This License Agreement governs the terms by which you obtain the right to use music tracks, sound effects, loops, musicpacks, soundpacks, composerpacks and all other media content available at Music Cult through the web site located at www.musiccult.com (the "Site"). This is a fairly lengthy document, and it contains many important provisions that affect your rights and obligations.

LEGAL AGREEMENT

This Music Cult Content License Agreement is a legal and binding agreement between you (hereinafter referred to as "You" or "Licensee") and Music Cult (hereinafter referred to as "Music Cult" or "Licensor") which governs your use of all Content made available for license to you by Music Cult at the Site.

Please read the Agreement carefully prior to licensing any Content here. By licensing Content here, you hereby consent to and do become a party to this Agreement and you agree to be bound by and comply with the terms and conditions contained herein. If you do not accept and agree to all of the terms and conditions of this Agreement, please do not license any Content here.

GENERAL TERMS

When Licensee purchases music, sound effects, beats, loops, ringtones, musicpacks, soundpacks, or composerpacks (hereinafter referred to as "Content" or "Licensed Material") at Music Cult, Licensee is actually purchasing a license to use the Content.  Licensee chooses the type of license to purchase as Content is added to Licensee's shopping cart.  The license Licensee purchases provides a varying degree of rights for commercial uses, potentially including, but not limited to, use in television production, feature-length films, radio or audio production, commercials, theatre, multimedia, games, products, toys and all other types of creative and commercial media projects.  Depending on the specific type and scope of license Licensee purchases, the Content can be used in virtually any type of commercial, personal or educational project or production, whether for local, regional, national or international use, and whether broadcast, distributed, performed live or utilized otherwise.

GRANT OF RIGHTS

Subject to the terms of this Agreement, Music Cult grants to Licensee a direct, non-exclusive, non-transferable, non-sublicensable, right, inclusive of the various specific rights as selected by Licensee (per the "Commercial Use Rights" section below) to access the Music Cult web site and use the Content as licensed by Licensee via the Pay-Per-Track option or, for qualified Licensees, via the Free-License option (as more fully described below), for use in the specific media(s) Licensee selects, or all media if Licensee selects an "unlimited license" option, other than those uses prohibited under the Restrictions section 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 Music Cult, Licensee will, without any payment or other consideration, execute a written assignment of any such rights to Music Cult. 

Permitted modifications of the Licensed Material including editing the Content to fit the needs of Licensee's production, including fading in, fading out, cross-fading, adjusting duration, volume, equalization, tempo and pitch.

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.  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 agents of Licensee.

LICENSING MODES

All Content available at Music Cult is licensed, not sold, to Licensee by Music Cult and is available at the Music Cult Site on a Pay-Per-Track basis.  Additionally, all music Content is available for use by qualified Licensees for qualified projects on a Free-License (or Free-Licensing) basis. 

PAY-PER-TRACK LICENSING MODE

All Content available at Music Cult can be licensed on a Pay-Per-Track basis, meaning Licensee can purchase a license for just the individual Tracks (or Packs) that Licensee wishes to license.  For Content purchased in this way, Licensee can purchase either a limited license (also known as a "needledrop license"), or an unlimited license (also known as a "buyout license").  A limited license provides for use of the Content in just the specific media(s) that Licensee chooses, and with various media-specific limitations such as, for example, a limited term, or limited territory, or a limited number of units, etc.  On the other hand, an unlimited license provides for Licensee's use of the Content in all media, in perpetuity, throughout the world and Universe. 

Sound effects and Instrument tracks available at the Site are generally available for purchasing only via an unlimited license, whereas Music tracks are available to purchase under either a limited license or an unlimited license, at Licensee's discretion. There are exceptions for both types of content and ultimately the licensing options available for each specific Content item may be observed by looking at the details for each item directly on the Site.  Specifically, the licensing options available for each Content item on the Site can be seen by whether the price for the Content is variant or flat-fee.

Variant Pricing - Variant pricing is where the price for a license depends on the type of license Licensee wishes to purchase, and how Licensee intends to use the Content.  For Content with � label next to the price, such Content has variant pricing and is generally available with either a limited license or an unlimited license.  The price Licensee pays to license it will vary based on the specific licensing options Licensee selects for the Content as you add it to your shopping cart.  To determine the price, simply add the Content to your shopping cart and configure the desired license parameters. 

Flat-Fee Pricing - For Content without the � sign, such Content is flat-fee priced and is always sold with an unlimited license for your use in all media, in perpetuity, throughout the world and Universe, for the lifetime of the Licensee.

