IOF: Mp3 Non Exclusive

License Agreement for Invoice# PROGUEST_0062014001704806082_1480514610456627

This Non-Exclusive Basic License License Agreement (the “Agreement”), having been made on and effective as of
Thu, 08 Sep 2022 17:00:42 -0400 (the “Effective Date”) by and between Producer Name p/k/a IOF (the “Producer”
or “Licensor”); and Licensee residing at [N/A] (“You” or “Licensee”), sets forth the terms and conditions of the
Licensee's use, and the rights granted in, the Producer's instrumental music file entitled The Beat Title (Contract
Preview Only) (the “Beat”) in consideration for Licensee's payment of $25 (the “License Fee”), on a so-called “Basic
License” basis.
This Agreement is issued solely in connection with and for Licensee's use of the Beat pursuant and subject to all
terms and conditions set forth herein.

1. License Fee: The Licensee to shall make payment of the License Fee to Licensor on the date of this Agreement. All
rights granted to Licensee by Producer in the Beat 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 Beat:

a. Following receipt of the Basic License Fee and execution of this Basic License Agreement, Producer will email a
link to the Beat in 320kbps MP3 file format to the email address you provided to Producer.
b. Licensor shall use commercially reasonable efforts to deliver the Beat to Licensee immediately after payment of
the License Fee is made. Licensee will receive the Beat via email, to the email address Licensee provided to
Licensor.

3. Term: The Term of this Basic Lease Agreement shall be in perpetuity (unless terminated earlier pursuant to the terms of
this Agreement).

4. Use of the Beat:

a. The Beat is being licensed to you on a non-exclusive basis, which means for example without limitation that
Producer may continue to exploit the Beat and/or license it to other third parties. You will have a limited, non-
exclusive, nontransferable license to create one (1) new, substantially different (i.e., with substantial unique
addition) derivative musical composition (the “New Composition”) and one (1) new derivative master recording
(the “New Recording”) incorporating the Beat. Licensee may create the new song by recording his/her written
lyrics over the Beat and/or by and/or incorporate all or portions/samples of the Beat into the instrumental music
of a New Composition and New Recording. The new song or piece of instrumental music created by the
Licensee which incorporates some or all of the Beat shall be referred to as the “New Song”. Permission is
granted to Licensee to modify the arrangement, length, tempo, or pitch of the Beat in preparation of the New
Song for public release.

b. This License grants Licensee a worldwide, non-exclusive license to use the Beat as incorporated in the New
Song in the manners and for the purposes expressly provided for herein, subject to the sale restrictions,
limitations and prohibited uses stated in this Agreement. Licensee acknowledges and agrees that any and all
rights granted to Licensee in the Beat pursuant to this Agreement are on a NON-EXCLUSIVE basis and
Producer shall continue to license the Beat upon the same or similar terms and conditions as this Agreement to
other potential third-party licensees. You will not have the right to sublicense the New Composition and/or New
Recording to third parties (e.g., you may not permit anyone to “sample” your New Recording in a subsequent
master recording).
The New Song may be used for any promotional purposes, including but not limited to, a release in a
single format, for inclusion in a mixtape or free compilation of music bundled together (EP or album),
and/or promotional, non-monetized digital streaming;
Licensee may not perform the song publicly for-profit performances and for an Unlimited non-profit
performances, including but not limited to, at a live performance (i.e. concert, festival, nightclub etc.), on
terrestrial or satellite radio, and/or on the internet via third-party streaming services (Spotify, YouTube,
iTunes Radio etc.). Any recording of a live performance of the New Composition shall be subject to the
same terms of this License Agreement (i.e., and would qualify as a New Recording hereunder). The New
Song may be played on 1 terrestrial or satellite radio stations;

