1. Definitions

a. "Admission Charge/Cover Charge" shall mean any payment to enter the Licensed Premises, or Venue therein, including, but not limited to, minimum required purchases to enter or remain in certain parts of the Licensed Premises, excluding advance tickets, or hard ticket purchases, which must be licensed and paid for pursuant to a valid separate BMI Live Music Attractions License, if fifty percent (50%) or more of Licensee’s gross revenues are derived from such ticket sales or if ticket price exceeds $25.

b. "Ambient Music" shall mean music performed by mechanical or electronic means, including, but not limited to, CDs, DVDs, digital audio files (e.g., MP3, WAV), records, and tapes performed as background music, foreground music, or as part of audio-visual presentations, or as an accompaniment to (i) non-class fitness training, including, but not limited to, individual/non-class weight-lifting and individual/non-class use of exercise equipment, and (ii) conversation and relaxation. Ambient Music does not include music used in Group Fitness Classes.

c. "Attendance" shall mean the number of spectators at LICENSEE’s games as published. If there is any discrepancy between published numbers, the highest published number shall be used.

d. "Attendee(s)" shall mean any person who enters the Licensed Premises, whether or not any admission charge, registration fee, membership fee, or other payment is required to be made in connection with the entrance, but shall not include employees working at the Licensed Premises, including, but not limited to, personnel, exhibitor personnel, administrative staff, service contractors, temporary personnel, medical personnel, or credentialed members of the press, performers, or musicians. In the case of a trade show or convention where live or recorded music is performed on the exhibit floor: the number of Attendees shall be the total number of persons registered at the trade show / convention. If no music is performed on the exhibit floor, the number of Attendees shall mean the total attendance at each Function held during the trade show or convention at which music is performed; provided, however, that in no Event shall the number of Attendees for a given trade show or convention exceed the total number of persons registered at the trade show/ convention. In the case of a meeting which does not have an exhibit floor and consists only of a series of Functions, the number of Attendees shall be the total attendance at each Function at which music is performed, with the number not to exceed the total registered attendance of the entire meeting. In the case of a LICENSEE with Licensed Uses that include "Political Campaign" or "Convention" where live or recorded music is performed on the exhibit floor: the number of Attendees shall be the total number of persons registered at the political campaign / convention. If no music is performed on the exhibit floor, the number of Attendees shall mean the total attendance at each Event or Function held during the political campaign or convention at which music is performed. In the case of a meeting which does not have an exhibit floor and consists only of a series of Events or Functions, the number of Attendees shall be the total attendance at each Event or Function at which music is performed, with the number not to exceed the total registered attendance of the entire meeting.

e. "Attractions/Music Attractions" shall mean live concerts, stage shows, symphonies, operas, recitals, chamber music, music festivals, variety shows (excluding circuses), pageants, and other similar spectator events (including benefit events, events sponsored by charitable organizations, or for charitable purposes) that include music (whether or not music is the principal type of entertainment) and whether or not admission is paid or free to attendees, occurring on the Licensed Premises. Music Attractions include all opening acts for such events as well as any live or recorded music performed in such Licensed Premises in conjunction with such Music Attractions immediately before or after such events or during the intermissions thereof.

f. "Audio-Visual Performances/Programming" shall mean audio-visual performances of recorded music (including but not limited to large screen television, karaoke), unless exempt under Section 17 U.S.C. § 110(5), or audio-visual content offered by LICENSEE which is delivered by satellite, pre-recorded tapes, or other forms of recordation capable of audio-visual performance for use only while Serviced Aircraft are in the air, while passengers are boarding and disembarking from Serviced Aircraft or while passengers are seated when Serviced Aircraft are on the ground OR while Serviced Passenger Train(s) are en route, while passengers are boarding and disembarking from Serviced Passenger Train(s) or while passengers are seated when Serviced Passenger Train(s) are stationary.

g. "Benefit Event" shall mean a public entertainment performance or social event held to raise funds for a specific person or cause in which all proceeds less direct expenses are donated to charity.

h. "BMI Works" shall mean the musical works for which BMI has the right to license the non-dramatic public performance at the Licensed Premises at the time of performance of such musical works as part of the Licensed Uses during the Term.

i. "Contract Term" shall mean the duration of the initial Term or any additional Term of this Agreement.

j. "Chain Operation" shall mean seven (7) or more licensable Residential Community or Eating & Drinking Establishment locations, or ten (10) Retail Establishment locations that are commonly owned and operated by LICENSEE, and for which books, records, and accounts are centrally maintained by LICENSEE.

k. "Compulsory Rate/Compulsory Radio Station Rate" shall mean the fee for non-commercial educational radio stations established under Section 118 of the U.S. Copyright Act.

l. "Concert(s)" shall mean and be restricted to a musical performance or similar event given by an Orchestra or Concert Band/Wind Ensemble/Symphonic Band in the United States, its territories, and possessions.

m. "CPI Adjustment"

n. "Dancing" shall mean allowing patrons, residents or guests, performers, or employees to dance, at any time, to live or recorded music anywhere on the Licensed Premises, whether or not a dance floor, dance stage, or an area purposely used for dancing is provided.

o. "Dramatic Rights" shall include, but not be limited to, performance of a "dramatico-musical work" in its entirety; performance of one or more musical compositions from a "dramatico-musical work" accompanied by dialogue, pantomime, dance, stage action, or visual representation of the work from which the music is taken; performance of one or more musical compositions as part of a story or plot, whether accompanied or unaccompanied by dialogue, pantomime, dance, stage action, or visual presentation; performance of a concert version a "dramatico-musical work." Dramatico-musical Works for purposes of this Agreement only, shall include, but not be limited to, a musical comedy, opera, ballet, or play with music.

p. "Employees" shall mean all full-time and part-time persons employed at the Licensed Premises, including, but not limited to, personnel, exhibitor personnel, administrative staff, service contractors, temporary personnel, and medical personnel.

q. "Enhanced Recorded Music" shall mean the use of video tapes, DVDs, and other projected visual images as an accompaniment/enhancement to recorded music performances (e.g.: Karaoke, Self-Directed or Virtual Fitness Classes). Enhanced Recorded Music does not include performances delivered by commercial broadcast, cablecast, or satellite delivered television programming.

r. "Event(s)" or "Function(s)" shall mean any activity conducted, sponsored, promoted, or presented by or held under the auspices of the LICENSEE on the Licensed Premises. "Event(s)" shall include, but are not limited to: conventions, meetings, trade shows, and expositions that include an assemblage of delegates, representatives and/or members of an organization(s) convened for a common purpose, a meeting which includes individuals assembled together for purposes of communicating information to each other (i.e. panels, seminars, symposiums, convocations, conferences, caucuses, forums, assemblies, congresses, and institutes) or otherwise transacting business, an exposition at which products and services are displayed, or a trade, industrial or consumer show, or other activity of LICENSEE of not more than fourteen (14) consecutive days; or a competition, show, or special program, held on consecutive days, in which participants are evaluated, tested and/or rated on skill, ability or presentation, including but not limited to: beauty pageants, skating events, wrestling matches, boxing matches, cheerleading competitions; karate events; dancing competitions; volleyball matches, bowling tournaments, water-skiing events, body-building competitions, equestrian events, rodeos, dog and cat shows or competitions, or other non-racing, similar spectator activity; or aerobics and exercise classes, athletic events, dances and other social events, concerts, festivals, arts and crafts fairs, and parades; or a concert which is sponsored, conducted, endorsed or approved by LICENSEE, unless the concert is open to members of the general public who are not affiliated with the LICENSEE. "Function" shall include any activity conducted, sponsored, endorsed or approved by LICENSEE occurring in connection with an Event, including, but not limited to, meals, plenary sessions, breakouts, meetings, receptions, concerts, cocktail parties, dinners, dances, dinner-dances, seminars, or any other similar spectator or participatory activity. An "Event" shall exclude major and minor league sports, including but not limited to, basketball, hockey, football, baseball, and soccer sporting events.

s. "Free Event" or "Free to Attend Music Attractions" shall mean any non-Benefit Event (for Licensed Uses that include "Endurance Races") or Music Attraction (for all other Licensed Uses) where no admission or charge of any kind is required to attend.

t. "Gross Receipts" shall mean all gross box office receipts from concerts and concert fees for all concerts, exclusive of federal, state, and/or local taxes, performed by Orchestra or Concert Band/Wind Ensemble. Gross receipts shall in no event include income from program advertising, concessions, or recording or broadcasting activities or grants or contributions. As to "run-out" concerts and tours, gross receipts shall be adjusted by deducting transportation and per diem costs incurred in connection therewith; but in no event shall such deductible costs for any such concert or tour exceed the gross receipts thereof.

u. "Gross Revenues" shall mean: (A) the face value of tickets sold for admission to the Music Attraction; (B) revenues received by LICENSEE from any tickets to Music Attractions sold in the first instance directly onto the secondary market (including for amounts above the face value of the ticket); (C) any ticket service, handling, or other fees above the face value of the ticket paid by the consumer if received by LICENSEE; and (D) box suite and VIP package revenues attributable to Music Attractions and paid to LICENSEE or to a venue or artist with which LICENSEE has a contractual relationship. Gross Revenues shall not include state and local taxes on tickets or any other products or services. If LICENSEE co-promotes a Music Attraction with one or more additional entities (and as between LICENSEE and such co-promoter(s), LICENSEE is the entity responsible for paying musical composition public performance license fees), Gross Revenues shall mean the above-referenced four (4) specifically enumerated types of revenues of all such co-promoters of the Music Attraction, but in no instance shall fees payable to BMI in respect of such Music Attraction exceed 100% of the fees payable under the Agreement had LICENSEE promoted the Music Attraction alone. Should the artist/performing act(s) choose to donate a portion of their fees for a specific Music Attraction from each ticket sale to a particular charity, then the appropriate deduction may be taken from Gross Revenues; provided, however, that BMl be given copies of said artist/performing act(s) agreement(s) stipulating such with the exact amount of the charitable donation per ticket sold.

v. "Group Fitness Classes" shall mean any fitness class held at Licensed Premises for groups of participants, including, but not limited to, classes in aerobics, hip-hop, kick boxing, spinning, and other similar group exercise classes.

w. "Intranet Transmissions" shall mean transmissions of content that can only be accessed through an internal computer network accessible only to faculty, staff, students, and other members of the campus community who authenticate themselves through a secure access system and who access such transmissions via a personal computer or other device capable of receiving internet transmissions.

x. "Jukebox" is a machine or device that is (A) employed solely for the performance of non-dramatic musical works by means of records, compact discs, mp3 files or other digital audio or video means upon being activated by insertion of coins, currency, token, or other monetary units or their equivalent; (B) is located in an establishment making no direct or indirect charge for admission at the time of performance; (C) is accompanied by a list which is comprised of the titles of all of the musical works available for performance on it, and is affixed to or otherwise appears on the phonorecord players, or is posted in the establishment in a prominent position where it can be readily examined by the public at the time of performance; and (D) affords a choice of works available for performance and permits the choice to be made by the patrons of the establishment in which it is located at the time of performance (as distinguished by the establishment’s employees or performers).

y. "Licensed Premises" shall mean the physical location(s) located in the Territory at which Licensed Uses are conducted during the Term, solely as set forth in the Licensed Uses and Fee Calculations.

z. "License Fees" shall mean the fees due to BMI by LICENSEE in accordance with the Licensed Uses and Fee Calculations.

aa. "Licensed Use(s)" shall mean the method(s) and manner(s) in which BMI Works are publicly performed at the Licensed Premises, solely as provided in the Licensed Uses and Fee Calculations.

bb. "Licensed Uses and Fee Calculations" shall mean, collectively, all documentation as provided or presented by BMI to LICENSEE which sets out each of the Licensed Uses, associated License Fees and additional terms and conditions related to BMI’s grant of a license for such Licensed Uses.

cc. "LICENSEE" shall mean the entity identified on the Licensee Profile that is entering into the Agreement and is responsible for the Licensed Uses at the Licensed Premises. If any Licensed Premises are owned by separate legal entities, LICENSEE shall be deemed to include each such legal entity as indicated in the Licensed Uses and Fee Calculations. All entities deemed to be included as LICENSEE hereunder shall be jointly and severally liable for LICENSEE’s obligations under this Agreement.

dd. "Licensee Portal" shall mean BMI’s electronic portal made available to LICENSEE for access, receipt, and provision to BMI of information related to LICENSEE’s customer relationship with BMI, and fulfillment of the parties’ contractual obligations, including, but not limited to, access to the Licensed Uses and Fee Calculations, reporting of LICENSEE’s Licensed Premises, payments and provision of payment methods, and provision and receipt of customer account information.

ee. "Licensee Profile" shall mean, collectively, all information provided to BMI by LICENSEE which describes LICENSEE and the business owned, operated, and/or controlled by LICENSEE and is reflected in LICENSEE’s account in the Licensee Portal.

ff. "Limited Use Events" shall mean events open to the public including agricultural festivals, state and county fairs, talent shows, fashion shows, parades, comedy or other spoken-word shows and other similar events that do not offer music as a principal form of entertainment or prominent component of the event. Limited Use Events shall not include athletic events such as competitions, racing, endurance and sporting events, business trade shows, and conventions.

gg. "Live Entertainment" shall mean music which is performed as part of the Event at the Licensed Premises by musicians, singers, or other performers, including disc jockeys, video jockeys, or karaoke hosts. Live Entertainment shall not include music which is performed at an Event at which the live entertainment is a principal form of entertainment or prominent component of the Event, or where separate tickets are sold or separate fees are charged to experience the live entertainment.

hh. "Live Music" shall mean music performed by one or more musician(s), singer(s), or other entertainer(s) (including disc jockeys, video jockeys or other similar hosts or emcees) actually present and performing at the Licensed Premises or recorded music which is used as an accompaniment to any other activity such as (but not limited to) fashion shows, puppet shows, comedy acts, disc jockeys, etc.

ii. "Live Music and Entertainment Costs" (herein sometimes referred to as "Costs" or "Entertainment Costs") shall mean all expenditures of every kind and nature (whether in money or any other form of consideration) made by LICENSEE or on LICENSEE’s behalf, for all live music and entertainment in connection with LICENSEE’s activities on the Licensed Premises, including monies paid to performers, supporting musicians, booking agents, and agents of the live entertainment performers. The term "Entertainment Costs" shall not include normal stage props and equipment unless the entity or person rendering or presenting entertainment services specifically requires specialized stage props and equipment. If any regularly or seasonally employed staff member of LICENSEE performs as part of an act containing live music entertainment in addition to performing other duties, that part of employees base wages (inclusive of overtime, if any) which equals the proportion of his or her time spent performing live music and entertainment services shall be included in Entertainment Costs. The term "Entertainment Costs" shall include the value of any accommodations or services (including without limitation, room, and board) which are made available to any entity or person rendering or presenting entertainment activities as part of the consideration for such entertainment services. For purposes of this Agreement, the value of such accommodations or services shall be deemed to be one-half (1/2) of the prevailing rate charged to guests for similar accommodations or services at the facility where the person or entity is being accommodated and/or served.

