License Agreement

Radioactive ("Licensor") for valuable consideration and in accordance with the terms herein grants to the Licensee ("Licensee") a license for non-exclusive use of audio production sound effects and music ("Library").

1. Licensee shall have the worldwide, non-exclusive, non-assignable, non-divisible right for the unlimited use of the Library 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:
   
   
   1. The Library 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 party without the express prior written permission of Licensor.
      
      
   2. Any Production by Licensee containing the Library, in whole or part, must have affixed a copyright notice substantially in the following form: "© (year) (Licensee). All Rights Reserved. No Unauthorized Duplication Permitted."
      
      
   3. Licensee must obtain the prior written consent of Licensor if Licensee intends to reproduce and re-package the Library with additional recorded instrumentation and/or vocals and release it as part of a commercially available audio or visual release when the Library is a featured part of such project rather than an incidental or background element. Licensee must obtain prior written permission from Licensor if Licensee intends to add lyrics to the Library.
      
      
   4. Use of the Library in theatrical motion pictures, made-for-television movies, full length direct to video motion pictures, national radio or television commercials, or any production that is distributed by radio or television in multiple markets requires additional licensure from Licensor.
      
      
   5. Licensee must obtain an additional license from Licensor if Licensee intends to use the Library in a mass produced and marketed product that exceeds an initial duplication of 50,000 units including downloads.
   
   
   
2. Licensee shall have the worldwide, non-exclusive, non-assignable, non-divisible right to perform the Library 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 that prevents the Library from being used by unauthorized parties) when the Library is combined with other audio and/or visual elements added by Licensee and where the Library is not a featured part of any such presentation but rather an incidental or background element.
   
   
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 Licensor.
   
   
4. In the event Licensee breaches the terms of this license, Licensor shall have the right to terminate this License immediately upon written notice to Licensee. Any former or subsequent unauthorized use of the Library by Licensee will constitute an infringement of the rights of Licensor, including but not limited to Licensor's copyrights in the Library. In such event, all rights granted to Licensee by this License shall terminate and Licensee shall return to Licensor at Licensee's expense the Library furnished to Licensee by Licensor. In addition, Licensor 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 Licensor, which the parties agree will suffice to permit the award of attorneys' fees and damages according to the provisions of the Copyright Act.
   
   
6. While the Licensee acquires the physical property embodying the Library on audio compact disc or audio files and the license to use the Library as described in herein, the Licensee does not acquire any ownership rights in the Library or its underlying copyrights.
   
   
7. Licensee agrees to defend, indemnify and hold Licensor 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, paid or incurred by Licensee by reason of any use or exploitation of the Library.
   
   
8. This Agreement shall be governed by and construed in accordance with the law of the state of Texas. Any action hereunder shall be duly filed within the jurisdiction of the County of Dallas, State of Texas.
   
   
9. 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.
   
   
10. 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.
    
    
11. The term of this Agreement shall be 99 years.
    
    
12. This Agreement shall be deemed effected electronically upon acceptance by Licensee of the Library on compact disc or by electronic download. Thereafter this Agreement shall be deemed effective and binding upon the parties at all times that the Library is used by Licensee.