character of the portion of the Master being used, and (ii) shall not give rise to any ownership rights or claims, including copyright, on the part of Licensee in or to the resultant edited recording or composition.

"Licensed Material" means the sound recordings (the "Masters") and musical compositions, including lyrics, embodied on the Masters (the "Compositions") offered for licensing by Micah Dahl Anderson LLC. and selected for use by Licensee (such Masters and Compositions so selected, collectively the "Licensed Material"). Any reference to the Licensed Material shall be to each part of the Licensed Material and also to the Licensed Material as a whole.

"Licensee" means the person or entity purchasing a license hereunder and, if specifically identified during the purchase process or set forth in the invoice, also means the person or entity on whose behalf the license is purchased.

"Media" means, unless otherwise stated in the Rights and Restrictions, any and all media, now known or hereafter devised.

"Rights and Restrictions" means the information: (i) accompanying the Licensed Material on any website where the Licensed Material is offered for licensing (including all areas of the purchase process); (ii) in any invoice or order receipt; and (iii) in any other written communication accompanying the Licensed Material. Such Rights and Restrictions may include, without limitation, a description of the Licensed Material, the permitted scope of use, any territory or other use restrictions applicable to the Licensed Material selected, and the corresponding price for the license of such Licensed Material. The Rights and Restrictions shall be incorporated into this Agreement and all references to the Agreement shall include the Rights and Restrictions.

"Synchronize" means to couple and/or synchronize, arrange, record, re-record, transcribe, modify or edit the Licensed Material solely in timed relation with the Use(s).

"Synchronized Licensed Material" means Licensed Material that has been coupled and/or synchronized, arranged, recorded, re-recorded, transcribed, modified or edited solely in timed relation with the Use(s).

"Term of Use" means the period of time identified in the Rights and Restrictions, during which time Licensee may exercise the rights granted herein.

"Territory" means worldwide unless otherwise stated in the Rights and Restrictions.

"Use" means the specific use identified in the Rights and Restrictions.

"Work" means the production or program embodying the Synchronized Licensed Material.

2. License Grant and Restrictions.

Micah Dahl Anderson LLC. grants to Licensee, for the Term of Use and in the Territory, a non-exclusive, non-transferable right to use, Edit and Synchronize the Licensed Material, and to Copy and Broadcast the Synchronized Licensed Material. All rights granted herein may be subject to rights held by Collection Societies.

Use of the Licensed Material is strictly limited to the Use, Media, Term of Use, Territory and any other restrictions specified in the Rights and Restrictions. Licensed Material shall not be used contrary to any Rights and Restrictions.

Licensee may use the Synchronized Licensed Material as part of the Work to advertise or promote the Work, provided that the Licensed Material is not separated from the original Work. Any use of Licensed Material apart from the Work requires a separate license.

Nothing contained in this Agreement shall be deemed to grant Licensee the right to manufacture, distribute or sell Audio Products.

Nothing contained in this Agreement shall be deemed to grant Licensee the right to use any Licensed Material as the theme song for a program or other production; any such use may only be made upon negotiation and payment to Micah Dahl Anderson LLC. of an additional fee.

Licensee shall not make the Licensed Material available in any medium in a manner intended to allow or invite persons to download the Licensed Material alone or extract the Licensed Material from the Work.

Licensed Material shall not be incorporated into a logo, trademark or service mark.

Licensee shall not use the Licensed Material in any unlawful manner.

3. Fees. In consideration of the grant of the license contained in this Agreement, Licensee agrees to pay to Micah Dahl Anderson LLC. the amount set forth in the invoice or order receipt. Licensee acknowledges and agrees that certain uses of Licensed Material may require additional payment to Collection Societies and, if required, Licensee shall be solely responsible for such payments.

4. Interest or Cancellation on Overdue Invoices. If Licensee fails to pay Micah Dahl Anderson LLC. invoice in full within the time specified on the invoice, Micah Dahl Anderson LLC may add a service charge of one-and-one-half percent (1.5%) per month, or such lesser amount as is allowed by law, on any unpaid balance until payment is received. Micah Dahl Anderson LLC. also reserves the right, in its sole discretion, to revoke the license if payment is not made in full on time.

5. Music Credit. Licensee agrees to provide credit, where technically feasible and in accordance with customary industry practice, in the following manner: "[Artist's Name]/[Special Collection Reference, if any]" or as otherwise notified by Micah Dahl Anderson LLC.

6. Collection Society Payments. Nothing contained herein shall be deemed to constitute a waiver of any fee which, as a result of the use of the Licensed Material contemplated by this Agreement, shall become due and payable to the relevant Collection Society or pursuant to union or collective bargaining requirements. Licensee agrees to submit, and to instruct any third party acquiring rights to the Work to submit, to all relevant Collection Societies, in any part of the Territory in which the Work is to be Broadcast or reproduced, such filings, including so-called "cue sheets," and further agrees to take such actions as are necessary, in keeping with common industry practice, to enable such Collection Societies to monitor and administer those performing and mechanical rights fees payable to the copyright owners of the Licensed Material embodied in the Work.

7. Representations and Warranties.

Micah Dahl Anderson LLC. represents and warrants that: (i) it has all necessary rights and authority to enter into and perform this Agreement; (ii) the Licensed Material will be free from defects in material and workmanship for thirty (30) days from delivery (Licensee's sole and exclusive remedy for a breach of this warranty being the replacement of the Licensed Material); (iii) Licensee's use of the Licensed Material in its original form, and when used in accordance with this Agreement, will not infringe upon the rights of any third party, including copyrights and rights of privacy or publicity.