jj. "Locally Originated Programming" shall mean television programming produced or which is inserted locally by LICENSEE on LICENSEE's Closed Circuit Television System including, without limitation, programming on locally-originated channels, including advertising and promotional materials thereon; programming on public, educational and governmental ("PEG") access channels; public service announcements; programming on leased access channels; and advertising and promotional materials inserted locally or through an interconnect by or on behalf of LICENSEE into national, regional or local cable programming services.

kk. "Music-on-hold" a telephonic transmission service whereby music is performed for telephone callers while they are being held on the line.

ll. "Music Policy" shall mean the manner and frequency that Licensed Premises uses any single or combined form of the items defined in the Licensed Uses and Fee Calculations during a Term.

mm. "Music Programming" shall mean the audio-only music content offered by LICENSEE which is delivered by satellite, pre-recorded tapes or other forms of recordation capable of audio performance for use only while Serviced Aircraft or Serviced Passenger Train(s) are en route, while passengers are boarding and disembarking from Serviced Aircraft or Serviced Passenger Train(s), or while passengers are seated when Serviced Aircraft or Serviced Passenger Train(s) are stationary.

nn. "Occupancy" shall mean the total of maximum allowable occupancy loads/capacities for the entire Licensed Premises calculated under adopted building/codes, which shall not be limited to the number of available seats. If no such regulations are in effect in the applicable jurisdiction, then maximum occupancy shall mean one (1) person for every twenty (20) square feet of such total premises.

oo. "Off-Site Location" shall include any premises, other than Licensed Premises, which is under LICENSEE’s sole control and attended solely by LICENSEE’s employees, faculty, staff, their families, administration, students, and social acquaintances; this shall include broadcasts/transmissions through the digital meeting platforms used by LICENSEE with its employees and intra-corporate invitees.

pp. "Orchestra" shall mean the entity identified in the Licensed Uses and Fee Calculations which performs music concerts, i.e., college, school, or local symphony orchestra, which consists primarily of performers who may be augmented by faculty, staff, or other musicians. The Orchestra is offered by the institution to further education in music, including training musicians for professional careers, or to better their general musical skills. The Orchestra staff is employed by the college or school, which also has ultimate fiscal responsibility for the Orchestra, and is governed by the institution, a college-based steering committee or other similar body, and not a separate board of directors independent from the college or school.

qq. "Paid Admission" shall mean an Event or Music Attraction where tickets are sold for admission.

rr. "Playoff Games" shall mean games played to determine a championship.

ss. "Pre-Season/Exhibition Games" shall mean games in which the outcome is not recorded in the season’s standings.

tt. "Recorded Music" or "Recorded Background Music" shall mean the performance of background music, foreground music, or as part of audio-visual presentations, by mechanical or electronic means, including, but not limited to, digital music players (e.g., iPods, MP3 players, etc.), CDs, DVDs, records, and tapes OR music performed by: the reception of radio broadcasts, including internet webcasts, and further transmission of those broadcasts over a loudspeaker or system of loudspeakers the use of LICENSEE's (as distinguished from a commercial/background music service's) audio tapes, records, CD's, DAT's by means of LICENSEE's audio-only tape, record, CD, DAT players; or non-live audio-visual uses of music (such as the use of a large-screen projection television or like medium, video tapes and/or multiple televisions) OR performances of recorded music, whether vocal or instrumental, designed to be used as an unobtrusive accompaniment to routine activities, including, but not limited to, work, conversation, dining and relaxation, as long as such music is not intended to accompany dancing or any other form of entertainment.

uu. "Residential Community" shall mean a group of owner occupied, leased or rented residences, wherein the residents are a group of interacting people living in a common location and who may have access to a Clubhouse or Other Common Recreational Area(s) within the community.

vv. "Seasonal/Occasional Use" shall mean the total aggregate use of music described in an establishment open less than twelve (12) months in any one year, or total aggregate music use which occurs four (4) times or less in any one year and will require that LICENSEE contacts BMI for their Seasonal/Occasional Use Fee Calculation.

ww. "Seating Capacity" shall mean the total number of seats permanently affixed in the Venue where the Attraction is presented plus any temporary seats added within the Venue for a particular Attraction OR shall mean the total number of passenger seats available for sale on a Serviced Aircraft or Serviced Passenger Train. If the total number of seats available for the Attraction shall be less than that of the permanent Seating Capacity of the Venue, "Seating Capacity" shall mean the total number of seats available for the particular Attraction. If a Venue does not have permanent seating, "Seating Capacity" shall mean the total number of persons attending a particular Attraction. If a Venue has lawn seating, then "Seating Capacity" shall mean the total number of seats permanently affixed in the Venue, in addition to total lawn Seating Capacity as determined by the local Fire Marshall.

xx. "Serviced Aircraft" shall mean aircraft operated for the sole purpose of transporting passengers from one location to another (and not for the purpose of entertaining passengers) utilizing LICENSEE’s Audio-Visual Programming.

yy. "Serviced Passenger Train(s)" shall mean each of passenger train company’s passenger train(s) or other type of train operated for the sole purpose of transporting passengers from one location to another (and not for the purpose of entertaining passengers) utilizing Music Programming and/or Audio-Visual Programming.

zz. "Subsidiary" shall mean an entity wholly-owned by LICENSEE for which payment of license fees and reports are made by LICENSEE. aaa. "Television and Radio Only" shall mean televisions and/or radios that are utilized solely for the reception of commercial broadcast, cablecast or satellite programming and only when no Recorded Music or Enhanced Recorded Music is performed and paid for under this Agreement. bbb. "Term" shall have the meaning set forth in Section 14(a). ccc. "Territory" shall mean the United States and its commonwealths, territories, and possessions, including the commonwealth of Puerto Rico. ddd. "TV and Radio" shall mean commercial broadcast television and radio. eee. "Venue" shall include, but not be limited to, a concert hall, stadium, auditorium, civic center, coliseum, theatre, amphitheater, stage, or similar facility, whether enclosed or not, where an Attraction may be presented, located within the United States of America, its territories and possessions, in or at which a Music Attraction may be held, whether enclosed or not. fff. "Website" shall mean the Internet computer service comprising a series of interrelated web pages owned and/or operated by, or under the auspices of, LICENSEE and currently accessible via the Internet at the Uniform Resource Locator (URL) listed in the Licensed Uses and Fee Calculations or any other URL owned and/or operated by LICENSEE from which audio and/or audio-visual content containing musical works is made available to individuals; provided, however, that LICENSEE shall provide BMI with an updated list of URLs annually upon submitting its annual report, so that BMI will know to exclude them from its routine Internet licensing sales efforts. LICENSEE warrants and represents that each such Website is generally educational in nature or otherwise operated for the primary purpose of promoting the school and its resources to current and prospective students, faculty, staff, alumni, and the school community. LICENSEE further warrants and represents that, in the event that LICENSEE has a pecuniary interest in a Website which is not related to LICENSEE's educational or promotional purposes or where the intended primary purpose of such Website is not for the use of LICENSEE's current or prospective students, faculty, staff, alumni, or the school community, it is specifically understood and agreed to by LICENSEE that, unless specifically permitted by the Licensed Uses and Fee Calculations, this Agreement shall not apply to such Website(s) OR Orchestra warrants and represents that such Website is generally educational in nature or otherwise operated for the primary purpose of promoting the Orchestra and its resources to current and prospective patrons, staff, and the community. ggg. (as defined in Section 3(b)) contained in Sections 19 through 59, the terms of Sections 19 through 59, as applicable to your Licensed Use(s), shall supersede this Section 1.

aaa. "Television and Radio Only" shall mean televisions and/or radios that are utilized solely for the reception of commercial broadcast, cablecast or satellite programming and only when no Recorded Music or Enhanced Recorded Music is performed and paid for under this Agreement.

bbb. "Term" shall have the meaning set forth in Section 14(a).

ccc. "Territory" shall mean the United States and its commonwealths, territories, and possessions, including the commonwealth of Puerto Rico.

ddd. "TV and Radio" shall mean commercial broadcast television and radio.

eee. "Venue" shall include, but not be limited to, a concert hall, stadium, auditorium, civic center, coliseum, theatre, amphitheater, stage, or similar facility, whether enclosed or not, where an Attraction may be presented, located within the United States of America, its territories and possessions, in or at which a Music Attraction may be held, whether enclosed or not.

fff. "Website" shall mean the Internet computer service comprising a series of interrelated web pages owned and/or operated by, or under the auspices of, LICENSEE and currently accessible via the Internet at the Uniform Resource Locator (URL) listed in the Licensed Uses and Fee Calculations or any other URL owned and/or operated by LICENSEE from which audio and/or audio-visual content containing musical works is made available to individuals; provided, however, that LICENSEE shall provide BMI with an updated list of URLs annually upon submitting its annual report, so that BMI will know to exclude them from its routine Internet licensing sales efforts. LICENSEE warrants and represents that each such Website is generally educational in nature or otherwise operated for the primary purpose of promoting the school and its resources to current and prospective students, faculty, staff, alumni, and the school community. LICENSEE further warrants and represents that, in the event that LICENSEE has a pecuniary interest in a Website which is not related to LICENSEE’s educational or promotional purposes or where the intended primary purpose of such Website is not for the use of LICENSEE’s current or prospective students, faculty, staff, alumni, or the school community, it is specifically understood and agreed to by LICENSEE that, unless specifically permitted by the Licensed Uses and Fee Calculations, this Agreement shall not apply to such Website(s) OR Orchestra warrants and represents that such Website is generally educational in nature or otherwise operated for the primary purpose of promoting the Orchestra and its resources to current and prospective patrons, staff, and the community.

Where a conflict exists between the text of this Section 1, and the terms of the “State And Use Specific Disclosures” (as defined in Section 3(b)) contained in Sections 19 through 59, the terms of Sections 19 through 59, as applicable to your Licensed Use(s), shall supersede this Section 1.

2. BMI Grant

a. Subject to the terms and conditions of this Agreement, including BMI’s receipt of the License Fees in accordance with this Agreement and a fully completed Licensee Profile, BMI hereby grants to LICENSEE, for the Term, a non-exclusive, non-transferable, non-assignable, non-sublicensable license to publicly perform or cause and permit the public performance of BMI Works, solely at the Licensed Premises and solely as part of the Licensed Uses.

b. This Agreement does not include Dramatic Rights, the right to perform dramatico-musical works in whole or in substantial part, the right to present individual works in a dramatic setting, or the right to use the BMI Works licensed hereunder in any context which may constitute an exercise of “grand rights.”

c. This Agreement grants only public performing rights in BMI Works to LICENSEE, and does not grant any reproduction, distribution, or any other intellectual property right(s) in such BMI Works, or any digital performance, reproduction, distribution, or any other intellectual property right(s) in sound recordings.

d. This Agreement shall not be construed as authorizing LICENSEE to mechanically reproduce such BMI Works by any method or means now or hereafter known.

e. Except as specifically permitted as a Licensed Use: This Agreement does not include the right to perform BMI Works outside the Licensed Premises or the right to broadcast, telecast, cablecast, or otherwise transmit (including by the Internet) the performances licensed hereunder to persons outside of the Licensed Premises in which such performances take place. Nothing herein shall be construed as authorizing LICENSEE to grant to any third party any license or right to perform publicly, redistribute, or transmit by any means, method, or process whatsoever, any of the BMI Works licensed hereunder. This Agreement does not authorize the use of BMI Works at political rallies, conventions, parades, or other political or campaign events. This Agreement does not authorize performances of BMI Works in or as part of any activity or event for which a separate admission fee or other charge must be paid in order to attend. This Agreement does not authorize the right to publicly perform BMI Works by any commercial music service (to the extent such commercial service is otherwise licensed by BMI). This Agreement does not authorize the right to perform BMI Works as part of industrial or trade shows, expositions, or business presentations at the Licensed Premises This Agreement does not authorize the right to perform BMI Works at a premises, whether or not on the Licensed Premises, in theme/amusement parks. This Agreement does not authorize the right to perform BMI Works contained in pay-per-view television programming. This Agreement does not authorize the right to perform BMI Works hereunder in any activity which involves parimutual betting. This license does not authorize performances of BMI Works at the Licensed Premises by means of Jukebox, by means of any background music service (to the extent such background music service is otherwise licensed by BMI), that are authorized by BMI pursuant to a separate license agreement, or that are permitted pursuant to a statutory license or exemption.

Where a conflict exists between the text of this Section 2, and the terms of the “State And Use Specific Disclosures” (as defined in Section 3(b)) contained in Sections 19 through 59, the terms of Sections 19through 59, as applicable to your Licensed Use(s), shall supersede this Section 2.

3. Specific Terms and Conditions

a. LICENSEE’s right to publicly perform BMI Works granted hereby is subject to all of the terms and conditions set forth in this Agreement, including the Sections below that are applicable to the Licensed Use(s) and any terms and conditions set forth in the Licensed Uses and Fee Calculations, and any other exhibits, schedules, riders, and addendums presented by BMI for acceptance by LICENSEE (“Additional Terms and Conditions”). In the event of any conflict between these General License Terms and the Additional Terms and Conditions, the Additional Terms and Conditions shall control to the extent necessary to resolve any such conflict.

b. (b) Sections 19through 59set forth certain disclosures, notices, rights, and other terms and conditions (the “State and Use Specific Disclosures”) that may apply to LICENSEE depending upon, among other things, the location of the Licensed Premises as well as terms that apply to LICENSEEs with specific Licensed Use(s), as provided in the LICENSEE’S Licensed Uses and Fee Calculations. In the event of any conflict between these General License Terms, any other Additional Terms and Conditions, and the terms and conditions of the State And Use Specific Disclosures, the terms and conditions of the State And Use Specific Disclosures shall control to the extent necessary to resolve any such conflict.

4. Removal of Works

a. If a legal action has been instituted or a claim has been made that BMI does not have the right to license the performing rights in a musical work, or that a musical work infringes another composition, BMI reserves the right at its discretion to withdraw such musical work from the license granted by this Agreement.

5. Non-Precedential Nature of Agreement

a. BMI and LICENSEE agree that the terms of this Agreement is being entered into without prejudice to any position either party may take in any negotiation and proceeding for determination of reasonable fees for a license for any period subsequent to this license period.

