LICENSES

Licenses

The BMB Production Music Library can be licensed to meet your specific requirements and level of use:

Blanket Licensing:

Available on a yearly or multi-year basis. We can customize a package and license to suit your production needs.

Needledrop Licensing:

Based on each separate use of any title and type of application. You pay only for the music and clearance you use.

Production Blanket:

Rates applied for multiple needledrops used within any one production. Blanket production fees are based upon type of clearance and length of production.

All rates for synchronization rights only in the U.S. and Canada. For specific rates in foreign territories, please contact an international representative in your country. Licensing for broadcast does not include performance rights. Worldwide performance rights are available (call for quote). For your convenience, you can report usage online!

For a competitive quote or proposal, please email us at bmbmusicproductions@comcast.net or call 1-(857)756-3958.

BMB Licenses

bmbmusicproductions@comcast.net phone: (857)756-3958

Custom licensing packages are available and can be tailored to fit your exact music and budgetary needs. Licensing combinations such as a lease with download options create diverse yet cost effective solutions for many companies.

Contact your customer service rep. today

Standard Use License: Buy Out Synchronization Pricing

* Individual CD: $70.00 plus shipping

* CD Download: $70.00 per CD, no shipping required

* CD: Quantity Discount Pricing

o 1-2 CDs = $0.00 (per CD discount ) Price per CD $70.00

o 3-5 CDs = $ 5.00 (per CD discount ) Price per CD $65.00

o 6-9 CDs = $10.00 (per CD discount ) Price per CD $60.00

o 10-19 CDs = $15.00 (per CD discount ) Price per CD $55.00

o 20-31 CDs = $ 20.00 (per CD discount ) Price per CD $50.00

o 32 or more CDs = $25.00 (per CD discount ) Price per CD $45.00

Call Us.... let’s talk ....... Our sales reps will be very happy to discuss your music needs as well as your budget needs.

We can “make it happen”. Payment terms are available.

Contact your customer service rep. today.

License Options

Production Blankets, Leasing and Needle Drop contracts require contacting your customer service rep. HINT: We are very aggressive with our lease quotes!

Internet Download Pricing

For DOWNLOAD CLUB pricing, Contact your customer service rep.

Fees are based on length of track.

* Themes and Alt mixes 1:15 or longer = $35.00

* Broadcast Edits :46 to 1:14 = $25.00

* Broadcast Edits :21 to :45 = $20.00

* Broadcast Edits / tag :00 to :20 = $15.00

bmbmusicproductions@comcast.net phone: (857)756-3958

61 Walnut Hill Rd.

Newton Centre, MA 02459

857-756-3958 | bmbmusicproductions@comcast.net

Rate Card - Production Music
(Please see links on the right for other Rate Cards)

National Network TV Broadcast
(As defined by BMI/ASCAP/SESAC)
(CBS, NBC, FOX, UPN, CNN, Fox News, HBO, etc...)

Free synchronization per our Terms of Use.
Please read our terms of use to see if you qualify for free synchronization.

TV Broadcast (Local, Regional, non-licensed National,
International, Educational, or Pay-Per-View)

Worldwide: Two or more countries.
National: Airing in any one country; in the United States in two or more major markets (New York, Los Angeles, Chicago, Miami), or in 6 or more states.
Regional: Airing in any one major market or up to (and including) 5 states.
Local: Airing in one state only. No major markets would qualify. Includes Public Access and Community TV.
Pay-Per-View: Airing by demand through individual purchase on cable and closed circuit networks.
International: Airing outside the US in one or more countries.
Educational: School or University created programming airing on campus, on closed circuit networks, or on community access.

Rates are for each 4 minutes of use, per year.

Per Episode 	Per Freeplay Title 	Opening or Closing Theme 	Blanket Production
National 	$250.00 	$350.00 	Call for Quote
Regional 	$150.00 	$250.00 	Call for Quote
Local 	$85.00 	$150.00 	Call for Quote
Pay-Per-View 	$250.00 	$350.00 	Call for Quote
International (per country) 	$150.00 	$250.00 	Call for Quote
Worldwide 	Call for Quote 	Call for Quote 	Call for Quote
Educational 	$50.00 	$100.00 	Call for Quote

All Rights, All Media, In Perpetuity rates are available. Please call for quote.

Multi-year packages: For all territories, the following discounts apply:

License for 3 years - 1 year free
License for 5 years - 2 years free
License for 7 years - 3 years free
Longer terms - Call for quote.

Advertising and Promos

TV Rights Include: Network/Syndicated, Basic & Premium Cable, Digital Satellite, and Pay-Per-View
Radio Rights Include: Network/Syndicated Radio, Satellite Radio

Rates are per :30 or :60 second Spot; Infomercials are per project, per 4 minutes of use, per Freeplay title

One Commercial Spot 	TV Rights 	Radio
Worldwide - One Year 	Call for Quote 	Call for Quote
Worldwide - 13 Week Cycle 	Call for Quote 	Call for Quote
National - One Year 	Call for Quote 	Call for Quote
National - 13 Week Cycle 	Call for Quote 	Call for Quote
Regional - One Year 	Call for Quote 	Call for Quote
Regional - 13 Week Cycle 	Call for Quote 	Call for Quote
Local - One year 	Call for Quote 	Call for Quote
Local - 13 Week Cycle 	Call for Quote 	Call for Quote
Infomercial Use 	Call for Quote 	Call for Quote
International (Per Country) 	Call for Quote 	Call for Quote

All Rights, All Media, In Perpetuity rates are available. Please call for quote.

For additional tags or longer terms rates, call for a custom quote.

Radio Broadcast (Network, Syndicated, and Satellite)

Worldwide: Two or more countries.
National: Airing in any one country; in the United States in two or more major markets (New York, Los Angeles, Chicago, Miami), or in 6 or more states.
Regional: Airing in any one major market or up to (and including) 5 states.
Local: Airing in one state only. No major markets would qualify. Includes Public Access and Community TV.
International: Airing outside the US in one or more countries.
Educational: School or University created programming airing on campus, on closed circuit networks, or on community access.

Rates are for each 4 minutes of use, per year.

Per Episode 	Per Freeplay Title 	Opening or Closing Theme 	Blanket Production
National 	$250.00 	$350.00 	Call for Quote
Regional 	$150.00 	$250.00 	Call for Quote
Local 	$85.00 	$150.00 	Call for Quote
International (per country) 	$150.00 	$250.00 	Call for Quote
Educational 	Call for Quote 	Call for Quote 	Call for Quote

All Rights, All Media, In Perpetuity rates are available. Please call for quote.

Multi-year packages: For all territories, the following discounts apply:

License for 3 years - 1 year free
License for 5 years - 2 years free
License for 7 years - 3 years free
Longer terms - Call for quote.

Multimedia Productions for Distribution   
Non-Broadcast, Non-Streaming, Non-Download: DVDs, VHSs, CDRs, Audio Books, CDs, Magazines, Games, Electronic Toys etc...

Per Freeplay Title (per project, for each 4 minutes of use)
1 - 100 copies 	$50.00
101 - 1,000 copies 	$100.00
1,001 - 10,000 copies 	$300.00
10,001 - 50,000 copies 	$500.00
50,001 - 100,000 copies 	Call for Quote
100,001 - 500,000 copies 	Call for Quote

Non-Broadcast Multimedia Presentations
(Corporate Conferences, Trade Shows, Live Events, PowerPoint, Flash or Slide Presentations, etc...)

