Rapchat Licensing Agreement

1. Article 1 — Your Acceptance

   1. By submitting instrumental sound recordings (“Beat(s)”), including any and all musical composition(s) embodied therein, to the Company through the Service, as defined below, You signify Your agreement to the terms, conditions and provisions of this Agreement.
   2. Company may, in its sole discretion, modify or revise this Agreement and Company policies at any time. Any time we make such modifications or revisions, we will provide You with no less than two (2) weeks' notice prior to such updates taking effect. Such notice will be provided by email to the most current email address that we have on file as well as being posted on the Rapchat Mobile App and Rapchat Website (defined below). If You do not wish to be bound by any such revisions to the Agreement, You must Terminate the Agreement as provided below in Section 11.2. Your failure to Terminate this Agreement prior to such revisions becoming effective (as provided in such notice), shall constitute your agreement to such revisions, and You shall be bound thereto.

2. Article 2 — Service

   1. Company operates the mobile application “Rapchat” (“Mobile App”), a website presently located at www.rapchat.com (“Website”), a Facebook page, Twitter page, SoundCloud page, YouTube page, and other related platforms (collectively, the “Service”). Users of the Service (“User(s)”) create new, derivative sound recordings by recording lyrics, melodies, and/or other sounds (collectively, “User Contributions”) over Beats on the Mobile App. Each such instance of combined User Contributions and Your Beat being hereinafter referred to as a “New Work”, collectively “New Works”.

3. Article 3 — Grant of Rights

   1. License to Company. In order for Company to provide the Service, You grant the Company a worldwide, non-exclusive, royalty-free, sublicensable and transferable right and license to use, reproduce, distribute, prepare derivative works of, synchronize, display, and publicly perform (i) the Beat(s) and (ii) any accompanying images, motion graphics, or media (collectively “Artwork”), in connection with the Service and Company's (and its assigns' and successors') legitimate business interests. In connection therewith, Company shall have the right, but not the obligation, to feature Your Beat(s) on the Mobile App. If in its sole discretion, the Company fails to include and/or removes the Beat(s) from the Mobile App, unless otherwise terminated in accordance with Article 11, Company shall maintain the right to feature the Beat(s) on the Mobile App at a later time.
   2. License to Users. Subject to the provisions of this Agreement, You grant to each User of the Service a worldwide, non-exclusive, sub-licensable right and license during the Term to:
      1. solely as enabled through the functionality of the Mobile App, access, use, reproduce, edit, adapt, modify, and prepare derivative works of the Beat to create New Works; and
      2. solely as enabled through the functionality of the Mobile App, combine such New Work(s) with any information, data, text, images, videos, audio recordings, graphics, or other forms of digital media (collectively, “User-generated Content” or “UGC”); and
      3. reproduce, display, publicly perform, export, upload, link to, or otherwise share the New Work(s) and/or UCG on (i) the Service, (ii) as enabled through the functionality of the Mobile App, Company's third-party affiliates' (our “Affiliates”) platforms (e.g. website, mobile app, etc.), or (iii) solely for personal, non-commercial purposes, on such Users' personal social media accounts. In such cases, Your Beat(s) shall be further subject to the privacy policies and terms and conditions of such third-party platforms, which may have different rights, rules, and policies regarding their respective platforms than provided herein. It is Your responsibility alone to review such third-party terms and conditions and privacy policies and by submitting Your Beat(s) to the Service, You expressly agree to be bound thereto.
   3. Artwork. If You fail to provide Artwork to the Company for your Beat(s), Company shall have the right to use an image, chosen in its sole discretion, to accompany such Beat(s) on the Service. Additionally, Company shall have the further right to determine, in its sole discretion, if any such Artwork provided by you violates Company standards and in such event, remove or replace such Artwork.
   4. Name, Image, and Likeness. You further grant to Company, Company's affiliates, its Distributor, and Users, the right, throughout the universe and in perpetuity, to display and otherwise use Your legal and/or stage name (if You have one) and all artwork, song titles, all trademarks, service marks, logos and trade names, and all artist, songwriter, producer and mixer names and approved likenesses, each as embodied in metadata within the Beat(s) or otherwise provided by You, in connection with the exploitation of the rights granted herein, and in any marketing, advertising or promotional materials for the Service. You will be deemed to have approved any artwork, photographs, biographical material or other information or materials that You provide to us.

4. Article 4 — Term

   1. Term. This “Term” of this Agreement shall consist of the period commencing upon the date of execution of this Agreement by You and shall continue until terminated by either party in accordance with Article 11 below.

