Terms

SAMPLE LICENSE AGREEMENT The following (the “Agreement”) sets forth the terms and conditions of the agreement with respect to the purchase by you (“Licensee”) of the “Sample Pack” (as hereinafter defined) from TONETREAT (“Licensor”). By purchasing the Sample Pack, you hereby agree to abide by the following terms and conditions (as may be amended by Licensor from time to time).

1. SAMPLE PACK. The Sample Pack shall mean those samples of master recordings featuring the performances of the Licensor (the “Samples”) as compiled and bundled together into one (1) product package as delivered by secure digital download. Any new song or piece of instrumental music created by the Licensee which incorporates at least one of the Samples shall be referred to as a “New Song.”
2. GRANT OF RIGHTS.

a. In consideration for Licensee’s purchase of the Sample Pack, the Licensor hereby grants Licensee a limited non-exclusive, nontransferable license, to incorporate, include and/or use the Samples in the preparation of master recordings, multimedia presentations and any reasonable musical purposes within separate musical compositions, subject to Sections 3 and 4 below. All rights not expressly granted to Licensor are reserved exclusively by Licensor, including, for the avoidance of doubt, ownership of all rights (including Copyrights) to the Samples. b. Licensee MAY NOT use the Samples or any part thereof in isolation as sound effects or as loops or as part of any competitive products that are sold or relicensed to third parties. c. Licensee shall not have the right, in any circumstance, to re-distribute, license, convey, sell or transfer any Sample or portion thereof “as-is” or in its original format (in other words, alone and without using the Sample in connection with the creation of a wholly new work) via any method or medium, including, without limitation online, digitally or physical discs and the rights granted to Licensee are specifically contingent on Licensee using Samples as part of a wholly-new work that combines additional musical or other media material and in no event may you use, distribute, license or sell any Sample alone or not in conjunction with other material.

3. NON-COMMERCIAL USE. The Licensee shall have the right to use the Samples on a so-called “royalty free” basis in connection with promotional or otherwise “non-commercial" uses, including but not limited to, a release in single format, for inclusion in a mixtape or free compilation of music bundled together (EP or album), and/or promotional, non-monetized digital streaming on platforms such as Soundcloud and YouTube.
4. COMMERCIAL USE. The Licensee shall not be entitled to make any New Songs available for sale in physical and/or digital form without first entering into a long-form agreement with the Licensor in connection with that New Song, which shall provide the Licensor with a producer royalty and pro- rata ownership of the underlying composition embodied in the New Song, subject to the parties’ negotiation in good faith.
5. OWNERSHIP.

a. The Licensor is and shall remain the sole owner and holder of all right, title, and interest in the Samples, including all copyrights thereto. Nothing contained herein shall constitute an assignment by Licensor to Licensee of any of the foregoing rights. Licensee may not, under any circumstances, register or attempt to register any New Songs and/or the Samples with the U.S. Copyright Office without the Licensor’s consent. b. THE LICENSEE IS EXPRESSLY PROHIBITED FROM REGISTERING THE SAMPLES AND/OR NEW SONG WITH ANY CONTENT IDENTIFICATION SYSTEM, SERVICE PROVIDER, MUSIC DISTRIBUTOR, RECORD LABEL OR DIGITAL AGGREGATOR (for

example: TuneCore or CDBaby, and any other provider of user-generated content identification services). The purpose of this restriction is to prevent you from receiving a copyright infringement take down notice from a third party who also received a non-exclusive license to use the Samples in a New Song. The Samples have already been tagged for Content Identification (as that term is used in the music industry) by Licensor as a pre-emptive measure to protect all interested parties in the New Song. If you do not adhere to this policy, you are in violation of the terms of this License and your license to use the Samples and/or New Song may be revoked without notice or compensation to you.

6. REPRESENTATIONS AND WARRANTIES. Licensee represents and warrants that the use of any Sample shall not infringe on the rights of any third party or create any liability on behalf of Licensor or Licensor’s subsidiaries, affiliates or assignees.
7. DISLCAIMERS. The Licensee also hereby acknowledges that as part of using the Tonetreat website, the Licensee may have access to materials that are hosted by another party, and Licensee agrees that it is impossible for Licensor to monitor such materials and that Licensee accesses these materials at his or her own risk.
8. INDEMNIFICATION. The parties each hereby agree to mutually indemnify and hold each other harmless against any third-party claim, liability, documented cost and expense (including reasonable outside attorneys’ fees and reasonable, actual and documented court costs) in connection with any third-party claim which is inconsistent with any agreement, covenant, representation, or warranty made by that party hereunder, provided such claim is reduced to a final, adverse judgment by a court of competent jurisdiction or settled with the indemnifying party’s prior written consent.
9. ASSIGNMENT. Licensee shall not have the right to assign this Agreement or any of Licensee’s obligations hereunder without the Licensor’s consent which may be withheld for any reason.
10. NOTICES. Notices hereunder shall be in writing, via email (if written confirmation may be obtained), facsimile (if written confirmation may be obtained), or certified mail. The date and time of confirmation (for facsimile or email) or certification shall be the date and time of such notice, unless such date and time do not fall between 9:00 a.m. and 5:00 p.m. (recipient’s time zone) on a business day, in which case the date and time shall be deemed to be 9:00 a.m. on the next business day. A courtesy copy of all notices to Licensor shall be sent to Law Office of Adam C. Freedman PLLC, 223 Bedford Ave., Ste A PMB 2005, Brooklyn, NY 11211, Attn.: Adam Freedman, Esq. Email: adam@acfreedmanlaw.com.
11. REMEDIES. This Agreement shall be governed by the laws of the State of New York, and any controversy or claim arising out of or in relation to this Agreement shall be resolved by arbitration in accordance with the rules and procedures of the American Arbitration Association (AAA) before a single arbitrator in New York City. The arbitrator will be instructed to award attorney’s fees and arbitration costs to the prevailing party, and the resultant decision shall be enforceable in any court having jurisdiction over the party to be bound thereby. A waiver of any breach shall not waive a prior or subsequent breach.
12. MISCELLANEOUS. This Agreement contains the entire understanding of the parties as to the subject matter hereof, and all prior Agreements as to such subject matter have been merged herein. Artist acknowledges that Artist has had the opportunity to consult with counsel regarding this Agreement. If any provision of this Agreement is invalid, void or unenforceable, the remainder of this Agreement shall remain in full force and effect. This Agreement may not be altered in any way except by an instrument signed by the parties. This Agreement may be signed in counterpart (and/or facsimile and/or PDF), each of which shall be deemed an original, but all of which together shall constitute the Agreement.