Unlimited license

Unlimited license

Parties: 1. Danny Maurice, also trading under the name "Dizzla D Beats", chamber of commerce no. 000042123496, for the purpose of this Non-Exclusive License Agreement as licensor, (hereafter: "Dizzla D Beats"), And 2. You, for the purpose of this Non-Exclusive License Agreement as licensee, (hereafter: the "Licensee" or "You"). Dizzla D Beats and Licensee shall hereinafter collectively also be referred to as the "Parties". This Non-Exclusive License Agreement serves as a legally binding agreement between Dizzla D Beats and You, made and entered into as of the Effective Date (defined below).

Parties agree to the following:

List of definitions

• Effective date: The date as defined in Article 4(1) of this agreement.
• Instrumental: The instrumental sound recording as provided by Dizzla D Beats to Licensee including the underlying musical composition and/or any part thereof.
• License: Has the meaning as defined in Article 1 of this agreement.
• License Fee: Has the meaning as defined in Article 4(1) of this agreement.
• Master: A recording of the Instrumental to which vocals are added by Licensee and/or any part thereof.
• Term: Has the meaning as defined in Article 8(1) of this agreement.
• Territory: Has the meaning as defined in Article 10 of this agreement.

Article 1 - Rights granted to Licensee

Dizzla D Beats grants to Licensee, for the Term and in the Territory as defined below, the following non-exclusive rights:

• (i) the non-exclusive right to record vocals to the Instrumental;
• (ii) the non-exclusive right to record, reproduce, distribute and promote an unlimited amount of physical copies of the Master (including CD's, DVD's, Vinyl, etc.). For the purpose of this Article 1(ii) physical copies also include digital downloads;
• (iii) the non-exclusive right to publicly make available, upload and stream an unlimited amount of streams of the Master on (audio only) streaming platforms, such as Spotify, Deezer, Pandora, Rdio, Rhapsody, iTunes Radio, Beats Music, etc.;
• (iv) the non-exclusive right to publicly make available and broadcast the Master through radio stations (including online radio stations);
• (v) the non-exclusive right to play the Master at live performances/concerts;
• (vi) the non-exclusive right to synchronize the Master with one video only, which video may be distributed unlimitedly on audio-visual platforms such as YouTube, Vimeo, DailyMotion, Viddler, Veoh, etc.;
• (vii) the non-exclusive right to create a name for the Master under which the Master may be used and published in accordance with the terms of this agreement.

The rights granted in this Article 1 are collectively referred to as the "License".

Article 2 - Limitations to License grant

The License does not include any other rights than explicitly granted in Article 1 of this agreement. Any such rights not explicitly granted in this agreement are reserved by Dizzla D Beats. For the avoidance of doubt, the License in any case explicitly does not include the following rights:

• (i) Licensee shall not exploit in any way (either for profit or not for profit) the Instrumental as such without added vocals, or with only limited vocals added;
• (ii) Licensee may only create one Master with the use of the Instrumental. This means that Licensee shall not create more than one musical recording with the use of the Instrumental, for example by adding different vocals to one Instrumental, by creating various versions of the Master, or by making remixes or edits of the Master;
• (iii) Licensee shall not add any sounds to the Instrumental (including samples and instruments), other than vocals;
• (iv) Licensee shall not use any parts, melodies, samples, adaptations, instruments, sounds, arrangements, etc. of the Instrumental for any compositions other than the Master;
• (v) Licensee shall not edit the Instrumental, for example by changing the arrangement, extracting or removing melodies, change or add drum programming, etc.;
• (vi) Licensee shall not remove, dismantle, or extract any melodies, samples, instruments, or sounds from the Instrumental for any use whatsoever, including for inclusion in a sound or sample library, for distribution, etc.;
• (vii) Licensee shall not distribute, sell, (sub)license, promote, make available, etc., a video containing the Master on or through any other media than online audio-visual platforms as described in Article 1(vi). Licensee shall therefore not distribute, sell, (sub)license, promote, make available, etc., a video containing the Master on or through platforms such as television, film, games, streaming platforms such as Netflix, Amazon Prime, Disney+, HBO Max, etc.;
• (viii) Licensee shall not synchronise, or let a third party synchronise, the Master (or the Instrumental) with any audio-visual work other than as explicitly provided for in Article 1(vi) of this agreement. This means that Licensee shall not use, and shall prohibit other to use, the Master in, for example, television, games, movies, commercials or any other audio-visual work;
• (ix) Licensee shall not register the Master (or the Instrumental), and/or the musical composition, and/or lyrics incorporated therein, and/or the performance incorporated therein, and/or any part thereof, with any performance rights organisation (including copyright and neighbouring rights related PRO's);
• (x) Licensee shall not assign or transfer any rights in and to the Master (or the Instrumental), and/or the musical composition, and/or lyrics incorporated therein, and/or the performance incorporated therein, and/or any part thereof, to any third parties (including publishers and PRO's);
• (xi) Licensee shall not claim to be the owner/author/composer/producer of the Instrumental;
• (xii) Licensee shall not register the Master (or the Instrumental) with a content identification system, (digital) aggregator, distribution company, (music) services provider, record label, etc., including - but not limited to - parties such as CDBaby and TuneCore and any other provider of content identification systems;
• (xiii) Licensee shall not, and shall not let third parties, create adaptations, remixes or edits, of the Master or the Instrumental;
• (xiv) Licensee shall not sell, give away, provide, loan, rent, lease or (sub)license any rights granted to it to any third parties, safe for the arrangements in Article 1 of this agreement.

