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Special Promotions, Inc. USAGE LICENSE AGREEMENT
This License Agreement covers all Downloadable Digital Media ("Digital Media") purchased and downloaded from Special Promotions, Inc.. This agreement is between you, the party licensing the Digital Media ("Licensee") and Special Promotions, Inc. ("Licensor") the licensor or Digital Media. Licensee's use of the Digital Media as defined below constitutes your acceptance of the terms of this Agreement.

DATE OF AGREEMENT
This Agreement is entered into and effective as of the date you download Digital Media from Special Promotions, Inc..

Special Promotions, Inc.'S REPRESENTATIONS AND WARRANTIES
Special Promotions, Inc. warrants and represents that it has the right and authority to enter into and perform this Agreement and to grant the rights to use Digital Media to Licensee herein contained; provided, however, Licensee acknowledges that Special Promotions, Inc. makes no representations or warranties with respect to the right to consent to the services of those persons who performed in the Digital Media further warrants and represents that the Digital Media are not defamatory nor do they infringe any trade name, trademark or copyright of any person, firm or corporation; and the Digital Media do not invade or violate any right of privacy, personal or proprietary right, or other common-law or statutory right of any person, firm or corporation.

LICENSEE'S REPRESENTATIONS AND WARRANTIES
Licensee warrants and represents that nothing contained in the context in which the Digital Media are exhibited by Licensee to its viewers will be in any way derogatory to those persons who performed from which the Digital Media were taken, any person connected with the production thereof or depicted therein, the Digital Media distributors, or Special Promotions, Inc.. Furthermore, Special Promotions, Inc. will not be used in any way so as to constitute an expressed or implied endorsement of any product or service by, or a commercial tie-up involving, Special Promotions, Inc. or anyone associated with the Digital Media.

PERMITTED USAGE AND RIGHTS
Special Promotions, Inc. hereby grants to Licensee a non-exclusive right to download Digital Media downloaded from Special Promotions, Inc.'s website for public performance licensing only.

Licensee shall not make or permit the making of any reproductions of or from Digital Media, in whole or in part, except in connection with the purposes specified herein.

Licensee shall have no right to sell, license or otherwise transfer or assign the use of Digital Media to any third party regardless of affiliation.

Licensee shall not use any Digital Media, either in whole or in part, to make a derivative work; and Licensee shall not include any Digital Media, either in whole or in part, in any other work, including, but not limited to, visual and/or audio media of any kind.

Licensee shall not use Digital Media, in whole or in part, as radio, television, cable, print, or Internet content without the express written permission of Licensor.

Licensee shall not have the right to edit, combine or otherwise alter the Digital Media in any way.

INDEMNIFICATION
Licensee shall indemnify and hold Special Promotions, Inc. harmless from and against any and all claims, damages, losses, costs, liabilities and expenses, including attorney fees, arising from all claims, whatsoever, and whenever brought, which may be brought based directly or indirectly upon Licensee use or misuse of the Special Promotions, Inc. or as a result of Licensee breach of any of the warranties set forth above. Special Promotions, Inc. shall indemnify and hold Licensee harmless from and against any and all claims, damages, losses, costs, liabilities and expenses, including attorney fees, arising from all claims, whatsoever and whenever brought, which may be brought based directly or indirectly upon Special Promotions, Inc.'s breach of any of the warranties set forth above.

NOTICES
All notices and other communications pursuant to this Agreement shall be in writing and shall be deemed to have been duly given on the date of service if served via email, facsimile or express courier and properly addressed to the parties at the addresses set forth on the registration page. Either party may change its address for purposes of this Agreement by giving the other party written notice of the new address in the manner set forth above.

WAIVER
The waiver by one party of any breach of this Agreement by the other party hereto shall not be effective unless in writing, and no such waiver shall operate or be construed as the waiver of the same or another breach on a subsequent occasion.

GOVERNING LAW AND VENUE; ATTORNEY FEES
This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee. The venue of any proceeding arising out of this Agreement shall be Davidson County, Tennessee. The prevailing party in any dispute or proceeding arising out of this Agreement shall be entitled to its reasonable attorney fees incurred as a result thereof. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement.

Notwithstanding the foregoing, Licensor shall have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against Licensee in the event that, in the opinion of Licensor, such action is necessary or desirable.

SEVERABILITY
In the event that any one or more of the provisions of this Agreement, or any part thereof, shall be deemed to be unenforceable for any reason, the parties expressly agree that such provision or part thereof shall be deemed deleted so as to render the balance of this Agreement, as so modified, valid and enforceable to the fullest extent permitted by law. Each covenant and agreement contained in this Agreement shall be construed and enforced independently of any other provision of this Agreement.

WARRANTIES
Licensor warrants the Digital Media to be free from defects in material and workmanship for 30 days from delivery. The sole and exclusive remedy for a breach of the foregoing warranty is the replacement of the Digital Media. LICENSOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE DIGITAL MEDIA, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LICENSOR SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF LICENSEE'S USE OF THE DIGITAL MEDIA, THIS AGREEMENT, ANY INVOICE REGARDING THE DIGITAL MEDIA OR OTHERWISE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES.

TERMINATION AND REVOCATION
The license contained in this Agreement will terminate automatically without notice from Licensor if Licensee fails to comply with any provision of this Agreement. Upon termination, Licensee must immediately (i) stop using the Digital Media, (ii) destroy or, upon the request of Licensor, return the Digital Media to Licensor (in the case of analogue materials), and (iii) delete or remove the Digital Media from Licensee's premises, computer systems and storage (electronic or physical).

Licensor reserves the right to revoke the license to use the Digital Media for good cause and elect to replace such Digital Media with alternative Digital Media. Upon notice of any revocation of a license for any particular Digital Media, Licensee shall immediately cease using such Digital Media and shall ensure that its clients and customers do likewise.

ENTIRE UNDERSTANDING
This Agreement constitutes the complete understanding of the parties with respect to the subject matter hereof. No modification or waiver of any provision shall be valid unless in writing and signed by all parties.


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