6. Fees and Payment

a. In consideration of the license granted by this Agreement, LICENSEE shall pay to BMI the License Fees for the Term as set forth in the Licensed Uses and Fee Calculations.

b. In the event that the License Fees for a LICENSEE’s premises are calculated based on data or attributes provided by LICENSEE to BMI, then BMI shall have the right to require such reasonable data or information relating to such data or attributes and LICENSEE shall be obligated to provide such data or attributes.

c. BMI may adjust the rates used to determine License Fees from time to time, which shall be effective as of the start of the Term that begins following the date BMI provides notice of such adjustment.

d. License Fees to be paid for any Term shall not be less than the then-current Annual Minimum Fee set forth in the Licensed Uses and Fee Calculations.

e. In the event that the payment of any License Fees to BMI by LICENSEE pursuant to this Agreement causes BMI to become liable to pay any state or local tax, other than income tax, which is based upon the amount of License Fees paid to BMI, LICENSEE agrees to pay BMI the full amount of such tax together with payment of the License Fees as invoiced by BMI, within normal payment terms; provided that BMI is permitted by law to pass through such tax to LICENSEE.

f. LICENSEE acknowledges and agrees that acceptance by BMI of the License Fees (or portion thereof) shall not preclude BMI from seeking further information regarding such payments from LICENSEE or exercising its rights under Section 9.

g. LICENSEE authorizes BMI or its authorized vendor(s) to store LICENSEE’s payment methods and during the Term automatically charge any such payment method on the payment due date(s) the then-current License Fee rate, as set forth in the then-current Licensed Uses and Fee Calculations, unless LICENSEE terminates this Agreement in accordance with the provisions hereof. LICENSEE understands that the then-current License Fee rate that will be automatically charged is subject to change as described in this Agreement and/or as otherwise notified by BMI in advance (including by posting in BMI’s Licensee Portal). LICENSEE shall keep its account with BMI updated with at least one valid payment method, unless otherwise agreed by BMI. In the event BMI is unable to successfully charge a payment to LICENSEE’s primary payment method, BMI may attempt to charge any other stored payment method. BMI may, at its discretion, require a LICENSEE to maintain more than one valid payment method on file with BMI. Failed payments after BMI attempts to charge all of LICENSEE’s stored payment methods may incur BMI’s then-current failed payment fee, as set forth in the Licensee Portal. BMI may participate in programs supported by LICENSEE’s payment method service provider to maintain LICENSEE’s payment method information. LICENSEE authorizes BMI or BMI’s authorized vendor(s) to continue billing and charging LICENSEE’s account for amounts owed with the information that BMI or its authorized vendor(s) obtain. LICENSEE acknowledges that BMI is not obligated to automatically bill LICENSEE for License Fees via recurring or automatic billing, and that it is LICENSEE’s responsibility to pay all License Fees due by the payment due date.

h. Unless otherwise specified in the Licensed Uses and Fee Calculations, License Fees for the Term are due in full immediately at the beginning of the Term. BMI may offer LICENSEE the ability to pay the License Fees over the duration of the Term (for example, monthly, quarterly, and/or semi-annually recurring payments) if LICENSEE has provided BMI one or more valid payment methods, but BMI is not obligated to continue offering any such payment terms. BMI may, in its sole discretion based on BMI’s review of LICENSEE’s prior payment history, validity of stored payment methods, and other relevant circumstances, change the required frequency of recurring payments and/or cease offering recurring payment terms and, with at least fourteen (14) days prior notice to LICENSEE, immediately demand payment on a new recurring payment schedule and/or immediately demand payment for all outstanding fees for the remainder of the Term.

i. Except as expressly agreed by BMI in this Agreement or otherwise in writing, the License Fees are final and nonrefundable and BMI is not obligated to provide any refunds, reimbursements, credits, or adjustments of any kind for any reason, including in connection with any termination of this Agreement prior to the expiration of the Term or overlapping coverage.

7. Reporting

a. LICENSEE is obligated to provide BMI updated and accurate information required to calculate the license fee and distributions to BMI Affiliates. Reporting requirements and timelines are specified in the Licensed Uses and Fee Calculations. Failure to complete required Reporting in a timely manner is a Breach of this Agreement, which can be cause for Cancellation by BMI. BMI and LICENSEE acknowledge that pursuant to the reporting obligations of this Agreement LICENSEE may be required to provide BMI with confidential or proprietary information. BMI agrees it shall not publish or otherwise disseminate or disclose any confidential information provided by LICENSEE under this Agreement without the express written permission of LICENSEE, except in the case of disclosure to (i) BMI’s owners, officers, employees, and directors, (ii) BMI’s auditors, insurers, agents, or representatives as are required by their job responsibilities to have such knowledge, or (iii) in the context of legal proceedings or government investigations, such other persons to whom BMI is required by law or otherwise deem it prudent to make such disclosure. In the case of any permitted disclosure under this Paragraph, the disclosing party shall take all steps as are commercially reasonable, including, as appropriate, seeking to secure protective orders against public disclosure, to maintain the confidentiality of the disclosed information beyond the parties to whom it has been disclosed. The parties agree to give each other, to the extent feasible, not less than seven (7) days’ advance notice (or such shorter notice as is feasible) of any intended disclosure pursuant to subparagraph (iii) herein.

8. Late Payment / Failed Payment Fees

a. (a) BMI may impose a late payment charge of one and one-half percent (1.5%) per month, or the maximum rate permitted by law, whichever is less, calculated from the date any payment is due hereunder on any payment that is received by BMI more than thirty (30) days after the due date. In addition, BMI may impose the then-current failed payment fee, as set forth in the Licensee Portal, for each unpaid check, draft or other means of payment LICENSEE submits to BMI. For the applicable late payment charges which may result from a Reassessment, see Section 9.

9. Review of Information; Changes to Licensee Profile or Licensed Uses and Fee Calculations

a. BMI has the right to verify the accuracy of the information provided in the Licensee Profile and in any Licensed Uses and Fee Calculations (including any changes thereof) by any and all reasonable means, which may include, but shall not be limited to, direct inquiries with LICENSEE, independent contacts by BMI representatives with Licensed Premises, use of public records, and reference to advertisements, promotions, and third party observations. BMI may adjust the License Fees at any time in accordance with such verification or terminate the Agreement with respect to the applicable Licensed Use and offer BMI's current music performance license terms for the Licensed Use as appropriate for LICENSEE’s particular class and category, after giving LICENSEE at least fifteen (15) days’ prior notice of such action.

b. In addition, BMI may, by its authorized representatives, at any time during customary business hours and upon reasonable prior notice, examine LICENSEE’s books and records of account to such extent as may be necessary to verify the accuracy of the Licensee Profile, any information provided in the Licensed Uses and Fee Calculations, all statements, accountings and/or reports required under this Agreement, and/or ascertain the License Fees due BMI for any unreported period, and to verify LICENSEE’s compliance with the representations and warranties set forth in this Agreement. BMI shall consider all data and information coming to its attention as the result of any such examination of LICENSEE's books and records as confidential.

c. In addition to any other remedy that BMI may have, in the event that BMI discovers an inaccuracy in the Licensee Profile or any other information reported by LICENSEE hereunder, and as a result it is revealed that LICENSEE underpaid or overpaid license fees to BMI, then BMI may notify LICENSEE of its findings (a “Reassessment”) and the resulting change in License Fees, including the amount of any incremental License Fees that would be owed. Unless disputed by LICENSEE within thirty (30) days, the Reassessment shall be deemed correct and LICENSEE’s Licensed Uses and Fee Calculations, and associated License Fees shall be adjusted accordingly.

