SHEDTRACKS LLC

LICENSE AGREEMENT

This Non-Exclusive License Agreement is made between customer and Shedtracks

LLC and is effective immediately as of the date of purchase.

This Agreement is issued solely in connection with and for Licensee's use of the play-
along pursuant and subject to all terms and conditions set forth herein.

1. License Fee: The Licensee shall make payment of the License Fee to Licensor on
the date of this Agreement. All rights granted to Licensee by Producer in the play-
along are conditional upon Licensee’s timely payment of the License Fee. The
License Fee is a one-time payment for the rights granted to Licensee and this
Agreement is not valid until the License Fee has been paid.

2. Delivery of the play-along:

a. Licensor agrees to deliver the play-along as a high-quality mp3 and wav
file, as such terms are understood in the music industry.
b. Licensor shall use commercially reasonable efforts to deliver the play-
along to Licensee immediately after the payment of the License Fee.
Licensee will receive the play-along via email, to the email address
Licensee provided to Licensor.
3. Term: The Term of this Agreement shall be ten (2) years and this license shall
expire on the two (2) year anniversary of the Effective Date.

4. Use of the play-along:

a. In consideration for Licensee’s payment of the License Fee, the Producer
hereby grants Licensee a limited non-exclusive, nontransferable license
and the right to incorporate, include and/or use the play-along in the
preparation of audiovisual content to be streamed and viewed online.

5. This License grants Licensee a worldwide, non-exclusive license to use the

playalong. Licensee may use the play-along in the manner and for the purposes
expressly provided for herein, subject to limitations and prohibited uses stated in
this Agreement. Licensee acknowledges and agrees that any and all rights granted
to Licensee in the play-along pursuant to this Agreement are on a NON-
EXCLUSIVE basis and Producer shall continue to license the play-along upon the
same or similar terms and conditions as this Agreement to other potential third-
party licensees.

a. The play-along may be used for any promotional purposes for YouTube,
Instagram & Facebook.

b. These platforms are NOT allowed. Spotify, Tidal, Apple Music,

Amazon Music, or any other digital streaming platform that is
associated with DistroKid, CD Baby, Tunecore or ANY mass music
distribution service that distributes music online.

c. Shedtracks must not be registered with any publishing company or

performance rights collection organization such as ASCAP, BMI,
SESAC or any other performance rights collection society or
company throughout the Universe.
 d. The Licensee is allowed to perform to the play along publicly during
for-profit performances including live performances (e.g. concert,
clinic, audition, festival, nightclub etc.)

e. The Licensee may use the play-along in synchronization with audiovisual

work. Licensee may upload the play-along to Youtube, Instagram and
Facebook for digital video streaming. Producer grants no other
synchronization rights to Licensee;
f. The Licensee MAY NOT make the play-along available for sale in
physical and/or digital form and MAY NOT sell downloads/physical
music products. Licensee is not allowed to monetize Shedtracks audio
in CD or digital download formats.

g. For clarity and avoidance of doubt, the Licensee does NOT have the
right to sell the playalong in the form that it was delivered to
Licensee. Any sale of the play-along in it’s original form by Licensee
shall be a material breach of this Agreement and the Licensee shall
be liable to the Licensor for damages as provided hereunder.

6. Restrictions on the Use of the play-along: Licensee hereby agrees and

acknowledges that it is expressly prohibited from taking any action(s) and from
engaging in any use of the play-along in the manners, or for the purposes, set
forth below:

a. The rights granted to Licensee are NON-TRANSFERABLE and that

Licensee may not transfer or assign any of its rights hereunder to any
third-party;

b. The Licensee shall not synchronize, or permit third parties to synchronize,

the play-along with any audiovisual works EXCEPT as expressly provided
for and pursuant to this Agreement. This restriction includes, but is not
limited to, use of the playalong and/or New Song in television,
commercials, film/movies, theatrical works, video games, and in any other
form on the Internet which is not expressly permitted herein.

c. The Licensee shall not have the right to license or sublicense any use of
the play-along, in whole or in part, for any so-called “samples”.

