License #U753841T1110795

This music license agreement is a contract between you (the “Licensor”) and AudioMicro, Inc. (“AudioMicro”), collectively the “Parties”. Upon purchasing this license, you agree to be bound by the following terms and conditions:

Grant of License

AudioMicro grants you a non-exclusive license to utilize a particular sound recording (and the underlying composition), hereinafter referred to as the “Music”, in accordance with the terms and conditions herein. This license is valid in perpetuity and in the territory of the world, with the exception of the Television / Radio Advertising License, as indicated below. Once you make payment to AudioMicro for use of the Music, and so long as you comply with the terms of this agreement, you may use the Music in all versions (including in-context trailers and promotions therefor) of a single project. You may use the Music in either your own projects or in those projects undertaken on behalf of your employer or client.

Standard License

The Standard License includes use of the Music in the following types of projects: iPhone/iPad/Android/Facebook apps, web videos (YouTube - including commercial rights, Vimeo, etc.), websites, podcasts, softwares, video games, slideshows, Powerpoint, Flash, animations, music on hold, wedding videos, corporate videos, and film festivals. It also includes broadcast of the music on Television and Radio (cue sheet required) and as long as it is not part of a Advertisement run on TV or Radio, in which case, the Television / Radio Advertising license would be required. The standard license also includes the reproduction of up to 1,000 copies of your project in physical, tangible products like CD’s, DVD’s, VHS tapes, Blu-ray, toys, and console games.

The only exception to the above is that if your app/software/podcast/video or other downloadable digital product is available for sale (i.e. not free) or makes use of “in-app” purchasing, then a Mass Reproduction License is required, but only in the event that you distribute, or intend to distribute, more than 1,000 digital copies.

Mass Reproduction License

The Mass Reproduction license grants you all of the same rights as the Standard License, but also includes the right to distribute up to either a) 10,000 copies OR b) UNLIMITED copies of your for-sale (i.e. not free) project, depending on the option chosen at the time of checkout. Digital products made available for free do not require a Mass Reproduction License. Free apps and games that allow in-app/in-game purchasing are considered paid (i.e. not free) for purposes of this license agreement and do require a Mass Reproduction License.

Television / Radio Advertising License

The Television / Radio Advertising license grants you all of the same rights as the Standard License, but also includes the right to utilize the Music in either a) Local/Regional TV and Radio advertisements (based on an area of 250 miles in all directions) OR b) National/Worldwide TV and Radio advertisements, depending on the option chosen at the time of checkout. We also require you to file a cue sheet for music used on Television. For more info about cue sheets, please send an email to support@audiomicro.com.

Theatre Presentation / Commercial Film Release License

The Theatre Presentation / Commercial Film Release License grants you all the same rights as the Standard License, but also includes the right to utilize the music in a film, play, or other presentation that may be broadcast in a theatre, stadium, or other venue upon being synchronized with your audio-visual project. This license is valid worldwide and in perpetuity. It is not required for film festivals, student films, and contest submissions.

Prohibited uses

You may not use the Music in any downloadable format intended for multiple distribution such as in a template-based system, e-card generator, or other medium that re-sells/redistributes the Music or products incorporating the Music or in any "build-it-yourself" media tool. If you desire to do so, please contact us for special license arrangement. You may not use the Music to compete with AudioMicro, upload it to any other music library, or use it in a way that would likely be considered pornographic, defamatory, libelous, obscene, fraudulent or illegal.

Ownership

You understand that AudioMicro’s contributors own and retain all right, title, and interest in the Music. You may not sublicense, sub-distribute, or resell the Music as your own, even if it has been transformed with additional musical instruments or voice-overs. If you’d like to use the Music in such a manner, please contact us for a special license arrangement.

Limitation of liability and remedies

In no event shall AudioMicro’s total aggregate liability to you, or to any third party claiming through you, arising out of or in connection with your use of or inability to use the Music (whether in contract, tort, or otherwise) exceed the monetary amount actually paid by you to AudioMicro for use of the applicable Music. Your sole remedy shall be a refund and you agree that this license is granted to you without any further warranty or recourse.

Indemnification

You agree to indemnify and hold AudioMicro, its affiliates, parents, subsidiaries, employees, directors, officers, successors, assigns, distributors, investors, lenders and anyone else associated with AudioMicro, harmless from, and against, any and all claims, liabilities, costs, damages, or expenses (including attorneys' fees), asserted against AudioMicro arising out of your use of the Music.

Jurisdiction

This Agreement, its validity and effect, shall be solely interpreted and governed by the laws of the State of California and within the United States. Any claims shall be brought solely in the Federal District Court of the District of California, and in the county of Los Angeles. You expressly consent to the exclusive jurisdiction of these courts and to the service of any required notice or process upon you by registered mail or overnight courier with proof of delivery.