d. LICENSEE may dispute the Reassessment by contacting BMI by telephone or in writing in accordance with Section 16, prior to the expiration of the period described in Section 9(c) and providing a detailed description of LICENSEE’s bona fide disagreement as to the accuracy of the Reassessment. LICENSEE shall use good faith reasonable efforts to cooperate with BMI and promptly resolve such dispute, including by providing any information and documentation that BMI may reasonably request. In the event LICENSEE and BMI are unable to resolve such dispute, the parties may seek resolution through arbitration pursuant to Section 15. For the avoidance of doubt, LICENSEE agrees to permit BMI to collect License Fees as adjusted to reflect the result of the Reassessment at the adjusted License Fee rate following BMI’s notice of Reassessment while the parties attempt to resolve such dispute, and any incremental License Fees that are determined or agreed to have been incorrectly paid shall be promptly refunded to LICENSEE as agreed by the parties following resolution.

e. LICENSEE agrees that any incremental License Fees that would be owed as a result of any adjustment described above must be paid to BMI within thirty (30) days of BMI’s Reassessment. BMI may, but is not obligated, to charge any incremental License Fees that would be owed as a result of any adjustment described above to LICENSEE using any payment method which LICENSEE has stored with BMI. Furthermore, BMI may, but is not obligated to, charge such incremental License Fees outside any otherwise agreed billing period as a one-time payment using any of LICENSEE’s stored payment methods. If BMI does not receive the incremental License Fees within thirty (30) days of BMI’s notice to LICENSEE of the Reassessment, then LICENSEE shall incur a late payment charge on such incremental License Fees of one and one-half percent (1.5%) per month, or the maximum rate permitted by law, whichever is less, calculated from the date(s) such incremental License Fees should have been paid pursuant to the Agreement as determined in the Reassessment.

f. Without limiting the foregoing, LICENSEE shall promptly provide BMI with written notice of any change in the Licensee Profile and/or the Licensed Uses and Fee Calculations, and any other relevant information that BMI may reasonably request regarding such change. If LICENSEE believes such change in Licensee Profile and/or the Licensed Uses and Fee Calculations should result in a decrease of fees, LICENSEE can request a reassessment of fees by BMI (“LICENSEE Requested Reassessment”). LICENSEE shall provide a detailed description of LICENSEE’s bona fide rationale for requesting a LICENSEE Requested Reassessment, including providing any information and documentation that BMI may reasonably request. LICENSEE may request a LICENSEE Requested Reassessment up to two (2) times within any twelve (12) month period. For purposes of this Agreement, a LICENSEE’s Licensee Profile and/or Licensed Uses and Fee Calculations shall be one in effect for at least thirty (30) days prior to a LICENSEE Requested Reassessment being considered by BMI. Upon any such change in a Licensed Uses and Fee Calculations resulting in an increase in the applicable License Fees, LICENSEE agrees to pay BMI the increased License Fees, effective as of the initial date of such change, whether or not LICENSEE has provided written notice of such change.

10. Representations, Warranties, and Acknowledgements

a. LICENSEE understands and acknowledges that BMI has relied on the accuracy and completeness of the information provided by LICENSEE in the Licensed Uses and the other schedules in agreeing to the terms of this Agreement, including the License Fees. LICENSEE represents, warrants, and covenants that the information provided by it in the Licensee Profile and the Licensed Uses and Fee Calculations is true and correct and does not omit any material facts that would be necessary to make such information not misleading.

b. To the extent that LICENSEE engages in activities at the Licensed Premises that may require music licensing that is not granted under this Agreement, LICENSEE will inform BMI of such activities and acquire a License for such additional activities.

c. LICENSEE represents to BMI that (i) it has the requisite right, power, and authority to execute and perform this Agreement, including, if LICENSEE is deemed to include other legal entities, to bind each such other legal entity to the terms and conditions of this Agreement; (ii) its execution and performance of this Agreement have been duly authorized; (iii) upon execution of this Agreement (including via electronic signature or clicking “OK” or other electronic evidence of affirmative acceptance), this Agreement will constitute the valid and binding obligation of, and is enforceable by BMI against, LICENSEE (and, if applicable, each such other entity which LICENSEE has been deemed to include) in accordance with its terms; and (iv) that the execution and performance of this Agreement is not barred, prohibited, or impaired by any existing law, rule, regulation, court or administrative order, decree, contract, or agreement to which the LICENSEE (and, if applicable, each other entity which LICENSEE has been deemed to include) is now a party or by which it is bound.

d. LICENSEE acknowledges that BMI has the right, in its sole discretion, to modify this Agreement from time to time. Any modification to this Agreement other than a material modification shall become effective upon BMI’s notification to LICENSEE. A material modification to this Agreement, which shall include any change to the License Fees not expressly contemplated by the applicable Licensed Uses and Fee Calculations, shall become effective fifteen (15) days following BMI’s notification to LICENSEE. If a change is a material modification and that material modification applies to LICENSEE, then LICENSEE shall have the right to terminate this Agreement if LICENSEE does not agree with any modification within fifteen (15) days following BMI’s notification to LICENSEE. For the avoidance of doubt, LICENSEE waives such right to terminate if not exercised within such period. A change which is not material or does not apply to LICENSEE does not create a right of termination for LICENSEE.

11. Indemnity

a. Provided that LICENSEE is not in default or arrears in payment, or otherwise in breach, of this Agreement, BMI agrees to indemnify, save harmless, and defend LICENSEE and its officers and employees (the “LICENSEE Indemnified Parties”) from and against any and all claims, demands, or suits (“Claims”) alleging copyright infringement that may be brought against LICENSEE or any of them solely with respect to the public performance during the Term of BMI Works as licensed hereunder. LICENSEE agrees to give BMI immediate notice of any such Claim, deliver to BMI any communications and documents pertaining thereto, and cooperate with BMI with respect thereto, and BMI shall have full charge of the defense of any such Claim. LICENSEE represents and warrants to BMI that it is not currently aware of any Claims threatened against LICENSEE in connection with the performance of BMI Works prior to the Execution Date of this Agreement, nor is LICENSEE aware of any facts or circumstances that would serve as a basis for such a Claim. This indemnity shall be limited to musical works which are licensed by BMI at the time of LICENSEE’s performances. This indemnity shall not apply to public performances of a musical work after written request from BMI that LICENSEE refrain from performance of such musical work. BMI will, upon reasonable written request, advise LICENSEE whether particular musical works are available for performance as part of BMI’s repertoire, if LICENSEE provides the title and the writer/composer of each music work requested to be identified.

b. LICENSEE agrees to indemnify, save harmless, and defend BMI and its affiliates and its and their officers and employees (the “BMI Indemnified Parties”) from and against any and all Claims based upon or in connection with (a) any actual or alleged breach of LICENSEE’s representations, warranties, and covenants contained in this Agreement and (b) the Licensed Premises, other than any Claim based upon LICENSEE’s public performance during the Term of BMI Works as licensed hereunder. BMI agrees to give LICENSEE immediate notice of any such Claim, deliver to LICENSEE any communications and documents pertaining thereto, and cooperate with LICENSEE with respect thereto, and LICENSEE shall have full charge of the defense of any such Claim; provided, however, that any settlement must include an unconditional release of the BMI Indemnified Parties in respect of any such Claim, and LICENSEE may not enter into a settlement affecting the financial or legal obligations of any BMI Indemnified Party without such BMI Indemnified Party’s prior written consent.