Non-Broadcast Multimedia presentation is any live performance or presentation to an assembled audience single or multiple persons. Including any direct, indirect marketing, business meeting organizational or club event.

Per Freeplay Title (per project, for each 4 minutes of use)
One Time Use 	$50.00
6 Months Unlimited National Multimedia Use 	$125.00
1 Year Unlimited National Multimedia Use 	$250.00
6 Months Unlimited Worldwide Multimedia Use 	$200.00
1 Year Unlimited Worldwide Multimedia Use 	$400.00

Music On Hold

Licensed in packages of 10 titles.

Per Freeplay packages, per location, per year)
Music on Hold Package (10 titles) 	$125.00
Custom Packages 	Call for Quote

Intranet & Internet - Web Page Use - Blogs

Rates are, per Freeplay title, per URL.

Per Freeplay Title 	1 Year
Business Web Page Background use 	$250.00
Small Business Web Page Background use 	$150.00
Business Intranet 	$150.00
Small Business Intranet 	$75.00
Personal Web Page use -individual, private, non-commercial 	$75.00

Multi-year and In Perpetuity rates are available. Please call for quote.

Web Videos / Viral Videos / Podcasting

Per Freeplay Title (per video or podcast episode, per 4 minutes of use, per domain, per year)
Personal Use 	$25.00
Business Use 	$100.00
Unlimited URLs Use 	Call for Quote
Per Freeplay Title (per podcast series, for each 4 minutes of use per episode, per year)
Personal Theme Use 	$200.00
Business Theme Use 	$400.00

Multi-year and In Perpetuity rates are available. Please call for quote.

Film Festivals - Non-Student

Per entry, for each 4 minutes of use
Amateur use - 1 Freeplay Title 	$125.00
Professional use - 1 Title 	$175.00
Amateur use - Production Blanket - Up to 5 Titles 	$500.00
Professional Use - Production Blanket - Up 5 Titles 	$700.00
Amateur or Professional Production Blanket - 6 Titles or more 	Call for Quote

Film Festivals - Student

Per our Terms Of Use, Students securing FPM master recording and synchronization rights for a competition or festival, which has a corporate sponsor, awards any prizes or prize money, or if they charge the public admission to view the entries, or if viewed on the Internet; then you are required to secure an initial minimum paid license with Freeplay Music of $25.00 USD per Freeplay music title (per song), per Festival Entry. If you should win and be awarded prizes or prize money equal to $500.00 USD or more, you would be responsible for paying Freeplay Music an additional $100.00 USD.

Per Freeplay Title
Per Entry 	$25.00
Additional Fee if Prize is Won 	$100.00

Multi-year and In Perpetuity rates are available for Film Festival Entries. Please call for quote.

All Other Uses

For all other uses including but not limited to ring tones, any multimedia software/application, emails, greeting cards, newsletters, etc.

To complete the BMB Online License Application, you will be asked for details about your project.

NOTE: Online license applications should only be submitted by current Megatrax clients who have the CD library at their facility. If you would like to license our music and are not currently a Megatrax client, please call 888.MEGA.555 (Toll Free in the U.S.) or 818.255.7100 for assistance.

Invoice to* 	
Date* 	
Attention* 	
Phone Number 	
Fax 	
E-mail* 	
P.O.# 	
	  	
License To 	
Data* 	
Attention* 	
Phone Number 	
Fax 	
E-mail* 	
  PRODUCTION TYPE.

MEDIA TYPES. 
	Radio - Local
	Radio - Regional
	Radio/Satellite Radio - National
	Radio/Satellite Radio - World
	Free TV & Basic Cable - Local
	Free TV & Basic Cable - Regional
	Free TV & Basic Cable/Satellite-Nat
	Free TV & Basic Cable/Satellite-World
	Premium Cable/Satellite - National
	Premium Cable/Satellite - World
	Pay Per View/Video On Demand
	Theatrical Distribution
	Production for Sale 0-5,000 Units
	Production for Sale 5,001-20,000 Units
	Production for Sale 20,001-50,000 Units
	Production for Sale Unlimited Units
	Internet Single Site
	Internet Syndicated
	Closed Circuit/Intranet Single Location
	Common Carrier
	Venue Single
	Venues Multiple
	Production Not for Sale up to 1,000 Units
	Production Not for Sale 1,001-10,000 Units
	Production Not for Sale Unlimited Units
	Temp Track

All TV (Free TV, Basic/Premium Cable & Satellite TV)
National
World

All Broadcast (Free TV, Basic/Premium Cable & Satellite TV, Radio, Satellite Radio, Common Carrier, Internet Site)
National
World

All Media (Free TV, Basic/Premium Cable & Satellite TV, Radio, Satellite Radio, Common Carrier, Internet Site, Pay Per View/On Demand, Theatrical Distribution and Production for Sale Unlimited)
National
World

PRODUCTION INFO. 
Product* 	
Production Title/URL* 	
Air Date(s)* 	
Length* 	
	min. 		sec.
Ad Agency 	
ISCI# 	
Station(s) 	
1st Line of Copy 	
Misc./Comments

TRACKS
 
	LIB ID * 	CD #* 	TRACK #* 	# OF USES*
1* 				
add another
track to this request.

Royalty Free Music License

We offer two levels of license for music on this website - Standard and Full.

All purchases come with a Standard License. You can purchase a Full License for more benefits, should you choose to. Here is what each license allows you to do...
Standard License

To use music synchronised in an audio/visual context, including:

* up to 5,000 copies of a product, physical or downloadable.
        * TV and Radio broadcast - regional (up to 250 miles), or any single EU country (eg UK)
        * single web site (streamed format)
        * corporate video/DVD, trade show or presentation
        * shareware/freeware game
        * music on hold (single location)
        * internet video (streamed format such as Myspace, YouTube etc)
        * podcast
        * student film and film festivals
        * educational (not for sale)

Full License

All rights granted in the Standard License, plus:

* TV and Radio broadcast worldwide
        * unlimited copies of a product, physical or downloadable
        * film/movie with theatrical release
        * music on hold multi-location

What you must not do...

* use the music without synchronisation to other media
    * re-sell or re-license the music on it's own
    * claim ownership of the music
    * add lyrics or music to our music to create a derived musical work

PLEASE READ THE FOLLOWING...

The legal definitions - Our Licenses grant Mechanical & Synchronisation rights as described above.

Mechanical rights - the right to reproduce our music, relating to various media.

Synchronisation rights - the right to use our music in synchronisation with other audo/visual material.

Performance Rights - Our license does not include Performance Rights - as the media Producer, you do not pay Performance Rights license fees.

As with all music, broadcasts and public performances of our music must be notified to your local Performance Rights Organisation - this is the responsibility of whoever makes the public performance of music (for example the TV station, radio network, business-owner, or hosting venue) and includes the composer name(s), track title, music duration, and broadcast/programme details. Public performance of our music may require an additional license from the local Performance Rights Organisation, for example to the TV station, radio network, business-owner, or hosting venue. As the media Producer, you do not pay Performance Rights license fees.

If you aren't sure what a Public Performance is (and definitions can vary in different countries), you should check with your local Performance Rights Organisation.

Credits: The composer and www.bmbmusicproductions must always have a visible credit where appropriate.

