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DIAMOND MEMBER BASIC – LICENSE AGREEMENT

This license agreement (the “Agreement”) is made and entered into as of the date you (“YOU” and “YOUR”) click “I Agree” (the “Effective Date”) by and between Lbeats LLC, a California limited liability company (“Company”), located at, 8605 Santa Monica Blvd #525135, West Hollywood, California 90069, and YOU.

THIS AGREEMENT, WHEN AGREED TO AND ACCEPTED BY YOU AFTER YOU CLICK “I AGREE”, WILL CREATE A BINDING AND LEGALLY ENFORCEABLE CONTRACT BETWEEN YOU AND COMPANY, WHETHER YOU ARE ACTING IN YOUR INDIVIDUAL CAPACITY OR AS THE AUTHORIZED REPRESENTATIVE FOR AN ARTIST, BAND, GROUP, LLC, CORPORATION, OR ANY SIMILAR BUSINESS ENTITY, IN WHICH CASE “YOU” AND “YOUR” SHALL REFER TO THE ARTIST, BAND, GROUP, LLC, CORPORATION, OR ANY SIMILAR BUSINESS ENTITY, ON WHOSE BEHALF YOU ARE ACTING AND AUTHORIZED TO ACT. THEREFORE, PLEASE READ THIS AGREEMENT CAREFULLY AND CONSULT WITH YOUR OWN BUSINESS AND LEGAL ADVISORS BEFORE

CLICKING “I AGREE”.

 YOU and Company (individually, a “Party”, and collectively, the “Parties”) agree as follows:

PURPOSE AND BACKGROUND.

Company owns and/or controls one or musical composition(s) (individually and collectively, the

“Composition(s)”), sound recordings which embody such Composition(s) (individually and collectively, the “Master(s)”), and one or more items of educational content (e.g., video courses in connection with the music industry, Canva templates, and Adobe After Effects templates) (individually and collectively (the “Content”). The Composition(s) and Master(s) are hereinafter referred to individually and collectively as, the “Beat(s)”. The Beat(s) were created by a music producer currently professionally known as, “Lbeats” (“Producer”), whose services were furnished by Company. The Beat(s) described herein are those as listed in the confirmation email (described below) and as specifically made available for download after successful payment of the Fee (described below).

The Beat(s) are bundled with certain Content and made available for licensing via a website located at the following URL: “www.lbeats.com” (the Beat(s) and such Content are hereinafter referred to individually and collectively as, the “Beat Pack”). In addition to such URL, Company may provide its services on other websites and/or apps, including but not limited to, other URLs, smart phone and tablet apps, smart TVs, living room media boxes, connected cars, and other digital and electronic formats, whether now known or hereinafter devised (individually, and collectively, the “Sites”). For clarity, the Content contained in the Beat Pack shall be determined by Company, in Company’s sole discretion.

YOU desire to use the Beat Pack as provided in this Agreement. Company desires to grant YOU non-exclusive licenses to use the Beat Pack in exchange for payment as provided in this Agreement.

TERM. The “Term” of this Agreement shall begin on the Effective Date and will remain in effect for the earlier of (A) two (2) years, or (B) the occurrence of the Benchmark (as described below).

TERRITORY. The rights granted in this Agreement are for the following territory: The Universe (the “Territory”).

FEE. YOU agree to pay Company the fee associated with the Beat Pack as specified on the checkout page of the Sites prior to purchase (the “Fee”). The Fee is set by Company, in Company’s sole discretion. After successful payment of the Fee, YOU will receive a confirmation email and the Beat Pack will be available for YOU to download in a manner selected by Company, in Company’s sole discretion. The Beat(s) within the Beat Pack will be available to YOU for download only in the file type(s) as specified on the Sites in the descriptions directly associated with the Beat Pack described herein (i.e., Diamond member basic beat pack). For clarity, the so called “stems” for the Beat(s) will not be available to YOU under this Agreement.

AUTHORSHIP AND OWNERSHIP OF BEAT(S) AND CONTENT CONTRIBUTIONS. YOU agree and acknowledge that throughout the Territory in perpetuity: (A) Company and/or Producer (as applicable) is/are and shall be the exclusive author(s), owner(s), and/or controller(s) of all of the rights to (i) the Beat(s) (including, but not limited to, the copyrights in the Composition(s), the copyrights in the Master(s), and all other copyrights), and (ii) Company’s and/or Producer’s contributions to the Content; and (B) Company shall have the right to exploit the Beat(s) (including, but not limited to the Composition(s) and the Master(s)) in any manner or configuration, now known or hereafter devised, or to refrain therefrom, in Company’s sole discretion. Without limiting the foregoing and for clarity, Company has the right, in Company’s sole discretion, to keep the Beat(s) on the website as available for licensing. Furthermore, Company has the right to include the Content in the Beat Pack and grant the rights to use the Content as specifically described herein. Without limiting anything contained herein and for clarity, YOU agree and acknowledge that this Agreement will not impact Company’s rights or ability to grant rights to third parties to the Beat(s), Content, and/or Beat Pack.

