License

This Non-Exclusive Mp3 Lease License Agreement (the “Agreement”), having been made on and effective as of 23rd May 2019 (the “Effective Date”) by and between Sigurd Elias (Prod. Saile) p/k/a Prod. Saile (the “Producer” or “Licensor”); and Licensee residing at [N/A] (“You” or “Licensee”), sets forth the terms and conditions of the Licensee’s use, and the rights granted in, the Producer’s instrumental music file entitled The Beat Title (Contract Preview Only) (the “Beat”) in consideration for Licensee’s payment of the “License Fee”, on a so-called “Mp3 Lease” basis.

This Agreement is issued solely in connection with and for Licensee’s use of the Beat pursuant and subject to all terms and conditions set forth herein.

Mechanical Rights :

The Licensor 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”) recepit of which is confirmed. Additionally licensee shall be permitted to distribute Unlimited free internet downlaods 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, etc. but not eligible for monetization on YouTube. 

Term : The Term of this Agreement shall be two (2) years and this license shall expire on the two (2) year anniversary of the Effective Date.

Ownership :

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.

b. 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 :

c. You shall own and control Fifty Percent (50%) of the so-called “Writer’s Share” of the underlying composition.
Producer shall own and control Fifty Percent (50%) of the so-called “Writer’s Share” of the underlying composition.
Producer shall own, control, and administer One Hundred Percent (100%) of the so-called “Publisher’s Share” of the underlying composition.
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. 

Breach by Licensee :

a. Licensee shall have five (5) business days from its receipt of written notice by Producer and/or Producer’s authorized representative to cure any alleged breach of this agreement by Licensee. Licensee’s failure to cure the alleged breach within five (5) business days shall result in Licensee’s default of its obligations, its breach of this Agreement, and at Producer’s sole discretion, the termination of Licensee’s rights hereunder.

b. If Licensee engages in the commercial exploitation and/or sale of the Beat or New Song outside of the manner and amount expressly provided for in this Agreement, Licensee shall be liable to Producer for monetary damages in an amount equal to any and all monies paid, collected by, or received by Licensee, or any third party on its behalf, in connection with such unauthorized commercial exploitation of the Beat and/or New Song.

Warranties, Representations and Indemnification :

a. Producer warrants and represents that he has the full right and ability to enter into this agreement, and is not under any disability, restriction, or prohibition with respect to the grant of rights hereunder.  Producer warrants that the manufacture, sale, distribution, or other exploitation of the New Song hereunder will not infringe upon or violate any common law or statutory right of any person, firm, or corporation; including, without limitation, contractual rights, copyrights, and right(s) of privacy and publicity and will not constitute libel and/or slander.  Licensee warrants that the manufacture, sale, distribution, or other exploitation of the New Song hereunder will not infringe upon or violate any common law or statutory right of any person, firm, or corporation; including, without limitation, contractual rights, copyrights, and right(s) of privacy and publicity and will not constitute libel and/or slander. The foregoing notwithstanding, Producer undertakes no responsibility whatsoever as to any elements added to the New Song by Licensee, and Licensee indemnifies and holds Producer harmless for any such elements.

b. Parties hereto shall indemnify and hold each other harmless from any and all third party claims, liabilities, costs, losses, damages or expenses as are actually incurred by the non-defaulting party and shall hold the non-defaulting party, free, safe, and harmless against and from any and all claims, suits, demands, costs, liabilities, loss, damages, judgments, recoveries, costs, and expenses; (including, without limitation, reasonable attorneys’ fees), which may be made or brought, paid, or incurred by reason of any breach or claim of breach of the warranties and representations hereunder by the defaulting party, their agents, heirs, successors, assigns and employees, which have been reduced to final judgment; provided that prior to final judgment, arising out of any breach of any representations or warranties of the defaulting party contained in this agreement or any failure by defaulting party to perform any obligations on its part to be performed hereunder the non-defaulting party has given the defaulting party prompt written notice of all claims and the right to participate in the defense with counsel of its choice at its sole expense. In no event shall Artist be entitled to seek injunctive or any other equitable relief for any breach or non-compliance with any provision of this agreement.

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.