5. Article 5 — Ownership & Administration

   1. Beat; Ownership and Rights Retained by You. The Beat, standing alone, is, and shall continue to be, a separate and independently copyrightable sound recording and musical work (i.e. the composition) wherein all right, title, and interest are owned solely by You. Accordingly, nothing contained herein shall constitute an assignment by You to Company, its Affiliates, Distributor, or Users of any rights in-and-to the Beat unless otherwise stated herein. For the avoidance of doubt, neither Company, its affiliates, its Distributor, nor Users shall own the intellectual property rights to the composition embodied in, nor the sound recording of, the Beat solely by virtue of this Agreement. Company, its Affiliates, Distributor, and Users are solely licensed the right to exploit the Beat in the New Work and UGC in accordance with the terms and conditions of this Agreement. Any rights in-and-to the Beat not specifically granted herein are retained by You. Notwithstanding the above, all User Contributions written and recorded by User shall be owned by the authoring User and such User shall be free to continue using (and owning) the same independently of the Beat.
   2. New Work; Ownership, Registration, and Administration. As it regards the ownership and administration of the New Work, the following shall apply:
      1. Master. Subject to Section 5.1 above, the authoring User shall own and administer fully the master sound recording (the “Master”) comprising the New Work.
      2. Composition.
         1. Subject to Section 5.1 above, with respect to the composition embedded in New Work Master (the “New Composition”), together with the related publishing interests associated therewith, such interests shall be split between the parties as follows:
            User:

            Fifty Percent (50%)

            You:

            Fifty Percent (50%)
         2. As a condition of this agreement, You must provide Your complete and accurate writer and publisher (if applicable) information including the name of Your affiliated performing rights organization and writer IPI number to Company. Solely in the event You make Your Beats available for the Distribution Feature (as defined below), Company shall direct the authoring User to register the above-identified interests and rights to the underlying composition of the New Work with its Performing Rights Organization (“PRO”) and shall simultaneously identify and register the Your share and ownership interest in the New Composition in accordance with the splits identified above.
         3. Both You and the authoring User shall have the right to administer solely Your respective interests in the New Composition, throughout the world, during the full term of worldwide copyright.
   3. Data. You agree that, as between You and Company, Company shall own and, subject to applicable privacy laws, have the unfettered right to exploit any and all information and/or data arising from and/or generated, obtained, and/or acquired by Company in connection with the use of the Service by You or Users incorporating Your Beat into a New Work (the “Data”), including, without limitation, demographic, statistical, usage, or anonymized Data relating to the Beat(s).

6. Article 6 — Compensation

   1. Gratis Grant. Subject to Section 6.2 below, You agree that all rights and entitlements of every kind granted by You in this Agreement, shall be on a gratis (free) basis and without expectation of compensation, royalty, or similar remuneration. For the avoidance of doubt, You shall not be entitled to any monetary payment or other consideration from Company, our Affiliates, or from Users. You acknowledge the promotion and exposure to the users of the Service constitute full and valuable consideration.
   2. Distribution Royalty. Notwithstanding 6.1 above, solely in the event You elect to make Your Beat(s) (as embodied in New Works created hereunder) eligible for distribution to digital service providers (DSP) (the “Distribution Feature”) through the Service's DSP distribution partner (our “Distributor”), as full and complete consideration for the rights granted by You hereunder, Company shall pay You a royalty (“Your Royalty”) as defined as follows: unless otherwise mutually-agreed to by User and You, as evidenced by timely notice to Company, Company shall pay You a royalty of Fifty-Percent (50%) of any and all monies that we actually earn and receive in U.S. Dollars in the U.S.A. from such Distributor solely with respect to the commercial exploitation of any such New Work featuring your Beat. The forgoing Royalty shall be inclusive of any third-parties payment obligations as further described in Section 8.3 below and in no way shall Company, our Affiliates, Distributor, or Users be responsible for the same.

7. Article 7 — Credits

   1. Credit. With respect to the New Work(s), Company shall instruct and use best efforts to cause User and, where applicable, Distributor, to credit You on metadata in connection with electronic transmissions controlled thereby. Any inadvertent, non-repetitive failure or any failure by User, Company, or Distributor to provide credit shall not be deemed to be a breach of this Agreement, provided that following written notice from You, User and/or Distributor use best commercial efforts to cure or instruct applicable third parties to prospectively cure any such credit failure, and promptly with regard to digital sales and streams. In no event shall You be entitled to an injunction in connection with a breach of these credit provisions.