Privacy: We do not pass on any information about our customers to third parties. At rBMB music productions we do not get to see your payment details, these are processed securely on our behalf by paypal. The customer details paypal pass to us are your name and contact details, so we can contact you about your order if necessary. As a new customer we will add your email address to our own mailing list, for the purposes of mailing an occassional newsletter. You may unsubscribe from this list at any time simply by emailing us.

Liability: BMB music productions are not liable for any damages or consequences resulting fom other's use or misuse of the music files or this website. BMB music productions liability shall in no event exceed the license cost..

BUYOUT SYNCHRONIZATION
What Is a Synchronization ?

When music is “attached to” or becomes a part of any production, ie: film, video, DVD, television program, commercial, multimedia CD-Rom, web site or audio CD, it requires a license. That license is often referred to as a “sync” license. “Sync” licenses come in many shapes and sizes depending on the terms set by each publisher/distributor.

GMP Music offers flexible licensing options tailored to fit the specific applications of the many different production types.

The GMP Music Buyout Synchronization license gives the licensee the ability to use the music in its productions for 99 years, without any additional charges or “ sync” fees. Limitations on this type of license include National Network/Cable Broadcasting and/or Major Film/Video release. We have special licensing for those situations.

GMP Music, production music may not be sold as stand alone music and must be synchronized to picture or voice. GMP Music, production music may not be broadcast or distributed in film on any network not affiliated with ASCAP or BMI without expressed permission or obtaining a “DIRECT PERFORMANCE LICENSE” from GMP Music.

The Buyout Synchronization license applies to music delivered on CD as well as Downloaded unless otherwise agreed upon in writing.

Contact your customer service rep for more information.

WHAT ABOUT PERFORMANCE LICENSING FROM ASCAP AND BMI (PRA)?

Broadcasters are responsible to maintain valid performing rights licenses with ASCAP or BMI in the US or with other performing rights societies in other countries. Broadcasters are also responsible to pass the cue sheet information on to ASCAP & BMI for each production. Broadcasters without valid licenses require a direct performance license. Productions created for broadcast (commercials, programming, films etc.) should always contain a complete cue sheet list of music used, listed by: Composer or arranger, Composer or arranger’s PRA, Publisher, Publisher’s PRA, CD volume number; track number, Music library distributor, length of time used and how it was used.

Example: Song title: Ina’s Song, Written by Gene Ort, BMI. Published by Gene Michael Productions, BMI. Music Library: GMP MUSIC, 2:38 seconds, introduction theme.

All GMP Music CDs have the information you will need for your cue sheet on the tray card and the web site has all the legal information listed for every song and every CD. Important: Creating a cue sheet for your productions does not cost you, the producer any money! It simply makes the broadcaster aware of the musical content legal information so that they can notify the correct PRA of the performance. Music composers and publishers receive income from public/broadcast performance of their music.

2.1 Getty Images grants to Licensee a direct, perpetual, non-exclusive, non-transferable, non-sublicensable, worldwide right, inclusive of mechanical and performing rights (subject to Section 2.5 below), to use and Reproduce the Licensed Material an unlimited number of times in any and all media for all purposes other than those uses prohibited under Section 3 of this Agreement.  All Licensed Material must be downloaded within one (1) year of the date of purchase.  
2.2 Licensee may edit, modify or alter the Licensed Material as necessary for its intended use, provided that: (i) any such editing, modification or alteration does not give rise to any ownership rights or claims, including copyright, on the part of Licensee in or to the Licensed Material; and (ii) Licensee agrees that, if requested by Getty Images, Licensee will, without any payment or other consideration, execute a written assignment of any such rights to Getty Images.

2.3 Licensee may have the Licensed Material Reproduced by subcontractors of Licensee (including Purchaser) for preparation of the Licensee Work, provided that such subcontractors agree to abide by the provisions of this Agreement.

2.4 Licensee may store the Licensed Material in a digital library, network configuration or similar arrangement to allow the Licensed Material to be accessed by employees, partners and clients of Licensee, so long as there is no more than one (1) User.

2.5 Getty Images has used reasonable efforts to ensure that it owns and holds all rights to all Licensed Material and that it may issue direct licenses, inclusive of all performing rights, mechanical rights or any other similar rights, without need of payment for further royalties to any performing, mechanical or other similar rights societies (such as ASCAP, BMI, SESAC, PRS, MCPS, JASRAC, GEMA, etc.). However, in certain jurisdictions outside of the United States (for example, France and Spain), Licensee may be required to pay royalties to performing rights or other rights societies due to the exploitation of the Licensed Material in that jurisdiction (regardless of whether any of the contributors of the Licensed Material is a member of the applicable societies and/or if a contributor later becomes a member of the applicable societies). You must determine if such requirements exist in the applicable jurisdiction.

3. Restrictions.

3.1 Licensee may not: (i) make the Licensed Material available (separate from the Licensee Work) in any medium accessible by persons other than a single User;  (ii) make the Licensee Work available in any medium or manner intended to allow or invite a third party to download, extract or access the Licensed Material as a standalone file, such as for a digital download; or (iii) use the title or subtitle of the Licensed Material as the title of any Licensee Work or any item that incorporates the Licensed Material.

3.2 Licensee may not, without obtaining the prior written consent of Getty Images and the payment of additional License Fees: (i) include the Licensed Material in an electronic template intended to be Reproduced by third parties including, without limitation, in a product or service that enables an end user to create soundtracks, in a system that resells products that include the Licensed Material, or in any “build-it-yourself” media tools; (ii) use or display the Licensed Material on websites or in any other medium designed to induce or involving the sale, license or other distribution of "on demand" products, including, without limitation, electronic greeting cards, voicemail greetings, ring tones, multi-media albums or presentations, or similar items; (iii) use or display the Licensed Material in an electronic format that enables it to be downloaded or distributed via mobile or wireless devices or shared in any peer-to-peer or similar file sharing arrangement; (iv) use the Licensed Material as a component of a larger musical composition, including but not limited to “sample-based” musical productions; (v) use the Licensed Material to manufacture, distribute or sell audio-only products, whether in the form of compact discs (CD’s), cassettes, phonographs, digital downloads or any other format or media now known or hereafter devised; (vi) sub-license, re-sell, rent, lend, assign, gift or otherwise transfer or distribute the Licensed Material or the rights granted under this Agreement; (vii) manufacture or distribute more than five thousand (5,000) units of the Licensee Work; or (viii) in the case of in-store, in-office or on-hold background music, use the Licensed Material in more than five (5) physical locations.

3.3 Licensee may not reverse engineer, decompile, or disassemble any part of the Licensed Material.

3.4 Licensee may not falsely represent, expressly or impliedly, that Licensee is the original creator of an audio or visual work that derives a substantial part of its artistic components from the Licensed Material.

3.5 Licensed Material shall not be incorporated into a logo, corporate ID, trademark or service mark, nor used as the theme song for any film, television show, or other broadcast or program, without obtaining the prior written consent of Getty Images.

3.6 Defamatory or otherwise unlawful use of Licensed Material is strictly prohibited, whether directly or in context or juxtaposition with specific subject matter. Licensee shall also comply with any applicable regulations and/or industry codes.

3.7 While efforts have been made to correctly caption the subject matter of, and to provide other information (including metadata) related to, the Licensed Material, Getty Images does not warrant the accuracy of such information.

