THIS NON-EXCLUSIVE LICENSE AGREEMENT (this “Agreement”) for the licensing of the track(s) identified on Schedule A attached hereto (the “Track(s)”) is a legal agreement between Isaiah Campbell p/k/a Pyro., the party granting the license of the sample pack containing the Track(s) (“Licensor”) and you the undersigned, the party receiving the license of the Track(s) (“Recipient”). Licensor and Recipient are each a “Party” and may be referred to herein collectively as the “Parties.” This Agreement is solely for the licensing of the Track(s), which was discovered using the platform made available by Beatclub, Inc. (“Beatclub”).
Subject to the restrictions in Section 2 hereof, Licensor hereby grants to Recipient a non-exclusive, non-transferable, non-sublicensable, perpetual license, to create an unlimited amount of derivative works from the Track(s) by incorporating a vocal melody and lyrics and other production and musical elements (e.g., drums, guitars, etc.)(“Meaningful Additions”) to the Track(s) (the Track(s) once combined with such Meaningful Additions, the “Derivative Work(s)”) for public dissemination and commercial purposes (the “License”). Such public dissemination may include, but is not limited to, the reproduction, public performance, distribution, transmission, incorporation, and/or other use of the Derivative Work(s) by Recipient in connection with Recipient’s: (i) personal projects, (ii) major label releases, (iii) independent releases, (iv) beat tapes and/or (v) mix tapes. Notwithstanding the foregoing, Recipient shall have no rights to exploit the Track(s) separate and apart from its inclusion in a Derivative Work(s) as authorized hereunder. Recipient is not permitted to distribute the Track(s), other than to the extent the Track(s) is incorporated into a Derivative Work(s) (and then subject to the terms of this Agreement). For avoidance of doubt, this license is non-exclusive and Licensor may continue to license the Track(s) to other third parties.
Licensor Likeness Rights. Unless otherwise indicated in this Agreement, Recipient shall have no right to use the Licensor’s name(s), stage-name(s), image, likeness or other indicia of Licensor’s identity and persona to market and promote the Derivative Work(s) or for any other purpose. Violation of this subparagraph 1 (b) shall be deemed a material breach hereunder and shall activate all of Licensor’s termination rights pursuant to paragraph 8 hereunder.
Recipient shall not register the Track(s) with any performance rights organization.
Recipient shall not produce, or authorize the production of, any audio-visual works incorporating the Derivative Work(s).
Recipient is not permitted to register the Track(s) with the U.S. Copyright Office and shall not register the Derivate Work(s) with the U.S. Copyright Office without Licensor’s prior written consent.
Recipient shall only distribute the Derivative Work(s) through the following channels: (i) physical sales; (ii) through internet streaming services (whether streamed or downloaded, but only through DSPs) (collectively, the “Streaming Services”) (but solely in a manner which is monetized); and (iii) via monetized YouTube video(s) or channel(s) provided that such videos are directly related to the song and artist, i.e., MTV style/artist-centric videos.
Recipient may engage in any live public performances by the Recipient of the Derivative Work(s), including terrestrial radio, and including any television broadcast provided Recipient is the party that performs the Derivative Work.
Recipient is not permitted to grant any synchronization licenses or other third party licenses to the Track(s) or of the Derivative Work(s) without Licensor’s prior written consent.
Recipient is not permitted to license or sublicense any use of the Track(s) or of the Derivative Work(s), in whole or in part, for any so-called “samples”.
Recipient is not permitted to sublicense, sell, lend, rent, lease or otherwise distribute the Track(s) as is (i.e., without Meaningful Additions) whether or not such Track(s) are modified under any circumstance, including, without limitation, as sound effects, loops or source material.
Recipient is not permitted to materially alter or otherwise modify the Track(s). It is expressly acknowledged that changes to the key, timing and/or formatting (i.e., adjusting file size) shall not be considered material alterations or modifications.
On sales and other exploitations of records embodying master recordings of the Derivative Work(s) as permitted hereunder, Licensor shall be entitled to receive a royalty in the amount of _twenty percent ( 20 %) of all income received by Recipient (i.e., all monies received by or credited to Recipient, less only applicable taxes) generated by the Derivative Work(s). In the event the Derivative Work(s) are produced by another individual and/or mixed by a third party to whom Recipient is obligated to pay a royalty, the royalty payable to Licensor hereunder with respect to the Derivative Work(s) concerned shall not be reduced by the royalty payable to such other individual(s).
