Common use of Grant of Licence Clause in Contracts

Grant of Licence. 2.1 Subject to and conditional upon compliance with the terms and conditions contained herein, ICE (as agent for Member Repertoire and as attorney for Reciprocal Repertoire) on behalf of the applicable Rights Holders (each to the extent they own and/or control any Repertoire Works licensed hereunder) hereby grants the Licensee a non-exclusive licence to do the following during the Term in the Licensed Territory: 2.1.1 to reproduce Repertoire Works on servers in any territory in the universe (including temporary copies on servers between the originating server and the ultimate destination of the Repertoire Work) for the purpose of transmitting the same to Users within the Licensed Territory, for the User's own private and non- commercial use and by means of the Licensed Services; 2.1.2 where downloads are permitted under this Agreement, to cause temporary or permanent copies (as applicable) of Repertoire Works to be made on Users’ Data Storage Devices in the Licensed Territory for the User's own private and non-commercial use; and 2.1.3 to communicate to the public (as that term is defined in the Act) and to authorise the communication to the public of Repertoire Works within the Licensed Territory solely as part of and for the purposes of the provision of the Licensed Services. 2.2 The above licences will apply where Repertoire Works are used in audio-only material and Audio-Visual Material. 2.3 The proviso to the definition of Audio-Visual Material and the provisions of clauses 3.6, 3.9, 3.10 and 3.11 of this Agreement will not apply to a particular Repertoire Work where the owner of the relevant rights in such Repertoire Work has granted permission to the Licensee for the use of that Repertoire Work on the Licensed Services in the manner described under the relevant clause on such terms and conditions (including, if required, the payment of royalties or fees in addition to those specified under this Agreement) as the owner thinks fit. 2.4 The licences granted in this clause 2 will not apply to any Licensed Services which knowingly or recklessly provide internet or mobile “links” to music which requires a licence, but is unlicensed (whether in the form of recordings or notation, scores, lyrics etc.). The inclusion of such links on the Licensed Services will constitute a material breach of this Agreement (which is capable of remedy). 2.5 The Licensee will notify ICE in writing (by email to xxxxxxxxx@xxxxxxxxxxx.xxx) of: 2.5.1 any change to the trading name of any Licensed Services, or part thereof; 2.5.2 any proposed material change to the Licensed Services as soon as practicable and in any event no later than one (1) month before such proposed change is planned to come into effect in any country in the Licensed Territory. Following receipt of such notice ICE and the Licensee will discuss in good faith any amendments to the scope of the Licensed Services hereunder required for the Licensee to be permitted to implement such change. Any such amendment must be by written instrument signed by ICE (on its own behalf and on behalf of the Rights Holders) and the Licensee; and/or 2.5.3 any other changes or proposed changes to the information provided by the Licensee in the Application and/or set out in the Cover Sheet.

Grant of Licence. 2.1 Subject to and conditional upon compliance with the terms and conditions contained herein, ICE (as agent for Member Repertoire and as attorney for Reciprocal Repertoire) on behalf of the applicable Rights Holders (each to the extent they own and/or control any Repertoire Works licensed hereunder) hereby grants the Licensee a non-exclusive licence to do the following during the Term in the Licensed Territory: 2.1.1 to reproduce Repertoire Works on servers in any territory in the universe (including temporary copies on servers between the originating server and the ultimate destination of the Repertoire Work) for the purpose of transmitting the same to Users within the Licensed Territory, for the User's own private and non- non-commercial use and by means of the Licensed Services; 2.1.2 where downloads are permitted under this Agreement, to cause temporary or permanent copies (as applicable) of Repertoire Works to be made on Users’ Data Storage Devices in the Licensed Territory for the User's own private and non-non- commercial use; and; 2.1.3 to communicate to the public (as that term is defined in the Act) and (provided that the Licensee remains the Digital Service Provider) to authorise the communication to the public of Repertoire Works within the Licensed Territory solely as part of and for the purposes of the provision of the Licensed Services; 2.1.4 (where set out in the Cover Sheet) to the extent mandates are available to Rights Holders, to enable Users to synchronise Repertoire Works with images (whether static or moving) solely within Audio-Visual Material uploaded by any User for its private and non-commercial purposes on the Licensed Services (“Sync Rights”); and 2.1.5 (where set out in the Cover Sheet) to the extent mandates are available to Rights Holders, to graphically display lyrics written to be used with the music or authorised for use with the music solely embodied in Audio- Visual Material in conjunction with the underlying Repertoire Work for the User’s private and non- commercial purposes on the Licensed Services (“Lyric Rights”). 2.2 The above licences will apply where Repertoire Works are used in audio-only material and Audio-Visual Material. 2.3 The proviso to the definition of Audio-Visual Material and the provisions of clauses 3.6, 3.9, 3.10 and 3.11 of this Agreement will not apply to a particular Repertoire Work where the owner of the relevant rights in such Repertoire Work has granted permission to the Licensee for the use of that Repertoire Work on the Licensed Services in the manner described under the relevant clause on such terms and conditions (including, if required, the payment of royalties or fees in addition to those specified under this Agreement) as the owner thinks fit. 2.4 The licences granted in this clause 2 will not apply to any Licensed Services which knowingly or recklessly provide internet or mobile “links” to music which requires a licence, but is unlicensed (whether in the form of recordings or notation, scores, lyrics etc.). The inclusion of such links on the Licensed Services will constitute a material breach of this Agreement (which is capable of remedy). 2.5 The Licensee will notify ICE in writing (by email to xxxxxxxxx@xxxxxxxxxxx.xxx) of: 2.5.1 any change to the trading name of any Licensed Services, or part thereof; 2.5.2 any proposed material change to the Licensed Services as soon as practicable and in any event no later than one (1) month before such proposed change is planned to come into effect in any country in the Licensed Territory. Following receipt of such notice ICE and the Licensee will discuss in good faith any amendments to the scope of the Licensed Services hereunder required for the Licensee to be permitted to implement such change. Any such amendment must be by written instrument signed by ICE (on its own behalf and on behalf of the Rights Holders) and the Licensee; and/or 2.5.3 any other changes or proposed changes to the information provided by the Licensee in the Application and/or set out in the Cover Sheet.

