1. Licensee or a customer of Licensee shall have the worldwide, non-exclusive, non-assignable, non-divisible right for the unlimited use of the Music only in synchronization or mechanical reproduction with other audio and/or visual elements added by Licensee for broadcast or non-broadcast purposes with only the following restrictions:

(a) The Music cannot be duplicated by itself in whole or in part in any medium, tape or disc or otherwise, and resold, licensed, leased or in any other way used or transferred to any other pary without the express prior written permission of Library. Licensee may make one (1) copy only of the licensed Music for back-up purposes only.

(b) Any Production by Licensee containing the Music, in whole or part, must have affixed a copyright notice substantially in the following form: "© (date) (by Licensee or Customer of Licensee). All Rights Reserved. No Unauthorized Duplication Permitted".

(c) Licensee must obtain the express prior written permission of Library if Licensee intends to: 1) Add lyrics to the Music, 2) Add recorded instrumentation to the Music, 3) Use the Music in “music creation” (e.g. “sampling”) applications, retail toys, program chips, or template based “build-it-yourself” soundtrack creation systems, 4) Release the Music as part of a commercially available music phono record, 5) Provide the Music in whole or part as mobile telecom audio content (e.g. Ringtones or other content applications now know or which shall become known) or  as unsynchronized content in software packages,  6) Use the Music in so called "e-cards" 7) Re-record, duplicate, transfer or copy the Music, in whole or part, for any use not authorized by this License Agreement.

(d) Use of the Music in theatrical motion pictures, theatrical trailers, made-for-television movies, full length direct to video motion pictures, network television primetime programming (e.g. ABC, CBS, NBC, FOX), and national television commercials requires additional licensure from Library.  To license the excluded uses above, visit www.cssmusic.com/LicenseInquiry.cfm and submit a License Request form. With purchase of a "Super Blanket", however, the above uses in this sub paragraph 1(d) are included without further licensure when Licensee submits valid Music Cue Sheets and/or Broadcast information. Student Films (30 minutes or less) and theatrical motion pictures shown only at Film Festivals do not require additional licensure when licensee submits a valid Music Cue Sheet prior to public screening. See FAQ Link

(e) Licensee must obtain an additional license from Library if Licensee or a Customer of Licensee intends to use the Music in a Mass Produced and Marketed Production that exceeds an initial duplication of 50,000 units (including downloads).  With purchase of a "Super Blanket", however, Licensee or Customer of License may duplicate and distribute unlimited copies of Productions with synchronization of Library Music as specified in this License Agreement. See FAQ Link

(f) Music downloads from Library do not expire and their use is permitted unlimited times in unlimited Productions; and Productions utilizing these downloads in synchronization as specified in this License Agreement are licensed in perpetuity.

2. Public Performance of the Music-

(a) Licensee or a customer of Licensee shall have the worldwide, non-exclusive, non-assignable, non-divisible right to perform the Music publicly for non-broadcast purposes (including "message-on-hold" or "advertising-on-hold" applications transmitted via telephone systems and presentations transmitted via the internet that utilize a streaming format) when the Music is combined with other audio and/or visual elements added by Licensee and where the Music is not a featured part of any such presentation but rather an incidental or background element.

(b) Licensee, but not a customer of Licensee, permitted to make public performances of the Music in the “clear” (unmixed with any other normally perceptible sounds, voice, music or images) as non broadcast commercial background music at the above named site only.  If Licensee is in the business of providing non-broadcast commercial background music and wishes to make public performances of the Music in the “clear” at sites other than Licensee’s location named above, Licensee must apply for and obtain an additional public performance license from library.

