LICENSE AGREEMENT - STANDARD TERMS AND CONDITIONS

Licensee (“You, “Your”) is entering into a license agreement with Gray Havens Music, Inc. (“The Gray Havens”) to license from The Gray Havens one (1) sound recording (“Master”) and one (1) underlying musical composition embodied in the Master (collectively, the “Musical Work”) owned or controlled by The Gray Havens. The license agreement is comprised of this document, together with the applicable Standard License and an invoice (“Invoice”) rendered to you in connection with the transaction (collectively, the “License Agreement”) and constitutes a binding agreement between you and The Gray Havens.

1. Conditioned upon receipt of payment in full from you of the applicable licensing fee (“Fee”), The Gray Havens grants you the right to synchronize the Musical Work in your production (“Production”) solely for the single-use, territory, term, scope and other parameters specified in the Standard License available as a click-through license on The Gray Havens website. The license granted by The Gray Havens to you in respect of the Musical Work is a non-exclusive, non-transferable, single purpose license and is subject to the terms and conditions herein.

2. This License Agreement does not authorize or permit any use of the Musical Work not expressly set forth herein. The terms of this License Agreement are limited to the use of the Musical Work in synchronization with your Production only as authorized by The Gray Havens in accordance with the terms of the applicable Standard License selected by you and subject in all respects to the restrictions set forth therein. Without limiting the foregoing, this License Agreement does not include the following rights and you may not use the Musical Work: (a) to advertise goods or services in any means or by any manner now or hereafter known, (b) on television, in motion pictures (except as explicitly set forth in the Independent Film License section of the Standard License, provided you have selected same), in video games, in webisodes or on the radio; (c) on phonorecords, (d) on any premium streaming service, whether interactive or on-demand or (e) in any manner not specifically enumerated herein. You expressly acknowledge and agree that you shall not use the Musical Work for any unlawful activity or in any manner or any means, which may be deemed by a reasonable person to be detrimental to The Gray Havens or the copyright owners of the Musical Work. Furthermore, you may not (i) alter the fundamental character of the Musical Work; (ii) parody the Musical Work; (iii) make foreign adaptations or translations of the Musical Work; (iv) use the story or dramatically depict the Musical Work; (v) use the title of the Musical Work or the name of the artist or songwriter(s) except for the purposes of any required credit, or (vi) otherwise alter, edit or remix the Musical Work. This license shall not transfer to you nor shall you assert any ownership interest whatsoever in or to the Musical Work. In no event shall the Musical Work be featured separately from the approved use, or be offered or provided in or as a non-linear, downloadable, or alterable file. You expressly acknowledge and agree that no right of public performance of the Musical Work is granted under this License Agreement and you shall be responsible for securing all necessary public performance licenses and paying all public performance fees. The Gray Havens reserves all rights not expressly granted under this License Agreement.

3. You have the right to use or refer to the name(s) of the author(s) and performer(s) of the Musical Work in the credits, and in any promotions, advertisements and publicity of the Production. You agree to accord credit in substantially the same manner as you accord credit to all other participants in the Production.

4. This License Agreement shall terminate automatically and immediately upon Licensee’s insolvency, assignment for the benefit of creditors, the appointment of a receiver or the breach by you of any of the provisions of this License Agreement. The Gray Havens shall have the right to obtain injunctive relief as a result of any use by you of the Musical Work after the termination of this License Agreement in addition to any other rights and remedies available, including without limitation pursuing an action at law for copyright infringement in the Musical Work.

5. If the applicable Standard License permits you to use the Musical Work in synchronization with your Production on the Internet or any other online or interactive device or distributed media, you shall use your best efforts to ensure that users may not copy, capture or download the Musical Work either alone or as synchronized with your Production.

6. The Gray Havens represents and warrants that it has the right and authority to enter into this License Agreement with you and grant you the rights herein granted. Notwithstanding the preceding sentence, you acknowledge and agree that in granting you these rights, The Gray Havens is relying on the rights it has received from third-party copyright owners of the Musical Work.

7. Licensee shall defend, indemnify and hold harmless The Gray Havens, its affiliates and their respective director’s shareholders, officers, members, agents, employees, successors, and assigns and any third-party copyright owners of the Musical Work, from and against any and all liability, damages and loss, costs and expenses (including without limitation attorneys’ fees), arising from or related to your breach of this License Agreement or your unauthorized use of the Musical Work.

8. Except as specified herein, The Gray Havens makes no warranty regarding the Musical Work, including without limitation any implied warranties of merchantability or fitness for a particular purpose or non-infringement. Except for any liability which cannot by law be excluded or limited, neither The Gray Havens nor any third-party copyright owner shall be liable to you for damages arising out of, or relating to your use of the Musical Work. In no event shall The Gray Havens or any third-party copyright owner’s liability for any claim arising from your use of the Musical Work exceed the Fees stated in the Invoice.

9. This License Agreement constitutes the entire agreement between you and The Gray Havens with respect to the subject matter hereof and cannot be modified except by written instrument signed by both parties. This License Agreement shall be binding upon the respective legal successors and/or assigns of the parties hereto.

10. This License Agreement shall be construed and interpreted by the laws of the State of Tennessee applicable to agreements wholly to be performed therein. The venue for any action, suit, or proceeding arising from or based upon this License Agreement shall be the appropriate state and federal courts located in the county of Davidson in the State of Tennessee. Notwithstanding the foregoing, The Gray Havens may seek injunctive or other equitable relief in any jurisdiction to enforce the terms of this License Agreement.