Grant of Licence. 2.1 Subject to the covenants and conditional upon compliance provisions of this Agreement to be observed and performed by the Licensee, the Licensor hereby grants to the Licensee the right and license, in respect of the Trade-marks applicable in the Territory and the Know-How, to manufacture and market the Product in the Territory during the Term of this Agreement and to utilize the Know-How in the manufacturing and marketing of the Product. 2.2 Licensor further agrees to make available to the Licensee the Know-How relating to manufacture and marketing of the Product during the currency of this Agreement and the Licensee acknowledges that such Know-How shall at all times both during and after the currency of this Agreement remain the property of the Licensor which may be used by the Licensee only in accordance with the terms and conditions contained herein, ICE (as agent for Member Repertoire of this Agreement. 2.3 The Licensee hereby acknowledges that the Licensor will retain the right to sell any Product in the Territory and as attorney for Reciprocal Repertoire) on behalf of the applicable Rights Holders (each to the extent they own and/or control any Repertoire Works licensed hereunder) hereby grants the Licensee a non-exclusive licence agrees to do inform the following during Licensor of all industries, customers or markets into which the Term in the Licensed Territory:Licensee sells Product. 2.1.1 to reproduce Repertoire Works on servers in any territory in the universe (including temporary copies on servers between the originating server and the ultimate destination of the Repertoire Work) for the purpose of transmitting the same to Users within the Licensed Territory, for the User's own private and non- commercial use and by means of the Licensed Services; 2.1.2 where downloads are permitted under this Agreement, to cause temporary or permanent copies (as applicable) of Repertoire Works to be made on Users’ Data Storage Devices in the Licensed Territory for the User's own private and non-commercial use; and 2.1.3 2.4 The Licensor further agrees to communicate to the public (as that term is defined Licensee any new development in the Act) and to authorise Know-How or Product occurring during the communication to the public of Repertoire Works within the Licensed Territory solely as part of and for the purposes of the provision of the Licensed Services. 2.2 The above licences will apply where Repertoire Works are used in audio-only material and Audio-Visual Material. 2.3 The proviso to the definition of Audio-Visual Material and the provisions of clauses 3.6, 3.9, 3.10 and 3.11 currency of this Agreement will not apply for use by the Licensee without additional consideration subject to the terms of this Agreement and in this regard should the Licensor register any patents, or additional trademarks with respect to the Products, the Licensor hereby grants a particular Repertoire Work where the owner of the relevant rights in such Repertoire Work has granted permission license to the Licensee for the use of that Repertoire Work on the Licensed Services in the manner described said patent or trademark under the relevant clause on such same terms and conditions (including, if required, herein for the payment duration of royalties or fees in addition to those specified under the term of this Agreement) as the owner thinks fit. 2.4 The licences granted in this clause 2 will not apply to any Licensed Services which knowingly or recklessly provide internet or mobile “links” to music which requires a licence, but is unlicensed (whether in the form of recordings or notation, scores, lyrics etc.). The inclusion of such links on the Licensed Services will constitute a material breach of this Agreement (which is capable of remedy). 2.5 The Licensee will notify ICE in writing (by email to xxxxxxxxx@xxxxxxxxxxx.xxx) of: 2.5.1 any change Licensor further agrees that during the currency of this Agreement, it shall specify to the trading name Licensee the Components in accordance with the terms of any Licensed Services, or part thereof; 2.5.2 any proposed material change to the Licensed Services as soon as practicable and in any event no later than one (1) month before such proposed change is planned to come into effect in any country in the Licensed Territory. Following receipt of such notice ICE this Agreement and the Licensee will discuss agrees to purchase such Components in good faith accordance with the terms and conditions of this Agreement from the Licensor only or from sources approved in writing by the Licensor. 2.6 The Licensor agrees that the Know-How shall not be communicated to any amendments other person for use within the Territory during the currency of this Agreement. The Licensor and Licensee both undertake to the scope use their best efforts to prevent any unauthorized disclosure or use of the Licensed Services hereunder required for the Licensee to be permitted to implement such change. Any such amendment must be by written instrument signed by ICE (on its own behalf and on behalf of the Rights Holders) and the Licensee; and/or 2.5.3 any other changes or proposed changes to the information provided Know-How, except as authorized by the Licensee in the Application and/or set out in the Cover Sheetterms of this Agreement.