Article 3 - Ownership

• 1. Dizzla D Beats retains 100% of the ownership in all rights in and to the Instrumental, which includes all copyrights and neighbouring rights (both as a performance artist and as phonographic producer).
• 2. As owner of the Instrumental, Dizzla D Beats is at all times allowed to grant non-exclusive licenses with regard to the Instrumental to any third parties without any restrictions.
• 3. Licensee shall at any time, insofar this is reasonably possible, provide Dizzla D Beats with credits, and acknowledge Dizzla D Beats, as author, composer and producer of the Instrumental and the Master in a manner customary in music practice (for example: "Beat by Dizzla D"). Licensee may include, but is not obliged to include, Dizzla D Beats in the song title itself (for example: "[Licensee's name] Ft. Dizzla D Beats - [Song name]".

Article 4 - Payment

• 1. In exchange for the rights granted to Licensee in this agreement, Licensee shall pay to Dizzla D Beats a one-off fee of $50,-- (50 U.S Dollars) (the "License Fee"). Licensee shall pay the License Fee through the payment process and payment method as provided for on the website of Dizzla D Beats. For the avoidance of doubt, this agreement will only enter into force as of the date (i) the License Fee is received by Dizzla D Beats and (ii) the applicability of this agreement is accepted by both parties through the acceptance process on the website of Dizzla D Beats (the "Effective Date").
• 2. All rights granted in this agreement are conditional upon receipt of the payment of the License Fee by Dizzla D Beats. If the License Fee is not duly received by Dizzla D Beats, or the payment has been withdrawn, this agreement will not enter into force or, as the case may be, will immediately and automatically be terminated. In such case, the License is deemed not to have been granted at all and any use of the Instrumental by Licensee will cause an infringement of Dizzla D Beats rights.

Article 5 - Delivery

Upon (i) receipt of the License Fee and (ii) acceptance of this agreement, both in accordance with Article 4(1) of this agreement, Dizzla D Beats shall use its reasonable efforts to deliver the Instrumental to Licensee by email or download link to a file-sharing service within 48 hours, unless a force majeure prevents deliverance within such timeframe.

Article 6 - Monetisation and claims

• 1. If Licensee synchronises the Master with a video in accordance with Article 1(vi) of this agreement, and Licensee uploads such video on one or more audio-visual platforms, Licensee is allowed to turn on the possibilities for monetisation of such video.
• 2. In case Licensee receives a copyright claim or similar notice with regard to a video as mentioned in this Article 6 (for example: by YouTube's Content ID), he/she shall inform Dizzla D Beats of such claim, and shall provide Dizzla D Beats with all information that can reasonably considered to be relevant, as soon as practically possible and in any circumstances within 48 hours of receiving notice thereof. Dizzla D Beats shall review the matter as soon as possible and in any case within 15 workings days of receiving all relevant information from Licensee with regard to the copyright claim. If, after such review, Dizzla D Beats finds that such copyright claim is unfounded, Dizzla D Beats shall use its reasonable efforts to remove or let remove such claim. However, Dizzla D Beats cannot be held responsible or accountable if the claim is not removed timely, or not removed at all.
• 3. Licensee, as non-exclusive license holder, is not allowed to prohibit third parties from any use of the Instrumental whatsoever. Licensee is therefore also not allowed to file, or let another party - including PRO's - file, any (copyright) infringement claims, or similar notices, against the use of the Instrumental, or any recording in which the Instrumental is incorporated, by third parties. In accordance with Article 2(xii), Licensee is also not allowed to upload or register the Master and/or the Instrumental in content identification tools, such as Content ID. If, for whatever reason, and in breach of this agreement, any third party that has also been granted a non-exclusive license to use the Instrumental, receives a (copyright or other) claim by or on behalf of Licensee, Licensee shall immediately and without delay fully cooperate with Dizzla D Beats and/or such third party to withdraw such claim. Licensee shall do anything within his/her power to ensure that such situation will not occur and to rectify the situation immediately. For the avoidance of doubt, should Licensee breach any of his obligations under this Article 6(3), he will forfeit the penalty as described in Article 9 of this agreement. The main purpose of this Article 6(3) is to avoid that you and other licensees of the Instrumental will receive copyright claim and takedown notices. Dizzla D Beats has the sole right to register the Instrumental with any content identification system.

