NON-EXCLUSIVE LICENSING AGREEMENT

 (FIXED TERM)

This Non-Exclusive Licensing Agreement (Fixed Term) (this “Agreement”) is effective as of the Effective Date (as defined below) and is entered into between BandLab Singapore Pte Ltd (“Licensor”) and you (“you” or “Licensee”). Licensor and you are together referred to in this Agreement as the “Parties” and each a “Party”.

This Agreement sets out the terms and conditions of Licensee’s use of, and the Rights (as defined below) granted in, the Licensor’s music track(s), beat(s), loop(s), or other content described in Schedule A attached hereto (“Work Recordings”, together with the Work Composition (as defined below), the “Work”) made available for licensing by Licensor on the BandLab Beats platform (“BandLab Platform”) operated by BandLab Singapore Pte Ltd (“BandLab Singapore Pte Ltd”; and together with its successors, assigns, affiliates, parents, subsidiaries, agents and representatives, collectively, “BandLab”). “Work Composition” means one or more musical compositions embodied in the Work Recordings.

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Parties, you are agreeing to the terms of this Agreement with Licensor, as follows:

1.              BANDLAB PLATFORM

1.1          The BandLab Platform is a platform used to make works available for licensing on the BandLab Platform and receive payment from such licensing. BandLab is not a party to the license transaction between the Licensor and you, and is not an agent or representative of either of the Parties.

1.2          The BandLab Platform is made available to the Parties on an “as is” and “as available” basis. The Parties agree that access to and use of the BandLab Platform and Work shall be at the Parties’ sole risk. No representations, warranties or endorsements of any kind, implied, express or statutory, including the warranties of non-infringement of third-party rights, title, merchantability, satisfactory quality or fitness for a particular purpose or use, and freedom from computer virus or other malicious, destructive or corrupting code, agent, program or macros, are made or given by BandLab in connection with the BandLab Platform, the Transaction (as defined below) or the Work, and are hereby expressly disclaimed in each case. Without prejudice to the generality of the foregoing, the following are hereby expressly disclaimed, and no warranties in respect of any of the following shall apply: (a) the accuracy, reliability, timeliness, adequacy, commercial value or completeness of the BandLab Platform, and any liability for errors, delays or omissions in the BandLab Platform, the Transaction and the Work, or liability for any action taken in reliance on the BandLab Platform,; (b) that the Parties’ use of and/or access to the BandLab Platform will be uninterrupted, timely, secure or free from errors or that any defects will be corrected; (c) that the BandLab Platform will meet the Parties’ requirements or are free from any virus or other malicious, destructive or corrupting code, agent, program or macros; (d) that any information, instructions or communications posted or transmitted by a Party through the BandLab Platform is secure and cannot be accessed by unauthorised third parties; (e) that any elements of the BandLab Platform, the Transaction or the Work designed to prevent unauthorised access, sharing or download of the Work will be effective; (f) that access to and/or use of BandLab Platform by the Parties will not infringe the rights of any third parties, including any intellectual property rights or rights of privacy/publicity; and (g) that the Parties’ use of the BandLab Platform is lawful or subject to protection (whether under copyright, moral rights or otherwise) in any particular jurisdiction.

1.3          Without limitation of, and in furtherance of the foregoing, the Parties acknowledge and agree (a) that BandLab does not have or maintain any control over the Work (or any Rights granted therein) or any transactions involving the Work (or any related Rights), save for making the Work available for licensing on the BandLab Platform in accordance with and subject to the BandLab TOS (as defined below); and (b) that BandLab bears no responsibility or liability whatsoever and shall not be liable for any loss, expense, cost, damage, liability, claim or proceeding suffered by the Parties or any third party arising out of, in relation to, or in connection with this Agreement, the Work, the BandLab Platform, or in respect of any transactions involving the Work or the exercise of any Rights granted hereunder. As used in this Agreement, “BandLab TOS” means the terms of service, terms and conditions, terms of use, or other governing terms or rules in connection with the BandLab Platform, as may be supplemented, replaced, updated, amended or otherwise modified by BandLab in its sole discretion from time to time.

1.4          Without limitation of the foregoing, BandLab is not responsible or liable for any quality or creative issues concerning the Work and is not responsible or liable for refund or replacement with respect to the Work for any reason.  Should BandLab determine that Licensee’s account information may be compromised due to Licensee’s personal device being infected with a virus, malware, other malicious code, or due to other theft of Licensee’s account information, BandLab reserves the right to invalidate, delete, or otherwise modify Licensee’s account in order to protect Licensee’s account, the accounts of account holders, and other BandLab systems from further damage or exposure. This may include proactively changing Licensee’s password.

1.5          Accordingly, Licensee, and its affiliates, divisions, and parents, and each of their successors, heirs, assigns, licensees, agents and designees, and the officers, directors, agents, representatives, shareholders and employees thereof (the “Releasing Parties”), hereby release and discharge BandLab, Licensor and their respective affiliates, subsidiaries, divisions, and parents, and each of their successors, assigns, agents and designees, and the officers, directors, agents, representatives, shareholders and employees thereof (collectively, the “Released Parties”), from any and all liabilities, losses, damages, costs, expenses, proceedings, actions and claims (including, without limitation, Losses related to a Released Party’s gross negligence any loss or damage to any computer hardware or software, any loss of data (including the Work), or any loss or damage from any security breach) (collectively, “Losses”) that Licensee may incur or have against any Released Party relating to or in connection with the foregoing Sections 1.1 – 1.4 (and any other releases given by Licensee under this Agreement), this Agreement, the Work, the Transaction, or the use of the BandLab Platform, whether such claims are known or unknown, foreseeable or unforeseeable, or occur before, during or after the Term (as defined below) of this Agreement. Licensee agrees not to sue, commence, voluntarily aid in any way, prosecute or cause to be commenced or prosecuted against the Released Parties any action, suit or other proceeding for any damage or loss suffered by any Releasing Party arising out of or in connection with the foregoing Sections 1.1 – 1.4, this Agreement (and any other releases given by Licensee under this Agreement), the Transaction, the BandLab Platform, or the Work, in this jurisdiction or any other.

