ROYALTY-FREE NON-EXCLUSIVE EXTENDED MEDIA PRODUCER LICENSE AGREEMENT

This is a non-exclusive Extended Media Producer License Agreement between VST PRODUCTIONS FZ LLC (the Licensor), and purchaser (the Licensee). By downloading any audio recordings from our website (Recording), the purchaser agrees to be bound by the terms and conditions of this End User License (the “Agreement”), which are as follows:

ARTICLE I. TERMS AND CONDITIONS

1.1 Purchaser acknowledges that each Recording is the property of Licensor or the artist(s) the Licensor represents. If the purchaser is entering this Agreement on behalf of an organization, entity, or company, then that entity is bound to the License granted and the restrictions and limitations detailed herein (and such entity or organization is included in the term “Licensee”) regardless of the purchaser’s future employment and/or relationship with such entity.

1.2 Licensor hereby grants to Licensee a non-exclusive, non-transferable license to use the Recordings subject to the terms and conditions set forth below.

1.3 Licensor preserves the right to terminate this License Agreement upon Licensee’s breach of any of the terms of this Agreement by giving notice in writing of such breach, by any means available or convenient to the Licensor, whether electronic, by mail, by fax etc. If Licensee fails to remedy the breach for seven (7) days of the date of sending of the notice, then this Agreement shall automatically terminate on the eight (8) day.

1.4 Any use of the Recording after termination of the license is prohibited and may be actionable as an act of infringement of copyright or for any other applicable cause of action.

ARTICLE II. RIGHTS GRANTED

2.1 This is a Media Producer License Agreement (Media License). Subject to the restrictions of Article III, the Licensee can use the Recording for an unlimited period of time, as long as the Recording has been incorporated into one and only one “Commercial Media Project”, a work with substantial value added by the Licensee as defined in paragraph 2.2 below.

2.2 For the purpose of this Agreement, a “Commercial Media Project” is defined as an individual production or project that combines the Recording, whether mixed or not with other sound elements, with graphics, video, theatrical, dance or other visual content or performances, to create any media product/ production that is clear and distinct from the Recording itself. The rights granted include:

    2.2.1 Mechanical Rights 
    
    Defined as the right to re-record, duplicate and release the Recording as part     of a Commercial Media Project in a medium platform chosen by Licensee (e.g.     video tape, film, reel to reel, CD ROM, DVD, digital formats), whether now     known or hereinafter devised, up to one hundred thousand (100,000) copies.     License for additional copies is available uniquely by Licensor’s    permission.
    
    2.2.2 Synchronization Rights
    
    Defined as the right to use the Recording as a soundtrack "synced" with     any visual content as part of a TV broadcast, film or video production, 3-D     images, mobile applications, computer video-gamed and to exploit such     Commercial Media Project in a platform or medium chosen by the Licensor     (e.g. video tape, film,     reel to reel, CD ROM, DVD, digital formats), whether     now known or hereinafter devised, up to one hundred thousand (100,000)     copies. License for additional copies is available uniquely by Licensor’s     permission.

    2.2.3 Public Performance Rights
    
    Defined as the right to use the Recording as part of a public performance,     viewing, broadcast or other exploitation of Licensee’s Commercial Media     Project, which may include but is not limited to theatrical productions,     concerts, club events, ballets, TV Shows, Videos, Commercial Web Sites,     podcasts, commercial multimedia presentations, and to exploit such     Commercial Media Project in a platform or medium chosen by the Licensor     (e.g. video tape, film,     reel to reel, CD ROM, DVD, digital formats), whether     now known or hereinafter devised, up to one hundred thousand (100,000) copies. License for additional copies is available uniquely by  Licensor’s permission.

ARTICLE III. LIMITATIONS OF USE

The Media Producer License is subject to the following restrictions, conditions, requirements and responsibilities: 

3.1 The Licensee may not claim ownership or authorship of the music represented under this agreement. The Recording is protected by and subject to the USA and international copyright laws. The Licensor retains the right to sell licenses of the Recording to third parties, at his discretion.

3.2 The Licensee may not use, modify, resell, sublicense, assign, transfer, otherwise make available or permit access by any third party to the Agreement or to any part thereof, except as expressly authorized in this Agreement.

3.3 The Recording may not be sold whether in its entirety or in part as a stand alone clip/loop/stock audio file, or included in any other media/stock product, library, or collection for distribution or resale, without the express Licensor’s permission.

3.4 In addition, Licensee is prohibited from:

a)    Make more than one hundred thousand (100,000) hard copies of CDs/DVDs, without an expressive Licensor’s permission;
b)    Use the Recordings in templates or for resale;
c)    Use the Recording with inappropriate content such as but not limited to, pornography, extreme violence, or any content that could be reasonably deemed to be inappropriate or contrary to the prevalent or generally agreed upon moral norms;

ARTICLE IV. CREDIT ATTRIBUTION

Where authorship crediting is customary, or where such credits are provided for other contributors, Licensee shall use reasonable best efforts to accompany the Commercial Media Project with a credit line that reads “music provided by VST PRODUCTIONS FZ LLC / www.vstdubai.com 
    
 ARTICLE V. TERRITORY
 
The world.

ARTICLE VI. WARRANTY

Licensor warrants that the use of Recording in accordance with this License agreement does not infringe on any third party proprietary rights.

ARTICLE VII. LIABILITY

Licensor accepts no responsibility for any loss of business or business profits resulting directly or indirectly from the performance of any Recordings. Licensor's liability is limited and restricted solely to replacement at no charge of the Recording in case of inadvertent loess or damage of the latter.

ARTICLE VIII. APPLICABLE LAW
This Agreement shall be governed by and construed according to the laws of the State of New York and the Parties hereby acquiesce to the State and Federal jurisdiction of the New York courts.