1. Master Use: The licensor hereby grants an exclusive license (this "license") to record vocal synchronization to the composition partly or in its entirety and substantially in its original form ("master recording").
2. Mechanical Rights: The licensor hereby grants to licensee an exclusive license to use master recording in the reproduction, duplication, manufacture, and distribution of phonograph records, cassette tapes, compact disk, digital downloads, other miscellaneous audio and digital recordings, and any lifts and versions thereof (collectively, the "recordings", and individually, a "recording") worldwide for unlimited copies of such recordings or any combination of such recordings, contingent upon an upfront deposit to the licensor a sum of $250.00 US Dollars, receipt of which is confirmed.
3. Performance Rights: The licensor here by grants to licensee an exclusive license to use the master recording in unlimited for-profit performances, shows, or concerts.
4. Broadcast Rights: The licensor hereby grants the licensee an exclusive license to broadcast or air the master recording in unlimited amounts of radio stations.
5. Credit: Licensee shall acknowledge the original authorship of the composition appropriately and reasonably in all media and performance formats under the name "Madebyseven" in writing where possible and vocally otherwise.
6. Copyright and Ownership: The producer retains full copyright and ownership of the beat, granting exclusive rights to the buyer only for the agreed purposes outlined in this agreement.
7. Consideration: In consideration of the rights granted under this agreement, the licensee agrees to pay the licensor the sum of $250.00 US dollars as compensation for exclusive rights payable to “AVERY BAIRD”, receipt of which is hereby acknowledged. If the licensee fails to complete payment the licensor shall have the right to terminate license upon written notice to the licensee. Such termination shall render the recording, manufacture and/or distribution of recordings.
8. Delivery: Upon receipt of full payment, the licensor agrees to deliver the following:
1.) High-quality WAV file of the beat.
2.) Exclusive Rights Certificate.
9. Indemnification: Accordingly, licensee agrees to indemnify and hold licensor harmless from and against any and all claims, losses, damages, costs, expenses, including, without limitation, reasonable attorney's fees, arising of or resulting from a claimed breach of any of licensee's representations, warranties or agreements hereunder.
10. Audio Samples: 3rd party sample clearance is the responsibility of the licensee.
11. Restrictions: The licensee agrees not to:
1.) Resell, lease, sublicense, or distribute composition without licensor’s written consent.
2.) Claim ownership of composition.
3.) Alter or modify the composition with licensor’s written consent.
12. Termination: This agreement may be terminated by mutual written agreement or in the event of a material breach by either party.
13. Governing Law: This license is governed by and shall be construed under the law of the State of DELAWARE, United States of America, without regard to the conflicts of laws principles thereof.
14. Entire Agreement: This agreement constitutes the entire understanding between the parties and supersedes all prior negotiations, understandings, or agreements whether oral or written.
15. Publishing: