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MyMUSIC TERMS OF USE

Effective as of September 23th, 2018

MyMusic License is an Internet-based service that allows holders of rights to a musical work (each, a “Holder”) to license such work to third parties (each, a “Recipient”). The services offered by MyMusic License, Inc. (“MyMusic License,” “we,” “us” or “our”) include the website located at http://oururbanspace.com(the “Site”) and any services, features, Content (as defined in Section 3(a) below), and applications offered from time to time by MyMusic License in connection with the Site, whether accessible via personal computer, mobile device or otherwise (collectively, the “Services”).

These Terms of Use (this “Agreement”) constitute a binding legal agreement between you and MyMusic License and apply to your use of the Services or otherwise accessing the Site. Please read this Agreement carefully. If you do not agree with this Agreement, you must leave the Site and discontinue use of the Services immediately. By accessing the Site and/or using the Services, you acknowledge that you have read, understand and agree to be bound by this Agreement, whether you are a “Visitor” (which means that you simply browse the Site) or you are a “Member” (which means that you have created an Account (as defined in Section 8(a) below). The term “User” refers to a Visitor or a Member.

We may modify this Agreement from time to time by posting the amendments on the Site, and such modifications shall be effective upon such posting. Our right to modify this Agreement includes the right to add, remove or amend the terms hereof. By using the Site and/or the Services after any such modification, you agree to be bound by all such modifications from the time of such use. You should periodically visit this page to determine the current Agreement to which you are bound. When this Agreement is modified, we will also modify the "effective as of" date set forth at the beginning of this Agreement.

You are authorized to use the Services (regardless of whether your access or use is intended) only if you abide by all applicable laws, rules, regulations and orders and this Agreement. If you breach this Agreement or any applicable laws, rules, regulations or orders, your authorization to use the Services automatically terminates.

This Agreement includes MyMusic License’s policy for acceptable use of the Site and the Services (including without limitation Content posted on the Site), your rights, obligations and restrictions regarding your use of the Services, and MyMusic License's Privacy Policy (which discusses and governs our collection and use of any information you submit to us through the Site and which is hereby incorporated herein by reference). In order to participate in certain Services, you may be notified that you are required to download software or other Content and/or agree to additional terms and conditions. Unless otherwise provided by the additional terms and conditions applicable to the Services in which you choose to participate, those additional terms are hereby incorporated into this Agreement. If there is a conflict between this Agreement and the terms posted for or applicable to a specific portion of the Site or specific Services, the terms with respect to the specific portion of the Site or specific Services shall control with respect to your use of that portion of the Site or that specific Service.

1. Eligibility. By using the Services, you represent and warrant that (a) all Account registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are 18 years of age or older; and (d) your use of the Services does not violate any applicable law, rules, regulations or orders. Your Account may be deleted, terminated and/or suspended without warning if we believe that you are under 18 years of age or otherwise are not eligible pursuant to the foregoing.

2. Term. This Agreement shall remain in full force and effect while you use the Services or have an Account. MyMusic License reserves the right (in its sole discretion, at any time, for any or no reason, with or without prior notice, and without liability) to restrict, suspend, or terminate your access to or use of all or any part of the Site and/or the Services and/or take technical and/or legal steps to prevent you from accessing and/or using the Site and/or the Services. MyMusic License will terminate a User’s access to and/or use of the Site and/or the Services if, under appropriate circumstances and without limitation, the User is determined by MyMusic License to be a repeat copyright infringer. Even after an Account or Services are terminated, this Agreement will remain in effect as applicable to your Account or use of the Services prior to such termination.

3. Proprietary Rights.

(a) The Site and the Services contain text, files, photos, pictures, graphics, images, illustrations, video, musical works, other audio and sounds, icons, links, software, data, comments, job postings, and other content, files, materials and works of authorship (collectively, and together with the selection and arrangement thereof, “Content”) of MyMusic License and third parties (other than your Content posted on the Site by you on or through the Services) (hereinafter “MyMusic License Content”). The Site and the Services also contain trademarks, service marks, trade names, trade dress, brands, and logos (the “Trademarks”) of MyMusic License and third parties (other than Trademarks posted on the Site by you on or through the Services) (hereinafter “MyMusic License Trademarks”). Content and Trademarks are protected by copyright, trademark, patent, trade secret, privacy, publicity and other laws. As between you and MyMusic License, MyMusic License retains ownership of all MyMusic License Content, MyMusic License Trademarks, the Site and the Services and you retain ownership of all of your Content.

(i) MyMusic License hereby grants you a limited, revocable, non-sublicensable, non-transferable license to reproduce and display the MyMusic License Content (excluding any software code) solely in connection with viewing the Site and using the Services as provided in this Agreement, provided that (1) you do not modify the MyMusic License Content, (2) as between you and MyMusic License, MyMusic License or the Holder (as defined herein) retains all copyright and other intellectual property and proprietary right notices contained on or in the MyMusic License Content, and (3) you may not use, copy, modify, translate, publish, broadcast, transmit, distribute, perform, reproduce, display, republish, download or sell any MyMusic License Content for commercial use except in accordance with the terms of an Order (as defined in Section 10(a) below) and subject to the terms and conditions of the Music Rights Agreement (as defined in Section 10(c) below). All rights not expressly granted to you pursuant to this Agreement are expressly reserved by and to MyMusic License.

(ii) You may not copy, imitate or use any MyMusic License Trademark, domain name or any other feature of the Site in whole or in part, without the prior written permission of MyMusic License. Nothing in the Site shall be construed as granting, by implication, estoppel or otherwise, any license or right to use any MyMusic License Trademark, domain name, or any other feature of the MyMusic License Site, including without limitation any other intellectual property or proprietary rights, other than as expressly set forth herein, whether for non-commercial or commercial use. Unauthorized use of any of the foregoing is strictly prohibited.

(iii) Except as expressly provided in this Agreement or the Music Rights Agreement, you may not use, copy, modify, translate, publish, broadcast, transmit, distribute, perform, reproduce, display, republish, download or sell any MyMusic License Content or MyMusic License Trademark appearing on or through the Services.

(b) Solely during the period in which you elect to display or publish (“posting”) any Content on or to the Site, you automatically grant to MyMusic License, its affiliates, agents, licensees and successors (i) with respect to your musical works (“Songs”) and Trademarks, a non-exclusive, fully-paid, worldwide (or such other territory as may be specified in such Order) license to market and promote such Songs and Trademarks and to use, copy, publish, broadcast, transmit, distribute, perform, reproduce, display, republish, and download such Songs and Trademarks, and to facilitate the transfer of rights to such Songs, in each case in connection with the performance of the Services, and to incorporate such Songs and Trademarks into the Services, and (ii) with respect to all other Content posted by you, a non-exclusive, fully-paid, worldwide license to use, copy, perform, display, reproduce, and distribute such Content, and to grant and authorize sublicenses of the foregoing. Removing any of your Content from a posting on or to the Site shall automatically terminate the applicability of this paragraph to such Content from the date such Content is removed. Notwithstanding the foregoing, you acknowledge and agree that Content in an intangible or electronic format cannot be, or may be impractical to be, removed, erased or otherwise deleted from archival systems, but that such Content will not be used except as permitted by this Agreement. Notwithstanding anything to the contrary contained herein, MyMusic License may retain an archival copy of any Content to the extent required by applicable law or regulation or MyMusic License’s retention policy. In the event such Content is inadvertently used by MyMusic License, such use shall not be a material breach hereof, but MyMusic License shall cease such use within a reasonable time after receiving written notice from you of such continued use.

