GETTY IMAGES MUSIC LICENCE AGREEMENT

THIS IS A LEGAL AGREEMENT (THE "AGREEMENT") BETWEEN LICENSEE AND A SUBSIDIARY OF GETTY IMAGES, INC. ("GETTY IMAGES").
THE AFFILIATE OF GETTY IMAGES IDENTIFIED IN SECTION 11.9 BELOW WILL BE THE PARTY ENTERING INTO THIS AGREEMENT ("GETTY IMAGES")
WITH LICENSEE. THIS AGREEMENT APPLIES TO LICENCES ISSUED VIA THE WEB AND VIA LOCAL SALES REPRESENTATIVES, AND IS
APPLICABLE TO ONLINE, DIGITAL AND ANALOGUE (PHYSICAL) DELIVERY OF LICENSED MATERIAL. BY ORDERING A LICENCE, LICENSEE AND,
IF APPLICABLE, PURCHASER, IS CONFIRMING THAT IT HAS CAPACITY TO FORM A CONTRACT UNDER ITS LOCAL LAWS.
Last updated: February 2013
1. Definitions. The following terms have the stated meanings:
1.1 "Audio Products" means any product in any format or media now known or hereafter devised, embodying the Licensed Material alone, including,
without limitation, compact discs (CDs), cassettes, phonograph records and digital downloads.
1.2 "Breach" means any breach of, or failure to comply with, any representation, warranty, covenant or agreement made or undertaken in this
Agreement.
1.3 "Broadcast" means to cause or permit others to cause the performance, telecast, broadcast, transmission, streaming, exhibition or distribution of
the Synchronised Licensed Material.
1.4 "Collection Societies" means any performing, mechanical, or other rights society (e.g., ASCAP, BMI, SESAC, SOCAN, SACEM, MCPS, PRS, PPL,
GEMA, GVL, SGAE, AIE) that collects and administers royalty payments on behalf of music publishers, writers and performers.
1.5 "Copy" means to duplicate or otherwise make copies of the Work solely for the purpose of Broadcasting the Work.
1.6 "Edit" means use by Licensee of less than an entire Master, including the editing, looping, enhancing or modifying of the Master, provided that any
such change (i) shall not alter the fundamental character of the portion of the Master being used, and (ii) shall not give rise to any ownership rights
or claims, including copyright, on the part of Licensee in or to the resultant edited recording or composition.
1.7 "Licensed Material" means the sound recordings (the "Masters") and musical compositions, including lyrics, embodied on the Masters (the
"Compositions") offered for licensing by Getty Images and selected for use by Licensee (such Masters and Compositions so selected, collectively the
"Licensed Material"). Any reference in this Agreement to the Licensed Material shall be to each part of the Licensed Material and also to the Licensed
Material as a whole.
1.8 "Licensee" means the person or entity purchasing a licence hereunder and, if specifically identified during the purchase process or set forth in the
invoice, also means the person or entity on whose behalf the licence is purchased.
1.9 Licensee Work" means the production or programme embodying the Synchronised Licensed Material.
1.10 "Media" means, unless otherwise stated in the Rights and Restrictions, any and all media, now known or hereafter devised.
1.11 Purchaser means an entity purchasing the licence hereunder on behalf of a third-party Licensee.
1.12 "Rights and Restrictions" means the information available to Licensee at the time of the Licensed Material selection, either: (i) accompanying the
Licensed Material on any website where the Licensed Material is offered for licensing (including all areas of the purchase process); (ii) in any invoice
or order receipt; and (iii) in any other written communication accompanying the Licensed Material. Such Rights and Restrictions may include,
without limitation, a description of the Licensed Material, the permitted scope of use, any territory or other use restrictions applicable to the
Licensed Material selected, and the corresponding price for the licence of such Licensed Material (the Licence Fee). The Ri ghts and Restrictions
shall be incorporated into this Agreement, and all references to the Agreement shall include the Rights and Restrictions.
1.13 "Synchronise" means to couple and/or synchronise, arrange, record, re-record, transcribe, modify or edit the Licensed Material solely in timed
relation with the intended use(s) specified in the Rights and Restrictions.
1.14 "Synchronised Licensed Material" means Licensed Material that has been coupled and/or synchronised, arranged, recorded, re-recorded,
transcribed, modified or edited solely in timed relation with the intended use(s) specified in the Rights and Restrictions.