GRANT OF RIGHTS.

License.

Subject to YOUR compliance with all terms contained in this Agreement, Company hereby grants to

YOU, during the Term throughout the Territory, the limited, personal, non-exclusive, non-transferrable, terminable right to use the Beat(s), solely to: (a) Prepare one or more derivative work(s) of the Composition(s), and one or more derivative work(s) of the Master(s) (individually, and collectively, the “Derivative Work(s)”); (b) Copy, distribute, adapt/modify, and otherwise exploit the Derivative Work(s) by means of digital audio transmission via digital service providers (e.g., iTunes, Spotify, Apple Music, Amazon); (c) Prepare, distribute, and display one (1) music video audiovisual work that YOU create in which the so-called “music audio” is solely the Derivative Work(s)(the “Video”); (d) Upload the Video and/or an audio-only version of the Derivative Work(s) to one (1) YouTube Channel That YOU own/control; and (e) Perform the Derivative Work(s) at live performances (for-profit and not-for-profit live performances). For clarity, the rights granted in this paragraph shall apply to each Derivative Work(s) separately. Nothing contained herein shall be construed to allow YOU to create any so-called “mash-ups” combining the Beat(s) and any other musical compositions and/or sound recordings, including but not limited to, any other musical compositions and/or sound recordings made available for licensing by Company and/or any third-party authored, owned and/or controlled musical compositions and/or sound recordings. Accordingly, for clarity, YOU are strictly prohibited from using the Beat(s) to create any so-called “mash-ups”.

Subject to YOUR compliance with all terms contained in this Agreement, Company hereby grants to

YOU, during the Term throughout the Territory the limited, personal, non-exclusive, non-transferrable, terminable right to use the Content solely to view the video courses. All other Content within the Beat Pack is included only for educational purposes and YOUR personal reference. YOU agree and acknowledge that YOU will not distribute, transfer or otherwise use such Content in violation of any copyright, personal, or proprietary rights of others in any way whatsoever.

Benchmark. With respect to the Derivative Work(s), the “Benchmark” shall occur upon the earliest date of the following:

The Derivative Work(s) earn gross receipts of ten thousand dollars ($10,000); or

The Derivative Work(s) (including, but not limited to, audio-only and within the Video) accumulate one million five hundred thousand (1,000,000) or more cumulative streams across Apple Music, Spotify, YouTube, and/or any similar service.

Termination.

For clarity, YOU acknowledge that the Term of this Agreement shall terminate upon expiration of the two (2) year period described above in paragraph 2, or in the event the Benchmark occurs, whichever is earlier. Accordingly, when the Term of this Agreement terminates, YOU will no longer have the rights granted herein. Furthermore, for clarity, if YOU wish to use the Beat(s) thereafter within the Derivative Work(s), YOU will need to first enter into a written agreement with Company. The Parties agree to negotiate such agreement in good faith, on terms standard and customary in the music industry. For clarity, in the event the Parties fail to enter into any such agreement, YOU shall have no rights to use the Beat(s) within the Derivative Work(s) because all rights granted herein to use the Beat(s) within the Derivative Work(s) shall be terminated as described above.

In addition to the above, the Term of this Agreement shall terminate if YOU breach any term of this Agreement in any way whatsoever. If Company sends YOU written notice that it believes YOU have breached any term of this Agreement, in addition to the Term being terminated, YOU must immediately destroy and cease all use of the Beat Pack.

Sound Recording and YouTube Royalties. During the Term, provided that YOU are in compliance with all terms contained herein, YOU shall be entitled to collect and retain one hundred percent (100%) (i) of public performance and digital distribution monies derived from the sound recording(s) contained in the Derivative Work(s) (e.g., monies payable from SoundExchange, other neighboring rights organizations, and the digital distributor YOU use to distribute the sound recording(s) contained in Derivative Work(s)), and (i) monies derived from one (1) YouTube channel that YOU own/control. For clarity, YOU shall not be entitled to collect any other monies in connection with the sound recording(s) contained in the Derivative Work(s) (e.g., YouTube monies from Content ID, YouTube monies from any channel other than as specifically described above in this paragraph 6(D)(ii), and/or any master use licenses).

Disclaimer. Without limiting anything contained herein, YOU agree and acknowledge that Company makes no guarantees or promises in connection with the success or revenue of the Derivative Work(s). Accordingly, YOU agree and acknowledge that the Derivative Work(s) may not be profitable for YOU, and that YOU will not hold Company responsible in any way whatsoever for any such circumstance.