(c) You represent and warrant that: (i) you own all right, title and interest in or control (including without limitation the right to License (as defined in Section 9(a)(i)(2) below) to a Song pursuant to the terms of any Order) the Content, individually or with other Holders who are agreeing to this Agreement, posted by you on or through the Services or otherwise have the right to grant the licenses set forth in Section 3(b), (ii) the posting of your Content on or through the Services does not violate the copyright, trademark, patent, trade secret, privacy, publicity, contract, or any other right of any person, and (iii) you will not otherwise violate the terms and conditions of this Agreement. You agree to pay for all royalties, fees, and any other monies owing any person by reason of any Content or Trademark or any other intellectual property whatsoever posted by you to or through the Services.

(d) In connection with the use of any and all streaming media players, iPhone applications and other widgets and applications (collectively, “Streaming Players”) as platforms for users to stream your Songs, you hereby waive any right to digital artist royalties, performance royalties, and all other fees and royalties, statutory or otherwise, that MyMusic License may be obligated to pay you or a third party in connection with the use of such Streaming Player.

4. Prohibited Content.

(a) This Section 4(a) sets forth a partial list of Content that is illegal or prohibited to post on or through the Services. Such Content includes Content that, in the sole discretion of MyMusic License:

(i) is patently offensive or promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;

(ii) harasses or advocates harassment of another person;

(iii) is sexually explicit or violent;

(iv) is obscene or lewd or contains nudity or violence, or is otherwise offensive or objectionable subject matter or contains a link to a website containing any such Content;

(v) solicits personal information from anyone under 18;

(vi) promotes information that you know or should know is false or misleading or promotes conduct that is abusive, threatening, obscene, defamatory or libelous;

(vii) promotes an illegal or unauthorized copy of another person's copyrighted work, providing information to circumvent copy-protect devices, or providing pirated music or links to pirated music files;

(viii) involves the transmission of “junk mail,” “chain letters,” or unsolicited mass mailing, instant messaging, “spimming,” or “spamming”;

(ix) furthers or promotes any illegal activity or criminal enterprise or provides instructional information about illegal activities including without limitation making or buying illegal weapons or providing or creating computer viruses;

(x) solicits passwords or personal identifying information for commercial or unlawful purposes from other Users;

(xi) involves commercial activities and/or sales (other than those expressly permitted by an Order and the Music Rights Agreement) without our prior written consent, such as contests, sweepstakes, barter, advertising, or pyramid schemes;

(xii) includes a photograph, image or likeness of another person that you have posted without that person’s consent; or

(xiii) violates the copyright, trademark, patent, trade secret, privacy, publicity, contract right or any other right of any person.

(b) MyMusic License may refuse to post, delay posting or delete any Content posted or attempted to be posted to the Site by a User (any of the foregoing, “User Content”) that in the sole judgment of MyMusic License violates this Agreement or for any other or no reason, with or without prior notice, and without liability.

(c) You are solely responsible for your use of the Services and the Content that you post on or through any of the Services, and any Content that you transmit to other Users and for your interactions with other Users. You understand and acknowledge that no Content transmission over the Internet can be guaranteed to be 100% secure and we cannot guarantee that any Content you submit to us will be free from unauthorized third party intrusion. You understand and agree that all Content you submit to us is submitted at your own risk.

(d) MyMusic License does not endorse and has no control over User Content. User Content is not necessarily reviewed by MyMusic License prior to posting and does not necessarily reflect the opinions or policies of MyMusic License. Notwithstanding Section 4(a), if any User Content violates or is alleged to violate Section 4(a), MyMusic License assumes no responsibility or liability for such User Content (other than to the extent expressly set forth in Section 8 hereof). MyMusic License makes no warranties, express or implied, as to any Content, whether User Content or otherwise, including as to the accuracy and reliability of any Content or the ownership thereof. We do not warrant that any Content is accurate, complete, reliable, current or error-free.

5. Prohibited Activity.

(a) This Section 5(a) sets forth a partial list of activity that is illegal or prohibited on the Site or through your use of the Services. Such activity includes activity that, in the sole discretion of MyMusic License:

(i) is criminal or tortious activity, including, without limitation, fraud, trafficking in child pornography or obscene material, drug dealing, gambling, harassment, stalking, “spimming,” “spamming,” sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets;

(ii) is advertising to, or solicitation of, any User to buy or sell any products or services through the Services, except pursuant to an Order;

(iii) transmits any chain letters or junk email to other Users;

(iv) uses any information obtained from the Services in order to contact, advertise to, solicit, or sell to any User without their prior explicit consent or pursuant to an Offer;

(v) breaches or circumvents any laws, third party rights or our systems or policies;

(vi) circumvents or modifies, attempts to circumvent or modify or encourages or assists any other person in circumventing or modifying any security technology or software that is part of the Service;

(vii) covers or obscures the advertisements or ownership or copyright information on any MyMusic License page via HTML/CSS or any other means;

(viii) is automated use of a system including any of our Services, such as using scripts to send comments or messages;

(ix) interferes with, disrupts, or creates an undue burden on the Services or the networks or services connected to the Services;

(x) attempts to impersonate another User or person;

(xi) uses the Account or password of another Member at any time or discloses your password to any third party or permits any third party to access your Account;

(xii) sells or otherwise transfers your MyMusic License Account;

(xiii) uses any information obtained from the Services in order to harass, abuse, or harm another person;

(xiv) except in connection with an Offer, Order or Tip (as defined in Section 10(e)(ii) below), displays an advertisement, accepts payment or anything of value from a third person in exchange for your performing any commercial activity on or through the Services on behalf of that person, or otherwise uses the Services in connection with any commercial endeavors;

(xv) “frames” or “mirrors” any portion of the Site on any other website or server;

(xvi) harvests or otherwise collects information about Users without their consent; or

(xvii) is otherwise an illegal and/or an unauthorized use of the Services.

(b) You may not use our Services if you are not able to form legally binding contracts (for example, if you are under 18) or do not intend to pay or otherwise perform under the terms of any Order applicable to you.

(c) Under no circumstances shall MyMusic License be responsible for the conduct of any Users of the Services, whether online or offline.