1.6          In connection with the releases set forth in this Agreement, Licensee has read and understands that Section 1542 of the California Civil Code (“Section 1542”) provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT IF KNOWN BY HER WOULD HAVE MATERIALLY AFFECTED HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. On behalf of the Releasing Parties, Licensee therefore understands that unless Licensee voluntarily waives its rights under Section 1542 and/or any similar laws, statutes, rules or regulations in the applicable jurisdictions (collectively “Section 1542 et al.“), then in spite of Licensee’s waiver and release of liability set forth above, Section 1542 et al. prevents the Released Parties from being immune to claims which were unknown or unsuspected at the time of execution of this Agreement of claims which may have materially affected Licensee’s decision to sign this release of claims had Licensee known them at the time of execution. Releasing Parties do hereby voluntarily waive the rights described in Section 1542 et al., to the extent applicable, and elect to assume all risks for claims that exist, existed, or will exist, in Releasing Parties’ favour, whether known or unknown, relating to the subject of the releases set forth above.

2.              PAYMENT

2.1          You shall pay to Licensor the sum of $[Insert Amount] (the “License Fee”) and any other Charges (as defined below) through the BandLab Platform on the date of this Agreement (“Transaction”).  The “Effective Date” shall be the date and time upon which the later of all of the following shall have occurred: (a) you scroll to the bottom of this Agreement and click / check each of the checkboxes set forth respectively next to each of the following three clauses of text to indicate your final and binding affirmation and agreement to each of the following thereto: (i) “This License Agreement is a binding legal document. Check here to indicate that you have read and agree to the terms of this License Agreement”, (ii) “Check here to agree that this License Agreement shall amend the terms of any license agreement previously entered into between you and BandLab so as to incorporate any amended or otherwise modified terms set forth in the latest version of the Master License Agreement applicable to transactions on the BandLab marketplace” (together with the applicable link to the latest Form of Non-Exclusive Licensing Agreement (Fixed Term), as the case may be), (iii) “Check here to indicate that you have read and agree to the Terms of Use” (together with the applicable link to the BandLab TOS, (b) you type or sign your name and/or initials, or indicate some other form of affirmation (with the intention to be bound presumed inherent in completion of payment and completion of the aforementioned checkboxes), in the signature box provided, and (c) you complete, and Licensor actually receives, full payment of the License Fee in immediately available funds. Except where required by applicable law, the License Fee is non-refundable. In no event shall Licensee be entitled to use or access the Work or any Rights hereunder unless the Effective Date actually occurs.

2.2          You shall immediately pay to Licensor, and Licensor shall be entitled to directly collect, as applicable, any and all Licensor Derivative Works Monies (as defined below) in accordance with the terms and conditions of this Agreement.  For the avoidance of doubt, Licensor shall be entitled to utilize the power of attorney granted to Licensor under Section 12.1 below for the purposes of collecting all Licensor Derivative Works Monies.

2.3          Licensor assumes no liability or responsibility for any tax obligations (including VAT, corporate tax, indirect tax, personal income tax, withholding tax, and related compliance and filings) arising on Licensee or any third party in connection with this Agreement or otherwise.  Licensee shall be solely responsible for any such taxes. Nonetheless, Licensor and/or BandLab, as applicable, reserves the right to withhold any taxes, duties, charges or levies on payments in accordance with or as may be advisable under all applicable laws, rules and regulations.

2.4          Licensor and BandLab reserve the right to include within or add to the License Fee or the Transaction, any convenience charges, service charges, overhead charges, platform charges, statutory or governmental charges, credit card and other payment processing fees charges, and other miscellaneous charges (collectively, “Charges”) in connection with the Transactions and Licensee’s use of the BandLab Platform, as determined in Licensor’s and BandLab’s sole discretion. 

2.5          Licensor and BandLab reserve the right to require payment of additional or other fees or charges for certain additional services, features of any services, or uses or licenses of additional content purchased or licensed concurrently with the Transaction (and Licensee acknowledges and agrees that such other transactions shall be governed by the BandLab TOS and/or such other terms and conditions applicable thereto as determined by BandLab in its sole discretion.

2.6          Licensor and BandLab reserve the right to change its price lists, tiers of offerings and types of licenses, and to institute new charges at any time.  If any such changes shall have the effect of directly amending the terms of this Agreement, such amendment shall be subject to Section 13.4 of this Agreement.

2.7          All payments to Licensor and/or BandLab under this Agreement or in connection with the use of the Work and any New Track and/or New Track Composition (including all Licensor Derivative Works Monies) shall be made in immediately available funds in U.S. Dollars or in such other forms or currencies may be accepted by Licensor and BandLab, in Licensor’s and BandLab’s sole discretion.

3.              DELIVERY OF THE WORK

3.1          The Rights in the Work shall be made available to Licensee after payment in full of the License Fee is made through the BandLab Platform and such payment is received by Licensor in immediately available funds. BandLab shall determine the media, format and manner in which the Work is made available to Licensee in its sole discretion from time to time.

3.2          All Transactions are between solely you and Licensor, and BandLab will not have any responsibility or liability for any Transactions or any licenses or purchases relating to the Work. Any questions the Parties have with respect to the Transaction or the Work should be directed to the Licensor. BandLab is not responsible for any refunds or replacements with respect to the Transaction or any other Work that either Party licenses through the BandLab Platform. All transactions are final and non-refundable (except where prohibited by applicable law), and you will not be entitled to a refund unless offered by Licensor or otherwise determined by BandLab in BandLab’s sole discretion.

3.3          If you do not receive the Work licensed from Licensor under this Agreement, or if you otherwise have an issue with the Transaction, you shall only contact Licensor to attempt to resolve the applicable issue, and you may not contact BandLab with any such requests. The Parties understand and agree that the BandLab Platform is merely a platform used to sell music tracks, beats, loops, or other content, and BandLab has no responsibility and disclaims all warranties with respect to the BandLab Platform and the Work.

3.4          The Work licensed cannot be guaranteed to be available to you for the duration of the Term, and you may lose access to Work you license via this Agreement or otherwise through the BandLab Platform. The Parties bear all risk with respect to this Agreement and any other licenses that the Parties make through the BandLab Platform. You are encouraged to promptly download any Work you license through the BandLab Platform to your own devices so that you will retain control and possession of the Work even if BandLab removes (or is required to remove) the Work from the BandLab Platform. Nothing in this Agreement or otherwise shall require BandLab to continue to host or maintain the Work on the BandLab Platform.

