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Limited License Terms and Conditions

1. Limited License Granted
Upon execution and delivery of this Limited License by the parties, and payment by Licensee of any upfront fees, the World Co. grants Licensee a limited, nontransferable license to use media as described on Exhibit 1. This license remains subject to the following conditions:

Licensee shall use the Media solely for the purpose set forth on Exhibit 1 and no other purpose.

Licensee shall not permit any other party to exhibit, possess, or otherwise use the Media, other than for the purpose set forth on Exhibit 1.

In any production using the Media, Licensee shall provide a courtesy credit for World Co. in a form reasonably acceptable to World Co..

Upon request of World Co., Licensee shall provide World Co. a mutually agreed upon copy of the completed final version of any production incorporating the Media before Licensee releases the production for broadcast.

2. Payments
As consideration for this Limited License, Licensee shall pay World Co. the license fees and other charges set forth on Exhibit 1. After submitting the form, a quote will be sent for the requested media. Payment can be made by calling 785-832-6301. The media will be sent to the client after payment is approved.

3. Rights Reserved
World Co. retains all rights, title or interest to the media, subject only to rights of use granted under the Limited License.

4. No Warranty
This limited license for the media is granted "as is" with all faults. World Co. expressly disclaims any and all warranties regarding the media, including, without limitation, warranties of noninfringement, title, merchantability or fitness for a particular purpose.

5. Licensee's Acknowledgments and Indemnification
Licensee expressly represents and acknowledges that:

Licensee's use of the Media may require other consents, clearances, releases or licenses from other parties, and Licensee shall be solely responsible for obtaining all such necessary consents, clearances, releases or licenses and for making all payments required to any union, guild, actor, writer, composer, musician, producer, director or any other person or entity whose performances have been recorded in or who have performed services in connection with the Media;

Licensee shall indemnify and hold harmless Licensor, its agents, employees, representatives, affiliates, parent and subsidiary corporations, against any and all actions, claims, costs (including reasonable attorneys' fees), damages, demands and expenses brought against, suffered or incurred by Licensee as the result of (i) any breach of this Limited License; or (ii) any third party claims of any kind arising from Licensee's display, possession or use of the Media. Licensee's obligations under this section shall survive the termination of this agreement.

6. Termination
This Limited License shall terminate upon the sooner of: (i) completion of the proposed use of the Media; (ii) immediately upon notice from Licensor, if Licensor reasonably believes Licensee has, or is about to, breach its obligations under this Limited License, or Licensee's use of the Media would give rise to any risk of claims against Licensor. Upon termination of this Limited License, all of the Licensee's rights and entitlements granted shall immediately cease and the Limited License shall immediately be revoked and revert back to the Licensor. The termination of this Agreement for whatever cause shall not cancel or release any indebtedness of the Licensee to the Licensor arising out of this Agreement.

7. Miscellaneous
Authority. The person executing this Limited License on behalf of Licensee has all necessary authority to bind Licensee to this Limited License.

No partnership. Nothing in this Limited License shall be deemed to constitute a partnership or joint venture between the parties, and neither party shall do or permit any act to be done whereby it may be represented as agent or partner of the other.

No assignment. This Limited License is nontransferable. Any transfer by Licensee shall be void and unenforceable against World Co..

No waiver. No waiver whether express or implied by Licensor of any breach by Licensee of any of its obligations hereunder shall be deemed to constitute a waiver or consent to any subsequent or continuing breach by the Licensee of any such obligations.

Entire agreement. This Limited License constitutes the entire understanding of the parties with respect to its subject matter. Any amendments, changes or modifications shall be in writing and signed by both parties.

Governing law; venue. This Limited License shall be construed and enforced under Kansas law. For any action brought under this Limited License, the parties irrevocably consent to the exclusive jurisdiction and venue of state courts located in Douglas County, Kansas.

Execution and delivery. This Limited License may be executed in counterparts and delivered electronically; the counterparts shall constitute one instrument.