Music License Agreement

ASCAP LICENSE AGREEMENT This ASCAP LICENSE AGREEMENT (“ ”) is made and entered into as of the effective date set forth on the Key License Agreement Terms and Fee Schedule annexed hereto as (the “ ”), by and between the AMERICAN SOCIETY OF Schedule A Effective Date COMPOSERS, AUTHORS AND PUBLISHERS (“ ”), a voluntary membership association organized under the laws of the State of ASCAP New York with offices at 250 W 57th Street, New York, NY 10107, and the party identified on (“ ”) (ASCAP and Schedule A Licensee Licensee are each referred to herein as a “ ” and collectively referred to as the “ ”). Capitalized terms not otherwise defined herein Party Parties shall have the meaning ascribed them in the terms and conditions relating to the access to and use of the ASCAP website as set forth at www (the “ ”). To the extent a conflict exists between the ASCAP Terms of Use and this. ASCAP Terms of Use License Agreement, this License Agreement shall govern. Article 1. Definitions.1.1 “ ” means any individual or entity that has entered into a membership agreement with ASCAP . ASCAP Member1.2 “ ” means all copyrighted Musical Works (a) written and/or published, in whole or in part, by ASCAP Members or ASCAP Repertory by the members of any FPRO, including Musical Works written and/or published during the Term and (b) for which ASCAP controls, whether as of the Effective Date or thereafter, the non-dramatic public performance rights in the Territory, but solely to the extent such rights are or may during the Term be vested in or assigned to ASCAP by ASCAP Members or by the applicable FPRO or other rights holder(s).1.3 “ ” means the transmission of data solely using the public Internet and mobile wireless communications and data Authorized Medium networks. For purposes of this License Agreement, “Authorized Medium” shall not mean any other technical, communications or transmission protocols or platforms now known or hereafter devised, discovered or developed including, without limitation, any television (including cable and satellite), and satellite or terrestrial radio.1.4 “ ” means any end user of the Licensed Service that agrees to be bound by the Licensee Terms of Use(as hereafter Authorized User defined).1.5 “ ” means digital files, materials or content containing Musical Work(s) (which in each case may contain metadata, graphics, Content editorial or other information).1.6. “ ” means a 365-day (or 366 days in the event of a leap year) period during the Term measured from the Effective Date Contract Year or any anniversary thereof.1.7 “ ” means the date(s) identified on Schedule A on which Fees are due and payable by Licensee to ASCAP. Fee Payment Date1.8 “ ” or “ ” means any entity incorporated or otherwise legally organized outside of the Foreign Performing Rights Organization FPRO United States with which ASCAP has a written and binding agreement appointing ASCAP as an agent authorized to license and/or administer Musical Works owned or controlled by such entity to third parties on a non-exclusive basis.1.9 “ ” means the digital service owned, controlled, and operated by Licensee and identified on that makes Licensed Service Schedule A available Content to Authorized Users via the Authorized Medium solely via the Music Use Types identified on , in each case, Schedule A solely via the Licensee Platform.1.10 “ ” means (a) the Internet website owned, operated and controlled by Licensee and identified on , Licensee Platform Schedule A together with any subdomains thereof and/or (b) the software application, player, client, package or bundle identified on ( ., the Schedule A i.e ‘App’), together with all enhancements, modifications, improvements, replacements, updates or upgrades to such application, player, client, package or bundle and instances, copies and derivative works thereof (including any widget embeddable in third party web pages and applications), that is (i) owned, operated and controlled by Licensee and (ii) made available by Licensee or on behalf of Licensee by a third party using an application programming interface, software development kit, plugin, firmware or any other technology provided or otherwise certified or approved by Licensee, in each case, which is provided to Authorized Users for the sole purpose of enabling Authorized Users to access and use the Licensed Service and receive transmissions of Audio-Only Content via the Licensed Service in the Territory.1.11 " ” means any copyrightable musical composition, including any lyrics or words written to be used with such Musical Work composition.1.12 “ ” means the factors, parameters and criteria used by ASCAP to