ELITE NON-EXCLUSIVE LICENSE AGREEMENT

THIS LICENSE AGREEMENT (this Agreement) is made and entered into by and between Skyline Entertainment, LLC d/b/a Lebbeats.com (the Licensor), and you as purchaser, (the Licensee).

RECITALS

By purchase of the Music sold under Lebbeats.com you agree to and are bound by the terms of this Agreement.

Licensor owns all proprietary rights in and to a mixed down, tracked out WAV (16 bit 44.1 kHz) downloadable audio file, a copyrightable Music, generally described as [Beat Title], (the Music), and has the exclusive right to license others to produce, copy, or sell the Music.

Licensor owns all rights in and to the Music and retains all rights to the Music which are not transferred herein, and retains all common law copyrights and all federal copyrights which have been, or which may be granted by the Library of Congress.

Licensee desires to obtain, and Licensor has agreed to grant, a license authorizing the use of the Music by Licensee in accordance with the terms and conditions of this Agreement.

NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and agreements hereinafter set forth and other good and valuable consideration, as set forth herein, Licensor and Licensee agree as follows:

I. GRANT OF LICENSE

Licensor hereby grants to Licensee, in accordance with the terms and conditions of this Agreement, a worldwide non-exclusive, non-transferrable license to use, duplicate, broadcast, and publicly perform the Music for one (1) commercial recording or broadcast and for no other purpose. Licensee may sell their one (1) commercial recording or broadcast in accordance with the terms set forth below. Any other use shall be made by Licensee only upon the receipt of prior written approval from Licensor.

 

Licensee shall not grant sub-licenses without the prior written approval of Licensor.

Licensee hereby accepts such license and agrees that Licensee shall not use the Music except in accordance with the terms and conditions of this Agreement. Licensee acknowledges and agrees that the license granted herein is non-exclusive and that Licensor may license others to use the Music subject to any limitations set forth herein.

II. OWNERSHIP OF MUSICS

Licensee acknowledges that Licensor is the sole and exclusive owner of the Music and of all associated federal registrations and pending registrations, and Licensee shall do nothing inconsistent with such ownership. Licensee further agrees that it will not claim ownership rights to the Music, or any derivative, compilation, or related Music owned by or used by Licensor. Licensee agrees that nothing in this Agreement shall give Licensee any right, title, or interest in the Music other than the right to use the same in accordance with this Agreement.

III. TERMS AND TERMINATION

Licensee is provided the Music, upon receipt of payment, by way of song a file via a download page. Licensee may use the Music for one (1) commercial recording or broadcast.

This Agreement shall commence as of the date of purchase and shall continue in full force and effect for a period of four (4) years from the date of purchase.

 

Licensee may sell or distribute up to seventy-five thousand (75,000) copies of their one (1) commercial recording.

Licensee shall give credit to Skyline Entertainment, LLC, Lebbeats.com and the Producer of the Music in any and all formats wherein the Music is used or reproduced, including, but not limited to liner notes, promotional materials, print media, social media, and live performances. In the following format: Name of your commercial recording Produced by: Name of the Musics Producer for Skyline Entertainment, LLC and Lebbeats.com Featuring Artists Name  

Licensee shall not alter, amend, or in any way modify the Music without the express written permission of the Licensor.

Upon termination or expiration of the license granted under this Agreement by operation of law or otherwise, all rights (including the right to use the Music) privileges and obligations arising from this Agreement shall cease to exist, except for Licensees obligation to pay royalties to Licensor pursuant to the terms herein.

Upon termination or expiration of this Agreement by operation of law or otherwise Licensee shall have the option to relicense the Music, provided the Music is still available for licensing.  

Licensees one (1) time purchase fee is non-refundable. In the event that a downloadable audio file is corrupted, Licensor will provide a replacement audio file to Licensee upon request through original email provided upon purchase. Replacement audio files are only available within 30 days of lease purchase date and will be provided to Licensee through originated purchase email.

V. INDEMNIFICATION

Licensee shall fully indemnify, defend, and hold harmless Licensor from and against any and all claims, losses, damages, expenses, and liability, including without limitation, suits arising from offering, promoting, advertising, sale, or use by Licensee, or any of its authorized sublicenses, of the Music.

Licensor has the right, but shall not be obligated, to maintain federal registration of the Music. In the event that Licensee becomes aware of any claimed or alleged infringement of the Music by a third party, Licensee shall promptly advise Licensor in writing of the nature and extent of such infringement. Licensor has no obligation to take any action whatsoever in the event that any infringement occurs with respect to the Music, but Licensor shall have the sole right to determine whether any action shall be taken. In the event Licensor sues or takes other action, legal, equitable, administrative, or otherwise, to stop an infringement of the Music, Licensee shall cooperate fully with Licensor, but Licensee shall not be obligated to pay any costs or expenses. Licensee has no right to enforce the Music through litigation without prior written authorization of Licensor. In any legal action arising from use, or ownership rights of the Music, where both Licensor and Licensee are co-parties, Licensor retains the right to control the litigation, including any and all settlement negotiations.

VI. ASSIGNMENT

This Agreement (including, without limitation, the license granted hereunder) is personal to Licensee and shall not be sold, assigned, or transferred by Licensee, including, without limitation, by operation of law. Any attempt on the part of Licensee to assign, sub-license, or transfer Licensees rights under this Agreement except as provided herein shall be invalid and void. Licensor shall have the right to assign its rights and obligations under this Agreement and all its right, title and interest in the Music without the consent of Licensee.

VII. VALIDITY OF COPYRIGHT

Licensee admits the validity of all copyrights for the Music and all associated registrations and acknowledges that any and all rights that might be acquired by Licensee because of its use of the Music shall inure to the sole benefit of Licensor, provided that this Paragraph VII shall not entitle Licensor to all or any portion of the profits or revenues from Licensees permitted uses hereunder.  

VIII. ARBITRATION

All disputes arising from the terms of this Agreement may be subjected to binding arbitration upon consent of both parties, with one arbitrator selected by each party, and a third arbitrator selected by the two chosen arbitrators. This Agreement shall be governed by and construed in accordance with, the laws of the State of South Carolina without regard to the conflicts of laws rules thereof and any arbitration shall be brought in South Carolina using South Carolina laws.

IX. INDEPENDENT BUSINESS RELATIONSHIP

Licensor and Licensee are independent contractors and are not and shall not be construed as partners, employer/employee, agents of the other, or in a joint venture, and neither shall have the power to bind or obligate the other, except as set forth in this Agreement.

X. MISCELLANEOUS

This Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof, superseding any and all prior agreements, understandings, negotiations, and discussions. No amendment, alteration, modification, or waiver of this Agreement shall be binding unless evidenced by an instrument in writing signed by the party against whom enforcement thereof is sought.

In the event it becomes necessary for either party to file a suit to enforce this Agreement or any provisions contained herein, and either party prevails in such action, then such prevailing party shall be entitled to recover, in addition to all other remedies or damages, reasonable attorneys fees and court costs incurred in such suit.

If any provision of this Agreement, or the application of such provision to any person or circumstance shall be held invalid, the remainder of this Agreement, or the application of such provisions to any other persons or circumstances, shall not be affected thereby.