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Non-Exclusive License Agreement

Thank you for downloading and purchasing a non-exclusive production from ShadeStar
Enterprise, LLC. This is a legal document (hereinafter referred to as the “Agreement”, “License”,
or “Non-Exclusive License”) granting you the right to use the beat(s) (hereinafter referred to as
the “Composition(s)”) chosen below (see list of beats and downloads at the bottom of
Agreement). Please fill out, sign, and keep for your records. Note that this Agreement is only
valid when accompanied by valid proof of purchase (such as PayPal transaction ID, online
record of payment, or bank statement).
THIS AGREEMENT MADE ON:
Effective Date
By and between:
{{billing_first_name}} {{billing_last_name}}

ShadeStar Enterprise, LLC (hereinafter “Licensor”)
The Licensee and the Licensor have agreed to the following terms:
1. Master Use. Licensor grants Licensee a Non-Exclusive License to use Composition(s)
partially or substantially in its/their form for the purpose of recording vocal
synchronization (“Master Recording”).
2. Mechanical Rights. Licensor grants Licensee a Non-Exclusive License to use Master
Recording in the reproduction, duplication, manufacture, and profitable distribution of
phonograph records, cassette tapes, compact disks, other and miscellaneous audio and
video recordings, and any version thereof (collectively, the “Recordings”) worldwide for
the pressing and digital distribution of up to 1,000 copies of such Recordings and any
combination of such Recordings. License includes rights up to 100,000 monetized audio
streams on sites such as Spotify, Apple Music, SoundCloud, or similar streaming
platforms. Additionally, Licensee shall be permitted to distribute unlimited free internet
downloads or streams for non-monetized/non-profitable purposes. Master Recording may
not be added to digital audio fingerprinting services such as YouTube Content ID or
similar blanket monetization services by TuneCore, CD Baby, and others, as this would
require full ownership of the Composition(s).
3. Performance Rights. License includes performance rights to use the Master Recording
for paid performances in live shows and concerts totaling up to $1,000 (USD) in
earnings. An upgraded License (“Unlimited Non-Exclusive License” or “Exclusive
License”) is required for additional usage. Unlimited non-profitable performance
purposes are permitted.
4. Broadcast Rights. License includes broadcast rights to use the Master Recording for
broadcast up to one (1) radio station. An upgraded license (“Unlimited Non-Exclusive” or
“Exclusive License”) is required for additional usage.
5. Synchronization Rights. License does not include commercial synchronization rights to
use the Master Recording for YouTube and other audio-visual usage such as TV, film, or
video games. A separate license is required to obtain synchronization rights (“Sync
License”). Only the non-monetized/non-profitable distribution of music videos on sites
such as YouTube is permitted.
6. Credit. Licensee shall acknowledge the original authorship of Composition(s)
appropriately and reasonably in all media and performance formats by acknowledging the
relevant author in writing where possible and vocally otherwise.
For example: Butterfly – song (Produced by ShadeStar Enterprise, LLC)
Additionally, Licensee shall acknowledge the original name(s) of Composition(s) in
written credits where possible. Including but not limited to YouTube video descriptions,
album liner notes, blog posts, etc.
For example: Beat – “Soul Love” by ShadeStar Enterprise, LLC
Where project is commercially released and registered with a performance rights
organization (such as BMI, ASCAP, SEAC, or PRS for music) Maurice Harmon shall be
acknowledge as the Writer for the purpose of royalty collection at 100% (registered with
ASCAP, Acc No. 1672712).
7. Accounting. Payment for license is non-refundable. If Licensee fails to account to
Licensor, timely and complete the payments provided for hereunder, Licensor shall have
the right to terminate License upon written notice to 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.
Licensee must make reasonable efforts to maintain an accounting of all sales, including
but not limited to any commercial distribution, both digital and physical. Licensee and its
agents will, upon reasonable request by Licensor make such accounting available for
inspection by Licensor or its authorized representatives, who will have the right to take
copies of or extracts from any records kept pursuant to this Agreement. The costs of the
audit will be borne by Licensor, unless the underpayment exceeds five percent (5%), in
which case Licensee shall bear the costs of such audits.
8. Indemnification. Licensee hereby agrees to indemnify, defend, and hold harmless
Licensor and its officers, agents, and affiliates from and against any and all third party
claims, actions, causes of actions, lawsuits, damages, liabilities, obligations, costs and
expenses (including, without limitation, reasonable attorney fees) incurred by, or imposed
or asserted against, Licensor arising out of or relating to (i) the violation of any copyright
or proprietary right of any third party; (ii) Licensee’s unauthorized use of the
Composition(s); and (iii) any losses arising as a result of the acts, omission, or negligence
of Licensee, its officers, its directors, and its representatives.
9. Exclusive License Option. In the event that an exclusive license is sold for
Composition(s) outlined in this Non-Exclusive License contract, the terms agreed upon
shall be upheld. In the event that the Licensee exceeds the total granted unit copies or any
other terms herein, an upgrade of the Non-Exclusive License or a re-negotiation for an
Exclusive License may be possible, provided that the Composition(s) has/have not been
sold.
10. Deliverable. Licensee shall receive a high-quality mixed MP3 format version of the
Composition(s). Upon payment of an additional fee, Licensee shall also receive the
uncompressed mixes and separate track lines (“Trackouts”) in high quality WAV format.
11. Sample Clearance. Licensee agrees that the clearing of any sampled materials prior to
commercial release is the responsibility of the Licensee. Licensor will make reasonable
efforts to provide the name of the sample(s) for Licensee to help with the clearance
process.
12. Non-Transferrable. License is non-transferrable, may not be re-sold and is limited to the
Composition(s) specified below. License constitutes the entire agreement between
Licensor and Licensee with respect to the subject matter hereof and supersedes all
previous proposals, whether oral or written, and shall be binding upon Licensor and
Licensee and their respective successors, assigns, and legal representatives.
13. Miscellaneous.
a. If any provision of License is held to be invalid, illegal, unenforceable, that
provision will be limited or eliminated to the minimum extent necessary so that
License otherwise remains in full force and effect and enforceable.
b. License is governed by and shall be construed under the laws of the United States
of America, without regard to conflict of laws and principles thereof. Each party
hereby consents to personal jurisdiction in any action brought in any court,
federal, or state, within the United States of America.
c. The invalidity or unenforceability of any provision hereof shall not affect the
validity or enforceability of any other provision hereof. Paragraph headings are
inserted only for the purpose of convenient reference and shall not be given any
legal effect.
d. The failure by Licensee to perform any of its material obligations hereunder shall
be deemed a breach of this Agreement.
PARTIES HEREBY ACKNOWLEDGE THAT PARTIES HAVE BEEN ADVISED TO
SEEK AND RECEIVE LEGAL ADVICE FROM INDEPENDENT COUNSEL WITH
RESPECT TO THE TERMS AND PROVISIONS CONTAINED IN THIS AGREEMENT.
PARTIES HAVE EITHER CONSULTED WITH SUCH ATTORNEY OR HAVE WAIVED
SUCH RIGHT AND HAVE DECIDED TO ENTER INTO THIS AGREEMENT FREELY,
WITHOUT ANY COERCION OR DURESS FROM ANY PERSON(S).

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Signed by Shade Star
Signed On: September 11, 2024

Timestamp

Audit

August 27, 2024 1:25 pm GMT

Non-Exclusive License Agreement Uploaded by Shade Star - support@autowebtech.com IP 49.37.9.21