MEDIA UPLOAD LICENSE AGREEMENT FOR AMBIANCE

1. AUDIO CONSENT

   For good and valuable Consideration herein acknowledged as received, and by agreeing to this license by uploading Audio Content, I hereby give the Urban Apps, LLC my unconditional permission to use the Audio Content in any Media for any purpose (except pornographic or defamatory) which may include, among others, advertising, promotion, and marketing for any product, service, business or organization and film, television, video, radio or web-based programming and as a component of products for sale and other exploitation. I agree that the Audio Content may be synchronized, coupled or combined with other sounds, film, video, images, text and graphics, and edited, altered or modified. To the extent permitted by applicable law, I waive all moral rights in the Audio Content including the right to integrity of the Audio Content and the right to be associated by name with the Audio Content. To the extent such a waiver is void or unenforceable by applicable law, I agree not to enforce any such moral rights against Urban Apps, LLC. To the extent such an agreement not to enforce my moral rights is void or unenforceable by applicable law, I (i) grant a revocable right to Urban Apps, LLC to use Audio Content without being credited as the author; and, (ii) grant to Urban Apps, LLC the right to make adaptations of the Audio Content and to exploit the Audio Content as provided herein.

2. AUDIO ROYALTIES

   I agree that I have no rights to the Audio Content and all rights to the Audio Content belong to Urban Apps, LLC. I acknowledge and agree that: (1) I have no right to additional fees, royalties, residuals or other compensation from Urban Apps, LLC or any other party (including without limitation from performing rights societies such as SOCAN, ASCAP, BMI, GEMA , PRS, etc); (2) I will make no further claim for any reason against Urban Apps, LLC or any other party; and (3) I have no rights of approval in regards to the use of any Audio Content.

3. IMAGE CONSENT

   For good and valuable Consideration herein acknowledged as received, and by agreeing to this license by uploading Image Content, I hereby give the Urban Apps, LLC my unconditional permission to use the Image Content in any Media for any purpose (except pornographic or defamatory) which may include, among others, advertising, promotion, and marketing for any product, service, business or organization and film, television, video, radio or web-based programming and as a component of products for sale and other exploitation. I agree that the Image Content may be synchronized, coupled or combined with other sounds, film, video, images, text and graphics, and edited, altered or modified. To the extent permitted by applicable law, I waive all moral rights in the Image Content including the right to integrity of the Image Content and the right to be associated by name with the Image Content. To the extent such a waiver is void or unenforceable by applicable law, I agree not to enforce any such moral rights against Urban Apps, LLC. To the extent such an agreement not to enforce my moral rights is void or unenforceable by applicable law, I (i) grant a revocable right to Urban Apps, LLC to use Image Content without being credited as the author; and, (ii) grant to Urban Apps, LLC the right to make adaptations of the Image Content and to exploit the Image Content as provided herein.

4. IMAGE ROYALTIES

   I agree that I have no rights to the Image Content and all rights to the Image Content belong to Urban Apps, LLC. I acknowledge and agree that: (1) I have no right to additional fees, royalties, residuals or other compensation from Urban Apps, LLC or any other party (including without limitation from performing rights societies such as SOCAN, ASCAP, BMI, GEMA , PRS, etc); (2) I will make no further claim for any reason against Urban Apps, LLC or any other party; and (3) I have no rights of approval in regards to the use of any Image Content.

5. PERMISSIONS TO USE MEDIA

   I shall be solely responsible for my own Media Uploads and the consequences of posting or publishing them. In connection with Media Uploads, I affirm, represent, and/or warrant that: I own or have the necessary licenses, rights, consents, and permissions to use and authorize Urban Apps, LLC to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all Media Uploads to enable inclusion and use of the Media Uploads in the manner contemplated by the Urban Apps, LLC and these Terms of Service. In connection with Media Uploads, I further agree that I will not submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, UNLESS I ARE THE OWNER OF SUCH RIGHTS OR HAVE PERMISSION FROM THEIR RIGHTFUL OWNER TO POST THE MATERIAL AND TO GRANT URBAN APPS, LLC ALL OF THE LICENSE RIGHTS GRANTED HEREIN.

6. ENDORSEMENT

   Urban Apps, LLC does not endorse any Media Upload or any opinion, recommendation, or advice expressed therein, and Urban Apps, LLC expressly disclaims any and all liability in connection with Media Uploads. Urban Apps, LLC does not permit copyright infringing activities and infringement of intellectual property rights in its Software, and Urban Apps, LLC will remove all Content and Media Uploads if properly notified that such Content or Media Uploads infringes on another's intellectual property rights. Urban Apps, LLC reserves the right to remove Content and Media Uploads without prior notice.

7. BINDING AND CONTROLLING LAW

   I acknowledge and agree that this Media Release is binding upon my heirs and assigns. I agree that this Media Release is irrevocable, worldwide and perpetual, and will be governed by the laws of the State of New York and the laws of the United States applicable therein. I represent and warrant that I am at least the age of majority in the jurisdiction of my residence and have the full legal capacity to execute this Release.

8. PERSONAL INFORMATION

   It is agreed that my personal information will not be made publicly available unless specified in the description or attribution of the uploaded content. Otherwise, my personal information may only be used directly in relation to the licensing of the relevant Content where necessary (e.g. to defend claims, protect rights or notify trade unions) and may be retained as long as necessary to fulfill this purpose.

9. COMPLETE AGREEMENT; GOVERNING LANGUAGE

   This License constitutes the entire agreement between the parties with respect to Media Uploads and the use of the Ambiance Software licensed hereunder and supersedes all prior or contemporaneous understandings regarding the Media Content. No amendment to or modification of this License Agreement will be binding unless in writing and signed by Urban Apps, LLC. Any translation of this License is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of this License shall govern.