Premium License Agreement
This Non-Exclusive {LICENSE_NAME} License Agreement (the
“Agreement”), having been made on and effective as
of {CONTRACT_DATE}(the “Effective Date”) by and
between {PRODUCT_OWNER_FULLNAME} p/k/a {PRODUCER_ALIAS} (the
“Producer” or “Licensor”); and {CUSTOMER_FULLNAME} residing
at {CUSTOMER_ADDRESS} (“You” or “Licensee”), sets forth the terms
and conditions of the Licensee’s use, and the rights granted in, the
instrumental music file(s) entitled {PRODUCT_TITLE} (the “Track”) in
consideration for Licensee’s payment of {PRODUCT_PRICE} (the “License
Fee”). For convenience, the so-called “Track” shall also mean all
files comprising such Track, individually and collectively.
This Agreement is issued solely in connection with and for Licensee’s
use of the Track pursuant and subject to all terms and conditions set
forth herein.
Compensation:
License Fee: The Licensee shall make payment of the License Fee to
Licensor on the date of this Agreement. All rights granted to Licensee
by Producer in the Track 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. Licensee’s failure to pay the License
Fee prior to delivery of the Track by Producer and in the manner above
shall result in the automatic and immediate termination of this
Agreement. Upon termination Licensee shall be legally prohibited from
using the Track in any manner unless and until a new Track License is
entered into by the Parties.
Delivery of the Track:
Licensor agrees to deliver the Track as a
high-quality {FILE_TYPE}, as such terms are understood in
the music industry.Licensor shall use commercially reasonable efforts to deliver
the Track to Licensee immediately after payment of the License
Fee is made. Licensee will receive the Track via email, to the
email address Licensee provided to Licensor.
Term:
The Term of this Agreement shall be {TERM_YEARS} years and this
license shall expire on the {TERM_YEARS} year anniversary of the
{CONTRACT_DATE}.
Use of the Track:
The license for this product is granted only to a single user.
If you need more, special arrangements may be made on a
case-by-case basis. All sounds and samples in compositional
format in our products are licensed, but not sold, to you by
{PRODUCER_ALIAS} for commercial and non-commercial use in
music, sound-effect, audio/video post-production, performance,
broadcast or similar finished content-creation and production
use with proper clearance for any commercial usage.In consideration for Licensee’s payment of the License Fee, the
Producer hereby grants Licensee a limited **non-exclusive,
non-transferable **license and the right to incorporate,
include and/or use the Track in connection with the Licensee’s
production of music. Specifically, any or all of the sound
files within the Track may be used ONLY in compositions
(music) that are written or produced by the Licensee,
individually or as a collaborator. The Licensee, so long as
its use of the Track does not violate the terms of this
Agreement.Any composition (music) created by Licensee which contains one
or more of the sound files from the Track may be used for any
promotional or commercial purposes, including but not limited
to demo tracks, free mix-tapes, singles, EPs or albums sold at
digital retailers, records, remixes, commercials, jingles,
post productions, music commissioned by third party,
soundtracks for film, theatre, musicals, production music
libraries, television and/or live performances. Licensee
agrees to only use the Track solely in the manners and for the
purposes expressly provided for herein, subject to the sale
restrictions, limitations and prohibited uses stated in this
Agreement. acknowledges and agrees that any and all rights
granted to Licensee in the Track pursuant to this Agreement
are on a non-exclusive basis and Producer shall continue to
license the Track upon the same or similar terms and
conditions as this Agreement to other potential third-party
licensees.This License grants Licensee a worldwide, non-exclusive
license to use the Track as incorporated in the New Master(s)
and New Composition(s) solely in the manners and for the
purposes expressly provided for herein, subject to the sale
