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This Non-Exclusive "Diamond Lease" License Agreement (the “Agreement” or the “License”), having been made on and effective as of 8th January 2025 (the “Effective Date”) by and between Nicolas Scholtes p/k/a “Allrounda” (the “Producer” or “Licensor”) and (“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 BEAT NAME (the “Beat” or “Composition”) in consideration for Licensee’s payment (the “License Fee”), on a so-called ”Diamond Lease” basis. Licensor warrants that it controls the mechanical rights in and to the copyrighted musical work named: BEAT NAME (the “Beat” or “Composition”) as of and prior to the Effective Date. The Composition, including the music thereof, was composed by Nicolas Scholtes (“Producer”) managed under the Licensor.
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. All licenses are non-refundable and non-transferable. 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. The
Licensee and Licensor have agreed to the following terms:
Master Use:
In
consideration for Licensee’s payment of the License Fee, the Producer
hereby grants Licensee a limited non-exclusive, nontransferable license
and the right to incorporate, include and/or use the Beat in the
preparation of one (1) new song created by the Licensee. Licensee may
create the new song by recording his/her written lyrics over the Beat.
The new song created by the Licensee which incorporates some or all of
the Beat shall be referred to as the “New Song”. As applicable to both
the underlying Composition in the Beat and to the Master Recording of
the Beat: (i) The parties acknowledge and agree that the New Song is a
“derivative work”, as that term is used in the United States Copyright
Act; (ii) As applicable to the Beat and/or the New Song, there is no
intention by the parties to create a joint work; and (iii) There is no
intention by the Licensor to grant any rights in and/or to any other
derivative works that may have been created by other third-party
licensees. For clarity and avoidance of doubt, the Licensee does NOT
have the right to sell the Beat in the form that it was delivered to
Licensee. The Licensee must create a New Song for its rights under this
provision to a vest. Any sale of the Beat in its original form by
Licensee shall be a material breach of this Agreement and the Licensee
shall be liable to the Licensor for damages as provided hereunder.
Licensee acknowledges and agrees that any and all rights granted to
Licensee in the Beat pursuant to this Agreement are on a NON-EXCLUSIVE
basis and Producer shall continue to license the Beat upon the same or
similar terms and conditions as this Agreement to other potential
third-party licensees. In the event another party purchases exclusive
rights to the Instrumental from the Licensor, the Licensee will retain
non-exclusive rights under the limitations listed in this agreement and
until these terms have been fulfilled including the right to upgrade or
renew its license as defined in this agreement under “License Upgrades”.
Ownership:
The Producer is and shall remain the
sole owner and holder of all rights, 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. 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. 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.
Consideration:
In
consideration for the rights granted under this agreement, Licensee
shall pay to Licensor the License Fee (amount in corresponding payment transaction),
payable to “Nicolas Scholtes” (Licensor), receipt of which is hereby
acknowledged. If the Licensee fails to account to the Licensor, timely
complete the payments provided for hereunder, or perform its other
obligations hereunder, including having insufficient bank balance, the
Licensor shall have the right to terminate License upon written notice
to the Licensee. Such termination shall render the recording,
manufacture and/or distribution of Recordings for which monies have not
been paid subject to and actionable infringements under applicable law,
including, without limitation, the United States Copyright Act, as
amended.
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, vinyls, cassette tapes, compact disk, other
miscellaneous audio and digital recordings, and any lifts and versions
thereof (collectively, the “Recordings”, and individually, a
“Recording”) and also distribute the Master Recording via digital
retailers for permanent digital download in mp3 format, worldwide for up
to the pressing or selling a total of *number of copies (as defined below)
of such Recordings or any combination of such Recordings. The New Song
may be available for sale as a single and/or included in a compilation
of other songs bundled together by Licensee as an EP or a full-length.
Additionally Licensee shall be permitted to distribute unlimited free
internet downloads or streams for non-profit and non-commercial use.
Furthermore, Licensee is granted the right to have **number of monetized (profitable) audio streams (as defined below) of the Master Recording through Streaming Services (such as: Spotify, Apple Music, Deezer, etc.).
*number of copies:
(Bronze
Lease: 2,500 copies) (Silver Lease: 10,000 copies) (Gold Lease: 30,000
copies) (Platinum Lease: Unlimited copies) (Diamond Lease: Unlimited
copies)
**number of monetized (profitable) audio streams:
(Bronze
Lease: 50,000 streams) (Silver Lease: 100,000 streams) (Gold Lease:
300,000 streams) (Platinum Lease: Unlimited streams) (Diamond Lease:
Unlimited streams)
Publishing and Royalties:
With
respect to the publishing rights and ownership of the underlying
Composition embodied in the Master Recording, the Licensee and Licensor
hereby acknowledge and agree to a split share of royalties as follows:
– Licensee (Customer) owns 50% of publishing rights / writers share
– Licensor (Allrounda) owns 50% of publishing rights / writers share
License agrees to register his new song with the following information:
BMI Information:
Name: Nicolas Scholtes
Composer: Allrounda
IPI Number: 01061281982
Producer
shall own, control, and administer Fifty Percent (50%) of the so-called
“Publisher’s Share” of the underlying composition. In the event that
Licensee wishes to 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 50% of the Publisher’s share of the New Song.
Licensee is obliged to inform Licensor of any song registration when
completed within 30 days after registartion date.
Non-Profit Use:
The
New Song may be used for any free promotional purposes, including but
not limited to, a release in a single format, for inclusion in a mixtape
or free compilation of music bundled together (EP or album), and/or
unlimited promotional, non-monetized digital streaming in form of audio
streams or video streams.
Videos:
The Licensor
hereby grants to Licensee a non-exclusive License to use the Master
Recording in one unique music video. For license types “Diamond Lease”
or “Exclusive Rights” only (if applicable), Licensor allows unlimited
music videos and also use of the Composition standalone (instrumental
version).
Video Streams:
The Licensee is entitled
to an unlimited amount of non-monetized video streams (on all web based
platforms supporting video such as Youtube) for the song(s) and music
video(s) created in use with the Composition. Furthermore, if purchased
license is qualified and applicable, Licensee is entitled to *number of monetized/profitable video streams for the music video(s) embodying the Master Recording as defined below:
*number of monetized/profitable video streams:
(Bronze
Lease: no streams) (Silver Lease: no streams) (Gold Lease: no streams)
(Platinum Lease: 300,000 streams) (Diamond Lease: Unlimited streams)
Performance Rights:
The
Licensor here by grants to Licensee a non-exclusive license to use the
Master Recording in unlimited non-profit performances such as
live-shows, live-streams or concerts. Furthermore, if purchased license
is qualified and applicable, Licensee is granted the right to use the
Master Recording in *number of profitable performances such as live-shows, live-streams or concerts as defined below:
*number of profitable performances:
(Bronze
Lease: no performances) (Silver Lease: no performanes) (Gold Lease: no
performances) (Platinum Lease: 10 performances) (Diamond Lease:
Unlimited performances)
Broadcast Rights:
Broadcast
rights for licenses, such as “Bronze Lease”, “Silver Lease”, “Gold
Lease” or “Platinum Lease”, are not granted and broadcasting or airing
the Master Recording on terrestrial, satellite or internet radio
stations or through unlimited station channels, respectively, is not
allowed with these licenses. In case the purchased license is a “Diamond
Lease” or “Exclusive Rights”, the Licensor hereby grants to Licensee a
non-exclusive license to broadcast or air the Master Recording on
unlimited terrestrial, satellite or internet radio stations or through
unlimited station channels, respectively.
Synchronization Rights:
Synchronization
rights for licenses, such as “Bronze Lease”, “Silver Lease”, “Gold
Lease” or “Platinum Lease”, are not granted and broadcasting or copying,
performing, editing and/or looping portions of the Master Recording for
use in Movies, Film, TV Series, Documentaries, Digtal Animations, Video
Games, Trailers, Advertisements, etc. (collectively, “Sync Placements”)
is not allowed with these licenses. In case the purchased license is a
“Diamond Lease” or “Exclusive Rights”, the Licensor hereby grants to
Licensee a non-exclusive License to copy, perform, edit and/or loop
portions of the Master Recording for use in Movies, Film, TV Series,
Documentaries, Digtal Animations, Video Games, Trailers, Advertisements,
etc. (collectively, “Sync Placements”) in unlimited Projects.
Credit:
Licensee
shall acknowledge the original authorship of the Composition
appropriately and reasonably in all media and performance formats under
the name “Allrounda Beats” in writing where possible and vocally
otherwise.
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. Such credit shall be in the substantial
form: “Produced by Allrounda Beats” or “Beat by Allrounda”. 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.
Beat(s) With Hook(s) / Singer(s):
For
all beats that come with pre-made vocals (the “Hook”, the “Chorus”)
performed by a featured singer, herinafter referred to as “Beat with
Hook” or “Beats With Hooks”, these so called “Beats With Hooks” are
treated equally to normal beat without hook in terms of price, license
terms, use, distribution, rights, etc. However, you need to give written
credit to the singer (singer’s name is displayed in the filename or
beat description) in the name or file-name of the new song. Such credit
shall be in the substantial form: “(feat. “Singer’s Name”). The licensee
shall have the same obligations for giving such credit to the singer as
for the producer, defined in the section “CREDIT AGREEMENT” in this
license agreement! Hooks that come with a beat are 100% royalty-free and
do not need an additional royalty-share, paid by Licensee or Licensor
to the singer, or require any other/further payments or compensation.
The royalty-share for the beat composition itself, as defined in section
“ROYALTIES”, remains untouched however. You may use them under the same
restrictions and rights as defined for the beat composition, as they
are part of the Composition in this case. Licensor is responsible for
compensation to the singer(s) and has a separate individual license
agreement with the corresponding singer(s) and owns all necessary rights
to the “Hook” in order to enter into this agreement. Licensor controls
the mechanical rights in and to the “Hook”.
Editing/Altering the Composition:
Licensee
may edit/alter the length, overall sound (use of effects, change of
volumes/levels, panorama, frequencies, etc.), tempo or pitch of the Beat
Composition, and apply general modifications, such as structure of
instrumentation (in use of tracked out stems) as long as the Beat
Composition does not become unrecognizable (e.g.: only using drums or
using less than 70% of the entire sounds/instruments/stems included in
the original Beat Composition). Remixes or variations using any material
of the original Beat Composition, or musical versions performing the
original Beat Composition in form of live-instrument versions
(orchestra, band, etc.) are only allowed with Licensor’s written
approval (e-mail or separate license agreement).
Audio Samples:
3rd
party sample clearance is the responsibility of the Licensee. The
Licensee agrees that the Instrumental is purchased as a “Work Made for
Hire” whereby the clearing of any sampled materials that Licensee
chooses to use, is the sole responsibility of Licensee and that the
Licensor cannot and will not be held liable for the misuse of any
sampled material that the Licensee uses in conjunction with the original
instrumental Composition that is being licensed in this agreement. The
Licensor does not claim to have/own any rights on any sampled material.
YouTube Policy (Content ID):
The
Licensor maintains the unlimited, worldwide rights to register his Beat
Compositions with a Content ID program/institution such as EXMGE,
AdRev, etc. and be the sole administrator of YouTube rights using such a
Content ID program. This is necessary and entitles Licensor to maintain
the administrative and legislative rights to the Composition
(Instrumental). What Content ID does, is scan youtube videos for audio
material produced by Nicolas Scholtes (Allrounda Beats) and
automatically send a copyright claim, which blocks videos from
monetization temporarily. This claim will not harm the channel or video,
nor does it force the video(s) to be taken down. The video will keep
playing without any other limitations. THE LICENSEE IS EXPRESSLY
PROHIBITED FROM REGISTERING THE BEAT AND/OR NEW SONG WITH ANY CONTENT
IDENTIFICATION SYSTEM, SERVICE PROVIDER, MUSIC DISTRIBUTOR, RECORD LABEL
OR DIGITAL AGGREGATOR (for example TuneCore or CDBaby, and any other
provider of user-generated content identification services). The purpose
of this restriction is to prevent you from receiving a copyright
infringement takedown notice from a third party who also received a
non-exclusive license to use the Beat in a New Song. The Beat has
already been tagged for Content Identification (as that term is used in
the music industry) by Producer as a pre-emptive measure to protect all
interested parties in the New Song. If you do not adhere to this policy,
you are in violation of the terms of this License and your license to
use the Beat and/or New Song may be revoked without notice or
compensation to you. If Licensee received a copyright claim on YouTube,
Licensee must open a Content ID dispute including the order number,
PayPal transaction ID or Stripe transaction ID or the email address used
for purchase. It is recommended to dispute within the first 5 days of
receiving the claim. Official Google article:
https://support.google.com/youtube/answer/7000961?hl=en
Memberships:
Memberships
are subscription based license deals, offered and charged on a monthly
basis. The licenses included in Memberships are the same ones as offered
for non-subscription based sale. The only differences are, that you get
a better/cheaper price in contrast to a single license purchase, as you
may select 3 beats for the regular price of 1 beat! Per month of
subscription, from date of subscription start, you get to select 3 new
beats with license (as defined in your membership subscription plan).
Since Memberships are handled and processed via Beatstars.com you are
opening up an account there and upon login, will have access to a
restricted member-area where you can manage your subscription, account,
licenses, downloads & purchases. Licenses and beats you select as
part of your Membership subscription will remain permanent, accessible
and valid, even if you choose to cancel your subscription at a later
point. By cancelling your Membership subscription you will lose the
right to select any further beats and licenses. Allrounda (Nicolas
Scholtes) reserves the right to cancel any Membership subscription or
subscription plan at his sole discretion, at ay time. Active membership
subscriber(s) will then receive a notification along with reason for
cancellation of subscription. All monthly credits for selectable beats
& licenses, which have been paid fully, remain valid and usable! For
the avoidance of misunderstanding or doubt, please contact us via
e-mail (info@allrounda.com) prior to any purchase if you have any
questions about Memberships or licensing our beat(s). By making a
payment, and/or subscribing to any of our Membership plans, you
automatically agree to the license terms, terms & conditions on our
website and that all orders are final and non-refundable! In case you
wish to upgrade your membership to a higher one, let us know and we are
happy to help. Of course you may also upgrade individual licenses to any
beat that has been obtained/selected as part of your Membership, to a
higher license.
Payments & Refund Policy:
The
Licensee to shall make payment of the License Fee to Licensor on the
date of this Agreement. All rights granted to Licensee by Producer in
the Beat are conditional upon Licensee’s timely payment of the License
Fee. The License Fee is a one-time payment for the rights granted to
Licensee and this Agreement is not valid until the License Fee has been
paid. All licenses are non-refundable and non-transferable. In rare
cases of duplicate purchases, or other rare circumstances, we will match
what you paid with an item of equal or similar value or send you a
refund for the duplicate order. In case of a money-refund by the
Licensor, the issued contract/license becomes invalid effectively at
date of refund. Payments that are in any form held, refunded, cancelled
or incorrect, by Licensee, result that the issued contract(s)/license
agreement(s) and all of the granted rights therein become invalid,
voided and all rights shall revert to the Producer.
License Upgrades:
Once
Licensee has reached the limits defined in its license agreement and
wants to keep using the Composition and Master Recording commercially,
further rights need to be obtained with a new license purchase or
license upgrade. Licensee has the right to upgrade or renew his existing
license one single time only, either by re-purchasing the same license
type or paying the difference amount to upgrade to a higher
non-exclusive license, if available. In the event another party
purchases exclusive rights to the Instrumental from the Licensor,
Licensee’s right to a license upgrade to a higher license within
non-exclusive licenses remains untouched.
Delivery:
Licensor
agrees to deliver the Beat as a high-quality WAV file, as MP3 file, and
(if applicable) as Tracked Out Stems in WAV format, as such terms are
understood in the music industry. Licensee will receive the Beat via
email, to the email address Licensee provided to Licensor. Products,
files and documents are delivered electronically via email through an
automated system if purchased via the instant delivery stores on our
website(s) and markeplace(s), and are sent out manually via email as
download links within a delivery time frame of 24 business hours if
purchased any other way. All products, files and documents are usually
hosted through a file-sending service such as dropbox.com or
wetransfer.com, etc. License agreement(s) are usually sent as attached
pdf-file(s). No tangible/physical copies will be delivered via postal
mail for any kind of license. Upon request, we send tangible/physical
copies in form of a printed license-agreement/receipt and a CD/DVD
containing the files to the product(s) via postal mail. For that we
reserve the right to have any delivery fees covered by the Licensee.
Please check your spam and junk folders if you don’t find our e-mails in
your inbox. Make sure you don’t block pop-up windows in your browser or
links in your email provider/software. If links are not clickable, copy
and paste the link(s) in the address bar of your browser. If you
experience any issues with download links, please try a different
browser or computer/device. Some mobile phones and devices are not
capable of downloading and saving files. In order to download the
files/documents properly, please use a device such as a Desktop PC, Mac,
Laptop or Macbook. The license agreement(s) do not need to be signed by
the customer(s)/Licensee(s) and automatically become legally valid and
active with purchase (Payment needs to be fully received by Licensor)
and receipt of purchased items. As displayed on our website and in the
buying process within our stores, Licensee, by making a purchase,
automatically agrees to all registrations/contents that are being listed
in our license terms and terms and conditions on our website:
https://allroundabeats.com/terms-conditions/
Newsletter:
By
purchasing an item or downloading any music from us, you agree to be
subscribed to our mailing list (newsletter). We do not give out your
information to anyone outside of our business and it is held privately
on a secure server. We will contact you between 1-2 per week with
information regarding Allrounda Beats such as new Beats, sales or other
updates. Of course you may unsubscribe at any time.
Governing Law:
This
License is governed by and shall be construed under the laws of the
Licensor’s resident country, without regard to the conflicts of laws and
principles thereof. German Law is applicable in any case.
Term:
Executed
by the Licensor and the Licensee, to be effective as for all purposes
as of the Effective Date first mentioned above and shall remain permant
without an expiration date.
Miscellaneous:
This
License is non-transferable and is limited to the Compsition specified,
constitutes the entire agreement between the Licensor and the Licensee
relating to the Composition, and shall be binding upon both Licensor and
Licensee and their respective successors, assigns, and legal
representatives. The Licensee shall provide the Producer with one (1)
digital copy of the completed record within thirty (30) days after
release of any record embodying the masters via email to
info@allrounda.com
Previously sold licenses and granted rights stay
unaffected by future changes to the terms and conditions. No matter if
exclusive rights or any other licenses are sold to a Composition,
Licensor will always be allowed to use that Composition for own
promotional uses, without limitation, worldwide and throughout the
universe, without terminability. This includes audio streaming of the
Composition on Streaming Services such as Spotify, Apple Music, Deezer,
etc., or in form of a video on Youtube.
Allrounda (Nicolas Scholtes)
has the legal right, but never the duty, to re-buy exclusive rights from
the current exclusive rights license holder, for a negotiated price, if
the exclusive rights license holder agrees to enter into such agreement
and wants to re-sell his exclusive rights back to the Licensor.
Restrictions:
All
sounds, drums, instruments, sound effects and vocals included in the
Composition are the property of the Licensor or third parties (samples,
VST Instruments, etc.) and cannot be used for any purpose other than as
described in this agreement. The audio content cannot be used to create
any of the following derivative works: instrumentals for sale, loop
packs, sound effects, samples or sample packs, vst instruments, nor any
other competitive product. Musical Composition(s)/Beat(s) by Allrounda
(Nicolas Scholtes) may not be uploaded on any website, marketplace or
distributed in any form without his permission and written consent. The
audio content cannot be shared with anyone unless they are directly
involved in the Master Recording (audio engineer, featured artist,
musician, etc.). Under no circumstances is a customer/Licensee allowed
to re-sell the Beat Composition fitself or any modifications thereof,
nor transfer the rights to the Beat Composition in any form to a third
party. Rights that are given to Licensee are not transferable and
non-refundable, if a customer/Licensee features another or other
artist(s), not listed as license holders in his license agreement by
date of purchase, the issued rights to the Beat Composition for use in
Licensee’s/customer’s song(s), featuring the concerned artist(s), are
non-transferrable to other’s and non-splittable, for any kind of
non-exclusive license(s) and remain bound strictly and solely to
customer/Licensee. Exclusive Rights license owners may split rights,
transfer rights or share rights to the Beat Composition in use of their
song(s), by setting up an individual written agreement which needs
Licensor’s approval at his sole discretion in signed form. If any
additional license agreement(s), new license agreement(s), or changes to
(a) current license agreement(s), or any concerned
additions/adjustments, etc. are desired, license agreement(s) or
contract(s) must include these terms and conditions and refer to the
sections/content, listed in these terms and conditions in order to blend
in with all required and neccessary information/registrations for any
license type, warranties, and general terms and conditions. Any Master
Recording that is found in violation of these restrictions may be
subject to termination of its commercial rights without refund. In
addition, the Master Recording may be subject to removal from all third
party distributors with the assistance of copyright infringement
enforcers. Any loss incurred with such removal is not the responsibility
of Licensor. Previously sold licenses and granted rights stay
unaffected by future changes to the terms and conditions. If the
Licensee is unsure of the details of the commercial rights, the Licensee
must contact the Licensor for assistance in clarifying any of these
restrictions.
Warranties, Representations, and Indemnification:
Licensee
hereby agrees that Licensor has not made any guarantees or promises
that the Beat fits the particular creative use or musical purpose
intended or desired by the Licensee. The Beat, its sound recording, and
the underlying musical composition embodied therein are licensed to the
Licensee “as is” without warranties of any kind or fitness for a
particular purpose. Licensee agrees to indemnify and hold Licensor
harmless from and against any and all claims, losses, damages, costs,
expenses, including, without limitation, court costs, litigation
expenses, attorney’s fees, arising of or resulting from a claimed breach
of any of Licensee’s representations, warranties or agreements
hereunder. After delivery of the Beat Composition(s) and according
files, Licensor will be unbound of any further responsibilities and
legal obligations to the Licensee and legally freed of any further
duties. Licensor is not responsible for any other website(s),
marketplace(s), companie(s) or person(s) claiming to sell its Beats and
owning rights to them, neither is Licensor legally responsible, nor
liable/amenable for any damage, harm, financial losses or legal issues
resulting thereof. Anyone found to be abusing and violating any of
Licensor’s rights, music, content, or physical and/or intellectual
property, will likely face a law suit and criminal punishment for
copyright infringement and held liable. The 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. 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.
Licensee recognizes and agrees that a breach or threatened breach of
this Agreement by Licensee give rise to irreparable injury to Producer,
which may not be adequately compensated by damages. Accordingly, in the
event of a breach or threatened breach by the Licensee of the provisions
of this Agreement, Producer may seek and shall be entitled to a
temporary restraining order and a preliminary injunction restraining the
Licensee from violating the provisions of this Agreement. Nothing
herein shall prohibit Producer from pursuing any other available legal
or equitable remedy from such breach or threatened breach, including but
not limited to the recovery of damages from the Licensee. The Licensee
shall be responsible for all costs, expenses or damages that Producer
incurs as a result of any violation by the Licensee of any provision of
this Agreement. Licensee’ obligation shall include court costs,
litigation expenses, and reasonable attorneys' fees.