Grant of Licence. 2.1 Subject to and conditional upon compliance with the terms and conditions contained herein, ICE (as agent for Member Repertoire and as attorney for Reciprocal Repertoire) on behalf of the applicable Rights Holders (each to the extent they own and/or control any Repertoire Works licensed hereunder) hereby grants the Licensee a non-exclusive licence to do the following during the Term in the Licensed Territory: 2.1.1 to reproduce Repertoire Works on servers in any territory in the universe (including temporary copies on servers between the originating server and the ultimate destination of the Repertoire Work) for the purpose of transmitting the same to Users Licensee Clients within the Licensed Territory, for the User's own private and non- commercial use and by means of Territory across the Licensed Services; 2.1.2 where downloads are permitted under this Agreement, to cause temporary or permanent copies (as applicable) of Repertoire Works to be made on UsersLicensee Clients’ Data Storage Devices in the Licensed Territory for across the User's own private and non-commercial useLicensed Services; and 2.1.3 to communicate to the public (as that term is defined in the Act) and (provided that the Licensee remains the Digital Service Provider) to authorise the communication to the public of Repertoire Works within the Licensed Territory solely as part of and for the purposes of the provision of the Licensed Services. 2.2 The above licences will apply where Repertoire Works are used in audio-only material and Audio-Visual Material. 2.3 The proviso to the definition of Audio-Visual Material and the provisions of clauses 3.6, 3.9, 3.10 and 3.11 of this Agreement will not apply to a particular Repertoire Work where the owner of the relevant rights in such Repertoire Work has granted permission to the Licensee for the use of that Repertoire Work on the Licensed Services in the manner described under the relevant clause on such terms and conditions (including, if required, the payment of royalties or fees in addition to those specified under this Agreement) as the owner thinks fit. 2.4 The licences granted in this clause 2 will not apply to any Licensed Services which knowingly or recklessly provide internet or mobile “links” to music which requires a licence, but is unlicensed (whether in the form of recordings or notation, scores, lyrics etc.). The inclusion of such links on the Licensed Services will constitute a material breach of this Agreement (which is capable of remedy). 2.5 The Licensee will notify ICE in writing (by email to xxxxxxxxx@xxxxxxxxxxx.xxx) of: 2.5.1 any change to the trading name of any Licensed Services, or part thereof; 2.5.2 any proposed material change to the Licensed Services as soon as practicable and in any event no later than one (1) month before such proposed change is planned to come into effect in any country in the Licensed Territory. Following receipt of such notice ICE and the Licensee will discuss in good faith any amendments to the scope of the Licensed Services hereunder required for the Licensee to be permitted to implement such change. Any such amendment must be by written instrument signed by ICE (on its own behalf and on behalf of the Rights Holders) and the Licensee; and/or 2.5.3 any other changes or proposed changes to the information provided by the Licensee in the Application and/or set out in the Cover Sheet.

Grant of Licence. 2.1 Subject In consideration of the payments required to be made under this agreement by the Licensee, OUI grants to the Licensee a licence in the Territory in respect of the Licensed Technology to develop, make, have made, import, use and conditional upon compliance with have used and Market the Licensed Product subject to the terms and conditions contained hereinof this agreement. Subject to clause 4, ICE the Licence in respect of: 2.1.1 the Licensed Intellectual Property is : (as agent for Member Repertoire a) in relation to Applications 1 and as attorney for Reciprocal Repertoire2 exclusive in all fields; (b) on behalf of the applicable Rights Holders (each in relation to the extent they own and/or control any Repertoire Works licensed hereunder) hereby grants the Licensee a Application 3 non-exclusive licence to do the following during the Term in the Licensed Territory:field of Hepatitis B therapy; 2.1.1 (c) in relation to reproduce Repertoire Works on servers in any territory Application 4 exclusive in the universe (including temporary copies on servers between the originating server fields of Human Papilloma Virus associated diseases and the ultimate destination of the Repertoire Work) for the purpose of transmitting the same to Users within the Licensed Territory, for the User's own private and non- commercial use and by means of the Licensed ServicesHepatitis B therapy; 2.1.2 where downloads are permitted under this Agreement, (d) in relation to cause temporary or permanent copies (as applicable) of Repertoire Works to be made on Users’ Data Storage Devices Application 5 exclusive in the Licensed Territory for the User's own private and non-commercial usefield of Hepatitis B therapy; and 2.1.3 to communicate to the public (as that term is defined in the Act) and to authorise the communication to the public of Repertoire Works within 2.1.2 the Licensed Territory solely as part of and for the purposes of the provision of the Licensed ServicesKnow-how is non-exclusive in all fields. 2.2 The above licences will apply where Repertoire Works are used As soon as is reasonably possible after the date of this agreement (and in audioany event within [***] of the date of this agreement), OUI will, at OUI’s cost, supply the Licensee with the Documents. OUI shall, for a period of [***] from the date of this agreement, continue to provide the Licensee with such documents and materials as embody the Licensed Know-only material and Audio-Visual MaterialHow generated during that period. 2.3 The proviso Licensee may grant sub-licences with the prior written consent of OUI, such consent not to be unreasonably withheld, conditioned or delayed, provided that: (a) the definition of Audiosub-Visual Material and the provisions of clauses 3.6, 3.9, 3.10 and 3.11 of this Agreement will not apply to a particular Repertoire Work where the owner of the relevant rights in such Repertoire Work licensee has granted permission obligations to the Licensee for commensurate with those which the use Licensee has to OUI under this agreement, except the financial terms hereof or where it is not legally possible to include such obligations in the sub-licence; (b) the nature of the proposed sub-licensee is not likely in OUI’s reasonable opinion to have any detrimental impact on the reputation of either OUI or of the University; (c) the sub-licensee has sufficient financial resources to develop and Market the Licensed Product (it being acknowledged and agreed that if the sub-licensee is a publicly-listed company with a market capitalisation equal to or in excess of [***] it will be considered to have sufficient financial resources to develop and Market the Licensed Product); (d) as soon as reasonably practicable following the grant of each sub-licence, the Licensee provides a certified copy of that Repertoire Work on sub-licence to OUI, such copy to be Confidential Information of the Licensee which may be redacted to the extent any information in such sub-licence does not relate to the Licensed Services Technology, OUI and/or this agreement; (e) the sub-licensee enters into a Deed of Covenant with the Licensor in the manner described under form set out in Schedule 5; (f) OUI will be deemed to have consented to a sub-licence within [***] of receipt of such written request by the relevant clause on Licensee to grant a sub-licence, provided it has not refused consent or requested reasonable further time or information to consider the request within such terms and conditions [***] period; and (including, if required, the payment of royalties or fees in addition g) no sub-licence will carry any right to those specified under this Agreement) as the owner thinks fitsub-sub-license. 2.4 The licences granted in this Notwithstanding clause 2 2.3, no prior written consent from OUI will not apply to any Licensed Services which knowingly be required for sublicences if: (a) the sub-licensee or recklessly provide internet or mobile “links” to music which requires an Affiliate of the sub-licensee, at the time of entering into a new sub-licence, but is unlicensed (whether already a licensee or a sub-licensee of the Licensee in the form respect of recordings all or notation, scores, lyrics etc.). The inclusion part of such links on the Licensed Services will constitute Technology; or (b) the sub-licensee Is a material breach subsidiary or an Affiliate of this Agreement the Licensee; provided always that the sub-licence complies with provisions (which is capable a), (d) and (e) of remedy)clause 2.3. 2.5 The Licensee will notify ICE in writing A decision by OUI not to give prior written consent under clause 2.3(b) or (c) shall be accompanied by email to xxxxxxxxx@xxxxxxxxxxx.xxxa written description of the reasons for such disapproval, and the parties shall promptly (within [***]) of: 2.5.1 any change to discuss the trading name of any Licensed Services, or part thereof; 2.5.2 any proposed material change to the Licensed Services as soon as practicable and in any event no later than one (1) month before such proposed change is planned to come into effect in any country in the Licensed Territory. Following receipt of such notice ICE reasons OUI has given and the Licensee will discuss in good faith any amendments to the scope of the Licensed Services hereunder required for the Licensee to be permitted to implement may challenge such change. Any such amendment must be by written instrument signed by ICE (on its own behalf and on behalf of the Rights Holders) and the Licensee; and/or 2.5.3 any other changes or proposed changes to the information provided by the Licensee in the Application and/or set out in the Cover Sheetreasons.