6. Monitoring. MyMusic License assumes no obligation or responsibility for monitoring the Services for inappropriate User Content or User conduct. Notwithstanding the foregoing, MyMusic License reserves the right to investigate and take appropriate action, including without limitation legal action, against anyone who, in MyMusic License’s sole discretion, violates this Agreement, including without limitation Section 4 or 5, and including, without limitation, (i) removing prohibited Content from the Services, (ii) terminating or suspending the Account of the violators and reporting any User to law enforcement authorities, and (iii) disclosing Content and the circumstance surrounding its transmission, along with any other information regarding use of the Site, to any third party in order to operate the Site properly, to protect ourselves, our sponsors, and Users, and to comply with legal obligations or governmental requests.

7. Copyright Policy. When we receive a proper Notification (as defined below), our policy is to promptly remove, block, or disable access to the allegedly infringing Content and we may, in our discretion, terminate the Accounts of repeat infringers in accordance with the Digital Millennium Copyright Act (“DMCA”).

(a) If you are a copyright owner and believe that your work has been copied and posted on the Site or through the Services in a way that constitutes copyright infringement, you or your agent may submit a notification pursuant to the DMCA by providing our DMCA Copyright Agent with the following information in writing (see 17 U.S.C. 512(c)(3) for further detail) (a “Notification”):

(i) an electronic or physical signature of the owner of (or the person authorized to act on behalf of the owner of) the copyright interest allegedly infringed;

(ii) identification of the copyrighted work that you claim has been infringed (or if multiple copyrighted works are covered by a single Notification, a representative list of such works);

(iii) identification of the Content that you claim to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit us to locate the Content on the Site (providing URL(s) that link to the claimed infringing Content satisfies this requirement);

(iv) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and an electronic mail address;

(v) a written statement by you that you have a good faith belief that the use of the Content in the manner complained of is not authorized by the copyright owner, its agent, or the law;

(vi) a statement that the information in the Notification is accurate and, under penalty of perjury, that you are (or are authorized to act on behalf of) the owner of the copyright interest that is allegedly infringed.

You should direct Notifications to MyMusic License's DMCA Copyright Agent at: MyMusic License, Inc., via email at http://oururbanspace.com/contact/. You acknowledge that if you fail to comply with all of the requirements of this Section 7, your Notification may not be valid under the DMCA.

(b) If the Content you posted is removed or access to such Content is disabled, and you believe that the Content that was removed or to which access was disabled is not infringing, or that you have the authorization from the copyright owner (or the copyright owner’s agent) or otherwise pursuant to the law to post and use the Content, you may send a counter-notice containing the following information to MyMusic License’s DMCA Copyright Agent (a “Counter-Notice”):

(i) your physical or electronic signature;

(ii) identification of the Content that has been removed or to which access has been disabled and the location at which the Content appeared before it was removed or access to it was disabled; and

(iii) your name, address, telephone number, and electronic mail address, a statement that you consent to the jurisdiction of the federal court in Los Angeles, California, and a statement that you will accept service of process from the person who provided the Notification.

If a Counter-Notice is received by the MyMusic License DMCA Copyright Agent, the disputed Content will remain removed from the Site for 10 business days (unless the parties involved with the Notification and Counter-Notice resolve such matter fully), and MyMusic License may send a copy of the Counter-Notice to the original complaining party informing that person that if no additional action is taken by the original complaining party, it may replace the removed Content or cease disabling it in 10 business days. Unless the original complaining party files an action seeking a court order against the Content provider or User, the removed Content may be replaced or access to it restored in 10 business days or more after receipt of the Counter-Notice, at MyMusic License’s sole discretion.

(c) In the event you believe that the Content posted by another User violates your intellectual property rights other than copyright rights (i.e., trademark rights), please provide the same information requested in Section 7(a) above with respect to the alleged violations. The information should be sent to MyMusic License, Inc., via email at http://oururbanspace.com/contact/

8. Accounts.

(a) Prior to completing any Offer (as defined in Sections 9(a) and 9(b) below) or Order, Recipient and Holder must each establish a user account on the Site (each an “Account”), which will include Recipient and Holder each creating its own unique password that will be used to access and complete Offers and/or Orders in connection with such Account. In lieu of creating such a password, Recipient or Holder may, at their respective option, link their respective Accounts to a Facebook or other social media account that may be used to log into their respective Accounts.

(b) Each Member shall (i) be solely responsible for maintaining the confidentiality of its password and all activities that occur under its Account, (ii) immediately notify MyMusic License of any actual or suspected unauthorized use of its password or Account or any other breach of security relating thereto, and (iii) not to use the password or Account of another Member at any time or to disclose its password to any third party. Each Member is solely responsible for any and all use of its Account.

(c) Any Member may terminate or suspend its Account at any time, for any reason, by emailing support@MyMusic License.com and electing to either suspend or delete such Account. MyMusic License may terminate any Account at any time, without warning and for any reason or no reason.

(d) If you create or use an Account on behalf of a business entity, you represent that you are authorized to act on behalf of such business and bind the business as required hereunder. Such Account is owned and controlled by the business entity. No agency, partnership, joint venture, employee-employer, franchiser-franchisee or other similar relationship is intended or created by this Agreement.

9. Offers.

(a) Initiating the Offer.

(i) Any Holder (the “Initiating Holder”) may make available to Recipients, or any Recipient (the “Initiating Recipient” and either the Initiating Recipient or Initiating Holder, the “Initiating Party”) may request from Holders, via the Site rights to both the composition and the sound recording for a Song pursuant to the offer terms and conditions completed by the Initiating Party on the Site (the “Initial Offer”). When initiating the Initial Offer, the Initiating Party will, via the Site:

(1) be subject to the fees payable with respect to a license to the Song (a “License”) under MyMusic License’s default standard pricing tiers set forth on the Site, as may be modified by MyMusic License from time to time (the “Default Pricing”), except to the extent the Initiating Party opts out of such Default Pricing (as may be permitted by the Site from time to time) and specifies a different fee that will be payable with respect to such License (subject to any limitations on Fees that may be imposed by MyMusic License from time to time) (the “Fee”);

(2) if the Initiating Party is a Holder, and to the extent known by an Initiating Recipient:

(A) identify and provide to MyMusic License the email address for any and all Other Holders (as defined in Section 9(b) below), specify whether each Other Holder has the right to authorize Licenses, and specify the percentage of fees to be remitted to such Other Holder;

(B) identify and describe all licenses granted with respect to the Song, all other rights to use, commercialize and/or exploit the Song, and all other claims, liens, security interests, charges, restrictions, covenants, options and other encumbrances and title defects related to the Song (any of the foregoing, an “Identified Interest”), provided that the Initiating Party shall only be required to identify and describe Identified Interests with respect to any Offer solely for a License to the extent such Identified Interest is exclusive or would otherwise conflict with such License; and

(C) adequately describe and tag the Song and provide such additional information about and materials related to the Song as are prompted by the Site in connection with the initiation of the Initial Offer (collectively, the “Additional Information”);

(3) if the Initiating Party is a Holder, upload the Song to the Site or facilitate MyMusic License’s access to the Song via SoundCloud or another method permitted by and compatible with the Site; and

(4) identify whether the Initial Offer is permitted to be posted to the Wanted Board (as defined in Section 9(a)(iv) below).