restrictions, limitations and prohibited uses stated in this
Agreement. Licensee acknowledges and agrees that any and all
rights granted to Licensee in the Track pursuant to this
Agreement are on a **non-**exclusive basis and Producer shall
continue to license the Track upon the same or similar terms
and conditions as this Agreement to other potential
third-party licensees.The New Master(s) and New Composition(s) may be used for any
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
promotional, non-monetized digital streaming;Licensee {PERFORMANCES_FOR_PROFIT} perform the song
publicly for-profit performances and for an {PERFORMANCES_NOT_FOR_PROFIT}
non-profit performances, including but not limited to, at a live
performance (i.e. concert, festival, nightclub etc.), on
terrestrial or satellite radio, and/or on the internet via third-party streaming
services (Spotify, YouTube, iTunes Radio etc.).The New Master(s) may be played on {NUMBER_OF_RADIO_STATIONS}
terrestrial or satellite radio stations;The Licensee may use the New Master(s) and Licensor’s share
of the New Composition(s) in synchronization
with {MONETIZED_MUSIC_VIDEOS_WORD} ({NON_MONETIZED_MUSIC_VIDEOS})
non-commercial promotional audiovisual work, each of which
shall be no longer than five (5) minutes in length (a
“Video”). In the event that the applicable New Master(s)
and corresponding New Composition(s) itself is longer than
five (5) minutes in length, the Video may not play for
longer than the length of the applicable New
Composition(s) as recorded and embodied on the applicable
New Master(s). The Video may be broadcast on any
television network and/or uploaded to the internet for
digital streaming and/or free download by the public
including but not limited to on YouTube and/or Vevo.
Producer grants no other synchronization rights to
Licensee;The Licensee may make the New Master(s) and Licensor’s share
of the New Composition(s) as embodied therein available
for sale in physical and/or digital form and
sell {DISTRIBUTE_COPIES} downloads/physical music
products and are allowed {AUDIO_STREAMS} monetized
audio streams, {MONETIZED_VIDEO_STREAMS_ALLOWED} monetized
video streams, {NON_MONETIZED_VIDEO_STREAMS_ALLOWED} non-monetized
video streams and are allowed {FREE_DOWNLOADS} free
downloads. The New Master(s) and New Composition(s) 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 Album. The New Master(s) and New
Composition(s) may be sold via digital retailers for
permanent digital download in mp3 format and/or physical
format, including compact disc and vinyl records. For
clarity and avoidance of doubt, the Licensee does NOT have
the right to sell the Track in the form that it was
delivered to Licensee. The Licensee must create a New
Master and New Composition (or instrumental as detailed
above) for its rights under this provision to a vest. Any
sale of the Track 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.
Subject to the Licensee’s compliance with the terms and
conditions of this Agreement, Licensee shall not be required
to account or pay to Producer any royalties, fees, or monies
paid to or collected by the Licensee (expressly excluding
mechanical royalties), or which would otherwise be payable to
Producer in connection with the use/exploitation of the New
Composition(s) and/or New Master(s) as set forth in this
Agreement.In consideration for Licensee’s payment of the License Fee, the
Producer hereby grants Licensee a limited non-exclusive,
non-transferable license and the right to incorporate, include
and/or use the Track in the creation of new musical
compositions (each, a “New Composition” (and collectively, the
“New Compositions”) and new master recordings (each, a “New
Master” (and collectively, the “New Masters”) embodying the
New Composition(s). Licensee may create the New Master(s) and
New Composition(s) by recording his/her written lyrics over
the Track and/or by incorporating portions/samples of the
Track into pre-existing instrumental music written, produced
and/or owned by Licensee. Permission is granted to Licensee to
modify the arrangement, length, tempo, or pitch of the Track
in preparation of the New Composition(s) for public release.
Restrictions on the Use of the Track:
Licensee hereby agrees and acknowledges that it is expressly
prohibited from taking any action(s) and from engaging in any use of
the Track, other than as expressly set forth hereinabove without first
entering into a Collaboration Agreement with Licensor. For the
avoidance of doubt, Licensee shall not use or exploit the Track in the
manners, or for the purposes, set forth below without first obtaining
Licensor’s prior written consent,:The rights granted to Licensee are NON-TRANSFERABLE. Licensee may
not transfer or assign any of its rights hereunder to any third-party
without first obtaining Licensor’s prior written consent, which may be
withheld within Licensor’s sole discretion, and any purported
assignment in violation of the foregoing will be deemed void ab
initio;The Licensee shall not synchronize, or permit third parties to
synchronize, the Track with any audiovisual works EXCEPT as expressly
provided for and pursuant to this Agreement in connection with any
Video(s). This restriction includes, but is not limited to, use of the
Track in television, commercials, film/movies, theatrical works, video
games, and in any other form on the Internet which is not expressly
permitted herein.The Licensee shall not have the right to license or sublicense any use
of the Track in whole or in part, for any so-called “samples”.Licensee shall not engage in any unlawful copying, streaming,
duplicating, selling, lending, renting, hiring, broadcasting,
uploading, or downloading to any database, servers, computers, peer to
peer sharing, or other file-sharing services, posting on websites, or
distribution of the Track or the Track in the form, or a substantially
similar form, as delivered to Licensee. Licensee may send the Track
file(s) to any individual musician, engineer, studio manager or other
people who are working on the New Recording(s).THE LICENSEE IS EXPRESSLY PROHIBITED FROM REGISTERING THE TRACK, OR,
ANY FILES CONTAINED THEREIN, WITH ANY CONTENT IDENTIFICATION SYSTEM,
SERVICE PROVIDER, PERFORMING RIGHTS ORGANIZATION (E.G.,
ASCAP/BMI/SESAC), 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 Track in a New Master and/or New
Composition. The Track 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 Master(s) and/or New Composition(s). Your failure to comply
with the foregoing shall be deemed a material breach of the terms of
this License by you, and your license to use the Track, may be revoked
without notice or compensation to you.
Ownership of the Track:
The Producer is and shall remain the sole owner and holder of all
rights, title, and interest in the Track, including all copyrights
to and in the sound recording(s) 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 Track with the
U.S. Copyright Office. The aforementioned right to register the
Track is reserved by and for 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.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 receipt of the Track by
Licensee.You have been licensed the right to use the Track in the New
Master(s) solely in accordance with the terms and conditions of
this Agreement. Notwithstanding the foregoing, you do own the
lyrics or other original musical components of the New
Composition(s) that were written or composed solely by you.You hereby acknowledge and agree that you and Licensor shall
jointly own and control all rights title and interest in and
to the New Composition(s), including, without limitation, all
copyrights, and where the Track is incorporated into the New
Composition(s) by You. With respect to the publishing rights
and ownership of the underlying composition embodied in the
New Composition(s), the Licensee and the Producer hereby
acknowledge and agree that the underlying compositions shall
be jointly owned and controlled and all rights title and
interest in and to the New Composition(s), including, without
limitation, all copyrights, and Producer shall own the
following percentage share:{PUBLISHING_SHARES}
Subject to all of the terms and restrictions set forth in this
Agreement, each party shall be entitled to solely administer their
respective share of the New Composition(s).
Mechanical License:
If any selection or musical
composition, or any portion thereof, recorded in any New
Composition(s) hereunder is written or composed by Producer, in
whole or in part, alone or in collaboration with others, or is
owned or controlled, in whole or in part, directly or indirectly,
by Producer or any person, firm, or corporation in which Producer
has a direct or indirect interest, then such selection and/or
musical composition shall be hereinafter referred to as a
“Controlled Composition”. Producer hereby agrees to issue or cause
to be issued, as applicable, to Licensee, mechanical licenses in
respect of each Controlled Composition, which are embodied on the
New Composition(s) solely as necessary to allow Licensee to use
the New Composition(s) solely as expressly permitted under this
Agreement. For that license, on the United States and Canada
sales, Licensee will pay mechanical royalties at one hundred
percent (100%) of the minimum statutory rate, subject to no cap of
that rate for albums and/or EPs. For licenses outside the United
States and Canada, the mechanical royalty rate will be the rate
prevailing on an industry-wide basis in the country concerned on
the date that this agreement has been entered into.
Credit:
Licensee shall have the right to use and permit
others to use Producer’s approved name, approved likeness, and
other approved identification and approved biographical material
concerning the Producer solely for purposes of trade and otherwise
without restriction solely in connection with the New Master(s)
and New Composition(s) recorded hereunder. Licensee shall use best
efforts to have Producer credited as a “producer” and “writer”, as
applicable, 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
Master(s) and New Composition(s) created hereunder and on all
cover liner notes, any records containing the New Master(s) and/or
New Composition(s) and on the front and/or back cover of any album
listing the New Composition(s) and other musician credits. 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. Such credit shall be in the substantial form:
“Produced by {PRODUCER_ALIAS}“.Licensor shall have the right to use and permit others to use
Licensee’s approved name, approved likeness, and other approved
identification and approved biographical material concerning the
Producer solely for purposes of trade and otherwise without
restriction solely in connection with the New Master(s) and New
Composition(s) recorded hereunder.
Accounting:
Licensee shall and Licensee shall cause any
and all of their respective PROs (Performing Rights
Organizations), CMOs (Collective Management Organization),
publishing administrators, Distributors, agents, Entities, their
parent company and subsidiaries, or their respective employees,
officers, directors, members, managers, shareholders, agents,
vendors, licensors, licensees, contractors, customers, successors,
and assigns, as applicable, to account directly to, and pay
Producer, at the same time and subject to the same conditions
pursuant to which they account to Licensee. Producer shall have
the right to sue or otherwise commence any action against
Licensee, in connection with any particular statement rendered or
required to be rendered hereunder, so long as such suit or other
action is filed within twenty-four (24) months after such
statement is required to be rendered. If Licensee conducts an
audit of any third party that results in a net recovery, then
Producer shall be entitled to a pro-rata share thereof. Any monies
found to be owed to the Producer shall be paid within 7 business
days of the audit. Notwithstanding the foregoing, if the Licensee
fails to provide the producer the right to an accounting, this is
considered a material breach of contract.
Auditing:
In consideration of the rights granted to
Licensee by Producer, Producer reserves the right to audit
Licensee’s books and records as it pertains to the royalties that
have accrued and will accrue in the future from the use of the
above Composition. Such an audit can be conducted by a Certified
Public Accountant or Attorney. Licensee will account to Producer
directly and Licensee shall cause any and all of their respective
PROs (Performing Rights Organizations), CMOs (Collective
Management Organization), publishing administrators, Distributors,
agents, Entities, their parent company and subsidiaries, or their
respective employees, officers, directors, members, managers,
shareholders, agents, vendors, licensors, licensees, contractors,
customers, successors, and assigns, as applicable, to do the same.
Such direct accounting will occur within thirty (30) days after
Licensee’s receipt of any corresponding accounting statement
related to the above Composition, but in no event less frequently
than semi-annually. Producer may, at Producer’s own expense, audit
Licensee’s books and records directly relating to this agreement
that report the sales and other exploitations of records for which
royalties are payable hereunder. Any such audit shall be noticed
to Licensee at least thirty (30) days prior to the date thereof.
Producer may make such an examination for a particular statement
only once and only within twenty-four (24) months after the date
any such statement is rendered. This audit shall be conducted
where the Licensee keeps the books and records on reasonable
notice by Producer. Any monies found to be owed to the Producer
shall be paid within 7 business days of the audit. Notwithstanding
the foregoing, if the Licensee fails to provide the producer the
right to audit the books or records, this is considered a material
breach of contract.
Force Majeure:
In consideration of the rights granted to
Licensee by Producer and all services rendered by Producer,
Producer reserves the right by reasonable notice to Licensee, to
suspend the operation of this Agreement and its obligations
hereunder for the duration of any contingencies by reason of which
Producer is hampered in its delivery or if its performance becomes
impossible, impracticable, or there is a frustration of purpose.
For example, unforeseen circumstances, labor disagreements,
catastrophe, destruction of Producer equipment, and etc. Producer
will not be deemed in default hereunder if performance of its
obligations hereunder is delayed or becomes impossible or
commercially impractical, or if Producer is hampered. Upon the
happening of any such event, Producer, in addition to any other
rights or remedies it may have hereunder or otherwise, may elect,
by written notice to you, to terminate its obligations under this
Agreement or to suspend Producer’s obligations under this
Agreement for the period of time that the effects of any such
force majeure event continue.
Termination:
In consideration of the rights granted to
Licensee by Producer and all services rendered by Producer,
Producer shall have the option, exercisable at any time by notice
to you, (i) to suspend Producers obligations to you hereunder
during the period of default and/or (ii) to terminate this
Agreement without any further obligation to you hereunder.
Producer reserves the right by reasonable notice to Licensee, to
suspend the operation of this Agreement and its obligations
hereunder for the duration of any contingencies by reason of which
the Licensee fails to fulfill any of their obligations herein,
without limiting Producer’s rights.
Breach by Licensee:
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 Track, New Master(s) or New Composition(s) outside of the
manner and amount expressly provided for in this Agreement, then,
in addition to any other rights or remedies available to Producer
at law or in equity, 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 Track, New Master(s) and/or New
Composition(s).Licensee recognizes and agrees that a breach or threatened breach of
this Agreement by Licensee gives 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.
Warranties, Representations, and Indemnification:
Licensee hereby agrees that Licensor has not made any guarantees
or promises that the Track fits the particular creative use or
musical purpose intended or desired by the Licensee. The
Track, and all sound recording(s) and underlying musical
composition(s) embodied therein are licensed to the Licensee
“as is” without warranties of any kind or fitness for a
particular purpose.Licensee hereby agrees that Licensee or anyone acting on
Licensee’s behalf, will be responsible for obtaining and
paying for any and all clearances or licenses required in the
Authorized Territory (or any portion thereof) for the use of
any musical works embodied in Licensee’s Content. Without
limiting the generality of the foregoing, Licensee (either
directly or through a third party acting on your behalf) shall
be responsible for and shall pay (i) any royalties and other
sums due to Artists (featured and non-featured), authors,
co‑authors, copyright owners and co-owners, producers,
engineers, and any other record royalty participants from
sales or other uses of Licensee’s Content, (ii)all mechanical
royalties or other sums payable to music publishers and/or
authors or co-authors of musical compositions embodied
Licensee’s Content from sales or other uses of Licensee’s
Content, (iii)all payments that may be required under any
collective bargaining agreements applicable to Licensee or any
third party (e.g., to unions or guilds such as AFM or AFTRA),
and (iv)any other royalties, fees and/or sums payable with
respect to Licensee’s Content or other materials provided by
Licensor to Licensee.You shall indemnify and Producer, BeatStars (as defined below)
and each of their respective employees, licensees, designees,
parent companies, agents, affiliates, successors and assigns
(collectively, the “Indemnitees”) harmless from any and all
third party claims, liabilities, costs, losses, damages or
expenses as are actually incurred by the Indemnities and shall
hold the Indemnitees free, safe, and harmless against and from
any and all claims, suits, demands, costs, liabilities, loss,
damages, judgments, recoveries, costs, and expenses;
(including, without limitation, reasonable attorneys’ fees),
which may be made or brought, paid, or incurred by reason of
or in connection with any breach or claim of breach of the
warranties and representations hereunder by you, your agents,
heirs, successors, assigns and employees or any failure by you
to perform any of your obligations hereunder.By using the Service, both Licensor and Licensee acknowledge and
accept the BeatStars’Terms of
Serviceand
Privacy Policyand
consent to the collection and use of your data in accordance
with ourPrivacy
Policy. Licensor
and Licensee both acknowledge that while this Agreement was
facilitated by the platform located at
www.beatstars.com, operated
by BeatStars Inc. (“BeatStars”), BeatStars is not party to
this Agreement and is not responsible for any claims arising
with respect to same, including, without limitation, any
claims relating to a breach of this Agreement, and any
infringement claims by a third party relating to the Track,
New Master(s) and/or the New Composition(s). Licensor and
Licensee acknowledge and agree that BeatStars is not a law
firm or attorney, does not perform services performed by an
attorney, and that BeatStars’s forms or templates, or any
agreements created and/or entered into via or in connection
with the BeatStars website, including, without limitation,
this Agreement, are not a substitute for the advice or
services of an attorney. No attorney-client relationship or
privilege is created by using or accessing the BeatStars
website. Licensor and Licensee hereby covenant not to sue and
will indemnify BeatStars, and all of BeatStars’s affiliates,
successors, agents, heirs, employees, and assigns (the
“BeatStars Parties”) from any claims brought against the
BeatStars Parties in connection with this Agreement, or
relating to the Track, New Master(s) or New Composition(s) in
any manner. Licensor and Licensee will reimburse the BeatStars
Parties on demand for any costs incurred in connection with
the same.
Miscellaneous:
This Agreement constitutes the entire understanding of the parties and
is intended as a final expression of their agreement and cannot be
altered, modified, amended or waived, in whole or in part, except by
written instrument (email being sufficient) signed by both parties
hereto. This agreement supersedes all prior agreements between the
parties, whether oral or written. Should any provision of this
agreement be held to be void, invalid or inoperative, such decision
shall not affect any other provision hereof, and the remainder of this
agreement shall be effective as though such void, invalid or
inoperative provision had not been contained herein. No failure by
Licensor hereto to perform any of its obligations hereunder shall be
deemed a material breach of this agreement until the Licensee gives
Licensor written notice of its failure to perform, and such failure
has not been corrected within thirty (30) days from and after the
service of such notice, or, if such breach is not reasonably capable
of being cured within such thirty (30) day period, Licensor does not
commence to cure such breach within said time period, and proceed with
reasonable diligence to complete the curing of such breach thereafter.
This agreement shall be governed by and interpreted in accordance with
the laws of the {STATE_PROVINCE_COUNTRY} applicable to agreements
entered into and wholly performed in said State, without regard to any
conflict of laws principles. You hereby agree that the exclusive
jurisdiction and venue for any action, suit or proceeding based upon
any matter, claim or controversy arising hereunder or relating hereto
shall be in the state or federal courts located in
the {STATE_PROVINCE_COUNTRY}. You shall not be entitled to any
monies in connection with the Master(s) other than as specifically set
forth herein. All notices pursuant to this agreement shall be in
writing and shall be given by registered or certified mail, return
receipt requested (prepaid) at the respective addresses hereinabove
set forth or such other address or addresses as may be designated by
either party. Such notices shall be deemed given when received. Any
notice mailed will be deemed to have been received five (5) business
days after it is mailed; any notice dispatched by expedited delivery
service will be deemed to be received two (2) business days after it
is dispatched.LICENSOR AND LICENSEE EACH ACKNOWLEDGES AND AGREES THAT IT HAS READ
THIS AGREEMENT AND HAS BEEN ADVISED OF THE SIGNIFICANT IMPORTANCE OF
RETAINING AN INDEPENDENT ATTORNEY OF THEIR OWN CHOICE TO REVIEW THIS
AGREEMENT ON YOUR BEHALF. LICENSOR AND LICENSEE EACH ACKNOWLEDGES AND
AGREES THAT IT HAS HAD THE UNRESTRICTED OPPORTUNITY TO BE REPRESENTED
BY AN INDEPENDENT ATTORNEY. IN THE EVENT OF LICENSOR’S AND/OR
LICENSEE’S FAILURE TO OBTAIN AN INDEPENDENT ATTORNEY OR WAIVER
THEREOF, LICENSOR AND LICENSEE EACH HEREBY WARRANTS AND REPRESENTS
THAT YOU WILL NOT ATTEMPT TO USE SUCH FAILURE AND/OR WAIVER as a
basis to avoid any obligations under this agreement, to invalidate
this agreement, to render this agreement or any part thereof
unenforceable, or to otherwise bring any action against BeatStars or
any of its parents, affiliates, designees, successors, licensees
and/or assigns. 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.