determine the fees, charges, rates and other amounts Rate Schedule payable to ASCAP for the Licensed Rights, all as set forth on Schedule B, which may be amended from time to time in ASCAP’s discretion.1.13 “ ” means the revenue and session thresholds set forth on . Service Thresholds Schedule A1.14 “ ” means the United States of America, its territories, dependencies and possessions and the Commonwealth of Puerto Rico. Territory1.15 “ ” means the online user profile and payment account accessed by Licensee via . User Account Article 2. Authority and Binding Effect2.1 . BY ENTERING INTO THIS LICENSE AGREEMENT ON BEHALF OF LICENSEE, YOU AUTHORITY; AUTHORIZATION (AS THE INDIVIDUAL ENTERING INTO AND AGREEING TO THIS LICENSE AGREEMENT) HEREBY REPRESENT AND WARRANT THAT (A) YOU HAVE THE FULL RIGHT, POWER AND AUTHORITY TO ENTER INTO THIS LICENSE AGREEMENT ON BEHALF OF LICENSEE AND TO CREATE A LEGAL, VALID AND BINDING OBLIGATION ON LICENSEE ENFORCEABLE AGAINST LICENSEE IN ACCORDANCE WITH THE TERMS AND CONDITIONS HEREOF; (B) ALL CORPORATE, ORGANIZATIONAL AND OTHER PROCEEDINGS REQUIRED TO BE TAKEN BY LICENSEE TO AUTHORIZE YOUR AGREEMENT TO, AND PERFORMANCE UNDER, THIS LICENSE AGREEMENT HAVE BEEN TAKEN AND ALL NECESSARY AUTHORIZATIONS, PERMITS, CONSENTS AND APPROVALS REQUIRED HAVE BEEN OBTAINED; AND (C) YOUR ENTERING INTO THIS LICENSE AGREEMENT ON BEHALF OF LICENSEE DOES NOT AND SHALL NOT VIOLATE ANY APPLICABLE LAW, RULE OR REGULATION OR REQUIRE ANY ADDITIONAL CONSENT OR OTHER ACTION BY ANY OTHER PERSON OR ENTITY. YOU FURTHER ACKNOWLEDGE AND AGREE THAT THIS LICENSE AGREEMENT SHALL BE, JOINTLY AND SEVERALLY, BINDING UPON AND ENFORCEABLE AGAINST YOU AND LICENSEE FOR ALL PURPOSES HERE UNDER.Digital1 (UnderThreshold) – 04052017 22.2 . ASCAP PROVIDES ITS LICENSEES WITH THE ABILITY TO ENTER INTO ELECTRONIC SIGNATURE AND CONTRACTS AGREEMENTS AND TO PURCHASE LICENSES AND OTHER SERVICES ELECTRONICALLY. BOTH YOU (AS THE INDIVIDUAL ENTERING INTO AND AGREEING TO THIS LICENSE AGREEMENT ON BEHALF OF LICENSEE) AND LICENSEE HEREBY ACKNOWLEDGE AND AGREE THAT ELECTRONIC SUBMISSIONS CONSTITUTE BOTH LICENSEE’S AND YOUR AGREEMENT AND INTENT TO BE BOUND BY SUCH AGREEMENTS AND TO PROMPTLY PAY FOR ALL FEES AND OTHER APPLICABLE AMOUNTS PAYABLE. SUCH AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO (A) ALL TRANSACTIONS ENTERED INTO BY YOU OR LICENSEE IN CONNECTION WITH ASCAP, INCLUDING IN CONNECTION WITH THIS LICENSE AGREEMENT, AND (B) OTHER COMMUNICATIONS ASCAP PROVIDES TO YOU ELECTRONICALLY (WHETHER BY POSTING ON ASCAP’S INTERNET PLATFORMS OR OTHERWISE), INCLUDING (TO THE FULL EXTENT ALLOWED BY LAW) NOTICES, DISCLOSURES, POLICIES, CONTRACTS, AMENDMENTS, PRICES CHANGES AND OTHERWISE, AND BOTH YOU AND LICENSEE AGREE THAT SUCH ELECTRONIC RECORDS AND COMMUNICATIONS SATISFY ANY LEGAL REQUIREMENT THAT SAME BE IN WRITING. ACCORDINGLY, YOU AND LICENSEE SHOULD MAINTAIN COPIES OF ELECTRONIC COMMUNICATIONS BY PRINTING A PAPER COPY OR SAVING AN ELECTRONIC COPY. Article 3. .License Grant3.1 . Subject to the terms and conditions of this License Agreement, ASCAP hereby grants to Licensee, and Licensee Scope of License hereby accepts, a non-exclusive, non-transferable, non-assignable, non-sublicensable right and license, solely during the Term, to make non-dramatic public performances of Musical Works contained in the ASCAP Repertory in the Territory solely via the Authorized Medium on and through the Licensed Service for Authorized Users’ personal use (“ ”). Licensed Rights3.2 . Nothing in this License Agreement shall be construed to authorize Licensee to perform publicly the Limitations on Licensee Rights ASCAP Repertory (or any part thereof) in connection with or via any websites, software applications, systems, platforms, devices, products and/or services other than the Licensed Service as specifically permitted herein without the prior consent or license from ASCAP, which may be withheld in ASCAP’s sole discretion, whether or not any such software applications, systems, platforms, products, devices or services are owned, operated, distributed, maintained and/or managed by or on behalf of Licensee or any of its affiliates. Further, this License Agreement does not authorize Licensee to make the ASCAP Repertory (or any part thereof) available on any websites, software applications, systems, platforms, products or services owned, controlled or operated by any third party for which Licensee solely provides hosting, content delivery or other distribution services.3.3 . The Licensed Rights are limited to non-dramatic performances of the Musical Works License Limited to Non-Dramatic Performances in the ASCAP Repertory. This License Agreement