MUSIC LICENSE AGREEMENT

This Music License Agreement (the “Agreement”) is made and effective 11/20/2008.

BETWEEN:	User, A registered member of the Media Arrow Website.
AND:	Media Arrow (the "Media Arrow"), a corporation organized and existing under the laws of the New York.

WHEREAS, the User is the holder of the copyright to certain musical compositions identified herein and Media Arrow is the creator and User of a certain site on the World Wide Web who wishes to integrate the musical compositions of User into said Web site.

RECITALS

User represents and warrants to the Media Arrow that it is the sole and exclusive User of certain musical compositions which are described in Exhibit “A” attached hereto and made a part hereof (hereinafter referred to as the “Compositions”).
User represents and warrants that it has registered and obtained registration certificate from the USA Copyright Office with respect to the Compositions and that the registration numbers applicable to such Compositions are as set forth in Exhibit “A.”
Media Arrow maintains a site accessible through the World Wide Web, which site is located at WWW.MEDIAARROW.COM.
Media Arrow wishes to obtain a license to use the Compositions in connection with its Web Site and User wishes to grant Media Arrow such a license subject to the terms and conditions set forth in this Agreement.
User represents and warrants that it has full and unrestricted power and authority to enter into this Agreement and to grant Media Arrow the license to use the Compositions as set forth in this Agreement.

NOW, THEREFORE, in consideration of the promises and agreements set forth herein, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties, and for other good and valuable consideration, each intending to be legally bound hereby, do promise and agree as follows:

1. GRANT OF LICENSE

1.1 User hereby grants to the Media Arrow, the non-exclusive right and license to use the Compositions, or any portion of the Compositions as the Media Arrow shall see fit, in connection with the Media Arrow’s Web Site.

1.2 The license granted hereunder shall be a non-exclusive, worldwide, royalty free (subject only to the one time licensing fee set forth herein) right to use the Compositions, subject to the terms and conditions set forth herein

1.3 The term of this license shall be perpetual, unless terminated pursuant to the terms hereof.

1.4 The license granted herein shall be limited to the right to integrate the Compositions into the Web Site of the Media Arrow. Media Arrow shall have no right to offer the Compositions for sale or otherwise distribute, publish, grant any sub-licenses, sell, rent, convey, offer for download or otherwise exploit the Compositions. Media Arrow shall not be permitted to create any derivative works based upon the Compositions.

1.5 Media Arrow shall be permitted to use portions, and not the entire Compositions, in connection with its Web Site without violating any rights of the User hereunder. The License granted herein includes the right to synchronize and integrate the Compositions into the Media Arrow’s Web Site design and include the Compositions in connection with Flash presentations, applets, page loads, online video presentations, and any other use that integrates the Compositions into the design of the Media Arrow’s Web Site

1.6 It is acknowledged and agrees by the User that users who access the Media Arrow’s Web Site will be permitted to hear the Compositions upon accessing the Media Arrow’s Web Site and that such access by users shall be permitted pursuant to the terms hereof. It is further acknowledged by the User that the Media Arrow cannot prevent users from violating the copyrights and other proprietary rights of the User and that Media Arrow is not responsible for the infringing acts of users. User holds Media Arrow harmless from and against any acts of the users that may infringe upon the rights of the User, including but not limited to actions based upon contributory infringements or any theory based upon the Media Arrow providing users with the means and facilities through which copyright or other proprietary rights infringement may take place.

1.7 The License granted herein includes the right to adapt the Compositions to an appropriate file format for access through the World Wide Web, including WAV files, Mp3 format, or any other format which will permit integration into the Media Arrow’s Web Site and access to the Compositions over the World Wide Web.

1.8 User hereby grants to the Media Arrow the right to use the name of the User and the composer and artists involved in the Compositions in connection with it’s Web Site. User represents and warrants that it has the full right and permission to grant such licenses and permissions from all such individuals.

2 COMPENSATION FOR LICENSE

2.1 In consideration of the license granted herein, Media Arrow is not responsible for any license fee to the User.

3. TERM OF LICENSE

.3.1 This License Agreement shall be effective upon execution by both parties; provided however, that the Media Arrow’s right to use the Compositions shall not commence until the License Fee as set forth above is paid in full.