If the Initiating Party is a Recipient, the first Other Holder shall be deemed the Initiating Holder for purposes of Section 9(a)(i)(4), Section 9(a)(i)(5) and Section 9(a)(iii).

(ii) A different Fee may be specified for each different business use among the types of permitted business uses described in Appendix A (each, a “Permitted Use”), and Fees may be per Song or for a catalog of Songs (as specified in the applicable Offer).

(iii) To the extent any change occurs or new information or materials arise related to any Other Holder, Identified Interest or Additional Information, all Holders that are participating via the Site in any Offer are obligated to promptly update the Offer via the Site to reflect such. If no Other Holders are identified by an Initiating Holder in the Initial Offer, or until any Other Holder is identified in any such update, the Initial Offer shall be deemed complete and shall be made available for Order via the Site upon completion of the requirements set forth in this Section 9(a) (at which point, the Initial Offer shall be deemed the “Offer” for purposes hereof).

(iv) During all times that a Holder is subject to Default Pricing, such Holder hereby grants Sontradr the right for MyMusic License, on behalf of such Holder, to negotiate and/or accept Offers from a Recipient for Fees that are different from the Default Pricing.

(v) If permitted under the terms of an Initial Offer, MyMusic License may post Initial Offers through a wanted board section of the Site (the “Wanted Board”) used for the solicitation of Songs from Holders (such Initial Offers, the “Wanted Listings”).

(vi) In exchange for credit(s) issued by MyMusic License via the Site (each, a “Credit”), a Holder shall be permitted to (1) Offer a Song in response to a Wanted Listing or (2) opt into a Deal. Orders based on any such Offer shall be completed as set forth in the Music Rights Agreement. Each Holder shall receive an amount of Credits (as designated from time to time on the Site) each month at no cost to such Holder. Each Holder may purchase additional Credits by paying fees to MyMusic License in the amount and manner and via the method of payment set forth on the Site. Additional Credits will also be available to Holders that are subscribers to a MyMusic License Pro Account.

(b) Other Holders.

(i) For purposes of this Agreement, an “Other Holder” shall mean each holder of a right in, to or under the Song (other than the Initiating Holder) if the holding of such right requires (by law, contract or otherwise) the authorization by such other holder of an Order of the Song pursuant to the terms of the Initial Offer. To the extent an Other Holder has granted the Initiating Holder authority to act as such Other Holder’s agent with respect to any Song, the Initiating Holder may act on behalf of the Other Holder to the extent of such authorization.

(ii) Prior to making the Song available via the Site, the Site will automatically email the Initial Offer to each Other Holder identified by the Initiating Party or a Holder and whose email address has been provided by the Initiating Party or a Holder. To accept or propose modifications to such Initial Offer, each such Other Holder will be required to establish an Account. Thereafter, each such Other Holder shall take one of the following actions:

(1) accept the Initial Offer via such Other Holder’s Account;

(2) propose modifications to the Initial Offer (a “Modified Offer”) via such Other Holder’s Account, in which event such Modified Offer shall be sent to the Initiating Party and all Other Holders for further modification (which further modifications shall also be deemed a “Modified Offer” for purposes hereof), acceptance or rejection; or

(3) reject the terms and conditions of the Initial Offer.

Each Other Holder may, via the Site, grant other Holders the right to agree on such Other Holder’s behalf to all future Initial Offers and Modified Offers for a Blanket License (as defined below) with respect to any Song. In such case, the Site will automatically email each such future Initial Offer or Modified Offer to such Other Holder for notification purposes only.

(iii) In the event any Other Holder fails to:

(1) establish an Account,

(2) accept the Initial Offer or Modified Offer, or

(3) propose a Modified Offer in accordance with Section 9(b)(ii)(2) above,

within thirty (30) days of MyMusic License’s email of such Initial Offer or Modified Offer to such Other Holder, the Initial Offer or Modified Offer shall be deemed rejected by such Other Holder.

(iv) If the Initial Offer or Modified Offer is accepted by all Other Holders identified in the Initial Offer, such Initial Offer or Modified Offer shall be deemed complete and shall be made available for Order via the Site upon completion of the requirements set forth in Section 9(a) (at which point, the Initial Offer shall be deemed the “Offer” for purposes hereof). Upon each Other Holder’s acceptance of the Offer, each such Other Holder shall be deemed a “Holder” for purposes of this Agreement.

(v) Notwithstanding the foregoing, any Holder may, via the Site, at any time change within an Offer (1) the Fees ascribed to any Song and (2) the non-exclusive rights available for license with respect to any Song, in each case prior to completion of the Order and without the prior written consent of any other Holder. MyMusic License will email all Holders to a Song in the event that any such Fees or non-exclusive rights are changed by a Holder.

(vi) In the event any new Other Holder is identified in any update provided by Holder via the Site, any Offer shall become an Initial Offer for purposes of this Section 9(b) and the process set forth in this Section 9(b) shall be initiated with respect to such new Other Holder.

(c) Non-Exclusive Relationship. Neither this Agreement nor the Music Rights Agreement will prevent Holder from engaging in similar arrangements with third parties or pursuing other business opportunities related to the Song, provided such arrangements and opportunities are not in conflict with the terms and conditions of this Agreement, a Music Rights Agreement or any Order.

(d) Withdrawal of Offer.

(i) Any Holder may request through its Account that the Offer be withdrawn from the Site at any time, and MyMusic License shall promptly remove the Offer from the Site. Notwithstanding the foregoing, no withdrawal of the Offer from the Site shall impact any Order completed prior to the time of such withdrawal.

(ii) MyMusic License has the right to withdraw or suspend any Offer or remove or suspend access to the Song from the Site if MyMusic License reasonably believes the Offer, Order or distribution of the Song violates or may violate this Agreement or any Order, law, rule, regulation, order, contract or other third party right or upon receipt of any allegation of violation of any of the foregoing from a third party.

10. Orders.

(a) Recipient may accept an Offer via the Site by completing an order for such Offer (an “Order”) or propose via the Site an Offer for a Song or a counter-offer to an Offer. To complete an Order or propose an Offer or counter-offer, Recipient will, via the Site:

(i) select a License to a Song, to the extent permitted by the Offer;

(ii) if a License is available and selected by Recipient, Recipient shall also:

(1) identify a single Permitted Use;

(2) as applicable and as requested, complete and deliver via the Site a cue sheet or similar documentation providing details about the Permitted Use; and

(3) provide such additional information about Recipient’s intended use of the Song as is prompted by the Site or otherwise requested in connection with such License;

(iii) review and accept the Fees applicable under MyMusic License’s standard pricing, unless the Recipient opts out of such pricing and specifies a different fee that will be payable (subject to any limitations on Fees that may be imposed by MyMusic License from time to time);

(iv) effective upon completion of an Order, pay all Fees associated with such Order; and

(v) effective upon completion of an Order, download the Song from the Site or another method facilitated by the Site.