does not authorize the dramatic performances of any Musical Work in the ASCAP Repertory, nor does it authorize the public performance of any opera, operetta, musical comedy, play with music, revue, ballet or like production or performance, in whole or in part; provided, however that this license does authorize the public performance of Musical Works embodied on albums constituting the audio soundtracks of operas, operettas, musical comedies, plays or like productions.3.4 . Except for the limited rights and licenses granted to Licensee pursuant to this License Agreement and subject to Reservation of Rights the applicable obligations and restrictions set forth herein, nothing shall be construed to restrict, impair, encumber, alter, deprive or adversely affect the ASCAP Repertory or any of ASCAP’s rights or interests therein or any other ASCAP intellectual property, brands, information, content, processes, methodologies, products, goods, services, materials or rights, tangible or intangible. Article 4. . Additional Terms and Conditions4.1 . and set forth certain terms and conditions, including without limitation, the Schedules to License Agreement Schedule A Schedule B Service Thresholds, applicable Fees, additional definitions, and other business and legal terms applicable to Licensee’s license of the right to publicly perform the ASCAP Repertory. In the event of any conflict between the terms and conditions of this License Agreement and and/or , the terms and conditions of this License Agreement shall control to the extent necessary to resolve any such Schedule A Schedule B conflict.4.2 . Licensee acknowledges that the Fees and scope of the Licensed Rights herein were determined by ASCAP, in Eligibility Requirements whole or in part, based on the factors, functionality and other information provided by Licensee with respect to the Licensed Service, including, without limitation, Licensee’s description of the Licensed Service and the Service Thresholds, as set forth on (the “ Schedule A ”). Licensee shall promptly provide ASCAP with written notice of any change in the Eligibility Requirements and Eligibility Requirements shall, at such time, furnish to ASCAP all requested information and certify that all information so provided is true and correct. In the event of any change to the Eligibility Requirements, ASCAP reserves the right to make adjustments to the Fees as required, upon notice to Licensee. Upon any change in the Eligibility Requirements resulting in an increase in the applicable Fees, Licensee agrees to pay ASCAP the increased Fees, effective as of the initial date of such change, whether or not written notice of such change has been provided pursuant to the terms and conditions hereof. Article 5 . Restrictions and Conditions5.1 . In no event shall Licensee sublicense, transfer, convey or assign this License Agreement and/or No Right to Sublicense or Redistribute the rights granted to Licensee herein or otherwise license others, including any affiliate of Licensee, the right to perform publicly or redistribute in any way any Musical Work in the ASCAP Repertory. Nothing in this License Agreement shall be (a) construed to authorize Licensee to grant to any venue including, but not limited to, bars, restaurants, taverns, hotels, retail establishments, and other similar businesses or establishments, any right to perform publicly any of the ASCAP Repertory licensed under this License Agreement or (b) deemed to grant to any party other than Licensee any right to perform publicly by any means, method or process whatsoever, any Musical Work in the ASCAP Repertory licensed pursuant to this License Agreement including any transmission, re-transmission, or further transmission of any of those Musical Works, by any means, method or process whatsoever including, but not limited to, any websites, software applications, systems, platforms, devices, products or services owned or controlled by such third party.5.2 . Nothing in this License Agreement shall be construed to grant to Licensee, or any third No Right to Reproduce, Copy or Distribute party, any right to reproduce, copy or distribute by any means, method or process whatsoever, any Musical Works (or any part thereof) that are included in the ASCAP Repertory licensed under this License Agreement.5.3 Nothing in this License Agreement shall be construed to grant to Licensee, or to authorize Licensee to No Sound Recording Rights. grant to any of its affiliates or any third party, the right to reproduce, copy, distribute or perform publicly by any means, method or process whatsoever, any sound recording embodying any Musical Works (or any part thereof) that