EPITONIC.COM
CONTENT USAGE AGREEMENT
This Agreement is made as of between Epitonic Inc an Illinois corporation, (“Epitonic”) and Licensor.
The parties agree as follows:
1. Rights in Content. Licensor shall retain the copyright and other intellectual property rights in
all of the Content licensed under this agreement. Licensor warrants that it has rights in the
Content as needed to permit Epitonic to publish and use the Content and that the
Content will not infringe upon any copyright or other proprietary right.
2. Protection of Trademarks. Epitonic may use the trademark, trade name, and
logo of Licensor only in connection with the publication and promotion of the Content as permitted
by this agreement. All trademarks of Licensor shall remain its sole and exclusive property. Epitonic’s use of such trademarks shall not confer upon Epitonic any right or
interest whatsoever in such trademarks. Epitonic agrees to use trademarks of
Licensor in exactly the form, and with such legal notices, as Licensor may direct.
3. Limited License. Licensor grants Epitonic a non-exclusive license to use, copy,
distribute, display, and perform the content described in Schedule A (the “Content”) and any subsequent Content sent by Licensor to Epitonic; on and through the Internet, the World Wide Web, Epitonic branded mobile, desktop, television, and additional applications; and otherwise as expressly permitted in this agreement. Without limitation, Epitonic may use the content licensed under this agreement to promote epitonic.com in the manner described in Schedule B.
4. Term and Termination. The term of this agreement shall begin when signed by the parties
and continue until terminated by either party on five business days written notice. Upon termination, Epitonic shall promptly cease all use of the Content and the trademarks of Licensor.
5. Relationship of Parties. Neither party is acting and shall not be treated to be a co-venturer,
agent, partner, employee, franchisee or representative of the other party.
6. Waivers. No waiver of any of the provisions of this agreement shall constitute a waiver of any
other provision. No waiver of any provision of this agreement shall be binding unless given in
writing.
7 . Indemnification. Licensor will indemnify Epitonic from any claim or liability
(including reasonable attorneys’ fees) arising from breach of the licensor’s warranties and
covenants in this agreement.
8. Successors and Assigns. This agreement shall be binding upon and benefit the parties and
their successors and assigns.
9. Entire Agreement. This agreement contains the entire agreement between the parties
regarding the arrangements described and supersedes all prior agreements and understandings
relating to such arrangements.
Epitonic Inc
By: Justin G. Sinkovich
Title: President, Epitonic Inc
PO Box 804868
Chicago IL 60680 USA
justin@epitonic.com
+1.312.498.5155
Electronically Signed By Licensor:
Representative Name
Title
Company Name
Address
Phone Number
Email Address
SCHEDULE A
The “Content” shall initially include the albums or songs listed below and related artwork and
other materials delivered to Epitonic by Licensor:
Track Title, Album Name, Artist Name - please list each track on a new line
SCHEDULE B
To increase brand recognition and drive traffic, Epitonic will enter into a variety of arrangements where Epitonic posts some of the editorial and music content licensed by Epitonic in order to promote and direct traffic to the epitonic.com sites. These arrangements may include co-branded widgets and features whereby Epitonic partners with sites such as Internet portals. Users at the third-party site will click to a page that is co-branded by the other site and Epitonic. This page may include content such as ‘Epicenter’ and ‘New Releases.’ Epitonic partner sites may be permitted to showcase a portion of licensed content on its site, with the actual music track either on that site’s server or accessed by a link to epitonic.com.
I the Licensor agree to the terms within this Epitonic.com Content Usage Agreement.