3.5          The Parties acknowledge and agree that BandLab may in its sole discretion make available to you one or more additional copies of Work if, such additional copies are within BandLab’s control and in BandLab’s sole determination, you received a corrupted copy of the applicable Work, an incorrect file format version of the applicable Work, an incomplete copy of the applicable Work, or suffered a loss of the applicable Work through hard drive failure, damage, theft or destruction.

4.              TERM

4.1          This Agreement starts on the Effective Date and continues for a period of ten (10) years unless earlier terminated by Licensor in accordance with the terms below (the “Term”).

5.              INTELLECTUAL PROPERTY

5.1          In consideration of Licensee’s timely and satisfactory payment of the License Fee, and conditioned upon the absence of any actual or alleged breach by Licensee of this Agreement (or any term, condition, representation, warranty or covenant contained herein), Licensor hereby grants Licensee a worldwide, non-exclusive, non-transferable license for the Term to undertake the following acts (collectively, the “Rights”):

5.1.1    access, use, adapt, alter, modify the Work to create one (1) sound recording derivative work incorporating some or all of the Work in combination with other sounds contributed by Licensee (“New Track”);

5.1.2    distribute, stream, broadcast, reproduce, synchronise, license, sub-license, make available and otherwise communicate to the public the New Track via any and all mediums and media in any and all formats;

5.1.3    perform the New Track publicly for an unlimited number of for-profit performances and for an unlimited number of non-profit performances, including but not limited to, at a live performance, on terrestrial, digital or satellite radio, and/or on the internet via third party streaming or other digital services;

5.1.4    use the New Track in synchronisation with an unlimited number of audiovisual works uploaded to the internet for digital streaming and/or free download by the public;

5.1.5    make the New Track available for any promotional, advertising, marketing or endorsement purposes, whether on a gratis basis or for commercial purposes, in physical, digital or other media formats (including, without limitation, providing to the public unlimited non-monetised audio and video streams and free downloads);

5.1.6    make the New Track available for sale in physical, digital or other media formats and sell unlimited downloads, unlimited physical music products, and unlimited monetised audio and video streams; and

5.1.7    use, in any and all media and in any manner whatsoever, Licensor’s name solely in connection with crediting of the New Track, as follows: “Produced by BandLab”.

5.2          Licensee acknowledges and agrees that any and all Rights granted pursuant to this Agreement are on a non-exclusive basis for the duration of the Term, and Licensor shall continue to be entitled in its discretion to license the Work to other third party licensees or users. Licensor hereby expressly reserves all rights not expressly granted to Licensee under this Agreement (and Licensee hereby acknowledges the same).

5.3          Licensee is solely responsible for obtaining and paying for any third party consents, licenses and waivers and making all related payments in respect of any third party samples, interpolations or materials incorporated in the New Track (including in respect of any underlying musical composition(s) embodied in the New Track (such musical composition(s) embodied in the New Track, collectively, the “New Track Composition”)), and Licensee shall be solely responsible for any such consents, etc. with respect to the New Track (including for the avoidance any New Track Composition).

5.4          As between Licensee and Licensor, all copyright and other intellectual property rights in and to the Work, Licensor’s name and any other intellectual property or content of Licensor (“Licensor Intellectual Property”) shall be owned and retained exclusively by Licensor, subject only to the Rights granted under this Agreement. Nothing in this Agreement shall be construed to convey, and Licensee by virtue of this Agreement shall not acquire, any ownership interest in any Licensor Intellectual Property.  Without limitation of the generality of the foregoing, Licensor reserves all right, title and interest in the Work and any other Licensor Intellectual Property not expressly granted to Licensee in this Agreement.

5.5          As applicable to the Work and/or the New Track, there is no intention by the Parties to create a joint copyright work.

5.6          Licensee shall accord (and shall cause all third party designees, distributors, licensees, and other third parties to accord) credit to Licensor as set forth in Section 5.1.7 above anywhere the title of the New Track appears, including, in the liner notes of any record containing the New Track, the back cover of the LP, EP or single packaging (if any), on metadata in connection with electronic transmissions and in all ads placed or controlled by Licensee of one-quarter (1/4) page or larger featuring the New Track. Licensee shall not have any right to use the name, image, likeness, logo, music, depiction, caricature, voice, or other indicia of any artist or other third party that endorses, curates, promotes or otherwise appears alongside the Work or any other Licensor content in any promotional or other materials of Licensor.

5.7          BandLab shall have the right (but not the obligation) to use and exploit the New Track and Licensee’s name, image, likeness, trademarks, logos, depictions, voice or other indicia, in any and all media or medium throughout the universe in perpetuity for the purpose of promoting, marketing and advertising the BandLab Platform and any other platforms, applications or initiatives of BandLab or any of its affiliates.

6.              RESTRICTIONS ON THE USE OF THE WORK

6.1          The grant of Rights under this Agreement shall be subject to the following limitations and restrictions in this Section 6 and any other restrictions contained in this Agreement:

6.2         Licensee shall not (and shall not permit any third party to) engage in any unlawful or unauthorized 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 Work in the form, or a substantially similar form, as delivered to Licensee, save that Licensee may send the Work file to any individual musician, engineer, studio manager or other people who are working on the New Track so long as they agree to abide by the foregoing and so long as Licensee understands and agrees that Licensee shall be fully responsible for any unlawful or unauthorized use of the Work by Licensee or by any such third party.

6.3         The Rights in the Work granted to Licensee are non-transferable, non-assignable and non-licensable. Licensee may not transfer, license or assign any of its Rights in the Work hereunder to any third party.

6.4         Licensee shall not (and shall not permit any third party to) re-record, produce, arrange, mix, remix or create alternate versions (e.g., acoustic, sped up, slowed down, etc.) of the New Track or a sound recording embodying the Work Composition (as applicable) without first obtaining Licensor’s prior written consent thereto in each instance. The foregoing restriction shall not preclude Licensee from purchasing additional non-exclusive licensed uses of the Work via the BandLab Platform.

6.5         The Work Composition shall in no event be used separate and apart from the Work or used to create an imitative version of the Work (e.g., replays, sample replays, etc.).

6.6         Licensee shall not (and shall not permit any third party to) create an imitative or substantially similar version of the Work (e.g., replays, sample replays, etc.). 

6.7         Licensee shall not use, license, sub-license or otherwise exploit the New Track (or portions of the New Track) in a manner such that the use, license, sub-license or exploitation concerned is solely or substantially comprised of the Work (i.e., no samples within samples).

6.8         There shall be no use of Licensor’s name, image, likeness, trademarks, logos, depictions, voice or other indicia, whether in connection with the New Track or otherwise, except as expressly set forth in this Agreement.

6.9         Neither the Work nor the New Track shall be posted or otherwise made available by Licensee or any third party as a beat loop or sample for re-sale or re-use in any manner, whether made available as part of a pack or on a standalone basis, whether made available publicly or privately. Additionally, neither the Work nor the New Track shall be posted or otherwise made available by Licensee or any third party on or in connection with any competitor of the BandLab Platform (BandLab Platform competitors, include, without limitation, any sample or sample pack distributor or beats marketplace, and any application or software that provides DAW or social services similar to BandLab’s (and BandLab’s affiliates’) applications.

6.10     Licensee acknowledges and agrees that the Work and the Rights granted are being licensed to Licensee on a non-exclusive basis, and there may necessarily be similarities in the creation of other original sound recordings or musical compositions based on the same or similar Work and Rights (whether licensed to third parties by Licensor for similar purposes as stated herein or for any other purpose or opportunities). The mere existence of such similarities and the exploitation of such other recordings or materials shall not be deemed a breach of this Agreement or an infringement or violation of Licensee’s (or any third party’s) rights, and Licensee (on behalf of itself and any of its designees, licensees, agents, distributors, successors, assigns, and any party otherwise deriving rights through Licensee hereunder) hereby waives and shall not assert any potential or actual claims Licensee may have in connection with the foregoing.

6.11     In furtherance of the foregoing Section 6.10, neither Licensee nor any third party shall register the Work, the New Track or the New Track Composition with any content identification system, including without limitation, any content identification service provider, distributor, label or aggregator (e.g., YouTube Content ID, TuneCore, CDBaby, etc.). The purpose of this restriction is to prevent Licensee from receiving a copyright infringement takedown notice from a third-party who has also received a non-exclusive license to use the Work in a New Track. The Work may be tagged for content identification by Licensor as a pre-emptive measure to protect the Work and all interested parties in the New Track. If Licensee does not adhere to the foregoing restriction contained in this Section 6.11 (or cause its designees, licensees and/or distributors to adhere to the same), Licensee will be in material breach of this Agreement, and without limitation of Licensor’s rights and remedies under this Agreement, law or equity, the Rights (and any other rights granted by Licensor under this Agreement) may be immediately revoked in Licensor’s sole discretion, without notice or compensation to Licensee. In furtherance of this Section 6.11 and/or in furtherance of the other terms and conditions of this Agreement, Licensee expressly authorizes Licensor to submit, supplement, edit and/or remove information in respect of any and all content identification services for the purpose of resolving disputes, blocks, takedowns or other issues concerning the New Track and/or the New Track Composition.

6.12     Immediately upon the expiration or termination of the Term (whichever is earlier), if and until Licensee enters into a new license agreement with Licensor with respect to the use of Work, the New Track and/or the New Track Composition, (i) Licensee shall cease (and shall cause any of its designees, licensees, distributors, agents, successors and assigns) to cease any and all use or exploitation of the Work, the New Track, the New Track Composition and any Licensor Intellectual Property, (ii) all rights granted hereunder (including the Rights) shall revert to Licensor, and neither Licensee (nor any third party) shall have the right or ability to use or exploit any Rights, the Work, the New Track or the New Track Composition, (iii) any and all monies that accrue to, are credited to, or are actually received by Licensee (or any of its designees, licensees, successors, heirs or assigns) after such date of expiration or termination in respect of or otherwise attributable to the New Track or the New Track Composition shall immediately be paid over to Licensor, and Licensor shall be entitled to directly collect any such monies or royalties on Licensor’s behalf from the applicable publishers, collection societies and other third parties (as the case may  be), and (iv) upon Licensor’s election, all copyright and all other rights in and to the New Track and the New Track Composition shall be automatically and irrevocably assigned to Licensor and added to the applicable Licensor Derivative Works Shares, and Licensor shall have the sole and exclusive right to register (and/or amend any existing registration in) the copyright in the New Track and the New Track Composition to reflect ownership solely in Licensor’s name. For the avoidance of doubt, Licensor shall be entitled to utilize the power of attorney granted to Licensor under Section 12.1 below for the purposes of correcting any such registrations, collecting any such monies and enforcing any of Licensor’s other rights in connection therewith.  

7.              LICENSOR OWNERSHIP SHARES

7.1          All rights (including copyright and other intellectual property rights, and any and all rights of renewal and reversion) throughout the universe in perpetuity in and to the New Track (but excluding the Work and any other Licensor Intellectual Property as it is embodied in the New Track), shall be owned exclusively by Licensor (and/or Licensor’s designee or assignee as determined by Licensor), on the one hand, and Licensee, on the other hand, in accordance with the following percentage shares:

Owner                     Percentage Share

Licensor      25%

Licensee     75%

7.2          All rights (including copyright and other intellectual property rights, including all publishing rights and rights of collection and administration, and any and all associated rights of renewal and reversion) in and to the New Track Composition (but excluding the Work and any other Licensor Intellectual Property as it is embodied in the New Track Composition), shall be owned exclusively by Licensor and/or Licensor’s designee, Licensor’s assignee or such other third party, in each case as determined by Licensor in its sole discretion, collectively, “Licensor Composition Holder”), on the one hand, and Licensee, on the other hand, in accordance with the following percentage shares:

Owner                     Percentage Share

Licensor Composition Holder   50%

Licensee     50%

For all purposes under this Agreement, Licensor’s percentage share of the New Track shall be referred to as “Licensor’s Recording Share”, and Licensor Composition Holder’s percentage share of the New Track Composition shall be referred to as “Licensor’s Composition Share”; and together with Licensor’s Recording Share, both shall be collectively referred to as “Licensor Derivative Works Shares”.  For all purposes under this Agreement, Licensee’s percentage share of the New Track shall be referred to as “Licensee’s Recording Share”, and Licensee’s percentage share of the New Track Composition shall be referred to as “Licensee’s Composition Share”; and together with Licensee’s Recording Share, both shall be collectively referred to as “Licensee Derivative Works Shares”.