7. Licensee shall not engage in any unlawful copying, streaming, duplicating,

selling, lending, renting, hiring, broadcasting, uploading, or downloading to
any database, servers, computers, peer to peer sharing, or other file-sharing
services, posting on websites, or distribution of the play-along in the form,
or a substantially similar form, as delivered to Licensee. Licensee may send
the play-along file to any individual musician, engineer, studio manager or
other people who are working on the content.

8. THE LICENSEE IS EXPRESSLY PROHIBITED FROM REGISTERING THE

PLAY-ALONG WITH ANY CONTENT IDENTIFICATION SYSTEM, SERVICE
PROVIDER, MUSIC DISTRIBUTOR, RECORD LABEL OR DIGITAL
 AGGREGATOR (for example Distro Kid, TuneCore, CDBaby, and any other
provider of user-generated content identification services).

a. The purpose of this restriction is to prevent you from receiving a

copyright infringement takedown notice from a third party who also
received a non-exclusive license to use the play-along in a New
Song.) This is a pre-emptive measure to protect all interested parties
in the Shedtrack.
b. If you do not adhere to this policy, you are in violation of the terms of
this License and your license to use the Beat and/or New Song may
be revoked without notice or compensation to you.

c. As applicable to both the underlying composition in the play-along and to

the master recording of the Beat: (i) The parties acknowledge and agree
that the content that will be created from this play-along is a “derivative
work”, as that term is used in the United States Copyright Act; (ii) As
applicable to the play-along and/or the content, there is no intention by the
parties to create a joint work; and (iii) There is no intention by the Licensor
to grant any rights in and/or to any other derivative works that may have
been created by other third-party licensees.
9. Ownership:

a. The Producer is and shall remain the sole owner and holder of all
rights, title, and interest in the play-along, including all copyrights to
and in the sound recording and the underlying musical compositions
written and composed by Producer.
b. Nothing contained herein shall constitute an assignment by Producer to
Licensee of any of the foregoing rights. Licensee may not, under any
circumstances, register or attempt to register the New content and/or the
play-along with the U.S. Copyright Office. The aforementioned right to
register the New Content and/or the play-along shall be strictly limited to
Producer. Licensee will, upon request, execute, acknowledge and deliver
to Producer such additional documents as Producer may deem necessary
to evidence and effectuate Producer’s rights hereunder, and Licensee
hereby grants to Producer the right as attorney-in-fact to execute,
acknowledge, deliver and record in the U.S. Copyright Office or elsewhere
any and all such documents if Licensee shall fail to execute same within
five (5) days after so requested by Producer.
c. For the avoidance of doubt, you do not own the master or the sound
recording rights in the music. You have been licensed the right to use the
play-along in new internet content and to commercially exploit the content
based on the terms and conditions of this Agreement.
d. Notwithstanding the above, you do own the other original musical
components of the new piece of content that were written or composed
solely by you.
e. The licensee shall be deemed to have signed, affirmed and ratified its
acceptance of the terms of this Agreement by virtue of its payment of the
License Fee to Licensor and its electronic acceptance of its terms and
conditions at the time Licensee made payment of the License Fee.
10. Credit: Licensee shall have the right to use and permit others to use Producer’s
approved name, approved likeness, and other approved identification and
approved biographical material concerning the Producer solely for purposes of
trade and otherwise without restriction solely in connection with the music
recorded hereunder. Licensee shall use best efforts to have Producer credited as
a “producer” and shall give Producer appropriate production and songwriting credit
on all music videos and created content and in any other record configuration
manufactured which is now known or created in the future that embodies the New
content created hereunder and in all video descriptions. The licensee shall use its
best efforts to ensure that Producer is properly credited and Licensee shall check
all proofs for the accuracy of credits, and shall use its best efforts to cure any
mistakes regarding Producer's credit. In the event of any failure by Licensee to
issue the credit to Producer, Licensee must use reasonable efforts to correct any
such failure immediately and on a prospective basis. Such credit shall be in the
substantial form: “Produced by {PRODUCER_ALIAS or Full Name}”.

11. Licensor’s Option: Licensor shall have the option, at Licensor’s sole discretion,
to terminate this License at any time within three (2) years of the date of this
Agreement upon written notice to Licensee. In the event that Licensor exercises
this option, Upon Licensor’s exercise of the option, Licensee must immediately
remove the New Song from any and all digital and physical distribution channels
and must immediately cease access to any streams and/or downloads of the New
Song by the general public.

12. Breach by Licensee:

a. The licensee shall have five (5) business days from its receipt of written
notice by Producer and/or Producer’s authorized representative to cure
any alleged breach of this Agreement by Licensee. Licensee’s failure to
cure the alleged breach within five (5) business days shall result in
Licensee’s default of its obligations, its breach of this Agreement, and at
Producer's sole discretion, the termination of Licensee’s rights hereunder.
b. If Licensee engages in the commercial exploitation of the play-along
outside of the manner provided for in this Agreement, Licensee shall be
liable to Producer for monetary damages in an amount equal to any and all
monies paid, collected by, or received by Licensee, or any third party on its
behalf, in connection with such unauthorized commercial exploitation of the
Beat and/or New Song.
c. Licensee recognizes and agrees that a breach or threatened breach of this
Agreement by Licensee give rise to irreparable injury to Producer, which
may not be adequately compensated by damages. Accordingly, in the
event of a breach or threatened breach by the Licensee of the provisions
of this Agreement, Producer may seek and shall be entitled to a temporary
restraining order and a preliminary injunction restraining the Licensee from
violating the provisions of this Agreement. Nothing herein shall prohibit
Producer from pursuing any other available legal or equitable remedy from
such breach or threatened breach, including but not limited to the recovery
of damages from the Licensee. The Licensee shall be responsible for all
costs, expenses or damages that Producer incurs as a result of any
violation by the Licensee of any provision of this Agreement. Licensee’
obligation shall include court costs, litigation expenses, and reasonable
attorneys' fees.
13. Warranties, Representations, and Indemnification:
a. Licensee hereby agrees that Licensor has not made any guarantees or
promises that the play-along fits the particular creative use or musical
purpose intended or desired by the Licensee. The play-along, its sound
recording, and the underlying musical composition embodied therein are
licensed to the Licensee “as is” without warranties of any kind or fitness for
a particular purpose.
b. Producer warrants and represents that he has the full right and ability to
enter into this agreement, and is not under any disability, restriction, or
prohibition with respect to the grant of rights hereunder. Producer warrants
that the manufacture, distribution, or other exploitation of the play-along
hereunder will not infringe upon or violate any common law or statutory
right of any person, firm, or corporation; including, without limitation,
contractual rights, copyrights, and right(s) of privacy and publicity and will
not constitute libel and/or slander. Licensee warrants that the manufacture,
distribution, or other exploitation of the music hereunder will not infringe
upon or violate any common law or statutory right of any person, firm, or
corporation; including, without limitation, contractual rights, copyrights, and
right(s) of privacy and publicity and will not constitute libel and/or slander.
The foregoing notwithstanding, Producer undertakes no responsibility
whatsoever as to any elements added to the play-along by Licensee, and
Licensee indemnifies and holds Producer harmless for any such elements.
Producer warrants that he did not “sample” (as that term is commonly
understood in the recording industry) any copyrighted material or sound
recordings belonging to any other person, firm, or corporation (hereinafter
referred to as “Owner”) without first having notified Licensee. Samples
from non-exclusive, royalty free sample libraries (e.g. splice.com) may be
used in some play-alongs. The licensee shall have no obligation to
approve the use of any sample thereof; however, if approved, any payment
in connection therewith, including any associated legal clearance costs,
shall be borne by Licensee. Knowledge by Licensee that “samples” were
used by Producer which was not affirmatively disclosed by Producer to
Licensee shall shift, in whole or in part, the liability for infringement or
violation of the rights of any third party arising from the use of any such
“sample” from Producer to Licensee.
c. Parties hereto shall indemnify and hold each other harmless from any and
