Award Winning Music License Agreement 

ROYALTY FREE MUSIC LICENSE AGREEMENT 

THIS IS A LEGAL AGREEMENT BETWEEN YOU, YOUR COMPANY, YOUR EMPLOYER AND/OR YOUR CLIENT (in the case you are an agent acting for a single client), AS THE CASE MAY BE (COLLECTIVELY "YOU), AND JUPITERIMAGES CORPORATION. "JUPITERIMAGES" WHEN USED HEREIN SHALL MEAN JUPITERIMAGES CORPORATION, OR ITS WHOLLY OWNED SUBSIDIARIES, AFFILIATES AND DISTRIBUTORS, AS THE CASE MAY BE. THIS LICENSE AGREEMENT APPLIES, WITHOUT LIMITATION, TO THE WEBSITES CURRENTLY LOCATED AT JUPITERTUNES.COM, BBM.NET, ROYALTYFREEMUSIC.COM, CRANKCITYMUSIC.COM AND ANY INTERNATIONAL OR OTHER VERSIONS OF THE FOREGOING, FUTURE JUPITERIMAGES WEBSITES AND/OR ANY CONTENT DELIVERED VIA ANY STORAGE MEDIA. 

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS. YOUR ACCEPTANCE OF THESE TERMS IS AN ABSOLUTE CONDITION TO YOUR ACCESS TO AND USE OF ANY CONTENT. DOWNLOADING AND/OR USING ANY CONTENT FROM JUPITERIMAGES CONFIRMS YOUR ACCEPTANCE OF THESE TERMS AND FORMS A LEGAL CONTRACT BETWEEN YOU AND JUPITERIMAGES. JUPITERIMAGES reserves the right to change any of the terms of this Agreement at any time, and you agree to be bound by such changes. If you do not agree to the following terms, as may be amended, do not download or use any Content. 

1. LICENSE 

A. Definitions: 

"Content" shall mean music, sounds, and sounds effects regardless of whether the Content is obtained via download from any JUPITERIMAGES Web site, delivered via any Storage Media that is now known or may become known in the future, or obtained from a JUPITERIMAGES’ authorized distributor, together with all accompanying material. 

"Storage Media" shall mean CD-ROM, digital video disc (DVD), floppy disk, or any other storage device or media now known, or hereafter created. 

"User" shall mean the individual, legal entity or agent entering into this license agreement or any employee or contractor of such individual, legal entity or agent that edits, manipulates or modifies the Content or are otherwise directly involved in the creative process. All Users shall only use the Content in accordance with the terms of this Agreement. 

"You" shall mean a single: (i) individual, (ii) legal entity (corporation, partnership, LLC, sole proprietorship, etc.), or (iii) agent acting on behalf of a single individual or entity. 

B. Copyright: 

The Content is copyrighted and protected under the various laws of the United States, International treaties and other applicable laws. The Content shall remain the sole and exclusive property of JUPITERIMAGES, or its licensors. Use of the Content is licensed, not sold, pursuant to the terms of this License Agreement. Use of the Content without agreeing to this License Agreement, or a breach of these License Agreement terms, is copyright infringement. 

C. Grant: 

(I) Paid License. JUPITERIMAGES grants you a perpetual, non-exclusive, non-transferable, one (1) User license to use the Content only as provided in this License Agreement. Licenses for multiple-site use and mass-market distribution are sold separately. See Section 1F for special terms related to subscription purchases. 

D. PERMITTED USES. You MAY, subject to Section 1(E) below, use the Content: 

(I) For media projects including, but not limited to: internet usage and synchronization, video productions, audio productions, film productions, video, audio, or internet broadcast, multi-media presentations, music within software packages, live performance. (II) Multiple physical locations uses including, but not limited to: in-store/in-office background music and telephone on-hold, in up to five (5) locations. (III) Distributed units (including CD, DVD, software, and downloads) up to five thousand (5,000) units of that project. (IV) For any other uses approved in writing by JUPITERIMAGES. 

E. PROHIBITED USES: You may NOT: 

(I) Use in more than five (5) physical locations without written permission. (II) Distribute more than five thousand (5,000) units of the Content without written permission. (III) Broadcast the Content (including but not limited to: in theaters with paying audiences [film festivals are exempt], on broadcast on television networks [including national, pay-per-view, cable, and local network. local cable access broadcast is exempt], or via satellite) without filling out licensing agency (ASCAP and/or BMI) cue sheets. (IV) Transfer or resell the Content for "on hold" use without written permission. (V) Sublicense, distribute, transfer, or assign the Content or rights to the Content. (VI) Alter the fundamental character of the Content, use the title or subtitle of the Content as the title of a project. (VII) Copy or reproduce the Content, except as specifically provided for in Section 1(D). (VIII) Use the Content, including titles or subtitles, or any other part of the Content, as part of a trademark, service mark, or logo. JUPITERIMAGES or its licensors retain the full rights to the Content, and therefore you cannot establish your own rights. (IX) Use the Content to compete with JUPITERIMAGES. JUPITERIMAGES is in the business of licensing music and sounds to its customers. It is the specific intent of this provision to prohibit you from using the Content to enter, either directly or indirectly, a similar or competing business. 

