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PLEASE READ THE TERMS AND CONDITIONS OF THIS AUDIO AUDITING MEDIAMARK / MUSICMARK USER LICENSE AGREEMENT ("LICENSE AGREEMENT") CAREFULLY BEFORE PROCEEDING TO OPEN YOUR AUDIO AUDITING MEDIAMARK / MUSICMARK USER PROFILE. THE SOFTWARE AND GRAPHIC AND WRITTEN MATERIALS WHICH MAKE UP THE AUDIO AUDITING MEDIAMARK / MUSICMARK PORTAL ARE COPYRIGHTED BY AUDIO AUDITING AFRICA (PTY) Ltd ("AUDIO AUDITING") AND LICENSED, NOT SOLD, TO YOU ("LICENSEE"). BY PROCEEDING TO CREATE AN AUDIO AUDITING MEDIAMARK / MUSICMARK USER PROFILE, LICENSEE ACKNOWLEDGES THAT LICENSEE HAS READ THIS LICENSE AGREEMENT AND AGREES TO BE BOUND BY ITS TERMS.

IF LICENSEE AGREES TO THE TERMS OF THIS LICENSE AGREEMENT, LICENSEE MAY CLICK ON THE "I accept the License Agreement" BUTTON BELOW, AND PROCEED TO CREATE AN AUDIO AUDITING MEDIAMARK / MUSICMARK USER PROFILE.

IF LICENSEE DOES NOT AGREE TO THE TERMS OF THIS LICENSE AGREEMENT, LICENSEE MAY CONTACT AUDIO AUDITING AT 2nd FLOOR, LANCASTER GATE, HYDE PARK LANE, cnr JANSMUTS & WILLIAM NICOL DRIVE, HYDE PARK, JOHANNESBURG, SOUTH AFRICA OR AT info@audioauditing.com IN ORDER TO OBTAIN FURTHER INFORMATION ABOUT THE LICENSE AGREEMENT.

1. Grant of License. Access to, and use of, the Audio Auditing MediaMark / MusicMark Portal is licensed, not sold, to Licensee by Audio Auditing pursuant to the terms of this License Agreement. Subject to the terms of this License Agreement:

(a) Audio Auditing hereby grants to Licensee a non-exclusive, non-transferable right to access, use, display, run, or otherwise interact with the Audio Auditing MediaMark / MusicMark Portal.

(b) As partial consideration for the license granted by Audio Auditing here-under, Licensee hereby: (i) represents that all Content Data and Cue Sheet Data provided by Licensee is accurate; (ii) represents that all Content Data and Cue Sheet Data provided by Licensee fully and accurately identifies any and all Stake holders in any Content Encoded here-under; and (iii) grants to Audio Auditing a perpetual, royalty-free, fully-paid, non-exclusive, irrevocable, worldwide right and license to copy, reproduce, store, make compilations and derivative works of, distribute, sub-license, display and otherwise use any Content Data and Cue Sheet Data provided by Licensee.

(c) As partial consideration for the license granted by Audio Auditing here-under, Licensee agrees to treat as Proprietary Information: (i) the Audio Auditing Audio Watermark Encoder for Audio Auditing MediaMark / MusicMark, and any updates thereto; and (ii) all material terms and conditions of this License Agreement. Licensee also explicitly represents that Licensee is complying with all applicable federal, state, and local laws in using the Audio Auditing Audio Watermark Encoder for Audio Auditing MediaMark / MusicMark to Encode Content. Licensee represents that such Encoding is done on behalf of, and at the prior request of and with the full prior authorisation of all Stake holders and potential Stake holders in such Content. Licensee agrees to defend, indemnify and hold harmless Audio Auditing and its directors, officers, employees, representatives and agents, to the fullest extent permitted by law, from and against any liability, loss, damage, suit, demand, claim, cost, judgment, award, assessment, interest, penalty or expenses (including, without limitation, reasonable attorney's fees) arising out of or in connection with any third party claim: (i) made by any Stake holder regarding or in connection with the Encoding of Content, such as, but not limited to, the unauthorised reproduction, copying, modification, or use of such Content; (ii) regarding or in connection with any breach of this License Agreement by Licensee; or (iii) regarding or in connection with the provision to Audio Auditing of any Content Data or Cue Sheet Data. In addition, Licensee represents and warrants that: (i) Licensee has the full right, power, and authority to enter into this License Agreement on behalf of Licensee and perform the acts required of Licensee here-under; and (ii) when Licensee clicks on the "Agree" button, this License Agreement will constitute a legal, valid, and binding obligation of Licensee, enforceable against Licensee in accordance with its terms.

