Rap Sheets: License Buyout

 

This Non-Exclusive Buyout Agreement (the “Agreement”), having been made on and effective as of the date the Rap Sheet request is made (the “Effective Date”) by and between RapSheets  (the “Producer” or “Licensor”) owned by GreenVisionX (a Texas Limited Liability Company) of 7500 W. Lake Mead Blvd Ste #9-622 Las Vegas, NV 89128, 9two9 Inc of 2108 N St. Ste C Sacramento, CA 95816; and Purchaser (“You” or “Licensee”), sets forth the terms and conditions of the Licensee's use, and the rights granted in, the Producer's  music file entitled (the “work”) in consideration for Licensee's initial payment of one thousand dollars $1000 (the “Buyout Fee”), on a so-called “Buyout License” basis.

 

This Agreement is issued solely in connection with and for Licensee's use of the Work pursuant and subject to all terms and conditions set forth herein.

1.   License Buyout Fee:

 

a. The Licensee shall make an initial deposit payment of two hundred fifty dollars ($250) of the License Buyout Fee to the Licensor upon signing this Agreement. This deposit secures the Licensee's commitment to the buyout process.

 

b. The License Buyout Fee is the one-time payment required for the acquisition of full ownership rights to the Work. It is important to note that the Agreement becomes valid only upon the complete payment of the License Buyout Fee.

 

c. The initial deposit does not represent the final License Buyout Fee and is designed to initiate the negotiation process for the customized license.

 

2.   Tiered Pricing Structure:

 

a. The final price for the License Buyout Fee will be tiered based on the customized nature of the jingle, theme song, or soundtrack, as follows:

 

Customized Jingle: $1000 - $5000

Customized Theme Song: $5001 - $10,000

Customized Soundtrack: $10,001 and above

 

All tiers and prices are subject to change and fully negotiable.

 

3.    Negotiation Process:

The final price for the License Buyout Fee will be negotiated between the parties based on the specific requirements for the customized work. This negotiation will include discussions on the level of customization, complexity, and exclusivity desired by the Licensee. Once the negotiation is complete, the final agreed-upon price will be documented in a separate statement or invoice, providing transparency and clarity on the payment terms.

 

4.   Conditions for Rights Grant:

a.    All rights granted to the Licensee in the Work are contingent upon the timely payment of the negotiated License Buyout Fee. b. The License Buyout Fee is a critical element for the completion of the Agreement, and the Licensor retains ownership rights until the full payment is received.

 

This structured approach to the License Buyout Fee ensures flexibility in accommodating various customization needs while providing a clear and transparent process for negotiation and finalization of the fee.

 

5.   Delivery of the Work:

a.   Licensor agrees to deliver the Work as a high-quality MP3 & WAV, as such terms are understood in the music industry.

b.   Licensor shall use commercially reasonable efforts to deliver the Work to Licensee within 21 business days after deposit payment of the License Buyout Fee is made. Licensee will receive the Work via email, to the email address Licensee provided to Licensor.

6.   Term:

The Term of this Agreement is indefinite once the License Buyout Fee has been paid in full, granting the Licensee perpetual rights to the Work without a specific expiration date.

7.   Use of the Work:

 

a. In consideration of the Licensee's payment of the License Buyout Fee, the Producer hereby grants the Licensee an unrestricted, non-exclusive, and transferable license, providing the right to fully utilize the Work without limitations. The Licensee is authorized to incorporate, include, and employ the Work in the creation of one (1) new work, hereinafter referred to as the "New Work." The Licensee is permitted to modify the arrangement, length, tempo, or pitch of the Work for public release.

 

b. This License affords the Licensee a global, non-exclusive license to use the Work as integrated into the New Work, as explicitly outlined herein, and is subject only to the sale restrictions, limitations, and prohibited uses detailed in this Agreement. The Licensee acknowledges and agrees that all rights granted herein are on a NON-EXCLUSIVE basis, and the Producer retains the right to license the Work, excluding lyrics, under similar terms to other potential third-party licensees.

 

 The work or New Work may be used for any promotional purposes, including but not limited to, a release in a single format, for inclusion in a mixtape or compilation of music bundled together (EP or album), and/or promotional, monetized digital streaming;

 Licensee may perform the work publicly for an Unlimited 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.). The New Work may be played on terrestrial or satellite radio stations;

 The Licensee is granted unlimited synchronization rights for the use of the Work or New Work with any audiovisual work, without any duration limitations. The Licensee may create and showcase the audiovisual work, commonly referred to as a "Video," without constraints on its length. The Licensee is permitted to upload the Video to the internet for digital streaming and/or  download by the public, including platforms such as YouTube and/or Vevo. No other synchronization rights are granted to the Licensee.The Licensee may make the work or New Work available for sale in physical and/or digital form

and sell unlimited downloads/physical music products and are allowed unlimited monetized audio streams, monetized video streams.