For the avoidance of doubt, if Recipient receives or is credited with monies from third parties other than publishing monies, e.g., without limitation, digital performance income from Sound Exchange attributable to the exploitation of any Derivative Work(s), Recipient shall instruct such third party to pay Licensor a pro-rata share of such monies via an irrevocable letter of direction in the form attached hereto as Schedule A. Recipient shall promptly provide Licensor with a
copy of such letter of direction for Licensor’s records.
Licensor ’s royalties hereunder shall be paid and accounted (supported by detailed statements) to Licensor in the same manner and at the same time as Recipient is accounted to, but no less than semi-annually and within thirty (30) days after June 30th and December 31st of each calendar year. At any time, Licensormay appoint a certified public accountant or attorney to audit Recipient’s books and records as they relate to the sale and other exploitation of the Derivative Work(s) (and related expenditures) for the purpose of verifying the royalties or credits due to Licensor under this Agreement. If such an examination
or audit results in an underpayment of more than _twenty percent
( 20 %) of the amount otherwise due to Licensor with regard to the given period under review, Recipient shall then reimburse Licensor’s costs and expenses of the respective audit within thirty (30) days of the examination or audit. Further, Recipient shall credit Licensor’s account with Licensors pro rata share of any monies recovered by Recipient with respect to the Derivative Work(s) pursuant to any audit Recipient may elect to conduct or claim against any third party in connection with therewith.
Publishing. The parties hereby acknowledge that the entire worldwide right, title and interest, including the copyright, the right to copyright, and the renewal right, in and to each of the underlying musical compositions in each Derivative Work shall be owned in the following percentages: _twenty percent ( 20 %) by Licensor’s music publishing affiliate for musical compositions embodied in Derivative Work(s), and
_eighty percent ( 80 %) to Recipient. If and when Recipient registers the Derivative Work(s) with a performance rights organization (“PRO”), Recipient shall include that Licensor shall be entitled to the percentage set forth above of all amounts payable by the PRO to anyone, including Licensor or any other publishers designated when registering with a PRO, with respect to the Derivative Work(s). Licensor and Recipient shall administer their own share of such musical compositions, provided that Licensor shall have the right to issue licenses for the entirety of any such musical composition(s) without Recipient’s consent, Recipient shall not have right to issue licenses for any such musical composition(s) without Licensor’s consent, and Recipient further agrees to license its respective shares of such musical compositions to any third parties under the same terms and conditions as approved and/or licensed by Licensor. In connection with any such license issued by or on behalf of Recipient for the entirety of
such musical composition, however, it is understood and agreed that Licensor shall instruct and use reasonable efforts to cause the licensee to account directly to Recipient for Recipient’s proportionate share of the total compensation due. As between the parties, Recipient shall have the right to designate the title or titles of any musical composition embodied in a Derivative Work.
If Recipient is in material breach of this Agreement and fails to cure such breach within fifteen (15) days of receiving written notice, the Licensor may terminate this Agreement and any and all rights granted to Recipient hereunder shall immediately and automatically revert to Licensor, and Recipient shall execute and cause any licensees or assignees of such rights to execute any and all necessary documentation in order to perfect such assignment. In addition to the preceding, to the extent this license is terminated pursuant to this section, Recipient and all copyright holders including but not limited to assignees, purchasers, successors shall immediately assign 100% of each of their right, title and interest in the Derivative Work to Licensor. Recipient shall insure that it and
all other copyright holders inform all third parties related to the Derivative Work including but not limited to licensees, assignees, or successors of such reversion obligations and shall ensure that such obligations are included in all agreements related to the Derivative Work. Further, Licensor shall not be deemed to be in breach of any of its obligations hereunder unless Recipient will have given written notice setting forth the nature of such breach and Licensor will have failed to cure such breach within thirty (30) days after Recipient’s receipt of such notice.
Following termination of this Agreement, Recipient shall be obligated to remove the Derivative Work(s) from streaming services and all other marketplaces. For the sake of clarity, to the extent Recipient does not remove all such Derivative Works from all such platforms Licensor shall have the right to do so.
(regardless of whether such Meaningful Addition(s) are contributed by Recipient or any third party furnished, selected or engaged by Recipient) and Derivative Work(s), do not and shall not infringe, violate or misappropriate the intellectual property rights or any other rights of any third party or violate or infringe any law or statutory right of any person or entity, and there shall be no liens, encumbrances or other charges against the Meaningful Addition(s) or Derivative Work(s); and (v) Recipient shall not use such Derivative Work(s) in any way which is infringing or violates any third party rights.
