This {LICENSE_NAME} License Agreement (the “Agreement” or the “License”), having been made on and effective as of {CONTRACT_DATE} (the “Effective Date”) by and between Nicolas Scholtes p/k/a “Allrounda” (the “Producer” or “Licensor”) and {CUSTOMER_FULLNAME} (“You” or “Licensee”) also, if applicable, professionally known as {CUSTOMER_ALIAS}, sets forth the terms and conditions of the Licensee’s use, and the rights granted in the Producer’s instrumental music file(s) named {TRACK_TITLE} (the “Beat” or “Composition”) in consideration for Licensee’s payment of $ {TRACK_PRICE} USD (the “License Fee”), on a so-called ”{LICENSE_NAME}” basis. Licensor warrants that it controls the mechanical rights in and to the copyrighted musical works (the “Beat” or “Composition”) as of and prior to the Effective Date. The Composition, including the music thereof, was composed by Nicolas Scholtes (“Producer”) managed under the Licensor.

This Agreement is issued solely in connection with and for Licensee's use of the Beat pursuant and subject to all terms and conditions set forth herein. All licenses are non-refundable and non-transferable. The Licensee shall be deemed to have signed, affirmed and ratified its acceptance of the terms of this Agreement by virtue of its payment of the License Fee to Licensor and its electronic acceptance of its terms and conditions at the time Licensee made payment of the License Fee. The Licensee and Licensor have agreed to the following terms:

Master Use:

In consideration for Licensee’s payment of the License Fee, the Producer hereby grants Licensee a limited non-exclusive, nontransferable license and the right to incorporate, include and/or use the Beat in the preparation of one (1) new song created by the Licensee. Licensee may create the new song by recording his/her written lyrics over the Beat. The new song created by the Licensee which incorporates some or all of the Beat shall be referred to as the “New Song”. As applicable to both the underlying Composition in the Beat and to the Master Recording of the Beat: (i) The parties acknowledge and agree that the New Song is a “derivative work”, as that term is used in the United States Copyright Act; (ii) As applicable to the Beat and/or the New Song, there is no intention by the parties to create a joint work; and (iii) There is no intention by the Licensor to grant any rights in and/or to any other derivative works that may have been created by other third-party licensees. For clarity and avoidance of doubt, the Licensee does NOT have the right to sell the Beat in the form that it was delivered to Licensee. The Licensee must create a New Song for its rights under this provision to a vest. Any sale of the Beat in its original form by Licensee shall be a material breach of this Agreement and the Licensee shall be liable to the Licensor for damages as provided hereunder. Licensee acknowledges and agrees that any and all rights granted to Licensee in the Beat pursuant to this Agreement are on a NON-EXCLUSIVE basis and Producer shall continue to license the Beat upon the same or similar terms and conditions as this Agreement to other potential third-party licensees. In the event another party purchases exclusive rights to the Instrumental from the Licensor, the Licensee will retain non-exclusive rights under the limitations listed in this agreement and until these terms have been fulfilled including the right to upgrade or renew its license as defined in this agreement under “License Upgrades”.

Ownership:

The Producer is and shall remain the sole owner and holder of all rights, title, and interest in the Beat, including all copyrights to and in the sound recording and the underlying musical compositions written and composed by Producer. Nothing contained herein shall constitute an assignment by Producer to Licensee of any of the foregoing rights. Licensee may not, under any circumstances, register or attempt to register the New Song and/or the Beat with the U.S. Copyright Office. The aforementioned right to register the New Song and/or the Beat shall be strictly limited to Producer. Licensee will, upon request, execute, acknowledge and deliver to Producer such additional documents as Producer may deem necessary to evidence and effectuate Producer’s rights hereunder, and Licensee hereby grants to Producer the right as attorney-in-fact to execute, acknowledge, deliver and record in the U.S. Copyright Office or elsewhere any and all such documents if Licensee shall fail to execute same within five (5) days after so requested by Producer. For the avoidance of doubt, you do not own the master or the sound recording rights in the New Song. You have been licensed the right to use the Beat in the New Song and to commercially exploit the New Song based on the terms and conditions of this Agreement. Notwithstanding the above, you do own the lyrics or other original musical components of the New Song that were written or composed solely by you.

