Prepared for you, the Licensee

Created by Musicwide^®, a registered trademark and division of Kranto studijos, UAB

License Agreement

For use of digital music records, licensed and acquired from Musicwide.net.

This License Agreement (this “Agreement” of this “License Agreement”) is made and effective as of the date of License purchase (the “Commencement Date”) by and between Musicwide^®, a registered trademark and division of Kranto studijos, UAB, and you, the Licensee.

WHEREAS:

1. the Licensee wishes to obtain a license to use a digital music record (hereinafter, the “Asset”), and
2. the Licensor is willing to grant to the Licensee a non-exclusive, non-transferable License to use the Asset for the term and specific purpose set forth in this Agreement,

NOW, THEREFORE, in consideration of the foregoing and of the mutual promises and undertakings contained herein, and other good and valuable consideration, the parties agree as follows:

1. Definitions

1.1. “Agreement” means the License Agreement including the attached Schedule.

1.2. “Confidential Information” means information that:

1. is by its nature confidential;
2. is designated in writing by the Licensor as confidential;
3. the Licensee knows or reasonably ought to know is confidential;
4. information comprised in or relating to any Intellectual Property Rights of the Licensor.

1.3. “Asset” means the Asset provided by the Licensor as specified in Item 6 of the Schedule in the form as stated in Item 7 of the Schedule.

1.4. “Multimedia Work” means a piece of art or communication created by using more than one medium of expression.

1.5. “Synchronization” means the integration and coordination of the Asset with another type of media in a Multimedia Work.

1.6. “Intellectual Property Rights” means all rights in and to any copyright, trademark, trading name, design, patent, know-how (trade secrets) and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic field and any application or right to apply for registration of any of these rights and any right to protect or enforce any of these rights, as further specified in clause 5.

1.7. “Party” means a person or business entity who has executed this Agreement; details of the Parties are specified in Item 2 of the Schedule.

1.8. “Beneficiary” means a person or business entity who directly benefits from the License as the owner of the Multimedia Work the Asset is Synchronized with. The license type the Licensee obtains must correspond to the Beneficiary of the License, who can be a single person, a micro organization (1–9 employees), a small organization (10–49 employees), a medium organization (50–249 employees), or a large organization (≥ 250 employees).

1.9. “Term” means the term of this Agreement commencing on the Commencement Date as specified in Item 4 of the Schedule and expiring on the Expiry Date specified in Item 5 of the Schedule.

2. License Grant

2.1. The Licensor grants to the Licensee a non-exclusive, non-transferable License for the Term to use the Asset for the specific purpose specified in this Agreement, subject to the terms and conditions set out in this Agreement.

3. Charges

3.1. In consideration of the Licensor providing the License under clause 2 of this License Agreement, the Licensee agrees to pay the Licensor the amount of the License Charge as specified in Item 9 of the Schedule.

4. Licensee’s Obligations

4.1. The Licensee cannot use the Asset, for purposes other than as specified in this Agreement and in Item 8 of the Schedule.

4.2. The Licensee may permit its employees to use the Asset for the purposes described in Item 8, provided that the Licensee takes all necessary steps and imposes the necessary conditions to ensure that all employees using the Asset do not commercialize or disclose the content of it to any third person, or use it other than in accordance with the terms of this Agreement.

4.3. The Licensee will not distribute, sell, License or sub-License, let, trade or expose for sale the Asset to a third party.

4.4. No copies of the Asset are to be made, except for the purposes specified in this Agreement and in Item 8 of the Schedule.

4.5. No changes to the Asset or its contents are to be made, except for the purposes specified in this Agreement and in Item 8 of the Schedule.

4.6. The Licensee will provide technological and security measures to ensure that the Asset, which the Licensee is responsible for, is physically and electronically secure from unauthorized use or access.

4.7. The Licensee shall ensure that the Asset retains all Licensor copyright notices and other propriety legends and all trademarks or service marks of the Licensor.

5. Intellectual Property Rights

5.1. All Intellectual Property Rights over and in respect of the Asset are owned by the Licensor. The Licensee does not acquire any rights of ownership in the Asset.

6. Limitation of Liability

6.1. The Licensee acknowledges and agrees that neither the Licensor nor its board members, officers, employees, or agents, will be liable for any loss or damage arising out of or resulting from the Licensor’s provision of the Asset under this Agreement, or any use of the Asset by the Licensee or its employees; and the Licensee hereby releases the Licensor to the fullest extent from any such liability, loss, damage, or claim.

7. Confidentiality

7.1. Neither Party may use, disclose or make available to any third party the other Party’s Confidential Information, unless such use or disclosure is done in accordance with the terms of this Agreement.

7.2. Each Party must hold the other Party’s Confidential Information secure and in confidence, except to the extent that such Confidential Information:

1. is required to be disclosed according to the requirements of any law, judicial or legislative body or government agency; or
2. was approved for release in writing by the other Party, but only to the extent of and subject to such conditions as may be imposed in such written authorization.

7.3. This clause 7 will survive termination of this Agreement.

8. Disclaimers & Releases

8.1. To the extent permitted by law, the Licensor will in no way be liable to the Licensee or any third party for any loss or damage, however caused (including through negligence), which may be directly or indirectly suffered in connection with any use of the Asset.

8.2. The Asset is provided by the Licensor on an “as is” basis.

8.3. The Licensor will not be held liable by the Licensee in any way for any loss, damage, or injury suffered by the Licensee or by any other person related to any use of the Asset or any part thereof.

8.4. Notwithstanding anything contained in this Agreement, in no event shall the Licensor be liable for any claims, damages, or losses which may arise from the modification, combination, operation, or use of the Asset with the Licensee’s computer programs.