2. Licence Grant and Restrictions. Subject to the terms of this Agreement:
2.1 Getty Images grants to Licensee a non-exclusive, non-sublicensable and non-transferable right to use, Edit and Synchronise the Licensed Material,
and to Copy and Broadcast the Synchronised Licensed Material. This right may be exercised by subcontractors of Licensee (incl uding Purchaser) for
preparation of the Licensee Work, provided that such subcontractors agree to abide by the terms of this Agreement. As further described in Section
6, below, the rights granted herein may be subject to rights held by Collection Societies.
2.2 Use of the Licensed Material is strictly limited to the use, media, term of use, territory and any other restrictions specified in the Rights and
Restrictions. Licensee may utilise the Licensed Material in any production process as may be necessary for the intended use specified in the Rights
and Restrictions, including as set forth in Section 2.1 above. Licensee may license and/or transfer ownership of any Licensee Work (but not any
Licensed Material contained therein) as part of any distribution process as may be necessary or appropriate for the intended use specified in the
Rights and Restrictions solely as part of the distribution process contemplated in the Rights and Restrictions in connection with the intended use
specified therein.
2.3 While efforts have been made to correctly caption the subject matter of, and to provide other information (including metadata) related to, the
Licensed Material, Getty Images does not warrant the accuracy of such information.
2.4 Licensee may use the Synchronised Licensed Material as part of the Licensee Work to advertise or promote the Licensee Work, provided that the
Licensed Material is not separated from the original Licensee Work. Any use of Licensed Material apart from the Licensee Work requires a separate
licence.
2.5 Nothing contained in this Agreement shall be deemed to grant Licensee the right to manufacture, distribute or sell Audio Products.
2.6 Nothing contained in this Agreement shall be deemed to grant Licensee the right to use any Licensed Material as the theme song for a programme
or other production; any such use may only be made upon negotiation and payment to Getty Images of an additional fee.
2.7 Licensee shall not make the Licensed Material available in a manner intended to allow or invite a third party to download the Licensed Material alone
or extract the Licensed Material from the Licensee Work.
2.8 Licensed Material shall not be incorporated into a logo, trademark or service mark, without obtaining the prior written consent of Getty Images.
2.9 Defamatory or otherwise unlawful use of Licensed Material is strictly prohibited, whether directly or in context or juxtaposition with other material
or subject matter. Licensee shall also comply with any applicable regulations and/or industry codes.
2.10 Licensed Material shall not be used contrary to the Rights and Restrictions.
2.11 Where Purchaser is licensing Licensed Material on behalf of a Licensee, Purchaser hereby represents and warrants that: (i) Purchaser is authorised
to act as an agent on behalf of Licensee and has full power and authority to bind Licensee to this Agreement; and (ii) if Licensee subsequently
disputes such power or authority, Purchaser shall be liable for any failure of Licensee to comply with the terms of this Agreement. Nothing in this
Section 2.11 shall excuse Purchaser's obligation to make payment to Getty Images of the Licence Fee.
2.12 Licensee may not falsely represent, expressly or impliedly, that Licensee is the original creator of a work that derives a substantial part of its artistic
components from the Licensed Material.
2.13
If the Rights and Restrictions allow Copying or Broadcast of the Licensee Work on a website, Licensee shall post terms and conditions on its
permitted websites that prohibit downloading, republication, retransmission, reproduction or other use of the Licensed Material as a stand-alone file.
2.14
If the Rights and Restrictions include use on any social media platform or other third party website: (i) the Licensed Materi al may only be Copied or
Broadcast thereon as part of a Licensee Work (not in stand-alone form); (ii) such rights shall automatically be revoked in the event that the third
party website seeks to exploit purported rights to the Licensed Material contrary to the terms of this Agreement; and (iii) in such event, upon Getty
Images request, Licensee shall remove any Licensed Material from such platform or website.