3.8 Where Purchaser is licensing Licensed Material on behalf of a Licensee, Purchaser hereby represents and warrants that: (i) Purchaser is authorized to act as an agent on behalf of Licensee and has full power and authority to bind Licensee to this Agreement; and (ii) if Licensee subsequently disputes such power or authority, Purchaser shall be bound and liable for any failure of Licensee to comply with the terms of this Agreement. Nothing in this Section 3.8 shall serve to excuse Purchaser's obligation to make payment to Getty Images of the License Fee.

3.9 If the Licensed Material is Reproduced on a website, Licensee shall post terms and conditions on the website that include restrictions on downloading the Licensed Material for other than personal use, and prohibit republication, retransmission, reproduction or other use of the Licensed Material.

4. Credit and Intellectual Property.

4.1 Copyright. No ownership or copyright in any Licensed Material shall pass to Licensee by the issuance of the license contained in this Agreement. Except as expressly stated in this Agreement, Getty Images grants Licensee no right or license, express or implied, to the Licensed Material.

4.2 Trademarks. In connection with the use of "RoyaltyFreeMusic.com" or any other of Getty Images’ or its partners’ trade names, trademarks, logos or service marks, including the names of all Licensed Material collections ("Marks"), Licensee acknowledges and agrees that (i) such Marks are and shall remain the sole property of Getty Images or its partners; (ii) except as expressly required in order to satisfy credit obligations under this Agreement, nothing shall confer upon Licensee any right of use in or to the Marks; and (iii) Licensee shall not now or in the future contest the validity of Getty Images’ Marks.

4.3  Audio/Visual Production Credit. If Licensed Material is used in an audio/visual production where credits are accorded to other providers of licensed material, credit shall be accorded, where technically feasible, in equal size and comparable placement to such other credit(s), substantially in the form "Music supplied by Getty Images".

4.4 Notice of Violations. Licensee will immediately notify Getty Images if it becomes aware or suspects that any third party that has gained access to the Licensed Material through Licensee is wrongfully using the Licensed Material, in whole or in part, or is violating any of Getty Images’ intellectual property rights, including, but not limited to, Marks and copyrights.

4.5 No Removal of Notices. Licensee shall not remove any copyright, trademark, watermark, or other legal notice from any place where it is on or embedded in the Licensed Material.

5. Warranty and Limitation of Liability.

5.1 Getty Images warrants that: (i) the Licensed Material will be free from defects in material and workmanship for thirty (30) days from delivery (Licensee's sole and exclusive remedy for a breach of this warranty being the replacement of the Licensed Material); (ii) it has all necessary rights and authority to enter into and perform this Agreement; and (iii) Licensee's use of the Licensed Material in accordance with this Agreement and in the form delivered by Getty Images (i.e., excluding any modifications made by Licensee), will not infringe on any copyright, moral right, trademark or other intellectual property right and will not violate any right of privacy or right of publicity; provided, however, that Licensee shall be responsible for any payments required in jurisdictions outside of the United Sates per Section 2.5 above, as well as payment of any amounts that may be due, and compliance with any other terms of, any applicable collective bargaining agreement(s) or other agreements entered into by Licensee as a result of its use of the Licensed Material.

5.2 GETTY IMAGES DOES NOT MAKE ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE LICENSED MATERIAL OR ITS DELIVERY SYSTEMS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. GETTY IMAGES SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT, EVEN IF GETTY IMAGES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR CERTAIN CATEGORIES OF DAMAGES. WITHOUT LIMITING ANY OTHER TERM HEREIN, GETTY IMAGES SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS OR LOSSES ARISING AS A RESULT OF MODIFICATIONS MADE TO THE LICENSED MATERIAL BY LICENSEE OR THE CONTEXT IN WHICH LICENSED MATERIAL IS USED IN A LICENSEE WORK.

6. Indemnification.

6.1 Licensee shall defend, indemnify and hold harmless Getty Images and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees from all damages, liabilities and expenses (including reasonable outside attorneys' fees), arising out of or as a result of claims by third parties relating to Licensee's use of any Licensed Material outside the scope of this Agreement or any other actual or alleged breach by Licensee of this Agreement.

6.2 Provided Licensed Material is used only in accordance with this Agreement and Licensee is not otherwise in breach of this Agreement or any payment obligations to Getty Images, and as Licensee's sole and exclusive remedy for any breach of the representations and warranties set forth in Section 5.1(ii) and (iii) above, Getty Images shall, subject to the terms of Section 5.2 above, defend, indemnify and hold harmless Licensee and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees from damages, liabilities and expenses (including reasonable outside attorney's fees), arising out of or connected with any actual lawsuit or legal proceeding alleging that Getty Images is in breach of its warranties set forth in Section 5.1(ii) and (iii) above. The total maximum aggregate liability of Getty Images under this Agreement and any other agreement with Getty Images pursuant to which Licensee has licensed the same content (regardless of the file size, or the use or exploitation of any or all of the content in any manner whatsoever), and the obligation of Getty Images under this Section, shall be limited to an aggregate of ten thousand ($10,000) US dollars per item of Licensed Material. For greater clarity, Getty Images’ liability to Licensee in respect of the content shall not exceed ten thousand ($10,000) US dollars per item of Licensed Material regardless of the number of times that Licensee has licensed the same content from Getty Images. The foregoing states Getty Images’ entire indemnification obligation under this Agreement.

6.3 The party seeking indemnification pursuant to this Section 6 shall promptly notify the other party of such claim. At indemnifying party's option, indemnifying party may assume the handling, settlement or defense of any claim or litigation, in which event indemnified party shall cooperate in the defense of any such claim or litigation as may be reasonably requested by indemnifying party. Indemnified party shall have the right to participate in such litigation, at its expense, through counsel selected by indemnified party. Indemnifying party will not be liable for legal fees and other costs incurred prior to the other party giving notice of the claim for which indemnity is sought, and Getty Images shall not be liable for any losses arising from Licensee’s failure to discontinue use pursuant to Section 10.3 below.

7. Condition of Licensed Material. Licensee should examine all Licensed Material for possible defects (whether digital or otherwise) before sending any Licensed Material for Reproduction. Without prejudice to Section 5.1(i) above, Getty Images shall not be liable for any loss or damage suffered by Licensee or any third party, whether directly or indirectly, arising from any alleged or actual defect in any Licensed Material or its caption or in any way from its Reproduction.

8. Electronic Invoicing; Interest on Overdue Invoices. Licensee and Purchaser agree to receive invoices from Getty Images electronically via the email address associated with Licensee’s and/or Purchaser’s Getty Images account. If Licensee fails to pay the Invoice in full within the time specified in the Invoice, Getty Images may add a service charge of one-and-one-half percent (1.5%) per month, or such lesser amount as is allowed by law, on any unpaid balance until payment is received.

9. Unauthorized Use and Termination. Any use of Licensed Material in a manner not expressly authorized by this Agreement (including, without limitation, use of Licensed Material by more than one (1) User without purchase of additional seat licenses) constitutes copyright infringement, entitling Getty Images to exercise all rights and remedies available to it under copyright laws around the world. Licensee shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party. In addition and without prejudice to Getty Images’ other remedies under this Agreement, Getty Images reserves the right to charge and Licensee agrees to pay a fee equal to five (5) times Getty Images’ single-track list price for each unauthorized use of the Licensed Material. Getty Images reserves the right to terminate this Agreement in the event Licensee: (i) enters the Agreement after having received notice of unauthorized use from Getty Images relating to the Licensed Material; (ii) fails to pay the License Fee in full within the time specified in the Invoice; or (iii) otherwise breaches the terms of this Agreement. Upon termination, Licensee must immediately (I) stop using the Licensed Material; and (II) destroy or, upon the request of Getty Images, return to Getty Images the Licensed Material and, in the case of termination by Getty Images for cause, the Licensee Work in the possession or control of Licensee.