are included in the ASCAP Repertory licensed under this License Agreement.5.4 Prior to the access to or use of the Licensed Service by any Authorized User, Licensee shall Compliance with Licensee Terms of Use. ensure that such Authorized User agrees to be bound by Licensee’s terms and conditions relating to the access to and use of the LicensedDigital1 (UnderThreshold) – 04052017 3Service (the “Licensee Terms of Use”) whether tacitly through their access to and use of the Licensed Service or by affirmatively manifesting their intent to be bound by the same. The Licensee Terms of Use shall, at a minimum contain terms and conditions that govern the permitted use of Audio-Only Content on and through the Licensed Service including, but not limited to, the ASCAP Repertory, which shall be consistent with the rights granted and restrictions set forth in this License Agreement with respect thereto. Licensee shall use all commercially reasonable efforts to ensure that each Authorized User complies with the Licensee Terms of Use and shall promptly take appropriate action against any Authorized User who violates the Licensee Terms of Use, which may include terminating or restricting such Authorized User’s right to access or use the Licensed Service or initiating legal action. Notwithstanding the foregoing, ASCAP reserves all of its rights and remedies under law and equity against any party, whether or not an Authorized User, who is connected to any activity that infringes any of ASCAP’s rights in and to the ASCAP Repertory.5.5 . Licensee shall ensure that at all times during the Term (a) the Licensed Service and the public Hosting and Authentication performance of Musical Works in the ASCAP Repertory in connection therewith shall be controlled, operated, hosted and served solely by Licensee and (b) all access to and use of the Licensed Service by Authorized Users shall, at all times, be authenticated and verified solely by Licensee.5.6 Except as otherwise expressly provided for herein or specifically approved by ASCAP on a case-by-case basis, Stand-Alone Offering. in its sole discretion, Licensee shall at all times sell, market, promote, distribute, transmit or otherwise make available the Licensed Service as a stand-alone service and shall not sell, market, promote, distribute, transmit or otherwise make available the Licensed Service (or any part thereof), directly or indirectly, as part of a bundled package or offering with other products and/or services.5.7 Licensee shall use address and/or credit card verification systems (which systems may include, without limitation, Geo-Filtering. geo-filtering and/or time-zone filtering technology, reverse IP address look-up, etc.) intended to verify that Authorized Users accessing the ASCAP Repertory through the Licensed Service are in fact located within, and/or have a billing address in, the Territory. Article 6. . Payment Requirements and Terms6.1 . In consideration of the rights granted in this License Agreement, for each Contract Year during the Term, Licensee Payment of Fees shall pay the amounts determined by applying Licensee’s Service Thresholds to the Rate Schedule applicable at the commencement of the Contract Year (the “Fees”). The Fees for the first Contract Year of the Term are set forth on . Schedule A ASCAP shall provide Licensee with the Rate Schedule applicable to each subsequent calendar year prior to the commencement of such calendar year, provided that in the event the fees and charges set forth on such Rate Schedule exceed the corresponding fees and charges set forth in the then-current Rate Schedule by an amount greater than the increase in the Consumer Price Index-All Urban Consumers (CPI-U) during the twelve-month period concluding in the October of the then-current calendar year, ASCAP shall provide Licensee with such Rate Schedule at least 45 days Subject to the terms and conditions of this License Agreement and the ASCAP prior to the commencement of the applicable calendar year. Terms of Use, Licensee shall pay to ASCAP the Fees, or any applicable portion there of payable pursuant to the Payment Plan set forth on the Key Terms/Fee Schedule (an “ )(including all applicable taxes and levies as described below) on the Fee Payment Installment Payment” Date(s) as set forth on using the payment method associated with Licensee’s User Account (the “ ). If Schedule A Payment Preferences” payment is not promptly received by ASCAP, Licensee agrees to promptly pay all amounts due upon demand by ASCAP, together with a late payment charge equal to one and one half percent (1.5%) per month, or the maximum rate permitted by law, whichever is less, calculated