If an Offer or counter-offer is proposed by Recipient, Holder may either complete the Order by accepting the Offer or counter-offer via the Site or propose a counter-offer or further counter-offer, which counter-offer or further counter-offer would be deemed a new “Initial Offer” for purposes of this Agreement.

(b) An Order shall be deemed complete and become a binding agreement upon completion of the requirements set forth in this Section 10. This Agreement and, except as provided in Section 10(c), the Music Rights Terms and Conditions available at http://oururbanspace.com/terms/ (collectively, the “Online Music Rights Agreement”) by this reference are hereby incorporated into and made a part of each Order.

(c) Notwithstanding Section 10(b), prior to completion of an Order the Site shall provide each Recipient and Holder an opportunity to opt out of the Online Music Rights Agreement in lieu of music rights terms and conditions proposed by such Recipient or Holder via the Site (a “Non-Standard Music Rights Agreement”). If any such Non-Standard Music Rights Agreement is proposed, then: (i) prior to completion of any Order, the Site shall notify all other parties to the Order of such Non-Standard Music Rights Agreement, and (ii) the Site shall present such Non-Standard Music Rights Agreement (as presented by the applicable Recipient or Holder) to all other parties to the applicable Order for their agreement. No such Order shall be deemed to exist if such Non-Standard Music Rights Agreement is not agreed to by all parties to an Order prior to completion of such Order. Each Recipient and Holder shall be provided the option via the Site to grant MyMusic License the right to agree to a Non-Standard Music Rights Agreement on behalf of Recipient or Holder, and any such Recipient or Holder exercising such option hereby releases MyMusic License and its related parties (as defined below) from any and all losses, liability, damages, costs and expenses in any way associated with such non-standard music rights agreement, including without limitation any actions or omissions of MyMusic License in connection therewith. The Online Music Rights Agreement or the Non-Standard Music Rights Agreement applicable to any Order shall be deemed the “Music Rights Agreement” for purposes of this Agreement.

(d) MyMusic License may from time to time (through a panel on the Site, otherwise via the Site, via email, or otherwise) present Holders with an opportunity to opt into potential monetization opportunities (each, a “Deal”) (some of which may be available only to subscribers of a MyMusic License Pro Account) with respect to one or more Songs, which may include without limitation any Deal pertaining to: (i) a blanket license agreement executed by MyMusic License with any Recipient (each, a “Blanket License”) on behalf of Holder(s), (ii) rate-card license agreements executed by MyMusic License with any Recipient on behalf of Holder(s) for the use of Song(s) by a Recipient on a per-use basis or (iii) other license opportunities generated by MyMusic License’s live sales team, with the license agreement therefor executed by MyMusic License on behalf of Holder(s) before or after such opt-in. Holder’s opting in, via the Site or email, to any potential Deal shall be deemed to be such Holder’s agreement to the terms of any such Deal, as agreed by MyMusic License (on behalf of Holder(s)) and such Recipient before or after such opt-in. The Permitted Use(s), exclusivity, and territorial restrictions for potential Deals may be visible on the Site prior to a Holder opting into any such Deal.

(e) Subscription Plans.

(i) MyMusic License may provide Recipients the opportunity to select among various subscription plans (each, a “Subscription Plan”) with different rights to certain Songs. The quantity, Permitted Uses, sublicensability and territorial restrictions of the Songs that will be made available under, and the applicable Fees for, each Subscription Plan will be selected and set forth on the Site. MyMusic License may offer Subscription Plans on a monthly and/or annual basis (or for such other period as MyMusic License may designate on the Site), as may be selected by subscribers thereto on the Site. Songs that are subject to Subscription Plans shall be deemed made available to such subscribers as Offers, and the election by any such subscriber to use a Song under a Subscription Plan shall be deemed to complete an Order for such Song under the terms of the Subscription Plan.

(ii) Each Song that a Holder makes available on the Site shall be automatically deemed Offered for Recipients to Order as part of a Subscription Plan. A Holder may choose, at any time, to opt-out any or all of its Songs (or opt-in any such Songs after opting out) as Offers under Subscription Plans; provided, however, that such Holder may not revoke or cancel any Order for a Song that was completed under a Subscription Plan prior to such opt-out.

(f) Other Services.

(i) The Services may include access to an embeddable function (in a form and with the functionality determined in the sole discretion of MyMusic License) that Holders and Recipients may incorporate into other websites, applications, social media accounts, or other online venues to enable (1) Holders to perform or share Songs on different Internet-based platforms and (2) Recipients to share and distribute Songs within the terms and conditions of the applicable License for such Songs. You may not use such embeddable function in any way that suggests that MyMusic License endorses, supports or is otherwise affiliated with you or such other websites or social media accounts. You shall use such embeddable function only in the form and display provided by MyMusic License, and you shall not edit, reconfigure, or otherwise alter the display of such embeddable function or any of the MyMusic License Content embedded or contained therein. MyMusic License reserves the right to restrict, terminate or otherwise prevent any use of such embeddable function in its sole discretion at any time, for any or no reason, with or without prior notice, and without liability.

(ii) The Services may include a function to allow a User to send a Holder, and a Holder to receive from a User, a payment (a “Tip”) in an amount chosen by such User that is not connected with any rights or licenses to any Song(s). MyMusic License shall (1) retain twenty percent (20%) of all Tips, except MyMusic License shall not retain any such amount of any Tips given by a User to a Holder which is a subscriber to a MyMusic License Pro Account, and (2) deduct from each Tip the payment processing fees and other third party fees associated with the processing of such Tip. After such retention and deductions, the remainder of Tips shall be applied to the Account of the applicable Holder.

11. User Disputes. You are solely responsible for your interactions with other MyMusic License Users, including the applicable Holders and Recipients with respect to an Order. MyMusic License reserves the right, but has no obligation, to monitor disputes between you and other Users.

12. Modification of Service. Notwithstanding any other provision of this Agreement or any Music Rights Agreement, MyMusic License and its licensors reserve the right to change, modify, suspend, discontinue or terminate the Site and/or any of or all of the Services at any time without notice. In no event will MyMusic License be liable to you or any third party should MyMusic License exercise this right from time to time.

13. Third Party Websites and Advertisements.

(a) Links to third party websites on the Site are provided solely for your convenience. If you use these links, you will leave the Site. We do not control and are not responsible for these sites, their Content or their policies, and your use of such third party sites is subject to their respective terms of use and privacy policies. We do not endorse or make any representations about third party sites or any Content, goods, or services available thereon or any results that may be obtained from using them. If you decide to access any of the third party sites linked to the Site, you do so entirely at your own risk.

(b) MyMusic License takes no responsibility for third party advertisements, which are posted, on this Site or through the Services, nor does it take any responsibility for the goods or services provided by such advertisers.

