TERMS OF USE (UPDATED AND EFFECTIVE AS OF JUNE 25, 2024)

PLEASE READ CAREFULLY

Audilus, Inc. License Agreement - Sync

This License Agreement (this “Agreement”)
is made as of the Contract Date by and between Audilus, Inc. (“Audilus”), and the Licensor(s) set forth in the Licensor Confirmation and
Submission Schedule attached hereto as Schedule A and made a part hereof
(the “Submission Schedule”). Unless otherwise defined herein,
capitalized terms shall have the meanings ascribed in Section 1 below. 

 

WHEREAS,
Licensor owns and controls certain Compositions and Master Recordings embodying
said Compositions set forth on the Submission Schedule (such Compositions and
Masters, the “Tracks” and each a “Track”), and Licensor wishes to
permit Audilus, on a non-exclusive basis, to make these Tracks available
through the Audilus web site, the Internet or other broadcast, transmission and
distribution means and media for audition by third parties; and 

 

WHEREAS, Audilus possesses a
business network and technological facility, including the Audilus and Sead
Publishing web sites, which permits Audilus to make the Tracks available to
such third parties; and 

 

WHEREAS,
Licensor wishes to license the Tracks to Audilus, and to permit Audilus to
sub-license the Tracks to one or more Third Party Users for a particular use
(each, a “Licensed Use”), such that Licensor and Audilus may
receive compensation as a result of such Licensed Use, and to permit Audilus to
administer and collect revenues and other amounts resulting from each Licensed
Use; and 

 

WHEREAS,
Licensor wishes to permit Audilus to administer certain of Licensor’s rights to
and interests in the Tracks, so that at such time as Audilus has granted a
Licensed Use with respect to any Track, Audilus shall administer and collect
revenues and other amounts resulting from each such Licensed Use, including any
and all monies paid by the relevant performing rights society or organization
(other than the so-called “writers share” of performance royalty income). When
Audilus has non-exclusive administrative rights to Licensor’s Tracks, Audilus
shall re-title the Track so that Audilus collects the Publisher’s share of
royalties earned by Audilus licenses only. 

 

NOW, THEREFORE,
in consideration of the mutual covenants and undertakings herein contained, the
sufficiency of which is hereby acknowledged, it is hereby agreed by the parties
hereto as follows: 

 

1. Definitions. The following terms shall have the
meanings set forth below: 

 

(a) “Composition”
means a single musical composition or other sound recording, irrespective of
length, including, without limitation, all spoken words and bridging passages
and including a medley, written by one (1) or more members of Licensor, and
listed on the Submission Schedule. 

 

(b) “Contract
Date” means the Contract Date set forth on the Submission Schedule. 

 

(c) “Direct
License” shall have the meaning ascribed in Section 3. 

 

(d) “Direct
License Fee” shall have the meaning ascribed in Section 9(a). 

 

[Audilus: Standard](e) “Gross Administrative Receipts” shall
have the meaning ascribed in Section 10.  

(f) “Licensed Track” means a specified
Track licensed to a Third-Party User as provided herein. 

(g) “Licensor” means each Person
identified on the Submission Schedule.  

(h) “Master Recording” or “Master” means
each recording of sound, by any method and onany substance or material,
embodying a performance by one (1) or more members of Licensor, of a
Composition.  

(i) “Person” and “Party” means any
individual, corporation, partnership, association or other organized group of
persons or legal successors or representatives of the foregoing.  

(j) “Term” shall have the meaning
ascribed in Section 4(a).  

(k) “Termination Notice” shall have the
ascribed in Section 4(a).  

(l) “Territory” shall have the meaning
ascribed in Section 4(a).  

(m) “Third
Party User” means a Person who, pursuant to an agreement with Audilus, is
granted the non-exclusive, or, in some instances, exclusive, right, privilege
and license to exploit or otherwise use any Licensed Track, including, without
limitation, to couple and/or synchronize one or more Masters with visual images
and to use the Masters as so coupled or synchronized, or on an audio-alone
basis, over the Internet or in connection with any other broadcast,
transmission, exhibition or distribution means or media, or media product,
including broadcast and cable television, whether as part of advertising,
promotion, information or entertainment services, program material or
otherwise, in the manner and on the terms and conditions contemplated or set
forth in such agreement.  

