MARTINWORKS SYNCHRONIZATION LICENSEE AGREEMENT

This end user license agreement is a legal contract between Martinworks Publishing Inc. located at 1488 Queen St. West, PO Box 90012, Toronto, ON, M6K 1L0 (“MW”) and the Producer Name identified (hereinafter “Licensee”) on the online Purchase Form subsequently emailed to Licensee after acceptance of the terms and conditions and acceptance of payment. The terms and conditions set forth in this end-user license agreement (“Agreement”) constitute a complete accord between MW and Licensee in connection with the licensed use of the MW product(s) that are identified under the Song section of the Purchase Form.

MW reserves the right, at any time, to update, revise, supplement and otherwise modify this Agreement and to impose new or additional terms and conditions on Licensee’s use of MW’s services and products. Licensee may not distribute, sell, rent, lease, sublicense, assign, or otherwise transfer any of the musical works except as incorporated in the synchronized visual production. Licensee may not distribute the works in its native format.

The Licensee including without limitation, its assignees, successors and/or employees agrees upon the terms regarding the rights given by Licensor for synchronization use of the composition(s), identified under the Song section on the Purchase Form, the rights and limitations identified under Rights Granted on the Purchase Form and sound recording embodying such composition (“Master Recording”) (collectively “Music Property”) in connection with the digital visual and/or audio file(s) listed under Production Title on the Purchase Form, which together with all trailers (including without limitation, all in-context advertisements and video trailers), foreign language versions, ‘making of’ programs, behind-the-scenes features, EPKs, promotional films, special DVD releases, advertisements and promotions there from, shall herein be collectively referred hereinafter to as the "Project", and subject to additional terms and conditions contained in this document.

Downloaded purchases are non-refundable. This Agreement shall be deemed in effect upon purchase.

GENERAL RIGHTS INFORMATION

Martinworks and the respective composer(s) warrant ownership of the copyright and/or have contracted the rights to the music and have the right to grant the Licensee the permission in accordance with these terms.

The Licensee warrants that all Project information entered is actual and complete.

While the Licensee, by this Agreement, acquires the Master Recording and the permission to multiple uses within the Project, the Licensee does not acquire any ownership rights in the Music Property or its underlying copyrights.

For the sake of clarity with regards to YouTube, the Licensee may not claim ownership of the Music Property through YouTube’s Content ID.

Licensee acknowledges that this is a non-exclusive license. Any exclusive rights require specific negotiations – contact our office.

The Licensee shall attribute and credit the licensed Music Property in all promotion, exhibition and exploitation of the Project.

The Licensee agrees to not create derivative works. For the sake of clarity, the Licensee cannot license a Music Property, add vocals or instrumentation and call the reworked version its own.

The Licensee agrees that it shall not use and\or authorize the use of the Music Property in any manner or nature which is inconsistent with the intended purpose identified under Rights Granted on the Purchase Form.

MW has the non-exclusive right to use clips of the Project limited to the use of MW promotion. The clips will only be posted on the MW website. MW, at its sole discretion, will determine eligibility, duration and removal of the clips on its website. Should MW wish to utilize the clips for promotion outside of the MW website, MW will obtain written permission from Licensee.

The Licensee agrees to indemnify MW and composer(s) of any and all liability and damages that may occur with each visual production that is synchronized with the Music Property. All information provided by the Licensee shall be accurate, complete and not misleading in any material respect.

Any inadvertent failure by Licensee to abide by the terms of this Agreement shall not be considered a material breach of this Agreement unless Licensee fails to correct such failure, in a timely manner, after receipt of notice from MW.

Nothing in the Agreement shall be deemed to, or shall in fact constitute a partnership between MW and the Licensee in respect of the Music Property, Project or otherwise.

This Agreement may be executed in two or more counterparts, each of which will be considered an original, but all of which together will constitute one and the same instrument.

This Agreement shall be governed by the copyright laws of the Province of Ontario (Canada.)

The parties acknowledge and agree that this Agreement has been drawn up and is valid in the English language only. Ce contrat fut rédigé et n’est valide seulement que dans la langue anglaise.

The Licensee acknowledges that this Agreement has been read in its entirety, is understood and that Licensee is bound to the terms and conditions of this Agreement and the services and products ordered.

SPECIFIC RIGHTS GRANTED FOR LEVEL ONE SONGS

MASTER COPYRIGHT: The Licensee has the right to make a copy of the recorded works plus one safety copy. Neither the Licensee, nor anyone else, may make copies of any Music Property except as may be synchronized to the Project.

SYNCHRONIZATION: The Licensee has the right to perform and distribute the Music Property in synchronization with the Project for use in websites, corporate videos, multimedia presentations, educational uses, shareware or freeware software, online computer games, single location on-hold music, trade shows and conferences, podcasts, student films and student film festivals, internet video sites including YouTube and YouTube Partner revenue sharing\monetization. This license also allows the Licensee to include the Music Property on a website template (which is subsequently offered for sale.)

EDITORIAL: The Licensee is granted the right to do limited edit work on the Music Property used in the Project as required.

MORAL: The Licensee agrees to exercise reasonable care with regard to the moral rights of the Music Property. Use in pornography and/or hateful propaganda is strictly prohibited.

WEBSITE STREAMING ONLY: The Licensee agrees that any website usage will be through a streaming format that will prevent the music from being downloaded by users of the Licensee’s site.

BROADCASTING: Level One licenses are intended for internet and personal use only. Television, radio, and theatrical broadcasters must obtain a Level Two license.

MECHANICAL: The Licensee must obtain a Level Two license if the end product is to be in a manufactured product of more than 10,000 units (i.e. videos, DVDs, toys, apps, video games.)

SPECIFIC RIGHTS GRANTED FOR LEVEL TWO SONGS

MASTER COPYRIGHT: The Licensee has the right to make a copy of the recorded works plus one safety copy. Neither the Licensee, nor anyone else, may make copies of any of the Music Property except as may be synchronized to the Project.

SYNCHRONIZATION: MW grants the Licensee the right to fix, record, reproduce, perform and distribute the Music Property in synchronization with the Project for exhibition and distribution by any Technology, as defined below, but only within the scope listed under Rights Granted on the Purchase Form.

TECHNOLOGY: All exploitation in or by any method, mode or medium, of every kind, nature and description whatsoever, whether now known or whether devised or developed at any time in the future.

EDITORIAL: The Licensee is granted the right to do limited edit work on the Music Property used in the Project as required.

MORAL: The Licensee agrees to exercise reasonable care with regard to the moral rights of the title(s). Use in pornography and/or hateful propaganda is strictly prohibited.

MECHANICAL: MW grants Licensee the right for the end product to be manufactured up to and including 10,000 units (i.e. videos, DVDs, toys, apps, video games). A repurchase of the composition will be necessary for every subsequent 10,000 units.

CUE SHEETS: If the end user of the product is a registered and licensed broadcaster, Licensee will require, as part of the delivery elements, completed cue sheets. Cue sheets (available free of charge from the SOCAN site) may be emailed, mailed or faxed directly to MW. All cue sheets must contain, full Project information including title, production company name, producer, length and title(s) of song(s) used, type of use (feature, theme or background), composer, publisher and all territories where the production is to be broadcast and/or performed.

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