MUSIC LICENSE AGREEMENT

This Music License Agreement (“Agreement”) is entered into on the date of purchase of license
(“Effective Date”) by *** (hereinafter referred to as the “Author” or “Licensor” or “Website”)
and Licensee (hereinafter referred to as “You” or “Licensee”).

The Licensor and the Licensee are hereinafter individually referred to as a Party and collectively
as the Parties.

WHEREAS, the Licensor owns or controls all rights with respect to the Musical Track (defined
below)

AND WHEREAS, the Licensee seeks to obtain license for the use of such Musical Track, which
the Licensor has agreed to grant in lieu of License Fee, subject to the strict adherence of the terms
and conditions hereinafter mentioned.

NOW THEREFORE, and in consideration of the mutual promises and agreements herein
contained and intending to be legally bound, the parties hereby agree as follows:

TERMS OF THE LICENSE

1. DEFINITIONS AND INTERPRETATION

a) Definitions

i. Allowed Use: Allowed Use shall mean the activities that You are allowed to do with

the Musical Track. Please refer to clause 7(b).

ii. End Product: The End Product shall mean the audio-visual or audio-only work in

which the Musical Track is used. Some examples of the End Product are theatrically

released film, TV and radio advertisements, and TV series.

iii. License: The License shall mean the license granted in the copyrighted Musical Track.
 iv. Licensee: The Licensee shall mean You, yourself or your business entity. For an

employee acting on behalf of an organisation, it shall mean that organisation.

v. Musical Track: The Musical Track shall mean the track that you have selected on the

Website to license in exchange of License Fee.

vi. Single application: A single application means that the Musical Track shall be used

in only one unique End Product. Please refer to clause 7(a).

vii. Terms of Use: The Terms of Use shall mean the Terms of Use of the Website, as can

be found on the Website.

viii. Website: The Website shall refer to ***

b) Interpretations

i. The Licensor and the Licensee are hereinafter individually referred to as a Party and

collectively as the Parties.

ii. The section headings contained herein are for convenience in reference and are not

intended to define or limit the scope of any provision of this Agreement.

2. LICENSE GRANTED

During the "Term" hereof as hereinafter defined, You shall have the worldwide, non-

exclusive, non-transferable license to use the copyrighted Musical Track (“License”) for

the purpose and on the terms hereinafter described.

3. LICENSE FEE
 In the full consideration of the license granted herein, You shall pay such sum of money

for the Musical Track to the Licensor as stated for that particular track on the Website. It

is only after You make the full payment of one-time upfront license fee, that the License

will be granted to You for that Musical Track for which the payment has been made by

You.

4. TERM

This Agreement shall become effective upon the date You make the payment of the License

Fee, and shall be valid for an indefinite term, unless revoked, or terminated as per the terms

of this Agreement.

5. RIGHTS OF LICENSEE

a) The Author grants You, an ongoing, non-exclusive, worldwide license to make use of

the Musical Track that you have selected and paid for.

b) The License includes the right to utilise the Musical Track through communication of

the End Product to the public (i.e. performance), display, distribution and unlimited

reproduction. However, please note that you don’t have any such right of

distribution, display and performance with regards to the Musical Track.

c) You can make unlimited copies of digitally downloaded version of the Musical Track.

Moreover, there is no limit to the broadcast audience size of the End Product, and use

of the End Product in a theatrically released film is permitted.

d) However, You must read these rights in line with the Restrictions on Use (Clause 8)

to understand the what is not allowed to be done with this License.

6. RE-DISTRIBUTION

You cannot re-distribute the Musical Track as a Musical Track, as stock, in a tool or

template, or with source files. You can’t do this with the Musical Track either on its own

or bundled with other items (such as an audio compilation), even if you modify the Musical

Track. You can’t re-distribute the Musical Track “as-is” or with superficial modifications.

These things are not allowed even if the re-distribution is for free (i.e. for non-commercial

purposes).

7. MANNER OF USE

a) Single application: This is a Single Application license for one Allowed Use. This

means that You will need a separate license for each different Allowed Use.

b) Allowed Use: The following is the activity for which You are licensed to use the

Musical Track in a Single Application:-

“Synchronisation with an audio-visual or audio-only work, to create one End Product

that incorporates the Musical Track as well as other things, so that it is larger in scope

and different in nature than the Musical Track.”

c) Credits: In any End Product in which the Musical Track is used by You, the credit of

the song composition must be given to the Author in substantial form as “Music by

Dean Raskin” and as well as in product metadata as “Dean Raskin”.

d) Reproduction: You can make unlimited copies of digitally downloaded version of the

Musical Track. However, you cannot re-distribute it to anyone else. You may though
 send it to another member/employee of your team/organisation, who is working on the

same End Product. Please note, in such case the End Product must be the same.

e) Lawful Purpose: You can only use the Musical Track for lawful purposes. Also, You

can’t use the Musical Track in connection with defamatory, obscene or demeaning

material, or in connection with sensitive subjects or the subjects that may provoke

public outrage or hurt public sentiments.

f) Multiple mediums: You can distribute your End Product via different mediums

without having to purchase new licenses for each medium.

g) Modification: You shall not make modification or customization of the Musical Track.

In simple words, the song must stay recognizable as-is. However, You may trim it in

length. But You cannot mangle, distort or change the Musical Track. Moreover, the

trimmed version of the Musical Track must not be shorter than 20 seconds in length.

8. RESTRICTIONS ON USE

a) Single End Product: Please refer to Clause 7(a).

b) Registration: You are not being granted the ownership of the Musical Track and hence

you cannot register the Musical Track anywhere in the world. Moreover, You are

expressly prohibited from registering the your End Product with any content

identification system, service provider, music distributor, record label or digital

aggregator (for example TuneCore or CDBaby, and any other provider of user-

generated content identification services).

c) Re-distribution: Please refer to Clause 6.

d) Modification: Please refer to Clause 7(g).

 e) Customization by end user: You can’t use the Musical Track in applications allowing

an end user to customise a digital or physical product to their specific needs, such as

“on demand”, “made to order” and “build it yourself” applications. You may use the

Musical Track in these ways only if You purchase a separate license for each final

product created using the Musical Track.

f) Non-transferable: This license is being granted on a non-transferable basis. This is

also non-assignable.

g) Extraction: You must not permit an end user to extract the Musical Track and use it

separately from an End Product.

h) Export laws: You must not use the Musical Track in violation of any export laws that

apply to You.

9. OWNERSHIP

a) The Author of the Musical Track retains the complete and exclusive ownership of the

Musical Track, including the rights associated with the song composition and sound

recording, but only grants You the license to use the Musical Track on the terms

appearing in this Agreement. You cannot claim any sort of ownership over the Musical

Track (including song composition and sound recording), even if You modify or alter

it.

b) Nothing contained in this Agreement shall constitute an assignment by the Licensor,

Author or Website to You of any of the rights mentioned in the above clause.

c) You can’t claim trademark or service mark rights over the Musical Track within your

End Product.
10. NON-ASSIGNMENT

The license granted hereunder is personal to You and may not be assigned by any act of

yours or by the operation of law.

11. PERFORMANCE RIGHTS ORGANISATION

a) The Author of the Musical Track is a member of a P.R.O. and/or the Musical Track

is registered with a P.R.O. For P.R.O. Music, public performance rights are not

included with this license. If You intend to use the P.R.O. Music in an End Product

that is publicly performed or broadcasted, then You may need to obtain additional

performing rights from a P.R.O. and be subject to additional fees which are

collected by a P.R.O.

b) The P.R.O that the Musical Track is registered with, is the American Society of

Composers, Authors and Publishers (ASCAP).

c) Nothing in this license acts as a waiver of any P.R.O. fees.

12. REPRESENTATION AND WARRANTIES

a) By the Licensor

i. The Musical Track is original.

ii. No adverse claim exists with respect to the Musical Track.

iii. The Author owns or controls the Musical Track and all rights in it throughout

the world.
 iv. The Author has the full and exclusive right and authority to enter into this

Agreement and to make the grant herein contained.

b) By the Licensee/You

i. You have the full and exclusive right and authority to enter into this Agreement.

ii. You are at least 18 (eighteen) years old, or are of the age of majority according

to the laws of jurisdiction to which you are subject to.

iii. You hereby agree that the Author/Licensor/Website has not made any

guarantees or promises that the Musical Track fits any particular creative use or

musical purpose intended or desired by the Licensee. The Musical Track and

the underlying musical composition embodied therein are licensed to the You

“as is”, without warranties of any kind or fitness for a particular purpose.

iv. You have fully understood the rights and obligations (including the manner of

use and restrictions) associated with the license being granted to You.

13. INDEMNIFICATION

a) You agree to defend, indemnify, and hold the Licensor, Author, Website, its officers,

directors, agents and employees, harmless against all costs, expenses and losses

(including reasonable attorney's fees and costs) incurred through claims of third parties

against such Licensor, Author, Website, its officers, directors, agents and employees,

based on the actions or inactions of You or any breach of any representation or

warranty, or any other term of this Agreement by You.

 b) You recognise and agree that a breach or threatened breach of this Agreement by You

gives rise to irreparable injury to the Author, Licensor and Website, which may not be

adequately compensated by monetary damages. Accordingly, in the event of a breach

or threatened breach of the provisions of this Agreement by You, the Author, Licensor

and Website may seek and shall be entitled to a temporary restraining order and a

preliminary injunction restraining You from violating the provisions of this Agreement.

Nothing herein shall prohibit Author, Licensor and Website from pursuing any other

available legal or equitable remedy from such breach or threatened breach, including

but not limited to the recovery of damages from You. You shall be responsible for all

costs, expenses or damages that Producer incurs as a result of any violation by the of

any provision of this Agreement by You. Your obligation shall include court costs,

litigation expenses, and reasonable attorneys' fees.

14. BREACH

The following circumstances shall constitute the breach:- (“Breach”)

a) If You engage in the commercial exploitation and/or sale of the Musical Track or the

End Product outside of the scope and manner expressly provided for in this Agreement,

You shall be liable to the Author, Licensor and Website for monetary damages in an

amount equal to any and all monies paid, collected by, or received by You, or any third

party on your behalf, in connection with such unauthorized commercial exploitation of

the Musical Track and/or End Product.

 b) If You use the Musical Track in any obscene, derogatory, immoral, demeaning

material, or in connection with sensitive subjects or the subjects that may provoke

public outrage or hurt public sentiments.

c) If You unauthorisedly make the distribute the Musical Track to any third party or make

it available to the public for free or paid use or distribute it in any other manner.

d) If you fail to give credits of the music composition to the Author according to the terms

of this Agreement.

e) If You breach or violate or fail to observe any of the terms mentioned in this

Agreement.

15. TERMINATION

a) Cure Period and Termination Rights: If your acts constitute Breach of this

Agreement, You will be given a written notice of the same by the Author, Licensee,

Website, or their employee, agent, authorized representative, and You shall have 5

(five) business days (“Cure Period”) from the receipt of a written notice by the Author,

Licensor, Website, or their authorized representative to cure any alleged breach of this

Agreement by You. Your failure to cure the alleged Breach within 5 (five) business

days shall give the right to the Author, Licensor or Website to terminate your rights

hereunder.

b) If You breach the terms of this license, you will be required to stop using the Musical

Track and the End Product and the license granted herein. Moreover, the Author,

Licensor or Website will be entitled to seek any other remedies available against you

at law for the breach, including an award of damages and injunction.

 c) Licensor’s Sole Discretion: The Licensor shall have the option, at Licensor’s sole

discretion, to terminate this License at any time upon written notice to You. Upon

Licensor’s exercise of the option, You must immediately stop using the Musical Track

and shall also remove the End Product from any and all digital and physical distribution

channels and must immediately cease access to any streams and/or downloads of the

End Product by the general public. However, you must note that this is a saving

clause and the Licensor will only exercise this discretion in extraordinary and

compelling circumstances. You can be assured that it will in no way will affect

your rights as a genuine and bona-fide Licensee.

16. GOVERNING LAW AND DISPUTE RESOLUTION

a) This Agreement shall be governed by the laws applicable to the territory of Texas,

(United States of America).

b) If in case, any controversy, conflict or dispute of any nature arises between You and

Author or Licensor or Website, arising out of, or in connection with the provisions of

this Agreement, the Parties shall spend at least 15 days to try and use all means to

amicably resolve that dispute or conflict or controversy.

c) If however, the attempt to settle such a dispute amicably fail, then such controversy,

conflict or dispute between You and Author or Licensor or Website, shall be settled

exclusively and finally by arbitration. The place of arbitration shall be Flower Mound

(Texas, United States of America) and the arbitration shall be conducted in the English

language. The arbitral tribunal shall consist of a sole arbitrator, which is to be appointed
 by the Author or Licensor or Website. You agree that the award of the arbitrator shall

be final and binding upon You and Author or Licensor or Website.

d) Notwithstanding anything to the contrary contained herein, if for any reason above

mentioned arbitration clause is declared to be unenforceable by Court of law, or if there

is any dispute in relation to the arbitration clause, then such dispute shall be brought to

the exclusive jurisdiction of the courts located in Flower Mound (Texas, United

States of America).

e) That the Parties are free to choose to not be bound by this Arbitration clause, by their

mutual consent.

17. NOTICES

a) Any notices required or permitted to be given hereunder by either Party to the other

shall be given in writing: (a) by personal delivery; (b) by electronic mail

b) The E-mail to the Author, Licensor or Website shall be sent at ***.

c) The E-mail to the Licensee shall be sent at the e-mail address of the Licensee as

available with the Author, Licensor or Website.

d) If no e-mail address of the Licensee is available with the Licensor, or if the e-mail

address submitted by the Licensee turns out to be false, then in that case the Licensor

reserves the right to send notice to the Licensee in any other way as he deems

reasonable.

18. INCONSISTENCY WITH THE TERMS OF USE

 This license applies in conjunction with the Terms of Use for your use of the Website. If

there is an inconsistency between this License and Terms of Use of the Website, this

License will apply to the extent necessary in order to resolve such inconsistency.

19. SEVERABILITY

If any provision hereof is held invalid or unenforceable by a court of competent

jurisdiction, such invalidity shall not affect the validity or operation of any other provision

and such invalid provision shall be deemed to be severed from the Agreement.

20. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding of the Parties, and revokes and

supersedes all prior agreements between the parties and is intended as a final expression of

their Agreement. It shall not be modified or amended except in writing signed by the Parties

hereto and specifically referring to this Agreement. This Agreement shall take precedence

over any other documents which may be in conflict therewith.

21. WAIVER

No waiver by any Party of any default shall be deemed as a waiver of any prior or

subsequent default of the same or other provisions of this Agreement.

22. That You have read over and understood all the contents of this Agreement and are entering into
the same without any force or pressure from anybody.