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THIS LICENSE AGREEMENT is made on Tue, 27 Nov 2018 12:34:36 -0500 (“Effective Date”) by and between Licensee (hereinafter referred to as the “Licensee”) also, if applicable, professionally known as Licensee, and Studizzy (“Songwriter”). (hereinafter referred to as the “Producer” or “Licensor”). Producer warrants that it controls the mechanical rights in and to the copyrighted musical work as entitled in the applicable musical work Invoice (“Composition”) as of and prior to the date first written above. The Composition, including the music thereof, was composed by Studizzy (“Songwriter”) managed under the Producer.
All licenses are non-refundable and non-transferable.
Master Use. The Producer hereby grants to Licensee a non-exclusive license (this “License) to record vocal synchronization to the Composition partly or in its entirety and substantially in its original form (“Master Recording”)
Mechanical Rights. The Producer hereby grants to Licensee a non-exclusive license to use Master Recording in the reproduction, duplication, manufacture, and distribution of phonograph records, cassette tapes, compact disk, digital downloads, other miscellaneous audio and digital recordings, and any lifts and versions thereof (collectively, the “Recordings”, and individually, a “Recordings”) worldwide for up to the pressing or selling a total of Five Thousand (5000) copies of such Recordings or any combination of such Recordings, condition upon the payment to the Producer a sum of Sixty dollars ($60), receipt of which is confirmed. Additionally, the licensee shall be permitted to distribute 5000 free internet downloads or streams for non-profit and non-commercial use. This license allows up to One Hundred Thousand (100000) monetized audio streams to sites like (Spotify, RDIO, Rhapsody)
Performance Rights. The Producer hereby grants to Licensee a non-exclusive license to use the Master Recording in 1 non-profit performances, shows, or concerts. Licensee may receive compensation from performances with this license.
Synchronization Rights. The Producer hereby grants limited synchronization rights for One (1) music video streamed online (Youtube, Vimeo, etc..) for up to 100000 non-monetized video streams on all total sites. A separate synchronization license will need to be purchased for distribution of video to Television, Film or Video game. If Licensee passes the audio streams or views limitations of (100000). The licensee must contact Producer to upgrade the track licenser.
Broadcast Rights. The Producer hereby grants to Licensee broadcasting rights up to Five Thousand (5000) Radio Stations.
Credit. Licensee shall have the right to use and permit others to use Producer’s approved name, approved likeness, and other approved identification and approved biographical material concerning the Producer solely for purposes of trade and otherwise without restriction solely in connection with the New Song recorded hereunder. Licensee shall use best efforts to have Producer credited as a “producer” and shall give Producer appropriate production and songwriting credit on all compact discs, record, music video, and digital labels or any other record configuration manufactured which is now known or created in the future that embodies the New Song created hereunder and on all cover liner notes, any records containing the New Song and on the front and/or back cover of any album listing the New Song and other musician credits. The licensee shall use its best efforts to ensure that Producer is properly credited and Licensee shall check all proofs for the accuracy of credits, and shall use its best efforts to cure any mistakes regarding Producer’s credit. In the event of any failure by Licensee to issue the credit to Producer, Licensee must use reasonable efforts to correct any such failure immediately and on a prospective basis. Such credit shall be in the substantial form: “Produced by Studizzy” or “Beat by Studizzy”.
Consideration. In consideration for the rights granted under this agreement, Licensee shall pay to Producer the sum of $60 US dollars and other good and valuable consideration, payable to Studizzy, receipt of which is hereby acknowledged. If the Licensee fails to account to the Producer, timely complete the payments provided for hereunder, or perform its other obligations hereunder, including having insufficient
Indemnification. Accordingly, Licensee agrees to indemnify and hold Producer harmless from and against any and all claims, losses, damages, costs, expenses, including, without limitation, reasonable attorney’s fees, arising of or resulting from a claimed breach of any of Licensee’s representations, warranties or agreements hereunder.
Audio Samples. 3rd party sample clearance is the responsibility of the licensee.
Miscellaneous. This license is non-transferable and is limited to the Composition specified above, does not convey or grant any right of public performance for profit, constitutes the entire agreement between the Producer and the Licensee relating to the Composition, and shall be binding upon both the Producer and the Licensee and their respective successors, assigns, and legal representatives.
Governing Law. This License is governed by and shall be construed under the law of Canada, without regard to the conflicts of laws principles thereof.
a) The Producer is and shall remain the sole owner and holder of all right, title, and interest in the Beat, including all copyrights to and in the sound recording and the underlying musical compositions written and composed by Producer. Nothing contained herein shall constitute an assignment by Producer to Licensee of any of the foregoing rights. Licensee may not, under any circumstances, register or attempt to register the New Song and/or the Beat with the U.S. Copyright Office. The aforementioned right to register the New Song and/or the Beat shall be strictly limited to Producer. Licensee will, upon request, execute, acknowledge and deliver to Producer such additional documents as Producer may deem necessary to evidence and effectuate Producer’s rights hereunder, and Licensee hereby grants to Producer the right as attorney-in-fact to execute, acknowledge, deliver and record in the U.S. Copyright Office or elsewhere any and all such documents if Licensee shall fail to execute same within five (5) days after so requested by Producer.
b) For the avoidance of doubt, you do not own the master or the sound recording rights in the New Song. You have been licensed the right to use the Beat in the New Song and to commercially exploit the New Song based on the terms and conditions of this Agreement.
i. Notwithstanding the above, you do own the lyrics or other original musical components of the New Song that were written or composed solely by you.
c) With respect to the publishing rights and ownership of the underlying composition embodied in the New Song, the Licensee, and the Producer hereby acknowledge and agree that the underlying composition shall be owned/split between them as follows:
i. You shall own and control Fifty Percent (50%) of the so-called “Writer’s Share” of the underlying composition.
ii. Producer shall own and control Fifty Percent (50%) of the so-called “Writer’s Share” of the underlying composition.
iii. Producer shall own, control, and administer One Hundred Percent (100%) of the so-called “Publisher’s Share” of the underlying composition.
1. In the event that Licensee wishes register his/her interests and rights to the underlying composition of the New Song with their Performing Rights Organization (“PRO”), Licensee must simultaneously identify and register the Producer’s share and ownership interest in the composition to indicate that Producer wrote and owns 50% of the composition in the New Song and as the owner of 100% of the Publisher’s share of the New Song.
a) The licensee shall be deemed to have signed, affirmed and ratified its acceptance of the terms of this Agreement by virtue of its payment of the License Fee to Licensor and its electronic acceptance of its terms and conditions at the time Licensee made payment of the License Fee.
Delivery of the Beat. Licensor agrees to deliver the Beat as a high-quality WAV file, as such terms are understood in the music industry. Licensor shall use commercially reasonable efforts to deliver the Beat to Licensee immediately after payment of the License Fee is made. Licensee will receive the Beat via email, to the address Licensee provided to Producer.
Term. Executed by the Producer and the Licensee, to be effective as for all purposes as of the Effective Date first mentioned above and shall terminate exactly ten (10) years from this date.