8. Article 8 — Your Responsibilities

   1. Rights Organization Notice. In the event You are affiliated with a PRO, rights management, or other collection society (“Rights Organization”) to which You have granted the non-exclusive right to administer the public performance rights in and to Your recordings and/or compositions, You agree to notify each such Rights Organization, in accordance with the requirements of Your applicable Rights Organization membership agreement(s), of Your agreement to grant the direct public performance licenses as provided in this Agreement.
   2. Third-Party Rights. You are solely responsible for and must have obtained all necessary rights, licenses, waivers, clearances and permissions, including without limitation all music publishing rights and licenses in order to distribute, reproduce, display, publicly perform, synchronize with audiovisual works or otherwise exploit the Beat(s) (including the embodied composition(s)), throughout the universe, and any other materials which You provided to Company, in order to enable Company, our Affiliates, our Distributor, and Users to fully exploit all the rights granted hereunder free of any claims, liens, encumbrances or other restrictions. Your uploading of Beats and delivery of any other materials shall be Your unqualified warranty and representation to us that You have obtained any and all such rights required and necessary for Company, our Affiliates, our Distributor, and Users to distribute, publicly perform, promote, and otherwise exploit Your Beats and any provided materials as contemplated under this Agreement, including the waiver of all so-called “moral rights”, under the laws of any jurisdiction, on Your behalf as well as on behalf of any and all contributors involved in any manner with the creation and delivery of Your Beat(s). For the avoidance doubt, neither Company nor any User of Your Beat shall be liable to You or any third-party having an interest in such Beat(s), including any composition or recorded material incorporated therein, for any royalty, monies, payments, or other obligation, other than, with respect to Company, Your Royalty.
   3. Third-Party Entitlements. Without limiting anything in this Agreement, You are solely responsible for and shall timely pay (i) any and all royalties, including without limitation all mechanical royalties and synchronization fees, and all other amounts due to artists, producers, mixers, engineers, licensors and any other royalty participants from the sales, license, performance and/or other exploitation of Your Beat(s) and any other materials provided by You, (ii) any and all royalties, including without limitation all mechanical royalties and synchronization fees, that may be payable by You to the owners or administrators of copyrighted recordings (e.g., samples) and/or musical compositions embodied in Your Beats, (iii) all payments that may be required under union, guild or other collective bargaining agreements applicable to You or third parties, and (iv) any other royalties (including without limitation mechanical royalties), fees and/or sums payable with respect to Your Beats and any materials provided by You, including, without limitation, any royalties that may be required to be paid, pursuant to the applicable laws of any jurisdiction, as a result of authorized exploitations by Company.

9. Article 9 — Representations and Warranties

   1. Your Representations and Warranties. You represent and warrant to Company as of the date of Your submission of the Beat(s) that (i) You are at least 18 years of age and have the legal capacity, right and authority to enter into this Agreement (ii) You own or are otherwise fully vested of the necessary copyrights and other rights in order to make the grant of rights, licenses and permissions herein, and that the exercise of such rights, licenses and permissions the Indemnified Parties (as defined below in Section 10.1), shall not violate or infringe any applicable law, rule or regulation or the rights of any third party; (iii) You have secured all third-party grants of rights, consents, licenses and permissions necessary, including without limitation mechanical, synchronization and any other licenses from copyright owners or proprietors, to grant all rights and licenses and otherwise fully perform all obligations hereunder, and shall make all payments and otherwise comply with all of Your obligations under this Agreement; (iv) Your Beats and any materials provided by You, including, without limitation, Artwork, do not and will not, and the authorized use thereof by the Indemnified Parties, shall not, infringe any copyright, trademark or other intellectual property or other rights (including without limitation rights of publicity, privacy or moral rights), of any third party, or violate any applicable treaty, statute, law, order, rule or regulation; (v) the files containing Your Beats and any materials provided by You, including, without limitation, Artwork, that You upload or otherwise provide to us do not and will not contain any bugs, viruses, trojan horses or other defects or harmful elements or digital rights management restrictions; (vi) there are no actual or threatened claims, litigation, administrative proceedings or other actions regarding Your Beats and any materials provided by You, including, without limitation, Artwork, or otherwise adverse to full exploitation of all rights and licenses granted hereunder; (vii) all data, metadata, and information provided by You under or in connection with this Agreement is and will be true, accurate and complete, and You agree to update the same promptly as necessary during the Term; (viii) You will make, and Company will not be responsible for, any payments other than those pursuant to Section 6.2 above in connection with the Beats and any materials provided by You (including Artwork); (ix) You will use the Service only in accordance with this Agreement and not for any fraudulent, infringing or inappropriate purposes; (x) any sale, assignment, transfer, mortgage or other grant of rights in or to Your interest in any of the Beats and any materials provided by You (including Artwork) shall be subject to our rights hereunder and the terms and conditions hereof; (xi) there is no existing agreement, and You will not enter into any agreement or perform any act, which materially interferes or is inconsistent with the rights granted to us hereunder; (xii) You covenant and agree not make any claim or bring any legal action related to this Agreement, against any Indemnified Party so long as such entities are not in violation of the rights You have granted hereunder; and (xiii) You have read and understand this Agreement and have had the opportunity to consult with independent legal counsel in connection with them.

10. Article 10 — Indemnification

    1. Indemnification. You agree to indemnify and hold the Company, our successors and assigns, our Affiliates, our Distributor and the respective directors, officers, shareholders, members, managers, employees, agents and representatives of the foregoing, and Users (collectively, the “Indemnified Parties”), harmless from any and all claims, liabilities and costs, losses, damages or expenses (including reasonable attorney's fees) arising out of (i) any breach, alleged breach, or failure of Your warranties, representations, covenants or obligations under this Agreement.

11. Article 11 — Termination

    1. Company's Right to Terminate. Company may terminate this Agreement at any time for any reason.
    2. Your Right to Terminate. You may terminate this Agreement at any time for any reason. The above licenses granted by You in the Beat(s) and Artwork that You submit to the Company will terminate within a commercially reasonable time after You provide written notice of Your intent to terminate such licenses to Company pursuant to Section 13.6 below, such occurrence being referred to hereinafter as (“Termination”).
    3. Effect of Termination. Upon receiving notice of Your intent to terminate, the Company will remove Your Beat(s) from the library of beats available to Users. Company will not authorize any new usage of Your Beats after Termination. Notwithstanding foregoing, You understand and agree to the following:
       1. Company may retain, but not display, distribute, or perform, server copies of Your Beat(s) and Artwork; and
       2. Once a New Work or UCG incorporating Your Beat has been created by a User and published to the Service, any of our Affiliates' platforms, a User's social media account, or distributed by our Distributor, You shall have no right to the removal or deletion of such New Work or UGC from such places where it may reside, irrespective of terminating the grant of rights in this Agreement, absent a breach or violation of a material term, warranty, or covenant by Company, such Affiliate, our Distributor, or User hereunder. To that end, Company shall have no obligation to withdraw, retrieve, delete or otherwise retire the New Work or UGC that was created under the Agreement during the Term. In that regard, the rights granted herein are perpetual.

12. Article 12 — No Warranties; Limitation of Liability

    1. The Service is Offered and Provided to You As-is. Company makes no guarantees, representations or warranties, express or implied, statutory or otherwise, including without limitation as to the amount of income that may be earned by or payable to You hereunder, or as to the condition, quality, continuity of operation, performance, merchantability or fitness for a particular purpose of our site or service. We do not guarantee that access to or use of the site or service will be continuous, uninterrupted, error-free or secure. Any and all warranties are expressly disclaimed and excluded.
    2. No Liability. To the maximum extent permitted by law, neither Company nor any of its affiliates, employees, owners, employees, representatives or agents will be liable for any indirect, incidental, special, exemplary, punitive or consequential damages, including without limitation loss of profits, lost sales, loss of data or loss of goodwill, for any acts or omissions of Users or our Affiliates (including their employees, customers, or users), or for Your use of or access to the Service, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Company has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose. In no event will Company's aggregate liability arising out of or in connection with this agreement exceed the sums actually due to You under Article 6 above. The limitations of damages set forth above are fundamental elements of the basis of the agreement between Company and You.

13. Article 13 — General Provisions

    1. Status Change. If, at any time during the Term, the status of Your representations and warranties under Article 9 change, or are no longer true, You agree to give the Company prompt notice of the change.
    2. Assignment and Delegation. The parties may not assign this agreement or any right or obligation of this agreement without the written consent of the other party, except that the Company may assign the Agreement to its successor, affiliates, partners, subsidiaries or any entity acquiring all or substantially all of the assets of the Company.
    3. Survival. Articles 5, 6, 7, 8, 9, 12, and 13 shall survive termination of this Agreement.
    4. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
    5. Amendments, Waivers, Discharges, and Termination. Notwithstanding your ability to terminate this Agreement pursuant to Article 11 above, no term of this Agreement may be changed, waived, or discharged by You, unless the change, waiver, discharge is in writing and signed by an authorized representative of the Company. Pursuant with Section 1.2 Company may, in its sole discretion, modify or revise this Agreement and policies at any time, and upon reasonable notice to You as further specified in Section 1.2, You agree to be bound by such modifications or revisions.
    6. Notices. All notices, requests, consents, claims, demands, waivers, and other communication hereunder (each a “Notice”) shall be in writing and delivered to the other party by email. Notices shall be sent to:
       1. Support@rapchat.com for Notice from You to the Company; and
       2. Your provided email for Notice from the Company to You.
    7. Entire Agreement. This Agreement:
       1. embodies the final and exclusive agreement and understanding of the parties with respect to this Agreement's subject matter; and
       2. supersedes any prior agreement or understanding between the parties with respect to this Agreement's subject matter.
    8. Governing Law. This Agreement shall be governed, construed, and enforced in accordance with the laws of the state of Delaware, without regard to its conflict of laws rules.