The Licensee may use the New Song in synchronization with One (1) audiovisual work ("Music Video").
The duration of the Video can't exceed the longer of: (i) five (5) minutes; and (ii) the duration of the New
Composition as embodied on the New Recording. The Video can't be used to promote any third-party
product or service—it can only be used to promote the New Composition and New Recording. You may
exploit the Video only on free-access internet video platforms (e.g., YouTube, Vimeo, Instagram,

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License Agreement for Invoice# PROGUEST_0062014001704806082_1480514610456627

Facebook, and/or Vevo), and you may not monetize the Video (on those platforms or otherwise). The
description of the Video on such video platforms must include credit to IOF as producer. You may not
license or permit the Video to be broadcast on television networks, or to be otherwise licensed to third
parties. For the avoidance of doubt, the New Composition and/or New Recording (and/or Beat) may not
be synchronized with or incorporated in any other audiovisual work—for example without limitation, in any
commercial, television show, film, or video game.
The Licensee may make the New Song available for sale in physical and/or digital form and sell 2500
downloads/physical music products and are allowed a maximum aggregate number of 30,000 monetized
audio streams across all services and platforms (for illustrative example, if the Video had 15,000 plays on
YouTube and the New Recording had 15,001 streams on SoundCloud, that would be a breach of this
paragraph). If you are approaching the foregoing cap on your rights to use the Beat, New Composition,
and New Recording, you must either remove the New Composition and New Recording from all
platforms, or you must purchase a new higher-level license of the Beat from Producer (e.g., an Unlimited
License), before exceeding the foregoing cap.The New Song may be available for sale as a single and/or
included in a compilation of other songs bundled together by Licensee as an EP or a full-length Album.
The New Song may be sold via digital retailers for permanent digital download in mp3 format and/or
physical format, including compact disc and vinyl records. For clarity and avoidance of doubt, the
Licensee does NOT have the right to sell the Beat in the form that it was delivered to Licensee. The
Licensee must create a New Song (or instrumental as detailed above) for its rights under this provision to
a vest. Any sale of the Beat in its 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.

c. No ContentID Registration. You may not register or permit the registration of the New Composition and/or New
Recording with any content identification system or service (for example without limitation, with YouTube's
ContentID, whether directly or through a third party). This is a non-exclusive license agreement, and the Beat
may have been or may yet be licensed to third parties for their own use; if any licensed users of the Beat tried to
register their derivative songs, the content identification system might improperly flag all other users of the Beat
as infringing uses.

d. No Direct Use of the Beat. For the avoidance of doubt, you are not getting any right to exploit the
Beat directly, only to create and exploit a New Composition and New Recording that incorporates the
Beat along with sufficient new and unique material to distinguish the New Composition and New
Recording from and not directly compete with the Beat.

5. PRO Registration: Producer has written and composed the Beat, which is commonly treated as one-half of the total
songwriting on a musical composition (and you agree that Producer retains a 50% ownership of the copyright in the New
Composition). You agree that any registration of the New Composition with relevant performance rights organizations
(e.g., ASCAP, BMI, etc.) will reference Producer having 50% of the total writer's share under Writter name: NIKOLAOS
GRIVELLAS, Writter ipi: 1047275070 and 50% of the total publisher's share under Publisher name: GRIVELLAS
PUBLISHING Publisher ipi: 1047274955

6. Royalties: In addition to the Basic License Fee, you agree to pay the following royalties to Producer, either
by directing the distributor of your records to do so (i.e., your record label, or the digital distribution company
you use, e.g., DistroKid), or by doing so yourself (e.g., to PayPal ID: [email protected], or via Producer
banking information that may be provided upon emailed request):
a. Mechanical Royalties. When a copy of a master recording like the New Recording is sold (either on a
CD, or when someone buys it on a service like iTunes) or streamed (e.g., on a service like Apple Music or
Spotify), copyright law requires that the songwriters get paid a royalty called a mechanical license. You
agree to make sure that Producer is paid mechanical royalties for Producer's 50% songwriting share of the
New Composition, at the minimum statutory rate, subject to no cap of that rate for albums and/or EPs.
b. Producer Royalties. For Producer's production of the Beat you intend to use in the New Recording, you
agree to pay Producer:
For audio streams on streaming platforms and Youtue Video Ad Revenue - ONLY AFTER New Song gets
more than 500,000 audio streams across all platforms (explained earlier) - 33% of everything you make from
the New Recording AFTER 500,000 streams. Before that limit is reached you will need to update your