7.3          Without limitation of any of Licensor’s and/or Licensor Composition Holder’s rights, Licensor and/or Licensor Composition Holder, as applicable, shall have the unlimited perpetual right throughout the universe to register, administer, control and directly collect on Licensor’s Derivative Work Shares and put third parties on notice of the same. Without limitation of the foregoing, Licensor and/or Licensor Composition Holder shall at all times be entitled to collect, receive, register and be paid and accounted any and all monies, royalties, fees, advances, payments, windfalls or other compensation or consideration accruing or payable in respect of or arising out of or otherwise attributable to Licensor’s Derivative Work Shares (including, without limitation, from the use or exploitation of the New Track and/or the New Track Composition, as applicable), collectively, “Licensor Derivative Works Monies”.

7.4          Licensee shall at all times diligently cooperate with Licensor to make, amend and/or update any and all registrations and any information with third parties (e.g., performing rights societies, music publishers, record labels, distributors, governmental offices and agencies (e.g., the U.S. Copyright Office), etc.) to reflect the Licensor Derivative Works Shares, and to do all other actions necessary or advisable in Licensor’s discretion to further effect the purposes of this Agreement as concerns the Licensor Derivative Works Shares and the collection of Licensor Derivative Works Monies, (b)  Licensee shall not, nor shall it permit any third party, to take any act or make any claim, or file any proceeding or maintain any action seeking to invalidate or reduce any or all of Licensor Derivative Works Shares, (c) Licensor shall have the right make, amend and/or update any and all registrations and any information with third parties (e.g., performing rights societies, music publishers, record labels, distributors, governmental offices and agencies (e.g., the U.S. Copyright Office), etc.), on behalf of  itself and Licensee (including, for the avoidance of doubt, executing any documents or letters of direction in Licensee’s name pursuant to the power of attorney granted in Section 12.1 below), to reflect Licensor’s Derivative Works Shares, (d) any and all Licensor Derivative Works Monies received by or credited to Licensee (or any publisher, assignee, licensee, agent or designee thereof) shall be immediately credited, paid over to and accounted to Licensor and/or Licensor Composition Holder, as applicable, and (e) Licensee will not have any right to use or exploit Licensor Derivative Works Shares (including, without limitation, as part of commercial synchronizations of the New Track or any New Track Composition), and any and all such uses of Licensor Derivative Works Shares in the New Track and the New Track Composition shall require Licensor’s consent and agreement to such use on a case-by-case basis on terms and conditions acceptable to Licensor (or as may otherwise be agreed between the Parties pursuant to a separate written agreement).  Licensor shall not be liable or responsible to Licensee or any third party for collecting, paying or keeping track of whether it receives or is credited with any monies, royalties or other consideration or compensation in respect of Licensee Derivative Works Shares. Licensor shall be permitted to audit Licensee (and any of Licensee’s designees, licensees and publishers) with respect to the New Track the New Track Composition and any Licensor Derivative Works Monies; and if any such audit uncovers any underpayment by Licensee, Licensee shall be responsible for the costs and expenses of such audit.

7.5          Licensee shall be solely responsible for, and in no event shall Licensor or BandLab be liable or responsible for (a) registering Licensee Derivative Works Shares (if any) with all relevant publishers, performing rights societies, governmental offices and agencies, and other third parties, (b) administering Licensee Derivative Works Shares (if any), (c) collecting or paying any all monies, royalties or other consideration or compensation in respect of Licensee Derivative Works Shares (if any). Without limitation of the foregoing, in no event shall BandLab be required to register, or facilitate or assist the registration of, the New Track , the New Track Composition, Licensee Derivative Works Shares or any other works by or on behalf the Parties for any purpose (whether copyright or otherwise), or the payment or accounting of any monies or royalties in connection with the same. Licensee hereby expressly disclaims and releases, and agrees to indemnify, defend and hold harmless, the Released Parties from and against any and all liability or obligation to pay any royalties, monies or other compensation or consideration in respect of the New Track or the New Track Composition and any other Losses in connection therewith (whether sustained by Licensee or a third party).

7.6         Licensee acknowledges and agrees, on behalf of itself and any third party contributing any material, ideas or content embodied in the New Track or the New Track Composition (including any third party selected, furnished or engaged by or on behalf of Licensee, including, all producers, remixers, featured artists and co-writers, and all sample owners or other third party rights holders in connection with the New Track and/or the New Track Composition) (collectively, “Third Party Contributors”) that (a) any compensation or consideration due to such Third Party Contributors shall be borne solely and paid and accounted by Licensee, and (b) that Licensee Derivative Works Shares are “all-in” (i.e., inclusive of all percentage interests may be due to any Third Party Contributors (including in respect of samples or interpolations)), and neither Licensee nor any Third Party Contributor shall be entitled to make any claim against any Licensor Derivative Works Shares (and in no event shall Licensor or Licensor Composition Holder (as applicable) be required to reduce or modify its Licensor Derivative Works Shares, as applicable.  Consistent with the foregoing, all third-party royalties and/or any other compensation with respect to the New Track and the New Track Composition and payable to any Third Party Contributors, shall be the sole responsibility of Licensee, and paid solely by Licensee to Third Party Contributors in reduction of the royalties or other compensation payable to or otherwise received by Licensee in respect of Licensee Derivative Works Shares.  Licensee shall indemnify, defend and hold harmless the Released Parties from and against any and all claims, liabilities or obligations (and any Losses in connection therewith) to pay any royalties, monies or other compensation or consideration to any Third Party Contributors or other third parties in respect of the New Track or the New Track Composition (whether sustained by Licensee or a third party).

7.7          Licensor reserves the right to immediately terminate this Agreement and suspend Licensee’s account with or without notice to Licensee if Licensee (or Licensor believes or has reason to believe that) attempts to register ownership or control in Licensor Derivative Works Shares or collect on Licensor Derivative Works Monies. For the avoidance of doubt, in the event of such termination the provisions of Section 6.11 shall apply.

