1. MUSICAL COMPOSITION LICENSING AGREEMENT.
This licensing agreement (āAgreementā) is hereby entered into on the day of submission by and between LA Underground Radio, including its subsidiaries, designees, and assigns (collectively, theāWebsiteā) and the undersigned licensor (āLicensorā).
1A. License. Subject to the terms set forth herein, Licensor hereby grants Website a non-exclusive, worldwide, and royalty-free license with respect to the musical compositions set forth on Exhibit āA,ā attached hereto and made part of this Agreement by this reference (collectively, the āCompositionsā). Pursuant to such license, Website shall be permitted, without limitation, to:
(a) Host and stream the Compositions to third party users via the Website (including, without limitation, via mobile applications and other streaming applications or platforms), including, without limitation, abbreviated clips or samples featuring the Compositions;
(b) Modify, alter, or edit the Compositions at Websiteās sole discretion (including, without limitation, with respect to the formatting and naming of files associated with or embodying the Compositions); and
(c) Utilize the Compositions in any Website marketing and promotion efforts.
1B. Limitations on License. Notwithstanding the foregoing, Website shall not:
(a) Create an option for Website users to download the Compositions;
(b) Incorporate the Compositions into any other copyrightable works. (Notwithstanding the foregoing, Website shall be permitted to allow users to create customizable playlists featuring the Compositions alongside third party musical compositions, and to use the Compositions as described in Subparagraph 1A(c) herein); nor
(c) Re-license the Compositions, in whole or in part, to any third party, except as permitted by the assignment provisions set forth in Paragraph 7 herein.
2. Removal. Website reserves the right, at its sole discretion and without notice to Licensor, to remove, block, or delete the Compositions, in whole or in part, from the Website for any reason. Further, Website shall remove the Compositions, in whole or in part, from Website within seven (7) days of Licensorās written request.
3. Name & Likeness. Licensor grants Website the non-exclusive, worldwide right to use Licensorās name (both legal and professional, and whether presently or hereafter used by Licensor), likenesses, other identification, and biographical material concerning Licensor in connection with the Compositions.
4. Consideration. For the avoidance of doubt, Website shall not pay Licensor any fees, royalties, or back-end compensation of any kind in connection with the Compositions and the licenses and permissions granted in this Agreement. For the further avoidance of doubt, Website shall not be required to make any payment whatsoever to any performing rights organization (PRO) (e.g. ASCAP, BMI, SoundExchange) and/or any NFT (Non-Frangible Token) in connection with the Compositions licensed hereunder. Websiteās hosting and streaming of the Compositions shall be deemed sufficient
consideration hereunder.
5. Warranties & Representations. Licensor hereby warrants, represents, and agrees that:
(a) Licensor is not under any disability, restriction, or prohibition, whether contractual or otherwise, with respect to Licensorās right to execute this Agreement, to grant the rights granted hereunder, and to perform each and every term and provision hereof.
(b) Licensor is the sole owner and/or administrator of all rights in and to the Compositions (or Licensor has obtained any and all necessary third party licenses and permissions) and no selections, materials, ideas, or other properties furnished or selected by the Licensor and embodied or contained in or used in connection with the Compositions will violate or
infringe upon any common law or statutory right of any person, firm or corporation, including, without limitation, contractual rights, copyrights, and rights of privacy. Website reserves the right to block or remove Licensor from Website if Licensor is found to have violated any terms in this Paragraph.
(c) Licensor agrees to and does hereby indemnify, save, and hold Website, its designees, licensees and assigns harmless from any and all damages, liabilities, costs, losses and expenses (including legal costs and reasonable attorneys' fees) arising out of or connected with any claim,
demand or action by a third party which is inconsistent with any of the warranties, representations, or covenants made by Licensor in this Agreement.
6. Entire Agreement. This Agreement sets forth the entire understanding between the parties hereto relating to the subject matter hereof. No modification, amendment, waiver, termination or discharge of this Agreement or of any of the terms or provisions hereof shall be binding upon any of the parties hereto unless confirmed by a written instrument signed by Website and by Licensor. No waiver by Website or Licensor of any term or provision of this Agreement or of any default hereunder shall affect either partyās respective rights thereafter to enforce such term or provision or to exercise any right or remedy in the event of any
other default, whether similar or not.
7. Assignment. At its sole discretion, Website shall have the right to assign this Agreement, in whole or in part, to any entity or third party without the consent or approval of Licensor. Licensor shall not have the right to assign any part if this Agreement hereunder unless permitted by Website in writing.
8. No Partnership; Joint Venture. Nothing herein contained shall constitute a partnership or a joint venture between Website and Licensor. No party hereto shall hold itself out contrary to the terms of this Paragraph, and neither Website nor Licensor shall become liable for any representation, act, or omission of the other contrary to the provisions hereof. This Agreement shall not be deemed to give any right or remedy whatsoever to any third party unless such right or remedy is specifically granted in writing to the third party.
9. Severability. If any provision of this Agreement shall be held void, voidable, invalid, or inoperative, no other provision of this Agreement shall be affected as a result thereof, and accordingly, the remaining provisions of this Agreement shall remain in full force and effect as though such void, voidable, invalid, or inoperative provision had not been contained herein.
10. Governing Law; Disputes. This Agreement is subject to the laws of the State of California, without regard to any conflict of law principles. Any controversy, dispute, or claim of whatever nature arising out of, in connection with, or in relation to the interpretation, performance or breach of this Agreement shall be settled at the request of any party to this Agreement by final and binding arbitration (āArbitrationā) administered by JAMS, Inc. (āJAMSā). The Arbitration shall be conducted in Los Angeles County, California. There shall be a single arbitrator (āArbitratorā). The Arbitration shall be administered by and in accordance with the then-existing rules of practice and procedure of JAMS Optional Expedited Arbitration Procedures (āOEAPā). OEAP are accessible from the JAMS website, www.jamsadr.com.
AGREED and ACCEPTED as of the date of submission.
5 EXHIBIT āAā This Exhibit āAā is made part of that licensing agreement (āAgreementā) entered into by and between LA Underground Radio, including its subsidiaries, designees, and assigns (collectively, the āWebsiteā) and the submitter(āLicensorā). The files and information submitted shall constitute the list of Compositions. The parties hereby agree to the list of Compositions.
