“SMALL ONLINE/WEDDING/CHARITY/NON-COMMERCIAL”Personal This License Agreement is made between you (“Licensee“) and LALA IN THE BOX ( “we“, “our“, or “us“). By clicking “I ACCEPT” or by downloading or using the Licensed Tracks (defined below), Licensee accepts the terms of this License. If Licensee does not agree to the terms of this License, click the “CANCEL” button and do not download or use the Licensed Tracks . Track Title(s) and Information: 1. 1. 1. 2. Who May Use this License This Licensee confirms its organization is a non-profit corporation, wedding event, charity, or small online company (less than $1000 production cost) at the time the license is entered into. If you are creating a Work for a third party, that third party should meet the same revenue criteria to qualify for this Limited Commercial Large Business License 2. Grant of License Subject to the terms of this License, Licensor hereby grants to Licensee a non-exclusive, non-transferable, worldwide, and perpetual (subject to Section 7) right and license to use all or any part of the recording and composition of the audio track(s) identified in Section 1 (collectively, the “Licensed Tracks”) in Licensee’s personal home video or slideshow described above (the “Work”) solely for personal, non-commercial use. Licensee’s use of the Licensed Tracks under the foregoing license is limited to: 2. 1. Synchronizing the Licensed Tracks with the Work; 2. 2. Editing, looping, enhancing, and/or modifying the sound recording embodied in the Licensed Tracks (or any part thereof), provided that no such change shall alter the fundamental character of the portion of the Licensed Tracks; and/or 2. 3. Distributing, reproducing, posting, or publicly performing the Work that includes the Licensed Tracks (so long as the Work has the same name and is not a completely different video) 2. 1. Permitted Purposes This license includes a perpetual right to show the project in its final form within the specified media and territories. This license is also subject to the employee size and audience size chosen during checkout, and shown on your invoice. Permitted purposes include: – Make one copy, backup or archive of the recording(s) as necessary – Use the recording(s) according to the license that was chosen – Distributing or hosting the Work online via Licensee’s website(s) and mobile applications and/or Licensee’s accounts on social media sites/platforms such as Vimeo, Facebook, and YouTube – Use the recording(s) for Non-Profit Corporation, Wedding Event, Charity or Small Online (less than $1000 production cost) at the time the license is entered into – Publicly performing the Work both internally and externally (e.g., tradeshows) – Use on your media for promotional use on DVD’s that are NOT FOR RESALE – Feel free to ask us if you have any questions about usage 3. Restrictions Licensee may not use the Licensed Tracks for any purpose except as expressly permitted in Section 2. To avoid doubt, Licensee may NOT use the Licensed Tracks in (or on) any: 3. 1. Program, production, promotion, product, service or other application other than the Work; 3. 2. Public performance of the Licensed Track separate from the Work, distribution of the Licensed Track separate from the Work (e.g., on a soundtrack album) or derivative work of the Licensed Track separate from the Work; 3. 4. Broadcast television, video games, advertisements, branded entertainment, corporate industry videos and/or radio; 3. 5. Hateful, gratuitously violent, libelous, defamatory, fraudulent, infringing, or illegal content; 3. 6. Theatrical releases; 3. 8. Political content (including, but not limited to, content that supports or opposes any government policy, government official, political action, or candidate for political office). 4. Additional Licenses If Licensee wishes to obtain a license to use the Licensed Tracks beyond those uses permitted by this License, Licensee must enter into a separate license agreement with Licensor for the Licensed Tracks (an “Additional License”). Rates for other uses are available upon request. Email firstname.lastname@example.org or call 856.383.8372 5. Credit and Attribution To give credit or attribution in the work, the following language is recommended but not required: “Licensed Track” is licensed by LALA IN THE BOX and features “Artist”. 6. Royalties LALA IN THE BOX has the right, at its election, to allow video hosting sites to run ads against video content that includes LALA IN THE BOX’s songs that have been licensed for personal use. 7. Termination This License is perpetual. However, if Licensee breaches the License, Licensor reserves the right to terminate the License immediately. 8. Intellectual Property Licensor or Licensor’s licensor(s) own the Licensed Tracks. Except as set forth in Section 2, Licensee obtains no right, title, or interest in or to the Licensed Tracks. All rights not expressly granted by Licensor to Licensee pursuant to this License are specifically reserved by Licensor. 9. Licensee’s Representations to Licensor Licensee hereby represents and warrants that it is of legal age in its jurisdiction and that it has the power, capacity and authority to enter into this License. If Licensee is entering into this License on behalf of an organization, Licensee represents and warrants that it has the authority to bind that organization, in which case “Licensee” shall mean that organization. 10. Licensor’s Representations and Warranties to Licensee Licensor hereby represents and warrants that: (a) Licensor has the power, capacity, and authority to enter into this License; and (b) Licensor has all necessary rights (including consents, authorizations, licenses, and permissions) to license the Licensed Tracks (including all rights in the musical composition and master recording) to Licensee under the terms of this License. Except as set forth in this Section 10, Licensor gives no express warranties, guaranties or conditions with respect to the Licensed Tracks. To the extent permitted under applicable law, Licensor disclaims the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. 11. Indemnification Licensee shall indemnify, defend, and hold harmless Licensor from and against any third party claims arising out of a breach of this License by Licensee. 12. Limitation of Liability LICENSOR’S MAXIMUM LIABILITY TO LICENSEE UNDER ANY CIRCUMSTANCES IS LIMITED TO THE AMOUNT OF THE FEE LICENSEE PAID FOR THE LICENSE. LICENSEE WILL NOT BE ENTITLED TO ANY OTHER DAMAGES, INCLUDING CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES, FORESEEABLE OR UNFORESEEABLE, REGARDLESS OF WHETHER LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY, BREACH OF WARRANTY, OR OTHERWISE, EVEN IF LICENSOR HAS BEEN ADVISED THE DAMAGES ARE POSSIBLE AND WITHOUT REGARD TO WHETHER APPLICATION OF THIS SECTION CAUSES ANY REMEDY TO FAIL OF ITS ESSENTIAL PURPOSE. 13. General You agree that damages for breach of this License are diﬃcult to calculate accurately because of the negative impacts on our goodwill and reputation in the marketplace and with our Artists and therefore, you and we agree to fix as liquidated damages for breach of this License, and not as a penalty, an amount equal to $25,000 USD, plus our reasonable attorney’s fees and costs, which you and we agree represent damages actually sustained by us for your breach. These liquidated damages are meant to be and are cumulative of and in addition to our other remedies and you agree they are a reasonable measure of the harm that would be suffered by Licensor in addition to any damages owed by Licensee to Artists. This License: (a) contains the entire agreement between Licensor and Licensee and supersedes any prior agreements relating to the subject matter hereof; (b) is severable; (c) may not be transferred or assigned by Licensee; (d) is binding on permitted successors and assigns; and (e) is governed by the law of the State of Washington (without regard to conflicts of law principles). Any dispute arising out of or relating to this License shall be commenced in the federal or state courts located in King County, Washington. In any such dispute, the substantially prevailing party shall be entitled to its reasonable attorneys’ fees. No modification or waiver of this License will be binding unless made in a writing signed by Licensee and one of Licensor’s duly authorized representatives. No failure by Licensor to exercise a right or remedy shall be deemed a waiver of any further right or remedy..