| 1. Definitions:
a. "Songs" : ____________________ b. "Links" : ____________________ c. "Artist" : ____________________ |
| 2. Rights Granted: By submitting this form Licensor hereby grants OtherWorld the following:
a. The irrevocable non-exclusive right to download the Songs herein from the Links via Internet connection for possible inclusion in the podcast entitled "Cush:Things I Say" ("Podcast"). b. The irrevocable non-exclusive license to stream the audio portion of Songs in whole or part in synchronization with one or more episodes of Podcast via the Internet. c. The irrevocable non-exclusive license to use any portion of Songs to promote Podcast, limited to any such episodes of Podcast which embody Songs or any portion thereof. d. The irrevocable non-exclusive license to use Artist name and likeness, logo or other artwork provided by Licensor in synchronization with Podcast and/or promotion thereof. |
| 3. Term: The Term of the Agreement shall commence on the date hereof and continue in perpetuity. |
| 4. Territory: The Territory of the Agreement shall be the Universe. |
| 5. Compensation: Good and valuable consideration, the receipt of which is hereby acknowledged. |
| 6. Warranty: Licensor represents and warrants that it is free to enter into this Agreement, has the full right, power and authority to do so and to perform this Agreement without the consent of any third party and will not do or permit any act which will interfere with or derogate from the full performance of OtherWorld's exercise of the rights herein granted. OtherWorld warrants and represents that it is free to enter into this Agreement, has the full power and authority to do so and to perform its obligations hereunder. OtherWorld further warrants that the making of this Agreement by OtherWorld does not violate any agreement, right, or obligation existing between OtherWorld and any other person, firm, or corporation. |
| 7. Indemnity: Licensor shall indemnify and hold OtherWorld, its affiliates, successors, assigns, and licensees harmless from and against any and all claims, liabilities, costs, losses, expenses (including reasonable attorneyÃs fees and legal costs), or damages arising out of any breach or alleged breach of this Agreement or any warranties, representations, or agreements made by Licensor contained herein. |
| 8. Assignment: OtherWorld shall have the right to assign freely this Agreement and/or any of OtherWorld's rights hereunder to any person, firm corporation or entity at its sole discretion. |
| 9. Notices: All notices to be given by either party hereunder shall be in writing and shall be delivered by hand or by United States certified mail, postage prepaid, return receipt requested, to the address of each party as first set forth above until notice of a new address shall be duly given. |
| 10. Entire Agreement: This Agreement fully supersedes any and all prior agreements or understanding between the parties hereto or any of their respective affiliates with respect to the subject matter hereof, and no change in, modification of or addition, amendment or supplement to this Agreement shall be valid unless set forth in writing and signed and dated by both parties hereto subsequent to the execution of this Agreement. |
| 11. Governing Law: This Agreement shall be governed by the laws of the state of California and the United States of America applicable to contracts made and performed entirely in California and where the relevant contacts are with such state shall govern (a) the validity and interpretation of this Agreement, (b) the performance by the parties of their respective obligations hereunder, and (c) all other causes of action arising out of or relating to this Agreement or the termination of this Agreement. |