LICENSING TERMS

SYNC AND/OR MASTER USE LICENSE TERMS

In consideration of the sum specified on the invoice page and upon receipt of payment thereof, Audilus, Inc dbs Sead Publishing hereby grants the Licensee named on the invoice page ("Licensee") the non-exclusive right, license, privilege and/or authority to use the musical composition(s) and/or master recording(s) as specified on the invoice page, all in accordance with the terms, conditions and limitations set forth hereafter and on the invoice page.

The License terms and conditions are as follows:

  1. The invoice page designates whether a synchronization license, master use license, and/or both licenses are being granted pursuant to this agreement. If a synchronization license is designated on the invoice page, then Licensee is granted the non-exclusive right to synchronize the identified musical composition in timed relation with the Production, and does not authorize the use of the related master recording or its copyright in any manner whatsoever. If a master use license is designated on the invoice page, then Licensee is granted the non-exclusive right to fix and record the identified sound recording in timed relation with the Production, and does not authorize the use of the related musical composition or its copyright in any manner whatsoever. Licensee warrants and represents that if only a synchronization license or only a master use license is granted for a particular selection, it will obtain any and all other necessary licenses from all other appropriate copyright owners. No performance rights, sound reproduction rights, or any other rights not expressly identified, are granted herein.

  2. The license(s) granted extend only to the specific production designated on the invoice page (the "Production"). Any change(s) in either the audio or visual portions of the Production will require Licensee to contact Audilus, Inc and re-license.

  3. The exploitation territory covered by the license(s) is the world, except in regard to the use of the selection(s) in commercial/promo spots for radio or television ("Commercial/Promo Spots"). For Commercial/Promo Spots, the license(s) cover only the territory expressly specified under "Clearance Type". If none is specified, such Commercial/Promo Spots license(s) extend only to the USA.

  4. 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.

  5. The license(s) do not authorize or permit Licensee to make any changes to the composition(s) or master recording(s) other than to shorten the same as contemplated hereunder utilizing a contiguous portion thereof. The license(s) permit Licensee to make copies of the Production containing the compositions and/or master recordings licensed hereunder in the form of negatives and prints necessary for distribution, exhibition, promotion, and exploitation of the Production in all media now known or hereafter devised (but excluding trailers, promos, or other advertising, unless the agreement expressly permits Commercial/Promo Spots,)

  6. Licensee shall provide Audilus, Inc with all cue sheets in respect to the Production. Should Licensee fail to do so, then at Audilus, Inc option and upon giving written notice to Licensee, this license shall become invalid.

  7. Licensee shall pay any "new use" or similar payment or other fees required under applicable collective bargaining agreements, if any, with respect to Licensee's use of any master recording. Licensee shall also pay any and all additional amounts required by any third party relating to Licensee's use of any composition or master recording.

  8. The license(s) and obligations hereunder shall run to Licensee, its successors, and assigns, provided that upon any assignment or other disposition of the Production or this agreement, Licensee shall remain liable for the performance of all the terms and conditions of the license(s) and shall be subject to all the terms hereof. Licensee further agrees that all persons, firms or corporations acquiring from Licensee any right, title, interest or in possession of the Production shall be notified of the terms and conditions of the license(s) and shall agree to be bound thereby.

  9. Audilus, Inc warrants only that, as the administrator of such licenses on behalf of the copyright owners, it has the legal right to grant the license(s), and the license(s) are given and accepted without other warranty or recourse. If said warranty shall be breached in whole or in part with respect to a selection, Audilus, Inc total liability shall be limited either to repaying to Licensee the consideration theretofore paid under the license(s) with respect to such selection 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 recorded selection to the extent of said breach.

  10. The license(s) shall take effect only when full payment for such use is received by Audilus, Inc dba Sea Publishing.

  11. The license(s) shall be governed by and subject to the laws of the State of California.

All music and recordings © Sead Publishing, all rights reserved.