Grant of Licence. 2.1 Subject to and conditional upon compliance with the terms and conditions contained herein, ICE (as agent for Member Repertoire and as attorney for Reciprocal Repertoire) on behalf of the applicable Rights Holders (each to the extent they own and/or control any Repertoire Works licensed hereunder) hereby grants the Licensee a non-exclusive licence to do the following during the Term in the Licensed Territory: 2.1.1 to reproduce Repertoire Works on servers in any territory in the universe (including temporary copies on servers between the originating server and the ultimate destination of the Repertoire Work) for the purpose of transmitting the same to Users Licensee Clients within the Licensed Territory, for the User's own private and non- commercial use and by means of Territory across the Licensed Services; 2.1.2 where downloads are permitted under this Agreement, to cause temporary or permanent copies (as applicable) of Repertoire Works to be made on UsersLicensee Clients’ Data Storage Devices in the Licensed Territory for across the User's own private and non-commercial useLicensed Services; and 2.1.3 to communicate to the public (as that term is defined in the Act) and to authorise the communication to the public of Repertoire Works within the Licensed Territory solely as part of and for the purposes of the provision of the Licensed Services. 2.2 The above licences will apply where Repertoire Works are used in audio-only material and Audio-Visual Material. 2.3 The proviso provision to the definition of Audio-Audio- Visual Material and the provisions of clauses 3.6, 3.9, 3.10 and 3.11 of this Agreement will not apply to a particular Repertoire Work where the owner of the relevant rights in such Repertoire Work has granted permission to the Licensee for the use of that Repertoire Work on the Licensed Services in the manner described under the relevant clause on such terms and conditions (including, if required, the payment of royalties or fees in addition to those specified under this Agreement) as the owner thinks fit. 2.4 The licences granted in this clause 2 will not apply to any Licensed Services which knowingly or recklessly provide internet or mobile “links” to music which requires a licence, but is unlicensed (whether in the form of recordings or notation, scores, lyrics etc.). The inclusion of such links on the Licensed Services will constitute a material breach of this Agreement (which is capable of remedy). 2.5 The Licensee will notify ICE in writing (by email to xxxxxxxxx@xxxxxxxxxxx.xxx) of: 2.5.1 any change to the trading name of any Licensed Services, or part thereof; 2.5.2 any proposed material change to the Licensed Services as soon as practicable and in any event no later than one (1) month before such proposed change is planned to come into effect in any country in the Licensed Territory. Following receipt of such notice ICE and the Licensee will discuss in good faith any amendments to the scope of the Licensed Services hereunder required for the Licensee to be permitted to implement such change. Any such amendment must be by written instrument signed by ICE (on its own behalf and on behalf of the Rights Holders) and the Licensee; and/or 2.5.3 any other changes or proposed changes to the information provided by the Licensee in the Application and/or set out in the Cover Sheet.

