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This Agreement ("Agreement") is made between SSPMC, LLC ("SSPMC"), at 15332 Antioch Street, Suite 423, Pacific Palisades, CA 90272 and the entity providing information in other pages of this application and hereby requesting access to SSPMC's online music licensing service ("Licensee"). Whereas, SSPMC owns and/or administers certain rights in and to musical compositions and sound recordings ("SSPMC Music") that are organized by various criterion into collections or music libraries; and Whereas, Licensee desires to search, access and temporarily synchronize ("Review") certain SSPMC Music into one or more projects produced and/or owned by Licensee or by clients of Licensee ("Projects") solely for the purpose of internal consideration, only, and thereafter to potentially formally license such SSPMC Music for inclusion in and exploitation of completed Projects that incorporate SSPMC Music. Now Therefore, the parties do hereby agree as follows: 1. By completing this Agreement and other portions of the application process Licensee hereby requests the ability to Review SSPMC Music. Upon approval, SSPMC will grant Licensee the limited right to Review SSPMC Music as described herein, only. This right shall include the ability to download low-res mp3 format versions of the SSPMC Music for temporary synchronization in Licensee Projects, subject to the terms and conditions of this Agreement. The "Term" of this Agreement during which Licensee has the right to Review SSPMC Music in connection with Projects is one year, commencing with the approval of this Agreement by SSPMC. The Term shall automatically be extended for consecutive one-year periods unless terminated in writing by either SSPMC or Licensee at any time. All synchronization must occur in the United States or Canada unless a particular Music License allows otherwise. 2. Licensee hereby acknowledges and agrees that the Review process is solely for purposes of internal decision making and specifically does not grant any right to Licensee or any other person or entity to make any commercial or promotional exploitation of a Project embodying any SSPMC Music. 3. If after Review of SSPMC Music as temporarily incorporated into a Project Licensee elects to exploit the Project embodying the SSPMC Music by any means or method for any promotional or commercial purpose, Licensee shall immediately notify SSPMC in writing (email shall be sufficient for this purpose) and request a license (each a "Music License") which request shall include (1) the name of the piece(s) of SSPMC Music, (ii) time period, (iii) geographic territory and (iv) type of use for which the license is requested. Upon receipt of each such request, SSPMC shall, subject to any actual license restrictions, issue a non-exclusive license to Licensee at SSPMC's then current rates. No such Music License shall grant any right to use the SSPMC Music separate or apart from the Project. 4. The right and license to synchronize SSPMC Music into Project(s) (other than for Review) and the right and license to exploit SSPMC Music as embodied in Project(s) are specifically conditioned upon complete compliance by Licensee (and any party acquiring rights from Licensee) with all terms and conditions of each Music License, including, but not limited to the accurate reporting of music uses to the appropriate performing rights societies (for Projects that require performance licenses), and the timely payment by Licensee of all fees and other consideration required under the Music License(s). 5. Licensee acknowledges that nothing contained or implied herein, including in the limited grant of Review rights or in the granting of any eventual Music License shall be deemed to or shall make any transfer of ownership in any SSPMC Music or SSPMC metadata, and copies thereof to Licensee or any other person or entity at any time. The use of the SSPMC Music for Review (or any other) purposes is extended solely to Licensee, and Licensee shall not, without SSPMC's prior written consent, sell, lease, lend, give or otherwise transfer the SSPMC Music (or allow any third party to use Licensee's online system passwords) to any other persons or entities. The use of the SSPMC Music other than for the limited rights granted herein is expressly prohibited. For avoidance of doubt, Licensee shall be entitled to grant rights in and to the Project, provided that each person or entity so acquiring rights in or to the Project shall be subject to the obligations and restrictions under this Agreement and the Music License. 