Consideration:

In consideration for the rights granted under this agreement, Licensee shall pay to Licensor the License Fee (amount in corresponding payment transaction), payable to “Nicolas Scholtes” (Licensor), receipt of which is hereby acknowledged. If the Licensee fails to account to the Licensor, timely complete the payments provided for hereunder, or perform its other obligations hereunder, including having insufficient bank balance, the Licensor shall have the right to terminate License upon written notice to the Licensee. Such termination shall render the recording, manufacture and/or distribution of Recordings for which monies have not been paid subject to and actionable infringements under applicable law, including, without limitation, the United States Copyright Act, as amended.

Mechanical Rights:

The Licensor hereby grants to Licensee a non-exclusive license to use Master Recording in the reproduction, duplication, manufacture, and distribution of phonograph records, vinyls, cassette tapes, compact disk, other miscellaneous audio and digital recordings, and any lifts and versions thereof (collectively, the “Recordings”, and individually, a “Recording”) and also distribute the Master Recording via digital retailers for permanent digital download in mp3 format, worldwide for up to the pressing or selling a total of *number of copies (as defined below) of such Recordings or any combination of such Recordings. The New Song may be available for sale as a single and/or included in a compilation of other songs bundled together by Licensee as an EP or a full-length. Additionally Licensee shall be permitted to distribute unlimited free internet downloads or streams for non-profit and non-commercial use. Furthermore, Licensee is granted the right to have **number of monetized (profitable) audio streams (as defined below) of the Master Recording through Streaming Services (such as: Spotify, Apple Music, Deezer, etc.).

*number of copies:

(Silver Lease: 10,000 copies) (Gold Lease: 30,000 copies) (Platinum Lease: Unlimited copies) (Diamond Lease: Unlimited copies)

**number of monetized (profitable) audio streams:

(Silver Lease: 100,000 streams) (Gold Lease: 300,000 streams) (Platinum Lease: Unlimited streams) (Diamond Lease: Unlimited streams)

Publishing and Royalties:

With respect to the publishing rights and ownership of the underlying Composition embodied in the Master Recording, the Licensee and Licensor hereby acknowledge and agree to a split share of royalties as follows:

– Licensee (Customer) owns 50% of publishing rights / writers share

– Licensor (Allrounda) owns 50% of publishing rights / writers share

License agrees to register his new song with the following information:

BMI Information:

Name: Nicolas Scholtes

Composer: Allrounda

IPI Number: 01061281982

Producer shall own, control, and administer Fifty Percent (50%) of the so-called “Publisher’s Share” of the underlying composition. In the event that Licensee wishes to register his/her interests and rights to the underlying composition of the New Song with their Performing Rights Organization (“PRO”), Licensee must simultaneously identify and register the Producer’s share and ownership interest in the composition to indicate that Producer wrote and owns 50% of the composition in the New Song and as the owner of 50% of the Publisher’s share of the New Song. Licensee is obliged to inform Licensor of any song registration when completed within 30 days after registartion date.

Beats with Hook(s) / Singer(s):

For all beats that come with pre-made vocals (the “Hook”, the “Chorus”) performed by a featured singer, herinafter referred to as “Beat with Hook” or “Beats With Hooks”, these so called “Beats With Hooks” are treated equally to normal beat without hook in terms of price, license terms, use, distribution, rights, etc. However, you need to give written credit to the singer (singer’s name is displayed in the filename or beat description) in the name or file-name of the new song. Such credit shall be in the substantial form: “(feat. “Singer’s Name”). The licensee shall have the same obligations for giving such credit to the singer as for the producer, defined in the section “CREDIT AGREEMENT” in this license agreement! Hooks that come with a beat are 100% royalty-free and do not need an additional royalty-share, paid by Licensee or Licensor to the singer, or require any other/further payments or compensation. The royalty-share for the beat composition itself, as defined in section “ROYALTIES”, remains untouched however. You may use them under the same restrictions and rights as defined for the beat composition, as they are part of the Composition in this case. Licensor is responsible for compensation to the singer(s) and has a separate individual license agreement with the corresponding singer(s) and owns all necessary rights to the “Hook” in order to enter into this agreement. Licensor controls the mechanical rights in and to the “Hook”.

