SYNCHRONIZATION AND/OR MASTER USE LICENSE TERMS
In consideration of the sum specified on the invoice page and upon receipt of payment thereof, Talemy LLC
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/or master recording(s) as specified on the invoice
page, all in accordance with the terms, conditions and limitations set forth hereafter and on the invoice page.
1. The invoice page designates whether a synchronization license, master use license, and/or both licenses
are being granted pursuant to this agreement. If a synchronization license is designated, Licensee is granted
the non-exclusive right to synchronize the identified musical composition in timed relation with the Production.
If a master use license is designated, Licensee is granted the non-exclusive right to use the identified sound
recording in timed relation with the Production. Licensee must obtain necessary rights and permissions to
exploit any other content incorporated into the Production.
2. The license(s) granted extend only to the specific production designated on the invoice page. Any changes
to the audio or visual portions of the Production require Licensee to re-license with Talemy LLC.
3. The exploitation territory covered by the license(s) is determined by the licensing tier selected and paid for
by Licensee. For Commercial/Promo Spots, the territory will be further limited to the specifications listed
under "Clearance Type" on the invoice page. If not otherwise specified, such license is limited to the United
States.
4. Not all licenses are perpetual. Licensee is solely responsible for purchasing extended term licenses where
applicable.
5. The license(s) do not authorize the Licensee to alter the composition(s) or recording(s) except to shorten
them using a continuous and contiguous portion. Licensee is permitted to make copies of the Production
containing the licensed material in formats necessary for distribution, exhibition, promotion, and exploitation
in all media now known or hereafter devised, excluding trailers, promos, or other advertising unless explicitly
permitted.
6. Licensee is solely responsible for submitting cue sheets to the appropriate performing rights
organization(s) (PROs) where applicable and must also provide a copy to Talemy LLC. Failure to submit cue
sheets may result in the revocation of the license.
7. Licensee shall pay any "new use" or similar fees required under applicable collective bargaining
agreements, as well as any additional fees or payments owed to third parties in connection with the use of
the licensed work(s).
8. This agreement and its associated license(s) are non-transferable without written approval from Talemy
LLC. Any person or entity receiving rights through Licensee must agree to be bound by the terms herein.
Licensee remains liable for fulfilling all obligations under this license.
9. Talemy LLC represents and warrants that it has the legal authority to grant this license. No other
warranties are made or implied. In the event of a breach, Talemy LLC's liability shall not exceed the amount
paid by Licensee for the specific license at issue.
10. This license shall take effect only upon the execution of this agreement by both parties and the receipt of
full payment by Talemy LLC.
11. Licensee must provide credit to the production company "Obie Liz Music LLC" in the Production.
12. This agreement shall be governed by and construed in accordance with the laws of the State of
Mississippi, without regard to its conflict of laws provisions.