TRACK PROS NON-EXCLUSIVE SYNCH LICENSE AGREEMENT 

Thank you for choosing Track PROS.  In purchasing our non-exclusive synch license, you agree to the following terms and conditions, which shall become effective immediately upon this date of [insert date]:

1. Introduction:  We, Track PROS (“Producer”), are the author and copyright owner of the “beat”, which consists of an instrumental sound recording (“Master”), as well as the musical composition underlying that sound recording (“Composition”), presently entitled [insert name of beat]; you wish to obtain a non-exclusive license to create a derivative audiovisual work by synchronizing the beat in timed relation with visual images; and we wish to grant such a license to you pursuant to the terms set forth herein.

2. License Granted:  Following your full payment, set forth below, we hereby grant to you a non-exclusive non-transferrable license (“License”) in the Composition and the Master to:

a. Create one (1) derivative work (“Derivative Work”) by synchronizing the Composition and the Master with visual images, tentatively entitled: _______; and

b. Reproduce, transmit, distribute, display, communicate, perform and otherwise use and make available to the public the Derivative Work containing the Master and the Composition via any and all methods and media, subject to the limitations set forth herein.  You shall be permitted to monetize the Derivative Work on Youtube and Vimeo, provided that you notify Youtube and Vimeo that the content has been licensed from Producer, who owns the copyright in the Composition and the Master.

3. Limitation of License:  The License granted herein shall expressly exclude the right to lease, license, transfer, sell, re-sell, reproduce, distribute, or publicly perform the Composition or the Master in any manner as an audio-only track or otherwise without the addition of meaningful, timed visual images.  The License granted herein is non-transferable by you to any third party, including, but not limited to, a motion picture studio, television network, “on demand” streaming network, such as, but not limited to, Netflix or Hulu, cable television provider, or video game distributor, which will require the negotiation and execution of a separate licensing agreement to be determined in good faith between you and Producer.

4. Term of License:  The term of the License shall expire ten (10) years from the effective date hereof.  Following expiration of the License term, any and all rights and permissions granted to you hereunder shall terminate, and you shall immediately remove the Composition and the Master from the Derivative Work unless and until a new licensing agreement is entered between Producer and you.

5. Production Costs:  You shall be solely responsible for any and all costs associated with the creation, promotion, and distribution of the Derivative Work.  

6. Copyright Ownership in the Masters:  Producer shall retain sole and exclusive ownership of one-hundred percent (100%) of the copyrights in and to the Composition and the Master, subject to the License set forth above, for the life of the copyrights therein, inclusive of renewals and extensions, throughout the Territory.  

7. Licensing Fee:  As good and valuable consideration for the License granted in the Instrumental Composition and the Instrumental Master by Producer to you, you shall pay to Producer via Stripe, or an alternative method agreed to by Producer and you, in addition to mechanical royalties as set forth below, an upfront, non-refundable fee of seventy-five U.S. dollars ($75.00) prior to your downloading of the Master.

8. Producer Credit:  Producer grants to you the right to reproduce, print, publish, or disseminate Producer’s professional name “Track PROS”, approved photographs, likeness, and approved biographical materials, in any medium for informational, trade, and advertising purposes related to the Derivative Work for the Term.   In all instances where other composers or artists are credited for use of music in the Derivative Work, Producer shall receive the same sized credit, with the licensed Master and Composition credited as “Produced and composed by Track PROS”.

9. Samples:  You acknowledge and understand that the Master and/or the Composition may contain samples licensed by Producer, and you agree to abide by the terms of any such license, which Producer shall make available to you upon your request.  You further agree that Producer shall not be responsible for any elements of the Derivative Work, other than the Master or the Composition, which are deemed to violate the rights or liabilities of any individual or entity.  You agree to indemnify Producer and hold Producer harmless against any damages, costs, and fees, including attorneys’ fees, incurred by Producer in any claim, suit, litigation, or proceeding instituted against or by Producer and arising out of any breach or claimed breach by you of any covenant, warranty, or representation made by you in connection with this licensing agreement or your use of the Master or the Composition in the Derivative Work or otherwise.  Without limiting any of Producer’s other available remedies, Producer shall be entitled to seek injunctive relief as a result of your breach of any covenant, warranty, or representation made by you hereunder.

10. Miscellaneous:  Each party warrants and represents that it is under no disability, restriction, or prohibition with respect to the ability to legally enter this licensing agreement and fully comply with all of its terms and conditions and that no act or omission hereunder will violate the rights or liabilities of any person.  This Agreement does not and shall not be construed to create a partnership or joint venture between the Parties, and the Parties acknowledge and agree that each party is an independent contractor and not an employee of the other.  This Agreement shall be construed in accordance with the laws of the State of New York, and the place of jurisdiction shall be New York County, New York for any possible dispute, suit, or other litigation arising out of this Agreement.  Any provision of this Agreement deemed invalid or unenforceable by a court of law or other entity with binding authority over the Parties with respect to this Agreement, shall be severed from the Agreement, and the remaining provisions of this Agreement shall remain valid and enforceable.  A waiver by any Party of any term or condition of this Agreement in any instance shall not be deemed or construed as a waiver of such term or condition or any subsequent breach thereof.  Each Party has the right to seek the advice of independent counsel concerning that Party’s rights, the provisions of this Agreement, and the advisability of executing this Agreement, and each Party acknowledges that it is executing this Agreement freely after consultation with counsel or informed decision not to seek the advice of independent counsel.  This Agreement contains all the understandings, oral and written, of the Parties hereto relating to the subject matter hereof and cannot be changed or terminated except by writing signed by all Parties.  In purchasing a non-exclusive premium license from Producer and downloading the Instrumental Master, you agree to be bound by the terms and conditions set forth herein.