3. Music Credit. If Licensed Material is used in an audio/visual production where credits are accorded to other providers of licensed material, credit shall
be accorded, where technically feasible, in equal size and comparable placement to such credit(s), substantially in the following form: "[Artist's
Name]/[Special Collection Reference, if any]/Getty Images" or as otherwise notified by Getty Images.

4. Collection Society Payments.
4.1 Notwithstanding Section 4.2, below, to the extent that Licensed Material consists of tracks or sound effects from Getty Images performance royalty-
free collections such as Sound Express or Sound Effects by Getty Images (the PRF Collections), this Licence Agreement shall be deemed to
include the direct grant to Licensee of the right to publicly perform the Licensed Material in the licensed territory, and no fee which would otherwise
become due and payable as a result of a public performance of the Licensed Material as contemplated by this Licence Agreement shall be due to
Getty Images or its contributors, nor shall this Licence Agreement require Licensee to report usage of the Licensed Material to any Collection
Societies. In furtherance of the foregoing, Getty Images has used reasonable efforts to ensure that it holds all rights in the content from its PRF
Collections necessary to issue direct licences, inclusive of all performing rights, mechanical or any other similar rights, without need for payment of
further royalties to any Collection Society. However, in certain jurisdictions outside of the United States (for example, France and Spain), Licensee
may be required to pay royalties to Collection Societies due to exploitation of the Licensed Material in that jurisdiction (regardless of whether any
contributor of the Licensed Material is a member of the applicable societies). Licensee must determine if such requirements exist in the applicable
jurisdiction and is solely responsible for any such fees.
4.2 Except as set forth above in Section 4.1 with respect to PRF Collections, nothing contained herein shall be deemed to constitute a waiver of any fee
which, as a result of the use of the Licensed Material contemplated by this Agreement, shall become due and payable to the relevant Collection
Society or pursuant to union or collective bargaining requirements. Licensee agrees to submit, and to instruct any third party acquiring rights to the
Work to submit, to all relevant Collection Societies, in any part of the Territory in which the Work is to be Broadcast or reproduced, such filings,
including so-called "cue sheets" and further agrees to take such actions as are necessary, in keeping with common industry practice, to enable such
Collection Societies to monitor and administer those performing and mechanical rights fees payable to the copyright owners of the Licensed Material
embodied in the Work.

5. Warranty and Limitation of Liability.
5.1 Getty Images warrants that: (i) the Licensed Material will be free from defects in material and workmanship for thirty (30) days from delivery
(Licensee's sole and exclusive remedy for a breach of this warranty being the replacement of the Licensed Material); (ii) it has all necessary rights
and authority to enter into and perform this Agreement; and (iii) Licensee's use of the Licensed Material in its original form, and when used in
accordance with this Agreement, will not infringe upon the rights of any third party, including copyrights and rights of privacy or publicity.
5.2 GETTY IMAGES DOES NOT MAKE ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE LICENSED MATERIAL OR ITS
DELIVERY SYSTEMS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE. GETTY IMAGES SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY PUNITIVE,
SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS
AGREEMENT, EVEN IF GETTY IMAGES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. SOME
JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR CERTAIN
CATEGORIES OF DAMAGES. GETTY IMAGES SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS OR LOSSES ARISING OUT OF OR AS A
RESULT OF MODIFICATIONS MADE TO THE LICENSED MATERIAL BY LICENSEE OR THE CONTEXT IN WHICH LICENSED MATERIAL IS
USED IN A LICENSEE WORK.