7.8          Licensee shall grant, and shall cause Third Party Contributors (and Licensee’s and Third Party Contributor’s respective publishers, licensees, designees and assigns) to grant, any licenses that Licensor or BandLab requests or requires for the use or exploitation of Licensee’s, Third Party Contributor’s (and/or Licensee’s and/or Third Party Contributor’s respective publishers, licensees, designees and assigns) respective shares of Licensee Derivative Works Shares (including, without limitation, commercial synchronization licenses), for which licenses Licensee (or Licensee’s publishing designees) shall receive its pro-rata share of income in respect of the applicable Licensee Derivative Works Shares derived from such license(s) (but in no event more than the appropriate proportionate share of that compensation actually received by Licensor / Licensor Composition Holder or their designees (net of all relevant transaction costs and expenses) with respect to such licenses, if applicable).  In the event that Licensee or any Third Party Contributor (or any of their respective licensees or designees), shall fail or refuse to issue a license as provided for pursuant to this Agreement, without limitation of any of Licensor’s rights or remedies under law or equity, (i) Licensor, on behalf of itself and Licensor Composition Holder, shall have the right to grant on behalf Licensee and any Third Party Contributor (and Licensee, on behalf of itself and any Third Party Contributor, hereby grant Licensor the right to grant) any licenses or consents that Licensor (and/or our designees) request or require for the use or exploitation of Licensee Derivative Works Shares (including, without limitation, commercial synchronization licenses), for which licenses Licensee’s, Third Party Contributors (or their respective publishing designees), as applicable, shall receive a pro-rata share of income in respect of the applicable Licensee Derivative Works Shares derived from such license(s) (but in no event more than the appropriate proportionate share of that compensation actually received by Licensor / Licensor Composition Holder or their designees (net of all relevant transaction costs and expenses) with respect to such licenses, if applicable); (ii) Licensee hereby irrevocably appoints Licensor as Licensee’s attorney-in-fact for the purpose of executing any instruments, agreements, documents or licenses in furtherance of the foregoing (and Licensor shall be permitted to use the power of attorney granted in Section 12.1 in furtherance of the foregoing), and (iii) Licensor or BandLab may submit this Agreement to the applicable society, agency or potential licensee and Licensee agrees, on behalf of itself and all Third Party Contributors (and their respective designees and publishers) that this Agreement shall be deemed to be good and sufficient evidence of Licensee’s intent and agreement to issue and cause the issuance of licenses in accordance with the terms and conditions hereof.

7.9          Without limitation of the foregoing, Licensee, on behalf of itself and any Third Party Contributor, hereby grants to BandLab a non-exclusive, fully-paid-up, royalty-free, universe-wide, perpetual, gratis license to use Licensee Derivative Works Shares for the purpose of marketing and advertising the BandLab Platform, and any other platforms, applications, initiatives or campaigns of BandLab or any of its affiliates. Licensee is solely responsible for taking all steps necessary to inform the applicable PRO, CMO or music publisher that Licensee is granting a royalty-free license to Licensor and BandLab for purposes of the public performance of the New Track Composition and to obtain all applicable waivers, consents or permissions and complete and submit any and all forms required by the PRO to effect the same. Licensee acknowledges and agrees that neither Licensor nor BandLab will have any responsibility for any fees or payments of any kind whatsoever that may be payable to any PRO, CMO or music publisher in connection with the public performance or publication of the New Track Composition by Licensor or BandLab

7.10           Where Licensee is a member of or affiliated to a PRO and has assigned or exclusively licensed certain rights in their compositions to a music publisher, Licensee shall take all necessary steps to ensure that such PRO and publishing designee give effect to the assignment and transfer of rights in the New Track and the New Track Composition to Licensor in accordance with the Licensor’s Composition Share and Licensor Derivative Works Shares, including without limitation, withdrawing the relevant compositions (or rights therein) from the control of the PRO or publisher (as applicable), obtaining all necessary waivers and completing all required forms and providing documentation to effect such transfer. Without limitation of the foregoing, Licensee shall also take all necessary steps to ensure that Licensor is paid Licensor’s Composition Share and Licensor Derivative Works Shares of any income and royalties generated from the New Track and the New Track Composition, including, without limitation, by directing their PRO and publisher to pay the corresponding percentage shares to Licensor (or Licensor’s nominee) and submit to the relevant parties all relevant letters of direction and evidence required to effect the same. Without limitation of the foregoing, if Licensee receives monies that were due to Licensor in accordance with this clause 7, Licensee shall be deemed to be holding such amounts on trust for Licensor and shall promptly remit the same to Licensor or Licensor’s nominee.  

8.              TERMINATION

8.1         Licensor may in its sole discretion immediately terminate this Agreement (i) for any reason or no reason at all (provided that in such case Licensor may in its sole discretion determine to refund Licensee if such termination is without cause and otherwise not arising from any of the following clauses (ii) through (v); (ii) if Licensee (or any third party deriving rights through Licensee) breaches any term, condition, representation, warranty or covenant contained in this Agreement or the BandLab TOS; (iii) if Licensee is involved in any intentional misconduct, or in any act that is negligent or reckless; (iv) Licensee commits any act of moral turpitude; or (v) Licensee disparages (or encourages and/or permits third parties to disparage) Licensor, the Work, BandLab or any promoter or sponsor thereof for any reason.  Without limitation of Licensor’s rights and remedies in connection with such termination, for the avoidance of doubt Section 6.11 shall apply.

8.2         Licensee shall not have any right to terminate this Agreement for any reason.  All transactions are final unless otherwise determined by Licensor in its sole written discretion.

9.              REPRESENTATIONS, WARRANTIES, Covenants and undertakings

9.1          Licensee represents, warrants, covenants and undertakes to Licensor that:

9.1.1    Licensee owns and/or controls all right, title and interest in and to the copyright and all other intellectual property rights in and to all materials contributed to or otherwise embodied by Licensee in the New Track or the New Track Composition (other than the Work);

9.1.2    Licensee shall comply with all applicable laws and regulations in connection with this Agreement;

9.1.3    Licensee is free to enter into and perform its obligations under this Agreement and has the right to grant to Licensor all rights granted by it to Licensor under this Agreement and the BandLab TOS;

9.1.4    Neither the New Track nor the New Track Composition infringes, and Licensor’s and BandLab’s exercise of their rights under this Agreement shall not, infringe the rights (including intellectual property rights) of any third party;

9.1.5    Licensee has not used any third party materials or intellectual property (including, without limitation, any samples or interpolations) in the New Track or the New Track Composition (other than the Work), and Licensee has secured any and all necessary releases and waivers from any Third Party Contributors;

9.1.6    Licensee has not entered into any contract or agreement with any third party preventing Licensee from performing its obligations or granting the rights it grants under this Agreement.

