LICENSE AGREEMENT

CART

| Non-Exclusive License Agreement (download *.pdf)

| Exclusive License Agreement (download *.pdf)

      Michael P. Productions (hereinafter referred to as the “Licensor” ) in accordance with the terms set out below grants to the customer (hereinafter referred to as the “Licensee”) a license for a non-exclusive use of “Music” hereafter downloaded/purchased from Michaelpproductions.de.

      1. Grant of Rights

      Licensee shall have the worldwide, non-exclusive, non-assignable, non-divisible right for the unlimited use of the Music only in synchronization or mechanical reproduction with other audio and/or visual elements added by Licensee for broadcast or non-broadcast purposes with only the following restrictions:

        (a) The Music cannot be duplicated by itself in whole or in part in any medium, tape or disc or otherwise, and resold, licensed, leased or in any other way used or transferred to any other party without the express prior written permission of the Licensor.

        (b) Licensee must obtain the prior written consent of Licensor if Licensee intends to reproduce and re-package the Music with additional recorded instrumentation and/or vocals and release it as part of a commercially available audio phono-record or visual release when the Music is a featured part of such project rather than an incidental or background element.

        (c) Licensee must obtain an additional license from Licensor if Licensee intends to use the Music in a Mass Produced and Marketed Product (including but not limited to DVD, CD-ROM, Video, Internet sales, Computer Games etc.) that exceeds initial sales of 5,000 units or 100,000 streams.

      2. Public Performance of the Music

        (a) Licensee shall have the worldwide, non-exclusive, non-assignable, non-divisible right to perform the Music publicly for non-broadcast purposes (including “message-on-hold” or “advertising-on-hold” applications transmitted via telephone systems including theatrical motion pictures and full length direct to video motion pictures when the Music is combined with other audio and/or visual elements added by Licensee and where the Music is not a featured part of any such presentation but rather an incidental or background element).

        (b) If Licensee’s use is an audio-visual use which is broadcast over television, radio, cable, satellite or similar medium, then Licensee agrees to exercise reasonable care to make such broadcast information available to Licensor so that Licensor can arrange to collect its performance fees on the Music from the performing rights society with which Licensor is affiliated.

      3. Licensor warrants that it is the holder of the copyright in the Music and/or has contracted the rights to the Music, it has full power and authority to enter into this license and to grant Licensee the permission accorded under this license.

      4. While Licensee by this license acquires the physical property embodying the Music (media) and the license to use the Music as described in this license, Licensee does not acquire any ownership rights in the Music or its underlying copyrights.

      5. If the Licensee does not comply with the terms of this license, or fails to pay for the license of the music, all rights granted to Licensee shall terminate, and Michael P. Productions reserves the right to any other remedy available by law.

      6. Licensee has to give credits to Licensor wherever the music is used. Unless written consent is obtained by Licensee for changes, credits shall be clearly visible and written exactly like this: “Music Written and Produced by Michael P. Productions – contact@michaelpproductions.de”.

 

      Michael P. Productions (hereinafter referred to as the “Licensor” ) in accordance with the terms set out below grants to the customer (hereinafter referred to as the “Licensee”) a license for an exclusive use of “Music” hereafter downloaded/purchased from Michaelpproductions.de.

      1. Grant of Rights

      Pursuant to this exclusive license agreement, Licensee shall have the worldwide, exclusive, transferable right to use the Music in connection with Licensee’s musical compositions. The Licensee is hereby granted rights and may synchronize the Music with other visual or audio performances of Licensee. Rights included in this license include unlimited profit and distribution of the master (containing the synchronized Music). Subject to payment of the license fee, Licensee is granted unlimited distribution, performance and radio rights under this agreement, subject to its restrictions. Licensee understands that the rights that are being granted to the Licensee in this agreement are exclusive and that the Licensor will have no authority and no right to grant other parties the right to use the Music that is being licensed in this agreement.

      2. License fee

      As a condition precedent to the grant as referenced in paragraph one above, Licensee agrees to pay Licensor a non-refundable license fee in consideration for the license to synchronize the Music referred to in this agreement and in its schedules.

      3. Restrictions

      Notwithstanding the exclusive license granted herein, Licensee hereby acknowledges and agrees that Licensee will not rearrange, or remove any melodies, instruments, drum programming or in any other way revise or change the Music from its original form.

      4. Clearance

      Licensor is not responsible for the clearing of samples. Licensee accepts full responsibility for clearing any and all samples used in the track (if any). Michael P. Productions cannot and will not be held liable for the misuse of any sampled material that Licensee uses in conjunction with the Music. Licensee hereby indemnifies and agrees to hold Licensor harmless for any damages incurred in connection with licensee’s use of the Music without appropriate clearances.

      5. Ownership

      The Licensee understands that, subject to this license, Licensor retains sole copyright and ownership of the Music. Licensee agrees that Licensor may file for copyright protection over the Music, if it deems advisable.

      6. Sub-License Restrictions

      Licensee hereby acknowledges that this license only allows Licensor to use the Music when coupled with additional material of licensee and not as a standalone instrumental. In the event Licensee attempts to resell the Music, as it exists without additional creative or material additions, Licensee shall disgorge all profits associated with such sub-license to be turned over to Licensor upon demand and without further action.

      7. Editing

      Licensee further agrees to refrain from editing the Music in any way, including without limitation, by changing the arrangement of the Music or by removing any melodies, instruments, drum programming, or sounds that are contained within the Music.

      8. Licensee must supply Michael P. Productions with at least one (1) copy of each final master recording created using the Music.

      9. Credit

      Licensee has to give credits to Licensor wherever the music is used. Unless written consent is obtained by Licensee for changes, credits shall be clearly visible and written exactly like this: “Music Written and Produced by Michael P. Productions – contact@michaelpproductions.de”.

      10. Conditional Royalty

      In the event a master recording containing the licensed Music is contained on an album where the gross receipts received by the label by virtue of the albums distribute exceeds five hundred thousand Euros (500.000,00), Michael P. Productions shall be entitled to a producer royalty of percent (4%) of Net Profits, retroactive to album one.

      11. This agreement shall be effective upon payment of license fee referenced upon in paragraph two above.