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.

2. Definitions:  The following definitions shall apply to these Terms: (a) “New Composition” shall refer to the Sample Composition with your addition of lyrics and music; (b) “New Master” shall refer to the sound recording embodying your performance of the New Composition; (c) “New Work” shall consist of the New Composition and the New Master; (d) “Sample” shall consist of the Sample Composition and the Sample Master; (e) “Sample Composition” shall refer all elements comprising the musical composition performed the Sample Master; (f) “Sample Master” shall refer to the sound recording embodying my performance of the Sample Composition; and (g) the “Territory” shall be Worldwide.

3. License Granted:  Following your full payment of the Fee, I hereby grant to you a non-transferrable, non-exclusive 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 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, up to one million (1,000,000) cumulative sales, and downloads, audio-only physical copies, digital downloads, and audio-only streams across all formats, media, and platforms, combined with any music video streams, sales, and downloads, of the Derivative Recording (“mechanical license”) which is released and distributed independently and not through a so-called “major label” (all of the following a “Major Label”), including Universal Music, Sony Music, Warner Music, or a subsidiary or affiliate thereof, or on a so-called “major independent” label or major independent distributor, such as InGrooves, The Orchard, Kobalt/AWAL, BMG, Empire, MNRK or a comparable label or distributor, or any other label or distributor which has distributed any album and/or single which has exceeded an aggregate of one-hundred thousand (100,000) streams across all platforms in any given calendar month, or greater than an aggregate of one million (1,000,000) streams on all platforms; and 

d. Combine the New Work with visual images to create one (1) “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.  

4. Limitation of License:  The License granted herein shall expressly exclude the following, each of which would require the negotiation of a separate license between us: (a) the right to 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 other instrumental elements or otherwise outside of the New Work, or in any manner which is competitive to me; (b) the right to combine the New Work with visual images other than to create one (1) music video or other promotional video for the New Work, such as, without limitation, a television series, commercial, video game, documentary, visual podcast, talk show, or motion picture; (c) the right to reproduce, distribute, sell, or stream more than one million (1,000,000) cumulative physical copies, digital downloads, and streams of the Derivative Recording and the music video, if any, for the Derivative Recording, across all formats, media, and platforms; (d) the right to reproduce, distribute, sell, or stream any physical copies, digital downloads, or audio-only streams of the New Master through a Major Label; or (e) the right to transfer or assign the License to any third party, including, but not limited to, any record label.  Any of the foregoing shall be deemed a breach of these Terms.  In the event that cumulative streams of the Derivative Recording and the music video, if any, exceed one million (1,000,000) across all platforms, you shall provide immediate written notice to me (email to suffice), at which time 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 Derivative Recording and the music video, if any, exceed one million (1,000,000) across all platforms, at which time the Term shall 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 the New Composition, excluding the Sample Composition, shall vest: (a) fifty percent (50%) (fifty percent (50%) of the so-called “songwriter’s share” and fifty percent (50%) of the so-called “publisher’s share”) in all writers of the lyrics and so-called “topline” elements of the New Composition; and (b) fifty percent (50%) (fifty percent (50%) of the so-called “songwriter’s share” and fifty percent (50%) of the so-called “publisher’s share”) shall be split equally between all composers, including me, of the musical and instrumental elements of the New Composition.  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 performance 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.

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 my representatives, 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, music videos, advertising, social media posts, public performances, and other uses of the New Work made by or on behalf of you shall be credited as “Produced by expireby2099”.

11. Warranties & Indemnification:  You warrant and represent that you are under no disability, restriction, or prohibition with respect to your ability to legally comply with these Terms and that 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. Miscellaneous:  These Terms do not and shall not be construed to create a partnership or joint venture between you and I, 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 I of any 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 I relating to the subject matter hereof and cannot be changed or terminated except by writing signed by you and I.  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.