EXPIREBY2099 LIMITED NON-EXCLUSIVE SAMPLE LICENSE TERMS 

Thank you for choosing an expireby2099 sample.  In purchasing a limited non-exclusive sample license, you (“you”, “your”) agree to the following terms and conditions (“Terms”), which shall become effective immediately upon your downloading of the Sample:

1. Introduction:  I, Moses Massey p/k/a “expireby2099” (“me”, “my”, “I”, “mine”), am the author and copyright owner of the Sample; you wish to obtain a non-exclusive license to create a derivative work by adding lyrics, vocals, music, and other instrumental elements to the Sample; and I wish to grant such a non-exclusive license to you pursuant to these Terms.  If you purchase a “sample pack” or “bundle” containing multiple Samples, these Terms and the License granted herein apply individually and separately to each Sample included in the pack; all grants, conditions, streaming/sales limits, ownership splits, credit obligations, and other terms and conditions set forth herein shall apply to each individual Sample on a standalone basis.  For the avoidance of doubt, and without limiting the foregoing, you may only create one (1) New Work per individual Sample, and this limitation applies even if you choose to use multiple Samples on the same New Work (i.e., those individual Samples cannot then be used on additional New Works without purchasing a new license). 

2. Definitions: (a) “Major Label” shall refer to Universal Music, Sony Music, Warner Music, or a parent, subsidiary, or affiliate thereof, as well as any so-called “major independent” labels or distributors, such as InGrooves, The Orchard, Kobalt/AWAL, BMG, Empire, MNRK, and any comparable label or distributor, which has distributed an album and/or single exceeding an aggregate of (i) one-hundred thousand (100,000) streams across all platforms in any given calendar month or (ii) one million (1,000,000) cumulative lifetime streams across all platforms; (b) “New Composition” shall refer to the Sample Composition with your addition of significant lyrics and/or music; (c) “New Master” shall refer to the sound recording embodying your performance of the New Composition; (d) “New Work” shall consist of the New Composition and the New Master; (e) “Sample” shall consist of the Sample Composition and the associated Sample Master stems; (f) “Sample Composition” shall refer to all elements comprising the musical composition performed on the Sample Master; (g) “Sample Master” shall refer to the sound recording embodying my performance of the Sample Composition; and (h) the “Territory” shall be Worldwide.

3. License Granted:  Following your full payment of the Fee and your acceptance of these Terms, I hereby grant to you a non-exclusive (transferable solely as provided in Section 12 below) license (“License”) in the Sample, throughout the Territory, for the Term to: 

a. Create one (1) New Work by adding significant lyrics, vocals, music, and/or other instrumental elements to the Sample, provided that you shall be solely responsible for any and all costs and expenses associated with the creation, promotion, and distribution of the New Work and for clearance of any elements added to the New Work other than the Sample; 

b. Publicly perform and permit the public performance of the New Work;

c. Reproduce, distribute, stream, and sell, via any media now known or hereafter devised, whether such is the first or a subsequent recording (i.e., a mechanical license), up to one million (1,000,000) cumulative sales, digital downloads, audio-only physical copies, and audio-only streams across all formats, media, and platforms of the New Master and/or the Music Video which is released and distributed independently and not through a Major Label; and 

d. Combine the New Work with visual images to create: (i) one (1) music video (“Music Video”) for the New Work for up to one million (1,000,000) cumulative streams, sales, and downloads, combined with all audio-only streams, sales, and downloads, across all formats, media, and platforms; and (ii) an unlimited number of short-form promotional videos.  