2. Grant of
Rights.  

(a) Licensor
hereby grants to Audilus the non-exclusive right, privilege and license, during
the Term of this Agreement in the Territory, to permit third parties to
audition, via the Internet or otherwise, Licensor’s sound recordings, and to
provide copies of the Masters, via digital transmission or other pre-recorded format, or any
other medium now known or hereafter devised, to third parties, and to grant to
Third Party Users the exclusive or non-exclusive right, privilege and license,
during the Term of this Agreement and in the Territory, to use or otherwise
exploit the Tracks, including, without limitation, to couple and/or synchronize
the Masters, including the Composition(s) embodied therein, and to reproduce
and make copies thereof, with visual images and to use the Tracks as so coupled
or synchronized, or to use the Tracks on an audio-only basis, over the Internet
or in connection with any other broadcast, transmission, public performance,
exhibition or distribution means or media, or media product, now known or
hereafter devised, whether through broadcast, cable television, motion
pictures, the Internet and websites or otherwise, and whether as part of
advertising, promotion, information or entertainment services, or program
material, as so-called “ring tones,” “master tones,” “ringback tones,” or similar
audio segments in connection with wireless devices or otherwise, for a period
of time agreed to by Audilus and the Third Party Users in the limited manner
and on the terms and conditions set forth in this Agreement and/or a separate
agreement between Audilus and said the Third Party Users. 

 

(b) Subject
to the forgoing, Licensor shall retain all rights to any so-called “songwriter
royalties” or any “writer’s share” of public performance income payable to
Licensor upon the terms and conditions set forth herein. 

 

3. Audilus’ Right to Administer. In the event that any of the Licensed Tracks
is licensed to a Third Party User as provided in this Agreement, Audilus shall
have the exclusive right, subject to granted interests, to administer and
permit the exploitation of that Licensed Track throughout the Territory for two
(2) years from the date of the initial Licensed Use, to publish, use and
license the Licensed Track, including public performance, synchronization and
duplication uses, to execute in Licensor’s name or stead any license and
international and/or worldwide agreements affecting the Licensed Track in
connection therewith, and to collect, subject to any interests granted by
Audilus to third parties, all Gross Administrative Receipts and Direct License
Fees earned by and derived from the Licensed Use (excluding the
so-called “writer’s share” of publishing monies from public performance fees),
and to assign in the normal course of business or license such rights to any
Third Party Users, subject to the terms and conditions set forth herein.
Audilus shall have the right to grant any number of Licensed Uses with respect
to each Track during the Term, which licenses may include, without limitation,
any so-called “direct licenses” that provide for upfront payment of
performance, mechanical, synchronization, master use and/or other fees payable
with respect to a specified Track (such licenses, “Direct Licenses”).
Licensor acknowledges and agrees that a “Direct License” shall not include any
license or other agreement to exploit a specified or unspecified quantity of
the Tracks together with other master recordings (and the compositions embodied
therein) not owned or controlled by the Licensor. Nothing contained herein
shall create the obligation on the part of Audilus to administer any use of any
Track, including a Licensed Track, other than in connection with a Licensed
Use. 

4. Territory;
Term. 

(a) The territory
subject to the grant of rights provided for in this Agreement (the “Territory”)
shall be the United States, including the Internet (the “Territory”). The term
of this Agreement (“Term”) shall be for a period commencing as of the
date of this Agreement and ending on the June 30 or December 31, whichever
occurs first, following sixty (60) days after the date on which Audilus
receives written notice from Licensor notifying Audilus that this Agreement is
to be terminated, which notice (“Termination Notice”) may be delivered
to Audilus, pursuant to Section 15 below, at any time following the one (1)
year anniversary of the date set forth on the Submission Schedule or, if
additional Submission Schedules are submitted to Audilus by Licensor, the
latest date set forth on such additional Submission Schedule(s). Upon effective
delivery and receipt of the Termination Notice as provided above, the Masters
shall be promptly removed from Audilus’ database catalogue. Licensor
acknowledges and agrees that until such time as said Masters are removed from
the Audilus web site, any uses made of one or more Tracks subsequent to the
date of delivery of a Termination Notice may be made pursuant to the relevant
license granted by Audilus at the rate of consideration set forth in such
license, and Audilus shall not be deemed to be in breach of this Agreement or
liable for any damages in the event any use is made of one or more Tracks as a
result of a Tracks continuing to be available for use or in the possession of a
third party after the Term, or for any unauthorized use of any Tracks by any
third party. 

