LICENSING TERMS & CONDITIONS SET FORTH
You, referred to as “Licensee” have advised us, Fit Beat Music (“Licensor”) that you wish to obtain certain rights (“License Rights”) to use the master recordings (songs) contained & listed on your invoice for the purposes and upon the terms and conditions set forth herein:
ALL LICENSED MUSIC/SONGS/MIXES PRODUCED AND SUPPLIED BY FIT BEAT MUSIC MUST CONTAIN THE FOLLOWING CREDIT INFORMATION:
INCLUDE IN CREDITS (Video, Print, Web, Social Media):
Additional License Terms As Follows:
1. In consideration of the promotional support and marketing assistance through the credits listed below, and the mutual covenants set forth herein, Licensor hereby grants to Licensee the following License Rights:
(a) The non-exclusive right, license, privilege and authority to fix and record in each country of the Territory, the Compositions (including any segments thereof) in synchronism or in timed-relation with the Production; and
(b) The non-exclusive right, license, privilege and authority to cause and/or authorize the fixing of each of the Compositions (including any segments thereof) displayed, viewed or otherwise accessed online in and as part of the Production including, without limitation, any videos, featurettes, performances, webisodes, streaming media or any other elements or features contained therein or added thereto accessed via Internet, streaming, download, IPTV, Broadband or Online Download, PodCast or any other distribution method as background music bed combined with video only now known or hereafter discovered and
2. Licensee agrees to indemnify, defend, and hold Licensor, his representatives, heirs, executors, attorneys, agents, partners, officers, shareholders, directors, employees, subsidiaries, affiliates, divisions, successors and assigns harmless from and against any and all claims, demands, obligations, costs, losses and liabilities, including reasonable attorney fees incurred by Licensor, his representatives, heirs, executors, attorneys, agents, partners, officers, shareholders, directors, employees, subsidiaries, affiliates, divisions, successors and assigns which arise out of a claim resulting from a breach of this Agreement by Licensee. In the event of any breach of any provision of this agreement by Licensee, Licensor’s sole remedy will be an action at law for damages, if any, and in no event will Licensor be entitled or seek to enjoin, interfere or inhibit the distribution, exhibition or exploitation of the Production.
3. This License is binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. In the event Licensee assigns its rights hereunder, Licensee shall only be released and discharged from any further liability and obligation to Licensor under this agreement if the assignee is at the time a parent, subsidiary or affiliated entity of Licensee, or a corporation or entity with or into which Licensee may merge or consolidate, or a person, firm, entity or corporation succeeding to all or a substantial portion of Licensee’s assets. No failure by Licensee to perform any of its obligations hereunder shall be deemed a breach hereof, unless Licensor has given written notice of such failure to Licensee and Licensee does not cure such non-performance within thirty (30) days after receipt of such notice.
4. This License shall be governed by and subject to Federal law applicable to agreements made and to be wholly performed within governing law.