FREE-LICENSING MODE

All music Content available at Music Cult can be used by qualified Licensees for qualified projects on a Free-License (or Free-Licensing) basis, meaning that Licensee pays no up-front license fees in order to utilize the music in your productions.  Free-Licensing is available strictly to clients creating video content for a broadcast debut on any national U.S. TV network or cable broadcast, or for a national theatrical debut followed by broadcast on a national U.S. TV network or cable broadcast, who also meet the following criteria:

Free Broadcast Uses - For clients producing creative or commercial video content which debuts on or debuts within a U.S. broadcast on any national U.S. TV network or cable broadcast, as well as later rebroadcasts of the same within the U.S., wherein the TV network or cable channel holds a current valid ASCAP, BMI and SESAC annual blanket license (hereinafter "Blanket Performance License" as more fully described below). 

Permitted Internet and Foreign Uses - Free-Licensing permits that your video content may also be broadcast on the Internet and/or in TV broadcasts outside the U.S., as long as the programming first debuts on either national U.S. network TV or cable broadcast TV wherein the TV network or cable channel holds a Blanket Performance License from ASCAP/BMI/SESAC. 

Permitted Commercial Uses - Free-Licensing permits that Music Cult's music may also be used in commercial advertising such as in TV commercials, promos, and infomercials as long as the advertising is broadcast initially on any national-scope U.S. network TV or cable broadcast TV wherein the TV network or cable channel holds a Blanket Performance License from ASCAP/BMI/SESAC.  Additionally, the commercial must be aired on U.S. TV prior to any Internet use or any use on TV broadcasts outside the US.  And finally, you must provide a valid ISCI number and media buy schedule for each commercial or infomercial that includes the music.

Blanket Performance Licenses - To qualify for the Free-License option, the U.S. TV network or cable channel(s) broadcasting your programming or production must possess a valid and currently active performing rights blanket license from ASCAP, BMI and SESAC.  A blanket license shall be defined herein in the manner as defined by ASCAP, BMI and SESAC, respectively.  A blanket license from one of these societies provides a broadcaster the right to use the society's entire catalog, and obligates that broadcaster to pay fees and file cue sheets for its programming.  For the purposes of this agreement, blanket licenses shall not include so called "interim" licenses or other conditional or limited licenses. 

Free Theatrical Uses - For clients creating feature-length films for U.S. theatrical release by a major U.S. film studio as generally understood in the industry (i.e. Disney, 20th Century Fox, Universal, Warner Bros, etc) to be followed by broadcast on a national U.S. TV network or cable channel.  If you are unsure whether an individual film studio qualifies as "major", please contact Music Cult via the CONTACT option at the top of the web site to discuss the situation.

Cue Sheets are Required to be Filed - In relation to any Free-License use of music from Music Cult, completed cue sheets (or for commercial programming, commercial data worksheets or similar) must be filed in accordance with the terms and conditions of ASCAP, BMI, and SESAC's license agreement for all Music Cult music used in broadcast programming content.  If ASCAP, BMI, or SESAC's blanket license agreement does not require the filing of cue sheets on a regular basis, cue sheets must be filed on no less than a calendar-quarterly basis. Copies of all music cue sheets containing any Music Cult tracks must also be sent to Music Cult via email (cuesheets@musiccult.com) or uploaded to our web site under your private account in order for you to qualify for the Free-License use of Music Cult's music catalog. Failure to either file the cue sheets or to simultaneously send copies of such cue sheets to Music Cult shall void this agreement.  Such termination shall render your use of Music Cult's music to be an infringing use, actionable under the remedies provided under U.S. copyright law.

Free-Licensing Impermissible Uses - Free-Licensing strictly excludes any and all other uses that do not result in the creation and filing of a cue sheet to ASCAP, BMI or SESAC in relation to the broadcast of your production on U.S. national-scope network or cable TV, either initially when the program debuts, or as a follow-on to a theatrical release.  Specifically, the following uses are excluded and are not eligible for Free-Licensing:

• Local-only TV, regional-only TV, public and community access TV, and closed-circuit TV
  
  
• Any local, regional, national, standard or cable broadcast that does not have an ASCAP/BMI/SESAC blanket license as defined above.
  
  
• Advertising and promo or other similar uses on local-only TV, regional-only TV, public and community access TV and closed-circuit TV
  
  
• Advertising and promo or other similar uses where you are unable to provide both an ISCI code and the media buy schedule for each campaign
  
  
• Radio broadcast uses
  
  
• Television use premiering outside the U.S.
  