 

(b) Upon termination or expiration of this Agreement, Audilus shall no
longer have the right to grant to any Third Party User permission for a new
Licensed Use with respect to any Tracks; provided, however that the term of use
of any Licensed Track, as well as the right of Audilus to collect, administer
and retain the Gross Administrative Receipts and Direct License Fees with
respect to such Licensed Tracks, shall be as set forth in the respective
license governing the Licensed Use, and is separate and apart from the Term of
this Agreement. Without limiting the foregoing, in the event that a Third Party
User has licensed a Licensed Track prior to the expiration of the Term,
Licensor agrees that Audilus shall have the right to license (or re-license, as
the case may be) such Licensed Track to such Third Party User following the
expiration of the Term, and Licensor shall not license such Licensed Track to
such Third Party User without the prior written consent of Audilus. 

 

5. Reservation of Rights. All rights which are
not expressly granted by Licensor to Audilus pursuant to this Agreement are specifically reserved by
Licensor. 

 

6. Retention of Ownership in Masters and
Compositions. Except
as set forth in this Agreement, nothing contained herein shall be deemed to
convey to Audilus or to any designee, assignee or licensee of Audilus any
interest, including copyright, in or to the Tracks, and the Tracks shall be the
sole property of Licensor. 

 

7. Right to Edit and Alter Masters and File
Titles. Licensor
hereby agrees and acknowledges that Audilus and any Third Party User may use
less than an entire Master, and may edit, loop, enhance, or modify the sound
recording and therefore the Composition embodied in the Master, provided that
any such change shall not give rise to any ownership rights or claims,
including copyright, on the part of the Third Party User in or to the resultant
master sound recording or underlying Composition. Licensor further agrees that
Audilus may alter or edit the titles or other identifying information of the Tracks,
including the insertion of identifying tags or serial numbers, in connection
with the license granted hereunder. Without limiting the foregoing, Licensor
agrees and acknowledges that any of the foregoing changes or alterations may be
made without Licensor’s approval anywhere in the Territory, including any
foreign jurisdiction (outside the United States). 

 

8. Mechanical License; Performance Royalties. Licensor hereby waives (i) any
mechanical license fee which might otherwise be payable as the result of any
use, including duplication, of all or a part of the Masters by Audilus or by
any Third Party User, in connection with auditioning of Masters, and (ii) any
performing rights fee which might otherwise be payable as the result of any
electronic transfer or transmission or other performance or distribution in
connection with an audition of all or a part of the Tracks to any Person by
Audilus; provided, however, that nothing in this Section 8 shall be deemed to
constitute a waiver of any royalties which shall become due and payable by any
applicable performing rights society, such as ASCAP, BMI, SESAC, or any similar
royalty collection organization, as the result of a Licensed Use, unless
Audilus shall have issued a Direct License with respect to a Licensed Track and
except as otherwise provided herein. Licensor hereby agrees that Audilus may
use all or a part of any Track in connection with the promotion of Audilus
(including any affiliate or subsidiary thereof) and its artists without any
payment to Licensor. 

 

9. Compensation
to Licensor for a Direct License. 

 

(a) Audilus hereby agrees to pay to Licensor, as provided in Section
14 below, Fifty percent (50%) of any up-front fee paid by a Third Party
User and received by Audilus for the Direct
License of a specified Track (such fee, a “Direct License Fee”), upon the terms
and conditions set forth herein. Without limiting the rights granted to Audilus
in Sections 2 and 3 above, Licensor hereby agrees and acknowledges that the
amount of any Direct License Fees charged to Third Party Users and the terms of
such Direct License shall be determined by Audilus in its sole discretion,
subject to the rights granted to Audilus pursuant to this Agreement. 

