Licensing Agreement

2.         GRANT OF LICENSE:  Subject to the restrictions set forth herein, your acceptance of this Agreement and payment of the License Fee grants you a non-exclusive, non-transferable, single (i.e. one (1) individual user) license to use the Licensed Work an unlimited number of times throughout the world in perpetuity for the uses permitted by this Agreement.  You shall not have the right to assign, license, sub-license, resell or transfer in any way the rights granted to you under this Agreement; provided, however, that you shall have the right to assign and/or license the rights to any production, voice-over recording or other work in which you incorporate the Licensed Work to any person or entity (provided that you do not separately assign or license the rights to the Licensed Work).   You shall not have the right to use the Licensed Work in any manner or for any purpose not expressly granted to you herein.

3.         UNAUTHORIZED USES: The license granted to you hereunder does not permit you to make any of the following uses of any Licensed Work:

a.  in any motion picture or advertising (including theatrical motion pictures, direct-to-video films, corporate presentation videos, television commercials, web advertising or any other audiovisual production) with a production budget exceeding $250,000, except that use in television programs of any budget is permitted;

b.  within any other musical composition (as a sample or otherwise); or

c.   sale or distribution of the Licensed Work in an audio-only format (for example, sale or distribution of the Licensed Work in a CD or via downloading or streaming, whether by itself or as part of any album). However, you may use the Licensed Work as (A) telephone “hold” music, (B) as a background “bed” under a voice-over recording or live performance which may be spoken, non-singing and non-rapping (for example, meditation CDs and audio books) and (C) as background music in a retail store, hotel or other commercial establishment.

4.         RE-RECORDING/SAMPLING/FORMAT RESTRICTIONS:

a.         Re-Recording:  You may not re-record the Licensed Work.

b.         Sampling, Etc.:  You may not use samples or edits of the Licensed Work within any other musical composition nor can you add a singer, rapper or additional music to the Licensed Work.

c.         Format:  You may not use or exploit the Licensed Work in or through any (A) product that enables an end-user to create his/her own soundtrack using the Licensed Work, (B) template-based system that resells any products including the Licensed Work, or (C) “create-it-yourself” media tool or subscription service of any type.

5.         CREDITS: Company recognizes that credits may not always be included in your usage under this Agreement. If credits do or should customarily appear on your authorized usage of the Licensed Work, credit must be accorded to the composer of the Licensed Work and to Company substantially as follows: “Song Name” written by “Composer Name,” courtesy of Royalty Free Kings.  You shall not have the right to use the likeness or biography of the composer of the Licensed Work without Company’s prior written approval.  You shall not use Company’s name, the name “Royalty Free Kings”, or the name of the composer of the Licensed Work except in such credit as expressly permitted (and required) under this paragraph.

6.         DELIVERY:  The Licensed Work shall be accessible to you via downloading from the Website.

7.         NON-EXCLUSIVE LICENSE:  All rights granted hereunder are granted on a non-exclusive basis, and Company shall have the right to grant similar or dissimilar licenses for the uses of the Licensed Works to third parties in Company’s sole and absolute discretion, without restrictions of any kind.  All rights not expressly granted herein (including, without limitation, all rights of copyright in the Licensed Work) are reserved by Company and/or the respective owner(s) of the Licensed Work.  Any unauthorized use of any Licensed Work shall be deemed a material breach of this Agreement and shall give Company the right to terminate this Agreement in accordance with Paragraph 8 below.

8.         TERMINATION: Without prejudice to any of Company’s rights or remedies, Company may terminate this Agreement if you fail to comply with the terms and conditions found within this Agreement.  Without limiting the foregoing, if such an event occurs, you must destroy all of your copies of the Licensed Work and remove the Licensed Work from all works  to which you added the Licensed Work.

9.         THIRD-PARTY CLAIMS:  If a third-party claim is made against Company in connection with any Licensed Work, including, without limitation, a dispute with regard to ownership or other rights to the Licensed Work, Company shall have the right, upon notice to you, to request that you cease all uses of the Licensed Work.  Upon receipt of such notice, you agree to promptly remove the Licensed Work from any websites and to cease all distribution efforts and transmissions of the Licensed Work, except for existing uses of the Licensed Work that you cannot reasonably stop due to contractual obligations between you and an unaffiliated third party.  In the event Company requires you to cease uses of the Licensed Work pursuant to this paragraph, Company, shall, as elected by Company in its sole discretion, either refund the License Fee (for the Licensed Work at issue only) or replace the Licensed Work with a comparable piece of music from Company’s Catalog.  The aforementioned refund or replacement of the Licensed Work shall be your sole remedy for Company’s stoppage of use under this paragraph.

10.       REPRESENTATIONS AND WARRANTIES:  Company represents and warrants that it has the right to enter into this Agreement and to grant you all rights specified hereunder.  Company makes no other representations or warranties, express or implied, under this Agreement.

11.       INDEMNIFICATION:  Company agrees to indemnify, defend and hold you and your subsidiaries, parents, affiliates, employees, directors, managers, members and agents harmless against any claims, causes of action, losses, liabilities, damages, costs and expenses (including, without limitation, reasonable outside attorneys’ fees) arising out of or resulting from the breach of any warranty or representation made by Company hereunder.  You agree to indemnify, defend and hold harmless Company and its subsidiaries,  parents, affiliates, employees, directors, managers, members, agents, licensors, successors and assigns from and against any claims, causes of action, losses, liabilities, damages, costs and expenses (including, without limitation, reasonable outside attorneys’ fees) arising out of or resulting from (i) the breach of any warranty, representation, covenant or agreement made by you hereunder, (ii) your uses of the Licensed Works, and/or (iii) any acts or omissions by you.  You may not settle any suit, claim or proceeding without obtaining Company’s prior written consent, which consent shall not be unreasonably withheld.

12.       ASCAP, BMI, ETC.:  You agree to obtain, or require any exhibitor or venue where the Licensed Work is performed hereunder to obtain, a valid public performance license issued by the applicable performing rights organization (e.g., ASCAP, BMI, SESAC) (each, a “Performing Rights Organization”) controlling the performing rights in the Licensed Work.  You shall be responsible for preparing and delivering, directly to the appropriate Performing Rights Organization, all cue sheets evidencing such public performances of the Licensed Work and you agree to send copies of such cue sheets to Company to info@royaltyfreekings.com.  If you have any questions regarding the preparation of cue sheets or other matters involving cue sheets, please contact Company at the aforementioned email address, and Company will endeavor to provide you with answers to those questions. Company shall not be responsible for any payments to any Performing Rights Organization as a result of your use of the Licensed Work under this Agreement.

13.       AUDIT RIGHTS:  If you use the Licensed Work in a motion picture or advertising, then, in order for Company to verify that the production budget of such motion picture or ad does not exceed $250,000, you agree, upon Company’s written request, to provide Company with copies of your books and records showing that the production budget does not exceed $250,000. In connection with such verification, Company shall also have the right to appoint a certified public accountant or certified public accounting firm to audit Company’s books and records relating to such production budget, at Company’s place of business where such books and records are kept, during reasonable business hours and upon reasonable prior notice.  Company agrees to keep the results of such audit confidential except for purposes of enforcing this Agreement.  Company shall bear the costs of any audit Company conducts, unless such audit shows that your use of the Licensed Work was not authorized under this Agreement, in which case you shall reimburse Company for Company’s audit costs in addition to other payments which may become due, including, without limitation, damages for such unauthorized use.

14.       LIABILITY DISCLAIMER:

EXCEPT AS MAY OTHERWISE BE EXPRESSLY PROVIDED HEREIN, (I) COMPANY MAKES NO REPRESENTATIONS ABOUT THE MUSIC, PRODUCTS, SERVICES OR INFORMATION CONTAINED OR OFFERED ON COMPANY’S  WEBSITE, AND ALL SUCH MUSIC, PRODUCTS AND INFORMATION ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND AND COMPANY HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO SUCH INFORMATION, MUSIC, PRODUCTS AND SERVICES, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT.

COMPANY SHALL HAVE NO LIABILITY AND WILL MAKE NO REFUND IN THE EVENT OF ANY DELAY, CANCELLATION, INTERRUPTION, DOWNTIME, STRIKE, FORCE MAJEURE, OR OTHER CAUSES BEYOND OUR DIRECT CONTROL, AND COMPANY HAS NO RESPONSIBILITY FOR ANY ADDITIONAL EXPENSE, OMISSIONS, DELAYS, RE-ROUTING OR ACTS OF ANY GOVERNMENT OR AUTHORITY.

THE INFORMATION ON COMPANY’S WEBSITE (INCLUDING BUT NOT LIMITED TO PRICING) MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. IN PARTICULAR, COMPANY DOES NOT GUARANTEE THE ACCURACY OF, AND DISCLAIMS LIABILITY FOR, INACCURACIES RELATING TO THE INFORMATION AND DESCRIPTION OF THE PRICES, MUSIC, PRODUCTS AND SERVICES DISPLAYED ON THE WEBSITE.  COMPANY RETAINS THE RIGHT TO CORRECT SUCH ERRORS, AND YOU SHALL NOT MAKE ANY CLAIM BASED ON ANY ERRONEOUS INFORMATION ON COMPANY’S WEBSITE.