4. Limitation of License:  The License granted herein shall expressly exclude the right to engage in any of the following, each of which would require the negotiation of a separate license between us: (a) lease, license, transfer, sell, re-sell, reproduce, distribute, or publicly perform the Sample in any manner by itself, or as a sound effect, loop, in a sample pack, or source material for any other form of sample, or otherwise utilize the Sample in any manner without the addition of significant lyrics, vocals, music, and/or other instrumental elements or otherwise outside of the New Work, or in any manner which is competitive to me; (b) combine the New Work with visual images (except for one Music Video and an unlimited number of short-form promotional videos), such as, without limitation, a television series, commercial, video game, documentary, visual podcast, talk show, or motion picture; (c) reproduce, distribute, sell, or stream more than one million (1,000,000) cumulative physical copies, digital downloads, and streams of the New Master and the Music Video across all formats, media, and platforms; (d) reproduce, distribute, sell, or stream any physical copies, digital downloads, or audio-only streams of the New Master through a Major Label; (e) “feed” the Sample into artificial intelligence or machine learning systems for training or cloning purposes; (f) register the Sample, New Master, New Work, or Music Video with any content identification, audio fingerprinting, or rights management system (including, without limitation, YouTube Content ID) in a manner that creates a block, copyright claim, or monetization claim against the Sample or any other authorized user of the Sample; or (g) transfer or assign the License to any third party, including, but not limited to, any record label, except as provided in Section 12 below.  Any of the foregoing shall be deemed a breach of these Terms.  In the event that cumulative streams of the New Master and the Music Video exceed one million (1,000,000) across all platforms, you shall provide immediate written notice to me (email to suffice), the Term of the License shall expire, and we shall negotiate the terms of a new license, to be determined in my sole discretion.

5. Term of License:  The term (“Term”) of the License shall commence upon your full payment of the Fee and shall continue thereafter unless and until: (a) cumulative streams of the New Master and the Music Video exceed one million (1,000,000) across all platforms, at which time the Term shall immediately expire, and we shall negotiate the terms of a new license, to be determined in my sole discretion; or (b)  you breach any of these Terms, at which time, without limiting any other rights or remedies available to me, the Term shall immediately expire.  Following expiration of the Term, the License and any and all rights and permissions granted to you hereunder shall terminate, and you shall immediately remove the Sample from the New Work and otherwise refrain from any use whatsoever of the Sample, unless and until we enter a new licensing agreement.

6. Copyright Ownership in the Masters:  I shall retain sole and exclusive ownership of one-hundred percent (100%) of the copyrights in and to the Sample Master, for the life of the copyrights therein, inclusive of renewals and extensions, throughout the Territory.  You shall retain sole and exclusive ownership of one-hundred percent (100%) of the copyrights in and to the New Master, excluding the Sample Master, for the life of the copyrights therein, inclusive of renewals and extensions, throughout the Territory.  Any copyright registration of the New Master shall expressly exclude the Sample Master.

7. Writer & Publisher Splits:  I shall retain sole and exclusive ownership of one-hundred percent (100%) of the copyrights in and to the Sample Composition, for the life of the copyrights therein, inclusive of renewals and extensions, throughout the Territory.  The rights, title, and interest, throughout the Territory, including any copyrights and renewals thereof, in each New Composition (regardless of the number of Samples used on the New Work), excluding the Sample Composition, shall vest twenty-five percent (25%) (twenty-five percent (25%) of the so-called “songwriter’s share” and twenty-five percent (25%) of the so-called “publisher’s share”) in me, with the splits of the remaining shares of each New Composition to be determined by you and any other co-writers, provided that in no event shall my shares of any New Composition be reduced below twenty-five percent (25%) without my prior written approval.  Each writer/composer shall administer its own publishing.  You shall accurately register and report each New Composition to the applicable performing rights organizations, inclusive of my share, which shall be reported as Moses Massey (ASCAP IPI no. 1330102428) / EXPIREBY2099 PUBLISHING (ASCAP IPI no. 1330102330), within fourteen (14) days following your first public performance or distribution of the New Work.  In the event that you fail to do so, I shall have the right to register the New Composition with the applicable performing rights organizations.  

8. Licensing Fee:  As good and valuable consideration for the License, you shall pay me a non-refundable licensing fee (“Fee”), as specified on my website, in addition to mechanical royalties as set forth below, prior to your downloading and use of the Sample.  The License shall be expressly conditioned on your payment in full of the Fee and your acceptance of these Terms.

9. Mechanical Royalties:  You further agree to pay me mechanical royalties, at rates no less favorable than those set forth by the United States Copyright Act, and applicable regulations, as of the commencement of the Term, in proportion to my ownership share of the copyright in the New Composition.  Monies due to me as mechanical royalties shall be calculated on a quarterly basis, with quarters to end December 31, March 31, June 30, and September 30, and such payments shall be made to me within thirty (30) days of the end of the quarter in which such monies were received by or on behalf of you and shall be accompanied by a statement of accounting.  At any time during the applicable statute of limitations period as set forth by governing law after any statement is rendered by you hereunder, I, or a certified public accountant on my behalf, shall have the right to audit your books and records with respect to such statement during normal business hours and with thirty (30) days’ notice to you, with such audits to take place at your principal place of business and not to exceed one (1) per calendar year.   

