The Licensee and Licensor have agreed to the following terms:

Master Use

The Licensor hereby grants to Licensee a non-exclusive License delivered as a high quality Mp3, Wav and Track Stems, as such terms are understood in the music industry;  To record vocal synchronization to the Composition partly or in its entirety and substantially in its original form (“Master Recording”).

Ownership

The Licensor maintains 100% full rights (copyright, publishing and ownership) of the Composition, and can continue to sell it non-exclusively and/or exclusively. The Licensee has neither the right nor authority to sell or license the rights to the Composition whether in whole or part to any other party. In the event another party purchases exclusive rights to the Composition from the Licensor, the Licensee will retain non-exclusive rights under the limitations listed in this agreement and until these terms have been fulfilled.

Mechanical Rights

The Licensor hereby grants to Licensee a non-exclusive License to use Master Recording in the reproduction, duplication, manufacture, and distribution of phonograph records, cassette tapes, compact disks, internet downloads, other and miscellaneous audio and digital recordings, and any lifts and versions thereof (collectively ,”Recordings”) worldwide for up to the pressing or selling a total of Unlimited copies of such Recordings or any combination of such Recordings. Additionally, Licensor shall be permitted to distribute unlimited internet downloads for non-profit and non-commercial use.

Performance Rights

The Licensor hereby grants to Licensee a non-exclusive License to use the Master Recording in unlimited non-profit performances, shows, or concerts.

The Licensee is also permitted to use the Master Recording in unlimited for-profit performances. The Licensee can earn unlimited earnings in compensation or ticket sales using the Master Recording in said performances.

Music Videos

The Licensor hereby grants to Licensee a non-exclusive License to use the Master Recording in unlimited music videos.

Synchronization Rights

The Licensor hereby grants to Licensee a non-exclusive License to copy, perform, edit and/or loop portions of, record on film, video, digital animations, and video games (collectively, “Projects”) and use the Master Recording in synchronization or timed relation with the productions in unlimited Projects.

Credit

Licensee shall acknowledge the original authorship of the Composition appropriately and reasonably in all media and performance formats by acknowledging the relevant author in writing where possible and vocally otherwise (ie. Gambit Entertainment Group). Where a project is commercially released and registered with a performance rights organisation, Licensor shall be acknowledged as a Writer.

Sampling

The Licensee agrees that the Composition is purchased as a “Work Made for Hire” whereby the clearing of any sampled materials is the responsibility of Licensee.

Compensation

Payment for this License is non-refundable. If the Licensee fails to account to the Licensor, timely and complete the payments provided for hereunder, the Licensor shall have the right to terminate this 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 as infringements under applicable law.

Term

Executed by the Licensor and the Licensee, this License agreement is to be effective as for all purposes as of the Effective Date for a period of one (5) year or until distribution limits have been met. In the event that an exclusive license is sold by Licensor to the Composition, the terms of this agreement shall be upheld.

Indemnification

Licensee agrees to indentify and hold Licensor harmless from and against any and all claims, losses, damages, costs, and expenses, including, without limitation, reasonable attorneys’ fees, arising out of or resulting from a claimed breach of any of Licensee’s representations, warranties or agreements hereunder.

Miscellaneous

This License is non-transferable and is limited to the Composition 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.

Governing Law

This License is governed by and shall be construed under the Federal laws of Canada, without regard to the conflicts of laws and principles thereof. 

Publishing

Licensor maintains all publishing rights.