from the date such payments were due.6.2 . If Licensee has selected or enrolled in ASCAP’s Autopay feature, then unless and until Autopay; Recurring/Automatic Billing Licensee cancels or disables the Autopay feature in Licensee’s account profile available at or by calling ASCAP at the telephone number provided Licensee for that purpose, Licensee acknowledges and agrees that ASCAP may automatically charge Licensee on each Fee Payment Date (or in the event any Fee Payment Date is not a business day, the first business day thereafter) the applicable Fees for the continued right to use the Licensed Rights and Licensee hereby agrees to pay such Fees which may be billed via the payment card that Licensee has provided to ASCAP and associated with Licensee’s User Account. The Fees charged will be the same as those charged on the immediately preceding Fee Payment Date (or, in the event of the first Fee Payment Date, the same as those set forth on ), unless subject to increase as permitted and described in this License Agreement. Schedule AASCAP will notify Licensee in advance of each Fee Payment Date and the amount that will be charged to Licensee’s payment card account and Licensee is solely responsible for ensuring that Licensee’s user profile and payment card account information is accurate, complete and up to date. You (as the individual entering into and agreeing to this License Agreement) acknowledge and understand that your authorization to use the Autopay feature to pay the Fees on an automatic, recurring basis is entirely optional and not required to maintain Licensee’s account or license with ASCAP. However, if ASCAP is not able to secure payment of the applicable Fees from Licensee’s designated credit, charge or debit card payment account for the payments required, due to, but not limited to, inaccurate information, expired card account or insufficient or uncollected funds in the debit account provided by Licensee, ASCAP may discontinue processing the recurring charges and cancel Licensee’s enrollment in the Autopay feature. Cancelling or disabling the Autopay feature for any reason shall not and does not relieve Licensee of the obligation to make required Fee or other payments under this Agreement. Licensee may disable the Autopay automatic billing feature at any time, by modifying its Payment Preferences in the Licensee User Account profile at or by calling ASCAP at the telephone number provided to Licensee for that purpose. THE AVOIDANCE OF DOUBT, ASCAP MAY CONTINUE TO BILL LICENSEE’S PAYMENT CARD ACCOUNT, THE APPLICABLE FEES EACH AND EVERY FEE PAYMENT DATE OF THIS LICENSE AGREEMENT UNTIL LICENSEE DIRECTS ASCAP TO STOP AS PROVIDED ABOVE; , HOWEVER, THAT ASCAP SHALL HAVE NO OBLIGATION TO PROVIDED AUTOMATICALLY BILL LICENSEE FOR THE APPLICABLE FEES VIA RECURRING OR AUTOMATIC BILLING, AND LICENSEE SHALL BE REQUIRED TO PAY ALL AMOUNTS DUE BY THE REQUIRED DATES. IN THE EVENT THAT ASCAP IS UNABLE TO OBTAIN THE REQUIRED FEES, ASCAP RESERVES THE RIGHT TO IMMEDIATELY TERMINATE THIS LICENSE AGREEMENT, WITHOUT NOTICE OR OTHER OBLIGATION OR LIABILITY TO LICENSEE OR ANY THIRD PARTY.6.3 . Licensee shall be responsible for any taxes and/or levies imposed on any transactions conducted by it and any applicable taxes Taxes or levies may be added to the amount charged for the applicable transaction. Applicable taxes may include sales tax, use tax and other applicable taxes, which may be based on various factors, including the bill-to address and tax rates in effect at the time Licensee’s transaction is completed. Further, in the event that Licensee’s payment of Fees under this License Agreement causes ASCAP to incur any liability to pay a gross receipts, sales, use, business use or other tax which is based on the amount of ASCAP's receipts from Licensee, the number of licensees of ASCAP, or any similar measure of ASCAP's activities, Licensee agrees to pay to ASCAP the full amount of such tax, provided that ASCAP is permitted by law to pass through such tax to its licensees. No tax exemptions are permitted for transactions made on .www.ASCAP.com6.4 . Except as otherwise expressly agreed by ASCAP, all Fees are final and nonrefundable and ASCAP shall in no No Refunds or Credits event provide any refunds, reimbursements or credits of any kind for any reason, including in connection with any early termination of this License Agreement, partial or unused services or Licensed Rights, or any other product or service, in whole or in part. The Fees are based upon the total value attributable solely to the interests in and to the Musical Works included in the ASCAP Repertory that are owned and/orDigital1 (UnderThreshold) – 04052017 4

Controlled by ASCAP Members and specifically exclude the value of any rights and interests in such Musical Works that are owned and/or controlled by any other third party rights holder, including Broadcast Music, Inc., SESAC Inc. and Global Music Rights. Licensee agrees that neither ASCAP nor any ASCAP Member shall be required to account to any third-party rights holder in any Musical Work in the ASCAP Repertory for the rights granted to Licensee, and as between ASCAP and Licensee, Licensee shall be responsible for any such accounting.6.5 . During the Term, and for a period of three years thereafter: (a) Licensee shall maintain and keep complete and accurate records Audit in accordance with generally accepted accounting principles consistently applied and sufficient to verify compliance with Licensee’s obligations hereunder; and (b) ASCAP shall have the right, by its authorized representatives and/or third party designees, at any time during customary business hours, and upon 30 days written notice, to examine the books and records of account of Licensee to verify the Eligibility Requirements and any other information provided by Licensee. In the event any such audit shows Licensee to have underpaid the Fees, Licensee shall pay a finance charge on the additional Fees due of one and one half percent (1.5%) per month, or the maximum rate permitted by law, whichever is less, from the date(s) the additional Fees were due, and, if the underpayment is five percent (5%) or more of the total amount due for the period in question, then Licensee shall also reimburse ASCAP for ASCAP’s reasonable costs actually incurred as a result of the audit.Article 7. . Term and Termination7.1 . This License Agreement shall commence on the Effective Date set forth on and shall continue thereafter for a Term Schedule A period of five years, unless earlier terminated in accordance with the terms and conditions set forth herein (the “ ”). Thereafter, Initial Term this License Agreement shall automatically renew for additional, successive five-year periods (each, a “ ”), unless either Party Renewal Term provides the other with written notice of termination at least 30 days prior to the expiration of the Initial Term (or any Renewal Term, as applicable) (the Initial Term and each Renewal Term shall be collectively referred to herein as the“ ”). Term7.2. . In the event that the fees and charges set forth on a Rate Schedule for any applicable calendar year exceed Termination by Licensee the corresponding fees and charges set forth in the then-current Rate Schedule by ten or more percent, Licensee may terminate this Licensee Agreement effective as of the end of the then-current Contract Year by providing notice to ASCAP at least 30 days before the end of the then-current Contract Year. In addition, subject to and without limiting the terms and conditions of , Licensee may immediately Section 6.4 terminate this License Agreement upon notice to ASCAP in the event that Licensee discontinues the public performance of all music via the Licensed Service for a period of no less than 30 consecutive days.7.3 . If Licensee breaches any provision, term or condition of this License Agreement, ASCAP may (reserving Termination for Breach cumulatively all other remedies and rights pursuant to this License Agreement and in law and in equity) immediately terminate this License Agreement, in whole or in part, by providing at least 30 days’ notice to Licensee; , however, that such termination shall not be provided effective if Licensee’s breach has been cured prior to the expiration of such 30-day period.7.4 . ASCAP may immediately terminate this License Agreement in the event that Licensee (a) admits in Termination for Insolvency writing its inability to pay its debts as they become due, fails to satisfy any enforceable, final and material judgment against it, or otherwise ceases operations of its business in the ordinary course, (b) is adjudicated bankrupt or becomes insolvent, (c) winds up or liquidates its business voluntarily or otherwise, (d) applies for, consents to or suffers the appointment of, or the taking of possession of by, a receiver, custodian, assignee, trustee, liquidator or similar fiduciary of itself or of all or any substantial portion of its assets, (e) makes a general assignment for the benefit of creditors other than in the ordinary course of financing its ongoing operations, (f) commences a voluntary case under any state or federal bankruptcy laws (as now or hereafter in effect), (g) files a petition seeking to take advantage of any other law providing for the relief of debtors, (h) acquiesces to, or fails