For requests to use the Content for any of the above prohibited uses please contact: info.com. F. SUBSCRIPTIONS: 

If you are purchasing a subscription plan to RoyaltyFreeMusic.com, the following also applies and is added to the Agreement as follows: 

(I) You will hold all passwords for any subscription in the strictest of confidence. You may not share or disclose any password to any other user or third party other than as specifically provided for herein. 

(II) This License Agreement, and your right to use the Content(s) shall immediately, and automatically, terminate upon the termination of the term of your subscription provided, however, that after your subscription term you may continue to use any Content(s) incorporated into a product or service during the subscription term in the same product or service in accordance with the terms of this Agreement. 

If you breach any provision of this section, we 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. 

(III) The following is added to Section 1(E): (X) Stockpile, download, or otherwise store Sounds not used during the subscription term for products or services not active or in development at time of purchase. (XI) Download more than ninety (90) music tracks or three hundred (300) sound effects in a calendar month." G. Additional Terms 

(I) JUPITERIMAGES reserves the right to (i) not permit use of any Content for any reason whatsoever; and (ii) notify you that certain Content is no longer available for use. Upon such notification, the license to use such Content shall automatically and immediately terminate. (II) All other rights not expressly granted to you are reserved solely for JUPITERIMAGES. (III) JUPITERIMAGES reserves the right to replace Content with alternative Content for any reason. Upon notice of such replacement, the license for the replaced Content immediately, and automatically, terminates for any use of the Content that does not already exist, and this License Agreement shall automatically apply to any replacement Content. You agree not to use any replaced Content with future products or services and you shall take all reasonable steps to discontinue use of the replaced Content in existing products or services. 

2. PAYMENT TERMS You agree to pay all Content license fees and no rights are granted under this Agreement until all payments are made in full. A service charge of two percent (2%) per month, or the amount allowed by law, will be charged on any unpaid balance. Any claims for adjustments must be made to JUPITERIMAGES within five (5) days of billing. You shall be liable for all past due amounts, interest and costs of collection, including attorneys’ fees. Refunds are governed by the terms of the individual service used. Please see Section 11 below for terms applicable to refunds in the event of cancellation. 

3. TERMINATION A. This License Agreement is effective until it is terminated. (I) This License Agreement will terminate automatically, without notice from JUPITERIMAGES, if you fail to comply with any provision of this License Agreement. (II) You can terminate this Agreement by destroying the Content, along with any copies or archives, any CD-ROM or accompanying materials (if applicable), and ceasing all use of the Content for any purpose. Such termination may not effect payment obligations. 

B. JUPITERIMAGES may, in its sole discretion: (i) monitor, as frequently as JUPITERIMAGES determines, anything you download from our Web sites, (ii) limit downloads to a fixed amount of downloads per 24 hour period so as to insure the best possible service to all subscribers to our Web sites, (iii) track any abuse of your username and password, (iv) suspend or terminate your account, without notice, if JUPITERIMAGES believes there is a violation of this Agreement and/or any abuse of your username and password. 

C. Upon termination of this Agreement, you agree to (i) destroy all copies and archives of the Content, (ii) cease using the Content for any purpose, and (iii) confirm to JUPITERIMAGES in writing that you have complied with these requirements. 

4. WARRANTY AND LIMITATION OF LIABILITY A. JUPITERIMAGES represent and warrants that: (I) it has the right to enter into this Agreement and to grant the rights hereunder; (II) the Content or other Storage Media (if applicable) will be free from defects in materials and workmanship under normal use for a period of 30 days from the date of license; and (III) the Content as provided hereunder, and used as permitted herein, will not infringe any intellectual property right of any third party. 

B. EXCEPT AS PROVIDED ABOVE, THE CONTENT, STORAGE MEDIA AND ACCOMPANYING MATERIALS (IF APPLICABLE) ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. JUPITERIMAGES DOES NOT WARRANT THAT THE CONTENT, WEB SITES OR OTHER MATERIALS, WILL MEET YOUR REQUIREMENTS OR THAT USE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY, PERFORMANCE AND USE OF THE CONTENT IS SOLELY WITH YOU. YOU UNDERSTAND THAT YOU SHOULD SEEK COMPETENT COUNSEL BEFORE USING CONTENT ON OR IN CONNECTION WITH ANY GOODS OR SERVICES OR FOR ANY OTHER COMMERCIAL PURPOSES. JUPITERIMAGES SHALL NOT BE LIABLE TO YOU OR TO ANY OTHER ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF YOUR USE OF THECONTENT, JUPITERIMAGES’ BREACH OF THIS AGREEMENT OR OTHERWISE, EVEN IF JUPITERIMAGES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. IN NO EVENT, SHALL JUPITERIMAGES’ TOTAL AGGREGATE LIABILITY TO YOU, OR TO ANY THIRD PARTY CLAIMING THROUGH YOU, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE CONTENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED THE MONETARY AMOUNT ACTUALLY RECEIVED BY JUPITERIMAGES FOR YOUR USE OF THE APPLICABLE CONTENT. 

