(a) Subject to the limitations set forth below and the payment of the License Fee, Ktizo hereby grants Licensee, and Licensee hereby accepts, a non-exclusive, perpetual, worldwide (or such other Territory as may be specified in this Agreement) right, license, privilege and authority to create a single derivative work based on the Track by copying and reproducing the Track in the single audio-visual work that Licensee has identified as the Project, but not otherwise, and to exhibit, publicly perform, and/or digitally transmit the Track together with and as part of the exhibition, public performance and/or digital transmission of the Project in substantially its entirety by the means and through such of the Included Means of Distribution as are specified in this Agreement, but by no other means or through any other media.

(b) It is an express condition of this license that: (i) the Track may only be used as part of the Project and in no other manner; (ii) no copies or reproductions of the Track are to be made except as part of the making of copies and reproductions of the Project in substantially its entirety; (iii) no copies or reproductions of the Track are to be made, manufactured, sold, licensed, exhibited, publicly performed, digitally transmitted or otherwise used separately or apart from the Project in substantially its entirety, and (iv) it may not change the Track, the composition or the sound recording in any manner.

(c) The license granted herein to publicly perform and/or digitally transmit the Track is granted upon the express condition that said public performance and/or digital transmission of the Track together with, and as part of the Project, has been separately licensed by the person, firm, corporation or other entity including, without limitation, the performance rights licensing organization having the legal right to issue public performance and/or digital transmission rights licenses on behalf of the owner(s) of such rights in the jurisdiction(s) in which the Track is publicly performed and/or digitally transmitted.

(d) This Agreement, and the rights and licenses granted herein, may not be transferred, sublicensed or assigned without Ktizo’s prior written consent; provided, however, that Licensee may transfer this Agreement to the Beneficial Licensee that Licensee identified in this Agreement; provided further, that no such transfer shall relieve Licensee of any of Licensee’s obligations or liability hereunder; and provided further that the Beneficial Licensee may not further transfer, sublicense, or assign this Agreement or any rights hereunder to any other party.

(e) All rights to, in and under the Track not expressly granted to Licensee pursuant to this Agreement are expressly reserved by and to Ktizo and the Rights Holder(s) of such Track.

In consideration of the rights granted herein, and as part of completing this Agreement, Licensee shall pay Ktizo the License Fee, as specified in this Agreement, and any associated sales, value added, use and/or other taxes and government charges required to be collected by Ktizo. Taxes will be charged in states and other taxing jurisdictions where digital goods and services are taxable. Licensee shall tender payment of the License Fee via Ktizo’s payment processor, Stripe, immediately upon execution of this Agreement.

Ktizo may immediately terminate this Agreement and/or terminate or suspend Licensee’s Account in the event of any breach by Licensee of the license granted under this Agreement or any other agreement between Licensee and Ktizo. Licensee acknowledge and agree that any termination pursuant to this Section shall render any copy, reproduction, exhibition, public display, public performance, digital transmission, and/or other use of the Track rendered subsequent to such termination as unauthorized and subject to the rights and remedies provided by law, including copyright, and equity. Any termination pursuant to this Section shall be in addition to any other right or remedy which any party may have at law, in equity or under this Agreement. The rights and obligations set forth in Sections 2, 4, 5, 6, 7, 8, 9, 10, 12, 13 and 15, and any right or obligation either party may have in this Agreement which, by its express terms or nature and context is intended to survive termination or expiration of this Agreement, shall survive any such termination or expiration.

At all times relevant hereto, Licensee represents, warrants and covenants that: (i) Licensee has all right, power and authority to enter into this Agreement and to carry out the terms and provisions of this Agreement and this Agreement; (ii) Licensee has secured all third party consents, licenses and/or permissions necessary to enter into and perform under this Agreement and this Agreement and no further action or authorization on the part of Licensee or any third party, or payment to any third party, is necessary to carry out the terms and conditions of this Agreement or this Agreement; (iii) all information provided by Licensee in connection with this Agreement, this Agreement, and Licensee’s Account are complete and correct in all respects; (iv) there is no agreement, understanding, license, right, restriction, settlement, consent, judgment, order, or pending or, to Licensee’s knowledge, threatened litigation, arbitration, injunction or administrative proceeding that restricts, impairs, limits or otherwise adversely affects, or which could be reasonably expected to restrict, impair, limit or otherwise adversely affect, this Agreement or Licensee’s ability to perform its obligations under this Agreement; (v) Licensee has consulted with legal, financial, tax and other advisors regarding the implications of this Agreement or has knowingly waived its right to do so, and Licensee enters into this Agreement with full knowledge and understanding of the legal, financial, tax and other consequences of this Agreement; (vi) Licensee shall comply with all applicable laws, rules, regulations and orders (as they may be amended from time to time); and (vii) Licensee shall be solely and exclusively responsible for determining and complying with any parental advisory or warning required by any and all jurisdictions in the Territory.