 

(b) Notwithstanding
anything to the contrary set forth in Section 1 above, if requested by a
potential Third Party User, Audilus may grant the right, privilege and license
set forth in this Agreement to a Third Party User with respect to a Master on a non-exclusive use basis; provided
that the terms of any such license shall not exceed the rights granted to
Audilus hereunder. 

 

10. Collection of Gross Administrative
Receipts. Audilus
shall collect all Gross Administrative Receipts earned by and derived from the
Licensed Tracks pursuant to or as a result of any Licensed Use in perpetuity.
“Gross Administrative Receipts” is defined as any and all revenue (other than
Direct License Fees) derived from any such Licensed Use (less amounts paid to
or deducted by sub publishers, sublicensees, agents, collection agencies, local
performing and mechanical rights societies, applicable taxing authorities and
any insurance or commission payments), and includes, without limitation, fees
paid by third parties (including Third Party Users) (i) in connection with
music supervision, research and curation services provided by Audilus; and (ii)
in connection with any license to exploit a specific quantity of the Tracks
together with other master recordings (and the compositions embodied therein)
not owned or controlled by the Licensor (so- called “blanket fees”); provided,
however, that Audilus shall not collect any so-called “songwriter
royalties” or any “writer’s share” of public performance income payable to
Licensor. 

 

In no event shall Audilus be responsible for the
payment or collection of any third party royalties or other payments, including
but not limited to “songwriter royalties” or the “writer’s share” of any
royalties or other payments with respect to any Track, and Licensor shall only
look to Audilus for the payment of such Direct License Fees received by Audilus
as provided in Section 9(a) above. Licensor shall be solely responsible to
monitor or engage in the maintenance or procurement of a valid license from ASCAP,
BMI or any other performing rights society, and Audilus expressly disclaims any
obligation to do so.

 

11. Allocation of Gross Administrative
Receipts. For its
services hereunder, Audilus shall retain
and be paid all of the Gross Administrative Receipts derived from the Licensed
Tracks for the life of the subject use, including, without limitation, all
“publisher’s share” and “publisher royalties” of public performance income. 

 

12. Representations,
Warranties and Covenants of Licensor. Licensor, each member of Licensor, and each
signatory Person hereto, represents, warrants and covenants to Audilus that: 

 

(a) They
(i) are under no disability, restriction or prohibition, whether contractual or
otherwise, with respect to their right to enter into this Agreement and grant
the rights granted to Audilus, and (ii) have all necessary rights and authority
to enter into this Agreement and consummate the transactions contemplated
hereby. Audilus shall not be required to make any payment of any nature for, or
in connection with, the acquisition, exercise or exploitation of rights by
Audilus pursuant to this Agreement, other than to Licensor as specifically
provided herein. 

 

(b) Neither
the Tracks, the Materials nor any use of the Tracks or the Materials by Audilus
or any Third Party User will violate or infringe upon any common law or
statutory rights of any third party, including, without limitation, contractual
rights, copyrights, rights of privacy or publicity or similar claims. No Person
other than Licensor has any right, title or interest, including copyright, in
or to any of the Tracks or Materials. Each Track provided to Audilus hereunder
and subject to this Agreement is
original material owned and controlled by the Licensor, and no Person other
than Licensor wrote, or owns or controls, any of the Tracks. “Materials” as
used in this Section 12(c) means, without limitation, any musical, artistic and
literary materials, biographical materials, images, artwork, videos, ideas and
other intellectual properties, furnished by Licensor to Audilus or any Third
Party User. 

 

(c) All of Licensor’s representations and warranties shall be true and
correct upon execution of this Agreement and at all times during the Term. 

 

(d) The
Tracks were not recorded under the jurisdiction of a union or collective
bargaining agreement, and all of the performers of the Tracks consent to the
use of the Tracks as contemplated hereby. Neither Licensor nor any other Person
(including the performers of the Tracks) shall be entitled to any benefits
under any collective bargaining agreement that may arise out of any Licensed
Use, or any other use by any Person or the exercise of Audilus’ rights
contemplated hereby. 

 

(e) During
the Term, Licensor shall not enter into any agreement, take any other action or
attempt or permit any other action which (i) would, or would be reasonably
likely to, conflict or interfere with or prohibit the exercise by Audilus of
the rights granted hereunder, or (ii) would otherwise be inconsistent with the
rights granted to Audilus. Without limiting the foregoing, Licensor represents
that it has not, and shall not during the Term, enter into any exclusive
licenses or otherwise grant any exclusive rights with respect to any Track. 