6. Indemnification.
6.1 Providing Licensed Material is only used in accordance with this Agreement and Licensee is not otherwise in breach of this Agreement, and as
Licensee's sole and exclusive remedy for any alleged or actual breach of the representations and warranties set forth in Section 5.1(ii)-(iii) above,
Getty Images shall, subject to the terms of Section 5.2 above and Section 6.3 below, defend, indemnify, and hold harmless Licensee and its parent,
subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees from all damages, liabilities and
expenses (including reasonable outside attorneys' fees) arising out of or as a result of claims by third parties (Claims) relating to any actual or
alleged breach by Getty Images of its warranties set forth in Section 5.1(ii)-(iii) above. Getty Images shall have no obligation under this Section 6.1
for any Claims that arise out of or are a result of: (i) Licensees modification of the Licensed Material, where the Claim would not have arisen but for
the modification made by Licensee; (ii) the context in which Licensed Material is used in a Licensee Work, where the Claim would not have arisen but
for such context; (iii) Licensees failure to comply with the terms of this Agreement; or (iv) Licensees continued use of Li censed Material following
notice from Getty Images, or upon Licensees knowledge, that Licensed Material is subject to a claim of infringement of anothers right. The foregoing
states Getty Images' entire indemnification obligation under this Agreement.
6.2 Licensee shall, subject to the terms of Section 6.3 below, defend, indemnify and hold harmless Getty Images and its parent, subsidiaries and
commonly owned or controlled affiliates and their respective officers, directors and employees from all damages, liabilities and expenses (including
reasonable outside attorneys' fees) arising out of or as a result of claims by third parties relating to: (i) Licensee's use of any Licensed Material
outside the scope of this Agreement; or (ii) any other actual or alleged breach by Licensee of this Agreement.
6.3 The party seeking indemnification pursuant to this Section 6 shall promptly notify the other party of such claim. At indemnifying party's option,
indemnifying party may assume the handling, settlement or defence of any claim or litigation, in which event indemnified party shall co-operate in
the defence of any such claim or litigation as may reasonably be requested by indemnifying party. Indemnified party shall have the right to
participate in such litigation, at its expense, through counsel selected by indemnified party. Indemnifying party will not be liable for legal fees and
other costs incurred prior to the other party giving notice of the claim for which indemnity is sought.
7. Condition of Licensed Material. Licensee should examine all Licensed Material for possible defects (whether digital or otherwise) before sending any
Licensed Material for Copying. Without prejudice to Section 5.1(i) above, Getty Images shall not be liable for any loss or damage suffered by Licensee or
any third party, whether directly or indirectly, arising from any alleged or actual defect in any Licensed Material or its caption or in any way from its
Copying.
8. Licence Cancellation Fee. If Licensee or Purchaser requests in writing to cancel this Agreement within 30 days of the date of receipt by Licensee or
Purchaser of the Licensed Material, and such Licensed Material has not been used by Licensee, Getty Images may cancel this Agreement and issue a
credit to Licensee's or Purchaser's account or credit card as follows: (i) an amount up to 100% of the Licence Fee may be credited if the request is
received within 7 days of receipt of the Licensed Material; or (ii) an amount up to 50% of the Licence Fee may be credited if the request is received
between 8 and 30 days of receipt of the Licensed Material; in each case an administration fee of US$50 (or local currency variation) will be charged. No
credits are available for any cancellation request received after 30 days from receipt of Licensed Material. Nothing in this Section 8 shall apply to
research, lab, service or subscription fees which shall be payable according to the terms stated on the Invoice and shall be non-refundable.
9. Electronic Invoicing; Interest on Overdue Invoices. Licensee and Purchaser agree to receive invoices from Getty Images electronically via the
email address associated with Licensees and/or Purchasers Getty Images account. If Licensee fails to pay Getty Images' invoice in full within the time
specified on the invoice, Getty Images may add a service charge of one-and-one-half percent (1.5%) per month, or such lesser amount as is allowed by
law, on any unpaid balance until payment is received.
10. Reservation of Rights. All rights which are not expressly granted by Getty Images to Licensee pursuant to this Agreement, including all promotional
materials or any other property owned or controlled by Getty Images (including, without limitation, the PumpBox and the Soundtrack music licensing
system) are specifically reserved by Getty Images. Except as expressly set forth in this Agreement, nothing contained herein shall be deemed to convey
or transfer to Licensee any ownership interest, including copyright, in or to the Licensed Material. Each PumpBox or Soundtrack system, along with any
connection cable or other peripherals provided hereunder, provided to Licensee is the property of Getty Images and is returnable on demand. No use of
information and proprietary material contained within the PumpBox or Sountrack system, including the metadata, sound recordings, sound effects and
musical compositions, may be made except in compliance with this Agreement.

