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Music Licensing

Last updated: 06/14/2022

SYNCHRONIZATION AND MASTER USE LICENSE

WHEREAS, Licensor is the creator and owner of all rights in and to a certain musical composition heretofore submitted to Licensee via Beatspoken LLC for use in a video owned and/or controlled by Licensee (hereinafter the “Project”), and;

WHEREAS, Licensee wishes to acquire the non-exclusive rights to synchronize the composition with the Project, which rights shall commence upon delivery by Licensor of the final files to Licensee via the Beatspoken portal;

NOW THEREFORE, for good and valuable consideration heretofore received in hand, the parties agree as follows:

  1. Licensor grants to Licensee the non-exclusive rights for the worldwide exploitation and other use of the musical composition created by Licensor (the “Composition”) in connection with the Project pursuant to the terms set forth herein as well as in the Beatspoken General Terms of Service, the contents which are expressly incorporated herein and made a part hereof. Where multiple musical compositions are being licensed hereunder, the singular term “Composition” shall refer to each musical composition being licensed. With respect to any musical composition licensed hereunder in which the rights that are the subject of this agreement are owned or controlled by Licensor only in part, the term “Composition” shall only refer to that portion of the composition in which such rights are owned or controlled by Licensor.

  2. In full and final consideration of the foregoing, Licensor grants to Licensee the following irrevocable and non-exclusive rights with respect to the Recording and Composition: (a) to record and/or re-record a performance(s) of the Recording and Composition for use in and as part of the Project; (b) to use, in the manner hereinbelow defined as Usage, a recording(s) of such performance(s) of the Recording and Composition not in excess of the Duration, in synchronization or timed relation with the Project in all formats of online videos and streaming content, unless the Composition is deemed a reusable theme as defined in the Beatspoken Music Categories, which can be used by Licensee as needed. (c) to perform the Recording as incorporated in the Project throughout the Territory in the Licensed Media; (d) to license, distribute, use and otherwise exploit the Recording and Composition as incorporated in the Project in the Licensed Media, throughout the Territory; and (e) to create derivative works of the Project, which include;
    • abridged versions and excerpts of the Project;
    • expanded versions of the Project, provided that the expanded version contains at least 75% of the content of the original Project, and;
    • modified versions of the Project, to adapt Project to the format of other digital platforms, such as Youtube, Instagram, Twitter, Facebook, or any other platform, or for promotional purposes when incorporated in video-based ads. The right to make derivative copies does not include altering the original message or content of the Project. (f) to record, use, perform, distribute and otherwise exploit the Recording or Composition or any portion(s) thereof for the purpose of advertising, publicizing or otherwise promoting the Project in any digital medium.

  3. This agreement does not authorize any use of the Composition that is not set forth in this agreement. All rights not expressly granted in this agreement are reserved by Licensor.

  4. Credit for the Composition shall be afforded to Licensor as Composer in all instances where credit is provided in substantially the form set forth in the Beatspoken LLC portal. To the extent, if at all, that Licensee accords credit to other third party licensors granting rights to incorporate musical compositions into the Project, Licensee shall accord credit to Licensor in connection with the use of the Project on such Platforms for which credit was given to such other licensor(s), in a size, style and prominence that is substantially similar to the credits accorded to such other licensor(s). The inadvertent failure by Licensee to comply with the foregoing credit obligation shall not be a breach of this agreement, but Licensee shall use commercially reasonable efforts to cure such failure after Licensor provides Licensee with written notice of such failure.

  5. As additional consideration for the rights granted hereunder, and unless specifically retained by Licensee, Licensee grants Licensor a limited license to use the final Project, and/or any acceptable derivatives, as hereinabove defined for archival or promotional use in connection with Licensor’s services as a composer whether on Beatspoken.com or any third party site.

  6. In the event Licensee wishes to effectuate a buyout of Licensor’s rights in the Composition hereunder, the parties authorize Beatspoken LLC to negotiate the purchase price between the parties and to collect said agreed sums on behalf of the Licensor and to disburse said sums to Licensor after retaining any commissions earned subject to a separate agreement by and between Beatspoken LLC and Licensor for its own account.

  7. Licensor represents and warrants that: (i) it has the legal right and power to enter into and fully perform this agreement and grant the rights granted in this agreement; (ii) its execution and performance of this agreement will not violate any third-party rights, the provisions of any agreement to which it is a party, or any applicable law; (iii) the Composition and the use thereof in accordance with this agreement will not violate any law or infringe upon the rights of any third party (including, without limitation, copyrights, trademark rights and rights of publicity and privacy); and (iv) as between Licensor and Licensee, Licensor shall obtain any and all necessary licenses and consents from, and pay all royalties and other applicable amounts to, any and all applicable songwriters and/or other third parties who are entitled to a royalty arising directly from the permitted exploitation of the Composition hereunder. Licensor shall indemnify, defend and hold Licensee and Beatspoken LLC and their respective parent companies, subsidiaries, associated or affiliated companies, successors, predecessors and assigns, and each of their respective officers, directors, employees, licensees, agents, subcontractors and attorneys harmless of, from and against any and all liabilities, losses, damages, claims and expenses (including, but not limited to, reasonable outside attorneys’ fees and court costs, whether or not litigation is actually commenced) arising from or in connection with any third-party claim relating to a breach of Licensor’s covenants, obligations, representations and/or warranties set forth in this agreement.

  8. Licensee represents and warrants that: (i) it has the legal right and power to enter into and fully perform this agreement; and (ii) its execution and performance of this agreement will not violate any third-party rights, the provisions of any agreement to which it is a party, or any applicable law. Licensee shall indemnify, defend and hold Licensor, Beatspoken LLC, their parent companies, subsidiaries, associated or affiliated companies, successors, predecessors and assigns, and each of their respective officers, directors, employees, licensees, agents, subcontractors and attorneys harmless of, from and against any and all liabilities, losses, damages, claims and expenses (including, but not limited to, reasonable outside attorneys’ fees and court costs, whether or not litigation is actually commenced) arising from or in connection with any third-party claim relating to a breach of Licensee’s covenants, obligations, representations and warranties set forth in this agreement. Except as otherwise set forth herein, Licensee makes no warranty or representation, express or implied, to Licensor.

  9. No failure by Licensee to perform any of its obligations hereunder shall be deemed a breach hereof unless and until Licensor has given written notice of such failure to Licensee and Licensee does not cure such failure within thirty (30) days after receipt of such notice. The rights and remedies of each party in this agreement are not to the exclusion of any other rights or remedies of such party, and each party may decline to exercise one or more of its rights and remedies as it may deem appropriate without jeopardizing any other of its rights or remedies. Notwithstanding anything in this agreement, each of the parties may at any time exercise any right it now has or at any time hereafter may be entitled to as a member of the public as though this agreement were not in existence. All parties agree that Licensee’s judgment with respect to matters affecting the exploitation of the Project made in good faith and the marketing and promotion thereof shall not be subject to dispute by Licensor. Nothing contained in this agreement obligates Licensee to use any Composition(s) or other materials in or in connection with the Project or otherwise.

  10. Licensor’s rights and remedies in the event of a breach of this agreement by Licensee shall be limited to Licensor’s right, if any, to recover damages in an action at law, and in no event shall Licensor be entitled by reason of any breach of the agreement or otherwise to enjoin, restrain or seek to enjoin or restrain the use of the Project, use of the Composition(s) or any activities related to any of the foregoing. Neither party hereto will be liable to the other party for any indirect, incidental, consequential, punitive or special damages, arising out of or related to this agreement, including damages for loss of business profits, business interruption, loss of business information, and the like, even if such party has been advised of the possibility of such damages.

  11. This agreement is binding upon and shall inure to the benefit of the respective successors, licensees and/or assigns of the parties hereto. Licensor may assign its rights and obligations hereunder in whole or part to any party, and each party hereto may assign its rights and obligations hereunder in whole or part to any parent, subsidiary or affiliate, or to any person or entity acquiring all or a substantial portion of the assets or business of such party, and such rights and obligations may be further assigned by any assignee thereof under similar circumstances; provided, however, that the assigning party shall remain secondarily liable for its obligations hereunder. Except as expressly set forth in this agreement, this agreement shall not be deemed to give any right or remedy to any third party. In entering into this agreement, Licensor and Licensee will have the status of independent contractors with respect to each other as well as with respect to Beatspoken LLC. Accordingly, there is no joint venture, partnership, agency or fiduciary relationship existing between the parties, and the parties do not intend to create any such relationship by this agreement.

  12. All notices under this agreement must be in writing in order to be effective, and shall be deemed to have been duly given or made when emailed to upbeat@beatspoken.com.

  13. This agreement shall constitute a binding and enforceable agreement embodying the entire agreement of the parties hereto with respect to the subject matter hereof, and no modification, amendment or waiver of any provision hereof shall be binding unless confirmed by a written instrument signed by each party hereto. If any term of this agreement or any application thereof is determined, by any legally constituted body having jurisdiction to make such determination, to be illegal, invalid or unenforceable, the remainder of this agreement and any other application of such term or provision shall not be affected thereby, and such illegal, invalid or unenforceable provision shall be reworded, if possible, so as to make it legal, valid and enforceable. The validity, interpretation and legal effect of this agreement shall be governed by the laws of the State of Delaware applicable to contracts entered into and intended to be performed entirely in that state. Any disputes between the parties hereto arising out of or relating to this agreement shall be subject exclusively to the jurisdiction of the state and federal courts sitting in the State of Delaware.