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IOF: Mp3 Non Exclusive
License Agreement for Invoice# PROGUEST_0062014001704806082_1480514610456627

license by getting more licenses or Unlimited License, since MP3 license has a lower stream amount limit
(mentioned earlier). Royalties shall be accounted to Producer no less than 2x a year, and Producer shall
have customary audit
rights.

For everything other than audio streams on platforms and Youtube Video Ad revenue - 33% of everything
you make from New Song - 33% net song royalty (for example master use synchronization licenses, from
digital or physical sales of the Music Videos, etc.).

7. SoundExchange Registration: You agree that if/when you register the New Recording with SoundExchange
and comparable foreign collectors of master recording public performance royalties, you will direct the same
(e.g., by a letter of direction) to pay to Producer twenty-five percent (25%) of any and all public performance
royalties collected in connection with the New Recording, using the LOD forms available on their website:
https://www.soundexchange.com/

8. Credit: You will have the right to use and permit others to use Producer's approved name “IOF” for purposes
of the New Recording and for purposes of the New Composition, but solely in connection with uses of the
New Composition and New Recording permitted hereunder. You will use best efforts to have Producer
credited as a “producer” of the New Recording (e.g., “Produced by IOF”) and co-writer of the New
Composition (e.g., “Co-written by IOF [and other co-writers]” in any and all metadata, liner notes, and/or
other customary place for such credits in connection with all exploitations of the New Recording and/or New
Composition (as applicable), and in a manner no less favorable to Producer than credit accorded to any
other producer or songwriter of the master recordings and musical compositions (respectively) bundled with
the New Recording and/or New Composition. In the event of any failure to have Producer properly credited,
you will use reasonable efforts to cure such failure immediately on a prospective basis.

9. Ownership:
a. The Producer is and shall remain the sole owner and holder of all right, title, and interest in the Beat, including all
copyrights to and in the sound recording and the underlying musical compositions written and composed by
Producer. Nothing contained herein shall constitute an assignment by Producer to Licensee of any of the
foregoing rights. You may not register or attempt to register (or permit the registration or attempted registration)
of the Beat with the U.S. Copyright Office. You may own a copyright to the extent of your contributions embodied
in the New Song and New Recording (e.g., your topline lyrics, melody, and/or other new instrumental elements),
but any registration or claim of copyright as to the New Song and/or New Recording must be as a derivative work
disclaiming any ownership to the copyright(s) in the Beat. For the avoidance of doubt, there is no intention of the
parties for the New Composition and/or New Recording to constitute a joint work for purposes of copyright law,
and Producer does not herein grant to you any rights in or to any other derivative works that may have been or
may yet be created by third parties based on the Beat. Producer reserves to itself any and all rights in and to the
Beat not expressly granted to you herein. You 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 you hereby grant 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 you fail to execute same within
five (5) days after so requested by Producer.
b. 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. Breach by You:
a. If you fail to cure any breach of this Basic License Agreement within five (5) business days of Producer
providing you with written notice of a breach, Producer will have the right to immediately terminate this Basic
License Agreement, and if Producer notifies you of such termination, you will have no further right to use the

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License Agreement for Invoice# PROGUEST_0062014001704806082_1480514610456627

