BMI LICENSE AGREEMENT AND MUSICAL PERFORMANCE

DEFINITIONS:

2. "BMI Works" means the musical compositions for which BMI has the right to license the non-dramatic public performance on or through your Service at the time of your performance during the Term.

5. "Music Service" means an Internet web site, Application, or service, or a designated portion or section thereof, the central focus of which is the transmission of audio and/or audio-visual material comprising predominantly feature uses of music (e.g., music-formatted radio, on-demand transmissions of music recordings or music videos, live concerts), as opposed to programming with background or incidental and/or occasional feature uses of music (e.g., news/talk radio, situational comedies, feature films).
6. "Service" means, for purposes of this Agreement, the programming service through which audio-visual programming is made available for transmission in the Territory to consumers over the Internet, mobile and/or wireless networks and accessed and launched solely from LICENSEE’s Web Site, Third Party Site Embedded Video Player or Applications; provided, however, that (i) the overall use of music in the audio-visual programming made available on the Service is of a lesser intensity than what is commonly understood as a Music Service; and (ii) your Service does not include audio-only programming.
7. "Territory" shall mean the United States, its commonwealths, territories, and possessions.
8. "Third Party Site Embedded Video Player" means a LICENSEE-branded video player owned, operated, and/or controlled by LICENSEE, through which the Service is made available that is embedded in, and displayed on, a third party website pursuant to a contractual agreement between LICENSEE and such third party website (“Third-Party Website Partner”). LICENSEE shall list all such Third-Party Website Partners on Exhibit C of this Agreement, and may amend Exhibit C during the Term to include additional Third-Party Website Partners by written agreement signed by both Parties.

10. "Web Site" means your Internet domain comprising a series of interrelated Web Pages currently registered with a domain name registration service and located at the URL (i.e., root domain of your Web Site): e-chords.com. You may license additional Web Sites owned, operated and/or controlled by you by listing such additional sites on Exhibit A hereto, and may amend Exhibit A by written agreement signed by both Parties. You must comply separately with all reporting requirements and pay separate license fees under this Agreement, including Annual Minimum License Fees, for each Web Site listed on Exhibit A. References to Web Site shall include those additional sites listed on Exhibit A.

GRANT OF RIGHTS:

1. BMI hereby grants to LICENSEE a non-exclusive license, subject to all the terms and conditions set forth in this Agreement, to make non-dramatic public performances of BMI Works that are embodied in audio-visual programming transmitted in the Territory to consumers over the Internet, mobile and/or wireless networks in and as part of the Service during the Term. It is expressly understood that while this grant of rights covers the transmission of the Service through Third Party Site Embedded Video Players on third party web sites, this license does not include or extend to: (i) any other uses of BMI Works on any such third party web site; or (ii) any programming services that are owned, operated, or controlled by a third party that may be made available on or through the Service; such excluded uses cited in clauses 3.A(i) and 3.A(ii) are subject to appropriate separate licensing. For the avoidance of doubt, it is further understood that the grant of rights herein relates to use of BMI Works solely in audio-visual programming and does not extend to any Service or offering that contains audio-only programming, which shall be separately licensed.
2. This Agreement does not include dramatic rights or the right to perform dramatico-musical works in whole or in substantial part. This Agreement also does not license public performances in any commercial establishments, including, but not limited to, where all or a portion of the music available through your Service is used as a commercial music service (as that term is customarily understood in the industry); such performances of BMI music shall be subject to appropriate separate licensing.
3. This license does not cover any transmission which is not part of the Service, and does not authorize you to grant to others (including, but not limited to, third party web sites, Online Services, cable television system operators) any license or right to perform publicly or cause to be performed by any means, method or process whatsoever, any of the musical compositions licensed hereunder. In the event that all or a portion of the Service is made available from a third party web site or included on a tier of services by a third party for additional revenue, either independently or with other web sites, LICENSEE will immediately notify BMI in writing. BMI and LICENSEE expressly agree that any such uses are not licensed under this Agreement and shall be subject to appropriate separate licensing.
4. This Agreement grants only public performing rights in musical works and does not grant any reproduction, distribution, or any other intellectual property right(s) in such musical works, or any digital performance, reproduction, distribution, or any other intellectual property right(s) in any sound recordings, to any person or entity, including those that may receive and/or download or otherwise store the transmission of the musical works licensed hereunder. Additionally, public performances originating from your Service outside of the Territory may be subject to appropriate separate licensing.