This Non-Exclusive Wav Lease License Agreement (the “Agreement”), having been made on and effective as of 23rd May 2019 (the “Effective Date”) by and between Sigurd Elias (Prod. Saile) p/k/a Prod. Saile (the “Producer” or “Licensor”); and Licensee residing at [N/A] (“You” or “Licensee”), sets forth the terms and conditions of the Licensee’s use, and the rights granted in, the Producer’s instrumental music file entitled The Beat Title (Contract Preview Only) (the “Beat”) in consideration for Licensee’s payment of the “License Fee”, on a so-called “Wav Lease” basis.

This Agreement is issued solely in connection with and for Licensee’s use of the Beat pursuant and subject to all terms and conditions set forth herein.

Mechanical Rights :

The Licensor 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”) recepit of which is confirmed. Additionally licensee shall be permitted to distribute Unlimited free internet downlaods 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, etc. but not eligible for monetization on YouTube.

Term : The Term of this Agreement shall be two (2) years and this license shall expire on the two (2) year anniversary of the Effective Date.

Ownership :

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.

b. 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 :

c. You shall own and control Fifty Percent (50%) of the so-called “Writer’s Share” of the underlying composition.
Producer shall own and control Fifty Percent (50%) of the so-called “Writer’s Share” of the underlying composition.
Producer shall own, control, and administer One Hundred Percent (100%) of the so-called “Publisher’s Share” of the underlying composition.
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. 

Breach by Licensee :

a. Licensee shall have five (5) business days from its receipt of written notice by Producer and/or Producer’s authorized representative to cure any alleged breach of this agreement by Licensee. Licensee’s failure to cure the alleged breach within five (5) business days shall result in Licensee’s default of its obligations, its breach of this Agreement, and at Producer’s sole discretion, the termination of Licensee’s rights hereunder.

b. If Licensee engages in the commercial exploitation and/or sale of the Beat or New Song outside of the manner and amount expressly provided for in this Agreement, Licensee shall be liable to Producer for monetary damages in an amount equal to any and all monies paid, collected by, or received by Licensee, or any third party on its behalf, in connection with such unauthorized commercial exploitation of the Beat and/or New Song.

Warranties, Representations and Indemnification :

a. Producer warrants and represents that he has the full right and ability to enter into this agreement, and is not under any disability, restriction, or prohibition with respect to the grant of rights hereunder.  Producer warrants that the manufacture, sale, distribution, or other exploitation of the New Song hereunder will not infringe upon or violate any common law or statutory right of any person, firm, or corporation; including, without limitation, contractual rights, copyrights, and right(s) of privacy and publicity and will not constitute libel and/or slander.  Licensee warrants that the manufacture, sale, distribution, or other exploitation of the New Song hereunder will not infringe upon or violate any common law or statutory right of any person, firm, or corporation; including, without limitation, contractual rights, copyrights, and right(s) of privacy and publicity and will not constitute libel and/or slander. The foregoing notwithstanding, Producer undertakes no responsibility whatsoever as to any elements added to the New Song by Licensee, and Licensee indemnifies and holds Producer harmless for any such elements.

b. Parties hereto shall indemnify and hold each other harmless from any and all third party claims, liabilities, costs, losses, damages or expenses as are actually incurred by the non-defaulting party and shall hold the non-defaulting party, free, safe, and harmless against and from any and all claims, suits, demands, costs, liabilities, loss, damages, judgments, recoveries, costs, and expenses; (including, without limitation, reasonable attorneys’ fees), which may be made or brought, paid, or incurred by reason of any breach or claim of breach of the warranties and representations hereunder by the defaulting party, their agents, heirs, successors, assigns and employees, which have been reduced to final judgment; provided that prior to final judgment, arising out of any breach of any representations or warranties of the defaulting party contained in this agreement or any failure by defaulting party to perform any obligations on its part to be performed hereunder the non-defaulting party has given the defaulting party prompt written notice of all claims and the right to participate in the defense with counsel of its choice at its sole expense. In no event shall Artist be entitled to seek injunctive or any other equitable relief for any breach or non-compliance with any provision of this agreement.

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.

This Non-Exclusive Unlimited Lease License Agreement (the “Agreement”), having been made on and effective as of 23rd May 2019 (the “Effective Date”) by and between Sigurd Elias (Prod. Saile) p/k/a Prod. Saile (the “Producer” or “Licensor”); and Licensee residing at [N/A] (“You” or “Licensee”), sets forth the terms and conditions of the Licensee’s use, and the rights granted in, the Producer’s instrumental music file entitled The Beat Title (Contract Preview Only) (the “Beat”) in consideration for Licensee’s payment of the “License Fee”, on a so-called “Unlimited Lease” basis.

This Agreement is issued solely in connection with and for Licensee’s use of the Beat pursuant and subject to all terms and conditions set forth herein.

Mechanical Rights :

The Licensor 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”) recepit of which is confirmed. Additionally licensee shall be permitted to distribute Unlimited free internet downlaods or streams for non-profit and non-commercial use. This license allows up to Unlimited (unlimited) monetized audio streams to sites like Spotify, RDIO, Rhapsody, etc. but not eligible for monetization on YouTube.

Term : The Term of this Agreement shall be two (2) years and this license shall expire on the two (2) year anniversary of the Effective Date.

Ownership :

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.

b. 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 :

c. You shall own and control Fifty Percent (50%) of the so-called “Writer’s Share” of the underlying composition.
Producer shall own and control Fifty Percent (50%) of the so-called “Writer’s Share” of the underlying composition.
Producer shall own, control, and administer One Hundred Percent (100%) of the so-called “Publisher’s Share” of the underlying composition.
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.

Breach by Licensee :

a. Licensee shall have five (5) business days from its receipt of written notice by Producer and/or Producer’s authorized representative to cure any alleged breach of this agreement by Licensee. Licensee’s failure to cure the alleged breach within five (5) business days shall result in Licensee’s default of its obligations, its breach of this Agreement, and at Producer’s sole discretion, the termination of Licensee’s rights hereunder.

b. If Licensee engages in the commercial exploitation and/or sale of the Beat or New Song outside of the manner and amount expressly provided for in this Agreement, Licensee shall be liable to Producer for monetary damages in an amount equal to any and all monies paid, collected by, or received by Licensee, or any third party on its behalf, in connection with such unauthorized commercial exploitation of the Beat and/or New Song.

Warranties, Representations and Indemnification :

a. Producer warrants and represents that he has the full right and ability to enter into this agreement, and is not under any disability, restriction, or prohibition with respect to the grant of rights hereunder.  Producer warrants that the manufacture, sale, distribution, or other exploitation of the New Song hereunder will not infringe upon or violate any common law or statutory right of any person, firm, or corporation; including, without limitation, contractual rights, copyrights, and right(s) of privacy and publicity and will not constitute libel and/or slander.  Licensee warrants that the manufacture, sale, distribution, or other exploitation of the New Song hereunder will not infringe upon or violate any common law or statutory right of any person, firm, or corporation; including, without limitation, contractual rights, copyrights, and right(s) of privacy and publicity and will not constitute libel and/or slander. The foregoing notwithstanding, Producer undertakes no responsibility whatsoever as to any elements added to the New Song by Licensee, and Licensee indemnifies and holds Producer harmless for any such elements.

b. Parties hereto shall indemnify and hold each other harmless from any and all third party claims, liabilities, costs, losses, damages or expenses as are actually incurred by the non-defaulting party and shall hold the non-defaulting party, free, safe, and harmless against and from any and all claims, suits, demands, costs, liabilities, loss, damages, judgments, recoveries, costs, and expenses; (including, without limitation, reasonable attorneys’ fees), which may be made or brought, paid, or incurred by reason of any breach or claim of breach of the warranties and representations hereunder by the defaulting party, their agents, heirs, successors, assigns and employees, which have been reduced to final judgment; provided that prior to final judgment, arising out of any breach of any representations or warranties of the defaulting party contained in this agreement or any failure by defaulting party to perform any obligations on its part to be performed hereunder the non-defaulting party has given the defaulting party prompt written notice of all claims and the right to participate in the defense with counsel of its choice at its sole expense. In no event shall Artist be entitled to seek injunctive or any other equitable relief for any breach or non-compliance with any provision of this agreement.

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.