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Music License Agreement Proud Music GbR for Royalty Free Music: 01.09.2011

1. Preamble

1.1. Proud Music as Licensor grants licenses of Royalty Free Music to customers, referenced as Licensees.

1.2. The Licensor warrants it has the authority to grant this license and permissions.

1.3. All music tracks that are marked as not PRO-registered Tracks are free from rights of any performance rights organisations.

1.4. All music tracks that are marked as PRO-registered Tracks, are not free from rights of the performance rights organisations These licenses do not include performance rights. When PRO-registered Tracks music are to be performed publicly the composer names and track details (title, duration, etc.) must be given by the Licensee to the user of the licend track to forward to the relevant national Performance Rights organization. (This is done usually via 'cue sheets' from ASCAP, BMI in USA, or PRS in UK for example).

1.5. The Licensee agree to pay all content license fees and no rights are granted under this Agreement until all payments are made in full. He shall be liable for all past due amounts, interest and costs of collection, including attorneys’ fees. Refunds are governed by the terms of the individual service used.

1.6. The receipt of the music by the Licensee is considered acceptance of this Music License Agreement.

2. Acquisition of Rights

The Licensor grants a single non-exclusive license for the music obtained by the Licensee according to the following terms and conditions defined in this Music License Agreement. It is specifically understood and agreed upon that the Licensee does not acquire any ownership rights or any underlying copyrights, and that the Licensor retains all rights, title and interest in the music obtained from Proud Music GbR, including all copyrights belonging to the original copyright holder, as well as any changes made to the licensed property by Licensee.

3. Licenses

The Licensee receives this License Agreement defining the extent of the license and a document to proof the authorship of the music. Licenses always apply together to full and short versions of a title. There are licenses for the following types of use:

3.1. The TV Broadcast license permits the use of a work for TV-Broadcast and TV-Commissioned Productions for Royalty Collecting Society licensed TV stations. Online usage for IPTV & VOD is included. It is required to submit a Cue-Sheet to the TV-station and Proud Music.

3.2. The Advertising (TV) license permits the use of a work in relation to one advertising spot for broadcast in one country. The licensing is independent of the number of broadcasts.

3.3. The Advertising (Online) license permits the use of a work in an advertising spot in one language on webpages of the licensee and video platforms. The license is granted for world-wide access.

3.4. The Advertising (Radio&Cinema) license permits the use of a work in relation to one advertising spot for radio, cinema or a point of sale spot (POS). The licensing is independent of the number of broadcasts.

3.5. The Reproduction license is a unit-based standard license starting from a number of copies exceeding 1001 units.

3.6. The Public Address license permits public address usage only for one location.

3.7. The Standard license permits each use (and copies until 1000 units), which is not defined in 3.1-3.6., except the use in electronic games, online advertising campaigns and online-services like paid Streams (Video on demand, Audio on demand, etc.).

4. Temporal and Regional Restrictions

The Advertising (Online) license, Reproduction license, the Public Address license and the Standard license are granted world wide for an unlimited period of time. The Advertising (TV) license and Advertising (Radio&Cinema) license stay valid one year and are subject to the territorial restrictions defined in 3.

5. Permitted Usage

5.1. The Licensee is granted the non-exclusive right to synchronize the music in timed relations with other audio and/or visual elements with all presently and/or in the future usable publication forms such as audio and image carriers of any kind, print and electronic media, transmission, performance etc.

5.2. The permitted usage additionally covers also the rights
5.2.1. to reproduce the music within the specified number of units
5.2.2. to edit the music at audio level (cutting, time-stretching, looping etc.)

6. Restrictions

The Licensee may not otherwise sell, rent, lease, share or transfer the music or any written materials in any form to another party without prior written consent of Proud Music. Music used on its own, without synchronization in any form is not permitted under this Music License Agreement. Unauthorized use or duplication is a violation of this agreement and of applicable laws. The Licensee may be held liable for all damages to the Licensor in the context of the applicable legal regulations.

7. Other Regulations

7.1.The Licensor shall have the right to immediately terminate this Music License Agreement by giving written notice to Licensee in case the Licensee fails to comply with its terms and conditions, including non-payment of the license fee.

7.2.This Music License Agreement contains the entire understanding of the parties with regard to the subject hereof, and revokes and supersedes all prior agreements between the parties, including any option agreements, oral agreements, and written agreements, and is intended as a final expression of their agreement.

7.3.If a clause of this agreement should be ineffective, the remaining regulations in their legal effectiveness are not affected. In this case, the clause in dispute must be replaced with another which corresponds to the intended sense and purpose of all parties and is feasible.

7.4.This Music License Agreement is governed in accordance with the laws of Germany applicable thereto. All disputes concerning this Music License Agreement shall be resolved by the courts of Germany.

Proud Music GbR
Kurpfalzstrasse 14
D-55218 Ingelheim

Tel : (+49) 6132 / 43 088 30
Fax : (+49) 6132 / 43 088 32