ClearTracks Media, Inc. ("ClearTracks") is not a law firm and does not provide legal services or legal advice. Execution of a Content License Agreement does not create a lawyer-client or other relationship. ClearTracks makes its licenses and related information available on an “as-is” basis. ClearTracks gives no warranties regarding its licenses, any material licensed under their terms and conditions, or any related information. ClearTracks disclaims all liability for damages resulting from their use to the fullest extent possible.

This Content License Agreement (“License”), as referenced in the ClearTracks Terms of Use (the “General Terms”), applies to the relationship between the licensor (the “Licensor”) of rights in and to a Work (as defined below) contained in the ClearTracks Service and the person adopting this License as licensee hereunder (the “Licensee”).

This License incorporates the specific terms set forth in the License Request Form completed by the Licensor and Licensee on the Site (the “Specific Terms”).

Capitalized terms not defined in this License shall have the meanings ascribed to them in the General Terms. In the event of any inconsistency between this License and the General Terms, the General Terms shall control.

1. Licensed Content

Licensor is the owner (or person deriving applicable rights from an owner) of that master recording and/or associated musical composition, or component thereof, which is described in the Specific Terms (the “Work”).

2. License

By Licensor making the Work available for license on the ClearTracks Service, on the terms designated by Licensor on the ClearTracks Service, and by Licensee acknowledging acceptance of this Agreement on the ClearTracks Service, each is agreeing to this License in respect of the Work, on the Specific Terms designated by Licensor on the ClearTracks Service, and on the terms set forth herein, and such agreement shall constitute a legally binding contract.

Subject to and expressly conditioned upon compliance with this License, including the Specific Terms, and the General Terms, and on the terms and conditions set forth herein and therein and as designated by Licensor on the ClearTracks Service, Licensor hereby grants to Licensee a license, the terms of which are as follows (according to the specific type of license specified in the Specific Terms):

If a Remix License is specified in the Specific Terms, such license consists of the following rights:

(a) Licensor grants to Licensee a non-exclusive license to prepare a single derivative work of the Work (the “Remix”), which may be in combination with content created, owned or licensed by Licensee including other works licensed though the ClearTracks Service;

(b) Licensor grants to Licensee the exclusive right to distribute the Remix solely via the ClearTracks Service pursuant to an applicable ClearTracks License; and

(c) To the extent that a new copyright work is deemed to have been created in the Remix, such copyright shall be owned by Licensor, subject to the terms of this License. Licensor may not directly or indirectly assert any interest in, property rights in, copyright in, or any other right in the Remix.

If a DJ Mix License is specified in the Specific Terms, such license consists of the following rights:

(a) Licensor grants to Licensee a non-exclusive license to incorporate the Work into a mixed compilation of multiple musical works licensed though the ClearTracks Service (the “DJ Mix”); and

(b) Licensor grants to Licensee the exclusive right to distribute the DJ Mix solely via the ClearTracks Service pursuant to an applicable ClearTracks License.

If a Sample License is specified in the Specific Terms, such license consists of the following rights:

(a) Licensor grants to Licensee the non-exclusive right to use, reproduce and sell the Work as included within a new composition created by Licensee (the “New Composition”);

(b) Licensor grants to Licensee the right to re-mix, edit or create new derivative versions of the New Composition; and

(c) Licensor grants to Licensee the exclusive right to distribute the New Composition solely via the ClearTracks Service pursuant to an applicable ClearTracks License.

If a Sync License is specified in the Specific Terms, such license consists of the following rights:

(a) Licensor grants to Licensee a non-exclusive license to use the Work in conjunction with, and synchronized to, the visual media designated in the Specific Terms (the “Sync Use”) and in promotional and advertising activities related thereto. The license shall include, but shall not be limited to, the use of the Work, and any recording and any performance thereof, in synchronized or timed relation to the designated Sync Use and any remake or remakes thereof.

(b) Licensor grants to Licensee the right to re-record, edit, mix and re-mix, dub and re-dub the Work in Licensee’s sole discretion.

(c) Licensee shall be permitted to distribute the Sync Use solely through those channels and media nominated in the Specific Terms. For these purposes:

1. “Television” means distribution by way of over-the-air analog or digital broadcast television, cable television service or equivalent delivery systems, such as DBS, SMATV, MMDS, MDS, LMDS, TVRO, C-band, Ku-band and Ka-band;
2. “Cinema” means distribution by means of display to the public at commercial and non-commercial cinemas, theaters and screening rooms;
3. “Physical Media” means any physical data storage medium such as DVD, VHS video, UMD or Blu-ray Disc;
4. “Online” means distribution via the internet, by way of download (temporary or permanent) or streaming (interactive or non-interactive), such as iTunes, Amazon, Netflix and Hulu; and
5. “Website” means to make the Work available, solely by way of streaming, to users of the website specified in the Specific Terms.

(d) Company agrees not to manufacture or distribute sound recordings (including soundtrack albums, promotional CD’s or any and all methods of sound recording) separately from actual positive prints of the Film and directly integrated media.