(a) Ktizo represents and warrants that Ktizo has all right, power and authority to enter into this Agreement and to carry out the terms and provisions of this Agreement applicable to Ktizo.

(b) LICENSEE ACKNOWLEDGES AND AGREES THAT THE SITE, ALL SERVICES PROVIDED OR PERFORMED BY KTIZO AND, AS BETWEEN KTIZO (ON THE ONE HAND) AND LICENSEE (ON THE OTHER HAND), THE TRACK IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND, TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, RULES, REGULATIONS OR ORDERS (EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5(a)), KTIZO EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER WRITTEN OR ORAL AND WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY REPRESENTATION OR WARRANTY WITH RESPECT TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE RELIABILITY OR PERFORMANCE OF THE SITE, THE TRACK OR THE SERVICES PROVIDED OR PERFORMED BY KTIZO, THE RELIABILITY, PERFORMANCE, ACCURACY OR COMPLETENESS OF THE TRACK OR ANY INFORMATION OR MATERIALS PROVIDED BY KTIZO OR AVAILABLE ON THE SITE, OR ANY PUBLICATION, PERFORMANCE OR OTHER USE, COMMERCIALIZATION OR EXPLOITATION OF THE TRACK BY LICENSEE OR ANY THIRD PARTY. KTIZO WILL NOT BE RESPONSIBLE FOR ANY LOSS OR ANY MISAPPROPRIATING, INFRINGING OR WRONGFUL USE OF THE TRACK OR ANY OTHER MATERIALS SUFFERED BY LICENSEE BECAUSE OF THE SITE, KTIZO’S SERVICES OR ANY OTHER ACT OR OMISSION OF KTIZO, A THIRD PARTY, OR OTHERWISE

(a) Licensee shall indemnify, defend and hold harmless Ktizo and its affiliates, and all officers, directors, employees, agents, owners and representatives of any of the foregoing (collectively, “Related Parties”) from and against any and all claims, actions, demands, losses, liability, damages, costs and expenses, including reasonable attorneys' fees (collectively, “Liability”), arising out of or related to (i) any breach of any of the representations, warranties or covenants made in this Agreement by Licensee, (ii) subject to Section 1, any copy, reproduction, publication, exhibition, public performance, digital transmission, or other use, commercialization or exploitation of the Track by Licensee, the Beneficial Licensee, or any third party that obtains (or purports to obtain), directly or indirectly, any license, right, title or interest in, to, under or related to the Track from Licensee, or (iii) taxes, including any interest or penalty, imposed, assessed, or levied against Ktizo or any Related Parties and payable in connection with this Agreement, other than taxes based solely on net incomes.

IN NO EVENT SHALL KTIZO BE LIABLE TO LICENSEE OR ANY OTHER PARTY FOR ANY SPECIAL, INDIRECT, RELIANCE, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND, LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS, OR LOSS OF GOODWILL, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, OR FOR ANY BREACH OF SECURITY, EVEN IF KTIZO OR ANY OF ITS RELATED PARTIES HAVE BEEN NOTIFIED OF THE POSSIBILITY THEREOF. REGARDLESS OF FORGOING, IF KTIZO IS FOUND TO BE LIABLE, THE AGGREGATE LIABILITY OF KTIZO FOR CLAIMS ARISING UNDER THIS AGREEMENT OR OTHERWISE SHALL BE LIMITED TO THE LESSER OF ONE HUNDRED DOLLARS ($100.00) OR THE LICENSE FEES ACTUALLY PAID TO AND RETAINED BY KTIZO IN CONNECTION WITH THIS AGREEMENT GIVING RISE TO THE LIABILITY.

This Agreement, the Terms of Service and the Privacy Policy constitute the entire agreement between Licensee and Ktizo regarding Licensee’s access of the Platform and the license of any Track, and operate to the fullest extent permissible by law and supersede all prior and contemporaneous agreements, understandings, proposals, and negotiations of any kind, whether oral or written, with respect to the subject matter hereof and thereof. Licensee and Ktizo are independent contractors, and neither party shall be or construed to be a partner, joint venturer, agent or employee of the other party. The failure of Ktizo to exercise or enforce any right or provision shall not operate as a waiver of such right or provision. Headings are inserted for convenience of reference only and shall not be used for the purpose of interpreting this Agreement, the Terms of Service and the Privacy Policy, or any other agreement between Licensee and Ktizo. No party may create any obligation on behalf of any other party except as expressly set forth herein or in connection with any other agreement between Licensee and Ktizo. If any provision of this Agreement, or any other agreement between Licensee and Ktizo, is declared by a court of competent jurisdiction to be invalid, unlawful, void or unenforceable, such provision shall be severed from the agreement in question, and the other provisions shall remain in full force and effect, and that provision shall, to the fullest extent lawful, be reformed and construed as if such invalid, unlawful, void or unenforceable provision (or part thereof) had never been included herein or therein and to be valid, lawful and enforceable to the maximum extent possible.