10. Miscellaneous Terms.

10.1 Audit/Certificate of Compliance. Upon reasonable notice, Licensee shall provide sample copies of Reproductions containing any Licensed Material to Getty Images. In addition, upon reasonable notice, Getty Images may, at its discretion, either through its own employees or through a third party, audit Licensee's records directly related to this Agreement and use of Licensed Material in order to verify compliance with the terms of this Agreement. If any such audit reveals an underpayment by Licensee to Getty Images of five percent (5%) or more of the amount Licensee should have paid for the time period that is the subject of the audit, in addition to paying Getty Images the amount of such underpayment, Licensee shall also reimburse Getty Images for the costs of conducting such audit. Where Getty Images reasonably believes that Licensed Material is being used by more than a single User, or that Licensed Material is being used outside of the scope of the license granted under this Agreement, Licensee shall, at Getty Images’ request, provide a certificate of compliance signed by an officer of Licensee, in a form to be approved by Getty Images.

10.2 Electronic Storage. For all Licensed Material that is delivered to Licensee  in electronic form, Licensee must retain the copyright symbol, the name of Getty Images, the Licensed Material's identification number and any other information as may be embedded in the electronic file containing the original Licensed Material. Licensee shall maintain a robust firewall to safeguard against unauthorized third-party access to the Licensed Material.

10.3 Withdrawal. Upon notice from Getty Images, or upon Licensee's knowledge that any Licensed Material may be subject to a claim of infringement of another’s right for which Getty Images may be liable, Getty Images may require Licensee to immediately and at its own expense (i) stop using the Licensed Material; (ii) delete or remove the Licensed Material from its premises, computer systems and storage (electronic or physical); and (iii) ensure that its clients do likewise. Getty Images shall provide Licensee with comparable Licensed Material (which comparability will be determined by Getty Images in its reasonable commercial judgment) free of charge, but subject to the other terms and conditions of this Agreement.

10.4 Governing Law. This Agreement will be governed in all respects by the laws of the State of New York, U.S.A., without reference to its laws relating to conflicts of law. Any disputes arising from this Agreement or its enforceability shall be finally settled by binding arbitration by a single arbitrator selected using the rules and procedures for arbitrator selection under the Commercial Rules of the American Arbitration Association ("AAA") or of the International Chamber of Commerce ("ICC")  (the applicable rules to be at Licensee’s discretion) to be held in one of the following jurisdictions (whichever is closest to Licensee): Seattle, Washington; New York, New York; Los Angeles, California; London, England; Paris, France; Frankfurt, Germany; Tokyo, Japan; or Singapore. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. The prevailing party shall be entitled to recover its reasonable legal costs relating to that aspect of its claim or defense on which it prevails, and any opposing costs awards shall be offset. Notwithstanding the foregoing, Getty Images shall have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against Licensee in the event that, in the opinion of Getty Images, such action is necessary or desirable.

10.5 Severability. If one or more of the provisions contained in the Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. Such provisions shall be revised only to the extent necessary to make them enforceable.

10.6 Waiver. No action of either party, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of either party in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies, and a single or partial exercise by either party of any such rights or remedies will not preclude other or further exercise of that right or remedy. A waiver of a right or remedy on any one occasion will not be construed as a bar to or waiver of rights or remedies on any other occasion.

10.7 Entire Agreement. This Agreement is intended for business customers of Getty Images and contains all the terms of the license agreement. No terms or conditions may be added or deleted unless made in writing and either signed by an authorized representative of Getty Images or issued electronically by Getty Images and signed by an authorized representative of Licensee. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order sent by Licensee, the terms of this Agreement shall govern.

10.8 Taxes. All License Fees are exclusive of any applicable sales, use, withholding or other transactional taxes, which are the sole responsibility of Licensee or Purchaser (if any).

10.9 Licensing Company. The licensing entity under this Agreement shall be determined by the billing address of the Licensee or, if any, Purchaser, as follows:

LICENSEE/PURCHASER LOCATION          GETTY IMAGES LICENSOR (LOCATION)

United States                                             Getty Images (US), Inc. (United States)

Spain                                                        Getty Images Sales Spain SL (Spain)

Portugal                                                     Getty Images Sales Portugal, Unipessoal, Lda. (Portugal)

Brazil                                                         Getty Images Venda de Imagens (Brazil)

Australia                                                    Getty Images Sales Australia Pty Limited (Australia)

New Zealand                                              Getty Images Sales New Zealand Limited (New Zealand)

Malaysia                                                    Getty Images Pte Limited, Malaysia branch (Malaysia)

Thailand                                                     Getty Images (Thailand) Limited (Thailand)

Philippines                                                 Getty Images Pte Limited, Philippines branch (Philippines)

Hong Kong                                                 Getty Images Sales Hong Kong Limited (Hong Kong)

Singapore                                                  Getty Images Sales Singapore Pte Limited (Singapore)

Japan                                                        Getty Images Sales Japan G.K. (Japan)

All other countries                                       Getty Images International (Ireland)

ROYALTYFREEMUSIC.COM SUBSCRIPTION LICENSE AGREEMENT

THIS IS A LEGAL AGREEMENT (THE "AGREEMENT") BETWEEN LICENSEE, PURCHASER (IF ANY) AND THE SUBSIDIARY OF GETTY IMAGES, INC. IDENTIFIED IN SECTION 12.9 BELOW ("GETTY IMAGES"). THIS AGREEMENT APPLIES TO LICENSES ISSUED VIA THE WEB AND VIA LOCAL SALES REPRESENTATIVES, AND IS APPLICABLE TO ONLINE, DIGITAL AND ANALOG (PHYSICAL) DELIVERY OF LICENSED MATERIAL. BY ORDERING A LICENSE, LICENSEE AND, IF APPLICABLE, PURCHASER, IS CONFIRMING THAT IT HAS CAPACITY TO FORM A CONTRACT UNDER ITS LOCAL LAWS.

Last updated February 2011.

1. Definitions. In this Agreement the following definitions apply:

1.1 "Invoice" means the computer-generated or pre-printed standard form invoice provided by Getty Images that shall include, without limitation, the Getty Images licensing company, the Licensed Material selected and the corresponding price for the license of such Licensed Material ("License Fee"). The Invoice shall be incorporated into this Agreement and all references to the Agreement shall include the Invoice.

1.2 "Licensed Material" means any music (including musical compositions and sound recordings), sounds and sound effects, original digital files, or any copies thereof, or any other music product protected by copyright, trademark, patent or other intellectual property right, which is licensed to Licensee by Getty Images under the terms of this Agreement. Any reference in this Agreement to the Licensed Material shall be to each individual item within the Licensed Material and also to the Licensed Material as a whole.

1.3 "Licensee" means the entity purchasing a license hereunder or, if there is a separate Purchaser, the entity specifically designated as Licensee during the purchase process and set forth as such in the Invoice.

1.4 "Licensee Work" means an end product, service, campaign or publication that has been created by or on behalf of Licensee using independent skill and effort and that incorporates a Reproduction of the Licensed Material as well as other material.