No royalty payment is required by the Licensor from the Licensee for any monetization of the Work. The Work or New Work may be offered for sale as a single or included in a compilation of other works bundled together by the Licensee as an EP or a full-length Album. The New Work may be sold through digital retailers for permanent digital download in mp3 format and/or physical format, including compact disc and vinyl records. To clarify, the Licensee has the right to sell the Work in its original form without the need for a royalty payment. The Licensee does not have to create a New Work (or instrumental as detailed above) for its rights under this provision to a vest.

5.   Unlimited Usage Rights: The Licensee acknowledges and agrees that there are no restrictions on the use of the Work or New Work, and expressly disclaims any actions or engagements that limit the Licensee's rights in the following ways:

 

a. The rights granted to Licensee are fully transferable, and Licensee may freely assign or transfer its rights to any third party.

 

b. The Licensee is permitted to synchronize the Work or New Work with audiovisual works without any limitations, including but not limited to television, commercials, film/movies, theatrical works, video games, and any other form on the internet. No separate sync fee is required for such usage.

 

c. Licensee may engage in any lawful activity, including copying, streaming, duplicating, selling, broadcasting, uploading, downloading, posting on websites, or distribution of the Work, either in its original form or in a substantially similar form. The Licensee may also share the Work file with individuals involved in the creation of the New Work.

 

e. The Licensee is not restricted from registering the Work and/or New Work with any content identification system, service provider, music distributor, record label, or digital aggregator. This includes providers like TuneCore or CDBaby. This freedom allows the Licensee to safeguard their rights without concern for copyright infringement takedown notices.

 

f. Regarding the underlying composition in the Work and the master recording of the Work: (i) The parties recognize the New Work as a "derivative work" under the United States Copyright Act; (ii) The creation of a joint work is not intended concerning the Work and/or the New Work; and (iii) The Licensor does not intend to grant any rights to other derivative works created by third-party licensees.

 

6.      Ownership:

a. Complete Relinquishment of Rights by Producer:

The Producer hereby irrevocably relinquishes all rights, title, and interest in the Work, including all copyrights to and in the sound recording and underlying musical compositions composed by the Producer, pursuant to the License Buyout Fee.

 

b. Ownership of Master Recording:

The Licensee shall exclusively own the master recording rights in the New Work. The Licensee is granted a license to utilize the Work in the New Work and to commercially exploit the New Work in accordance with the terms outlined in this Agreement. However, the Licensee acknowledges that the Producer retains the right to modify the original work and subsequently relicense the modified work to a third party. This provision does not affect the Licensee's ownership of any original musical components in the New Work created solely by the Licensee.

 

c. 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.

7.   Waiver of Mechanical Royalties:

If any selection or musical composition, or any portion thereof, recorded in the work or New Work hereunder is written or composed by Producer, whether in whole or in part, alone or in collaboration with others, or is owned or controlled, whether in whole or in part, directly or indirectly, by Producer or any person, firm, or corporation in which Producer has a direct or indirect interest, then such selection and/or musical composition shall be hereinafter referred to as a “Controlled Composition.” In recognition of the License Buyout Fee, Producer hereby waives any entitlement to receive mechanical royalties from Licensee for Controlled Compositions embodied in the work or New Work. This waiver applies globally, and Licensee shall not be obligated to pay any mechanical royalties to Producer for the exploitation of Controlled Compositions.

 

 

8.           Promotional Credit Agreement:

 

It is hereby agreed that the Licensee shall provide promotional credit to RapSheets for the work where credits are visible. Licensee is granted the right to use and authorize others to use Producer's approved name, approved likeness, and other approved identification, along with approved biographical material concerning the Producer, solely for trade purposes and without restriction, specifically in connection with the work or New Work recorded under this agreement.

 

Licensee is obligated to exert best efforts to verify the accuracy of credits during the proofing stage and promptly rectify any errors related to Producer's credit. In the event of any failure by Licensee to issue the credit to Producer, Licensee must promptly correct such failure on a prospective basis. The credit shall be presented in substantially the following form: "Produced by Rap Sheets. Written by Rap Sheets.

 

9.      Warranties, Representations, and Indemnification:

a.   Licensee hereby agrees that Licensor has not made any guarantees or promises that the Work fits the particular creative use or musical purpose intended or desired by the Licensee. The Work, its sound recording, and the underlying musical composition embodied therein are licensed to the Licensee “as is” without warranties of any kind or fitness for a particular purpose.

b.   Producer warrants and represents that he has the full right and ability to enter into this agreement, and is not under any disability, restriction, or prohibition with respect to the grant of rights hereunder. Producer warrants that the manufacture, sale, distribution, or other exploitation of the New Work 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. Licensee warrants that the manufacture, sale, distribution, or other exploitation of the work or New Work 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. The foregoing notwithstanding, Producer undertakes no responsibility whatsoever as to any elements added to the New Work by Licensee, and Licensee indemnifies and holds Producer harmless for any such elements. Producer warrants that he did not “sample” (as that term is commonly understood in the recording industry) any copyrighted material or sound recordings belonging to any other person, firm, or corporation (hereinafter referred to as “Owner”) without first having notified Licensee. The licensee shall have no obligation to approve the use of any sample thereof; however, if approved, any payment in connection therewith, including any associated legal clearance costs, shall be borne by Licensee. Knowledge by Licensee that “samples” were used by Producer which was not affirmatively disclosed by Producer to