Grant of Licence. 2.1 Subject In consideration of the Fees, and with reference to and conditional upon compliance such Services as are stated to form a part of this Agreement in the Order Form, Storyful agrees to provide the Service to the Client for use in connection only with the Permitted Client Media on the following basis: (a) Storyful will provide access during the Term via web browser to the Platform for the number of Client's Personnel defined on the Order Form; (b) Storyful will provide access to the Digital Content via the Platform and/or via the mRSS feed; (c) Storyful grants to the Client a limited non-exclusive, non-transferable, and royalty-free license to the Storyful Content for the purposes described in Clause 2.2 during the Term; (d) Storyful grants to the Client a limited perpetual, non-exclusive, non-transferable, and royalty-free license to the Cleared Content for the purposes described in Clause 2.2. 2.2 Provided that the Client has purchased a Subscription to the Service, Client may use any Cleared Content to in order to (i) investigate, develop and produce news content, (ii) create derivative works of the Cleared Content, and (iii) publish, perform and display Cleared Content and derivative works on the Permitted Client Media and Permitted Client Social Media Platforms. 2.3 Any Licensed, Restricted or Partner Digital Content may not be used unless Client has (i) purchased a Licensed Content Package; or (ii) agreed a PAYG rate for use of Licensed Content. 2.4 If Client has purchased a Licensed Content Package or agreed to a rate for PAYG Licensed Content then, subject to the payment of the applicable Fees, Storyful grants to Client a non-exclusive, non-transferable and royalty-free license to Licensed, Restricted or Partner Digital Content that Client may use on Permitted Client Media and Permitted Client Social Media Platforms (where relevant) without limitation but subject to the rest of this Clause 2, for one (1) year from the date of first download of each piece of Licensed, Restricted or Partner Digital Content. Where so indicated on the Order Form, the foregoing license is extended to include Archive Rights, as defined in section 1 (Definitions). 2.5 Should Client use Licensed, Restricted or Partner Digital Content without having purchased a Licensed Content Package or agreeing to a rate for PAYG Licensed Content, in a way not permitted by the Licence or use an additional amount of Licensed, Restricted or Partner Digital Content over the allotted number stated in the Order Form, Client will be invoiced at a rate to be determined by Storyful in accordance with its then current rate card or as stated in the Order Form. 2.6 Client may not (without express written consent of Storyful) re-upload the Digital Content to YouTube or syndicate, redistribute or resell any aspect of the Digital Content (regardless of license) to any other party, including with the intention of allowing that third party to publish, broadcast (through any online or broadcast medium) or themselves syndicate, redistribute or resell the Digital Content. 2.7 Notwithstanding the foregoing, and where expressly provided as such in the Order Form, use of the Licensed Content shall be permitted on the Permitted Client Social Media Platforms subject to the terms of the Order Form. Client, on the Permitted Client Social Media Platforms, shall be entitled to: (a) embed and or link to the original Licensed Content; and (b) embed and or link to the Client’s use of the Licensed Content on its owned digital property (excluding Youtube). 2.8 Client warrants and represents that its use of the Digital Content, including use by any of its permitted affiliates, agents, contractors or other third parties, shall not: (a) disparage, defame or reflect unfavourably upon Storyful, the content creator where identifiable, or on any other person depicted or referenced in the Digital Content; (b) be defamatory, trade libellous, unlawfully threatening or unlawfully harassing; (c) be obscene, pornographic, or liable to incite racial hatred or acts of terrorism; (d) violate any applicable laws anywhere, including without limitation regarding unfair competition, anti-discrimination or false advertising; nor (e) constitute use that is out of context with the true narrative of the content, is otherwise misleading or that depicts any individual or situation depicted therein in a false or misleading light, having regard to the true context and/or narrative of the content. 2.9 Storyful shall retain the right to terminate the license granted in Clause 2.7 by providing 30 days’ written notice to Client. In the case of Storyful terminating the license in accordance with this Clause 2.8, Client shall be permitted to terminate the entire Agreement for its convenience on provision of 30 days’ written notice to Storyful. 2.10 Client acknowledges that use of the Digital Content shall be permitted on the Permitted Client Media and the Permitted Social Media Platforms subject to the terms of this Agreement and such additional terms and conditions contained hereinas are made available from time to time in the Dashboard, ICE (as agent for Member Repertoire in relation to that Digital Content. 2.11 From time to time and as attorney for Reciprocal Repertoire) on behalf at its discretion, Storyful may remove or restrict access to, or amend the categorisation of, certain Digital Content in order to effectively manage our licenses, protect the rights of, and/or comply with our obligations to, our content partners or otherwise to improve the Service. 2.12 Receiving credit is a material aspect of the applicable Rights Holders (each Agreement for Storyful and its licensors, and Client agrees to the extent they own and/or control provide clear and legible attribution, and always at least equal in all respects to any Repertoire Works licensed hereunder) hereby grants the Licensee a non-exclusive licence other provider of comparable services, or as otherwise requested by Storyful, including but not limited to do the following during the Term instructions stated in the Licensed Territory: 2.1.1 Dashboard and/or in an mRSS feed. Client’s repeated failure to reproduce Repertoire Works on servers in any territory in the universe (including temporary copies on servers between the originating server and the ultimate destination of the Repertoire Work) for the purpose of transmitting the same to Users within the Licensed Territory, for the User's own private and non- commercial use and by means of the Licensed Services; 2.1.2 where downloads are permitted under this Agreement, to cause temporary or permanent copies (as applicable) of Repertoire Works to be made on Users’ Data Storage Devices in the Licensed Territory for the User's own private and non-commercial use; and 2.1.3 to communicate to the public (as that term is defined in the Act) and to authorise the communication to the public of Repertoire Works within the Licensed Territory solely as part of and for the purposes of the provision of the Licensed Services. 2.2 The above licences will apply where Repertoire Works are used in audio-only material and Audio-Visual Material. 