Non-Profit Use:

The New Song may be used for any free promotional purposes, including but not limited to, a release in a single format, for inclusion in a mixtape or free compilation of music bundled together (EP or album), and/or unlimited promotional, non-monetized digital streaming in form of audio streams or video streams.

Videos:

The Licensor hereby grants to Licensee a non-exclusive License to use the Master Recording in one unique music video. For license types “Diamond Lease” or “Exclusive Rights” only (if applicable), Licensor allows unlimited music videos and also use of the Composition standalone (instrumental version).

Video Streams:

The Licensee is entitled to an unlimited amount of non-monetized video streams (on all web based platforms supporting video such as Youtube) for the song(s) and music video(s) created in use with the Composition. Furthermore, if purchased license is qualified and applicable, Licensee is entitled to *number of monetized/profitable video streams for the music video(s) embodying the Master Recording as defined below:

*number of monetized/profitable video streams:

(Silver Lease: no streams) (Gold Lease: no streams) (Platinum Lease: 300,000 streams) (Diamond Lease: Unlimited streams)

Performance Rights:

The Licensor here by grants to Licensee a non-exclusive license to use the Master Recording in unlimited non-profit performances such as live-shows, live-streams or concerts. Furthermore, if purchased license is qualified and applicable, Licensee is granted the right to use the Master Recording in *number of profitable performances such as live-shows, live-streams or concerts as defined below:

*number of profitable performances:

(Silver Lease: no performanes) (Gold Lease: no performances) (Platinum Lease: 10 performances) (Diamond Lease: Unlimited performances)

Broadcast Rights:

Broadcast rights for licenses, such as “Silver Lease”, “Gold Lease” or “Platinum Lease”, are not granted and broadcasting or airing the Master Recording on terrestrial, satellite or internet radio stations or through unlimited station channels, respectively, is not allowed with these licenses. In case the purchased license is a “Diamond Lease” or “Exclusive Rights”, the Licensor hereby grants to Licensee a non-exclusive license to broadcast or air the Master Recording on unlimited terrestrial, satellite or internet radio stations or through unlimited station channels, respectively.

Synchronization Rights:

Synchronization rights for licenses, such as “Silver Lease”, “Gold Lease” or “Platinum Lease”, are not granted and broadcasting or copying, performing, editing and/or looping portions of the Master Recording for use in Movies, Film, TV Series, Documentaries, Digtal Animations, Video Games, Trailers, Advertisements, etc. (collectively, “Sync Placements”) is not allowed with these licenses. In case the purchased license is a “Diamond Lease” or “Exclusive Rights”, the Licensor hereby grants to Licensee a non-exclusive License to copy, perform, edit and/or loop portions of the Master Recording for use in Movies, Film, TV Series, Documentaries, Digtal Animations, Video Games, Trailers, Advertisements, etc. (collectively, “Sync Placements”) in unlimited Projects.

Credit:

Licensee shall acknowledge the original authorship of the Composition appropriately and reasonably in all media and performance formats under the name “Allrounda Beats” in writing where possible and vocally otherwise.