IN NO EVENT SHALL COMPANY OR ITS PARENTS, SUBSIDIARIES, AFFILIATES, EMPLOYEES, DIRECTORS, MANAGERS, MEMBERS, AGENTS, LICENSORS, SUCCESSORS OR ASSIGNS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, THE USE OF THE WEBSITE OR WITH THE DELAY OR INABILITY TO USE THE WEBSITE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF COMPANY (OR ANY OF ITS PARENTS, SUBSIDIARIES, AFFILIATES, EMPLOYEES, DIRECTORS, MANAGERS, MEMBERS, AGENTS, SUCCESSORS OR ASSIGNS) HAS  BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. FURTHERMORE, IN NO EVENT SHALL COMPANY OR ITS PARENTS, SUBSIDIARIES, AFFILIATES, EMPLOYEES, DIRECTORS, MANAGERS, MEMBERS, AGENTS, LICENSORS, SUCCESSORS OR ASSIGNS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR IN ANY WAY CONNECTED WITH ANY MUSIC, PRODUCTS OR SERVICES OBTAINED THROUGH THE WEBSITE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF COMPANY (OR ANY OF ITS PARENTS, SUBSIDIARIES, AFFILIATES, EMPLOYEES, DIRECTORS, MANAGERS, MEMBERS, AGENTS, LICENSORS, SUCCESSORS OR ASSIGNS) HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.  BECAUSE SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

15.       ASSIGNMENT: Company has the right to assign this Agreement in whole or in part to any assignee. Except as expressly provided in Paragraph 2 above, you shall not have the right to assign, license, sub-license, resell or transfer in any way this Agreement or any of your rights hereunder, and any purported assignment shall be null and void ab initio.  Subject to the foregoing restrictions, this Agreement shall inure to the benefit of, and be binding upon, the parties’ successors and assigns.

16.       MISCELLANEOUS:

            a.         System Compatibility: Company cannot and does not guarantee that the Website or the format of the Licensed Work is compatible with all PC, Macintosh, Linux, Unix or other operating systems, devices or media now known or hereafter devised.  Accordingly, Company does not guarantee that you will be able to download the Licensed Works on all operating systems.

            b.         Force Majeure: Company shall not be liable for any loss, delay or inconvenience caused by circumstances beyond Company’s control including, without limitation, Act of God, fire, strike, riot, terrorist activity, emergency, changes in law or regulations, trade embargo or other occurrence or event.

            c.         Currency:  All dollar amounts set forth herein are in U.S. Dollars.

            d.         Notices: All notices to you shall be deemed effective and received by you when transmitted to you via email to the email address you provide to Company via the Website at the time you enter into this Agreement. All notices to Company shall be deemed effective and received by Company when transmitted to Company via email at info@royaltyfreekings.com.  Either party may change its email address by giving notice to the other party via email.

e          No Joint Venture or Partnership:  The parties are independent contractors with respect to each other.  Nothing contained herein shall be deemed to create a partnership or joint venture between the parties.

f.          Headings:  The section headings used herein are for convenience only and shall not be given any legal import.

            g.         Severability:   In the event that one or more of the provisions contained in this Agreement shall, for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision, and the provision or provisions of this Agreement affected shall be curtailed, limited or eliminated to the minimum extent necessary, and as so modified, this Agreement shall continue in full force and effect.

h.         Terms of Use:  The use of the Website is further subject to the terms of use found on the Website (the “Terms of Use”). The Terms of Use are hereby incorporated herein by reference. Please read the Terms of Use. By agreeing to this Agreement, you are also agreeing to the Terms of Use.  In the event of any conflict between the terms set forth in this Agreement and the Terms of Use, the terms set forth in this Agreement shall control.

i.          Use of Electronic Records/Security:   By ordering through the Website, you agree to Company’s use of electronic records to evidence this Agreement.  You hereby waive any objection you may have to our use of electronic records in court should it be necessary for us to enforce the terms of this Agreement. The Website will have certain security measures in place for purposes of protecting your personal information. However, Company makes no guarantee of confidentiality or privacy of any communication or information transmitted through the Website.  Company will not be liable for the privacy of e-mail addresses, registration and identification information, communications, confidential or trade-secret information, or any other content stored on Company’s equipment, transmitted over networks accessed by Company, or otherwise connected with your use of Company’s services.

            j.          Governing Law/Venue:   This Agreement shall be construed and governed under the laws of the State of California, without reference to conflicts of law principles. The parties hereby agree that any and all claims or actions that might arise in any way in connection with or out of this Agreement, your use of the Website or your use of the Licensed Work, products or services and/or any transaction you may have with Company shall be brought only in the courts of the State of California, or the United States District Court for the Central District of California located in the County of Los Angeles, and the parties hereby expressly waive any objection they would otherwise have to venue or jurisdiction in said courts.

k.         Modification of Catalog and Agreement:  Company reserves the right to make changes to the Catalog at any time without notice (including but not limited to changing or deleting music and prices).  Company also reserves the right to modify this Agreement at any time without notice.  However, once you have purchased a license to a Licensed Work, the terms of this Agreement applicable to that Licensed Work (as so licensed by you in that particular purchase) will not be changed.

l.          Entire Agreement:  This Agreement expresses the entire understanding of the parties hereto and replaces any and all former agreements, negotiations or understandings, written or oral, relating to the subject matter hereof.