14. Privacy. Use of the Services is also governed by our Privacy Policy, which is incorporated into this Agreement by this reference.

15. Disclaimers.

(a) YOU ACKNOWLEDGE AND AGREE THAT ALL SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND, TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW, RULES, REGULATIONS AND ORDERS, MYMUSIC LICENSE EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER WRITTEN OR ORAL AND WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY REPRESENTATION OR WARRANTY WITH RESPECT TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE RELIABILITY OR PERFORMANCE OF THE SITE OR THE SERVICES OR THE RELIABILITY, ACCURACY OR COMPLETENESS OF ANY CONTENT. IN ADDITION, MYMUSIC LICENSE DOES NOT REPRESENT, WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY THIRD PARTY PRODUCT OR SERVICE ADVERTISED OR OFFERED ON OR THROUGH THE SITE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING. YOU UNDERSTAND AND AGREE THAT MYMUSIC LICENSE IS NOT RESPONSIBLE OR LIABLE FOR ANY TRANSACTION BETWEEN YOU AND ANY THIRD PARTY. WE HAVE NO CONTROL OVER AND DO NOT GUARANTEE THE ABILITY OF HOLDERS TO LICENSE CONTENT OR THE ABILITY OF RECIPIENTS TO PAY FOR CONTENT OR THAT A HOLDER OR RECIPIENT WILL ACTUALLY COMPLETE A TRANSACTION. AS WITH ANY PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. NO ADVICE OR INFORMATION WHETHER ORAL OR IN WRITING OBTAINED BY YOU FROM OR ON BEHALF OF MYMUSIC LICENSE SHALL CREATE ANY WARRANTY ON BEHALF OF MYMUSIC LICENSE IN THIS REGARD. YOU AGREE THAT YOU ARE MAKING USE OF THE SITE AND SERVICES AT YOUR OWN RISK. SOME ASPECTS OF THIS SECTION MAY NOT APPLY IN SOME JURISDICTIONS, SOLELY TO THE EXTENT PROHIBITED BY THE APPLICABLE LAWS OF SUCH JURISDICTIONS.

(b) ALTHOUGH MYMUSIC LICENSE WILL IN GOOD FAITH ENDEAVOR TO REMEDY ERRORS IN THE SITE OR THE SERVICES, MYMUSIC LICENSE SPECIFICALLY DOES NOT WARRANT THAT THE SITE OR THE SERVICES WILL OPERATE WITHOUT ERROR OR INTERRUPTION OR THAT ALL ERRORS IN THE SITE OR THE SERVICES WILL BE CORRECTED. MYMUSIC LICENSE SHALL HAVE NO LIABILITY ASSOCIATED WITH ANY INOPERABILITY, PERFORMANCE OF OR INABILITY OR DELAY IN YOUR ACCESS TO THE SITE OR THE SERVICES. MYMUSIC LICENSE WILL NOT BE RESPONSIBLE FOR ANY LOSS OR ANY MISAPPROPRIATING, INFRINGING OR WRONGFUL USE OF YOUR CONTENT BECAUSE OF THE SITE, THE SERVICES OR ANY OTHER ACT OR OMISSION OF MYMUSIC LICENSE OR OTHERWISE.

(c) MYMUSIC LICENSE IS NOT RESPONSIBLE FOR ANY PROBLEMS OR TECHNICAL MALFUNCTION OF ANY TELEPHONE NETWORK OR LINES, COMPUTER ONLINE SYSTEMS, SERVERS OR PROVIDERS, COMPUTER EQUIPMENT, SOFTWARE, FAILURE OF ANY EMAIL OR PLAYERS DUE TO TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET, THE SITE OR ON ANY OF THE SERVICES OR COMBINATION THEREOF, INCLUDING ANY INJURY OR DAMAGE TO USERS OR TO ANY PERSON'S COMPUTER RELATED TO OR RESULTING FROM PARTICIPATION OR DOWNLOADING MATERIALS IN CONNECTION WITH THE SERVICES.

16. Limitation on Liability.

(a) IN NO EVENT SHALL MYMUSIC LICENSE OR ANY OF ITS AFFILIATES, OR ANY OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OWNERS OR REPRESENTATIVES OF ANY OF THE FOREGOING (COLLECTIVELY, “RELATED PARTIES”) BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY SPECIAL, INDIRECT, RELIANCE, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND, LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS, OR LOSS OF GOODWILL, WHETHER ARISING IN CONTRACT (INCLUDING WITHOUT LIMITATION ANY NON-STANDARD MUSIC RIGHTS AGREEMENT), TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR OTHERWISE, OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE SITE, EVEN IF MYMUSIC LICENSE OR ANY OF ITS RELATED PARTIES HAVE BEEN NOTIFIED OF THE POSSIBILITY THEREOF.

(b) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, NONE OF THE RELATED PARTIES ARE LIABLE OR SHALL BE RESPONSIBLE FOR ANY DAMAGES OR LOSSES RESULTING DIRECTLY OR INDIRECTLY FROM (I) YOUR USE OR INABILITY TO USE THE SITE OR SERVICES, (II) GUIDANCE PROVIDED BY MYMUSIC LICENSE, (III) INTERRUPTIONS TO THE SERVICES, (IV) VIRUS OR MALICIOUS SOFTWARE CONTAINED ON OR TRANSMITTED THROUGH THE SITE OR THE SERVICES, (V) BUGS OR ERRORS OF ANY KIND ON THE SITE OR IN THE SERVICES, (VI) DAMAGE TO YOUR HARDWARE BY USE OF THE SITE OR THE SERVICES, (VII) THE ACTIONS OR OMISSIONS OF THIRD PARTIES, INCLUDING WITHOUT LIMITATION OTHER USERS, OR (VIII) A SUSPENSION OR TERMINATION OF YOUR ACCOUNT. SOME JURISDICTIONS DO NOT ALLOW CERTAIN DISCLAIMERS OF WARRANTIES OR EXCLUSIONS OF DAMAGES AND, TO THE EXTENT PROHIBITED BY LAW, SUCH DISCLAIMERS AND EXCLUSIONS MAY NOT APPLY TO YOU.

(c) REGARDLESS OF THE PREVIOUS PARAGRAPHS, IF ANY RELATED PARTY IS FOUND TO BE LIABLE, THE AGGREGATE LIABILITY OF THE RELATED PARTIES FOR ANY AND ALL CLAIMS, ACTIONS, DEMANDS, LOSSES, LIABILITY, DAMAGES (ACTUAL AND CONSEQUENTIAL), COSTS, EXPENSES OR SIMILAR ITEMS OF ANY KIND OR NATURE, WHETHER KNOWN OR UNKNOWN (COLLECTIVELY, “CLAIMS”) ARISING UNDER OR RELATED TO THIS AGREEMENT, THE SITE, THE SERVICES OR OTHERWISE SHALL BE LIMITED TO THE GREATER OF (I) $100, OR (II) THE FEES ACTUALLY PAID TO AND RETAINED BY MYMUSIC LICENSE FOR THE SERVICES GIVING RISE TO THE LIABILITY.

