1.SPECIFICATIONS.

The specifications for the MusicGraph API are described on Senzari’s website at www.developer.musicgraph.com and incorporated herein by this reference.



2.LICENSE GRANT/SCOPE.


a. Grant of License. Subject to the terms and conditions hereof (including, without limitation, the payment obligations contained herein) Senzari hereby grants to Licensee, and Licensee accepts, on the terms and conditions set forth herein, a non-exclusive, non-transferable, worldwide (subject to the provisions of Section 2(e) below) right and license to use, during the Term (as defined below) and solely as set forth herein, the MusicGraph API, solely in connection with certain websites, applications or other products or services of Licensee as communicated to Senzari by Licensee in the signup process (the “Licensee Products”). Such licensed use will include the ability to (i) use the MusicGraph API to develop, implement, and integrate interfaces to the MusicGraph features and (ii) to access and use the MusicGraph features through the Licensee Products and display information derived therefrom on and through the Licensee Products (which information Licensee may modify in order to format such information for display on the Licensee Products). Notwithstanding the foregoing, Senzari reserves the right to require Licensee to provide Senzari with examples of proposed use prior to integration of the MusicGraph API with the Licensee Products, and if Senzari reasonably believes that such integration poses any commercial risk to the MusicGraph API or Senzari or its business relationships, Senzari may in its sole discretion terminate this license with Licensee.



b. MusicGraph API Definition; Documentation; Support. The MusicGraph API shall include all software, code, programs, applications, specifications, executables and databases owned or developed by or on behalf of Senzari comprising or related to the MusicGraph API including, but not limited to, any and all metadata compiled, collected, maintained, updated and/or delivered by Senzari in connection therewith (no matter the source), and any components, derivative works, upgrades, updates, routine maintenance updates, customizations, enhancements, error corrections, new versions new releases, bug fixes, patches and other modifications thereof. Documentation for the MusicGraph API is available on our website at www.developer.musicgraph.com. Technical support personnel are also available via our website. Support tickets created by the customer on the MusicGraph ticketing system will be responded to within a period of 24 to 48 hours. Senzari is not obligated to provide any support and/or technical assistance directly to Licensee’s users.



c. No Right to Copy or Modify. Licensee shall not modify or permit or assist any other party to modify any part of the MusicGraph API in any manner whatsoever or otherwise make copies of all or part of the MusicGraph API onto any media, except as may be expressly permitted by this Agreement or with the express prior written consent of Senzari. Licensee further agrees that it shall not, and shall not permit or assist any other party to, disassemble, decompile or reverse engineer, or make any derivative use of, all or any part of the MusicGraph API or any responses, data or other information derived therefrom.



d. No Resale; Specific Limitations on Use. Licensee shall not copy, re-sell, rent, lease, lend, provide access to third parties, or use for a third party benefit, or otherwise transfer the MusicGraph API or any portion thereof, including data extracted therefrom, except as integrated into the Licensee Products as expressly authorized in this Agreement. In addition, Licensee understands that any data obtained via the MusicGraph API or derived therefrom is for internal use by Licensee only, and represents and warrants that it shall not make any commercial use of any such data. Licensee acknowledges that Senzari does not own or control any of the data utilized to provide its Social URL & Metrics and Musical Features functionality, and that Senzari makes no representation or warranty with respect to such data, including its validity or accuracy. Use of the MusicGraph API is limited to the uses permitted under the specific License Plan purchased by Licensee. In no event will Licensee (i) use or access the MusicGraph API for purposes of monitoring the availability, performance or functionality of the MusicGraph API or features or for any other benchmarking or competitive purposes, (ii) use the MusicGraph API or any data extracted or derived therefrom for any unlawful purpose, (iii) use the MusicGraph API to engage in a business activity that directly conflicts with Senzari’s use of the MusicGraph API or that may reasonably be deemed (in Senzari’s sole discretion) to be intended to divert and/or drive audience traffic away from the MusicGraph API or Senzari’s business related thereto or (iv) develop (or instruct any third party to develop) any product or service that may reasonably be deemed (in Senzari’s sole discretion) to be directly competitive with the MusicGraph API or Senzari’s business related thereto, without Senzari’s separate written consent. Licensee shall not use the MusicGraph API in connection with or to promote any products, services, or materials that constitute, promote or are used primarily for the purpose of illegal activities or activities in conflict with established industry norms (to be determined in Senzari’s sole reasonable discretion), or for purposes that support, encourage or induce copyright infringement.



e. Territory: Worldwide; provided that Licensee shall inform Senzari of each territory that it intends to operate in, by Licensee Product. Licensee hereby represents and warrants that it has rights to operate in each such territory, including with regard to any music products distributed by Licensee as a result of Licensee’s use of the MusicGraph API or any other Senzari products or services. Senzari makes no representation that any returned results will be necessarily available in any specific territory. Licensee represents that it will implement, and, as between Senzari and Licensee, bear full responsibility for, any territory filtering required by its content licensors, by law or otherwise.



f. Reservation of Rights. For the avoidance of doubt, Senzari hereby reserves all rights in and to the MusicGraph API and any data derived therefrom other than the license rights specifically granted herein.

g. Updates. Senzari may update or revise the MusicGraph API from time to time and such updates and revisions may adversely affect the manner in which the Licensee Products access or communicate with the MusicGraph API. Licensee is responsible for making any changes to the Licensee Products that might be required as a result of any such updates and revisions at its own expense. Senzari will attempt to provide thirty (30) days’ advance notice of any revisions to the MusicGraph API that are not backward compatible or remove significant functionality by posting such notice on the Developer Site, unless circumstances require Senzari to make an immediate change, in which case Senzari will attempt to provide Licensee with as much advance notice as possible.

h. Modification of Terms. Senzari may modify any of the terms of this Agreement at any time and in its sole discretion by posting notice on the MusicGraph website or by otherwise notifying Licensee, and such terms (other than any pricing changes) will be deemed to be included in this Agreement.

3. DELIVERY OF MUSICGRAPH API.

Senzari shall deliver the MusicGraph API (with features enabled according to the applicable License Plan selected by Licensee) and related documentation to Licensee upon Senzari’s acceptance of Licensee’s online application and Licensee’s initial payment therefor.



4. OWNERSHIP OF INTELLECTUAL PROPERTY; PRIVACY.


a. Ownership of MusicGraph API, Data & Other Senzari Materials. As between Senzari and Licensee, subject only to the express rights licensed hereunder, Senzari is and shall remain the sole and exclusive owner throughout the world of all right, title, and interest (including, without limitation, rights in inventions, patents, copyrights, database rights, design rights, trade marks and trade names, service marks, trade secrets, know-how and all other intellectual property rights (whether registered or unregistered) and all applications (including any divisional, continuation, or substitute application and/or reissue or extension) for any such rights) in and to the MusicGraph API and all information and materials provided to or extracted by (in the case of data) Licensee in or in connection with the MusicGraph API hereunder, including, without limitation, all product documentation, tools, concepts, methodologies, inventions, patterns, algorithms, techniques, know-how, images, audio files, formats, engines, modules, applications, controls, data, metadata and other content, regardless of whether such materials were created or developed prior to or during the Term (collectively, “Other Senzari Materials” and, together with the MusicGraph API, the “Senzari Intellectual Property”). To the extent that any Other Senzari Materials are provided to Licensee hereunder, Senzari hereby grants to Licensee the limited right and license during the Term to use the Other Senzari Materials solely in connection with Licensee's use of the MusicGraph API as authorized hereunder. Licensee shall not acquire any interest in any Senzari Intellectual Property and no implied license or other rights in and to any Senzari Intellectual Property are granted to pursuant to this Agreement except as otherwise expressly provided herein. For clarity, in the event Licensee provides any information (whether user-related or otherwise) to Senzari that is then used by Senzari and/or the MusicGraph API in returning recommendations, metrics or any other information hereunder, as between Licensee and Senzari, Licensee shall retain its ownership interest in its own data but shall not gain any ownership or other interest in, or any additional license to use (other than as provided hereunder), any data rendered via the MusicGraph API or Senzari.

b. Trademarks. It is understood that the brand and product names and trade names of Senzari, including MusicGraph and the MusicGraph API (“Licensor Marks”), are the sole and exclusive property of Senzari. Licensee is hereby granted a limited, non-exclusive, royalty-free, non-transferable license during the Term to use the Licensor Marks on the Licensee Products as set forth below. If Licensee wishes to use the Licensor Marks in any other manner, Licensee must obtain Senzari’s prior written approval. Licensee agrees as follows:

i. Any initial public announcement of this Agreement shall be made in Senzari’s sole discretion.

ii. After the initial public announcement of this Agreement, or, if Senzari does not choose to announce this Agreement publicly within ten days after execution hereof, Licensee shall have the right to use the Licensor Marks in connection with the distribution, sale, marketing and promotion of the Licensee Products in accordance with the written guidelines set forth in Exhibit B attached hereto (as may be amended from time to time) or otherwise communicated in writing to Licensee. Such written guidelines will include a .gif or other usable file containing the proper Licensor Marks as well as pre-approved descriptions of the MusicGraph API, and instructions for permitted use of the Licensed Marks and descriptions.