Further Documents. Recipient agrees to execute such further documents and instruments as may be requested by Licensor and/or Beatclub in order to effectuate the terms and intentions of this Agreement, and in the event that Recipient fails or is unable to execute any such documents or instruments within five (5) days of Licensor’s or Beatclub’s written request, Recipient hereby appoints Licensor and Beatclub as its limited attorney-in-fact solely to execute such documents or instruments that are consistent with the terms and conditions of this Agreement. Licensor’s and Beatclub’s rights under this Section constitute a power coupled with an interest and is irrevocable.
(including via e-mail). If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement remains in full force and effect and enforceable. This Agreement, and any and all disputes directly or indirectly arising out of or relating to this Agreement, will be governed by and construed in accordance with the laws of the State of California, without reference to the choice of law rules thereof. Headings herein are for convenience of reference only and in no way affect interpretation of this Agreement. The parties agree that in the case of termination of this Agreement all sections which would by their nature survive termination shall survive and remain in effect following such termination (e.g., warranties and representations, restrictions, indemnities, etc.).
RECIPIENT AND LICENSOR ACKNOWLEDGE AND AGREE THAT THEY HAVE READ THIS AGREEMENT AND HAVE BEEN ADVISED BY BEATCLUB OF THE SIGNIFICANT IMPORTANCE OF RETAINING AN INDEPENDENT ATTORNEY OF RECIPIENT’S AND LICENSOR’s CHOICE TO REVIEW THIS AGREEMENT ON THEIR BEHALF. RECIPIENT AND LICENSOR ACKNOWLEDGE AND AGREE THAT THEY HAVE HAD THE UNRESTRICTED OPPORTUNITY TO BE REPRESENTED BY AN INDEPENDENT ATTORNEY. IN THE EVENT OF RECIPIENT’S OR LICENSOR’S FAILURE TO OBTAIN AN INDEPENDENT ATTORNEY OR WAIVER THEREOF, RECIPIENT AND LICENSOR (AS APPLICABLE) HEREBY WARRANT, REPRESENT
AND AGREE THAT THEY 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.
B©, PyroHat2
B©, PyroHat3
B©, PyroCrunchhat
B©, PyroHat4
B©, Pyrofilterperc
B©, PyroHat
B©, Pyroboomersnare
B©, PyroClap
B©, PyroHall Snare2
B©, PyroCrunchKick
B©, PyroBigKick
B©, Pyrofilterclap
B©, PyroFX
B©, PyroHall Snare
B©, PyroFXCymbol
B©, Pyro Crush shake
B©, PyroKick3
B©, PyroFX4
B©, PyroKick2
B©, PyroCrash
B©, PyroKick6
B©, PyroKick5
B©, PyroFX2
B©, PyroFX3
B©, PyroKick4
B©, PyroJamSnare
B©, PyroCrunchSnare
B©, PyroCrunchhat2
B©, PyroBangKick
B©, PyrofastHat
B©, PyroClickSnare
B©, PyroBoomKick
B©, PyrofilterSnare
B©, PyroNightsAwayE85
B©, PyroMindLockCm147
B©, PyroGodsRainEbm99
B©, PyroDreamingEbm148
B©, PyroALionsHeartCm155
B©, PyroEnoughEbm160
B©, PyroNightFall Bbm98
B©, PyroPainD85
B©, PyroghoststoryEbm92
B©, PyroCashOutEm159
B©, PyroBombsCm146
B©, PyroCirclesCm78
B©, PyroCirclesCm78
B©, PyroGive ItAll Db155
B©, PyroLoveLostF#m84
B©, PyroAntioxEb72
B©, PyroBreakoffAb92
B©, PyroThoughtsofyouGm86
5
B©, Pyro Do Anything Bm 84
B©, Pyro Killers Cm 116
B©, Pyro Mob Am 116
B©, Pyro Trust Us Cm 155
B©, Pyro Run Back Am 86
B©, Pyro Better Off Abm 84
B©, Pyro Feeling Free Abm 84
B©, Pyro back again Fm 155
B©, Pyro Night Run Bbm 155
B©, Pyro Grim Abm 156
B©, Pyro On My Way F#m 128
B©, Pyro Money Train Abm 146
B©, Pyro To far gone Fm 94
B©, Pyro Step Back Bm 128
B©, Pyro Chicago Nights Fm 89
B©, Pyro Back to Basics F# 86
B©, Pyro Hard Feelings Cm 84
B©, Pyro Good Life F# 85
B©, Pyro A Late Night Bb 146
B©, Pyro No Looking Back Am 84
B©, Pyro Times Up Cm 155
B©, Pyro Holy Water Bbm 87
B©, Pyro Stop Me Ebm 86
B©, Pyro Apollo Bm 156
B©, Pyro No More Crying Fm 98
B©, Pyro Feeling empty Gm 92
B©, Pyro Moving Forward A 85