8.5. The Licensor does not warrant that the Asset will function in any environment.

8.6. The Licensee acknowledges that:

1. the Asset has not been prepared to meet any specific requirements of any party, including any requirements of the Licensee; and
2. it is therefore the responsibility of the Licensee to ensure that the Asset meets its own individual requirements.

8.7. To the extent permitted by law, no express or implied warranty, term, condition, or undertaking is given or assumed by the Licensor, including any implied warranty of merchantability or fitness for a particular purpose.

9. Indemnification

9.1. The Licensee must indemnify, defend, and hold harmless the Licensor, its board members, officers, employees, and agents from and against any and all claims (including third party claims), demands, actions, suits, expenses (including attorney’s fees) and damages (including indirect or consequential loss) resulting in any way from:

1. the Licensee’s and Licensee’s employees’ use or reliance on the Asset,
2. any breach of this License Agreement’s terms by the Licensee or any Licensee employee, and
3. any other act of the Licensee.

9.2. This clause 9 will survive the termination of this Agreement.

10. Waiver

10.1. Any failure or delay by either Party in exercising any right, power, or privilege under this License Agreement or in insisting on the other Party’s observance or performance of the provisions of this License Agreement may not operate or be construed as a waiver thereof.

11. Governing Law

11.1. This Agreement will be construed by and governed in accordance with the laws of the Republic of Lithuania. The Parties submit to the exclusive jurisdiction of the courts of the Republic of Lithuania.

12. Termination

12.1. This Agreement and the License granted herein commence upon the Commencement Date and is granted for the Term, unless otherwise terminated by the Licensor in the event of any of the following:

1. if the Licensee is in breach of any term of this License Agreement and has not corrected such breach to the Licensor’s reasonable satisfaction within 7 days of the Licensor’s notice of the same;
2. if the Licensee becomes insolvent, or institutes (or there is instituted against it) proceedings in bankruptcy, insolvency, reorganization, or dissolution, or makes an assignment for the benefit of creditors; or
3. the Licensee is in breach of clause 5 or 7 of this Agreement.

12.2. Termination under this clause may not affect the Licensor’s other rights or remedies.

13. License Fee

13.1. In consideration of the License grant described in this License Agreement, the Licensee shall pay the one-time License fee as stated in Item 9 of the Schedule before the execution of this Agreement.

13.2. The License fee payable by the Licensee to the Licensor under this Agreement is exclusive of any and all foreign and domestic taxes, which, if found to be applicable, will be added to the License fee.

14. Assignment

14.1. The Licensee may not assign any rights granted in this License Agreement without the prior written consent of the Licensor.

15. Notices

15.1. All notices required under this Agreement shall be in writing and shall be deemed given five (5) days after being sent to the e-mail addresses of the Parties.

16. Counterparts

16.1. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one instrument.

17. Severability

17.1. The Parties recognize the uncertainty of the law with respect to certain provisions of this Agreement and expressly stipulate that this Agreement will be construed in a manner that renders its provisions valid and enforceable to the maximum extent possible under applicable law. To the extent that any provisions of this Agreement are determined by a court of competent jurisdiction to be invalid or unenforceable, such provisions will be deleted from this Agreement or modified so as to make them enforceable, and the validity and enforceability of the remainder of such provisions and of this Agreement will be unaffected.

18. Entire Agreement

18.1. This Agreement contains the entire agreement between the Parties and supersedes any previous understanding, commitment or agreements, oral or written. Further, this Agreement may not be modified, changed, or otherwise altered in any respect except by a written agreement signed by both Parties.

IN WITNESS OF THE ABOVE, the Parties signed this Agreement, including the attached Schedule, and made it effective as of the date of License purchase.

Musicwide®	You, the Licensee
Date of License purchase	Date of License purchase

Exhibit A

Schedule

Item 1—License Agreement

THE LICENSE AGREEMENT OF WHICH THIS SCHEDULE FORMS A PART IS DATED AS OF THE TIME OF LICENSE PURCHASE AND IS BY AND BETWEEN THE PARTIES REFERENCED IN ITEM 2 BELOW.

Item 2—Name and Address of the Licensor and the Licensee

The Licensor is Musicwide^®, a registered trademark and division of Kranto studijos, UAB.

The Licensee is you, the purchaser of the License.

Item 3—Other License Terms

The License is royalty-free. The Licensee pays one License fee per license to the Licensor. After the receipt of the License fee, the Licensor does not collect royalties from the Licensee. If, however, the Licensee uses the Asset in a setting in which Intellectual Property Rights are managed by a performance rights organization (PRO), those Rights belong to and, therefore, must be attributed to the Licensor.

Item 4—Commencement Date

This License Agreement commences on the date of License purchase.

Item 5—Expiry Date

The License is granted for the lifetime of the Multimedia Work the Asset is Synchronized with and does not expire in that particular application.

Item 6—Description of Asset

The Asset is a music record made available to the Licensee in a digital file for download over the Internet from Musicwide.net after the Licensee has paid the License fee. The Asset is produced by the Licensor’s creative staff, who are real human artists. The Asset, therefore, is not generated, in part or whole, by a machine, a robot, or an application of AI.

Item 7—Format of Asset

The digital files of the Asset are made available to the Licensee in the following formats:

Item 8—Approved Purpose

The Asset is intended for Synchronization with one Multimedia Work, including the latter’s multiple editions, per one license.

Item 9—License Fee

The License fee is determined by the type of Beneficiary of the License and collected once during the purchase of the Asset.