(f) Licensor
hereby gives Audilus the benefits of any representations or warranties which it
has obtained or shall obtain under any agreement affecting the Tracks,
including songwriters’ contracts. 

(g) Neither
Licensor, its agents nor any member of Licensor, as applicable, shall
communicate with any Third Party User or any agents or representatives thereof,
including without limitation advertising agencies, in connection with any
Tracks. 

(h) Licensor
hereby agrees to the terms and conditions set forth on the Audilus web site (www.audilus.com),
and that of our publishing subsidiary, Sead Publishing (www.seadpublishing.com) as the same may be amended from time to
time, and shall provide Audilus with any additional information reasonably
requested by Audilus relating to the Tracks and/or Licensor. 

 

13. Rights to Names and Likenesses. In connection with the promotion of
Licensor and/or Audilus (and/or any
affiliate thereof), and the use and exploitation of the Tracks, Licensor hereby
grants to Audilus the unlimited, perpetual and royalty-free license to use, and
the right to permit others to use, (a) the names (including any professional
name heretofore or hereafter adoptedby Licensor), photographs, likenesses of
and biographical materials concerning the performers who recorded the Masters
and the writers or composers of the Compositions; and (b) any of the Materials
and Tracks, whether in whole or in part. 

14. Statements and Payments. 

(a) Audilus
shall not have any obligation to make any payment in any currency other than
United States Dollars. Audilus shall compute and pay any Direct License Fees
due to Licensor hereunder within sixty (60) days following March 31, June 30,
September 31, and December 31, respectively, in each case with respect to
monies actually received by Audilus during the immediately preceding three (3)
month period in connection with the use of any Tracks as determined by Audilus
to be entitled to payment pursuant to this Agreement, such payments to be
accompanied by a statement setting forth the source of such Direct License
Fees. Audilus shall be under no obligation to render any statement or make any
payment until such time as the aggregate amounts payable to Licensor hereunder
equal or exceed Twenty-five Dollars ($25.00), or upon the close of the fourth
accounting period following receipt, whichever occurs first, at which time all
accumulated Direct License Fees shall be paid as provided in this Section 14.
Audilus shall have the right to deduct or withhold income or other similar tax
from sums payable to Licensor hereunder pursuant to the laws of the relevant
territory, provided that Audilus shall, where readily available, furnish to
Licensor, with each statement, any necessary information which shall enable
Licensor, upon presentation of such, to endeavor to obtain income tax credit
from the United States Internal Revenue Service or other applicable taxing
entity for taxes so withheld. 

 

(b) Audilus
shall maintain true and complete books and records concerning payments of
Direct License Fees due to Licensor hereunder. At any time within one (1) year
after any payment statement is rendered to Licensor hereunder, Licensor shall
have the right to give Audilus written notice of Licensor’s intention to
examine Audilus’ books and records with respect to such statement. Such
examination shall be commenced within three (3) months after the date of such
notice, at Licensor’s sole cost and expense, by any certified public accountant
or attorney designated by Licensor, provided he (or any member or associate of
the firm within which he is affiliated) is not then engaged in an outstanding
examination of Audilus’ books and records on behalf of a Person other than
Licensor. Such examination shall be made during Audilus’ usual business hours
at the place where Audilus maintains the books and records which relate to
Licensor and the applicable Direct License Fees and which are necessary to
verify the accuracy of the statement or statements specified in Licensor’s
notice to Audilus and the examination shall be limited to the foregoing.
Licensor’s right to inspect Audilus’ books and records shall be only as set
forth in this Section 14(b), and Audilus shall have no obligation to produce
such books and records more than once with respect to each statement rendered
to Licensor. Any Person conducting an examination pursuant to this Agreement
shall execute a confidentiality agreement prior to conducting such examination,
in form and substance as determined by Audilus, in its sole discretion. 