11. Miscellaneous Terms.
11.1 Unauthorised Use and Termination. Any use of Licensed Material in a manner not expressly authorised by this Agreement or in breach of a term of
this Agreement constitutes copyright infringement, entitling Getty Images to exercise all rights and remedies available to it under copyright laws
around the world. In addition, and without prejudice to Getty Images' other remedies under this Agreement, Getty Images reserves the right to
charge and Licensee agrees to pay a fee equal to up to five (5) times Getty Images' standard licence fee for the unauthorised use of the Licensed
Material. Getty Images reserves the right to terminate this Agreement in the event Licensee: (i) enters the Agreement after having received notice
of unauthorised use from Getty Images relating to the Licensed Material; (ii) provides inaccurate information regarding its proposed use of the
Licensed Material at the time of entering the Agreement; (iii) fails to pay the Licence Fee on the due date; or (iv) otherwise breaches the terms of
this Agreement. Upon termination, Licensee must immediately (I) stop using the Licensed Material; and (II) destroy or, upon the request of Getty
Images, return to Getty Images the Licensed Material and, in the case of termination by Getty Images for cause, the Licensee Work in the
possession or control of Licensee.
11.2 Audit/Certificate of Compliance. Upon reasonable notice, Licensee shall provide sample copies of Copies or Licensee Works containing Licensed
Material to Getty Images, including by providing Getty Images with free of charge access to any pay-walled or otherwise restricted access website
or platform where the Licensed Material is Copied or Broadcast. In addition, upon reasonable notice, Getty Images may, at its discretion, either
through its own employees or through a third party, audit Licensee's records directly related to this Agreement and use of Licensed Material in order
to verify compliance with the terms of this Agreement. If any such audit reveals an underpayment by Licensee to Getty Images of five percent (5%)
or more of the amount Licensee should have paid for the time period that is the subject of the audit, in addition to paying Getty Images the amount
of such underpayment, Licensee shall also reimburse Getty Images for the costs of conducting such audit. Where Getty Images reasonably believes
that Licensed Material is being used outside the scope of the licence granted under this Agreement, Licensee shall, at Getty Images' request,
provide a certificate of compliance signed by an officer of Licensee, in a form to be approved by Getty Images.
11.3 Withdrawal. Upon notice from Getty Images, or upon Licensee's knowledge, that any Licensed Material may be subject to a claim of anothers right
for which Getty Images may be liable, Getty Images may require Licensee to immediately and at its own expense (i) stop using the Licensed
Material; (ii) delete or remove the Licensed Material from its premises, computer systems and storage (electronic and physical); and (iii) ensure
that its clients do likewise. Getty Images shall provide Licensee with comparable Licensed Material (which comparability will be determined by Getty
Images in its reasonable commercial judgement), free of charge, but subject to the other terms and conditions of this Agreement.
11.4 Governing Law/Arbitration. This Agreement will be governed in all respects by the laws of the State of New York, U.S.A., without reference to its
laws relating to conflicts of law. Any disputes arising from or related to this Agreement or its enforceability, or the business relationship between the
parties, shall be finally settled by binding, confidential arbitration by a single arbitrator selected using the rules and procedures for arbitrator
selection under the Commercial Rules of the American Arbitration Association ("AAA") or of the International Centre for Dispute Resolution ("ICDR")
in effect on the date of the commencement of the arbitration (the applicable rules to be at Licensees discretion), to be held in one of the following
jurisdictions (whichever is closest to Licensee): Seattle, Washington; New York, New York; Los Angeles, California; London, England; Paris, France;
Frankfurt, Germany; Tokyo, Japan or Singapore. The arbitration proceedings shall be conducted in English and all documentation shall be presented
and filed in English. The decision of the arbitrator shall be final and binding on the parties, and judgement may be entered on the arbitration award
and enforced by any court of competent jurisdiction. The prevailing party shall be entitled to recover its reasonable legal costs relating to that
aspect of its claim or defence on which it prevails, and any opposing costs awards shall be offset. The United Nations Convention on Contracts for
the International Sale of Goods does not govern this Agreement. Notwithstanding the foregoing, Getty Images 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 Getty Images, such action is necessary or desirable. The parties agree that, notwithstanding any
otherwise applicable statute(s) of limitations, any arbitration proceeding shall be commenced within two years of the acts, events or occurrences
giving rise to the claim.
11.5 Severability. If one or more of the provisions contained in this Agreement is found to be invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions shall not be affected. Such provisions shall be revised only to the extent necessary to make
them enforceable.
11.6 Waiver. No action of either party, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on
the part of either party in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies, and a single or partial
exercise by either party of any such rights or remedies will not preclude other or further exercise of that right or remedy. A waiver of a right or
remedy on one occasion will not be construed as a bar to or waiver of rights or remedies on any other occasion.
11.7 Entire Agreement. This Agreement is intended for business customers of Getty Images and contains all the terms of the licence agreement. No
terms or conditions may be added or deleted unless made in writing and either accepted in writing by an authorised representative of both parties
or issued electronically by Getty Images and accepted in writing by an authorised representative of Licensee. In the event of any inconsistency
between the terms contained herein and the terms contained on any purchase order sent by Licensee, the terms of this Agreement shall govern
11.8 Taxes. All Licence Fees are exclusive of any applicable sales, use, withholding or other transactional taxes, which are the sole responsibility of
Licensee or Purchaser (if any).
11.9
Getty Images Licensing Company. The licensing entity under this Agreement shall be determined by the billing address of the Licensee or, if
any, Purchaser, as follows:

