License Agreement

REAL-ESTATE VIDEO MUSIC SYNCHRONIZATION AND MASTER USE LICENSE TERMS

In consideration of the sum specified on the invoice page and upon receipt of payment thereof, Bedtracks Inc. ('Bedtracks') 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) in accordance with the terms, conditions and limitations set forth hereafter in this agreement.

Definitions
In this Agreement the following words and expressions shall have thefollowing meanings:

Production or Productionsmeans a video or videos for the purpose of advertising and showcasing real- estate properties.

WorksAny licensed recordings owned by the Licensor in the form of musical recordings. Such musical recordings include all of legal the definitions of “musical works” under the Copyright Act of Canada.

The License terms and conditions are as follows:

  1. The Licensee is granted the non-exclusive right to synchronize the identified musical composition or compositions in timed relation with an unlimited number of Productions only, and does not authorize the use of the related master recording or its copyright in any other manner whatsoever. The Licensee is granted the non-exclusive right to fix and record the identified sound recording in timed relation with the Production, and does not authorize the use of the related musical composition or its copyright in any other manner whatsoever. Licensee warrants and represents that if only a synchronization license or only a master use license is granted for a particular selection, it will obtain any and all other necessary licenses from all other appropriate copyright owners. No performance rights, sound reproduction rights, or any other rights not expressly identified, are granted herein.

  2. The exploitation territory covered by the license(s) is the world.

  3. Unless expressly limited herein, any synchronization license shall be in perpetuity or otherwise for the life of the musical composition copyright, and any master use license shall be in perpetuity or otherwise for the life of the sound recording copyright.

  4. The license(s) authorize and permit Licensee to make any changes to the composition(s) or master recording(s). The license(s) permit Licensee to make copies of the Production containing the compositions and/or master recordings licensed hereunder in the form of negatives and prints necessary for distribution, exhibition, promotion, and exploitation of the Production in all media now known or hereafter devised.

  5. The license(s) and obligations hereunder shall run to Licensee, its successors, and assigns, provided that upon any assignment or other disposition of the Production or this agreement, Licensee shall remain liable for the performance of all the terms and conditions of the license(s) and shall be subject to all the terms hereof. Licensee further agrees that all persons, firms or corporations acquiring from Licensee any right, title, interest or in possession of the Production shall be notified of the terms and conditions of the license(s) and shall agree to be bound thereby.

  6. Bedtracks warrants only that, as the administrator of such licenses on behalf of the copyright owners, it has the legal right to grant the license(s), and the license(s) are given and accepted without other warranty or recourse. If said warranty shall be breached in whole or in part with respect to a selection, Bedtracks' total liability shall be limited either to repaying to Licensee the consideration theretofore paid under the license(s) with respect to such selection to the extent of such breach or to holding Licensee harmless to the extent of the consideration theretofore paid under this license with respect to such recorded selection to the extent of said breach.

  7. Licensee hereby agrees to not sell and/or transfer and/or share and/or give license to use and/or allow others to record anew and/or present and/or play in public and/or copy and/or distribute in any manner any of the Works.

  1. Licensee agrees to not use any of the Works as a separate file and/or to present it as a separate file and/or make it available for download as a separate file or at all, in any manner whatsoever.

  2. Licensee hereby agrees to not make any use of the Works in themselves, but only to integrate or synchronize them as part of the Projects. In any engagement with third parties regarding Projects, you hereby undertake to include an undertaking of the third parties not to use the Works in themselves and to act to the best of your ability to protect the Works from being copied or used.

  3. Licensee hereby agrees to not use the Works in order to provide service which competes with the Site, such as a music collection, a music library, a data base or in any other manner.

  4. Licensee hereby agrees to not store and/or share and/or upload the Works as an independent file to any internet sites and/or to enable access to them by any third parties, and inclusive of file sharing sites or social networks (such as YouTube, Facebook, Twitter and so on.

  5. Licensee hereby agrees to not to claim ownership of any of the Works, inclusive of by YouTube content identification.

  6. Licensee hereby agrees that it is known to you that the License granted to you according to the Agreement herein is nontransferable and it is not possible to grant sublicenses.

  7. Licensee hereby agrees to not to claim ownership of any of the Works, inclusive of by YouTube content identification, or any other content identification system.

  8. The license(s) shall take effect only when full payment for such use is received by Bedtracks Inc.

  9. The license(s) shall be governed by and subject to the laws of the province of Ontario, Canada.