2.3 The proviso to the definition of Audio-Visual Material and the provisions of clauses 3.6, 3.9, 3.10 and 3.11 of this Agreement will not apply to a particular Repertoire Work where the owner of the relevant rights in such Repertoire Work has granted permission to the Licensee for the use of that Repertoire Work on the Licensed Services in the manner described under the relevant clause on such terms and conditions (including, if required, the payment of royalties or fees in addition to those specified under this Agreement) as the owner thinks fit. 2.4 The licences granted in comply with this clause 2 will not apply to any Licensed Services which knowingly or recklessly provide internet or mobile “links” to music which requires a licence, but is unlicensed (whether in the form of recordings or notation, scores, lyrics etc.). The inclusion of such links on the Licensed Services will shall constitute a material breach of this Agreement (which is capable of remedy)Agreement. 2.5 The Licensee will notify ICE 2.13 Where Digital Content contains a Watermark, Client shall include the Watermark in writing (the same manner and as visible as originally provided in any use of the Digital Content. Client may request a version of the Digital Content without the Watermark and Storyful may, at its discretion and subject to an additional fee, provide the Digital Content to Client without the Watermark. Client’s failure to comply with this clause shall constitute a material breach of this Agreement. 2.14 Save as expressly set out in this Clause 2 or as otherwise permitted by email to xxxxxxxxx@xxxxxxxxxxx.xxx) of: 2.5.1 law Client may not make any change reproduction or communication, display or performance to the trading name public of the Digital Content or otherwise disseminate, sell, give away, hire, lease, offer or expose for sale or distribute the Digital Content. 2.15 Where relevant, and prior to the Effective Date, Storyful will provide Client with login and password details which will be used by Client’s Personnel to access and use the Service and Digital Content through the Platform. Client shall be responsible for all use of such login and password details and shall ensure that all login and password details are kept secure and confidential at all times and will not disclose them to any third parties who are not authorised to use them. 2.16 If Client has purchased a Licensed Content Package or agreed to a rate for PAYG Licensed Content, then Client is obligated to use the Download Button when using any item of Licensed or Restricted Digital Content. Should the Download Button not work or if Client seeks to use the Licensed or Restricted Digital Content or license it directly from its creator and/or owner, then Client shall notify Storyful of such non- functionality and use, and prior to seeking such license. Client acknowledges and agrees that activation of the Download Button in respect of any Licensed Services, or part thereof; 2.5.2 any proposed material change to the Licensed Services as soon as practicable and in any event no later than one (1) month before such proposed change is planned to come into effect in any country in the Licensed Territory. Following receipt of such notice ICE and the Licensee will discuss in good faith any amendments to the scope Restricted Content constitutes a use of the relevant Digital Content and is payable in accordance with the rate or Licensed Services hereunder required for the Licensee to be permitted to implement such change. Any such amendment must be by written instrument signed by ICE (on its own behalf and on behalf of the Rights Holders) and the Licensee; and/or 2.5.3 any other changes or proposed changes to the information provided by the Licensee in the Application and/or Content Package set out in the Cover SheetOrder Form. 2.17 Storyful shall, if so requested by Client, use its reasonable endeavours to reach out to uploaders of content other than the Digital Content that is specifically identified by Client with a view to procuring the necessary rights for Client to such content (the “Clearinghouse Services”). The fees in respect of the Clearinghouse Services shall be agreed on a case-by-case basis. 2.18 Storyful will have the right to display any works/programs that incorporate the Licensed Content and other Digital Content or part thereof, for both internal and third party training, information and marketing purposes, including without limitation throughout the Storyful organisation and its affiliated entities and on Storyful’s proprietary social media accounts.

Grant of Licence. 2.1 Subject to and conditional upon compliance with the terms and conditions contained herein, ICE (as agent for Member Repertoire and as attorney for Reciprocal Repertoire) on behalf of the applicable Rights Holders (each to the extent they own and/or control any Repertoire Works licensed hereunder) hereby grants the Licensee a non-exclusive licence to do the following during the Term in the Licensed Territory: 2.1.1 to reproduce Repertoire Works on servers in any territory in the universe (including temporary copies on servers between the originating server and the ultimate destination of the Repertoire Work) for the purpose of transmitting the same to Users within the Licensed Territory, for the User's own private and non- non-commercial use and by means of the Licensed Services; 2.1.2 where downloads are permitted under this Agreement, to cause temporary or permanent copies (as applicable) of Repertoire Works to be made on Users’ Data Storage Devices in the Licensed Territory for the User's own private and non-commercial use; and 2.1.3 to communicate to the public (as that term is defined in the Act) and to authorise the communication to the public of Repertoire Works within the Licensed Territory solely as part of and for the purposes of the provision of the Licensed Services. 2.2 The above licences will apply where Repertoire Works are used in audio-only material and Audio-Visual Material. 2.3 The proviso to the definition of Audio-Visual Material and the provisions of clauses 3.6, 3.9, 3.10 and 3.11 of this Agreement will not apply to a particular Repertoire Work where the owner of the relevant rights in such Repertoire Work has granted permission to the Licensee for the use of that Repertoire Work on the Licensed Services in the manner described under the relevant clause on such terms and conditions (including, if required, the payment of royalties or fees in addition to those specified under this Agreement) as the owner thinks fit. 2.4 The licences granted in this clause 2 will not apply to any Licensed Services which knowingly or recklessly provide internet or mobile “links” to music which requires a licence, but is unlicensed (whether in the form of recordings or notation, scores, lyrics etc.). The inclusion of such links on the Licensed Services will constitute a material breach of this Agreement (which is capable of remedy). 2.5 The Licensee will notify ICE in writing (by email to xxxxxxxxx@xxxxxxxxxxx.xxx) of: 2.5.1 any change to the trading name of any Licensed Services, or part thereof; 2.5.2 any proposed material change to the Licensed Services as soon as practicable and in any event no later than one (1) month before such proposed change is planned to come into effect in any country in the Licensed Territory. Following receipt of such notice ICE and the Licensee will discuss in good faith any amendments to the scope of the Licensed Services hereunder required for the Licensee to be permitted to implement such change. Any such amendment must be by written instrument signed by ICE (on its own behalf and on behalf of the Rights Holders) and the Licensee; and/or 2.5.3 any other changes or proposed changes to the information provided by the Licensee in the Application and/or set out in the Cover Sheet.