3. Name and Likeness; Attribution

(a) To the extent designated in the Specific Terms, if any, Licensor grants to Licensee the right to use those specified elements of Licensor’s name, approved photograph, likeness and biographical material. Each manner of use of such material must be preapproved by the Licensor in writing. Licensee may not use any such material so as to constitute an endorsement or testimonial, either expressed or implied, of any group, organization, product, service, or commercial venture unless expressly agreed in the Specific Terms.

(b) To the extent designated in the Specific Terms, if any, Licensee shall accord Licensor attribution, the type, size, shape, color, placement, duration and other characteristics of which shall be at Licensee’s sole and absolute discretion. Without limiting the foregoing, Licensee shall (i) identify Licensor and any others designated to receive attribution, in any reasonable manner requested by the Licensor (including by pseudonym if designated); (ii) include a copyright notice; (iii) include a notice that refers to this License; and (iv) include a notice that refers to the disclaimer of warranties contained herein.

4. Copyright

(a) Licensee acknowledges and agrees that Licensor (and/or its licensors) exclusively owns any and all right, title, and interest in the intellectual property comprising the Work and that the copyright or copyrights in and to the Work shall remain in full force and effect and shall be unaffected by the use of the Work in the manner specified herein. Performer agrees that it will not, during the term of this Agreement or thereafter, contest the validity of Licensor’s ownership of the Work or any derivative thereof.

Licensee may not use the Work so as to constitute an endorsement or testimonial, either expressed or implied, of any group, organization, product, service, or commercial venture unless expressly agreed in the Specific Terms.

5. Fees/Royalties

(a) The fees and/or royalties for the license of the Work, if any, set forth in the Specific Terms, together with standard fees payable to ClearTracks may be collected by ClearTracks from any payments made to Licensee through the ClearTracks Service, in accordance with the practices designated by ClearTracks from time to time.

(b) ClearTracks will remit any payments due to Licensor through the ClearTracks Service, in accordance with the practices designated by ClearTracks from time to time.

(c) This License shall be suspended for so long as any amounts due to Licensor or to ClearTracks remain unpaid by Licensee, and any and all transactions during the period of such suspension shall be null and void and amounts collected in connection therewith shall not be payable to Licensee.

6. Reports/Audits To the extent that the Specific Terms require the payment of fees and or royalties which are expressed as a percentage of Licensee’s income, or are expressed as performance income based on a number of plays or some similar metric, then:

(a) Licensee and Licensor may view statements generated as part of the ClearTracks Service setting forth the calculation of such payments; and

(b) Licensor’s representatives may, from time to time, during regular business hours, on seven (7) days’ written notice, during the Term and for one (1) year thereafter, audit the books and records of Licensee relating to this Agreement, solely for the purpose of determining compliance with the terms hereof. If any such audit discloses that any of Licensee’s payments was less than the amount that should have been paid, the payment required to be made to eliminate the discrepancy shall be made promptly, and, if the discrepancy is ten percent (10%) or more of the amount actually paid for the subject period, Licensee promptly shall reimburse Licensor for the reasonable cost and expenses of the audit.

7. Warranties

(a) Licensor hereby represents and warrants to Licensee that it has full rights to provide this License and the rights contained herein.

(b) Neither the Work nor any other material supplied by Licensor will violate or infringe upon any common law or statutory right of any person including, without limitation, contractual rights, copyrights, and rights of privacy.

(c) Licensor owns or controls 100% of the Work.

8. Indemnity Licensor hereby agrees to indemnify and hold harmless Licensee, Licensee’s successors, sub-licensees, distributors, sub-distributors and assigns, from and against any damages, liabilities, costs and expenses, including reasonable attorneys’ fees actually incurred, arising out of or in any way connected with the breach by Licensor of any warranty, representation or agreement made by Licensor herein.
9. Miscellaneous

(a) Licensee shall have no right to assign its rights and obligations hereunder

(b) Nothing contained in this License shall be construed so as to make the parties partners or joint venturers, or to permit one party to bind the other to any agreement.

(c) No waiver or modification of any of the terms of this License shall be valid unless in writing, signed by both parties. Failure by either party to enforce any rights under this License may not be construed as a continuing waiver or as a waiver in other instances.

(d) If any term or provision of this License is for any reason held to be invalid, such invalidity shall not affect any other term or provision, and this License shall be interpreted as if such term or provision had never been contained in this License.

(e) Each of Licensor and Licensee indemnifies and holds harmless ClearTracks, and its affiliates, officers, managers, shareholders, employees and agents, their successors and assigns (the “ClearTracks Parties”) from any and all loss, damage, cost or expense, including reasonable attorney’s fees, by reason of any adverse claims by a party or other third party in and to the subject matter hereof. For the avoidance of doubt, each of the ClearTracks Parties is made a third party beneficiary to this License, entitled to the benefit of its provisions. Subject only to the foregoing, each party acknowledges and agrees that no ClearTracks Party is a party to this License, which is entirely between the Licensor and Licensee.

(f) This License, together with the Specific Terms and General Terms, sets forth the entire understanding of the parties relating to the subject matter hereof and supersedes all prior agreements, whether oral or written, pertaining thereto.

(g) This Agreement shall be governed by the laws of the State of New York applicable to contracts entered into and performed entirely within the State of New York without reference to principles of conflicts of laws.