  
• Mechanical uses including direct-to-video, DVD, CD, CDR DVDR, downloads or other similar media, including replication, distribution, promotional, or sale, including games and toy uses, non-broadcast multimedia, software applications, books, e-books, and magazines
  
  
• Live events, Broadway uses, live dramatic theatre uses, Powerpoint presentations, trade shows and conventions and other similar live uses
  
  
• On-Hold music, background music for use in a business or facility
  
  
• Internet-uses without a corresponding national-scope U.S. TV broadcast, including but not limited to personal websites, any website used to promote a business, product, service, organization or club, any videos uploaded, posted or otherwise disseminated to a web site, YouTube or other video-sharing site, gaming, shareware, freeware, podcasting, blogs, email, greeting cards and brochures
  
  
• Theatrical-only releases where there will be no national-scope TV broadcast
  
  
• Film festivals and competitions
  
  
• Ring Tones
  
  
• Any use of the music that affects a creative change, addition, modification or other creative alteration for the purposes of the creation of a new copyright or the creation of a derivative work. (Please note that this does not include a restriction on editing Content for inclusion in your production, such as fading, cross-fading, changing EQ, speeding up or slowing down, etc.)
  
  

Excluded Content - Free-Licensing excludes the use of content under the Sound Effects and Instruments part of the Music Cult web site in context of the Free License.  Such content must be licensed on a pay-per-track basis as explained further above.

Grant of License - For clients meeting the above conditions, and upon the execution of this Music Cult - Content License Agreement, Music Cult grants a free blanket license for synchronization and master-use for use of the music catalog available at Music Cult in your qualified commercial and creative productions strictly meeting the above conditions.

CUE SHEET FILING REQUIREMENT

For any Content licensed by you which is utilized in a production that is to be broadcast on radio or TV, you are required to provide a completed cue sheet information to Music Cult and the publishing agent for the Content so that a cue sheet can be filed with ASCAP, BMI or other society in the country (or countries) where the music is to be used. This is true whether such music Content is licensed individually or licensed as part of a MusicPack collection, and is true whether such music Content is licensed via our Pay-Per-Track licensing or via our Free-Licensing.

For creative long-tail video formats such as feature-length films, TV shows, documentaries or similar, you agree to provide a fully completed cue sheet.

Please note that radio and TV broadcasters actually pay the performance royalties; you as our client do not ever have to pay performance royalties.

Each track has one or more composers and one or more publishers.  We provide detailed information for each track about that track's composer(s) and publisher(s), including their performing rights organization (PRO) affiliation (e.g. ASCAP, BMI, etc.).

COMMERCIAL USE RIGHTS

The Content available for license at MusicCult.com is fully owned or controlled by Music Cult.  This includes both the the sound recording ("Master") and, for music tracks, the underlying musical composition ("Composition"), together known as the "Track".  The rights granted for the commercial use of a Track are based upon the licensing methods available on the MusicCult.com Web site, and the licensing option and licensing parameters selected by you.  The rights associated with each specific type of licenses includes one or all of the following, depending on the specific licensing option and parameters selected by you:

1. Master use license - A master use license provides the right to use the sound recording as downloaded from Music Cult for the specific use selected in the licensing options.

2. Mechanical and Videogram licenses - Mechanical and videogram licenses provide the right to re-record, duplicate and release the Track as part of your production in whatever medium required (i.e. CD, DVD, record, mini-disc, or embedded in a hardware product, game or similar product or production).

3. Synchronization license - Also known as a "sync license", this provides the right to use the Track as a soundtrack "synced" with visual images as part of your production.

4. Electrical transcription license - This type of license provides the right to integrate the Track into productions for audio-only broadcast, such as for radio advertisements and public announcements, as well as for background music purposes and for music on-hold.

5. Public Performance license - This may take the form of a "Direct License", provided by Music Cult directly to Licensee providing public performance rights for the Track, eliminating the need to file cue sheets with any Performance Rights Organizations.  Or it may take the form of an "indirect license", requiring that, for Licensee will provide cue sheet information to Music Cult and the publisher's agent so that a cue sheet may be filed with the appropriate Performance Rights Organization in the country where Licensee uses the music tracks.

See details further below for the usage details and specific licenses granted for each type of commercial licensing option available at Music Cult.

Licensee may not:

(i) make the Licensed Material available (separate from the Licensee Work) in any medium accessible by persons other than Licensee's employees, partners and agents;

(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) 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;

(iv) sell, rent, lease, sub-lease, sub-license, assign, share, assign, or otherwise transfer the Licensed Material except as incorporated in a derivative product or production.  The Licensed Material may not be transfered, shared, assigned, sublicensed, leased, rented or sold among independent or different companies or operating divisions or companies owned or controlled by a common parent company.