Article 7 - Warranties and indemnities

• 1. Licensee warrants that: (i) he/she is fully authorised to enter into this agreement (and shall remain so throughout the term of this agreement); (ii) no use of the Instrumental and/or the Master, and/or any adaptions thereof or additions thereto, will infringe the rights of third parties or will otherwise be unlawful. Licensee explicitly warrants that he/she shall not use any materials on the Master that he/she does not own the rights to and Licensee explicitly warrants that he/she will not incorporate anything on the Master that, in the opinion of Dizzla D Beats, can reasonably be considered to be contrary to the law, public order, or morality (for example: Licensee shall not add any lyrics to the Instrumental that incites hatred or calls for the use of violence); (iii) none of the agreements that Licensee has entered into prior to the conclusion of this agreement will prevent Licensee from fully complying with this agreement;
• 2. Licensee indemnifies, and holds harmless, Dizzla D Beats against all (alleged) claims by third parties with regard to the provisions of Article 7(1) and with regard to any breach of this agreement attributable to Licensee. Licensee shall reimburse Dizzla D Beats costs and expenses (including costs for legal assistance) that Dizzla D Beats incurs in connection with (defending against claims relating to) Licensee's breach of the warranties of Licensee.
• 3. Licensee accepts that it it's solely his/her responsibility to ensure that the Master (including the Instrumental) can be used and published without infringing the rights of third parties. Licensee therefore accepts the Instrumental "as is", without any warranties from Dizzla D Beats whatsoever. This includes that Licensee is responsible for obtaining the correct permissions, including for the use of samples. Dizzla D Beats uses its reasonable efforts to provide an Instrumental that can be used freely, without Licensee having to obtain additional permissions to use the Instrumental in accordance with this agreement. However, Dizzla D Beats does not guarantee that the Instrumental contains no elements or samples that Licensee does not need to obtain prior permission for. Dizzla D Beats cannot be held liable for any infringement of the rights of third parties with regard to the use and/or publication of the Master (including the Instrumental) and Licensee indemnifies and holds harmless Dizzla D Beats against any claims from third parties in this regard.

Article 8 - Term and Termination

• 1. This agreement is entered into for a period of five (5) years as of the Effective Date (the "Term").
• 2. If Licensee breaches any of his/her obligations and/or his/her warranties under this agreement in any way, regardless of the nature of such breach, this agreement is automatically terminated with immediate effect, without any action needed by Dizzla D Beats. This means that Dizzla D Beats is not obliged to provide Licensee with a notice of default.
• 3. As a result of the termination of this agreement in accordance with this Article 8, the License automatically expires, meaning that as of that moment, all rights automatically revert to Dizzla D Beats and Licensee may no longer use and/or publish the Instrumental (and accordingly, the Master) in any way. For the avoidance of doubt, this also means that Licensee shall remove the Master from any publicly available platform, including audio- and audio-visual platforms. Should Licensee fail to comply with this Article 8(3), he/she will forfeit an immediately payable penalty of EUR 5.000,-- (five thousand euro) as well as an additional penalty of EUR 1.000,-- (one thousand euro) per day Licensee is in breach of this Article 8(3). Additional to forfeiting aforementioned penalty, Licensee is liable to pay all damages incurred by Dizzla D Beats due to Licensee's breach of this Article 8(3).
• 4. After the end of the Term, Licensee may request Dizzla D Beats for an extension of the License. In that case, the Parties shall consult on the conditions of such potential extension, but Dizzla D Beats is under no circumstances obliged to agree upon extension.

Article 9 - Breach of contract

If Licensee breaches any obligation under this agreement, regardless whether that is due to Licensee's (gross) negligence or not, he/she will forfeit an immediately payable penalty of EUR 5.000,-- (five thousand euro) as well as an additional penalty of EUR 1.000,-- (one thousand euro) per day Licensee is in breach of such obligation. Additional to forfeiting aforementioned penalty, Licensee is liable to pay all damages incurred by Dizzla D Beats due to Licensee's breach of such obligation.

Article 10 - Territory

The territory for which this agreement is entered into concerns the entire world (the "Territory").

Article 11 - Final provisions

• 1. By buying and/or downloading the Instrumental and/or clicking the "I agree"-button, Licensee declares to have read, understood, and accept the terms of this agreement. Licensee is strongly advised to engage professional legal aid before entering into this agreement. Licensee hereby warrants that he (i) has indeed been advised by a professional adviser as to the contents of this agreement, or (ii) that Licensee has deliberately and intentionally chosen not to engage any professional adviser, and that in any case Licensee fully understands the contents of this agreement. Licensee hereby waives the right to use his/her breach of this warranty to avoid his/her obligations under this agreement or to invalidate this agreement.
• 2. This agreement supersedes all previous oral or written agreements between the Parties with respect to the Instrumental and the Master. Any amendment to this agreement must be made in writing.
• 3. If one or more provisions of this agreement proves to be void, voidable, or unenforceable, this will not affect the validity and enforceability of the other provisions of the agreement. The Parties will negotiate in good faith to replace the unenforceable provision, if any, with a provision that is enforceable and that approaches the content and intent of the unenforceable provision as closely as possible.

The entire legal relationship between the Parties, including this agreement and everything connected with it, shall be governed exclusively by Dutch law. Any disputes between the Parties shall be submitted in first instance to the competent court of the District Court of Amsterdam.