In consideration of the sum specified on the invoice page and upon receipt of payment thereof, Junius Recording Company LLC dba Thrumm (“Licensor”) hereby grants the Licensee named on the invoice page (“Licensee”) the non-exclusive right, license, privilege and/or authority to use the musical composition(s) and master recording(s) available on https://thrumm.sourceaudio.com/albums and https://thrumm.sourceaudio.com/tracks (together, the “Library”), all in accordance with the terms, conditions and limitations set forth hereafter and on the invoice page and the subscription page available at https://thrumm.sourceaudio.com/dashboard?p=licensing-subscription  (this agreement, together with the invoice page and subscription page, the “License”).

The License terms and conditions are as follows:

1. The general term of this license is during the active subscription period for Licensee beginning on the “subscription start” date on the most recent invoice and ending on the “paid through” date on the subscription page (“Term”).

2. The License granted extends only to episodes of or promotional materials for (“Episodes”) the specific production designated on the invoice page (the “Production”).

3. This License grants so-called “full buy-out” rights (synchronization license, master use license, mechanical license and direct performance license) of the Library solely as used in Episodes that are both created and published during the Term and remain unaltered thereafter (“Covered Episodes”).  New Episodes may not be created or published and Covered Episodes may not be altered using music from the Library after the Term without a new license.

4. Unless expressly limited herein or on the invoice page, any specific rights granted herein for portions of the Library used in Covered Episodes during the Term thereafter shall be in perpetuity or otherwise for the life of the copyright.

5. The exploitation territory covered by the License is the world, except in regard to the use of the selection(s) in commercial/promo spots for radio or television (“Commercial/Promo Spots”). For Commercial/Promo Spots, the License covers only the territory expressly specified under “Clearance Type”. If none is specified, such Commercial/Promo Spots license(s) extend only to the USA.

6. The License does not authorize or permit Licensee to make any changes to the composition(s) or master recording(s) other than (a) to adjust the length of the same as contemplated hereunder utilizing a contiguous portion thereof and (b) to manipulate with audio effects such as reverb, distortion, etc. The License permits Licensee to make copies of the Covered Episodes containing the compositions and/or master recordings licensed hereunder in the form of audio files, negatives and prints necessary for distribution, exhibition, promotion, and exploitation of the Covered Episodes in all media now known or hereafter devised (but excluding trailers, promos, or other advertising, unless the agreement expressly permits Commercial/Promo Spots).

7. Licensee shall pay any “new use” or similar payment or other fees required under applicable collective bargaining agreements, if any, with respect to Licensee’s use of any master recording. Licensee shall also pay any and all additional amounts required by any third party relating to Licensee’s use of any composition or master recording.

8. The license(s) and obligations hereunder shall run to Licensee, its successors, and assigns, provided that upon any assignment or other disposition of the Production or Covered Episodes or this agreement, Licensee shall remain liable for the performance of all the terms and conditions of the license(s) and shall be subject to all the terms hereof. Licensee further agrees that all persons, firms or corporations acquiring from Licensee any right, title, interest or in possession of the Production or Covered Episodes shall be notified of the terms and conditions of the license(s) and shall agree to be bound thereby.  Licensor shall have the right to assign this License in whole or part to any entity.

9. Licensor warrants only that, as the administrator of such licenses on behalf of the copyright owners, it has the legal right to grant the license(s), and the license(s) are given and accepted without other warranty or recourse. If said warranty shall be breached in whole or in part with respect to a selection, Licensor’s total liability shall be limited either to repaying to Licensee the consideration theretofore paid under the license(s) with respect to such selection to the extent of such breach or to holding Licensee harmless to the extent of the consideration theretofore paid under this license with respect to such recorded selection to the extent of said breach.

10. The license(s) shall take effect only when full payment for such use is received by Licensor.

11. This License is being entered into and shall be construed in accordance with the laws of the State of Texas. The Texas State and Federal Courts will have exclusive jurisdiction of any controversies regarding this License and any action or other proceeding involving such controversies will be brought in Dallas County.  This License sets forth the entire agreement between the parties and no modification, amendment, waiver, termination or discharge shall be binding unless confirmed by a written instrument signed by both parties. No waiver of any provision or of default under this License shall affect the parties’ rights thereafter to enforce such provisions.

12. Licensee acknowledges that, in executing this License, Licensee has had the opportunity to seek the advice of independent legal counsel and has read and understood all of the terms and provisions of this License.

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