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Jeremy Avila

justjbeats.com
EXCLUSIVE LICENSE AGREEMENT


PLEASE REMEMBER:
LICENSE AGREEMENT IS VALID UPON PAYMENT
You will receive an invoice after payment.


Just J Beats (hereinafter referred to as "Licensor" a.k.a. "justjbeats.com") in accordance with the terms set forth in this License Agreement (hereinafter referred to as "Agreement") gives the purchaser (hereinafter referred to as "Licensee") an exclusive license to synchronize a single, original beat (hereinafter referred to as "Instrumental") created by Licensor.


1. EXCLUSIVE RIGHTS GRANTED: Pursuant to this License Agreement, Licensee is hereby granted the exclusive, worldwide, transferable, revocable right to synchronize the Instrumental with Licensee's recorded vocals in connection with Licensee's musical compositions. Licensee is granted the right to synchronize the musical compositions containing the Instrumental (hereinafter referred to as the "Master" ) with other live, visual, or audio performances of Licensee. Licensee is furthermore granted the right to use the Master in the duplication, manufacture, and distribution of any and all audio and/or visual formats worldwide for unlimited copies and unlimited profit. Additionally, Licensee is granted the right to broadcast or air the Master on an unlimited amount of radio stations. Licensee hereby acknowledges that the rights that are being granted by this Agreement are exclusive and therefore Licensor will have no authority and no right to grant other parties the right to use the Instrumental that is being licensed in this Agreement. However, in the event that the non-exclusive rights were purchased by another party prior to this Agreement, the non-exclusive rights purchaser will retain all rights granted by their License Agreement.


2. LICENSE FEE: As a condition precedent to this License Agreement, Licensee agrees to pay Licensor a non-refundable license fee in consideration for the right to synchronize the Instrumental referred to in this Agreement and in its schedules. This Agreement shall remain inactive until license fee is paid in full.


3. LICENSE RESTRICTIONS: In addition to the separately delineated restrictions referenced herein, the rights granted are further restricted in accordance with this paragraph. Licensee understands and agrees that this Agreement does not permit Licensee or anyone else to modify, alter, amend, append or otherwise edit the Instrumental in any way, including without limitation, by changing the arrangement of the Instrumental or by removing any melodies, instruments, drum programming, or sounds that are contained within the Instrumental except for mixing and mastering purposes. Licensee hereby acknowledges that this license allows Licensor to still use Instrumental but only when coupled with Licensee's musical composition and not as a stand alone Instrumental. Licensee also understands and agrees that In the event Licensee attempts to resell the Instrumental, as it exists without additional creative or material additions, Licensee shall disgorge all profits associated with such sub-license to be turned over to Licensor upon demand and without further action.




4. CLEARANCE: Licensor is not responsible for the clearing of samples. Licensee accepts full responsibility for clearing any and all samples used in the track (if any). Just J Beats cannot and will not be held liable for the misuse of any sampled material that Licensee uses in conjunction with the Instrumental. Licensee hereby indemnifies and agrees to hold Licensor harmless for any damages incurred in connection with Licensee's use of the Instrumental without appropriate clearances.


5. OWNERSHIP OF THE UNDERLYING INTELLECTUAL PROPERTY: The Licensee understands that, subject to this license, Licensor retains all ownership rights and the underlying intellectual property rights (and moral rights, if any) associated with the Instrumental created by Licensor and licensed to Licensee under this Agreement. Licensee acknowledges that it has no ownership interest in the Instrumental or the underlying copyright. Licensor may file for US copyright protection over the Instrumental, if it deems advisable.


6. Licensee must supply Just J Beats with at least one (1) copy of each final master recording created using the Instrumental.


7. CREDIT: As an additional condition precedent to the license, Licensee shall provide production credit for the Instrumental in substantially the form referred to herein.


EXAMPLE CREDITS
Music produced by Just J for Just J Beats
Music © 20__ All rights reserved. Used under license.
MP3 file names and/or descriptor must include "Produced by Just J" or " Produced by Just J Beats"


8. CONDITIONAL ROYALTY: In the event a master recording containing the licensed Instrumental is contained on an album where the gross receipts received by the label by virtue of the albums distribute exceeds one hundred thousand dollars ($100,000), Just J Beats shall be entitled to a producer royalty of five percent (5%) of net profits, retroactive to album one.


9. MISCELLANEOUS AND/OR EXPANDED LICENSE: If Licensee is interested in using the Instrumental for Commercial Advertisement, Television Broadcast, Video Games, On-hold and In House Background Music, or film Soundtracks Licensee must first contact Just J Beats directly in order to be granted such a license. Any unlicensed use in direct contravention with this paragraph shall be deemed willful infringement on Licensee's part as defined by 17 U.S.C. sec. 101, et seq.


10. In the event there is a dispute related to this license or any of the representations and/or warranties contained therein, Licensee acknowledges and agrees that it has purposefully availed itself of the jurisdiction of the California courts and that any dispute shall be determined and decided by applying California choice of law without any additional inquiry concerning choice of law. Additionally Licensee consents to the exclusive venue of the California state and federal courts in connection with any dispute arising from or related to this Agreement.


11. In the event a dispute arises concerning or related to this Agreement, the prevailing party shall be entitled to reimbursement of all reasonable attorneys' fees and costs associated with this legal action.
 
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