17. Indemnity. You agree to indemnify and hold harmless MyMusic License and its Related Parties from and against any and all Claims arising out of or related to (i) your breach of any of the representations, warranties or covenants of this Agreement, or (ii) any Content or Trademark posted on the Site by you on or through the Services.

18. Dispute with Users. If you have a dispute with one or more Users, you release MyMusic License and the other Related Parties from Claims arising out of or related to such disputes. By accessing the Services and using the Site, you expressly waive any protections, whether statutory or otherwise, that would otherwise limit the coverage of this release to include only those Claims that you may know or suspect to exist in your favor at the time of agreeing to this release.

19. U.S. Export Controls. Software available in connection with the Services (the “Software”) is further subject to United States export controls. No Software may be downloaded from the Services or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk.

20. Legal Disputes; Governing Law; Venue. PLEASE READ THIS PROVISION CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS. You agree that any claim or dispute that may arise between you and MyMusic License with respect to this Agreement will be resolved in accordance with this Section 20.

(a) Applicable Law. You agree that, except to the extent inconsistent with or preempted by federal law, this Agreement and any claim or dispute that may arise between you and any Related Party under it shall be construed under the laws of the State of California, without regard to its conflict of laws rules.

(b) Agreement to Arbitrate. You and MyMusic License agree that any and all claims and disputes arising between us pursuant to this Agreement and your use of the Site or the Services shall be resolved exclusively through final and binding arbitration. Alternatively, you may assert your claims and disputes in small claims court, if the claim or dispute so qualifies, so long as the claim or dispute remains in small claim court and advances on an individual (non-class) basis. The Federal Arbitration Act shall govern this agreement to arbitrate.

(i) Class and Representative Actions Prohibited. You and MyMusic License agree that each of us (or any other Related Party) may bring claims and disputes against the other only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. Unless both you and MyMusic License agree otherwise, the arbitrator may not consolidate more than one person’s claims or disputes or preside over a representative or class proceeding. The arbitrator may award relief only to the individual bringing the action and any relief awarded may not affect other Users.

(ii) Arbitration Procedures. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its rules and procedures, including the AAA’s Consumer Arbitration Rules (as applicable) as modified by this Agreement to Arbitrate. The AAA’s rules are available at www.adr.org. The AAA’s rules shall govern the number of arbitrators assigned to conduct the arbitration. The party intending to seek arbitration shall send to the other, by certified mail, notice of the dispute. Such notice should be sent to MyMusic License, Inc., 2001 Wilshire Blvd, Suite 501, Santa Monica, CA, 90403, Attn: Legal. MyMusic License shall send any notice to you at the email address on file associated with your Account. If you and MyMusic License are unable to resolve any of the claims or disputes described in such notice within 30 days after such notice is received, either party may initiate arbitration proceedings. The form for initiating arbitration is available at www.adr.org, and the party initiating arbitration must both file this form with the AAA and mail a copy of the completed form to the other party at the same addresses as set forth earlier in this paragraph. Any settlement offer made by you or MyMusic License shall not be disclosed to the arbitrator. The arbitration hearing shall be held in a mutually agreed location. The arbitrator’s award shall be consistent with this Agreement and final and binding, and judgment shall be entered in any court having jurisdiction thereof. Payment of all filing, administration and arbitrator fees shall be governed by AAA’s rules.

(iii) Invalidity. With the exception of Section 20(b)(i) above (“Class and Representative Actions Prohibited”), if an arbitrator or court decides that any portion of this Section 20 is invalid or unenforceable, all other portions of this Section 20 shall continue to apply. If an arbitrator or court decides that Section 20(b)(i) is invalid or unenforceable, then the entirety of this Section 20(b) and its subparts shall be null and void but the rest of this Section 20 shall continue to apply.

(iv) Opt-Out Procedure. If you are a new User, you can opt-out of this Agreement to arbitrate by mailing a written-opt out notice postmarked no later than 30 days after the date you accept the terms of this Agreement for the first time. The opt-out notice should be emailed to: http://oururbanspace.com/contact/The opt-out notice should state that you are opting out of the agreement to arbitrate in the MyMusic License terms of use and provide your name, address, phone number, Account information, electronic mail address, signature and date.

(v) Amendments to Agreement to Arbitrate. You and MyMusic License agree that if MyMusic License amends this agreement to arbitrate in the future, the amendment shall not apply to a claim or dispute filed by either party prior to the effective date of the amendment.

(c) If the agreement to arbitrate does not apply to you, either because you opt-out or as a result of a decision by an arbitrator or court order, you agree that any claim or dispute that has arisen between you and MyMusic License will be resolved exclusively by a state or federal court located in Los Angeles, California. You and MyMusic License agree to submit to personal jurisdiction of the courts located in Los Angeles, California for purposes hereof.

21. Notices.

(a) Any notice required or permitted to be given to any party to this Agreement shall be in writing and shall (i) if to MyMusic License, be either personally delivered by hand, delivered by prepaid courier or sent by prepaid registered mail and shall be deemed received upon delivery, and (ii) if to a Holder or a Recipient, be delivered via email.

(b) Any such notice shall be delivered or sent: (i) if to MyMusic License, to http://oururbanspace.com/contact/, and (ii) if to a Holder or a Recipient, to their respective email address specified on the Offer or in connection with their respective Account.

(c) The address at which notice may be given to a party may be changed by such party by giving written notice to the other parties as provided in this Section 21.

22. Force Majeure.

MyMusic License shall not be liable for any delay or failure in performance resulting from acts or occurrences beyond the reasonable control of MyMusic License, including, without limitation, (and whether similar or dissimilar) acts of God, acts of war, terrorism, riot, fire, flood, or other disaster or other natural occurrence, acts of government, strike, lockout, or power or Internet failure.

23. Assignment.

You may not assign or transfer any of your rights or obligations under this Agreement without the prior written consent of MyMusic License, and any such attempted assignment or transfer without such prior written consent shall be null and void. This Agreement shall be binding on the parties and their respective successors and permitted assigns.

24. Relationship of the Parties. You and MyMusic License enter into this Agreement as independent contractors, and neither MyMusic License nor you shall be or construed to be a partner, joint venturer, agent or employee of the other party.

