Exhibit 10. (xviii) Jukebox License Agreement with the
American Society of Composers Authors and Publishers,
Broadcast Music Inc. and SESAC, Inc.,
Dated March 11, 1997
JUKEBOX LICENSE AGREEMENT
AGREEMENT between AMERICAN SOCIETY OF COMPOSERS, AUTHORS AND PUBLISHERS,
BROADCAST MUSIC, INC. and SESAC, INC. (collectively "LICENSORS"), located at
0000 Xxxxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 and:
TOUCHTUNES JUKEBOX INC.
------------------------
(legal name)
("LICENSEE") located at
0 XXXXXXXX XXXXX, XXXXX 000, XXXXXXXX, XXXXXX X0X 0X0
------------------------------------------------------------------------
(address)
as follows:
1. Grant and Term of License
(a) LICENSORS grant and LICENSEE accepts for a term of one year (the
"Initial Term"), commencing as of January 1, 1996 and continuing thereafter for
additional terms of one year each (the "Renewal Term") unless terminated by
either party as hereinafter provided, a license to perform publicly by the
"coin-operated phonorecord players" ("jukeboxes") specified in Schedule "A",
annexed hereto and made a part hereof, as said Schedule may be amended as
hereinafter provided, and not elsewhere or by any other means, non-dramatic
renditions of all of the separate musical compositions now or hereafter during
the term hereof in the repertories of LICENSORS and of which LICENSORS shall
have the right to license such performing rights.
(b) LICENSEE agrees to notify LICENSORS and to submit appropriate payment
within 30 days after making any additional jukebox(es) available for public
performance, and Schedule "A" shall thereafter be deemed amended to such
additional jukebox(es). This Agreement shall inure to the benefit of and shall
be binding upon the parties hereto their respective successors and assigns, but
no assignment shall relieve the parties hereto of their respective obligations
hereunder as to performances rendered, acts done and obligations incurred prior
to the effective date of the assignment.
(c) Either party may, on or before thirty days prior to the end of the
initial term or any renewal term, give notice of termination to the other. If
such notice is given, the agreement shall terminate on the last day of such
initial or renewal term.
2. Limitations on License
(a) This license covers only "coin-operated phonorecord players," as
defined in 17 U.S.C. S116(e)(1) on January 1, 1990. This license does not
cover video jukeboxes.
(b) This license does not authorize the broadcasting, telecasting or
transmission by wire or otherwise, of renditions of musical compositions in
LICENSORS' repertories to persons outside of the establishment where the
jukebox is located.
3. License Certificate
(a) Upon LICENSORS' receipt of LICENSEE's executed Jukebox License
Agreement and payment of each year's license fees hereunder, LICENSORS shall
issue LICENSEE an annual license certificate for each jukebox covered by the
Jukebox License Agreement.
(b) The license certificate must be displayed by April 1 of each year, or
20 days after the issuance date, whichever is later.
(c) The license certificate must be displayed in the title strip holder of
the jukebox. For hideaway jukeboxes (multiple mailbox units), the certificate
must be displayed on the title strip holder of the wallbox closest to the
cashier or to the entrance to the establishment where such hideaway jukebox is
located. A license certificate may be transferred by LICENSEE from a jukebox
that is temporarily or permanently removed from public performance to one that
is placed into service for public performance.
(d) If no certificate is affixed to the title strip holder in accordance
with paragraphs 3(b) and (c), the jukebox shall be deemed unlicensed, and all
performances of copyrighted musical works in the repertories of LICENSORS given
means of said Jukebox shall be deemed to be copyright infringements.
(e) The license certificates issued to LICENSEE are only valid for
jukebox(es) owned or operated by the LICENSEE. If the LICENSEE has permitted a
jukebox license obtained in LICENSEE's name to be used on a jukebox not owned
or operated by LICENSEE, LICENSORS may in their sole discretion terminate all
other licenses held by that LICENSEE for the remainder of the year for which
the licenses were issued.
4. License Fee
(a) In consideration of the license granted herein, LICENSEE agrees to pay
LICENSORS by March 15, or 30 days after making the jukebox(es) available for
public performance, whichever is later, the applicable license fee set forth in
the Schedule "B" annexed hereto and made part hereof, based on the number of
Jukeboxes owned or operated by LICENSEE. Payments received after the due date
shall incur a finance charge at the rate of 1-1/2% per month.
(b) There shall be a charge of $25.00 for any check returned unpaid for
any reason. If any of LICENSEE's checks shall be returned unpaid, LICENSEE
shall thereafter pay all license fees due by certified check.
(c) LICENSEE warrants that the Schedule "A" annexed hereto is true and
correct and will be kept current during the term of this license.
5. Breach or Default
Upon any breach or default by LICENSEE of any term or condition herein
contained, LICENSORS may terminate this license by giving LICENSEE thirty days
notice to cure such breach or default, and in the event that such breach or
default has not been cured within said thirty days, this license shall
terminate on the expiration of such thirty-day period without further notice
from LICENSORS.
6. Indemnification
LICENSORS agree to indemnify, hold harmless and defend LICENSEE, its
officers and employees, from and against any and all claims, demands or suits
that may be made or brought against them or any of them with respect to the
non-dramatic public performance of any material licensed under this Agreement
and performed over a jukebox licensed under this Agreement. Such indemnity
shall be limited to the works which are licensed by LICENSORS at the time of
LICENSEE's performances. LICENSEE agrees to give LICENSORS immediate notice of
any such claim, demand, or suit, to deliver to LICENSORS any papers pertaining
thereto and to cooperate with LICENSORS with respect (hereto, and LICENSORS
shall have full charge of the defense of any such claim, demand or suit.
7. Notices
All notices required or permitted hereunder shall be given in writing by
certified United States mail sent to either party at the address stated above.
Each party agrees to inform the other of any change of address and, in the case
of a sale or transfer of the business or jukebox(es), of the name, address,
including, city, state, and zip code, of the new owner and the date of the
transfer.
IN WITNESS WHEREOF, this Agreement has been duly executed by LICENSORS and
LICENSEE this 12th day of September, 1996.
LICENSORS: JUKEBOX LICENSE OFFICE LICENSEE: TOUCHTUNES JUKEBOX INC.
----------------------- -------------------------
BY /s/(Illegible) BY /s/Xxxx Xxxxxxxxxxx
------------------------------- -------------------------------
TITLE: President
---------------------------
(Fill in capacity in which signed:
(a) If corporation, state corporate
office held;
(b) If partnership, write word
"partner" under signature of signing
partner;
(c) If individual owner, write
"individual owner" under signature.)
