CHEER JAM MUSIC USER LICENSE

This Music User License (“License”) is made as of the date noted on the attached Online Invoice (“Effective Date”), by and between the entity named on the attached Online Invoice (“Music User”) and Mint Jam Music with offices at 1325 Capital Parkway, Suite 109, Carrollton, TX 75006 (“Company”).
Mint Jam Music is the owner or administrator of certain rights in and to the musical compositions and sound recordings (hereafter referred to as Approved Work). Music User desires to license the Approved Works for the purpose of synchronization with Music User’s productions produced at location listed in the Online Invoice from Mint Jam Music. All rights granted to Music User are subject to any limitations of rights to which Mint Jam Music may be bound in respect to any particular Approved Work.

Mint Jam Music HEREBY GRANTS TO Music User THE FOLLOWING RIGHTS:
The non-exclusive, right, license and authority to synchronize and embody the Approved Works with Music User’s audio visual and sound recordings productions at Music User’s location listed on the Online Invoice.

Mint Jam Music grants to Music User the non-exclusive right to arrange by way of “sweetening’ through the addition of voice, and to edit, rearrange or otherwise alter and re-record Approved Works solely for use in custom cheer mixes (“Approved Mix”).

Mint Jam Music grants to Music User the right to make up to 40 copies of the Approved Mix for the Music User’s use in connection with the intended purpose of the Approved Mixes.

Music User is in no way entitled to any percentage of the writer and/or publisher shares of performance royalties, or any performance royalties whatsoever, in and to the Approved Works. Music User shall not register the production with any performing rights organizations (e.g. ASCAP, BMI or SESAC), nor shall Music User register the copyright in the production with the US Copyright Office or any foreign authority. Music User shall not “sell” the production for any other use than the one outlined above, including, but not limited to any syndication of the Production. The Approved Work (s) musical scores, charts and the like will not be provided to Music User hereunder.

Music User, on behalf of itself and its officers, directors, shareholders, subsidiaries, affiliates, employees, successors, assigns, heirs, agents and attorneys, hereby fully release and forever discharges Mint Jam Music and its officers, directors, shareholders, subsidiaries, affiliates, licensees, sub licensees, employees, successors, administrators, assigns, agents, representatives and attorneys from any and all claims, losses, damages, actions and causes of action (referred to collectively as “claims”) of whatever nature or kind, whether known or unknown, liquidated, fixed or contingent, joint or severable, which it, they or any of them have or may claim to have against Mint Jam Music or its officers, directors, shareholders subsidiaries, affiliates, employees, successors, assigns, agents, representatives, licensees, or attorneys arising out of or in any way relating to the alleged use of the Approved Work (s).

This License provides details regarding the rights that Music User has obtained with respect to the Approved Work(s) listed on the Online Invoice from Mint Jam Music.

In consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereby agree as follows:

1)Definitions.

“Approved Mix” means a Mix that contains one or more Approved Works.
“Approved Work” means the master sound recording and the embodied non-dramatic musical composition approved by Company for use by Music User. For the avoidance of doubt, the title of the Approved Work and additional data regarding the Approved Work are included on the attached Online Invoice.
“Online Invoice” means the automatically generated payment form containing the title of the Approved Work, the dollar amount due to Company in exchange for the use of the Approved Work, and other information concerning the Music User as required by Company.
“Term” has the meaning attributed to it in Section 3.
“Territory” has the meaning attributed to it in Section 4.
“Video” means a short-form, audio-visual work produced by Music User.
“Cheer/Dance Performance” means the performance of a cheer/dance routine incorporating an Approved Mix

2)Scope.

Grant of Rights. Subject to the terms and conditions of this License and the Online Invoice, Company hereby grants to Music User, during the Term and within the Territory, the nonexclusive, limited right and license to:
Live Staged Events: Cheer/Dance Performances at conferences & conventions
Create One Approved Mix by incorporating the Approved Mix in a Cheer/Dance Performance or Video of the Cheer/Dance Performance;
Streaming Approved Video on Music User’s company website, online video hosting websites, social networking websites, and during internal company presentations and/or conferences (i.e. solely meetings attended exclusively by employees of the company);
monetize the Approved Video on social networking sites (e.g., YouTube) by enabling advertisements such as banner or pre-roll video ads, subject to the royalty provisions in section 5(b) below ; and
descriptively use the name of any or all of the writers or performers of the Approved Work and the title of the Approved Work solely in connection with Approved Video.