 

15. Notices. All notices alleging a breach of this
Agreement shall be in writing and shall be sent by registered mail or certified mail, return receipt requested,
postage prepaid and with receipt acknowledged, or by hand (to an officer if the
party to be served is a corporation), or by telegraph, facsimile or e-mail, all
charges prepaid, at the address set forth on the Submission Schedule, or such
other address or addresses as may, from time to time, be designated in writing by
either party; provided, that payments may
be made by means of regular mail. The date of making of personal service or of
mailing or of deposit in a telegraph office or
transmission via facsimile, or transmission via e-mail, whichever shall be
first, shall be deemed the date of service, except that notice of change of
address shall be effective only from the date of its receipt. 

 

16. Assignment. This Agreement shall not be assignable
by Licensor without the prior written consent of Audilus, and any assignment
made in prohibition of this Section 16 shall be null and void. Audilus may
assign this Agreement, in whole or in part, (including, without limitation, the
rights granted to Audilus hereunder) to any Person acting on Audilus’ behalf,
or to a company or person person (i) of which a majority interest is owned or
which is controlled by Audilus, (ii) is an affiliate of Audilus, or (iii) that succeeds
to Audilus’ interests, whether by merger, sale, or other transfer. 

 

17. Indemnity. Licensor will at all times defend, hold
harmless and indemnify Audilus and each and every Third Party User of any Track
from and against any and all claims, damages, liabilities, costs and expenses,
including legal expenses and reasonable counsel fees, arising out of or in
connection with any alleged breach or breach by Licensor of any warranty,
representation or agreement, express or implied, made by Licensor herein.
Licensor will reimburse Audilus and/or such Third Party User on demand for any
payment made at any time in respect of which Audilus and/or such Third Party
User is entitled to be indemnified. Without limiting any of its other rights or
remedies, upon the making or filing of any claim, action or demand arising out
of any such alleged breach or breach by Licensor, Audilus shall be entitled to
withhold from any amounts payable under this Agreement such amounts as are
reasonably related to the amount of the action, claim or demand plus estimated
counsel fees and costs pending the final disposition of such action, claim or
demand. Licensor shall be notified of any such claim, action or demand and
shall have the right, at Licensor’s own expense, to participate in the defense
thereof with counsel of Licensor’s own choosing; provided, however, that Audilus’
decision in connection with the defense or settlement of any such claim, action
or demand shall be final. 

 

18. Entire Agreement, Severability. This Agreement contains the entire
understanding of the parties hereto relating to the subject matter hereof and
may not be amended or terminated except by an instrument signed by Licensor and
an officer of Audilus, and except as provided in Section 

27. A
waiver by either party of any term or condition of this Agreement in any
instance shall not be deemed or construed as a waiver of such term or condition
for the future, or of any subsequent breach thereof. All remedies, rights,
undertakings, obligations and agreements contained in this Agreement shall be
cumulative and none of them shall be in limitation of any other remedy, right,
undertaking, obligation or agreement of either party. In the event that any one
or more of the provisions of this Agreement shall be held to be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.
Moreover, if one or more of the provisions contained in this Agreement shall be
held to be excessively broad as to duration, scope, activity or subject, such
provisions shall be construed by limiting and reducing them so as to be
enforceable to the maximum extent allowed by applicable law. 

 

19. Governing Law. This Agreement shall be deemed entered
into in Oakland, California, and the validity, interpretation and legal effect
of this Agreement shall be governed by the laws of the State of California and
the United States applicable to contracts entered into and performed entirely within the State of
California, with respect to the determination of any claim, dispute or
disagreement which may arise out of the
interpretation, performance, or breach of this agreement.
The parties agree that any action, suit or proceeding based upon any matter,
claim or controversy arising hereunder or relating hereto shall be brought
solely in the courts of Alameda County or the Federal Northern District of
California. The parties hereto irrevocably waive any objection to the venue of
the above-mentioned courts, including any claim that such action, suit or
proceeding has been brought in an inconvenient forum. Any process in any action
or proceeding commenced in the courts above arising out of any such claim,
dispute or disagreement may, among other methods, be served upon Licensor or
Audilus as provided in Section 15. Any such notice shall be deemed to have the
same force and effect as personal service within the State of California or the
jurisdiction in which such action or proceeding may be commenced. 