C. You represent, warrant and covenant that: (I) You are at least eighteen years of age and have the full right and authority to enter into this License on behalf of you and/or your company, employer or principal; (II) You do not reside in any country to which export of US products are prohibited or restricted and you may not ship, transfer or export any of the Content into any country or use any of the Content in any manner prohibited by any laws, restrictions or regulations; (III) You will not use the Content in any way that is not permitted by this License; (IV) Your use of the Content will not violate any applicable law or regulation of any country, state, or other governmental entity; (V) The information that you provide to JUPITERIMAGES is accurate and true, including, without limitation, all credit card or other payment information and you shall update such information as necessary; and (VI) You are solely responsible for determining whether your use of any Content requires the consent of any other party or the license of any additional rights. If you are unsure whether additional rights are needed for your use of the Content, you are responsible for consulting with competent legal counsel (VII) If you are acting as an agent, you must obtain agreement from your client/principal of the terms of this License. 

5. LIMITATION OF REMEDIES A. Replacement or Refund: JUPITERIMAGES’ entire liability and your exclusive remedy, with respect to any claims arising out of this Agreement, except as set out in Section 6 below, shall be at JUPITERIMAGES’ sole discretion, either: (i) replacement of Content; or (ii) refund of any fee paid for the specific Content. Any claims must be brought within twelve (12) months of the date that you discovered such claim, or reasonably should have discovered such claim, or shall be waived. See Section 11 for other refund terms that may apply. 

6. INDEMNIFICATION You agree to indemnify and hold JUPITERIMAGES, its affiliates, parents, subsidiaries, employees, directors, officers, successors, assigns, distributors and anyone else associated with JUPITERIMAGES, harmless from, and against, any and all claims, liabilities, costs, damages, or expenses, (including attorneys’ fees) asserted against JUPITERIMAGES arising out of your use of the Content or in connection with any breach of any of the terms of this Agreement. Provided that the Content is used only in accordance with this Agreement and you are not otherwise in breach of this Agreement, JUPITERIMAGES shall defend, indemnify and hold you harmless from all damages (excluding punitive damages), liabilities and expenses (including reasonable attorney’s fees and authorized costs), arising out of or in connection with any actual or threatened lawsuit, legal proceeding or claim alleging that JUPITERIMAGES is in breach of its warranties set out in Section 4 above. The foregoing states JUPITERIMAGES’ entire indemnification obligation under this Agreement and your sole and exclusive remedy for any actual breach of JUPITERIMAGES’ representations and warranties set forth herein. JUPITERIMAGES shall have no obligation under this Section 6 unless you promptly provide JUPITERIMAGES with written notice of such claim. At the indemnifying party’s option, the indemnifying party may assume the handling, settlement or defense of any claim or litigation and the indemnified party shall reasonably cooperate in the defense thereof. The indemnified party shall have the right to participate in the litigation, at its own expense, through counsel selected by the indemnified party. The indemnifying party will not be liable for legal fees or other costs incurred prior to the indemnified party giving notice of the claim for which indemnity is sought. 

7. GENERAL A. Enforceability: If any provision of this Agreement is held to be not enforceable, such provision shall be reformed only to the extent to make it enforceable, consistent with the parties’ intent. 

B. Taxes and other: You agree to pay and be solely responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of the license granted to you, or your use of the Content, pursuant to this Agreement. 

C. Waiver. No action of JUPITERIMAGES, other than an express written, signed waiver may be construed as a waiver of any part of this Agreement, and no employee of JUPITERIMAGES is authorized to make an oral waiver. In the event that JUPITERIMAGES waives a specific part of the Agreement, it does not mean that JUPITERIMAGES waives any other part. 

8. JURISDICTION This Agreement, its validity and effect, shall be solely interpreted, and governed by, the laws of the State of Connecticut, United States. Any claims shall be brought solely in the Federal District Court of the District of Connecticut and you expressly consent to the exclusive jurisdiction of the federal courts of the State of Connecticut, United States. You consent to the service of any required notice or process upon you by registered mail or overnight courier with proof of delivery. 

9. LEGAL FEES You agree to reimburse JUPITERIMAGES for its legal fees, costs and disbursements if JUPITERIMAGES is successful in enforcing any of its rights under this Agreement including, without limitation, in connection with any action to collect payment. 

10. ASSIGNABILITY You may not assign or transfer to anyone else the rights granted to you in this Agreement, without our prior written consent. JUPITERIMAGES may assign or transfer this Agreement freely. 

12. ENTIRE CONTRACT YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND JUPITERIMAGES, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND JUPITERIMAGES RELATING TO THE SUBJECT OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY PURCHASE ORDER TERMS (EVEN IF SUCH TERMS ARE SUBSEQUENT TO THE DATE OF THIS AGREEMENT). FAQ'S, OTHER EXPLANATIONS, AND TEXT IN JUPITERIMAGES’ WEB SITES ARE FOR YOUR INFORMATION ONLY AND ARE NOT, AND SHALL NOT BE CONSTRUED AS, PART OF THIS AGREEMENT UNLESS SPECIFIED OTHERWISE IN THIS AGREEMENT. 

 February 9, 2007