iii. Licensor shall be obligated to (A) display the MusicGraph icon provided by Senzari on the Licensee Products (i) on the home page, (ii) on any so-called “partner page” or other location where third party partners or providers are listed, and (iii) in the terms and conditions for each Licensee Product (in the case of (ii) and (iii), together with a URL or other contact information) and (B) mention the MusicGraph API and/or Senzari, as appropriate, in all marketing and promotional materials and/or press releases that describe the Licensee Products where any other similar feature is mentioned, other than those relating solely to one particular feature being announced or described in detail.

iv. Other limitations: Licensee may not (A) use any Licensor Marks as part of its company name or any product, service or logo offered or created by Licensee, (B) use any Licensor Marks in a manner that creates a sense of endorsement, sponsorship or false association with Senzari, (C) insert "noindex" or "nofollow" meta tags on any source page on which any Licensor Marks (or links) appear, place any links to the MusicGraph API within JavaScript or rich internet applications (e.g., flash, AJAX or images) or include any redirects or tracking parameters in such links or otherwise interfere with the operation of such links.

v. Licensee grants Senzari the right to identify Licensee as an API partner and use Licensee’s company name and logo in its marketing materials and website relating to the MusicGraph API and/or Senzari’s other products and services, subject to any applicable trademark usage guidelines Licensee may provide to Senzari.

c. Data Collection; Privacy.

i. Any personal information that Licensee provides to Senzari, including that provided during the online signup process for the MusicGraph API, is governed by Senzari’s privacy policy regarding collection and use of personal information. Licensee understands and acknowledges that Senzari sends certain communications, such as service announcements and administrative messages, which Licensee will not be able to opt out from receiving.

ii. Licensee shall include in its end user privacy policy and/or terms and conditions, as applicable, a provision informing its end users that it (and its third party partners) may collect user ID and other personalized information, as well as usage information, from certain of such end users’ other site profiles and interactions with such sites (such as Deezer and Facebook, among others). Licensee shall fully indemnify Senzari for all collection and use of any such data.

5. MUSICGRAPH API PAYMENTS. The standard license fees payable to Senzari for the MusicGraph API licensed hereunder are set forth on the attached Exhibit A. The initial fee will be charged to Licensee’s chosen method of payment immediately upon Senzari’s acceptance of this Agreement, and subsequent fees will be charged automatically each month thereafter, provided that Senzari will have the right to suspend Licensee’s access to the MusicGraph API in the event that Licensee’s method of payment is rejected and Licensee does not cure such breach within two (2) days after notification thereof (access to be resumed upon cure). Senzari may change the standard license fees for the MusicGraph API at any time in its sole discretion upon notification to Licensee.

6. Representations and Warranties; Indemnity.

a. By Senzari. Senzari represents and warrants that it has all of the rights necessary to enter into this Agreement, to grant to Licensee the license(s) granted herein and to perform its obligations hereunder, and it will comply with all laws and regulations applicable to its responsibilities under and performance of this Agreement.

b. By Licensee. Licensee represents and warrants that (i) it has all of the rights necessary to enter into this Agreement and to perform its obligations hereunder, (ii) the information given to Senzari upon signup is correct and valid, (iii) it will not make any commercial use of any data provided or derived hereunder, (iv) it has secured the rights for use of any content utilized in connection with the Licensee Products, (v) it will ensure compliance with territorial limitations on any content utilized in the Licensee Products or otherwise via the MusicGraph API, (vi) Licensee will not misuse, or otherwise fail to adequately and accurately inform users of its collection and use of, data collected from third party sites in connection with use of the MusicGraph API and (vii) it will comply with all laws and regulations applicable to its responsibilities under and performance of this Agreement.

c. WARRANTY DISCLAIMER. EXCEPT AS SPECIFICALLY STATED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR INTENDED USE OR OF MERCHANTABILITY WITH RESPECT TO THIS AGREEMENT, THE MUSICGRAPH API. WITHOUT LIMITING THE FOREGOING, IT IS EXPRESSLY UNDERSTOOD THAT THE MUSICGRAPH API AND ANY DATA PROVIDED OR DERIVED THEREFROM IS PROVIDED “AS IS” AND SENZARI MAKES NO REPRESENTATION OR WARRANTY WITH REGARD THERE TO OF ANY KIND, INCLUDING THAT ANY SUCH DATA IS ACCURATE. EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW, SENZARI DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE API, INCLUDING WITHOUT LIMITATION ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, RESULTS OF USE, RELIABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, INTERFERENCE WITH QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. FURTHER, SENZARI DISCLAIMS ANY WARRANTY THAT LICENSEE'S USE OF THE API WILL BE UNINTERRUPTED OR ERROR FREE.

d. Indemnification.

i. Senzari shall indemnify, defend and hold harmless Licensee, and its directors, shareholders, officers, agents and employees from and against any and all third party suits, actions, damages, costs, losses, expenses (including reasonable attorneys' fees) and other liabilities arising from or in connection with (a) a breach of its representations and warranties set forth in Section 6(a) above, (b) the violation or infringement of any intellectual property right of a third party by the MusicGraph API, other than any portion thereof owned, controlled or provided by Licensee or (c) in any other respect, the Licensee Products.