12. Breach or Default / Waiver

a. (a) BMI has the right to terminate this Agreement, effective as of the date of BMI’s first Notice to LICENSEE of a breach of any term under this Agreement, provided that such termination shall not be effective if LICENSEE cures the breach within thirty (30) days after receiving the first notice from BMI (such thirty (30) day period, the “Cure Period”). Additionally, any attempt by LICENSEE to cure a breach after the Cure Period is voidable by BMI if, before LICENSEE’s attempt to cure such breach, LICENSEE becomes aware of any Claims for which LICENSEE may seek indemnity from BMI under Section 11 above. BMI hereby expressly reserves the right to refund any cure payment it may receive from LICENSEE and terminate this Agreement under such circumstances in lieu of indemnifying LICENSEE for such Claims. Notices of breach pursuant to this Section may be sent by BMI via email to LICENSEE.

13. Temporary License Suspension

a. If LICENSEE temporarily discontinues the use of all music and LICENSEE validly notifies BMI that the LICENSEE would like to suspend its Agreement, BMI will prospectively cease billing License Fees (a “Suspension”) during the period of such Suspension (a “Suspension Period”).

b. The Suspension Period shall end automatically at the earliest of (i) the Suspension Period’s end date provided by LICENSEE at the time LICENSEE requested the Suspension, (ii) upon subsequent notice from LICENSEE to BMI that it Suspension Period should end and LICENSEE is resuming use of BMI Works, (iii) six (6) months after the beginning of the Suspension Period, (iv) after a cumulative six (6) months spent in Suspension across one or more Suspension Periods within the same Term, and (v) upon determination by BMI that LICENSEE has resumed the use of music under this Agreement pursuant to any review permitted under Section 9.

c. BMI’s termination rights shall be in addition to any other remedies BMI may have at law or in equity, and no waiver by BMI of full performance of this Agreement in any one or more instances shall be a waiver of the right to require full and complete performance of this Agreement for the remainder of the Term.

d. If, during the Suspension Period, the License Term expires, the License shall automatically renew for a subsequent Term notwithstanding the Suspension unless LICENSEE has terminated the Agreement in accordance with Section 14. Upon the end of the Suspension Period, LICENSEE shall be obligated to resume License Fee payments, recurring or otherwise, at the then-current License Fee rates provided by BMI. If, during the Term that included the Suspension Period, LICENSEE failed to make payments of at least the Annual Minimum Fee applicable in the Licensed Uses and Fee Calculations, then in addition to all other fees due, LICENSEE shall be obligated to immediately pay BMI the difference between the Annual Minimum Fee and the actual payments made during that Term.

e. LICENSEE may be granted a Suspension no more than two (2) times per Term and for no more than six (6) months, cumulatively, per Term, unless agreed to by BMI.

14. Term; Termination

a. The “Term” shall mean, in respect of each Licensed Use, the period that begins on the Effective Date set forth for such Licensed Use in the applicable Licensed Uses and Fee Calculations and, unless and until it is terminated in accordance with the provisions of this Agreement, continues through the expiration date set forth in the Licensed Uses and Fee Calculations. Thereafter, the Term automatically renews on a year-to-year basis (the initial period and each such renewal period sometimes referred to as a “Term”). Either party may terminate the Term (for all uses under this Agreement or with respect to a Licensed Use) effective as of the end of any Term upon prior written notice to the other party no later than thirty (30) days prior to the end of such Term.

b. If LICENSEE permanently ceases operation of any of the Licensed Premises, this Agreement will end with respect to that Licensed Premises. LICENSEE shall give written notice of such cessation to BMI, stating the effective date that the Licensed Premises ceased operation, and if applicable, the name of the new owner/operator of the location. If calculation of the License Fees is dependent on the number of Licensed Premises, BMI will adjust LICENSEE’s fees from the end of the last day of the month in which LICENSEE provided such written notice of cessation and refund to LICENSEE any unearned License Fees that have already been paid hereunder. LICENSEE’s adjustment hereunder shall not reduce LICENSEE’s License Fees due to BMI below the Annual Minimum Fee applicable under the Agreement and disclosed in the Licensed Uses and Fee Calculation.

c. If LICENSEE permanently ceases operation of all the Licensed Premises or otherwise permanently discontinues the use of music via the Licensed Uses, LICENSEE may terminate this Agreement upon written notice to BMI.

d. BMI shall have the right to terminate this Agreement along with the simultaneous termination of the agreements of all other licensees of the same class and category as LICENSEE, as of the end of any month during the Term, upon thirty (30) days advance written notice.

e. Upon any termination or expiration of this Agreement for any reason, the license granted by BMI herein shall immediately terminate. Any right, obligation, or required performance of the parties in this Agreement which, by its express terms or nature and context is intended to survive termination or expiration of this Agreement, will survive any such termination or expiration.

15. Arbitration

a. All disputes of any kind, nature, or description arising in connection with the terms and conditions of this Agreement, except for matters within the jurisdiction of the BMI Rate Court, shall be submitted to the American Arbitration Association in the City, County, and State of New York, for arbitration under its then prevailing arbitration rules. The arbitrator(s) are to be selected as follows: Each of the parties shall, by written notice to the other, have the right to appoint one arbitrator. If, within ten (10) days following the giving of such notice by one party, the other shall not, by written notice, appoint another arbitrator, the first arbitrator shall be the sole arbitrator. If two arbitrators are so appointed, they shall appoint a third arbitrator. If ten (10) days elapse after the appointment of the second arbitrator and the two arbitrators are unable to agree upon a third arbitrator, then either party may, in writing, request the American Arbitration Association to appoint the third arbitrator. The award made in the arbitration shall be binding and conclusive on the parties and judgment may be, but need not be, entered in any court having jurisdiction. Such award shall include the fixing of the costs, expenses, and attorneys’ fees of arbitration, which shall be borne by the unsuccessful party.

16. Notices; Customer Communications; Electronic Submissions

a. Unless specifically permitted by BMI via the Licensee Portal, or as otherwise stated herein, any notices and other communications under this Agreement to BMI must be sent by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service to: Attention: Vice President, Licensing Department Broadcast Music, LLC 10 Music Square East, Nashville, TN 37203 Phone: (888) 689-5264 Any properly given notice will be deemed given upon receipt by BMI.

b. LICENSEE hereby consents to receiving pre-recorded telephone messages and SMS texts, emails, and other electronic communications from BMI.

c. BMI PROVIDES ITS LICENSEES WITH THE ABILITY TO ENTER INTO AGREEMENTS AND TO MAKE TRANSACTIONS, INCLUDING PURCHASING LICENSES AND MAKING ELECTIONS AND CHANGES TO ACCOUNTS, ELECTRONICALLY VIA THE LICENSEE PORTAL. BOTH THE SIGNATORY AND LICENSEE ACKNOWLEDGE AND AGREE THAT ELECTRONIC SUBMISSIONS VIA THE LICENSEE PORTAL CONSTITUTE EACH OF THEIR AGREEMENT AND INTENT TO BE BOUND BY SUCH SUBMISSIONS, INCLUDING TO THE TERMS OF THIS AGREEMENT AND THE OBLIGATION TO PAY ALL LICENSE FEES AND OTHER APPLICABLE AMOUNTS PAYABLE. IN ADDITION, SUCH AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS BETWEEN THE PARTIES IN CONNECTION WITH BMI’S LICENSING OF PERFORMING RIGHTS AND THE EXECUTION AND ADMINISTRATION OF THIS AGREEMENT, INCLUDING, TO THE FULL EXTENT ALLOWED BY LAW, ALL ELECTRONIC COMMUNICATIONS PROVIDED BY BMI TO THE SIGNATORY AND LICENSEE (WHETHER BY POSTING IN THE LICENSEE PORTAL OR OTHERWISE), WHICH MAY INCLUDE NOTICES, DISCLOSURES, POLICIES, CONTRACTS, AMENDMENTS AND MODIFICATIONS TO THIS AGREEMENT, NOTICES ABOUT APPLICABLE FEES, CHARGES AND PRICE CHANGES, TRANSACTIONAL INFORMATION, AND OTHER INFORMATION CONCERNING OR RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT OR LICENSEE’S ACCOUNT. BOTH THE SIGNATORY AND LICENSEE AGREE THAT SUCH ELECTRONIC COMMUNICATIONS CONSTITUTE VALID NOTICE TO LICENSEE HEREUNDER AND SATISFY ANY LEGAL COMMUNICATIONS REQUIREMENTS, INCLUDING THAT SUCH COMMUNICATIONS BE IN WRITING. ACCORDINGLY, SIGNATORY AND LICENSEE SHOULD MAINTAIN COPIES OF ELECTRONIC COMMUNICATIONS BY PRINTING A PAPER COPY OR SAVING AN ELECTRONIC COPY.