1.5 "Purchaser" means the entity purchasing the license hereunder on behalf of a third-party Licensee.

1.6 "Reproduction" and "Reproduce" mean any form of copying or publication of the whole or a part of any Licensed Material, via any medium and by whatever means, the distortion, alteration, cropping or manipulation of the whole or any part of the Licensed Material, and the creation of any derivative work from, or that incorporates, the Licensed Material.

1.7 "User" means any employee or subcontractor of Licensee who: (i) downloads, manipulates, edits, modifies or saves the digital file containing the Licensed Material; (ii) is otherwise directly involved in the creative process utilizing the Licensed Material; or (iii) incorporates the Licensed Material within any derivative work.

2. Grant of Rights. Subject to the terms of this Agreement:

2.1 Getty Images grants to Licensee a direct, non-exclusive, non-transferable, non-sublicensable, worldwide right, inclusive of mechanical and performing rights (subject to Section 2.6 below), to access the RoyaltyFreeMusic.com subscription and use the Licensed Material made available to Licensee through the subscription an unlimited number of times during the term of the RoyaltyFreeMusic.com subscription purchased as identified in the Invoice ("Term") in any and all media for all purposes other than those uses prohibited under Section 3 of this Agreement.  Licensee may edit, modify or alter the Licensed Material as necessary for its intended use, provided that: (i) any such editing, modification or alteration does not give rise to any ownership rights or claims, including copyright, on the part of Licensee in or to the Licensed Material; and (ii) Licensee agrees that, if requested by Getty Images, Licensee will, without any payment or other consideration, execute a written assignment of any such rights to Getty Images.

2.2 LICENSEE IS GRANTED A ONE (1) PERSON SEAT LICENSE FOR USE OF THE LICENSED MATERIAL FOR EACH USER SEAT PURCHASED. THIS IS NOT A SIMULTANEOUS USE LICENSE. ONLY ONE (1) USER MAY ACCESS THE ROYALTYFREEMUSIC.COM SUBSCRIPTION OR USE LICENSED MATERIAL, AS APPLICABLE. EACH USER SHALL BE REQUIRED TO HAVE A SEAT LICENSE. SEAT LICENSES SHALL BE REQUIRED FOR ANY ADDITIONAL “USER(S)”. A User may not download Licensed Material and share such Licensed Material with a non-User or act as a designated downloader who shares Licensed Material with non-Users. Licensee must purchase additional seat licenses if there is more than one (1) User before such additional use begins.

2.3 Following expiration of the Term, Licensee may continue to use any Licensed Material incorporated into a Licensee Work during the Term, but only in the same form as the Licensee Work that was created during the Term. If the individual entering into this Agreement is an agent, accessing the subscription and using the Licensed Material on behalf of a client, this continued use may be exercised by the client and such individual solely to the extent the individual who entered into this Agreement is doing work authorized by and on behalf of that client.

2.4 Licensee may have the Licensed Material Reproduced by subcontractors of Licensee (including Purchaser) for preparation of the Licensee Work, provided that such subcontractors agree to abide by the provisions of this Agreement.

2.5 Licensee may store the Licensed Material in a digital library, network configuration or similar arrangement to allow the Licensed Material to be accessed by employees, partners and clients of Licensee, so long as there is no more than one (1) User.

2.6 Getty Images has used reasonable efforts to ensure that it owns and holds all rights to all Licensed Material and that it may issue direct licenses, inclusive of all performing rights, mechanical rights or any other similar rights, without need for payment of further royalties to any performing, mechanical or other similar rights societies (such as ASCAP, BMI, SESAC, PRS, MCPS, JASRAC, GEMA, etc.). However, in certain jurisdictions outside of the United States (for example, France and Spain), Licensee may be required to pay royalties to performing rights or other rights societies due to the exploitation of the Licensed Material in that jurisdiction (regardless of whether any of the contributors of the Licensed Material is a member of the applicable societies and/or if a contributor later becomes a member of the applicable societies). You must determine if such requirements exist in the applicable jurisdiction.

3. Restrictions.

3.1 Licensee may not share or disclose any password to any other user or third party other than as specifically provided for herein, and Licensee agrees to hold all passwords for any subscription in the strictest of confidence. If Licensee breaches any provision of this section, Getty Images shall be entitled to (i) terminate this Agreement immediately, (ii) retain all payments paid pursuant to this Agreement, and (iii) seek any legal or equitable remedies.

3.2 Licensee may not download more than the permitted quantity of Licensed Material during the subscription term (no more than thirty (30) music tracks and three hundred (300) sound effects per month for the annual subscription, and no more than fifteen (15) music tracks and three hundred (300) sound effects per month for the monthly subscription).  Licensee shall not stockpile, download, or otherwise store Licensed Material not used during the Term for future use. Getty Images may (a) monitor, as frequently as Getty Images determines, anything Licensee downloads from the RoyaltyFreeMusic.com Web site, (b) track any abuse of Licensee’s username(s) and password(s), and (c) suspend or terminate Licensee’s RoyaltyFreeMusic.com subscription, without notice, if Getty Images believes there is a violation of this Agreement and/or any abuse or sharing of Licensee’s username and password.

3.3 Licensee may not: (i) make the Licensed Material available (separate from the Licensee Work) in any medium accessible by persons other than authorized Users;  (ii) make the Licensee Work available in any medium or manner intended to allow or invite a third party to download, extract or access the Licensed Material as a standalone file, such as for a digital download; or (iii) use the title or subtitle of the Licensed Material as the title of any Licensee Work or any item that incorporates the Licensed Material.

3.4 Licensee may not, without obtaining the prior written consent of Getty Images and the payment of additional License Fees: (i) include the Licensed Material in an electronic template intended to be Reproduced by third parties including, without limitation, in a product or service that enables an end user to create soundtracks, in a system that resells products that include the Licensed Material, or in any “build-it-yourself” media tools; (ii) use or display the Licensed Material on websites or in any other medium designed to induce or involving the sale, license or other distribution of "on demand" products, including, without limitation, electronic greeting cards, voicemail greetings, ring tones, multi-media albums or presentations, or similar items; (iii) use or display the Licensed Material in an electronic format that enables it to be downloaded or distributed via mobile or wireless devices or shared in any peer-to-peer or similar file sharing arrangement; (iv) use the Licensed Material as a component of a larger musical composition, including but not limited to “sample-based” musical productions; (v) use the Licensed Material to manufacture, distribute or sell audio-only products, whether in the form of compact discs (CD’s), cassettes, phonographs, digital downloads or any other format or media now known or hereafter devised; (vi) sub-license, re-sell, rent, lend, assign, gift or otherwise transfer or distribute the Licensed Material or the rights granted under this Agreement; (vii) manufacture or distribute more than five thousand (5,000) units of the Licensee Work; or (viii) in the case of in-store, in-office or on-hold background music, use the Licensed Material in more than five (5) physical locations.

3.5 Licensee may not reverse engineer, decompile, or disassemble any part of the Licensed Material.

3.6 Licensee may not falsely represent, expressly or impliedly, that Licensee is the original creator of an audio or visual work that derives a substantial part of its artistic components from the Licensed Material.

3.7 Licensed Material shall not be incorporated into a logo, corporate ID, trademark or service mark, nor used as the theme song for any film, television show, or other broadcast or program, without obtaining the prior written consent of Getty Images.