LICENSEE/PURCHASER
LOCATION:
GETTY IMAGES LICENSER (and LOCATION):


United States Getty Images (US), Inc. (United States)


Spain Getty Images Sales Spain SL (Spain)


Portugal Getty Images Sales Portugal, Unipessoal, Lda. (Portugal)


Australia Getty Images Sales Australia Pty Limited (Australia)


New Zealand Getty Images Sales New Zealand Limited (New Zealand)


Malaysia
Getty Images Malaysia Sdn Bhd (formerly VPA Photolibrary.com Sdn
Bhd) (Malaysia)

Thailand Getty Images (Thailand) Limited (Thailand)


Philippines Getty Images Pte Limited, Philippines branch (Philippines)


Hong Kong Getty Images Sales Hong Kong Limited (Hong Kong)


Singapore Getty Images Sales Singapore Pte Limited (Singapore)


Japan Getty Images Sales Japan GK (Japan)


India Getty Images Media India Pvt Ltd (India)


United Arab Emirates, Bahrain,
Jordan, Kuwait, Lebanon, Oman,
Qatar, Saudi Arabia, Yemen
Getty Images Middle East FZ LLC (UAE)


Turkey Getty Images Turkey Medya Hizmetleri Ltd ti. (Turkey)


All other countries Getty Images International (Ireland)

2013 Getty Images. All rights reserved.