Productions requiring any clearances other than those noted above must be licensed separately from this Agreement at the prevailing rate card rates. All rights not specifically granted are reserved to the Grantor. Music User acknowledges that any further or different uses of the Approved Works are infringements of Mint Jam Music’s copyrights.

Reservation of Rights. This License grants no lyric, display, print, karaoke, or merchandising rights. For the avoidance of doubt, Music User shall not:

create or exploit ringtones and/or ringbacks embodying any Approved Work;
sublicense, re-license, rent or lease any Approved Work;
use any Approved Work or create a Video that facilitates and/or promotes illegal activity; depicts sexually explicit or pornographic images; or promotes violence and/or discrimination;
incorporate any materials that infringe or assist others to infringe on the rights of third parties;
Use any Approved Work in a manner that implies promotion, sponsorship, endorsement, or support of any particular product, service, organization, business, or political message;
Otherwise use the Approved Work in any manner not authorized hereunder; all rights are expressly reserved by Company.

3)Term. The term of this License shall be for the life of copyright commencing from the Effective Date.

4)Territory. The United States and its territories and its possessions; however, Approved Videos may be streamed on a world-wide basis.

5)Accounting and Audit.
a)Payment of Fee. By using the Approved Work in the Approved Video, Music User agrees to be bound by the payment terms contained in the Online Invoice. No rights are granted until Company receives full payment of the fee as stated in the Online Invoice.
b)Audit. Music User shall track all URLs on which the Approved Video has been made available and shall provide usage information to Company upon request.

6)Music User Representations and Warranties Music User warrants and represents that:
a)Music User is obtaining this License on behalf of its small business which generates less than Five Hundred Thousand Dollars ($500,000) in annual revenue and has fewer than 10 employees;
b)The Approved Video will not infringe on any third party rights;
c)Music User has the full right, power and authority to enter into and fully perform its obligations under this License in accordance with these terms and conditions;
d)Music User’s execution and performance of this License will not violate any third-party rights;
e)Music User owns and/or controls the rights in the Approved Video (excluding the Approved Work) throughout the Territory;
f)Music User shall use its best efforts to encrypt Approved Video so that it may not be duplicated; and
g)Music User will pay any and all fees, royalties and other sums due in connection with the Approved Video. Music User further warrants and represents that it shall include all copyright notices and credit information concerning the Approved Works in the Approved Video, as well as in the metadata associated with the Approved Video.

7)Indemnification Music User agrees to indemnify and hold harmless Company from any and all costs and expenses (including but not limited to legal costs and attorney fees) resulting from any and all claims made by third parties resulting from a violation of a representation or warranty made by Music User.

8)Limitation of Liability. COMPANY SHALL NOT BE LIABLE TO MUSIC USER FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING UNDER OR RELATING TO THIS AGREEMENT, THE APPROVED WORK AND/OR THE RIGHTS GRANTED HEREUNDER, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS.

9)Governing Law. THIS LICENSE HAS BEEN ENTERED INTO IN THE STATE OF CALIFORNIA, AND THE VALIDITY, INTERPRETATION AND LEGAL EFFECT OF THIS LICENSE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE TO CONTRACTS ENTERED INTO AND PERFORMED ENTIRELY WITHIN THE STATE OF CALIFORNIA (WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW PRINCIPLES UNDER CALIFORNIA LAW). THE CALIFORNIA COURTS (STATE AND FEDERAL) SHALL HAVE SOLE JURISDICTION OF ANY CONTROVERSIES REGARDING THIS AGREEMENT; ANY ACTION OR OTHER PROCEEDING WHICH INVOLVES SUCH A CONTROVERSY SHALL BE BROUGHT IN THOSE COURTS. THE PARTIES WAIVE ANY AND ALL OBJECTIONS TO VENUE IN THOSE COURTS AND HEREBY SUBMIT TO THE JURISDICTION OF THOSE COURTS.

10)Assignment. Music User may not assign or transfer its rights or obligations hereunder to any third-party.