RESERVATION OF RIGHTS. Company only grants to YOU the above non-exclusive rights and this Agreement does not transfer the copyrights in the Beat(s) (including, but not limited to, the copyrights in the Composition(s) and the Master(s)) or Content. Company expressly reserves all rights that are not specifically granted in this Agreement. Without limiting anything contained herein, and for clarity, the foregoing grant of rights does not permit: (A) The Composition(s) and/or Master(s) to be used in any way whatsoever in isolation because this Agreement is only for using the Beat(s) as part of the Derivative Work(s); (B) The Beat(s) and/or Derivative Work(s) to be so-called “monetized” or otherwise exploited on YouTube except as specifically described above in paragraphs 6(A)(i)(D)(ii)(Company shall have the sole and exclusive right to collect and retain one hundred percent (100%) of all monies derived in connection with the Beat(s) and/or Derivative Work(s) on YouTube from all sources except for as described above in paragraph 6(D)(ii); (C) The Beat(s) and/or Derivative Work(s) to be copied, distributed, adapted/modified, exploited, and otherwise used by means of physical product (e.g., CDs and Vinyl); (D) The Beat(s) and/or Derivative Work(s) to be used in connection with any audiovisual works (other than as specifically described above in paragraph 6(A) with regard to the one (1) music video audiovisual work) and any and all such requested use of the Derivative Work(s) is subject to Company’s prior written consent; or (E) Any video courses contained in the Beat Pack to be copied, distributed, modified, and/or otherwise used in violation of this Agreement. Additionally, YOU agree that YOU shall not re-record or direct any other individual or entity to re-record any sound recording embodying the Composition(s) contained in the Beat(s) without Company’s prior written consent.

AUTHORSHIP AND OWNERSHIP OF DERIVATIVE COMPOSITION(S).

YOU and Producer shall become joint authors and owners of the musical composition(s) contained in the

Derivative Work(s) (individually and collectively, the “Derivative Composition(s)”), including the copyright and all other rights to the Derivative Composition(s) (except for the copyrights contained in the Beat(s)) in equal shares. Accordingly, Producer shall be an author and owner of fifty percent (50%) of all such right, title, and interest in and to the Derivative Composition(s), and YOU (and any other applicable third-party writers) shall collectively own the remaining fifty percent (50%). For clarity, YOU agree and acknowledge that Company and/or Producer (as applicable) shall own and/or control one hundred percent (100%) of all right, title, and interest in and to the Beat(s), and YOU shall have no interest in connection thereof. Except as otherwise described herein (e.g., in paragraph 7(D) with regard to audiovisual works), YOU and Producer shall each administer your own respective share in the Derivative Composition(s) and each receive your own respective share of income from exploitation of the Derivative Composition(s) based on the respective ownership percentages set forth in this paragraph, directly from third parties. Promptly upon completion of the Derivative Work(s), in each instance, and without further consideration, YOU agree to deliver to Company any and all information required for Company to properly register the Derivative Composition(s) with music royalty collection organizations (e.g., ASCAP, BMI, SESAC, and/or the MLC) and the U.S. Copyright Office.

With respect to the Derivative Composition(s), Producer’s writer information is as follows:

RECORDS; AUDITS. YOU agree to keep and maintain records of all earned income in connection with exploitation of the Derivative Work(s). Company may audit such records to determine gross monies or other consideration earned or received in any way whatsoever from exploitation of the Derivative Work(s), provided that Company gives YOU at least thirty (30) days prior notice. Company may only conduct such audit during normal business hours.

CREDIT. In the event the Derivative Work(s) are released to the public, YOU shall credit and/or cause others to credit Producer on all media that embodies the Derivative Work(s) where credits are customarily given to producers of sound recordings and writers of musical compositions, including but not limited to, in the metadata of the Derivative Work(s), in all trade and consumer ads of 1⁄2 page or greater, in Billboard strips, and anywhere any other production credits customarily appear. The credit shall be substantially as follows: “Produced by Lbeats”; and “Co-written by Lbeats”.

REPRESENTATIONS AND WARRANTIES. The Parties represent and warrant that (A) they are free to enter into and to perform under this Agreement, (B) this Agreement will not interfere with any contract to which they are a party, and (C) their respective contributions to the Derivative Work(s) do not infringe on any copyright, personal, or proprietary rights of others in any way whatsoever. Additionally, YOU represent and warrant that the contributions of any person or entity hired by YOU in connection with the preparation of the Derivative Work(s), do not infringe on any copyright, personal, or proprietary rights of others in any way whatsoever.

INDEMNIFICATION. YOU agree to at all times indemnify and hold Company, its affiliates, subsidiaries, directors, officers, employees, agents, partners, and licensors harmless from any and all losses and damages (including, but not limited to, attorneys’ fees, expert fees, expenses, and costs) whether or not an action is actually commenced, arising out of or connected with any breach or alleged breach by YOU of any warranty, representation, or term of this Agreement.