17. Miscellaneous

a. LICENSEE is not permitted to use the name, service marks, or trademarks, logos, or otherwise identify or refer to BMI or any of its affiliates in the public domain (including in any press releases, press conferences, publicity, marketing or promotional material, or other media) without the prior written consent of BMI, in its sole discretion, in each instance.

b. This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Except as expressly provided for herein or in the Licensee Portal, including, for the avoidance of doubt, BMI’s ability to revise license fee rates and adjust Licensee’s License Fees in accordance with Sections 6 and 8, this Agreement cannot be waived or added to or modified orally and no waiver, addition, or modification shall be valid unless in writing and signed (including via electronic signature or clicking “OK” or other electronic evidence of affirmative acceptance) by the parties.

c. LICENSEE may not assign or transfer this Agreement or any rights or obligations under the Agreement without the written consent of BMI, except that LICENSEE may assign the Agreement to the surviving entity in connection with a merger, acquisition, or sale of all or substantially all of its assets by providing written notice to BMI. Any other attempt to transfer or assign shall be void ab initio.

d. This Agreement, its validity, construction, and effect, shall be governed by the laws of the State of New York, without regard to choice of law rules.

e. The parties to this Agreement agree that any applicable law that would require interpretation of any claimed ambiguities in this Agreement against BMI, the party that drafted it, has no application and is expressly waived. If any claim is made by a party relating to any conflict, omission, or ambiguity in the provisions of this Agreement, no presumption or burden of proof or persuasion will be implied because this Agreement was prepared by BMI. If a court of competent jurisdiction holds that any provision herein is void or unenforceable, such provision shall be replaced by an enforceable provision that most closely meets the commercial intent of the parties, and such holding shall not affect the validity or enforceability of any other provisions.

f. Each party is an independent contractor, and each party’s personnel are not employees or agents of the other party for federal, state, or other tax purposes or any other purposes whatsoever. Personnel of one party have no authority to make representations, commitments, bind or enter into contracts on behalf of or otherwise obligate the other party in any manner whatsoever. Nothing in this Agreement shall be construed or deemed to constitute, create, give effect to, or otherwise recognize a joint venture, partnership, or business entity of any kind, or constitute one party an agent of the other party. There are no third-party beneficiaries, actual or intended, pursuant to this Agreement.

g. All headings in this Agreement are for the purpose of convenience and shall not be considered to be part of this Agreement. The terms “include” or “includes” and “including” mean “include(s) but are not limited to” and “including, but not limited to” respectively and are to be construed as inclusive, not exclusive.

18. Locale Specific Requirements

a. OKLAHOMA RATE CHANGE NOTICE. If LICENSEE’s Licensed Premises is located in the State of Oklahoma, BMI shall notify LICENSEE of any rate change at least thirty (30) days prior to the expiration date of the Agreement.

b. COLORADO 3 BUSINESS DAY REVIEW. If LICENSEE’s Licensed Premises is located in the State of Colorado, LICENSEE shall have the right to rescind the Agreement for a period of three (3) business days after execution of the Agreement. Specific Terms and Conditions for Licensed Uses If a Licensee's "Licensed Use" listed in their Licensed Uses and Fee Calculations includes the following Licensed Use types, the specific terms below will apply 19. Specific terms for Licensees with Licensed Use of "Aircraft & Associated Music Service & Audio‑Visual Programming" 20. Specific terms for Licensees with Licensed Use of "Airports" 21. Specific terms for Licensees with Licensed Use of "International Council of Air Shows Member Air Shows" 22. Specific terms for Licensees with Licensed Use of "Amusement / Theme Parks" 23. Specific terms for Licensees with Licensed Use of "Business Multiple Use" 24. Specific terms for Licensees with Licensed Use of "Coffee Shops" 25. Specific terms for Licensees with Licensed Use of "College University One Tier" 26. Specific terms for Licensees with Licensed Use of "Concert Band Wind Ensemble" 27. Specific terms for Licensees with Licensed Use of "Copyright Solutions, LLC" 28. Specific terms for Licensees with Licensed Use of "Cruise Ship" 29. Specific terms for Licensees with Licensed Use of "Dance Classes" 30. Specific terms for Licensees with Licensed Use of "Dance Classes 20–999 Locations" 31. Specific terms for Licensees with Licensed Use of "Digital Jukebox" 32. Specific terms for Licensees with Licensed Use of "Endurance Racing" 33. Specific terms for Licensees with Licensed Use of "Family Entertainment Center" 34. Specific terms for Licensees with Licensed Use of "Fitness Clubs" 35. Specific terms for Licensees with Licensed Use of "Health Care – Multiple Use" 36. Specific terms for Licensees with Licensed Use of "Hotel / Motel" 37. Specific terms for Licensees with Licensed Use of "Individual Bus, Vehicles, and Motorcoaches" 38. Specific terms for Licensees with Licensed Use of "Limited Use Events (Free & Paid Admission)" 39. Specific terms for Licensees with Licensed Use of "Local Government Entity" 40. Specific terms for Licensees with Licensed Use of "Major League Football" 41. Specific terms for Licensees with Licensed Use of "National Hockey League" 42. Specific terms for Licensees with Licensed Use of "Motion Picture Theatre" 43. Specific terms for Licensees with Licensed Use of "Music On Hold" 44. Specific terms for Licensees with Licensed Use of "Music On Hold Service" 45. Specific terms for Licensees with Licensed Use of "Passenger Trains" 46. Specific terms for Licensees with Licensed Use of "Political Entities and Organizations" 47. Specific terms for Licensees with Licensed Use of "Primary and Secondary Schools" 48. Specific terms for Licensees with Licensed Use of "Professional Sports League" 49. Specific terms for Licensees with Licensed Use of "Professional Sports Team" 50. Specific terms for Licensees with Licensed Use of "Racing Events" 51. Specific terms for Licensees with Licensed Use of "Residential Communities (Including Occasional Use)" 52. Specific terms for Licensees with Licensed Use of "Retail Establishments" 53. Specific terms for Licensees with Licensed Use of "RV Parks and Campgrounds" 54. Specific terms for Licensees with Licensed Use of "Skating Rinks" 55. Specific terms for Licensees with Licensed Use of "Symphony Orchestra" 56. Specific terms for Licensees with Licensed Use of "Venue" 57. Specific terms for Licensees with Licensed Use of "Video Music Service" 58. Specific terms for Licensees with Licensed Use of "YMCA (Locations with Health & Wellness Facilities)" 59. Specific terms for Licensees with Licensed Use of "Zoo/Aquarium" Back to Top ^