(v) sell or sub-license the Licensed Material contained herein outright to any other individual or party, although the Licensed Material can be sub-licensed as embodied in Licensee's Work;

(vi) trade or otherwise directly exploit the Licensed Material for profit or any other reason

(vii) download Tracks from the Music Cult web site by utilizing automated downloading methodis via software control, robots, spiders or crawlers.  This activity is strictly prohibited and will result in termination of the offending access to the Music Cult Site.

(viii) edit, modify or alter the Licensed Material in such as way as to give rise to any ownership rights or claims, including copyright, on the part of Licensee in or to the Licensed Material.  For clarification, for music tracks (i.e. tracks found under the "Music" part of the Music Cult web site), License may not use the Licensed Material as a component of a larger musical composition, including but not limited to �sample-based� musical productions;  You may not re-record or artistically or creatively change or alter any music Tracks licensed by this Agreement in any way without Licensor's written consent. You may not integrate any music Tracks represented in this Agreement into your own music tracks or compositions for the purpose of creating a new derivative music production without Licensor's written consent.  License may, however, use tracks found under the "Sound Effects" and "Instruments" part of the Music Cult web site as a compontent of a larger musical composition;

(ix) reverse engineer, decompile, or disassemble any part of the Licensed Material.

(x) use the Licensed Material in a defamatory, illegal or unlicensed way, whether directly or in context or juxtaposition with specific subject matter. Licensee shall also comply with any applicable regulations and/or industry codes.

Licensee may not, without obtaining the prior written consent of Music Cult 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 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, except where such audio product is embedded or contained within a larger derivative work (e.g. a gift basket, self-help book containing a CD, audio greeting card, etc.);

(v) sub-license, re-sell, rent, lend, assign, gift or otherwise transfer or distribute the Licensed Material or the rights granted under this Agreement;

(vi) use the title or subtitle of the Licensed Material as the title of any Licensee Work or any item that incorporates the Licensed Material.

(vii) alter or delete any "watermark" or other ordinarily imperceptible identifier embedded within the Licensed Material.

For exceptions to these use restrictions please contact info@musiccult.com to discuss the details of your specific needs.

Purchasing Agent Obligations - 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 shall serve to excuse Purchaser's obligation to make payment to Music Cult of the License Fee.

Web Site Posting - 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.

PRODUCTION CREDIT REQUIREMENTS
If any music Tracks licensed herein are used in an audio/visual production where credits are accorded to other providers of licensed material, then for such Tracks a production credit shall be accorded in equal size and comparable placement to other such music credit(s), substantially in the form "Music provided by MusicCult.com" with additional credits for the composer(s) and publisher(s) of each Track. Failure to provide the production credit as required herein shall render this agreement null and void and Licensee's use of the Tracks licensed herein shall immediately become an infringing use, subject to legal claim for copyright infringement. For sound effects and instrument sounds, a production credit is optional and shall be provided at Licensee's sole discretion in the format of Licensee's choosing.

CUE SHEET INFO
For any uses of music Tracks licensed herein within a production that is broadcast on television or radio, Licensee is strictly required to provide to Licensor a completed cue sheet detailing the use of all music tracks utilized in Licensee's production, including each music Track licensed herein that is used within the production, so that Licensor may file the cue sheet with the appropriate PRO(s). For the avoidance of doubt, no such cue sheet is required in connection with in-theater showings or via internet streaming for any and all purposes including, without limitation, educational uses.

By licensing and downloading music Tracks herein, Licensee hereby agrees to provide required cue sheet information to Licensor. Any failure to provide required cue sheet information to Licensor within not more than two months after Licensee's production work has been completed and the production has been released for broadcast in any country shall render this agreement null and void and Licensee's use of the Tracks licensed herein shall immediately become an infringing use, subject to legal claim for copyright infringement.

The relevant track-specific composer and publisher information for music Tracks licensed herein is listed to facilitate Licensee's inclusion of this information within their production's cue sheet. If the Tracks licensed herein are contained within a MusicPack, please contact Licensor to obtain the cue sheet information for the tracks within the MusicPack.

ADDITIONAL TERMS

Warranty and Limiation of Liability - Music Cult 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 Music Cult (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.

MUSIC CULT 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. MUSIC CULT 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 MUSIC CULT 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, MUSIC CULT 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.

Indemnification - Licensee shall defend, indemnify and hold harmless Music Cult and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees, and licensors, 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.