all third party claims, liabilities, costs, losses, damages or expenses as are
actually incurred by the non-defaulting party and shall hold the non-
defaulting party, free, safe, and harmless against and from any and all
claims, suits, demands, costs, liabilities, loss, damages, judgments,
recoveries, costs, and expenses; (including, without limitation, reasonable
attorneys' fees), which may be made or brought, paid, or incurred by
reason of any breach or claim of breach of the warranties and
representations hereunder by the defaulting party, their agents, heirs,
successors, assigns and employees, which have been reduced to final
judgment; provided that prior to final judgment, arising out of any breach of
any representations or warranties of the defaulting party contained in this
agreement or any failure by defaulting party to perform any obligations on
its part to be performed hereunder the non-defaulting party has given the
defaulting party prompt written notice of all claims and the right to
participate in the defense with counsel of its choice at its sole expense. In
no event shall Artist be entitled to seek injunctive or any other equitable
 relief for any breach or non-compliance with any provision of this
agreement.
14. Miscellaneous: This Agreement constitutes the entire understanding of the
parties and is intended as a final expression of their agreement and cannot be
altered, modified, amended or waived, in whole or in part, except by written
instrument (email being sufficient) signed by both parties hereto. This agreement
supersedes all prior agreements between the parties, whether oral or written.
Should any provision of this agreement be held to be void, invalid or inoperative,
such decision shall not affect any other provision hereof, and the remainder of this
agreement shall be effective as though such void, invalid or inoperative provision
had not been contained herein. No failure by Licensor hereto to perform any of its
obligations hereunder shall be deemed a material breach of this agreement until
the Licensee gives Licensor written notice of its failure to perform, and such failure
has not been corrected within thirty (30) days from and after the service of such
notice, or, if such breach is not reasonably capable of being cured within such
thirty (30) day period, Licensor does not commence to cure such breach within
said time period, and proceed with reasonable diligence to complete the curing of
such breach thereafter. This agreement shall be governed by and interpreted in
accordance with the laws of the state of Georgia in the United States of America
applicable to agreements entered into and wholly performed in said State, without
regard to any conflict of laws principles. You hereby agree that the exclusive
jurisdiction and venue for any action, suit or proceeding based upon any matter,
claim or controversy arising hereunder or relating hereto shall be in the state or
federal courts located in the state of Georgia in the United States of America. You
shall not be entitled to any monies in connection with the Master(s) other than as
specifically set forth herein. All notices pursuant to this agreement shall be in
writing and shall be given by registered or certified mail, return receipt requested
(prepaid) at the respective addresses hereinabove set forth or such other address
or addresses as may be designated by either party. Such notices shall be deemed
given when received. A copy of all such notices sent to Producer shall be
concurrently emailed to [email protected]. YOU ACKNOWLEDGE AND
AGREE THAT YOU HAVE READ THIS AGREEMENT. YOU ACKNOWLEDGE AND
AGREE THAT YOU HAVE HAD THE UNRESTRICTED OPPORTUNITY TO BE
REPRESENTED BY AN INDEPENDENT ATTORNEY. IN THE EVENT OF YOUR
FAILURE TO OBTAIN AN INDEPENDENT ATTORNEY OR WAIVER THEREOF,
YOU HEREBY WARRANT AND REPRESENT THAT YOU WILL NOT ATTEMPT
TO USE SUCH FAILURE AND/OR WAIVER as a basis to avoid any obligations
under this agreement, or to invalidate this agreement or To render this agreement
or any part thereof unenforceable. This agreement may be executed in
counterparts, each of which shall be deemed an original, and said counterparts
shall constitute one and the same instrument. In addition, a signed copy of this
agreement transmitted by facsimile or scanned into an image file and transmitted
via email shall, for all purposes, be treated as if it was delivered containing an
original manual signature of the party whose signature appears thereon and shall
be binding upon such party as though an originally signed document had been
delivered. Notwithstanding the foregoing, in the event that you do not sign this
Agreement, your acknowledgment that you have reviewed the terms and
conditions of this Agreement and your payment of the License Fee shall serve as
your signature and acceptance of the terms and conditions of this Agreement.

© SHEDTRACKS LLC 2020