Beat in the New Composition, New Recording, and/or Video (and you must immediately cause them to be
no longer available to the public).
b. If you use the Beat, New Composition, New Recording, and/or any Video in a manner not expressly
permitted in this Basic License Agreement, you agree to pay Producer any and all amounts previously or
thereafter collected, received, or credited to you or any third party in connection with such exploitation of the
Beat, New Composition, New Recording, and/or Video (as applicable).
c. You recognize and agree that a breach or threatened breach by you of this Basic License Agreement
could cause irreparable injury to Producer, which may not be adequately compensated by monetary
damages. Accordingly, in the event of a breach or threatened breach by you, Producer shall be entitled to a
temporary restraining order and preliminary injunction restraining you from violating the provisions of this
Basic License Agreement.
d. Nothing herein shall prohibit Producer from pursuing any other available legal or equitable remedy in
connection with breach or threatened breach of this Basic License Agreement, including but not limited to
the recovery of monetary damages from you.

11. Licensor's Option: Licensor shall have the option, at Licensor's sole discretion, to terminate this License at
any time within three (3) years of the date of this Agreement upon written notice to Licensee. In the event
that Licensor exercises this option, Licensor shall pay to Licensee a sum equal to Two Hundred Percent
(200%) of the License Fee paid by Licensee. 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. Representations, Warranties, and Indemnification: a. Producer represents and warrants that Producer has the
full right and ability to enter into this Basic License Agreement and grant those rights granted herein.
Producer warrants that the exploitations of the Beat permitted 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.
b. You represent and warrant that exploitation of the New Composition and/or New Recording 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. Just to be clear, Producer takes no responsibility whatsoever as to any
elements added to the New Composition and/or New Recording by Licensee or any third party, and
Licensee indemnifies and holds Producer harmless for any and all such elements.
c. Parties hereto shall indemnify and hold each other harmless from any and all third party claims, liabilities, costs,
losses, damages, judgments, costs, and expenses as are actually incurred by the non-defaulting party (including,
without limitation, reasonable attorneys' fees) arising in connection with any breach or claim of breach of this Basic
License Agreement by the defaulting party, their agents, heirs, successors, assigns and employees, which have been
reduced to final judgment or settled with the defaulting party's consent. The non-defaulting party shall give the defaulting
party prompt written notice of all claims giving rise to indemnification obligations hereunder, and the defaulting party shall
have the right to participate in the defense of such claims with counsel of its choice at its sole expense.

13. Miscellaneous: In no event shall you be entitled to seek injunctive or any other equitable relief for any breach or non-
compliance with any provision of this Limited Lease Agreement. This Limited Lease Agreement constitutes the entire
understanding of the parties and cannot be changed or waived, in whole or in part, except in writing signed by both
parties hereto. This Limited Lease Agreement supersedes all prior agreements between the parties, whether oral or
written. Should any provision of this Limited Lease Agreement be held to be void, invalid or inoperative, such decision
shall not affect any other provision hereof, and the remainder of this Limited Lease Agreement shall be effective as
though such void, invalid or inoperative provision had not been contained herein. No failure by Producer hereto to
perform any of its obligations hereunder shall be deemed a material breach of this agreement until you give Producer
written notice of its failure to perform, and such failure has not been corrected within thirty (30) days of notice (or, if such
breach is not reasonably capable of being cured that quickly, Producer does not commence to cure such breach within
said time period, and proceed with reasonable diligence thereafter). This agreement shall be governed by and
interpreted in accordance with the laws of the State of California 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 Los Angeles County, State of California. You don't have the
right to make any money off the Beat, the New Composition, or the New Recording except as specifically allowed in this
Limited Lease Agreement. You shall be deemed to have signed, affirmed and ratified your acceptance of the terms of

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 IOF: Mp3 Non Exclusive
License Agreement for Invoice# PROGUEST_0062014001704806082_1480514610456627

this Limited Lease Agreement by virtue of your payment of the Limited Lease Fee to Producer and your electronic
acceptance of the terms and conditions (e.g., at the time of your payment of the Limited Lease Fee.

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