Licensee represents and warrants that: (i) it has all necessary rights and authority to enter into and perform this Agreement; (ii) if licensing the Licensed Material on behalf of a third party, Licensee is authorized to act as an agent on behalf of that third party and has full power and authority to bind the third party to this Agreement and Licensee shall be bound and liable for any failure of such third party to comply with the terms of this Agreement.

8. Indemnification.

Provided Licensed Material is only used in accordance with this Agreement and Licensee is not otherwise in breach of this Agreement, and as Licensee's sole and exclusive remedy for any alleged or actual breach of the representations and warranties set forth above, Micah Dahl Anderson LLC. shall defend, indemnify, and hold Licensee and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees harmless from all damages (except punitive damages not directly attributable to acts of Micah Dahl Anderson LLC.), liabilities and expenses (including reasonable attorneys' fees and permitted and authorized costs) arising out of or connected with any actual or threatened lawsuit, claim or legal proceeding alleging that Micah Dahl Anderson LLC. is in breach of its warranties set forth above. The foregoing states Micah Dahl Anderson LLC. entire indemnification obligation under this Agreement.

Licensee shall defend, indemnify and hold Micah Dahl Anderson LLC. and its directors and employees harmless from all damages (except punitive damages not directly attributable to acts of Licensee), liabilities and expenses (including reasonable attorneys' fees and permitted and authorized costs) arising out of or as a result of claims by third parties relating to: (i) Licensee's use of any Licensed Material outside the scope of this Agreement; or (ii) any other actual or alleged breach by Licensee of this Agreement.

The party seeking indemnification pursuant to this section shall promptly notify the other party of such claim. At indemnifying party's option, indemnifying party may assume the handling, settlement or defense of any claim or litigation, in which event indemnified party shall cooperate in the defense of any such claim or litigation. Indemnified party shall have the right to participate in such litigation, at its expense, through counsel selected by indemnified party. The indemnifying party will not be liable for legal fees and other costs incurred prior to the other party giving notice of the claim for which indemnity is sought.

9. Limitation of Liability. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, MICAH DAHL MICAH DAHL ANDERSON LLC. MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE LICENSED MATERIAL OR ITS DELIVERY SYSTEMS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. MICAH DAHL ANDERSON LLC. SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT, EVEN IF MICAH DAHL ANDERSON LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR CERTAIN CATEGORIES OF DAMAGES.

10. Breach and Termination. In the event of a Breach by Licensee, Micah Dahl Anderson LLC. may, at its sole discretion, terminate this Agreement and revoke any licenses granted herein. Such termination shall take effect immediately upon notice to Licensee, and Licensee shall immediately (i) cease using the Licensed Material in any Media and in any manner; (ii) destroyor delete all copies of the Licensed Material.

11. Miscellaneous Terms.

Unauthorized Use. Any use of Licensed Material in a manner not expressly authorized by this Agreement or in breach of a term of this Agreement constitutes copyright infringement, entitling Micah Dahl Anderson LLC. to exercise all rights and remedies available to it under copyright laws around the world. In addition, and without prejudice to Micah Dahl Anderson LLC. other remedies under this Agreement, Micah Dahl Anderson LLC. reserves the right to charge and Licensee agrees to pay a fee equal to up to five (5) times Micah Dahl Anderson LLC. standard license fee for the unauthorized use of the Licensed Material.

Audit/Certificate of Compliance. Upon reasonable notice, Micah Dahl Anderson LLC. may, at its discretion, either through its own employees or through a third party, audit Licensee's records directly related to this Agreement and use of Licensed Material in order to verify compliance with the terms of this Agreement. Where Micah Dahl Anderson LLC. reasonably believes that Licensed Material is being used outside the scope of the license granted under this Agreement, Licensee shall, at Micah Dahl Anderson LLC. request, provide a certificate of compliance signed by an officer of Licensee, in a form to be approved by Micah Dahl Anderson LLC.

Withdrawal. Upon notice from Micah Dahl Anderson LLC., or upon Licensee's knowledge that any Licensed Material is subject to a threatened or actual claim of infringement, violation of another right, or any other claim for which Micah Dahl Anderson LLC. may be liable herein, or if Micah Dahl Anderson LLC. withdraws any Licensed Material for any good reason, Licensee will physically remove the Licensed Material from its premises, computer systems and storage (electronic and physical) and, if possible, cease any future use at its own expense. Micah Dahl Anderson LLC. shall provide Licensee with comparable Licensed Material (which comparability will be determined by Micah Dahl Anderson LLC. in its reasonable commercial judgment), free of charge, but subject to the other terms and conditions of this Agreement.

Governing Law. This Agreement will be governed in all respects by the laws of the State of Utah, U.S.A., without reference to its laws relating to conflicts of law. Any disputes arising from this Agreement or its enforceability shall be settled by binding arbitration to be held in one of the following jurisdictions (whichever is closest to Licensee's corporate headquarters, if Licensee is an entity, or principal residence, if Licensee is an individual): Seattle, Washington; New York, New York; London, England; Paris, France; or Singapore. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. Notwithstanding the foregoing, Micah Dahl Anderson LLC. shall have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against Licensee in the event that, in the opinion of Micah Dahl Anderson LLC., such action is necessary or desirable.

Severability. If one or more of the provisions contained in this Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. Such provisions shall be revised only to the extent necessary to make them enforceable.

Waiver. No action of either party, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of either party in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies, and a single or partial exercise by either party of any such rights or remedies will not preclude other or further exercise of that right or remedy. A waiver of a right or remedy on one occasion will not be construed as a bar to or waiver of rights or remedies on any other occasion.