REMEDIES.

In the event of a breach or a threatened breach by YOU of this Agreement in any way whatsoever, Company shall be entitled to injunctive and other equitable relief, in addition to whatever legal remedies are available to Company, to prevent or cure any such breach or threatened breach. The rights and remedies of Company as specified herein are not to the exclusion of each other or of any other rights or remedies of Company. Company may exercise or decline to exercise any of its rights and remedies as Company may deem fit, without jeopardizing any other rights and remedies of Company.

In the event of a breach by Company, YOUR sole remedy shall be an action at law for only monetary damages not to exceed the monetary compensation payable hereunder, and in no event whatsoever shall YOU (i) be entitled to equitable or injunctive relief, or (ii) have the right to terminate this Agreement.

BREACH; CURE. Company shall not be in breach of this Agreement unless YOU give Company written notice of such failure to perform and such failure is not corrected within thirty (30) days from and after Company’s receipt of such notice, or if such breach is not reasonably capable of being cured by Company within such thirty (30) day period, Company does not commence to cure such breach within such thirty (30) day period and proceed with reasonable diligence to complete the curing of such breach thereafter. Such written notice must be in writing and delivered by certified or registered mail, postage pre-paid, return receipt requested, to Company at the address set forth herein (or such other address or addressee as may be furnished by Company). Such notice will be deemed to have been delivered and received upon receipt by Company.

NOTICE. Without limiting paragraph 14, Company, in Company’s sole discretion, is permitted to send all notices required or permitted to be given by Company to YOU under this Agreement via email to the email address YOU used when paying the Fee and/or or any such other email address as YOU subsequently provide to Company.

RELATIONSHIP OF THE PARTIES. Nothing herein shall be deemed to create any association, partnership, or joint venture between the Parties. It is specifically understood that each Party will perform its obligations hereunder without any right to bind the other in any way, except as may be specifically permitted hereunder or expressly agreed upon in writing by the Parties. The Parties agree and acknowledge that they shall each be solely responsible for all expenses they may incur in connection with performing under this Agreement, and that they will not be reimbursed by the other Party for any expenses in connection therewith.

GENERAL.

Entire Agreement. This Agreement, together with the Sites’ terms of use and privacy policy, contains the entire understanding of the Parties and supersedes all prior agreements, representations, and understandings between the Parties relating to the subject matter hereof. In the event that any terms contained in this Agreement conflict with the terms contained in such terms of use and/or privacy policy, the terms of this Agreement shall prevail.

Modification. No change to this Agreement will be binding unless made by an instrument signed by each Party.

Severability. If any provision of this Agreement is held in whole or in part to be unenforceable for any reason, the remainder of that provision and of the entire Agreement will be severable and remain in effect.

Waiver. Any failure by either Party to enforce the other Party’s strict performance of any provision of this

Agreement will not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement.

Assignment. Without limiting anything contained herein, this Agreement is personal in nature, and thus YOU may not directly or indirectly assign or transfer it by operation of law or otherwise without the prior written consent of Company. However, Company shall have the right to assign, transfer, or delegate any of Company’s rights or obligations of this Agreement, in whole or in part, in Company’s sole discretion. All obligations contained in this Agreement shall extend to and be binding upon the Parties’ respective successors, assigns, and designees.

Choice of Law. The validity, construction, and performance of this Agreement shall be governed and construed in accordance with the laws of the State of California, without giving effect to any conflict of laws provisions.

Dispute Resolution. If a dispute arises out of or relating to any aspect of this Agreement, the Parties agree to try and settle the dispute quickly and fairly through discussion. If the dispute cannot be settled through discussion, the Parties agree to first try in good faith to settle the dispute by private mediation before resorting to arbitration. If a dispute cannot be resolved with either discussion or mediation, then the dispute shall be submitted to binding arbitration to ADR Services, Inc. in Los Angeles County under ADR Services’ rules. In the event that ADR Services no longer exists, Company shall select another arbitration service in Los Angeles County to conduct the binding arbitration under such services’ rules. In any arbitration or litigation under this Agreement, the prevailing Party shall be entitled to recover from the other Party all costs the prevailing Party reasonably incurs in such arbitration or litigation, including without limitation, reasonable attorneys’ fees.

Clause Headings. Headings within this Agreement are for convenient reference only and have no effect in limiting or extending the language of the provisions to which they refer.

Independent Counsel. The Parties agree and acknowledge that they have each been represented by independent legal counsel or have had the opportunity to be represented by independent legal counsel of their own choice for purposes of advising them in connection with the negotiation, preparation, and execution of this Agreement.