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BLANKET LICENSE AGREEMENT FOR SUBMISSIONS TO “HOW DO I SAY THIS?”

This License Agreement (”Agreement”) entered into by and between the submitter (”Licensor”) and How Do I Say This? (”Licensee”).

WHEREAS, Licensor owns, controls or administers the copyright to the submitted material (including, but not limited to, music compositions, video, photographs, art, and ancillary footage or materials) to be uploaded to howdoisaythis.com (the “Materials/Composition(s)”) and, when pertaining to music compositions, also owns or controls the copyright in the master recording embodying the Composition (the “Master(s)”);

WHEREAS, Licensor owns or controls the copyright to any materials (including, but not limited to, music compositions, music videos, video, photographs, art, and ancillary footage) to be uploaded to howdoisaythis.com (collectively, the “Licensed Materials”);

WHEREAS, Licensee wishes to use or record the Material(s)/Composition(s)/Master(s) in synchronization and/or timed relation as part of a series of programs tentatively entitled “How Do I Say This?” produced by or on behalf of Licensee during the Term (as defined herein) (the “Programming”); and

WHEREAS, Licensee wishes to incorporate the Material(s)/Composition(s)/Master(s) as part of the Programming during the Term.

NOW, THEREFORE it is agreed as follows:

1. For good and valuable promotional consideration, the receipt of which is hereby acknowledged, Licensor hereby grants to Licensee the non-exclusive, irrevocable right and license to (a) record and to perform the Composition(s)/Master(s) in synchronization and/or timed relation in the Programming and (b) include the Licensed Materials in the Programming. This Agreement shall cover Licensee’s unlimited usage of any such Composition(s)/Master(s) and Licensed Materials or any portions or excerpts thereof, used solely within the Programming and the advertising and promotion thereof.
2. Licensee shall have the non-exclusive right to use the Composition(s)/Master(s) and/or Licensed Materials within the Programming and to exploit the Programming in and by any and all media, methods, manner and formats now known or hereafter devised.
   1. The term (”Term”) of this license is perpetuity;
   2. The territory (”Territory”) covered by this license is the Universe;
   3. Licensee shall have the right to use and authorize others to use the name, likeness, biographical material and/or voice (as contained in the Composition(s)/Master(s), Licensed Materials and/or as provided in any materials provided by Licensor or Licensor’s representatives or else approved by any of the foregoing) of anyone who rendered services in connection with the Composition(s)/Master(s) and/or the Licensed Materials (including the name of the performing group, if applicable) in any media for the purpose of advertising, promotion or publicizing the exhibition by Licensee of the Programming, any Licensee’s partners and their respective programming services, the Licensor and/or the exploitation of the Composition(s)/Master(s) and/or Licensed Materials themselves, but not so as to constitute an endorsement of any other product or service; and
   4. Licensee shall have the right to stream audio and/or audiovisual excerpts of the Composition(s)/Master(s) and/or Licensed Materials solely on a free-to-consumer basis in any and all media now known or hereafter developed solely in connection with the Programming.
3. Licensor shall not have any right or interest in the Programming (excluding the underlying Composition(s)/Master(s) and/or Licensed Materials used in connection with the Programming) and Licensee shall have the right to advertise, promote and otherwise make use of the Programming as Licensee determines in its sole discretion and as such Licensee shall have the right to use the Composition(s)/Master(s) and/or Licensed Materials as embodied in the Programming in connection with such advertising, promotion and exploitation of the Programming in and by any and all media, methods, manner and formats now known or hereafter devised (including, without limitation, television excerpts, trailers, online and wireless).
4. Licensor also understands and agrees that this Programming is a non-guild production and there will be no residual or any other type of payment due in connection with the Composition(s)/Master(s) and/or Licensed Materials. Licensee shall be entitled to assign all or portion of the rights and licenses granted herein for the purposes of authorizing or permitting the exhibition, broadcast, transmission, reproduction or performance of the Programming, and portions thereof, and shall be entitled to assign this agreement in its entirety to any person, firm or corporation acquiring ownership of or production rights to the Programming without any payment to Licensor.
5. Licensee is under no obligation to include the Composition(s)/Master(s) and/or Licensed Materials within the Programming.
6. Licensor represents and warrants that (a) Licensor has full power and authority to enter into and fully perform this Agreement and that it owns or controls the rights in the Composition(s), Master(s) and Licensed Materials granted to Licensee herein, (b) all elements within the Composition(s), Master(s) and Licensed Materials are either original with the Licensor or are fully cleared by the Licensor, (c) Licensor’s administrative share of the Composition(s) is 100%, (d) the Composition(s), Master(s) and Licensed Material are free and clear of any liens or claims with respect to the use of such Composition(s), Master(s) and Licensed Material in the manner authorized herein, and that such use authorized herein will not give rise to any claims of infringement, invasion of privacy or publicity or claims for payment of re-use fees or residuals (any and all third party payments shall be Licensor’s responsibility) and (e) Licensor will not act in a manner or enter into any oral or written agreements inconsistent with this Agreement.
7. Licensor shall indemnify and hold harmless Licensee, its affiliates, successors, assigns and licensees from and against any and all losses, damages, liabilities, reasonable attorneys’ fees and costs, actions, suits, other claims arising out of Licensee’s exercise of such rights, or Licensor’s breach or alleged breach, in whole or in part, of the foregoing representations and warranties. Licensor shall reimburse Licensee upon demand for any payment made by Licensee at any time with respect to such losses, damages, liabilities, attorneys’ fees and costs, actions, suits or other claims to which the foregoing indemnity applies.
8. This Agreement is binding upon and shall inure to the benefit of the respective licensees, successors, and assigns of the parties hereto. This Agreement sets forth the entire understanding of the parties hereto with respect to the subject matter hereof and shall be governed by and construed in accordance with the laws of the State of California.

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