2. Term; Termination. This License Agreement shall begin on the date that Licensee accepts it by clicking on the "I accept the License Agreement" button below, and continues until terminated by either party in accordance with the terms and conditions herein. Audio Auditing may terminate this license without cause upon 30 days' notice to Licensee. Without prejudice to any other rights, Audio Auditing may immediately terminate this License Agreement if Licensee breaches any term or condition of this License Agreement. Upon any expiration or termination of this Agreement, the following shall occur: (a) all licenses granted and all rights and obligations of each party to the other party shall terminate, except as otherwise set forth herein; and (b) Paragraphs 1(b), 1(c), 3, 4, 5, 6, 7, 8, 9, 10, 11, 12 and 13 shall survive any termination or expiration of this License Agreement.

3. Ownership. All rights, title, and interests in and to the Audio Auditing MediaMark / MusicMark Portal, and the terms and conditions of this License Agreement, are Proprietary Information owned exclusively by Audio Auditing, and are protected by world-wide intellectual property laws and international treaty provisions. All intellectual property rights in and to the Audio Auditing MediaMark / MusicMark Portal are owned exclusively by Audio Auditing.

4. Reservation of Rights. All rights not expressly granted herein are reserved by Audio Auditing, including without limitation, all copyright, patent and trademark rights. No reproductions or derivative works of the intellectual property included in the Audio Auditing MediaMark / MusicMark Portal, or incorporated by reference therein, may be made by Licensee without a duly written and signed agreement between Licensee and Audio Auditing. This includes the use or reproduction of any and all of Audio Auditing's registered or trademarked names and logos, including those for MediaMark / MusicMark and Audio Auditing.

5. Engineering. Licensee hereby agrees: (a) not to modify, disassemble, decompile or reverse engineer, or otherwise attempt to learn the source code of the Audio Auditing MediaMark / MusicMark Portal; and (b) not to make the Audio Auditing MediaMark / MusicMark Portal available to any employees, agents or principals who are not directly involved in the licensed use of the Audio Auditing MediaMark / MusicMark Portal.

6. Support Services. Audio Auditing may provide Licensee with support services related to the Audio Auditing MediaMark / MusicMark Portal at Licensee's request and with Audio Auditing's agreement. If separate consideration is paid to Audio Auditing by Licensee for such support services, the terms of such support services, including the limitation of liability, are governed by the terms of the separate agreement identifying the support services to be provided and the consideration to be paid. IF NO SEPARATE CONSIDERATION IS PAID TO AUDIO AUDITING BY LICENSEE FOR SUCH SUPPORT SERVICES, AUDIO AUDITING'S TOTAL AGGREGATE LIABILITY ARISING FROM THE PROVISION OF SUCH SUPPORT SERVICES IS LIMITED TO THE AMOUNT ACTUALLY PAID BY LICENSEE FOR THE USE OF THE AUDIO AUDITING MEDIAMARK / MUSICMARK PORTAL. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO CASE, WHETHER OR NOT SEPARATE CONSIDERATION IS PAID TO AUDIO AUDITING BY LICENSEE FOR SUPPORT SERVICES, SHALL AUDIO AUDITING BE RESPONSIBLE FOR ANY SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES INCURRED BY LICENSEE, OR BY LICENSEE'S EMPLOYEES, AGENTS OR PRINCIPALS. In addition, the provision of such support services is governed by the policies and programs set forth in the Audio Auditing MediaMark / MusicMark Portal, and/or other materials provided to Licensee by Audio Auditing. Any supplemental software code provided to Licensee as part of the support services or under this License Agreement shall be considered part of the Audio Auditing MediaMark / MusicMark Portal, and subject to the terms and conditions of this License Agreement.