6. From time to time, cues contained in the SSPMC Music libraries may cease to be available from SSPMC, and such cues shall be promptly removed from the online service. To the extent that during the Term of this Agreement SSPMC has notice that Licensee previously Reviewed such cues, SSPMC will make commercially reasonable efforts to notify Licensee. Notwithstanding the foregoing, any Project for which a Music License has been concluded and paid in full prior to the date such cue was removed from SSPMC Music can continue to be exploited as per the terms and conditions of that Music License. Licensee agrees that neither removal of cues from SSPMC Music nor a failure to notify Licensee will constitute a breach of this Agreement. If Licensee has selected SSPMC Music for Review prior to the date on which SSPMC ceased to control rights for that particular cue and thereafter Licensee requests a Music License, SSPMC shall use reasonable efforts to secure the Music License for Licensee, but failure to do so shall also not be deemed a breach of this Agreement. 7. SSPMC represents and warrants to Licensee that SSPMC has the full right, power and authority to enter into this Agreement and to grant the rights granted herein. Except as set forth in the immediately preceding sentence, SSPMC makes no representations or warranties of any kind with respect to the SSPMC Music. SSPMC agrees to indemnify Licensee from any and all claims, liabilities, losses, damages and expenses (collectively, "Claims"), including, without limitation, reasonable attorneys' fees and expenses, arising from any Claim by any third party that any recorded selection(s) SSPMC Music provided to Licensee infringes any copyright, but only to the extent of the consideration theretofore paid to SSPMC by Licensee in connection with the subject SSPMC Music. In no event shall SSPMC's total liability to Licensee or to third parties exceed the amounts received by it hereunder in connection with the subject SSPMC Music. 8. Licensee represents and warrants to SSPMC that it has the full right, power and authority to enter into this Agreement and to perform all obligations to be performed by it under this Agreement, including, but not limited to in connection with limitations on the use of SSPMC Music. Licensee agrees to indemnify SSPMC, its parent companies and its principals, officers, directors, agents, employees, representatives, successors and assigns (each an "Indemnifying Party") from any and all Claims, including, without limitation, reasonable attorneys' fees and expenses, that arises in connection with any use of the SSPMC Music by Licensee or an Indemnifying Party that is not in accordance with this Agreement or which otherwise arises from a breach by Licensee or the Indemnifying Party of a representation, warrant or agreement made by Licensee under this Agreement or a Music License. 9. Licensee understands that certain cues in the SSPMC libraries may carry restrictions on their use and Licensee agrees such cues shall not be used in contravention of the restrictions provided by SSPMC. In the event of there being any doubt, Licensee shall contact SSPMC in each instance, and all decisions by SSPMC regarding the appropriateness of the use of the subject SSPMC Music in a Project shall be final. 10. Upon expiration or termination of this Agreement, and unless Licensee has a separate agreement with SSPMC, Licensee agrees to return to SSPMC all materials supplied to Licensee by SSPMC, to delete copies of any SSPMC Music in its possession from any storage devices owned or controlled by Licensee, and no longer access SSPMC's online service. 11. This Agreement shall be governed by the laws of the State of California (except its choice of law statutes) and Licensee hereby consents to exclusive jurisdiction and venue in the Federal and State courts sitting in Los Angeles County, California. Licensee waives all defenses of lack of personal jurisdiction and inconvenient forum. In any action to enforce any right or remedy under this Agreement, the prevailing party shall be entitled to recover its costs, including reasonable attorneys' fees. 12. This Agreement is personal to Licensee and Licensee may not assign or transfer control of this Agreement or any rights and/or obligations hereunder without SSPMC's prior written approval. 13. If any provision of this Agreement shall be found invalid or unenforceable, then such provision shall not invalidate or in any way affect the enforceability of the remainder of this Agreement. 14. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements or communications. This Agreement shall not be modified except by a written agreement signed by each of the parties. A waiver by either party hereto of a breach of any provision herein shall not be deemed a waiver of any subsequent breach, nor a permanent modification of this Agreement or such provision

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