ii. Licensee shall fully indemnify, defend and hold harmless Senzari and its directors, shareholders, officers, agents and employees from and against any and all third party suits, actions, damages, costs, losses, expenses (including reasonable attorneys' fees) and other liabilities arising from or in connection with a breach of any representation, warranty, obligation or covenant made by Licensee herein.

iii. The party seeking indemnification (the “Indemnified Party”) shall: (i) give the other party (the “Indemnifying Party”) notice of the relevant claim, (ii) cooperate with the Indemnifying Party, at the Indemnifying Party’s expense, in the defense of such claim, and (iii) give the Indemnifying Party the right to control the defense and settlement of any such claim, except that the Indemnifying Party will not enter into any settlement that affects the Indemnified Party’s rights or interests without the Indemnified Party’s prior written approval. The Indemnified Party will have the right to participate in the defense at its own expense.

e. Limitation of Liability. In no event shall Senzari be liable to Licensee for any consequential, special, incidental, punitive or indirect damages of any kind arising out of this Agreement, including without limitation, lost profits or business or loss of data, even if Licensee has been advised of the possibility of such loss or damages. In no event shall Senzari’s liability hereunder exceed One Thousand Dollars ($1,000).



7. TERM AND TERMINATION.



a. Term of Agreement. The Term of this Agreement shall commence as of the date hereof and shall continue until terminated as provided below.

b. Termination. Licensee shall have the right to terminate this Agreement by written notification to Senzari at any time, and Senzari shall have the right to terminate this Agreement with ten (10) days notice to Licensee, and in either case the Agreement will be deemed terminated as of the end of the next period following termination effectiveness through which Licensee has rendered payment (i.e., the end of the then-current service month). Senzari will not be liable for any costs, expenses, or damages as a result of its termination of this Agreement, except as otherwise provided specifically herein.

c. Obligations Upon Termination or Expiration of Term. Upon termination or expiration of the Term, Licensee’s right to use the MusicGraph API and Other Senzari Materials (or any portions thereof) shall immediately terminate, and Licensee shall immediately return or destroy (as applicable) all Other Senzari Materials.

d. Survival. Any terms of this Agreement which by their nature extend beyond its termination or expiration remain in effect until fulfilled and apply to respective successors and permitted assigns.

8. CONFIDENTIALITY.

To the extent Licensee, during the Term, acquires any confidential information of Senzari which is not accessible or known to the general public, Licensee shall not use or disseminate such information for any purpose.



9. MISCELLANEOUS.



a. Entire Agreement. This Agreement constitutes the entire understanding of the parties and other than as set forth herein with regard to the MusicGraph API, its terms and conditions may not be amended except in writing signed by both parties. This Agreement supersedes any prior or inconsistent agreements, negotiations, representations and promises, written or oral with respect to the subject matter hereof.

b. Applicable Law. This Agreement and performance hereunder shall be governed by and interpreted in accordance with the laws of Florida, without reference to conflict of laws principles. Any action or proceeding brought by either party against the other arising out of or related to this Agreement shall be brought exclusively in a state or federal court of competent jurisdiction located in Miami Dade County, Florida.

c. Assignment. Licensee may not transfer or assign its rights or obligations under this Agreement. Senzari may sublicense any rights hereunder, and may transfer or assign its rights and obligations under this Agreement to any corporate affiliate or third party who takes control of the MusicGraph API.

d. Severability. If any provision of this Agreement is held to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable so as to give effect to the intent of the parties hereunder.

e. Waiver. Any waiver on the part of either party hereto of any right or interest will not imply the waiver of any other right or interest hereunder, or any subsequent waiver.

f. Headings. The headings used in this Agreement are for convenience only and will not affect the construction hereof.



Exhibit A


Basic MusicGraph API License Fees


1. Developer License: Includes all Basic API functions (Graph Search/Playlisting; Social URLs and Metrics; and Musical Features). Free, non-commercial evaluation license only.
2. Bronze Plan: Includes Graph Search/Playlisting functions.
3. Silver Plan: Includes Graph Search/Playlisting and Social URLs and Metrics functions.
4. Gold Plan: Includes all API functions -- Graph Search/Playlisting, Social URLs and Metrics and Musical Features functions.

All MusicGraph Licenses available for online licensing via www.developer.musicgraph.com. All licenses provided with documentation and access to online support. No set-up fee. All MusicGraph API licenses include simultaneous access to any features, upgrades and improvements to the MusicGraph API made available by Senzari to the public. Any additional services, customizations, modifications, enhancements or integrations into customer environments must be agreed to by the parties and documented in a separate written agreement.