to have dismissed, within 30 days, any petition filed against it in any involuntary case pursuant to such bankruptcy laws or (i) takes any action for the purpose of effecting any of the foregoing.7.5 . ASCAP may terminate this License Agreement, in whole or in part, immediately upon notice to Termination for Change of Control Licensee in the event Licensee undergoes a change in control where control is acquired, directly or indirectly, in a single transaction or series of related transactions, or all or substantially all of Licensee’s assets are acquired, by any entity, or company is merged with or into another entity to form a new entity. Licensee shall notify ASCAP of a change of control immediately upon any such change of control. In the event that ASCAP terminates this License Agreement solely pursuant to this , as of the effective date of such termination, Licensee Section 7.5 shall be deemed to have applied to ASCAP for a license, pursuant to Section IX of the Second Amended Final Judgment entered in United to perform publicly in the Territory, the Musical Works in the ASCAP Repertory via the Licensed Service.States v. ASCAP 7.6 Except as otherwise set forth in , upon any termination or expiration of this License Agreement for Effect of Termination. Section 7.5 any reason, all rights and licenses granted by ASCAP to Licensee herein shall immediately terminate.Article 8. . Representations and Warranties Licensee represents, warrants and covenants that: (a) all information provided by it in connection with this License Agreement, including the Eligibility Requirements, is true and correct and (b) during the Initial Term and each Renewal Term, if any, Licensee does not reasonably expect the Licensed Service to exceed the Service Thresholds set forth on . Schedule A Article 9. . Indemnification; Limitation of Liability Licensee agrees to defend and handle at its own cost and expense any claim or action against ASCAP, its affiliates9.1. Indemnification. and the ASCAP Members, and each of their respective officers, directors, employees, representatives and agents (each an “ASCAP ”) based upon or in connection with (a) any actual or alleged breach of Licensee’s representations, warranties and covenantsIndemnitee contained in this License Agreement and (b) the Licensed Service, but specifically excluding any claim or action caused by or based upon Licensee’s use of the ASCAP Repertory as specifically permitted pursuant to this License Agreement. Licensee agrees to indemnify and hold the ASCAP Indemnitees harmless from and against any and all liabilities, losses, damages, costs and expenses (including reasonable attorneys’ fees) associated with any such claim or action. Licensee shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise; , , that (i) that no settlement or compromise affecting the financial or legal provided however obligations of any ASCAP Indemnitee shall be entered into or agreed to without the applicable ASCAP Indemnitee’s prior written approval and unless such settlement contains an unconditional release by the claimant or the plaintiff of the ASCAP Indemnitee, its officers, directors, employees, representatives and agents from all liability in respect of such claim or action and (ii) each ASCAP Indemnitee has the right to participate, at its own expense, in the defense and/or settlement of any such claim or action in order to protect its own interests. . THE MUSICAL WORKS IN THE ASCAP REPERTORY AND ALL OTHER PRODUCTS,SERVICES AND9.2. DISCLAIMER RIGHTS PROVIDED OR OTHERWISE MADE AVAILABLE BY OR ON BEHALF OF ASCAP ARE BEING PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT GUARANTEE, REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING AS TO THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, SATISFACTORY QUALITY, QUIET ENJOYMENT, OR ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE, AND ASCAP HEREBY EXPRESSLYDigital1 (UnderThreshold) – 04052017 5

Article 10. . Notices All notices and other communications required or permitted pursuant to this License Agreement shall be in writing and transmitted via email to the applicable Party at the addresses set forth on , unless, by notice, a Party changes or supplements Schedule A the addressee and addresses for giving notice; provided, however, that ASCAP shall also have the right to provide notice and other communications to Licensee hereunder in writing that are delivered personally, mailed via certified mail, postage prepaid, or via a nationally recognized overnight courier. All notices shall be deemed given on the date personally delivered, when placed in the mail as specified above or when transmitted via email.
