1. Master Use
The Licensor hereby grants to Licensee a non-exclusive license (this âLicenseâ) to
record vocal and/or instrumental synchronization to any or all parts of the Composition.
The Licensee understands that their non-exclusive usage of the Instrumental is limited
to one new composition and if the Licensee wishes to use the Instrumental in other new
compositions, then the Licensee must obtain another license to use the Instrumental
from the Licensor. The Licensee also agrees to refrain from editing the Instrumental
that is being licensed in this agreement, by changing the arrangement of the
Instrumental or by removing any melodies, instruments, drum programming or sounds
that are contained within the Instrumental.
2. Mechanical Rights
The Licensor hereby grants to Licensee a non-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 âRecordingsâ,
and individually, a âRecordingsâ) worldwide for up to the pressing or selling a total of
(50 Basic / 100 Signature / 250 Premium) OR (50,000 / 100,000 / 250,000 Digital Streams) copies of such
Recordings or any combination of such Recordings, condition upon the payment to the
Licensor, receipt of which is confirmed. The Licensee is required to contact the Licensor
for a lease renewal or upgrade once the units sold limit has been reached. Once the
limit has been reached, all terms in this agreement will be considered null and void until
a new license has been purchased. Additionally, licensor shall be permitted to distribute
unlimited free internet downloads or streams for non-profit and non-commercial use.
3. Performance Rights
The Licensor hereby grants to Licensee a non-exclusive license to use the Master
Recording in unlimited non-profit performances, shows, or concerts. Licensee may not
receive compensation from performances with this license.
4. Synchronization Rights
The Licensor hereby grants a non-exclusive license, for limited synchronization rights for
One (1) music video streamed online (YouTube, Vimeo, etc..) for up to (100,000 Signature /
250,000 Premium) monetized video streams on all total sites. The Licensee is required to
contact the Licensor for a lease renewal or upgrade once the streaming limit has been
reached. Once the limit has been reached, all terms in this agreement will be considered
null and void until a new license has been purchased. This license does not allow Master
Recording or Recordings to be used for monetized video streams like (YouTube,
Dailymotion, etc.). A separate synchronization license will need to be purchased for
distribution of video to Television, Film or Video game
5. Broadcast Rights
The Licensor hereby grants to Licensee no broadcasting rights. A separate license will need
to be purchased for rights to broadcast or air the Master Recording or Recordings on radio
stations, or channels.
6. Publishing Rights
The Licensor grants Licensee 0% of publishing rights. Licensor maintains all publishing
rights.
7. Ownership
The Licensor maintains 100% full rights (copyright and ownership) of the instrumental, and
can continue to sell it non-exclusively and/or exclusively. The Licensee has neither the right
nor authority to sell or license the rights to the Instrumental whether in whole or part to any
other party. In the event another individual purchases exclusive rights to your licensed
Instrumental you will retain your non-exclusive rights under the limitations listed in this
agreement and until these terms have been fulfilled. The Licensee understands that the
Composition will remain available for sale by the Licensor, and may continue to be leased by
the Licensor, or purchased by another party at any given day or time. Only in the event of
âExclusive Rightsâ being purchased will the Composition be deleted from Cloakâs website(s)
and no longer sold.
8. Credit
The Licensee shall acknowledge the original authorship of the Composition appropriately
and reasonably by giving production credit to the Licensor for any and all distributed media.
This should be done in writing with âProduced by Cloakâ where possible and vocally (through
recorded vocals on the Master Recording) otherwise. Including, but not limited to, CDâs, CD
covers, Cassette tapes, Cards, Mixtapes, digital downloads, videos, websites, etc. Licensor
reserves the right to keep an audio signature at the beginning of all non-exclusive
instrumentals.
9. Sampling
If the Instrumental includes samples, the Licensee understands that the sequence and
music arrangement is considered original work. The Licensee agrees that the Composition
is purchased as a âWork Made for Hireâ whereby the clearing of any sampled materials is
the sole responsibility of the Licensee. Samples may not be cleared before composition, and
Licensee is required to seek clearance for the samples. The Licensee is responsible for
clearing all samples used (if any) and the Licensor cannot and will not be held liable for the
misuse of any sampled material that the Licensee uses in conjunction with the
composition/arrangement that is being licensed in this agreement.
10. Term
Executed by the Licensor and the Licensee, this License agreement is to be effective as for
all purposes as of the Effective Date and shall not expire. In the event that an exclusive
license is sold by Licensor to the Composition, the terms of this agreement shall be upheld.
11. Compensation
Payment for this License is non-refundable. If the Licensee fails to account to the Licensor
timely and complete the payments provided for hereunder, including having insufficient bank
balance, all terms will be null and void. In the event that payment is refunded to the
Licensee, this license will automatically become null and void and all usage rights will be
revoked. 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, including, without limitation, the United States Copyright Act, as
amended.
12. 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 attorneyâs fees, arising out of or resulting from a claimed breach of any of
Licenseeâs representations, warranties or agreements hereunder. Audio Samples, and 3rd
party sample clearance, if applicable, are the sole responsibility of the Licensee.
13. Miscellaneous
This license is non-transferable and is limited to the Composition specified, does not convey
or grant any right of public performance for profit, constitutes the entire agreement between
the Licensor and the Licensee relating to the Composition, and shall be binding upon both
the Licensor and the Licensee and their respective successors, assigns, and legal
representatives.
14. Governing Law
This License is governed by and shall be construed under the law of The United States of
America, without regard to the conflicts of laws principles thereof.
By receiving this contract via email, you automatically agree to the terms stated above and
gain non-exclusive rights to the Composition. Any breach of this contract will result in this
agreement to automatically become null and void, and will result in the revocation of any
usage rights. Should these privileges be revoked, the Licensee understands that selling any
recordings that contain any sum or portion of the Composition being licensed in this
agreement, without written permission from the Licensor would constitute a violation of
copyright law punishable by legal action.