9.2          The Work is made available under this Agreement to the Licensee on an “as is” and “as available” basis. Licensee’s access to and use of the Work shall be at Licensee’s sole risk. No representations, warranties or endorsements of any kind, implied, express or statutory, including the warranties of non-infringement of third-party rights, title, merchantability, satisfactory quality or fitness for a particular purpose or use, and freedom from computer virus or other malicious, destructive or corrupting code, agent, program or macros, are given by Licensor in connection with the Transaction or the Work, and are hereby expressly disclaimed in each case. Without prejudice to the generality of the foregoing, Licensor and BandLab hereby expressly disclaim and make no warranties or representations regarding: (a) the accuracy, reliability, timeliness, adequacy, commercial value or completeness of the Transaction or the Work, and expressly disclaims any liability for errors, delays or omissions in the Transaction and the Work, or liability for any action taken in reliance on the Transaction or the Work; (b) that Licensee’s use of and/or access to the Transaction or the Work, will be uninterrupted, timely, secure or free from errors or that any defects will be corrected; (c) that the Transaction or the Work will meet Licensee’s requirements or are free from any virus or other malicious, destructive or corrupting code, agent, program or macros; (d) that access to and/or use of the Transaction or the Work by Licensee will not infringe the rights of any third parties, including any intellectual property rights or rights of privacy/publicity; and (e) that Licensee’s use of the Transaction or the Work is lawful or subject to protection (whether under copyright, moral rights or otherwise) in any particular jurisdiction.

10.          INDEMNITY

10.1      Licensee (on behalf of itself and any of its designees, licensees, agents, distributors, successors, assigns, and any party otherwise deriving rights through Licensee hereunder) (each an “Indemnifying Party”) shall indemnify, defend and hold harmless Licensor, BandLab, and each of their respective affiliates, subsidiaries, divisions, and parents, and each of their successors, assigns, agents and designees, and the officers, directors, agents, representatives, shareholders and employees thereof (collectively, “Indemnified Parties”), from and against all actions, proceedings, claims, judgments, costs, demands, liabilities, damages, losses, expenses and fees (including professional fees and expenses), fines and penalties which are suffered or incurred by any Indemnified Party, arising directly or indirectly out of or in connection with any breach of this Agreement by any Indemnifying Party, any act of negligence, default or neglect by any Indemnifying Party in connection with this Agreement, the Transaction, the Work, the New Track and/or the New Track Composition, any use of the Work, the New Track and/or the New Track Composition beyond the scope expressly permitted in this Agreement, and/or any samples, interpolations or other proprietary materials used, incorporated, furnished or selected by an Indemnifying Party.

11.          LIMITATION OF LIABILITY

11.1      TO THE FULLEST EXTENT PERMITTED BY LAW, NO RELEASED PARTY SHALL BE LIABLE TO LICENSEE, ANY OTHER RELEASING PARTY OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF SALES OR BUSINESS, LOSS OF ANTICIPATED SAVINGS, LOSS OF USE OR CORRUPTION OF SOFTWARE, DATA OR INFORMATION, AND LOSS OR DAMAGE TO GOODWILL) ARISING IN CONNECTION WITH THIS AGREEMENT, THE TRANSACTION AND/OR THE USE OR EXPLOITATION OF ANY WORK, THE NEW TRACK, THE NEW TRACK COMPOSITION OR ANY RIGHTS GRANTED HEREUNDER. 

11.2      NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR OTHERWISE, BUT WITHOUT LIMITATION OF SECTION 11.1 ABOVE OR ANY OTHER PROVISION WHICH LIMITS OR HAS THE EFFECT OF LIMITING LICENSOR’S LIABILITY, IN NO EVENT SHALL LICENSOR’S LIABILITY TO LICENSEE, ANY OTHER RELEASING PARTY OR ANY THIRD PARTY EXCEED THE AMOUNT OF THE LICENSE FEE ACTUALLY RECEIVED BY LICENSOR UNDER THIS AGREEMENT.

12.          FURTHER ASSURANCES

12.1      Licensor shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly do all things and execute and deliver all documents as may reasonably be required to give full effect to this Agreement and to further the purposes of this Agreement.  In furtherance of the foregoing, Licensee hereby grants to Licensor, a power of attorney, coupled with an interest, to execute for Licensee in Licensee’s name all such documents, forms, letters and other instruments necessary or desirable to effectuate the intents and purposes of this Agreement and to accomplish, evidence and perfect the rights and/or usage granted and/or licensed, as applicable, to Company or other parties under this Agreement (including, without limitation, to facilitate the registration by Licensor/Licensor Composition Holder of Licensor Derivative Works Shares and the collection by Licensor/Licensor Composition Holder of Licensor Derivative Works Monies). Upon complete execution thereof, Company will use commercially reasonable efforts to provide copies to Licensee of documents signed by Company in Licensee’s name hereunder, but Company’s failure to send any such copy shall not constitute a breach of this Agreement or invalidate the power of attorney herein granted.

13.          MISCELLANEOUS

13.1      No obligation to exploit. Licensee has no obligation to use or exploit the Work.

13.2      Notices. Notices may be delivered by a Party by registered pre-paid first-class post to the address as notified by the other Party in writing from time to time. Furthermore, Licensor may deliver notices to Licensee by email with read receipt requested to the email address notified by Licensee, or via notifications on the BandLab Platform, from time to time. Any notice sent by email is served upon acknowledgement of receipt and any notice sent by registered pre-paid first-class post is served 48 (forty eight) hours after it is sent.

13.3      Assignment. Licensee shall not be permitted to assign this Agreement or any of its rights or obligations, and any such assignment shall be void ab initio. Licensor shall be freely permitted to assign this Agreement and any of its rights or obligations hereunder.

13.4      Amendment.  Licensor shall be permitted to amend, supplement, modify or update this Agreement at any time upon written notice sent to Licensee (which may be sent via e-mail or other means as determined by Licensor in its discretion). Licensee shall be deemed to have accepted such amendment, supplement, modification or update at the time then-notified, or if not permissible pursuant to applicable law, then upon the earlier of (a) Licensee’s (or its designees, assignees, heirs and/or licensees) use of the Work or the BandLab Platform after receipt of such notice, or (b) Licensee checking the relevant required checkbox in any future licensing or other transaction on the BandLab Platform (regardless of whether such notice is received) and completing such relevant transaction. Notwithstanding the foregoing, there shall be no amendment to retroactively increase the base License Fee price without Licensee’s affirmative consent (which may be obtained via written means, checkbox, digital signature or typing, continued use of the Work or the BandLab Platform, or other legally acceptable or permissible means).  Licensee shall not be permitted to amend, supplement, modify or update this Agreement in any manner.

13.5      No Waiver; Remedies. A waiver by Licensor of any breach of this Agreement is not a waiver of any other breach. The failure of Licensor to enforce any term of this Agreement is not a waiver of Licensor’s rights to subsequently enforce such term. Licensor hereby reserves all of its rights to exercise all remedies under law, equity, contract or otherwise. In no event shall Licensee (on behalf of itself and any of its designees, licensees, agents, distributors, successors, assigns, and any party otherwise deriving rights through Licensee) be entitled to seek or receive equitable or other injunctive relief in connection with the Work, the New Track or the New Track Composition (or any use or exploitation thereof), the Transaction or this Agreement.

13.6      Interpretation. Titles and headings used in this Agreement are for reference only. Any reference to any statute or regulation includes any amendment, extension or re-enactment of the same.

13.7      Third Party Rights. Other than to the extent expressly provided herein with respect to the Released Parties and Indemnified Parties, no third parties have any rights under this Agreement.

13.8      Survival. All provisions of this Agreement that expressly or impliedly by their terms survive the expiration or earlier termination of this Agreement shall survive. For the avoidance of doubt, Sections 1, 5, 6, 7, 9, 10, 11, 12, and 13 shall survive the termination or expiration of this Agreement.

13.9      Severability; Entire Agreement. If any term of this Agreement is held to be invalid, the invalidity will not affect the remaining terms. This Agreement represents the entire agreement between the Parties with respect to its subject matter and supersedes any other oral or written agreements regarding the subject matter. Any modification of this Agreement must be in writing and signed by each Party.

13.10  Class Action Waiver. To the maximum extent permitted by applicable law, no claims may be initiated or maintained on a class action, collective action, or representative action basis either in court or arbitration.  Licensee (on behalf of itself and any of its designees, licensees, agents, distributors, successors, assigns, and any party otherwise deriving rights through Licensee) knowingly waives any right to participate in a class action, collective action, or representative action or as a member of any class action, collective action or representative action, and, to the maximum extent permitted by law, will not be entitled to and will decline to accept any recovery from a class action, collective action, or representative action, in any forum, concerning any dispute that could be asserted pursuant to this Agreement (“Class Action Waiver”). Licensee agrees that any disputes regarding the validity or enforceability of the Class Action Waiver may only be resolved by a civil court of competent jurisdiction and not by an arbitrator.  In any case in which (i) Licensee files a dispute as a class, collective or representative action, and (ii) a civil court of competent jurisdiction finds all or part of the Class Action Waiver invalid or unenforceable, then such elements of the dispute for which the court determined that the Class Action Waiver was unenforceable shall be permitted to proceed in a court of competent jurisdiction, but any remaining portion of the dispute must still be resolved in arbitration, including any individual claims or grievances (and in no event shall an arbitrator have authority to arbitrate any class, collective action or representative action). Licensee agrees that Licensor and/or BandLab may lawfully seek enforcement of this Agreement and the Class Action Waiver under applicable law and may seek dismissal of such claims.

13.11  Governing Law. Licensee agrees that this Agreement, and any dispute, controversy or claim arising out of or in connection with this Agreement (including any question as to the validity, existence, or termination of this Agreement), shall be governed by and construed in accordance with the laws of Singapore. Licensee agrees and consents that any dispute, controversy or claim arising under, out of or relating to this Agreement (including any question as to the validity, existence or termination of this Agreement), shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (the “SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this provision. The seat of the arbitration shall be Singapore. The Tribunal shall consist of one arbitrator appointed by the President of the SIAC. The language of the arbitration shall be English. The decision of the arbitrator shall be final and binding on all the parties to the Agreement. Licensor shall have the right to domesticate and convert such decision under the authority of the Courts of Singapore (or any other jurisdiction as Licensor may select).  Licensee shall keep confidential in perpetuity any and all information pertaining to any such dispute, controversy or claim, except to the extent required to be disclosed pursuant to applicable law. LICENSEE HEREBY WAIVES ANY CLAIMS OR OBJECTIONS TO THE VENUE OR LOCATION OF ARBITRATION OR DOMESTICATION BASED ON FORUM NON CONVENIENS OR A LACK OF PERSONAL JURISDICTION.

13.12  LICENSEE ACKNOWLEDGES AND AGREES THAT LICENSEE HAS READ THIS AGREEMENT AND HAS BEEN ADVISED BY LICENSOR OF THE SIGNIFICANT IMPORTANCE OF RETAINING AN INDEPENDENT ATTORNEY OF LICENSEE’S CHOICE TO REVIEW THIS AGREEMENT ON BEHALF OF LICENSEE. LICENSEE HEREBY ACKNOWLEDGES AND AGREES THAT LICENSEE HAS HAD THE UNRESTRICTED OPPORTUNITY TO BE REPRESENTED BY AN INDEPENDENT ATTORNEY.  IN THE EVENT OF LICENSEE’S FAILURE TO OBTAIN AN INDEPENDENT ATTORNEY OR WAIVER THEREOF, LICENSEE HEREBY WARRANTS AND REPRESENTS THAT IT WILL NOT ATTEMPT TO USE SUCH FAILURE AND/OR WAIVER TO OBTAIN AN ATTORNEY AGAINST LICENSOR, BANDLAB, OR ANY OF THEIR SUCCESSORS.

13.13  The terms and conditions of the BandLab TOS are hereby incorporated into this Agreement by reference, and this Agreement shall be subject to such BandLab TOS.  In the event of a conflict between this Agreement and any BandLab TOS, this Agreement shall prevail.

Schedule A – Description of Work

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