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 Music Cult, and as Licensee's sole and exclusive remedy for any breach of the representations and warranties set forth in the section regarding Warranty and Limiation of Liability above, Music Cult shall, subject to the terms of Warranty 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 Music Cult is in breach of its warranties set forth above. The total maximum aggregate liability of Music Cult under this Agreement and any other agreement with Music Cult 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 Music Cult under this Section, shall be limited to an aggregate of ten thousand ($10,000) US dollars per item of Licensed Material. For greater clarity, Music Cult�s 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 Music Cult. The foregoing states Music Cult's entire indemnification obligation under this Agreement.

The party seeking indemnification pursuant to this section 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 Music Cult shall not be liable for any losses arising from Licensee�s failure to discontinue use of licensed content pursuant to a notice of withdrawal as explained below.

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 the sections above, Music Cult 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.

Electronic Invoice and Interest on Overdue Invoices - Licensee and Purchaser agree to receive invoices from Music Cult electronically via the email address associated with Licensee�s and/or Purchaser�s Music Cult account. If Licensee fails to pay the Invoice in full within the time specified in the Invoice, Music Cult 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.  Licensee's agreement(s) with Licensor may be terminated with no notice if payment is past due, regardless of the dollar amount that is owed. Further, Licensee agrees to pay Licensor all reasonable attorney's fees and costs incurred by Licensor to collect any past due amounts. The right to such payment is in addition to any other remedies available to Licensor under this Agreement or at law.  Licensor reserves the right, at any time, to change its fees and billing methods, including changes in pricing for Content.

Unauthorized Use and Termination - Any use of Licensed Material in a manner not expressly authorized by this Agreement constitutes copyright infringement, entitling Music Cult 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 Music Cult's other remedies under this Agreement, Music Cult reserves the right to charge and Licensee agrees to pay a fee equal to five (5) times Music Cult's single-track list price for each unauthorized use of the Licensed Material. Music Cult reserves the right to terminate this Agreement in the event Licensee: (i) enters the Agreement after having received notice of unauthorized use from Music Cult 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 Music Cult, return to Music Cult the Licensed Material and, in the case of termination by Music Cult for cause, the Licensee Work in the possession or control of Licensee.

Electronic Storage - For all Licensed Material that is delivered to Licensee in electronic form, Licensee must retain the copyright symbol, the name of Music Cult, the Licensed Material's identification number and any other information and metadata 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.

Withdrawal - Upon notice from Music Cult, or upon Licensee's knowledge that any Licensed Material may be subject to a claim of infringement of another�s right for which Music Cult may be liable, Music Cult 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. Music Cult shall provide Licensee with comparable Licensed Material (which comparability will be determined by Music Cult Images in its reasonable commercial judgment) free of charge, but subject to the other terms and conditions of this Agreement.

Inadvertent Errors and Out-Of-License-Scope Uses - For any Content used by Licensee in a manner outside the scope of the license purchased by Licensee, Music Cult reserves the right to adjust Licensee's license to correct it for Licensee's actual use of the Content.  Licensee agrees that Music Cult has the right to correct its license in this situation and if additional monies are due and owing to Music Cult, Licensee hereby agrees to pay the difference in order to obtain the correct license for Licensee's intended or actual use of the Content.

Non-Payment - Should Licensee receive and use the Tracks licensed herein in advance of making payment for this license (i.e. a purchase on credit), if payment is not disbursed by Licensee and received by Licensor within ninety (90) days after Licensee's production or project integrating the Tracks licensed herein has been completed and released for broadcast, distribution or other live production use, in any country, this shall render this agreement null and void and Licensee's use of the Tracks licensed herein shall immediately become an infringing use, subject to legal claim for copyright infringement.

No Refunds - Music Cult does not generally provide refunds.  You have the full opportunity to preview all Content before you license any individual item.  Once you have made a pay-per-track purchase and downloaded various Content, we have no way to take back or remove the Content that you may have downloaded.  Consequently, all sales are final.  Any requests for partial or full refunds must be submitted in writing via email to info@musiccult.com and are reviewed on a case by case basis.

Accurate Information - Licensee agrees that all information that Licensee provides to Music Cult at any and all times is accurate, complete and not misleading in any material respect.  Licensee agrees that it will not disclose access codes or passwords used in accessing any area of the Music Cult website to any unauthorized party and will maintain such access codes and passwords as confidential. Licensee will exercise due diligence and maintain strict safeguards on all Content received from Music Cult to prevent unauthorized use or distribution thereof.

Governing Law - This Agreement will be governed in all respects by the laws of the State of Florida, 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 Saint Augustine, Florida. 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, Music Cult 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 Music Cult, such action is necessary or desirable.

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.

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.

Entire Agreement - This Agreement is intended for business customers of Music Cult 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 Music Cult or issued electronically by Music Cult 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.

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).