THIS AGREEMENT, made and entered into on %MFS_ORDER_DATE% serves as a legally binding contract between BeatsCraze ("Licensor") and %MFS_CLIENT_NAME% ("Licensee"). This agreement grants the Licensee exclusive rights to the instrumental named "%MFS_BEAT_NAME%" ("Track"). .

2. Licence

2.1. This Licence Agreement is a binding legal agreement between you and Beatscraze and is comprised of the following:

(a) The terms and conditions set out below; and

(b) The invoice provided to you by Beatscraze (“Invoice”) for the applicable licensing fee set out therein (“Fee”) which lists the name of the Track you are licensing (collectively, the “Agreement”).

2.2. This Agreement and the Licence shall commence on the date that you pay the full Fee to Beatscraze for the applicable Track (“Commencement Date”).

2.3. Subject to Beatscraze’s receipt of the full Fee and subject to you complying with the further terms set out

in this Agreement, Beatscraze grants to you the exclusive right to reproduce, distribute, sell, hire, publish,

publicly perform, edit, remix, adapt, synchronise, and otherwise exploit the Track throughout the World in

perpetuity (“Licence”) wholly royalty free, without any further payments due to BeatsCraze from such

exploitation.

2.4. For the avoidance of doubt, under the Licence you are entitled to:

(a) distribute unlimited copies of the Track;

(b) Add vocals or additional instrumentation to the Track (subject to mutual agreement on copyright ownership split);

(c) Alter the arrangement, length, tempo, or pitch of the audio content of the Track;

(d) Manufacture and reproduce the Track for distribution via all media now known or hereafter invented; and

(e) Licence the Track (“as is” without a vocal performance or with additional parts) to 3rd parties in your sole discretion.

2.5. Beatscraze agrees not to enforce any YouTube monetization or similar collection services in connection with your use or exploitation of the Track. You may only use YouTube monetization or similar collection services in connection with your use or exploitation of the Track through the YouTube channel that you upload the Track onto and not third party channels.You agree not to use any third party YouTube revenue collection services to forcefully monetize third party works incorporating the Track where such third parties have lawfully purchased a non-exclusive license to the Track prior to the Commencement Date of this Agreement.

2.6. As a condition of the Licence, you acknowledge and agree Beatscraze may have entered into contracts with third parties, for non-exclusive license of the Track, and you agree that any such licence which is already in effect shall remain in effect for the term in each of those respective third party agreements and you shall make no claim against Beatscraze or any third party with respect to same. Beatscraze agrees not to license the Track after the Commencement Date of this Agreement.

3. Restrictions

3.1. Notwithstanding anything else contained herein, you are not authorised to do any of the following in respect of the Track:

(a) Use in connection with any unlawful activity, or in any manner or any means which may be deemed by Beatscraze (in its sole discretion) to be detrimental to Beatscraze including but not limited to any obscene, defamatory or other immoral uses (if in doubt, request permission for your proposed use); and

(b) Use the Track in any manner that breaches the terms and conditions set out in this Licence

Agreement.

4. Payment and Delivery

4.1. Payments made through our online beat store will be processed through either PayPal or direct

credit/debit. All files (mp3/wav/stems) will be delivered via email once payment of the Fee is received by

Beatscraze. Beatscraze agrees to remove the Track from the Beatscraze online store(s) once the full Fee is

received.

5. Sample Clearances

5.1. You warrant to Beatscraze that you are solely responsible for the clearance of any uncleared samples on

the Track (as notified by Beatscraze to you at the time of the Licence) or any samples or other third party

contributions which are added to the Track by you or any third party authorised by you following purchase

of the Licence.

6. Credits

6.1. We will mutually agree on all credits and document on the Split Sheet.

7. Warranties & Indemnities

7.1. You warrant and represent to Beatscraze that you have the right and authority to enter into the applicable

Licence Agreement and that you will comply with all obligations set out in this Agreement.

7.2. You hereby agree to fully indemnify, defend and hold Beatscraze, its directors, employees, agents,

licensors, assignees, and affiliates forever harmless from and against any and all liability, costs, damages

and expenses (including legal fees), which arise from, or in connection with your breach of this Licence

Agreement including your breach of Clause 5.1 above.

7.3. Beatscraze represents and warrants that it has the right and authority to enter into the applicable Licence

Agreement with you and grant you the rights granted therein.

8. Disclaimers and Exclusions

8.1. To the fullest extent permitted by law, Beatscraze makes no warranty, express or implied, regarding the

Track, including but not limited to any implied warranties of fitness for purposes or merchantability.

8.2. You acknowledge and agree that you assume full responsibility and liability in respect of any third party

claims related to the Track and you fully indemnify Beatscraze and its directors, employees, agents,

licensors, assignees, and affiliates forever harmless from and against any and all liability, costs, damages

and expenses (including legal fees), which arise from, or in connection with same.

8.3. You agree that Beatscraze shall not, under any circumstances, be liable to you for indirect, incidental,

special or consequential loss or damages arising from or in connection to the use of any Track, or any

provision of this Agreement. Further, Beatscraze’s maximum aggregate liability for any claim against

Beatscraze made by you, shall be limited to the Fees stated in the relevant Invoice and actually paid by you

to Beatscraze in connection with the relevant Track.

9. Termination

9.1. This Licence Agreement shall terminate immediately by notice in writing from Beatscraze in the event:

(a) that you breach any terms of this Agreement

9.2. In the event that this Licence Agreement is terminated pursuant to Clause 9 above, you shall immediately cease using the Track and shall delete and/or destroy all copies of the Track supplied hereunder. Further, in the event of termination Beatscraze shall have the right to pursue any rights and remedies available at law, which may include (but is not limited to) seeking injunctive relief and damages against you for copyright infringement.

10. General

10.1. This Agreement represents the entire agreement between the parties and may only be varied in writing signed by both parties.

10.2. The laws of Queensland, Australia govern this Agreement and the parties agree to submit to the jurisdiction of Queensland, Australia.

10.3. In the event that any provision of this Agreement is held to be invalid, that provision shall be severed and the remainder of the Agreement shall continue on in full force and effect.

10.4. You agree to sign any and all other documents required to give effect to the terms of this Agreement.

10.5. Beatscraze shall be entitled to assign this Agreement to any third party acquiring all or a substantial part of Beatscraze. You may not assign this Agreement to a third party without the prior written consent of Beatscraze.

10.6. You acknowledge and agree that you have had the opportunity to obtain independent legal advice from an experienced entertainment lawyer in respect of this Agreement, and have either obtained such advice or waived your right to do so.

10.7. By paying the Invoice, and using the Track, you are deemed to have read, understood and accepted the terms of the applicable Licence Agreement and you hereby agreed to be bound by the Licence Agreement.

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