Grant of Licence. 2.1 Subject to and conditional upon compliance with the terms and conditions contained herein, ICE (as agent for Member Repertoire and as attorney for Reciprocal Repertoire) on behalf of the applicable Rights Holders (each to the extent they own and/or control any Repertoire Works licensed hereunder) hereby grants the Licensee a non-exclusive licence to do the following during the Term in the Licensed Territory: 2.1.1 to reproduce Repertoire Works on servers in any territory in the universe (including temporary copies on servers between the originating server and the ultimate destination of the Repertoire Work) for the purpose of transmitting the same to Users Licensee Clients within the Licensed Territory, for the User's own private and non- commercial use and by means of Territory across the Licensed Services; 2.1.2 where downloads are permitted under this Agreement, to cause temporary or permanent copies (as applicable) of Repertoire Works to be made on UsersLicensee Clients’ Data Storage Devices in the Licensed Territory for across the User's own private and non-commercial useLicensed Services; and 2.1.3 to communicate to the public (as that term is defined in the Act) and (provided that the Licensee remains the Digital Service Provider) to authorise the communication to the public of Repertoire Works within the Licensed Territory solely as part of and for the purposes of the provision of the Licensed Services. 2.2 The above licences will apply where Repertoire Works are used in audio-only material and Audio-Visual Material. 2.3 The proviso to the definition of Audio-Visual Material and the provisions of clauses 3.6, 3.9, 3.10 and 3.11 of this Agreement will not apply to a particular Repertoire Work where the owner of the relevant rights in such Repertoire Work has granted permission to the Licensee for the use of that Repertoire Work on the Licensed Services in the manner described under the relevant clause on such terms and conditions (including, if required, the payment of royalties or fees in addition to those specified under this Agreement) as the owner thinks fit. 2.4 The licences granted in this clause 2 will not 8 apply to any Licensed Services which knowingly or recklessly provide internet or mobile “links” to music which requires a licence, but is unlicensed (whether in the form of recordings or notation, scores, lyrics etc.). The inclusion of such links on the Licensed Services will constitute a material breach of this Agreement (which is capable of remedy). 2.5 The Licensee will notify ICE in writing (by email to xxxxxxxxx@xxxxxxxxxxx.xxx) of: 2.5.1 any change to the trading name of any Licensed Services, or part thereof; 2.5.2 any proposed material change to the Licensed Services as soon as practicable and in any event no later than one (1) month before such proposed change is planned to come into effect in any country in the Licensed Territory. Following receipt of such notice ICE and the Licensee will discuss in good faith any amendments to the scope of the Licensed Services hereunder required for the Licensee to be permitted to implement such change. Any such amendment must be by written instrument signed by ICE (on its own behalf and on behalf of the Rights Holders) and the Licensee; and/or 2.5.3 any other changes or proposed changes to the information provided by the Licensee in the Application and/or set out in the Cover Sheet.

Grant of Licence. 2.1 Subject to and conditional upon compliance with the terms and conditions contained herein, ICE (as agent for Member Repertoire herein and as attorney for Reciprocal Repertoire) on behalf of the applicable Rights Holders (each in particular subject to the extent they own and/or control any Repertoire Works licensed hereunder) hereby exclusions and restrictions set out in clause 3, MCPS grants to the Licensee a non-exclusive nonexclusive licence to do the following during the Term to: (a) reproduce Repertoire Works in the Licensed Territory:Territories of Manufacture for the sole purpose of manufacturing Physical Product(s); and 2.1.1 (b) to manufacture copies of such Physical Product(s) within the Territories of Manufacture for the sole purpose of distributing within the Territories of Distribution such Physical Product(s) for sale to End Customers; and (c) to reproduce Repertoire Works on servers in any territory in within the universe (including temporary copies on servers between the originating server and the ultimate destination of the Repertoire Work) Server Territory for the purpose of transmitting the same to Users within End Customers by Electronic Means only via websites owned and/or controlled by the Licensed Territory, for the User's own private and non- commercial use and Licensee; and (d) where Repertoire Works are delivered to End Customers by means of the Licensed Services; 2.1.2 where downloads are permitted under this AgreementElectronic Means, to cause temporary or permanent copies (as applicable) of Repertoire Works to be made on Users’ End Customers Data Storage Devices in the Licensed Territory for the User's own private and non-commercial useUnited Kingdom; and 2.1.3 (e) to communicate to the public PMSRs from within the United Kingdom by Electronic Means; all for the sole purpose of providing the Licensed Service. 2.2 Subject to and conditional upon compliance with the terms and conditions contained herein and in particular subject to the exclusions and restrictions set out in clause 3, PRS grants the Licensee a non-exclusive licence, during the Term, to communicate to the public (as that term is defined in the Act) and to authorise the communication to the public of Repertoire Works within from the United Kingdom to End Customers for the sole purpose of providing the Licensed Territory solely as part of and for the purposes of the provision of the Licensed Services. 2.2 The above licences will apply where Repertoire Works are used in audio-only material and Audio-Visual MaterialService. 2.3 The proviso Notwithstanding clause 2.1 above, the Licensors authorise the Licensee to appoint third parties to manufacture the definition Physical Product(s) (or any component thereof) incorporating any Repertoire Work PROVIDED THAT: (a) any breach of Audio-Visual Material and the provisions of clauses 3.6, 3.9, 3.10 and 3.11 terms of this Agreement will not apply by such manufacturer shall be deemed to be a particular breach also by the Licensee; and (b) if the Licensors obtain reasonable evidence that such manufacturer is infringing any music copyright in relation to either the Physical Product(s) or any other product manufactured at the same premises, then the Licensors shall have the right to require the Licensee to immediately cease manufacturing the Physical Product(s) using that manufacturer. 2.4 All rights in each Repertoire Work where the owner of the relevant rights in such Repertoire Work has other than those expressly granted permission to the Licensee for the use of that Repertoire Work on the Licensed Services in the manner described under the relevant clause on such terms and conditions (including, if required, the payment of royalties or fees in addition to those specified under this Agreement) as the owner thinks fit. 2.4 The licences granted in this clause 2 will not apply to any Licensed Services which knowingly or recklessly provide internet or mobile “links” to music which requires a licence, but is unlicensed (whether in the form of recordings or notation, scores, lyrics etc.). The inclusion of such links on the Licensed Services will constitute a material breach of this Agreement (which is capable of remedy). 2.5 The Licensee will notify ICE in writing (by email to xxxxxxxxx@xxxxxxxxxxx.xxx) of: 2.5.1 any change herein are reserved to the trading name of any Licensed Services, or part thereof; 2.5.2 any proposed material change to the Licensed Services as soon as practicable and in any event no later than one (1) month before such proposed change is planned to come into effect in any country in the Licensed Territory. Following receipt of such notice ICE and the Licensee will discuss in good faith any amendments to the scope of the Licensed Services hereunder required for the Licensee to be permitted to implement such change. Any such amendment must be by written instrument signed by ICE (on its own behalf and on behalf of the Rights Holders) and the Licensee; and/or 2.5.3 any other changes or proposed changes to the information provided by the Licensee in the Application and/or set out in the Cover SheetLicensors.