10. Producer Credit:  I grant to you the right to reproduce, print, publish, or disseminate my professional name “expireby2099” and approved photographs, likeness, and biographical materials, in any medium for informational, trade, and advertising purposes solely related to the New Work.   All reproductions, distribution, sales, streams, advertising, social media posts, public performances, and other uses of the New Work and the Music Video made by or on behalf of you shall be credited as “Produced by expireby2099”.

11. Representations, Warranties, & Indemnification:  You represent and warrant that: (a) either (i) you are at least eighteen (18) years of age, or (ii) you are under eighteen (18) years of age and your parent or legal guardian has reviewed and accepted these Terms on your behalf and hereby agrees to be bound by, and guarantees full compliance with, all obligations, warranties, restrictions, and indemnification obligations set forth in these Terms; (b) you are under no disability, restriction, or prohibition with respect to your ability to legally comply with these Terms; and (c) no act or omission by you hereunder, nor the New Work, will violate the rights or liabilities of any third party.  I shall not be responsible for any elements, other than the Sample, contained in the New Work, which are claimed to violate the rights or liabilities of any third party.  You agree to indemnify me upon demand and hold me harmless against any damages, costs, and fees, including attorneys’ fees, incurred in any claim, suit, litigation, or proceeding instituted by or against me and arising out of any breach or claimed breach by you of these Terms or your use of the Sample in the New Work.  Without limiting any of my other available remedies, I shall be entitled to seek injunctive relief as a result of your breach of any of these Terms.  

12. Limited Assignment:  You shall have a one-time, limited right to assign the License granted hereunder, on an individual, per-Sample basis, to a single recording artist (“Artist”) if required by such Artist in connection with the creation or release of a New Work containing the Artist’s performances which is produced by you and embodies such Sample. If you purchase a sample pack or bundle containing multiple Samples, this assignment right applies individually and separately to each Sample, such that the License for each individual Sample in the pack may be assigned to a different Artist.  Any such assignment is expressly conditioned upon execution by the Artist of a written instrument expressly agreeing to assume and be bound by these Terms as they pertain to that specific Sample and New Work and your delivery to me of such fully executed assumption agreement prior to any public performance, distribution, or release of the applicable New Work.  For the avoidance of doubt, no Artist shall have the right to further assign, transfer, or sublicense this License to any third party, including, but not limited to, any Major Label or independent record label.  Nor shall you otherwise have the right to assign or transfer any License, or any of your rights or obligations hereunder, except as expressly provided herein.  Any attempted assignment or transfer in violation of this subsection shall be void ab initio and shall constitute an immediate material breach terminating the License.  I shall have the right to freely assign any or all of my rights, title, interest, and obligations under these Terms, in whole or in part, to any third party.

13. Miscellaneous:  These Terms do not and shall not be construed to create a partnership or joint venture between you and me, and you and I each acknowledge and agree that we are independent contractors and not employees of the other.  These Terms shall be construed in accordance with the laws of the State of New York, and the place of jurisdiction shall be Queens County, New York for any possible dispute, suit, or other litigation arising hereunder.  Any provision of these Terms deemed invalid or unenforceable by a court of law with binding authority shall be severed, and the remaining provisions shall remain valid and enforceable.  A waiver by you or me of any of these Terms in any instance shall not be deemed or construed as a waiver of such term or any subsequent breach thereof.  You have the right to seek the advice of independent counsel concerning your rights, these Terms, and the advisability of agreeing to these Terms.  These Terms contain all the understandings, oral and written, of you and me relating to the subject matter hereof and cannot be changed or terminated except by writing signed by you and me.  In purchasing a limited non-exclusive license from me and downloading the Sample, you agree to be fully bound by the terms and conditions set forth herein.

expireby2099 Limited Non-Exclusive Sample License Term.v9.10/28/2026