Terms & Conditions Agreement Part B

An Artist Driven Music Licensing Company
855Folsom Street Ste. 706, San Francisco, California 94107-1185 • Tel 415.282.3444
Confidential 3/26/21
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Legal Mumbo Jumbo (together with signed Cover Sheet = our Agreement)
You grant us the right to authorize the use and sublicense of your master recordings and compositions/copyrights, as listed on the Schedule, or any part thereof, in any commercial way we deem worthwhile, in our reasonable business discretion. This could include, but not be limited to,use of the recordings or compositions in advertisements, synched to visuals, in software, on the Internet, through online systems (direct or indirect distribution, whether over telephone lines, cable television systems, optical fiber connections, cellular telephones, online or mobile media, satellites, wireless broadcast, or other mode of transmission now known or subsequently developed), in the promotion of products (including products and works that contain the music), or any other manner or use, possibly synchronized to visuals. They might be used in “New Media” products, which mean a production or project which makes use of new media or multi-media platforms, including website-music, Flash animations and presentations, videos, slideshows, cloud-based presentations, PowerPoint presentations, online or mobile video sharing (YouTube, Vimeo, Animoto, etc.), so-called “apps” (including app-games), and web-based online video games. When the music is included in software, video games, and other products, our client/sub licensee will have the right to sell, license, rent, or lease the products and to authorize third parties to sell, license, rent, or lease the products.Our representation also includes the right to create so-called “instrumental-only” versions (i.e., versions where the vocals have been removed) of your Tracks, which versions will be deemed to be Tracks hereunder. At our request, you agree to execute any other documents necessary to secure or affirm the rights granted to us hereunder. Musync has the right but not the obligation to re-title the Tracks, and register such re-titled Tracks with our PRO (performance rights organization). You are giving us the right to grant licenses for others to use the Tracks. Licenses are contracts, of any duration, permitting third parties to synchronize, perform (including public performance, unless excluded on the Cover Sheet), display, communicate to the public, reproduce, deliver, transmit and otherwise use the Tracks, and to exploit the Tracks, which contracts may include the privilege to make a musical arrangement to the extent necessary without changing the basic melody, fundamental character or the lyrics of the composition. You agree that such arrangement will not be considered a “derivative work” by law. Such contracts may also include the right to make an unlimited number of physical reproductions (i.e., DVD, CD) of the Tracks.You grant us this right, throughout the Universe, for two (2) years from your signature on the Cover Sheet. Your Tracks will be uploaded onto hard drives, player devices or burned onto CD/DVDs to transport to, or to be downloaded by, our potential clients. Your Tracks could be featured on our website, and could be included in podcasts or similar downloads, to promote our services or to promote your music, which you agree can be done without compensation to you for this use (it is to get people to like your music, after all; there’s no money in to us for that use). If you submit more Tracks, the term for each additional master recording/composition shall be two (2) years from the date you submit it. After the two-year term is up, this Agreement will automatically renew for additional one (1) year periods, unless you cancel the Agreement thirty (30) days before that one-year period starts. Any sub-license or contract entered into during the term by any of the parties we license your music to shall remain in effect for the duration of its term, despite the expiration or termination of this Agreement. By way of example but not of limitation, if your music is licensed to a production company, it may be licensed in perpetuity and remain in their system for additional usage; we cannot pull the music back even if our relationship comes to an end. By submitting additional compositions to us, you agree that they will be treated under these terms without needing to sign another agreement. Please note that if you give us notice in writing, as is required, that your music has been licensed to another party, even on an exclusive basis, or you would like to terminate this agreement (all, “Notice”), it can take us months to remove the music from our catalog, during which time it might be licensed by our clients; further, clients may have already received samples of your music and decide to utilize it well after you give Notice. Therefore you understand and agree that, while Musync, shall try to pull back your tracks from consideration, it’s clients may license your music for a period that could be as long as 180 days after you give Notice. As such, you agree to indemnify and hold us, and our clients, harmless against any downstream issues. For clarity, when we license your Tracks, it includes each sound recording and the musical composition and other materials embodied in each sound recording, It also includes all photographs, bios and likenesses of the recording artist, rights holders, and songwriter(s), all musical, artistic and literary material (including liner notes, song titles and other metadata), and all other intellectual property connected with the Tracks,including associated names and logos.
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 If we ask you to submit additional materials for the people and/or Tracks listed on the Schedule, you grant us and anyone who sub licenses the work from us the right to use this information. You also understand and agree that there might be no credit given at all — we shall use reasonable efforts to get our clients to provide credit that is consistent with industry norms, but we cannot promise anything. You understand that Musync will be licensing master recordings from other sources in addition to yours, which may be either of similar or different material style and character from yours. We cannot predict or guarantee the types of music that our clients will be interested in sub licensing, and we make no representation or guarantee as to the number of uses of your masters, or the amount of compensation you may make, as a result of this Agreement. You shall be solely responsible for forwarding any and all synch licensing or other fees to any applicable co-master rights holder(s) or co-copyright rights holder(s). If you do not forward this money, you agree to indemnify and hold us, and our clients, harmless from these other rights holder(s). This means that if you don’t pay them, you will defend us/our clients in court if they sue us to get the money that you owe them. Please pay them. Musync will not pay fees until a minimum of $50 has been earned by any musician or label. You understand and agree that Musync shall hold these payments, and will not pay interest on the monies held. You agree that, during the term of this agreement and for one year after its termination, you will not attempt to contact or solicit any professional contact you would not have made but for our activities on your behalf. If you do, you agree to give us fifty percent (50%) of the compensation you receive from those parties. You understand that you may not assign or delegate your rights or obligations under this contract without Musync’s written consent; this contract is freely assignable by Musync. You warrant and represent that you have the right, power and authority to enter into and fully perform this agreement (for all parties involved, if more than just you), and you agree to indemnify and hold us and our clients harmless from any breach, liability or action brought by any party as a result of this Agreement and/or any of your promises, representations and warranties contained in it, including all fees, court payments, and the like. You also warrant that all recordings embodied in the Tracks were produced and recorded on a non-union basis, and that no recordings embodied in the Tracks are re-titled or available elsewhere under a sync free or royalty free license.Musync shall be entitled to withhold from any amounts payable under this Agreement such amounts as are reasonably related to the potential liability at issue, but you understand and agree that you shall be responsible for paying for the defense or settlement of any claim, action or demand with respect to this agreement or your music and/or materials, even if that amount is more than the amount of money we have made for you or hold on your behalf. You warrant and represent that the music will be wholly original, and shall neither infringe the copyright or any other rights of any third party, nor be defamatory of any person. You agree that you shall not include any music on the Schedule that we cannot license; for example, the music you submit cannot contain loops and/or samples you have not obtained licenses to use. If there are samples in your music and you have obtained permission, please attach the license and have all copyright holders sign this agreement. For avoidance of doubt, you warrant and represent that you exclusively own or control all rights in and to anything submitted to Musync including but not limited to the masters and compositions, such as, by way of example but not by limitation, rights to the performance, copyright rights (including right to copy, record, edit, remix, master, manufacture, promote, perform, distribute and commercially exploit the masters, copyrights and compositions), and synch rights of the music to any visual media, without restrictions, in any media now known or hereafter invented, throughout the Universe. For the purpose of manufacturing CDs, you agree that this Agreement shall be a sufficient master use license for all Master(s) listed on the Schedule, as it may be amended from time to time.You warrant and represent thatyou own or control 100% of the music publishing rights to any composition recorded in a master delivered to Musync, and that such rights are included in your license to Musync. It can therefore sub-license all publishing rights to the masters, including mechanical and synchronization rights.
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Musync shall assume you have no publisher unless you indicate otherwise, and shall administer publishing rights. In the event you control lessthan 100% of the publishing for a master, you must clearly list this on theSchedule, stating who controls the remainder; you shall also use best efforts to have such publisher(s) license thenecessary rights to Musync on the terms hereof, by providing a copy of the Agreement to them and delivering a signed copy to Musync. Musync shall collect all revenues generated by the master(s) sub licensed, and shall pay you your percentage as indicated on the Cover Sheet, after we have paid all costs and expenses related to the deal utilizing your master(s). In some cases a licensee may wish to license several masters for a set fee. In that case, you will receive an appropriately pro-rated share. For example, if Musync sub licenses ten (10) Masters to a video game maker for a set total fee, you shall receive your percentage (as outlined in the Cover Sheet –generally 50%of our net) of ten percent (10%) of the net received by Musync for each of your Masters that are included in that bundle. In the event Musync markets sound recordings directly, you agree that your share of the net revenue will cover the traditional mechanical license fee and/or modern Internet license fees. To avoid doubt, all music publishing revenue generated as a result of this Agreement is also net revenue, less such costs and expenses as sales agent fees, administration and collection costs, a proportionate percentage of back office fees, and the like.Both parties to this Agreement shall have reasonable audit and inspection rights during the term of this agreement, during normal business hours, with ten (10) business days advance written notice, at its own expense, with respect to only those books and records of the other party directly related to the performance of this Agreement, and can bring actions on each other’s behalf if monies appear owing. All payments will be made to you by electronic means and through Musync’s then-current standard method for making electronic payment (which method may includePayPal), unless you request payment by mail. If you request payment by mail, and you have provided an undeliverable mailing address and two or more consecutive payments have been returned to Musync as undeliverable, we may stop sending future payments until you provide a deliverable mailing address. If any check from us to you is not redeemed within 90 days from the date it was issued, the funds will be credited to your account with Musync, but shall not bear interest. All returned mail will be held by Musync until a current address is received by us.You agree that any licensor/user may use less than your entire master, and may edit, loop, remix, enhance, or modify the sound recording and therefore the composition embodied in the master, provided that any such change shall not alter the fundamental character of the portion of the master being used, and any such change shall not give rise to any ownership rights or claims, including copyright, on the part of the user in or to the resultant sound recording or underlying composition.You warrant and represent that: (i) you shall be liable (vis-à-vis Musync) for all costs and expenses for recording and producing the Track(s) (including any expenses for studio time, session players, etc.), and Musync shall not be required to make any payments of any nature for, or in connection with, the rendition of your services (or those of others working at your direction) or the acquisition, exercise or exploitation of rights by Musync or any sub-licensees of the Track(s) hereunder, except as provided herein; (ii) you shall be solely liable for obtaining permission to incorporate any so-called “samples”, if any, in any Track(s) delivered hereunder; and (iii) you are an independent contractor for the purposes hereof, and you shall be solely liable for all taxes due on revenues you receive hereunder; Musync shall not be responsible for obtaining or remitting any insurance (e.g., workers’ compensation), taxes (e.g., federal, state, social security, Medicare), or the like on your behalf. For purposes of this Agreement, you hereby waive(to the extent permitted by law) any and all so-called “moral rights” that you have in the Tracks under applicable law (such rights, “Moral Rights”). To the extent the laws of any jurisdiction do not allow you to waive any Moral Rights, you agree never to assert any and all moral rights, or to support, maintain or permit any action based on any moral rights, that you may have in or with respect to any Track(s), during and after the term of this Agreement. If you are an agent for third party performers or writers, you represent and warrant on behalf of such performers and writers that all performers on and writers of the Track(s) have, for purposes of this Agreement, waived (to the extent permitted by law) any Moral Rights that such performers or writers have in such Track(s). For promotional purposes and/or for purposes of facilitating the “auditioning” of Tracks by potential licensees, Musync will have a license to represent the Tracks, including a license to publicly perform, communicate to the public, and provide third parties with gratis copies or transmissions (including full-length streaming transmissions) of, the Tracks, in any manner and media now known or hereafter devised.
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In addition, the licenses Musync is authorized to issue for Tracks may, for promotional purposes, be issued on a gratis basis. Without limitation, neither Musync nor its sub licensees shall be required to make any payments in respect of the activities described in this Section. This Agreement shall be governed by and interpreted in accordance with California law. Any litigation will take place in San Francisco, California and you agree to service of process by commercial courier with tracking ability (e.g., UPS). In the event of a breach of this Agreement, your remedies shall be limited to the right, if any, to recover damages in an action at law, and you hereby waive any right to injunctive or equitable relief. The loser of any lawsuit will pay the winner’s attorney fees and court costs. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof; it may be modified by a later-dated writing between the parties, so long as Musync specifically states in said document or email that it shall amend the Agreement (and, in the case of an email, the Subject line must also specifically state “Amendment To Agreement Between <You> and Musync dated <date of Agreement>”), and the other side agrees by return email. This Agreement supersedes and replaces any previous document, email, correspondence, conversation or other written or oral understanding relating to the subject matter hereof, and except as indicated by the specifics in the previous sentence, no such document or conversation shall amend this Agreement at a laterdate. You acknowledge that you have read and understand this Agreement and the contents and legal consequences hereof. If required, you agree to promptly execute additional documents to effectuate the purposes and the provisions of this Agreement. This Agreement may be executed in counterparts or via facsimile, each of which, when taken together, shall constitute a single agreement.

on March 26 • by

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