USAGE AGREEMENT TERMSVideoHelper, Inc. ('Supplier' ) is the owner and / or administrator of certain rights in and to musical compositions and sound recordings ("VideoHelper Music") that are organized into music libraries and made available for license to professional users for production purposes. 1. GRANT OF RIGHTS. User acknowledges that by signing this Agreement, User agrees to report and obtain payment for the usage of any VideoHelper Music in any media, now known or hereafter devised. In the event User is an independent producer or production company engaged on behalf of a third-party ('User's Client'), User agrees to report any music usage to Supplier as well to User's Client. It is understood that User may be liable for payment in certain situations if User's Client does not meet its obligations to Supplier. 2. MUSIC REPORTING. User agrees to not duplicate, publicly perform, broadcast or otherwise transmit or exploit VideoHelper Music or authorize others to make such uses, without first obtaining a license from VideoHelper. Applications for a synchronization license must be made by mail, fax or online immediately following the completion of a production and prior to any exhibition or broadcast. User acknowledges that timely reporting is of the essence and that use of VideoHelper Music without timely reporting could constitute an infringement of Supplier's rights. The right and license to synchronize VideoHelper Music into Production(s) and the right and license to exploit VideoHelper Music in Production(s) are conditioned upon the accurate reporting of music uses to the appropriate performing rights societies (for productions that require performance licenses), and the timely payment by User or User's Client of its obligations under its licenses with VideoHelper. Any use of VideoHelper Music before the grant of a License will give Supplier the right to increase the applicable license fee to be paid by User, even if such a fee is higher than our publicly published rates. 3. ACCESS TO MUSIC. User acknowledges that that Supplier retains the right to terminate this Agreement at any time during the Term. Supplier at all times retains the right to deny User electronic access to VideoHelper Music and/or request the return of all CDs, hard drives or other media containing VideoHelper Music (the 'Delivery Materials'), at User's expense. 4. LENGTH OF LICENSE. Provided User or User's Clients have appropriately obtained a synchronization license under the terms of this agreement, the licensee may continue to use and exploit the productions as they embody VideoHelper Music for the length of that Production's copyright (including any extensions or renewals thereof). 5. RETURN OF MEDIA. At the expiration of or earlier termination of the Term, or should no License Applications/Music Usage be submitted to VideoHelper, all the Delivery Materials supplied to User shall be returned to Supplier, at User's expense. User agrees that failure to comply with this provision within ten (10) days after the expiration of the Term or at the earlier request of VideoHelper, will result in a penalty fee of $500.00. 6. LENGTH OF AGREEMENT. The term of this agreement shall commence on the date hereof and continue for Twelve (12) Months ("The Term"). Providing that User submits at least one License Application to VideoHelper during the Term and User or User's clients have no outstanding balances, this Agreement will automatically renew in increments of additional 6 month terms. 7. LICENSE FEES. User agrees to pay Supplier the applicable sums per Supplier's current License Application/Rate Sheet. If license is submitted using non-current pricing, the current applicable pricing will automatically be substituted. All rates/fees are subject to change without notice. All fees should be payable to the account of VideoHelper, Inc. Failure to remit the Fee(s) shall deem the broadcast or use of the Materials as unauthorized, subject to all rights and remedies allowable by law, whether pursuant to Copyright Act or otherwise. 8. INTELLECTUAL PROPERTY. User acknowledges Supplier's exclusive ownership to the copyright and all intellectual property rights within all VideoHelper Music and related metadata in all contents and contexts. Supplier retains these rights at all times. 9. USER RESTRICTIONS. The use of the VideoHelper Music is for User's use only. User shall not, without Supplier's prior written consent, sell, lease, lend, give or otherwise transfer the VideoHelper Music or online system passwords to any other persons or entities. 10. REPRESENTATIONS and WARRANTS. Supplier represents and warrants to User that Supplier has the full right, power and authority to enter into this Agreement and to grant the rights granted herein. Except as set forth in the immediately preceding sentence, Supplier makes no representations or warranties of any kind with respect to the VideoHelper Music. User represents and warrants to Supplier that it has the full right, power and authority to enter into this Agreement and to perform all obligations on its part to be performed hereunder. 11. TRANSFER. User may not assign or transfer control of this Agreement or any rights and/or obligations hereunder without Supplier's prior written approval. 12. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements or communications. This Agreement shall not be modified except by a written agreement signed by each of the parties. 13. CONFIDENTIALITY. User may not disclose to any person or entity without the prior writer permission of Supplier a. the terms of any discussions or negotiations between User and Supplier b. any fees for licensing of VideoHelper Music that are a result of these discussions and / or are not made publicly available on Supplier's License Application / Rate Sheet 14. GENERAL TERMS. a. Supplier may at its discretion grant User a License to use VideoHelper Music. b. Suppler retains the right to alter its rates from time to time and it shall be User's responsibility to remain current with such changes.