This Exclusive Rights License Agreement (the “Agreement” or
the “License”), having been made on and effective as of 21st April 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 ”Silver 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 an unlimited
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 an EXCLUSIVE basis and Producer shall discontinue to license the Beat
upon the same or similar terms and conditions as this Agreement to
other potential third-party licensees. Previously sold non-exclusive
licenses to the instrumental Composition, sold to other parties prior to
the Effective Date in this agreement, remain untouched and unaffected.
These parties 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 an 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 unlimited copies 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 unlimited profitable
audio streams of the Master Recording through Streaming Services (such
as: Spotify, Apple Music, Deezer, etc.).
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 100% of publishing rights / writers share
– Licensor (Allrounda) owns 0% of publishing rights / writers share
Licensee
is entitled to keep 100% off of all earnings, royalties or other
profits arising from use the of Composition and/or Master Recording.
This license is 100% royalty free and Licensee does not need to pay
Licensor any further fees, shares or other compensation for use of the
Composition and/or Master Recording.
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 an exclusive License to use the Master
Recording and the Composition standalone (instrument al version) in
unlimited videos of any format, length and purpose.
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 Licensee is entitled to unlimited monetized/profitable video
streams for the video(s) embodying the Master Recording and/or
Composition.
Performance Rights:
The Licensor here
by grants to Licensee an exclusive license to use the Master Recording
in unlimited non-profit performances such as live-shows, live-streams or
concerts. Furthermore Licensee is granted the right to use the Master
Recording in unlimited profitable performances such as live-shows,
live-streams, concerts.
Broadcast Rights:
The
Licensor hereby grants to Licensee an 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:
The
Licensor hereby grants to Licensee an exclusive License to copy,
perform, edit and/or loop portions of the Master Recording and/or
Composition for use in Movies, Film, TV Series, Documentaries, Digtal
Animations, Video Games, Trailers, Advertisements, etc. (collectively,
“Sync Placements”) in unlimited profitable 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.
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 (click here for info).
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”.
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:
All
previously sold non-exclusive licenses to other parties, prior to the
Effective Date, remain valid until the limits defined in these licenses
have been reached. With respect for the foregoing, these parties have
the right to upgrade their existing license(s) one single time only to
(a) higher non-exclusive license(s), if available, by paying the
difference amount to upgrade, even after the Effective Date of this
license, mentioned above in this agreement.
Delivery:
Licensor
agrees to deliver the Beat as a high-quality WAV file, as MP3 file, and
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 terminate
exactly ninety (90) years from this 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 and transfer 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 itself 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.
YOU
ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THIS AGREEMENT AND HAVE BEEN
ADVISED BY US OF THE SIGNIFICANT IMPORTANCE OF RETAINING AN INDEPENDENT
ATTORNEY OF YOUR CHOICE TO REVIEW THIS AGREEMENT ON YOUR BEHALF. YOU
ACKNOWLEDGE AND AGREE THAT YOU HAVE HAD THE UNRESTRICTED OPPORTUNITY TO
BE REPRESENTED BY AN INDEPENDENT ATTORNEY. IN THE EVENT OF YOUR FAILURE
TO OBTAIN AN INDEPENDENT ATTORNEY OR WAIVER THEREOF, YOU HEREBY WARRANT
AND REPRESENT THAT YOU WILL NOT ATTEMPT TO USE SUCH FAILURE AND/OR
WAIVER as a basis to avoid any obligations under this agreement, or to
invalidate this agreement or To render this agreement or any part
thereof unenforceable. This agreement may be executed in counterparts,
each of which shall be deemed an original, and said counterparts shall
constitute one and the same instrument. In addition, a signed copy of
this agreement transmitted by facsimile or scanned into an image file
and transmitted via email shall, for all purposes, be treated as if it
was delivered containing an original manual signature of the party whose
signature appears thereon and shall be binding upon such party as
though an originally signed document had been delivered. Notwithstanding
the foregoing, in the event that you do not sign this Agreement, your
acknowledgment that you have reviewed the terms and conditions of this
Agreement and your payment of the License Fee shall serve as your
signature and acceptance of the terms and conditions of this Agreement.