7. NO WARRANTIES. AUDIO AUDITING PROVIDES ACCESS TO, AND USE OF, THE AUDIO AUDITING MEDIAMARK / MUSICMARK PORTAL ON AN "AS-IS" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AUDIO AUDITING DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH REGARD TO THE AUDIO AUDITING MEDIAMARK / MUSICMARK PORTAL AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES.

8. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL AUDIO AUDITING BE LIABLE FOR ANY SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS OR LOST REVENUES, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR DATA, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THIS LICENSE AGREEMENT, INCLUDING BUT NOT LIMITED TO, THE USE OF OR INABILITY TO USE THE AUDIO AUDITING MEDIAMARK / MUSICMARK PORTAL OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF AUDIO AUDITING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, AUDIO AUDITING'S TOTAL AGGREGATE LIABILITY UNDER THIS LICENSE AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY LICENSEE FOR THE AUDIO AUDITING MEDIAMARK / MUSICMARK PORTAL.

9. Export Control. Each party hereby agrees to comply with all export laws, restrictions and regulations of the South African Department of Trade and Industry, or other domestic or foreign agency or authority, and not to export, or allow the export or re-export of any Proprietary Information or any copies, extracts, analyses or summaries thereof in violation of any such laws, restrictions, or regulations. AUDIO AUDITING HEREBY SPECIFICALLY DISCLAIMS ANY WARRANTY WITH RESPECT TO THE ABILITY OF LICENSEE OR ANY THIRD PARTY TO LAWFULLY USE ANY TECHNOLOGY USED BY COMPANY IN CONNECTION WITH CRYPTOGRAPHY OR OTHER SIMILAR USES.

10. No Waiver. Any waiver by Audio Auditing of a breach of any provision of this License Agreement shall not operate or be construed as a waiver by Audio Auditing of any other or subsequent breach of this License Agreement. A term or provision of this License Agreement may be amended only with the written consent of both parties.

11. Severability. If one or more of the provisions of this License Agreement are held to be invalid or unenforceable by any court of competent jurisdiction, portions of such provisions, or such provisions in their entirety, to the extent necessary, shall be severed from this License Agreement, and the balance of this License Agreement shall be enforceable in accordance with its terms.

12. Governance. This License Agreement shall be governed by, construed and interpreted in accordance with the internal laws of the Republic of South Africa, without giving effect to choice of law or conflict of laws principles. Audio Auditing may, at its option, provide for the arbitration of disputes or material breaches arising under the terms of this License Agreement. Each party hereto irrevocably and unconditionally: (a) agrees that any suit, action or other legal proceeding arising out of this License Agreement may be brought in the Republic of South Africa; (b) consents to the exclusive and sole jurisdiction of any such court in any such suit, action or proceeding; and (c) waives any objection which such party may have to the laying of venue of any such suit, action or proceeding in any such court.

13. Independent Contractor. The relationship of Audio Auditing to Licensee is that of independent contractor, and no agency, partnership, joint venture, fiduciary, employee-employer, franchiser-franchisee, or similar relationship is intended to be or is created by this License Agreement.