Article 11. .Arbitration Any dispute arising out of or related to this License Agreement shall be subject to final binding arbitration between the Parties as provided herein. The arbitration shall be conducted pursuant to the JAMS Comprehensive Arbitration Rules and Procedures in effect at the time the request for arbitration is made (the “Arbitration Rules”), and in accordance with the Expedited Procedures in those Arbitration Rules, including Rules 16.1 and 16.2 of those Arbitration Rules, except as modified herein. The arbitration shall take place in New York, New York before a single neutral arbitrator (the “Arbitrator”) selected in accordance with the Arbitration Rules. Each Party shall pay its own costs and expenses for the arbitration, with the cost of the Arbitrator to be divided equally between the Parties. Any award or decision in arbitration shall be final and binding upon the Parties and shall be enforceable by judgment of any court of competent jurisdiction. The Parties further agree to the exclusive jurisdiction of the state courts in New York, New York, for purposes of any pre-arbitral injunctive relief, including any application for a preliminary injunction or order compelling arbitration, and waive any objection to laying venue in any such action or proceeding in such courts, or that such courts are an inconvenient forum or do not have jurisdiction over such Party. Neither the Parties nor the arbitrators may publicly disclose the existence, content or results of any arbitration hereunder without the prior written consent of both Parties.
Article 12. . Miscellaneous This License Agreement shall be binding upon and inure to the benefit of the Parties and their permitted successors and assigns, except that Licensee shall not be permitted to assign, convey, transfer or subcontract this License Agreement or any of its rights or obligations hereunder, in whole or in part, without ASCAP’s prior written consent (which may be withheld in ASCAP’s sole and absolute discretion) and any purported assignment without such consent shall be void and of no force and effect. Each Party is ab initio an independent contractor and neither Party’s personnel are employees or agents of the other Party for federal, state or other tax purposes or any other purposes whatsoever. Personnel of one Party have no authority to make representations, commitments, bind or enter into contracts on behalf of or otherwise obligate the other Party in any manner whatsoever. Nothing in this License Agreement shall be construed or deemed to constitute, create, give effect to or otherwise recognize a joint venture, partnership, business entity of any kind, nor constitute one Party an agent of the other Party. There are no third party beneficiaries, actual or intended, pursuant to this License Agreement. This Agreement shall be governed by the law of the State of New York and you irrevocably submit to the jurisdiction of the courts of New York State, situated in the City, County and State of New York. Except as specifically set forth herein, all consents, requests and approvals to be given under this Agreement shall be in writing and not be unreasonably withheld. If any provision of this Agreement is held to be invalid, the remaining provisions hereof shall remain in full force and effect. This Agreement constitutes the entire agreement between you and ASCAP and supersedes any prior agreements, written or oral with respect to the subject matter hereof. The provisions of , , Section 3.4 Section 6.4 , , , , , and this shall survive the cancellation, expiration orSection 6.5 Section 7.6 Article 8 Article 9 Article 10 Article 11 Article 12 termination of this License Agreement.Digital1 (UnderThreshold) – 04052017 6