3.2 The license granted hereunder to use the Compositions within the scope and terms set forth herein shall be perpetual, but may be terminated by the User upon a breach hereof by the Media Arrow

3.3 User shall have the right to terminate this Agreement and the license granted herein upon written notice to the Media Arrow upon the occurrence of the following events:

Media Arrow makes any use of the Compositions beyond the scope of the license granted herein.
Media Arrow files a petitions in bankruptcy or an involuntary bankruptcy petition is filed against Media Arrow, Media Arrow is adjudicated to be insolvent, Media Arrow makes an assignment for the benefit of creditors, Media Arrow discontinues its business, or if a receiver is appointed over Media Arrow’s business and is not discharged within 7 days following appointment.
Media Arrow assigns or attempts to assign this License Agreement in violations of the terms hereof.
Media Arrow engages in any activity which infringes upon any trademark, copyright, patent, or other proprietary right of the User.

3.4 Upon any termination of this Agreement, Media Arrow shall cease and desist from all use of the Compositions and shall immediately remove the Compositions from its Web Site.

4. REPRESENTATIONS AND WARRANTIES

User makes the following representations and warranties to the Media Arrow, which representations and warranties shall apply during the term of this Agreement and shall continue to apply following the terminations of this Agreement. User shall indemnify and hold the Media Arrow harmless from and against matters that arise relating to the representations and warranties of the User made herein.

Licensor (the User) is the sole and exclusive User of the Compositions and the copyrights and other proprietary rights contained therein.
The Compositions do not infringe upon or violate the copyrights, trademarks, patents, or other proprietary rights of any other party.
User has the unrestricted right and power to enter into this Agreement and to license the Compositions to the Media Arrow as provided herein.
There are no other agreements, court orders or the provision of any law or administrative rule that interfere with the User’s right to license the Compositions hereunder.
User has obtained all necessary consents, permissions, licenses and other documents from recording companies, composers, musicians, musician unions or other labor unions, copyright Users and others with any interest in the Composition or who performed on the Compositions, at User’s sole cost and expense and will indemnify and hold Media Arrow harmless from and against any and all claims, suits, threats, demands, actions and causes of action brought directly or indirectly by any of these parties.

5 COPYRIGHT NOTICES/RETAINED RIGHTS

Media Arrow shall place on its web site a notice of copyright relative to the Compositions and credits to the songwriter and artists performing in the Compositions. Such copyright notice shall be included on each page of the Web Site that includes the Compositions as the sound component of such page.
User shall retain the copyright to the Compositions and all right, title and interest in and to the Compositions, including the right to publish, distribute, publicly perform, modify, enhance, change and improve, and all other exclusive rights of the copyright User, except only for the right of
Media Arrow hereby agrees to and acknowledges the rights retained by the User hereunder and acknowledges that the User shall retain all exclusive rights of the User and holder of a copyright. Media Arrow agrees that it shall not challenge or dispute any of User’s exclusive rights or right, title and interest in and to the Compositions or the copyrights thereof.
User shall have the sole right to pursue any party that infringes upon the User’s Copyright or other proprietary rights in and to the Compositions and shall shoulder all expenses of prosecuting such infringement actions against third parties.

6 RESPONSIBILITY FOR WEB SITE

Media Arrow shall be solely responsible for the content of its Web Site and for assuring compliance of such site with applicable laws. Media Arrow shall hold User harmless from and against any and all claims related to the content of the Media Arrow’s Web Site.

7 MISCELLANEOUS PROVISIONS

Notices
Any notification or written communication required by or contemplated under the terms of this Agreement shall be in writing and shall deemed to be delivered if transmitted via Email at the Email addresses listed below, except for any notice of termination of this Agreement which shall be in writing and sent by Certified Mail, Return Receipt Requested and shall be deemed to have been delivered 4 business days after the date of mailing. Email addresses for such notices shall be:

If To User: User Inbox

If To Media Arrow: media@mediaarrow.com

No Assignment
Neither this Agreement nor any right, interest, duty or obligation hereunder may be assigned by the parties hereto.

Governing law
In interpreting the terms of this Agreement, the parties agree that the laws of the State of New York shall be applicable. All suits permitted to be brought in any court shall be in New York.

Entire agreement
This Agreement contains the entire agreement and understanding of the parties with respect to the subject matter hereof and supercedes and replaces all prior discussions, agreements, proposals, understandings, whether orally or in writing, between the parties related to the subject matter of this Agreement. This Agreement may be changed, modified or amended only in a written agreement that is duly executed by authorized representatives of the parties. If any provisions hereof is deemed to be illegal or unenforceable by a court of competent jurisdiction, the enforceability of effectiveness of the remainder of the Agreement shall not be effected and this Agreement shall be enforceable without reference to the unenforceable provision. No party’s waiver of any breach or accommodation to the other party shall be deemed to be a waiver of any subsequent breach.

IN WITNESS WHEREOF, the parties have executed this Agreement on the dates set forth first above, with full knowledge of its content and significance and intending to be legally bound by the terms hereof.

USER MEDIA ARROW