14. Definitions.

(a) "Audio Auditing MediaMark / MusicMark Portal" means Audio Auditing's portal on the World Wide Web (including any related file transfer protocol (ftp) sites) having the Uniform Resource Locator ("url") of www.audioauditing.com MediaMark / MusicMark.com, or another "url" to which Audio Auditing may direct Licensee. "Audio Auditing MediaMark / MusicMark Portal" also includes all software and graphic and written materials that are included therein, as well as any Documentation applicable thereto.
(b) "Content" includes musical compositions, musical recordings, commercials, promotional announcements, programs, films, network feeds and other audio and audio-visual materials, the audio portion in which a Watermark may be Encoded.
(c) "Content Data" includes any and all information relevant to the identification of Encoded Content (including but not limited to titles, identifying codes, episode titles or numbers, and versions), or of any Stake holders therein.
(d) "Cue Sheet Data" means any and all information entered by a producer of a commercial, promotional announcement, program, film, network feed, or other audio or audio-visual material into the Audio Auditing MediaMark / MusicMark Portal relating to: (i) the musical compositions or musical recordings included within a specific recording of a commercial, promotional announcement, program, film, network feed, or other audio or audio-visual material, including but not limited to the timing, duration, type or style of such compositions or recordings; and (ii) the identity of Stakeholders in the commercial, promotional announcement, program, film, network feed, or other audio or audio-visual material.
(e) "Documentation" means any materials in electronic format, or in any other format, provided by Audio Auditing to Licensee to be used in conjunction with the Audio Auditing MediaMark / MusicMark Portal.
(f) "Encode," "Encoded" and "Encoding" means the use of a Computer and the Audio Auditing Audio Watermark Encoder for Audio Auditing MediaMark / MusicMark to encode a Watermark in Content at the request of a Stake holder in said Content.
(g) "Licensee" means (i) any person who accesses, uses, displays, runs or otherwise interacts with the Audio Auditing MediaMark / MusicMark Portal, (ii) the employer of any person who, within the scope of his or her employment, accesses, uses, displays, runs or otherwise interacts with the Audio Auditing MediaMark / MusicMark Portal, (iii) all other employees or agents of such employer, (iv) the principal of the person who accesses, uses, displays, runs or otherwise interacts with the Audio Auditing MediaMark / MusicMark Portal and (v) the principal of the employer of such person if such access, use, display, running or interaction is completed within the scope of such person's or employer's agency relationship with such principal.
(h) "Proprietary Information" is confidential and proprietary to Audio Auditing and shall be treated in strict confidence by the Licensee, and shall not be disclosed to any third party by Licensee except under the terms of Paragraph 1 of this License Agreement, or with the express prior written permission of Audio Auditing. Licensee agrees to protect all of the Proprietary Information of Audio Auditing with at least the same reasonable standard of care and operating procedures with which it protects its own trade secrets and proprietary information, but in no event less than reasonable care under the circumstances. Data shall not be considered to be Proprietary Information if it: (i) is lawfully known by Licensee and compiled into useful databases comparable to Audio Auditing MediaMark / MusicMark Data Reports at the time of disclosure, as shown by documentation in existence at the time of disclosure; (ii) is lawfully received from third parties not under an obligation of confidentiality of disclosure and is compiled into useful databases comparable to Audio Auditing MediaMark / MusicMark Data Reports at the time of disclosure, as shown by documentation in existence at the time of disclosure; or (iii) has been approved in writing by Audio Auditing for disclosure.
(i) "Stake holder" means: (i) an owner, in whole or in part, of Encoded Content (including but not limited to Content owners or creators such as music writers and publishers, musical artists, voice artists, record labels and production companies, advertisers and advertising agencies, and program producers); or (ii) a party who is entitled to all or part of the revenue or income generated by Encoded Content.
(j) "Audio Auditing Watermark Encoder for Audio Auditing MediaMark / MusicMark" means Audio Auditing's proprietary software licensed to Licensee here-under that is used by Licensee to Encode Watermarks in Content, and to collect and compile Watermarks and Content Data concerning Encoded Content;
(k) "Watermark" means Audio Auditing's proprietary codes, data and numbers that are Encoded in the audio tracks of Content by the Audio Auditing Audio Watermark Encoder for Audio Auditing MediaMark / MusicMark.

THIS LICENSE AGREEMENT REPRESENTS THE ENTIRE LICENSE BETWEEN LICENSEE AND AUDIO AUDITING RELATED TO THE AUDIO AUDITING MEDIAMARK / MUSICMARK PORTAL, AND IT SUPERSEDES ANY CONFLICTING PRIOR REPRESENTATION, PROMISE, PROPOSAL, AGREEMENT OR UNDERSTANDING, WHETHER WRITTEN OR ORAL, NOT INCLUDED IN THIS LICENSE AGREEMENT.

I accept the License Agreement