20. Remedies. 

(a) Licensor
agrees and acknowledges that the rights granted to Audilus pursuant to this
Agreement are of a special, unique, unusual, extraordinary and intellectual
character, which gives them a peculiar value, the loss of which cannot be
reasonably or adequately compensated in damages in an action at law.
Accordingly, Licensor expressly agrees that Audilus shall be entitled to
injunctive and other equitable relief to prevent a threatened or actual breach
of this Agreement by Licensor, which relief shall be in addition to any other
remedies which may be available to Audilus. In no event shall Licensor or any
third party be entitled to seek or obtain injunctive or other equitable relief
as a result of any breach hereof. Licensor’s remedies will be limited to an
action at law for damages, if any. 

 

(b) Except
as otherwise provided in this Agreement, all rights and remedies herein or
otherwise shall be cumulative and none of them shall be in limitation of any
other right or remedy. This Agreement shall not be deemed to give any right or
remedy to any third party whatsoever unless said right or remedy is
specifically granted by Audilus in writing to such third party. 

 

21. Section Headings. Section headings used
herein are for convenience only, and shall not affect the interpretation of nor
be deemed to be a part of this Agreement. 

 

22. Delivery of Masters. At any time during the Term, Licensor
shall deliver to Audilus, at Licensor’s sole expense and to the address and as
otherwise directed by Audilus, a copy of each Master identified on the
Submission Schedule, such copy to be in 16 bit, 48.0khz audio CD format, or
such other audiophile format as may become available in the recording industry
and requested by Audilus. Said copies of Master shall become the property of
Audilus and Audilus shall be under no obligation to return said Master copies
to Licensor upon the termination or expiration of this Agreement. 

 

23. Acceptance and Rejection of Masters. Notwithstanding anything to the contrary
contained in this Agreement, Audilus shall be under no obligation to make the
Tracks provided by Licensor available for audition and use by Third Party
Users, it being understood and agreed that Audilus may, in its sole discretion,
select those Tracks to be made available to third party users. 

 

24. No Guarantee of Use or Compensation. While Audilus anticipates a strong and
broad demand for the musical material it will make available, and has agreed to
make available the Tracks provided by Licensor based on the quality of the
material presented, Audilus will be 

licensing master recordings from other
sources in addition to Licensor, which materials will be of both a similar and
different musical style and character from that provided by Licensor.
Audilus cannot predict or guarantee the
types of music that Third Party Users will be interested in sub- licensing, if
any, and Audilus makes no representation or guarantee as to the number of uses
of any Tracks, or the amount of compensation which will become payable to
Licensor as the result of Licensor entering into this Agreement. 

 

25. Credits for Licensor. Audilus will use its reasonable efforts
to cause any Third Party User of one or more Tracks, to the extent possible, to
include in the materials incorporating the Master a credit identifying the
writers and performers of the relevant Tracks; provided, however,
that Licensor agrees and acknowledges that they may not receive credit in
connection with each Licensed Use. 

 

26. Legal Representation. Each party acknowledges and agrees that
they have been represented by independent legal counsel or have had the
unrestricted opportunity to be represented by independent legal counsel of
their own choice for purposes of being advised in connection with the
negotiation and execution of this Agreement. 

 

27. Additional Submissions. Any additional Tracks
submitted at any date following the date of this Agreement by Licensor to
Audilus for use by Audilus pursuant to this Agreement (an “Additional
Submission”) shall be expressly subject to the terms and conditions set forth
in this Agreement, and each representation and warranty of Licensor contained
herein shall be true and correct in all respects at the times with respect to
each Track submitted hereby or pursuant to such Additional Submission. Each
Additional Submission shall be deemed be made a part hereof and incorporated
herein, and shall not replace, or be deemed to replace, any other Submission
Schedule. The Term of this Agreement shall be deemed to have re-commenced with
respect to the Tracks as of the date of any Additional Submission. Each Additional Submission shall be set forth
in a Submission Schedule duly executed by Licensor and Audilus, and in a form
acceptable to Audilus in its sole discretion. 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed as of the opt-in date via any link(s), portal(s), or website(s) provided by Audilus by their signatures to
the Submission Schedule. 

If you have any questions regarding this Agreement or need technical support, you can contact Our support by emailing support@audilus.com 

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