3.8 Defamatory or otherwise unlawful use of Licensed Material is strictly prohibited, whether directly or in context or juxtaposition with specific subject matter. Licensee shall also comply with any applicable regulations and/or industry codes.

3.9 While efforts have been made to correctly caption the subject matter of, and to provide other information (including metadata) related to, the Licensed Material, Getty Images does not warrant the accuracy of such information.

3.10 Where Purchaser is licensing Licensed Material on behalf of a Licensee, Purchaser hereby represents and warrants that: (i) Purchaser is authorized to act as an agent on behalf of Licensee and has full power and authority to bind Licensee to this Agreement; and (ii) if Licensee subsequently disputes such power or authority, Purchaser shall be bound and liable for any failure of Licensee to comply with the terms of this Agreement. Nothing in this Section 3.10 shall serve to excuse Purchaser's obligation to make payment to Getty Images of the License Fee.

3.11 If the Licensed Material is Reproduced on a website, Licensee shall post terms and conditions on the website that include restrictions on downloading the Licensed Material for other than personal use, and prohibit republication, retransmission, reproduction or other use of the Licensed Material.

4. User Accounts.

Getty Images will provide Licensee with a number of User accounts as specified in the Invoice, to access Licensed Material on the RoyaltyFreeMusic.com website. Licensee will be responsible for tracking all activity for each User account and shall, furthermore: (a) maintain the security of all passwords and identifications issued in connection with each User account; (b) notify Getty Images immediately of any unauthorized use of any User account or other breach of security; (c) accept all responsibility for any and all activities that occur under each User account; and (d) accept all risks of unauthorized access to the User accounts by individuals acting or purportedly acting on Licensee’s behalf.

5. Credit and Intellectual Property.

5.1 Copyright. No ownership or copyright in any Licensed Material shall pass to Licensee by the issuance of the license contained in this Agreement. Except as expressly stated in this Agreement, Getty Images grants Licensee no right or license, express or implied, to the Licensed Material.

5.2 Trademarks. In connection with the use of "RoyaltyFreeMusic.com" or any other of Getty Images’ or its partners’ trade names, trademarks, logos or service marks, including the names of all Licensed Material collections ("Marks"), Licensee acknowledges and agrees that (i) such Marks are and shall remain the sole property of Getty Images or its partners; (ii) except as expressly required in order to satisfy credit obligations under this Agreement, nothing shall confer upon Licensee any right of use in or to the Marks; and (iii) Licensee shall not now or in the future contest the validity of Getty Images’ Marks.

5.3  Audio/Visual Production Credit. If Licensed Material is used in an audio/visual production where credits are accorded to other providers of licensed material, credit shall be accorded, where technically feasible, in equal size and comparable placement to such other credit(s), substantially in the form "Music supplied by Getty Images".

5.4 Notice of Violations. Licensee will immediately notify Getty Images if it becomes aware or suspects that any third party that has gained access to the Licensed Material through Licensee is wrongfully using the Licensed Material, in whole or in part, or is violating any of Getty Images’ intellectual property rights, including, but not limited to, Marks and copyrights.

5.5 No Removal of Notices. Licensee shall not remove any copyright, trademark, watermark, or other legal notice from any place where it is on or embedded in the Licensed Material.

6. Warranty and Limitation of Liability.

6.1 Getty Images warrants that: (i) the Licensed Material will be free from defects in material and workmanship for thirty (30) days from delivery (Licensee's sole and exclusive remedy for a breach of this warranty being the replacement of the Licensed Material); (ii) it has all necessary rights and authority to enter into and perform this Agreement; and (iii) Licensee's use of the Licensed Material in accordance with this Agreement and in the form delivered by Getty Images (i.e., excluding any modifications made by Licensee), will not infringe on any copyright, moral right, trademark or other intellectual property right and will not violate any right of privacy or right of publicity; provided, however, that Licensee shall be responsible for any payments required in jurisdictions outside of the United Sates per Section 2.6 above, as well as payment of any amounts that may be due, and compliance with any other terms of, any applicable collective bargaining agreement(s) or other agreements entered into by Licensee as a result of its use of the Licensed Material.

6.2 GETTY IMAGES DOES NOT MAKE ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE LICENSED MATERIAL OR ITS DELIVERY SYSTEMS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. GETTY IMAGES SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT, EVEN IF GETTY IMAGES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR CERTAIN CATEGORIES OF DAMAGES. WITHOUT LIMITING ANY OTHER TERM HEREIN, GETTY IMAGES SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS OR LOSSES ARISING AS A RESULT OF MODIFICATIONS MADE TO THE LICENSED MATERIAL BY LICENSEE OR THE CONTEXT IN WHICH LICENSED MATERIAL IS USED IN A LICENSEE WORK.

6.3 All websites of Getty Images and its divisions and subsidiary companies as well as electronically-delivered Getty Images products will be provided by Getty Images on an "as is" and "as available" basis. Licensee acknowledges that websites and products may be subject to temporary shutdowns from time to time for maintenance or due to causes beyond Getty Images’ reasonable control and that Getty Images shall not have any liability to Licensee by reason of such shutdowns. Under no circumstances shall Getty Images or any party involved in creating, producing, or distributing such websites or products be liable for any damages whatsoever resulting from Licensee’s use or inability to use the same, including, but not limited to, the results from mistakes, omissions, interruptions, deletion of files or electronic mail, errors, defects, viruses, delays in operation or transmission, or any failure of performance, whether or not resulting from acts of god, communications failure, theft, destruction, or unauthorized access thereto.

7. Indemnification.

7.1 Licensee shall defend, indemnify and hold harmless Getty Images and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees from all damages, liabilities and expenses (including reasonable outside attorneys' fees), arising out of or as a result of claims by third parties relating to Licensee's use of any Licensed Material outside the scope of this Agreement or any other actual or alleged breach by Licensee of this Agreement.

7.2 Provided Licensed Material is used only in accordance with this Agreement and Licensee is not otherwise in breach of this Agreement or any payment obligations to Getty Images, and as Licensee's sole and exclusive remedy for any breach of the representations and warranties set forth in Section 6.1(ii) and (iii) above, Getty Images shall, subject to the terms of Section 6.2 above, defend, indemnify and hold harmless Licensee and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees from damages, liabilities and expenses (including reasonable outside attorney's fees), arising out of or connected with any actual lawsuit or legal proceeding alleging that Getty Images is in breach of its warranties set forth in Section 6.1(ii) and (iii) above. The total maximum aggregate liability of Getty Images under this Agreement and any other agreement with Getty Images pursuant to which Licensee has licensed the same content (regardless of the file size, or the use or exploitation of any or all of the content in any manner whatsoever), and the obligation of Getty Images under this Section, shall be limited to an aggregate of ten thousand ($10,000) US dollars per item of Licensed Material. For greater clarity, Getty Images’ liability to Licensee in respect of the content shall not exceed ten thousand ($10,000) US dollars per item of Licensed Material regardless of the number of times that Licensee has licensed the same content from Getty Images. The foregoing states Getty Images’ entire indemnification obligation under this Agreement.

