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DonnSign Envelope ID: 140FE18E-AD5E-4C97-873D-E04A7BFE5FE7
<br /> 2. LIMITATIONS OF RIGHTS
<br /> A. Except as specifically described in Paragraph 1, above, nothing contained herein shall be construed
<br /> as permitting LICENSEE to publicly perform, transmit, re-transmit or reproduce any Composition by any
<br /> means, medium, method, device or process now or hereafter known, or as permitting LICENSEE to grant
<br /> any such right to others.
<br /> B. The rights granted pursuant to Paragraph 1, above, shall exclude"Grand Rights"in and to the
<br /> Compositions ("Grand Rights" include, but are not limited to, the right to perform, in whole or in part,
<br /> dramatico-musical and dramatic works in a dramatic setting).
<br /> C. The rights granted pursuant to Paragraph 1, above, shall exclude performances of the Compositions:
<br /> (i)which are part of a background music service originating from any location, including the Premises,
<br /> which performances are authorized by SESAC pursuant to a separate license agreement, regardless of
<br /> the means by which such performances are transmitted on or to the Premises, and/or(ii) by coin-
<br /> operated phonorecord players ("jukeboxes"), as defined in 17 U.S.C. § 116.
<br /> D. The authorization provided in this Agreement shall be limited to public performances made in the
<br /> United States of America, its territories, possessions and the Commonwealth of Puerto Rico.
<br /> E. The rights granted pursuant to Paragraph 1, above, shall exclude performances of the Compositions
<br /> made as part of Sporting Events("Sporting Events"are professional, semi-professional, major or minor
<br /> league athletic competitions).
<br /> F. The rights granted pursuant to Paragraph 1,above, shall exclude performances of the Compositions
<br /> made as part of Concerts, other than those promoted solely by LICENSEE ("Concerts"are those
<br /> performances by an entertainer or entertainment group where the primary focus is the performance of
<br /> music).
<br /> F. The rights granted pursuant to Paragraph 1, above, shall exclude performances of the Compositions
<br /> made by and/or on the premises of colleges and/or universities.
<br /> G. The rights granted pursuant to Paragraph 1 exclude the right to publicly perform the Compositions
<br /> during political campaign events and/or events organized by political organizations.
<br /> 3. LICENSE FEE
<br /> A. In consideration of the rights granted herein, LICENSEE shall pay to SESAC an annual license fee
<br /> (each, a"License Fee")for each calendar year during the Term (each, a"License Fee Period")in
<br /> accordance with Schedule "A,"which is attached hereto and incorporated herein.
<br /> B. Notwithstanding anything to the contrary contained in this Agreement, SESAC shall have the right,
<br /> upon notice to LICENSEE, to make changes to Schedule"A." In such event, LICENSEE shall have the
<br /> right to terminate this Agreement as of the date such change(s)are to take effect, provided that
<br /> LICENSEE gives notice to SESAC of such termination specifically referencing this Paragraph, not later
<br /> than thirty(30)days after SESAC notifies LICENSEE of such change(s). For the avoidance of doubt,
<br /> annual rate adjustments made pursuant to Paragraph 3.E below shall not be considered a change to
<br /> Schedule"A."
<br /> C. Notwithstanding anything to the contrary contained in this Agreement, SESAC shall have the right,
<br /> but not the obligation,to verify through independent sources any information required to be reported by
<br /> LICENSEE pursuant to Schedule"A,"and SESAC may adjust the License Fee(s)as may be appropriate
<br /> based on information obtained from such sources.
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