25. General Provisions. This Agreement, the applicable Music Rights Agreement and the Privacy Policy constitute the entire agreement between you and MyMusic License regarding the use of the Site and/or the Services, operate to the fullest extent permissible by law and supersede all prior and contemporaneous agreements, understandings, proposals, and negotiations of any kind, whether oral or written, with respect to the subject matter hereof and thereof. The failure of MyMusic License to exercise or enforce any right or provision shall not operate as a waiver of such right or provision. Headings are inserted for convenience of reference only and shall not be used for the purpose of interpreting this Agreement, the applicable Music Rights Agreement, or the Privacy Policy. No party may create any obligation on behalf of any other party except as expressly set forth in the Music Rights Agreement in connection with the applicable Order. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, unlawful, void or unenforceable, such provision shall be severed from this Agreement and the other provisions shall remain in full force and effect, and that provision shall, to the fullest extent lawful, be reformed and construed as if such invalid, unlawful, void or unenforceable provision (or part thereof) had never been included herein and to be valid, lawful and enforceable to the maximum extent possible.

Appendix A

Permitted Use

Single Use Description

Feature Film

 

 

Logo

Use as background music in connection with the display of the same logo for a single feature film subject to agreed terms

 

Background Cue Opening Credits and/or Closing Credits

Use in single feature film as background music, in the display of opening and/or closing credits to such feature film, and/or in the soundtrack to such feature film subject to agreed terms

Independent Film

 

 

Logo

Use as background music in connection with the display of the same logo for a single independent film subject to agreed terms

 

Background Cue Opening Credits and/or Closing Credits

Use in single independent film as background music, in the display of opening and/or closing credits to such independent film, and/or in the soundtrack to such independent film subject to agreed terms

Film Festival 

 

 

Logo

Use as background music in connection with the display of the same logo for a single film festival film subject to agreed terms

 

Background Cue Opening Credits and/or Closing Credits

Use in single film festival film as background music, in the display of opening and/or closing credits to such film festival film, and/or in the soundtrack to such film festival film subject to agreed terms

Film Trailer

 

 

Logo

Use as background music in connection with the display of the same logo for a single film trailer subject to agreed terms

 

Background Cue

Use in single film as background music to a film trailer subject to agreed terms

Cable Television Show

 

 

Logo

Use in the display of the same logo for a single cable television show subject to agreed terms

 

Background Cue

Use as background music in a single episode of a cable television show subject to agreed terms

 

Theme Opening or Closing

Use as background music in the same theme opening or closing for a single series of a cable television show subject to agreed terms

Network Television Show

 

 

Logo

Use in the display of the same logo for a single network television show subject to agreed terms

 

Background Cue

Use as background music in a single episode of a network television show subject to agreed terms

 

Theme Opening or Closing

Use as background music in the same theme opening or closing for a single series of a network television show subject to agreed terms

Video Game 

 

 

Logo

Use in the display of the same logo for a single video game subject to agreed terms

 

Background Cue

Use as background music in a single video game subject to agreed terms

 

Theme Opening or Closing

Use as background music as a theme for the opening or closing of a video game subject to agreed terms

Advertisement 

 

 

Background Cue

Use as background music in a single advertisement subject to agreed terms

 

Theme/Jingle

Use as theme in multiple versions of an advertisement subject to agreed terms

Applications 

 

 

Logo

Use in the display of the same logo for a single online application subject to agreed terms

 

Background

Use as background music in a single online application subject to agreed terms

 

Theme Opening or Closing

Use as background music as a theme for the opening or closing of an application subject to agreed terms

Corporate Website

 

 

Background

Use in conjunction with an online publicly available for-profit business website subject to agreed terms

Corporate Video (Marketing/Tutorial)

 

 

Background

Use as background music in a publicly available single marketing or tutorial video for a for-profit business subject to agreed terms

Conference/Convention/Trade Show

 

 

Background

Use as background music at an event for a for-profit business subject to agreed terms

Corporate Internal Use

 

 

Background

Use as background music in an internal business presentation and/or intranet production of a business subject to agreed terms

Corporate Telephone On-Hold

 

 

Background

Use as background music through a corporate telephone system as music-on-hold or any similar other use through a corporate telephone system subject to agreed terms

Podcast

 

 

Background

Use as background music in a publicly available single podcast subject to agreed terms

 

Theme/Jingle

Use as theme in multiple versions of an advertisement for a podcast subject to agreed terms

YouTube

 

 

Background

Use as background music in an online publicly available single video (other than a non-profit organization) subject to agreed terms

Social Media 

 

 

Background

Use as background music in an online single video shared in any social media subject to agreed terms

Non-Profit Organization (Church, Charity, School, University)

 

 

Website

Use in conjunction with an online publicly available website for a non-profit organization subject to agreed terms

 

Background Event

Use as background music at an event for a non-profit organization subject to agreed terms

 

Background Video

Use as background music in a publicly available single video for a non-profit organization subject to agreed terms

 

Theme/Jingle

Use as theme in multiple versions of video produced for a non-profit organization subject to agreed terms

Personal Use Website

 

 

Background

Use in conjunction with an online publicly available non-commercial, non-business, personal website subject to agreed terms

Personal Use Online Video/Slideshow

 

 

Background

Use as background music in an online publicly available single video for non-commercial, non-business, personal use subject to agreed terms

Crowdfunding Campaign

 

 

Background

Use as background music in an online publicly available crowdfunding campaign subject to agreed terms

Wedding Video/Live Event Video

 

 

Background

Use as background music in a wedding video for both physical product distribution (e.g., DVD, etc.) and an online publicly available wedding video subject to agreed terms

Personal Video 

 

 

Background

Use as background music in a personal, non-commercial, non-business use video for both physical product distribution (e.g., DVD, etc.) and an online publicly available personal, non-commercial, non-business video subject to agreed terms

Radio

 

 

Feature Performance

Use in performances that are either the principle focus of audience attention (such as a song or other musical composition), whether performed "live" or by means of a recording, or other feature musical subject matter on a radio program that is not a performance as a theme or signature, bridge, cue or background music, jingle or in conjunction with an advertisement or announcement subject to agreed terms

Live Performance Venue

 

 

Background

Use in a public establishment that is not the principal focus of audience attention subject to agreed terms

 

Multimedia Background

Use in a commercial project using more than one medium of expression or communication that is not the principal focus of audience attention subject to agreed terms

 

Multimedia Theme

Use as a theme song for a commercial project using more than one medium of expression or communication subject to agreed terms

 

Backing Track for Performance

Use for synchronization in timed relation with other audio and/or visual elements within a production subject to agreed terms

Other Venue Background

 

 

Retail or Hairdresser Background

Use in retail stores under a single brand or chain of stores subject to agreed terms

 

Local Service Background

Use in a commercial service-based company that is not the principal focus of audience attention subject to agreed terms

Other Venue

 

 

Bars & Restaurants

Use for play in a public bar or restaurant subject to agreed terms

 

Sports Associations

Use for commercial sports institutions as background music or a theme song subject to agreed terms

 

Healthcare Institutions

Use for a corporate healthcare institution subject to agreed terms

 

Schools

Use for a public or private educational institution as background music or theme song subject to agreed terms

 

Churches

Use in a public setting at a religious institution subject to agreed terms

 

Music Associations

Use as background or featured music for a public or private music association subject to agreed terms

 

Dance Schools

Use as background or featured music for a public or private dance school subject to agreed terms