7.3 The party seeking indemnification pursuant to this Section 7 shall promptly notify the other party of such claim. At indemnifying party's option, indemnifying party may assume the handling, settlement or defense of any claim or litigation, in which event indemnified party shall cooperate in the defense of any such claim or litigation as may be reasonably requested by indemnifying party. Indemnified party shall have the right to participate in such litigation, at its expense, through counsel selected by indemnified party. Indemnifying party will not be liable for legal fees and other costs incurred prior to the other party giving notice of the claim for which indemnity is sought, and Getty Images shall not be liable for any losses arising from Licensee’s failure to discontinue use pursuant to Section 12.3 below.

8. Condition of Licensed Material. Licensee should examine all Licensed Material for possible defects (whether digital or otherwise) before sending any Licensed Material for Reproduction. Without prejudice to Section 6.1(i) above, Getty Images shall not be liable for any loss or damage suffered by Licensee or any third party, whether directly or indirectly, arising from any alleged or actual defect in any Licensed Material or its caption or in any way from its Reproduction.

9. Electronic Invoicing; Interest on Overdue Invoices. Licensee and Purchaser agree to receive invoices from Getty Images electronically via the email address associated with Licensee’s and/or Purchaser’s Getty Images account.  If Licensee fails to pay the Invoice in full within the time specified in the Invoice, Getty Images may add a service charge of one-and-one-half percent (1.5%) per month, or such lesser amount as is allowed by law, on any unpaid balance until payment is received.

10. Unauthorized Use and Termination. Any use of Licensed Material in a manner not expressly authorized by this Agreement (including, without limitation, access to the Getty Images subscription and use of Licensed Material by more than one (1) User without purchase of additional seat licenses) constitutes copyright infringement, entitling Getty Images to exercise all rights and remedies available to it under copyright laws around the world. Licensee shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party. In addition and without prejudice to Getty Images’ other remedies under this Agreement, Getty Images reserves the right to charge and Licensee agrees to pay a fee equal to five (5) times Getty Images’ standard license or seat fee for the unauthorized use of the Licensed Material. Getty Images may charge Licensee and Licensee agrees to pay the single-track list price for each item of Licensed Material that Licensee obtains through unauthorized or abusive use of its Getty Images subscription, including, without limitation, Licensed Material obtained through unauthorized sharing of usernames and passwords, unauthorized sharing of Licensed Material or failure to obtain the necessary number of seat licenses.  Getty Images reserves the right to terminate this Agreement in the event Licensee: (i) enters the Agreement after having received notice of unauthorized use from Getty Images relating to Licensed Material; (ii) fails to pay the License Fee in full within the time specified in the Invoice; or (iii) otherwise breaches the terms of this Agreement. Upon termination, Licensee must immediately (I) stop using any Licensed Material; and (II) destroy or, upon the request of Getty Images, return to Getty Images the Licensed Material and, in the case of termination by Getty Images for cause, the Licensee Work in the possession or control of Licensee.

11. License Cancellation. If Licensee requests in writing to cancel a subscription within seven (7) days of the date of purchase and provided that Licensee has downloaded no more than five (5) items of Licensed Material and has made no use of any Licensed Material since the date of purchase, then Getty Images shall cancel the applicable subscription and issue a 100% credit to Licensee’s account or credit card. In the event of such cancellation, the Grant of Rights under Section 2 shall be revoked, and Licensee shall immediately delete and/or remove the Licensed Material from its premises, computer systems and storage (electronic or physical). Any use of Licensed Material acquired pursuant to a subscription that has been cancelled shall constitute unauthorized use and shall be subject to the terms set forth in Section 10.

12. Miscellaneous Terms.

12.1 Audit/Certificate of Compliance. Upon reasonable notice, Licensee shall provide sample copies of Reproductions containing any Licensed Material to Getty Images. In addition, upon reasonable notice, Getty Images may, at its discretion, either through its own employees or through a third party, audit Licensee's records directly related to this Agreement and use of Licensed Material in order to verify compliance with the terms of this Agreement. If any such audit reveals an underpayment by Licensee to Getty Images of five percent (5%) or more of the amount Licensee should have paid for the time period that is the subject of the audit, in addition to paying Getty Images the amount of such underpayment, Licensee shall also reimburse Getty Images for the costs of conducting such audit. Where Getty Images reasonably believes that Licensed Material is being used by more than the authorized number of Users, or that Licensed Material is being used outside of the scope of the license granted under this Agreement, Licensee shall, at Getty Images’ request, provide a certificate of compliance signed by an officer of Licensee, in a form to be approved by Getty Images.

12.2 Electronic Storage. For all Licensed Material that is delivered to Licensee in electronic form, Licensee must retain the copyright symbol, the name of Getty Images, the Licensed Material's identification number and any other information as may be embedded in the electronic file containing the original Licensed Material. Licensee shall maintain a robust firewall to safeguard against unauthorized third-party access to the Licensed Material.

12.3 Withdrawal. Getty Images makes no representations or warranties that all Licensed Material and/or Licensed Material collections will be available for use during the Agreement Term. Getty Images may discontinue licensing certain Licensed Material and/or Licensed Material collections in its sole discretion. Upon notice from Getty Images, or upon Licensee's knowledge, that any Licensed Material may be subject to a claim of infringement of another’s right for which Getty Images may be liable, Getty Images may require Licensee to immediately and at its own expense (i) stop using the Licensed Material; (ii) delete or remove the Licensed Material from its premises, computer systems and storage (electronic or physical); and (iii) ensure that its clients do likewise. Getty Images shall provide Licensee with comparable Licensed Material (which comparability will be determined by Getty Images in its reasonable commercial judgment) free of charge, but subject to the other terms and conditions of this Agreement.

12.4 Governing Law. This Agreement will be governed in all respects by the laws of the State of New York, U.S.A., without reference to its laws relating to conflicts of law. Any disputes arising from this Agreement or its enforceability shall be finally settled by binding arbitration by a single arbitrator selected using the rules and procedures for arbitrator selection under the Commercial Rules of the American Arbitration Association ("AAA") or of the International Chamber of Commerce ("ICC") (the applicable rules to be at Licensee’s discretion) to be held in one of the following jurisdictions (whichever is closest to Licensee): Seattle, Washington; New York, New York; Los Angeles, California; London, England; Paris, France; Frankfurt, Germany; Tokyo, Japan; or Singapore. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. The prevailing party shall be entitled to recover its reasonable legal costs relating to that aspect of its claim or defense on which it prevails, and any opposing costs awards shall be offset. Notwithstanding the foregoing, Getty Images shall have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against Licensee in the event that, in the opinion of Getty Images, such action is necessary or desirable.

12.5 Severability. If one or more of the provisions contained in the Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. Such provisions shall be revised only to the extent necessary to make them enforceable.

12.6 Waiver. No action of either party, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of either party in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies, and a single or partial exercise by either party of any such rights or remedies will not preclude other or further exercise of that right or remedy. A waiver of a right or remedy on any one occasion will not be construed as a bar to or waiver of rights or remedies on any other occasion.

12.7 Entire Agreement. This Agreement is intended for business customers of Getty Images and contains all the terms of the license agreement. No terms or conditions may be added or deleted unless made in writing and either signed by an authorized representative of Getty Images or issued electronically by Getty Images and signed by an authorized representative of Licensee. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order sent by Licensee, the terms of this Agreement shall govern.

12.8 Taxes. All License Fees are exclusive of any applicable sales, use, withholding or other transactional taxes, which are the sole responsibility of Licensee or Purchaser (if any).

12.9 Licensing Company. The licensing entity under this Agreement shall be determined by the billing address of the Licensee or, if any, Purchaser, as follows: