LICENSEMUSIC.COM Subscription Service Agreement This agreement ("Agreement") is entered into between Licensemusic.com Aps("LM") and the entity identified in Schedule "A" hereto ("Customer"). Whereas: Customer wishes to license music copyrights ("Tracks") offered by the Subscription Service ("the Service") of the URL www.licensemusic.com ("the Site") which for the avoidance of doubt includes without limitation, any and all sub-URL's of LM, or authorized by LM and any third party sites featuring Tracks and/or using any LM web properties or assets. Whereby: Subject to Customers full compliance with the terms and conditions of this Agreement and any and all other agreements made between Customer and LM, including in connection with the Service, individual Customer License Agreements, the Terms of Use Agreement or otherwise, Customer may upon LM's acceptance of this Agreement: a) Evaluate Tracks offered by the Service and preview and or download the same, but in each case only in the manner allowed by the Service, for the sole purpose of determining the suitability of Tracks for Customers use in the licensing application set forth in Schedule "A" hereof ("the Subscribed Application"), and b) During the Term of this Agreement (as hereafter defined) register and license the number of Tracks set forth in Schedule "A" hereof ("Subscribed Tracks") only for the Subscribed Application and in accordance with the Track Usage Registration Procedure (as hereafter defined), and Whereby: Customer wishes to be an authorized subscriber to the Service and by clicking on the "I accept" button, warrants and represents that it considers the terms and conditions of use hereunder to be fair and reasonable and confirms that it agrees to be bound thereby and that it has taken, or has declined to take expert legal advice in connection with this Agreement. Terms and Conditions of Use: To become and to remain an authorized subscriber to the Service, Customer agrees and accepts that: 1.0 Except for previewing and 'temp-tracking' purposes, it shall have no right or entitlement whatsoever to use any Track(s) or any portion thereof, for any purpose except where it shall have completed the Track Usage Registration Form therefore in accordance with the Track Usage Registration Procedure and received confirmation thereof from LM ("Confirmation of Registration"). 2.0 The Term of this Agreement will commence upon the date of LM's notice of acceptance of Customer as a subscriber of the Service, which notice shall be served by way of email notification to Customer ("the Acceptance Notice"). 3.0 The license period of each duly registered Subscribed Track shall be the period specified in the Confirmation of Registration therefor. 4.0 In the event that it shall not have registered during the Term the maximum number of Subscribed Tracks allowed hereunder, Customer shall forfeit the right to register any such unregistered Tracks remaining at the expiration of the Term. 5.0 This Agreement including any and all passwords and access codes provided by or approved by LM is personal to Customer and may not be assigned to, or be used by, any third party save that if Customer is a corporate entity Customer may allow members of Customer to use the Service provided always that Customer shall remain primarily liable to LM hereunder. 6.0 In connection with Limited Subscription Agreements and Unlimited Subscription Agreements (as each of the foregoing are hereafter defined) payment for licenses of Subscribed Tracks ("the Subscription Fee") shall be charged to Customers nominated credit card in full promptly following the Acceptance Notice except where Customer has elected to pay the Subscription Fee by installments ("Deferred Payments") in which event LM shall charge Customers nominated credit card as aforesaid with an amount equal to twenty five percent (25%) of the Subscription Fee promptly following issue of the Acceptance Notice and the balance thereof shall be charged to Customers credit card in nine (9) equal monthly installments ("the Payment Period") save that with regard to Limited Subscription Agreements only if during the Payment Period Customer shall have registered all the Subscribed Tracks, then LM shall be entitled to charge customer for the full remaining balance of the Subscription Fee otherwise due to be collected in the Payment Period. Deferred Payments hereunder shall be subject to a service charge equal to five percent (5%) of the Subscription Fee otherwise payable. 7.0 LM may terminate this Agreement forthwith in the event that Customer fails to make any payment due hereunder when required, shall use or attempt to use any Track or Subscribed Track for any use other than the Subscribed Application, shall use or attempt to use any unregistered Track, shall mislead or attempt to mislead LM with regard to any information or data required to be provided to LM hereunder, shall allow or attempt to allow any third party to access the Service, shall divulge any access code or password provided hereunder to any third party or shall breach or attempt to breach any of it's warranties, undertakings or representations herein. LM's right to terminate shall be in addition to any other right or remedy, including injunctive relief, which LM may have under this Agreement or at law, and Customer undertakes, represents and warrants to LM that: 8.0 all information provided by Customer to LM during the Term of this Agreement shall be accurate, complete and not misleading in any material respect. 8.1 it shall not disclose any access code or passwords provided to it under this Agreement in connection with the Service, the Site or otherwise to any third party and shall maintain such access code or passwords as confidential information provided to Customer only as a benefit of this Agreement. 8.2 it shall only use the Tracks and the Subscribed Tracks for the purposes contemplated herein and shall not use exploit or in any way attempt to obtain any benefit therefrom, except in strict accordance with the terms of this Agreement. 8.3 it shall exercise all due diligence with regard to and shall maintain strict controls and safeguards in connection with any and all Tracks and Subscribed Tracks howsoever received from LM to prevent any unauthorized use or distribution thereof and shall use its best efforts to ensure that any transmission of any Track(s) is undertaken in a safe manner so as to prevent unauthorized copying or retransmission by any third party. 8.4 it shall not assign or otherwise transfer this Agreement or any right granted hereunder to any person or entity. 8.5 it shall not, except to the extent allowed by LM and solely in connection with Customer's authorized use of the Site, copy or otherwise duplicate directly or indirectly any portion of the Site including without limitation, any of the information, trademarks, logo's, designs, graphics, systems, Tracks or otherwise contained therein for any purpose ("LM Protected Materials") and shall not use any software that enables the copying or duplication of LM Protected Materials for later off line viewing ('Web Copying'). 8.6 it shall abide by all copyright notices, information, or restrictions applicable to any LM Protected Materials accessed through the Service or otherwise published on the Site. 8.7 it shall indemnify, save, hold harmless and defend LM from and against any and all claims, demands, suits, damages, liabilities and all reasonable expenses connected thereto, including attorneys' fees, against or suffered by LM with respect to any matter that arises from or is a result of a breach or attempted breach of this Agreement by Customer. 8.8 LM shall have no liability of whatsoever nature to Customer in the event that any Track(s) selected by Customer shall not be available to license or if LM shall decline to grant a license therefor. 8.9 LM is acting on behalf of third party copyright owners and disclaims in connection with any Track(s) offered by the Service or the Site or otherwise any and all warranties of title, copyright infringement, merchantability or fitness for any purpose, application or condition of whatsoever nature without limitation. 9.0 Definitions. For the purposes of this Agreement the following terms shall mean: "Track Usage Procedure" the detailed completion of the online Track Registration Form which is required to be submitted to LM in connection with each requested license of a Subscribed Track. Only properly and fully completed Track Registration Forms in accordance with the Subscribed Application will result in a Confirmation of Registration being issued. LM shall have no liability to Customer with regard to declined licenses caused by Customer's inability to properly complete the Track Registration Form or otherwise. The use of any Track for which LM has not issued a confirmation of Registration is an act of copyright infringement. "Limited Subscription Agreement" Subscription Service Agreements that are limited to a predetermined number of Subscribed Tracks for a single Subscribed Application. "Unlimited Subscription Agreement" Subscription Service Agreements that are not limited by a predetermined number of Subscribed Tracks and under which there is no limit to the number of Tracks that can be registered and licensed for a single Subscribed Application. And Customer further agrees that: 10.0 LM reserves the right, at its sole discretion, to change, modify, add or remove portions of the Site and/or to vary suspend or discontinue any aspect of the Service at any time. Notification of changes in the Service will be posted on the Site, or sent via email. If any future changes to the Service shall result in Customer no longer being able to license the Subscribed Tracks for the Subscribed Application, or shall cause Customer to cease compliance with the Agreement (as varied), Customer may terminate this Agreement by email to customerservice@licensemusic.com. Upon such termination LM will email Customer a confirmation of such termination and Customer's subscription to the Service will be suspended within 24 hours. Customer shall be responsible for the Subscription Fee incurred from the date of the Acceptance Notice to the date that the subscription is deactivated without regard to the number of Subscribed Tracks registered and licensed hereunder. Customers continued use of the Service now, or following the posting of notice of any changes as aforesaid, will constitute a binding acceptance by Customer of such changes or modifications to the Service. 11.0 LM Protected Materials and all rights therein, are protected by all applicable copyright laws, and are owned and/or controlled by LM or the party credited by LM as the provider thereof. 12.0 The Service and the Site are protected by copyright as a collective work and/or compilation, pursuant to copyright law; and Customer may not modify, publish, transmit, participate in the transfer or sale of, reproduce (except as provided herein), create derivative works from, distribute, perform, display, or in any way exploit any LM Protected Materials in whole or in part. 13.0 This Agreement shall be construed and interpreted in accordance with the laws of the United Kingdom and the Courts of England shall be the sole courts of jurisdiction. AGREED AND ACCEPTED: LICENSEMUSIC.COM Aps TIME: DATE: CUSTOMER TIME: DATE: BY: (an authorized signatory) SCHEDULE "A" MUSICAL WORK: CATALOG #: WRITER: LABEL: