This Non-Exclusive Standard License License Agreement (the “Agreement”), having been
made on and effective as of __________________ (the “Effective Date”) by and
between Jurriaan van (Jurrivh) p/k/a Jurrivh (the “Producer” or “Licensor”);
and Licensee residing at ___________________________ (“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 The First Day (the “Beat”) in consideration for Licensee’s
payment of $50 (the “License Fee”), on a so-called “Standard License” basis.
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.
1. License Fee: 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.
1. Delivery of the Beat:
1. Licensor agrees to deliver the Beat as a high-quality MP3 & WAV, as such
terms are understood in the music industry.
2. Licensor shall use commercially reasonable efforts to deliver the Beat to
Licensee immediately after payment of the License Fee is made. Licensee will
receive the Beat via email, to the email address Licensee provided to Licensor.
1. Term: The Term of this Agreement shall be ten (10) years and this license shall expire
on the ten (10) year anniversary of the Effective Date.
1. Use of the Beat:
1. 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 or to incorporate the Beat into a new piece of instrumental music
created by the Licensee. Licensee may create the new song or new
instrumental music by recording his/her written lyrics over the Beat and/or by
incorporating portions/samples of the Beat into pre-existing instrumental music
written, produced and/or owned by Licensee. The new song or piece of
instrumental music created by the Licensee which incorporates some or all of
the Beat shall be referred to as the “New Song”. Permission is granted to
Licensee to modify the arrangement, length, tempo, or pitch of the Beat in
preparation of the New Song for public release.
2. This License grants Licensee a worldwide, non-exclusive license to use the
Beat as incorporated in the New Song 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 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.
The New Song 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 may perform the song publicly for-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 Song may be played on 2 terrestrial or satellite radio stations;
The Licensee may use the New Song in synchronization
with One (1) audiovisual work no longer than five (5) minutes in
length (a “Video”). In the event that the New Song itself is longer than
five (5) minutes in length, the Video may not play for longer than the
length of the New Song. 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 Song available for sale in physical
and/or digital form and sell 5000 downloads/physical music products
and are allowed 500000 streams. 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 Album. The New Song
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 Beat in the form that it was delivered to
Licensee. The Licensee must create a New Song (or instrumental as
detailed above) 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.
1. 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 Song as set forth
in this Agreement.
1. Restrictions on the Use of the Beat: Licensee hereby agrees and acknowledges that it
is expressly prohibited from taking any action(s) and from engaging in any use of the
Beat or New Song in the manners, or for the purposes, set forth below:
1. The rights granted to Licensee are NON-TRANSFERABLE and that Licensee
may not transfer or assign any of its rights hereunder to any third-party;
2. The Licensee shall not synchronize, or permit third parties to synchronize, the
Beat or New Song with any audiovisual works EXCEPT as expressly provided
for and pursuant to Paragraph 4(b)(iii) of this Agreement for use in one (1)
Video. This restriction includes, but is not limited to, use of the Beat and/or
New Song in television, commercials, film/movies, theatrical works, video
games, and in any other form on the Internet which is not expressly permitted
herein.
3. The Licensee shall not have the right to license or sublicense any use of the
Beat or of the New Song, in whole or in part, for any so-called “samples”.
4. 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 Beat in the form, or a
substantially similar form, as delivered to Licensee. Licensee may send the
Beat file to any individual musician, engineer, studio manager or other people
who are working on the New Song.
5. 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.
6. 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.
1. Ownership:
1. 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.
2. 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.
1. With respect to the publishing rights and ownership of the underlying
composition embodied in the New Song, the Licensee, and the Producer
hereby acknowledge and agree that the underlying composition shall be
owned/split between them as follows:
- Licensee, owns 50% of the writers share.
- Jurriaan van (Jurrivh), owns 50% of the writers share.
Producer shall own, control, and administer One Hundred Percent
(100%) 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 100% of the Publisher’s share of the New Song.
1. 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.
1. Mechanical License: If any selection or musical composition, or any portion thereof,
recorded in the New Song 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
Song. 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 license 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.
1. 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 Song recorded
hereunder. 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. 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 Jurrivh”.
1. Licensor’s Option: Licensor shall have the option, at Licensor’s sole discretion, to
terminate this License at any time within three (3) years of the date of this Agreement
upon written notice to Licensee. In the event that Licensor exercises this option,
Licensor shall pay to Licensee a sum equal to Two Hundred Percent (200%) of the
License Fee paid by Licensee. Upon Licensor’s exercise of the option, Licensee must
immediately remove the New Song from any and all digital and physical distribution
channels and must immediately cease access to any streams and/or downloads of the
New Song by the general public.
1. Breach by Licensee:
1. 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.
2. 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.
3. 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.
1. Warranties, Representations, and Indemnification:
1. 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.
2. Producer warrants and represents that he has the full right and ability to enter
into this agreement, and is not under any disability, restriction, or prohibition
with respect to the grant of rights hereunder. Producer warrants that the
manufacture, sale, distribution, or other exploitation of the New Song
hereunder will not infringe upon or violate any common law or statutory right
of any person, firm, or corporation; including, without limitation, contractual
rights, copyrights, and right(s) of privacy and publicity and will not constitute
libel and/or slander. Licensee warrants that the manufacture, sale, distribution,
or other exploitation of the New Song hereunder will not infringe upon or
violate any common law or statutory right of any person, firm, or corporation;
including, without limitation, contractual rights, copyrights, and right(s) of
privacy and publicity and will not constitute libel and/or slander. The
foregoing notwithstanding, Producer undertakes no responsibility whatsoever
as to any elements added to the New Song by Licensee, and Licensee
indemnifies and holds Producer harmless for any such elements. Producer
warrants that he did not “sample” (as that term is commonly understood in the
recording industry) any copyrighted material or sound recordings belonging to
any other person, firm, or corporation (hereinafter referred to as “Owner”)
without first having notified Licensee. The licensee shall have no obligation to
approve the use of any sample thereof; however, if approved, any payment in
connection therewith, including any associated legal clearance costs, shall be
borne by Licensee. Knowledge by Licensee that “samples” were used by
Producer which was not affirmatively disclosed by Producer to Licensee shall
shift, in whole or in part, the liability for infringement or violation of the rights
of any third party arising from the use of any such “sample” from Producer to
Licensee.
3. Parties hereto shall indemnify and hold each other harmless from any and all
third party claims, liabilities, costs, losses, damages or expenses as are actually
incurred by the non-defaulting party and shall hold the non-defaulting party,
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 any breach or claim of breach of the
warranties and representations hereunder by the defaulting party, their agents,
heirs, successors, assigns and employees, which have been reduced to final
judgment; provided that prior to final judgment, arising out of any breach of
any representations or warranties of the defaulting party contained in this
agreement or any failure by defaulting party to perform any obligations on its
part to be performed hereunder the non-defaulting party has given the
defaulting party prompt written notice of all claims and the right to participate
in the defense with counsel of its choice at its sole expense. In no event shall
Artist be entitled to seek injunctive or any other equitable relief for any breach
or non-compliance with any provision of this agreement.
1. 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 Utrecht NL 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 Utrecht NL. 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. A copy of all such notices sent to Producer shall be
concurrently sent to [[lawfirm_name_address]]. 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. 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.