(c) If Licensee's use is an audio-visual use which is broadcast over television, radio, cable, satellite or similar medium, then Licensee agrees to make such broadcast information available to Library so that Library can arrange to collect its performance fees on the Music from the performing rights society with which Library is affiliated. Licensee is not responsible for any additional fee for such use as described in this subparagraph 2(c) unless Licensee is the broadcaster, in which case Licensee would be responsible to the relevant performing rights society but not to Library. Licensee agrees to list C.S.S. Music (BMI) on cue sheets and make copies available to Library. If Licensee is the broadcaster and either an educational institution, local religious organization or a public access, community access or government access system operating on a non-profit basis, then this License Agreement shall constitute a "Direct License" and Licensee shall not be responsible for any additional fee to the relevant performing rights society. It is understood that clearance by performing rights societies outside the U.S. will be in accordance with said performance rights societies' customary practices.

3. The term "Licensee" shall not include a parent, subsidiary, affiliate, separate department, or branch office of Licensee, except with the prior written consent of Library.

4. In the event Licensee breaches the terms of this license, Licensor shall have the right to terminate this License upon 30 days written notice to Licensee, which termination shall take effect immediately upon the 31st day provided Licensee shall not have completely cured its breach. Any former or subsequent unauthorized use of the Music by Licensee will constitute an infringment of the rights of Library, including but not limited to Library's copyrights in the Music. In such event, all rights granted to Licensee by this License shall terminate and Licensee shall return to Library at Licensee's expense the Music furnished to Licensee by Library. In addition, Library shall have the right to any other remedy available at law or equity, including injunctive relief and damages.

5. After any material breach, any use by Licensee of any of the rights granted under this License or otherwise, will constitute intentional infringement of the rights of copyright of Library, which the parties agree will suffice to permit the award of attorneys' fees, treble damages or statutory damages according to the provisions of the Copyright Act.

6. Nothing in this License should be construed to give Library any right or claim for future fees paid to Licensee by Licensee's customer when Licensee's use or Licensee's customer's use of the Music is a use permitted by this License.

7. Library warrants that: it is the holder of the copyright in the Music and/or has contracted the rights to the Music, it has full power and authority to enter into this License and to grant Licensee the permission accorded under this License.

8. While Licensee by this License acquires the physical property embodying the Music (media) and the license to use the Music as described in this License, Licensee does not acquire any ownership rights in the Music or its underlying copyrights.

9. It is understood that the Library contains many works, each having a separate copyright and possibly separate dates of copyright expiration or termination. To the extent that the term of this license exceeds the life of the copyright in any of the works in the Library, the license continues in full force and effect with respect to all remaining copyrights in the works in the Library.

10. Licensee agrees to defend, indemnify and hold Library or its officers, directors, employees or agents free and harmless against any and all claims, suits, liability, losses, damage, judgments, recoveries, costs, expenses and attorneys fees which may be made or brought against it, paid or incurred by Library by reason of any use or exploitation of the Library or any of the works in it, which use or exploitation does not involve copyright claims, by reason of breach or claim of breach of this agreement by any alleged third party beneficiary, or by reason of any agreement of Licensee with any third party whomsoever concerning any use of the Library or any of the musical works within the Library. (except where otherwise prohibited by law in cases where Licensee is a government entity).

11. This Agreement shall be governed by and construed in accordance with the law of the state of California except i ts choice of law provision. Any action hereunder shall be duly filed within the jurisdiction of the County of Los Angeles, State of California, and both Parties consent to in personum jurisdiction of the Courts of that county.

12. It is specifically agreed that this Agreement contains each of the terms, covenants, conditions and promises of parties hereto. No modification shall be valid or binding unless made in writing and executed by both parties hereto.

13. Should any action be brought to enforce or interpret this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees and costs. Said costs and expenses may include any and all collection costs incurred.(except where otherwise prohibited by law in cases where Licensee is a government entity).

14. This Agreement shall be binding upon and inured to the benefit to the parties hereto and the respective successors and assigns.

15. The term of this Agreement shall be 99 years.

16. THIS AGREEMENT SHALL BE DEEMED EFFECTED ELECTRONICALLY UPON "ACCEPTANCE".

Thereafter this Agreement shall be deemed effective and binding upon the parties at all times that the Music is used by Licensee.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year written below.

LICENSEE

Name ___________________________________________________    ______________________ Date

Signature_________________________________________________    ______________________ Date

Music Selections Made by Licensee: _________________