Licensee shall shift, in whole or in part, the liability for infringement or violation of the rights of any third party arising from the use of any such “sample” from Producer to Licensee.

c.   Parties hereto shall indemnify and hold each other harmless from any and all third party claims, liabilities, costs, losses, damages or expenses as are actually incurred by the non-defaulting party and shall hold the non-defaulting party, free, safe, and harmless against and from any and all claims, suits, demands, costs, liabilities, loss, damages, judgments, recoveries, costs, and expenses; (including, without limitation, reasonable attorneys' fees), which may be made or brought, paid, or incurred by reason of any breach or claim of breach of the warranties and representations hereunder by the defaulting party, their agents, heirs, successors, assigns and employees, which have been reduced to final judgment; provided that prior to final judgment, arising out of any breach of any representations or warranties of the defaulting party contained in this agreement or any failure by defaulting party to perform any obligations on its part to be performed hereunder the non-defaulting party has given the defaulting party prompt written notice of all claims and the right to participate in the defense with counsel of its choice at its sole expense. In no event shall Artist be entitled to seek injunctive or any other equitable relief for any breach or non-compliance with any provision of this agreement.

10.    Miscellaneous: This Agreement constitutes the entire understanding of the parties and is intended as a final expression of their agreement and cannot be altered, modified, amended or waived, in whole or in part, except by written instrument (email being sufficient) signed by both parties hereto. This agreement supersedes all prior agreements between the parties, whether oral or written. Should any provision of this agreement be held to be void, invalid or inoperative, such decision shall not affect any other provision hereof, and the remainder of this agreement shall be effective as though such void, invalid or inoperative provision had not been contained herein. No failure by Licensor hereto to perform any of its obligations hereunder shall be deemed a material breach of this agreement until the Licensee gives Licensor written notice of its failure to perform, and such failure has not been corrected within thirty (30) days from and after the service of such notice, or, if such breach is not reasonably capable of being cured within such thirty (30) day period, Licensor does not commence to cure such breach within said time period, and proceed with reasonable diligence to complete the curing of such breach thereafter. This agreement shall be governed by and interpreted in accordance with the laws of  Nevada, United States 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 Nevada, United States. You shall not be entitled to any monies in connection with the Master(s) other than as specifically set forth herein. All notices pursuant to this agreement shall be in writing and shall be given by registered or certified mail, return receipt requested (prepaid) at the respective addresses hereinabove set forth or such other address or addresses as may be designated by either party. Such notices shall be deemed given when received. Any notice mailed will be deemed to have been received five (5) business days after it is mailed; any notice dispatched by expedited delivery service will be deemed to be received two (2) business days after it is dispatched.

 

11.    YOU ACKNOWLEDGE AND AGREE

THAT YOU HAVE READ THIS AGREEMENT AND HAVE BEEN ADVISED BY US OF THE SIGNIFICANT

IMPORTANCE OF RETAINING AN INDEPENDENT ATTORNEY OF YOUR CHOICE TO REVIEW THIS

AGREEMENT ON YOUR BEHALF. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE HAD THE

UNRESTRICTED OPPORTUNITY TO BE REPRESENTED BY AN INDEPENDENT ATTORNEY. IN THE EVENT OF

YOUR FAILURE TO OBTAIN AN INDEPENDENT ATTORNEY OR WAIVER THEREOF, YOU HEREBY WARRANT AND REPRESENT THAT YOU WILL NOT ATTEMPT TO USE SUCH FAILURE AND/OR WAIVER as a basis to avoid any obligations under this agreement, or to invalidate this agreement or To render this agreement or any part thereof unenforceable. This agreement may be executed in counterparts, each of which shall be deemed an original, and said counterparts shall constitute one and the same instrument. In addition, a signed copy of this agreement transmitted by facsimile or scanned into an image file and transmitted via email shall, for all purposes, be treated as if it was delivered containing an original manual signature of the party whose signature appears thereon and shall be binding upon such party as though an originally signed document had been delivered. Notwithstanding the foregoing, in the event that you do not sign this Agreement, your acknowledgment that you have reviewed the terms and conditions of this Agreement and your payment of the License Fee shall serve as your signature and acceptance of the terms and conditions of this Agreement.

 

You shall not be entitled to any monies in connection with the Master(s) other than as specifically set forth herein. You shall be deemed to have signed, affirmed and ratified your acceptance of the terms of this agreement by virtue of your payment of the License Fee to Producer and your electronic acceptance of the terms and conditions.