Grant of Licence. 2.1 Subject In consideration of the payment of the Licence Fee by the Licensee, the Licensor grants to the Licensee a licence to use, occupy and conditional upon compliance with enjoy the Berth (Licence) for the Term on the terms and conditions contained hereinin this Agreement. The Licensee shall pay the Licence Fee to the Licensor on or before the Commencement Date as a condition of entry into this Agreement, ICE or on terms otherwise agreed and set out in Schedule 1 (as agent for Member Repertoire and as attorney for Reciprocal Repertoire) on behalf applicable). If any deferred payment terms are agreed, the unpaid amount of the applicable Rights Holders Licence Fee will be immediately due and payable upon termination of this Agreement. 2.2 The Licensee accepts the grant of the Licence on the terms set out in this Agreement and agrees as follows: (each a) the Licence is granted strictly on the terms of this Agreement, which includes the Marina Rules which shall be deemed to be part of this Agreement; (b) the Licensee is bound by and shall comply with all of the Marina Rules, and any other rules of Port Nikau Marina as adopted from time to time by the Licensor or the Manager. The Licensee shall procure that all of the Licensee’s invitees and contractors comply with all such rules at all times; (c) a default under the Marina Rules may result in termination of this Agreement and the Licence in accordance with this Agreement; (d) the Licensee shall, in the use of the Berth and Port Nikau Marina, comply with and be bound by: (i) all Laws which are relevant to Port Nikau Marina, including the terms of any Resource Consent and all local authority bylaws; and (ii) the instructions of the Manager; (e) any permission granted to enable the Licensee to “Liveaboard” the Nominated Boat is (i) any permission to "Liveaboard" will not be granted by the Licensee on a permanent basis and will be subject always to the extent they own and/or control any Repertoire Works licensed hereunderLicensor's right to terminate such permission on notice at its sole discretion; and (ii) hereby grants additional charges apply and are payable by the Licensee in relation to "Liveaboard", such charges being those specified in the Port Nikau Schedule of Fees; (f) the Licensee is responsible for ensuring that the length and width of the Nominated Boat (including appendages) will fit within the size of the Berth as stipulated in Schedule 1; (g) where the Berth is located in a double berth, the Licensee shall moor so that its vessel (including fenders) is no closer than 300mm of the centreline; (h) In addition to rules for berthing set out in the Marina Rules, the Licensee shall not, without the prior approval of the Licensor, at any time: (i) allow any part of the Nominated Boat moored in the Berth to extend beyond the dimensions of the Berth; or (ii) permit any part of the Nominated Boat to extend onto or over any walkway forming part of Port Nikau Marina; (i) the Licensee shall not mortgage, charge, pledge or otherwise encumber its interest under this Agreement; (j) where the Licensor requires a guarantor under this Agreement, it is a condition of the grant of the Licence and the Licensee shall procure that the Guarantor also enters into this Agreement; and (k) the Licence is a non-exclusive licence to do and may be sub-let by the following during the Term Licensor in the Licensed Territory: 2.1.1 to reproduce Repertoire Works on servers in any territory in the universe (including temporary copies on servers between the originating server and the ultimate destination of the Repertoire Work) for the purpose of transmitting the same to Users within the Licensed Territory, for the User's own private and non- commercial use and by means of the Licensed Services; 2.1.2 where downloads are permitted under this Agreement, to cause temporary or permanent copies (as applicable) of Repertoire Works to be made on Users’ Data Storage Devices in the Licensed Territory for the User's own private and non-commercial use; and 2.1.3 to communicate to the public (as that term is defined in the Act) and to authorise the communication to the public of Repertoire Works within the Licensed Territory solely as part of and for the purposes of the provision of the Licensed Services. 2.2 The above licences will apply where Repertoire Works are used in audio-only material and Audio-Visual Materialaccordance with clause 11. 2.3 The proviso to the definition of Audio-Visual Material and the provisions of clauses 3.6, 3.9, 3.10 and 3.11 of this Agreement will not apply to This Licence is a particular Repertoire Work where the owner of the relevant rights in such Repertoire Work has granted permission personal right to the Licensee for the use of that Repertoire Work on the Licensed Services in the manner described under the relevant clause on such terms and conditions (including, if required, the payment of royalties or fees in addition to those specified under this Agreement) as the owner thinks fit. 2.4 The licences granted in this clause 2 will not apply to any Licensed Services which knowingly or recklessly provide internet or mobile “links” to music which requires a licence, but is unlicensed (whether in the form of recordings or notation, scores, lyrics etc.). The inclusion of such links on the Licensed Services will constitute a material breach of this Agreement (which is capable of remedy). 2.5 The Licensee will notify ICE in writing (by email to xxxxxxxxx@xxxxxxxxxxx.xxx) of: 2.5.1 any change to the trading name of any Licensed Services, or part thereof; 2.5.2 any proposed material change to the Licensed Services as soon as practicable and in any event no later than one (1) month before such proposed change is planned to come into effect in any country in the Licensed Territory. Following receipt of such notice ICE and the Licensee will discuss in good faith any amendments to the scope of the Licensed Services hereunder required for acknowledges that this Agreement grants a licence and not a lease, under which the Licensee enjoys the occupation rights granted by this Licence but is not and shall not be entitled to be permitted to implement such change. Any such amendment must be by written instrument signed by ICE (on its own behalf and on behalf of the Rights Holders) and the Licensee; and/or 2.5.3 any other changes proprietary rights or proposed changes to the information provided by the Licensee interest in the Application and/or set out in the Cover SheetBerth.