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).

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).

NOTE: This purchase is subject to ShadeStar Enterprise, LLC’s Non-Exclusive Usage Restrictions. Please visit https://wpdemo2.com/non-exclusive-pricing-plans/ for full details.