Licensee shall use best efforts to have Producer credited as a “producer” and shall give Producer appropriate production and songwriting credit on all compact discs, record, music video, and digital labels or any other record configuration manufactured which is now known or created in the future that embodies the New Song created hereunder and on all cover liner notes, any records containing the New Song and on the front and/or back cover of any album listing the New Song and other musician credits. Such credit shall be in the substantial form: “Produced by Allrounda Beats” or “Beat by Allrounda”. The licensee shall use its best efforts to ensure that Producer is properly credited and Licensee shall check all proofs for the accuracy of credits, and shall use its best efforts to cure any mistakes regarding Producer's credit. In the event of any failure by Licensee to issue the credit to Producer, Licensee must use reasonable efforts to correct any such failure immediately and on a prospective basis.

Editing/Altering the Composition:

Licensee may edit/alter the length, overall sound (use of effects, change of volumes/levels, panorama, frequencies, etc.), tempo or pitch of the Beat Composition, and apply general modifications, such as structure of instrumentation (in use of tracked out stems) as long as the Beat Composition does not become unrecognizable (e.g.: only using drums or using less than 70% of the entire sounds/instruments/stems included in the original Beat Composition). Remixes or variations using any material of the original Beat Composition, or musical versions performing the original Beat Composition in form of live-instrument versions (orchestra, band, etc.) are only allowed with Licensor’s written approval (e-mail or separate license agreement).

Audio Samples:

3rd party sample clearance is the responsibility of the Licensee. The Licensee agrees that the Instrumental is purchased as a “Work Made for Hire” whereby the clearing of any sampled materials that Licensee chooses to use, is the sole responsibility of Licensee and that the Licensor cannot and will not be held liable for the misuse of any sampled material that the Licensee uses in conjunction with the original instrumental Composition that is being licensed in this agreement. The Licensor does not claim to have/own any rights on any sampled material.

YouTube Policy (Content ID):

The Licensor maintains the unlimited, worldwide rights to register his Beat Compositions with a Content ID program/institution such as EXMGE, AdRev, etc. and be the sole administrator of YouTube rights using such a Content ID program. This is necessary and entitles Licensor to maintain the administrative and legislative rights to the Composition (Instrumental). What Content ID does, is scan youtube videos for audio material produced by Nicolas Scholtes (Allrounda Beats) and automatically send a copyright claim, which blocks videos from monetization temporarily. This claim will not harm the channel or video, nor does it force the video(s) to be taken down. The video will keep playing without any other limitations. THE LICENSEE IS EXPRESSLY PROHIBITED FROM REGISTERING THE BEAT AND/OR NEW SONG WITH ANY CONTENT IDENTIFICATION SYSTEM, SERVICE PROVIDER, MUSIC DISTRIBUTOR, RECORD LABEL OR DIGITAL AGGREGATOR (for example TuneCore or CDBaby, and any other provider of user-generated content identification services). The purpose of this restriction is to prevent you from receiving a copyright infringement takedown notice from a third party who also received a non-exclusive license to use the Beat in a New Song. The Beat has already been tagged for Content Identification (as that term is used in the music industry) by Producer as a pre-emptive measure to protect all interested parties in the New Song. If you do not adhere to this policy, you are in violation of the terms of this License and your license to use the Beat and/or New Song may be revoked without notice or compensation to you. If Licensee received a copyright claim on YouTube, Licensee must open a Content ID dispute including the order number, PayPal transaction ID or Stripe transaction ID or the email address used for purchase. It is recommended to dispute within the first 5 days of receiving the claim. If you need help, contact us at any time! Official Google article: https://support.google.com/youtube/answer/7000961?hl=en

Memberships:

Memberships are subscription based license deals, offered and charged on a monthly basis. The licenses included in Memberships are the same ones as offered for non-subscription based sale. The only differences are, that you get a better/cheaper price in contrast to a single license purchase, as you may select 3 beats for the regular price of 1 beat! Per month of subscription, from date of subscription start, you get to select 3 new beats with license (as defined in your membership subscription plan). Since Memberships are handled and processed via Beatstars.com you are opening up an account there and upon login, will have access to a restricted member-area where you can manage your subscription, account, licenses, downloads & purchases. Licenses and beats you select as part of your Membership subscription will remain permanent, accessible and valid, even if you choose to cancel your subscription at a later point. By cancelling your Membership subscription you will lose the right to select any further beats and licenses. Allrounda (Nicolas Scholtes) reserves the right to cancel any Membership subscription or subscription plan at his sole discretion, at ay time. Active membership subscriber(s) will then receive a notification along with reason for cancellation of subscription. All monthly credits for selectable beats & licenses, which have been paid fully, remain valid and usable! For the avoidance of misunderstanding or doubt, please contact us via e-mail (info@allrounda.com) prior to any purchase if you have any questions about Memberships or licensing our beat(s). By making a payment, and/or subscribing to any of our Membership plans, you automatically agree to the license terms, terms & conditions on our website and that all orders are final and non-refundable! In case you wish to upgrade your membership to a higher one, let us know and we are happy to help. Of course you may also upgrade individual licenses to any beat that has been obtained/selected as part of your Membership, to a higher license.

Payments & Refund Policy:

The Licensee to shall make payment of the License Fee to Licensor on the date of this Agreement. All rights granted to Licensee by Producer in the Beat are conditional upon Licensee’s timely payment of the License Fee. The License Fee is a one-time payment for the rights granted to Licensee and this Agreement is not valid until the License Fee has been paid. All licenses are non-refundable and non-transferable. In rare cases of duplicate purchases, or other rare circumstances, we will match what you paid with an item of equal or similar value or send you a refund for the duplicate order. In case of a money-refund by the Licensor, the issued contract/license becomes invalid effectively at date of refund. Payments that are in any form held, refunded, cancelled or incorrect, by Licensee, result that the issued contract(s)/license agreement(s) and all of the granted rights therein become invalid, voided and all rights shall revert to the Producer.

License Upgrades:

Once Licensee has reached the limits defined in its license agreement and wants to keep using the Composition and Master Recording commercially, further rights need to be obtained with a new license purchase or license upgrade. Licensee has the right to upgrade or renew his existing license one single time only, either by re-purchasing the same license type or paying the difference amount to upgrade to a higher non-exclusive license, if available. In the event another party purchases exclusive rights to the Instrumental from the Licensor, Licensee’s right to a license upgrade to a higher license within non-exclusive licenses remains untouched.

Delivery:

Licensor agrees to deliver the Beat as a high-quality WAV file, as MP3 file, and (if applicable) as Tracked Out Stems in WAV format, as such terms are understood in the music industry. Licensee will receive the Beat via email, to the email address Licensee provided to Licensor. Products, files and documents are delivered electronically via email through an automated system if purchased via the instant delivery stores on our website(s) and markeplace(s), and are sent out manually via email as download links within a delivery time frame of 24 business hours if purchased any other way. All products, files and documents are usually hosted through a file-sending service such as dropbox.com or wetransfer.com, etc. License agreement(s) are usually sent as attached pdf-file(s). No tangible/physical copies will be delivered via postal mail for any kind of license. Upon request, we send tangible/physical copies in form of a printed license-agreement/receipt and a CD/DVD containing the files to the product(s) via postal mail. For that we reserve the right to have any delivery fees covered by the Licensee. Please check your spam and junk folders if you don’t find our e-mails in your inbox. Make sure you don’t block pop-up windows in your browser or links in your email provider/software. If links are not clickable, copy and paste the link(s) in the address bar of your browser. If you experience any issues with download links, please try a different browser or computer/device. Some mobile phones and devices are not capable of downloading and saving files. In order to download the files/documents properly, please use a device such as a Desktop PC, Mac, Laptop or Macbook. The license agreement(s) do not need to be signed by the customer(s)/Licensee(s) and automatically become legally valid and active with purchase (Payment needs to be fully received by Licensor) and receipt of purchased items. As displayed on our website and in the buying process within our stores, Licensee, by making a purchase, automatically agrees to all registrations/contents that are being listed in our license terms and terms and conditions on our website: https://allroundabeats.com/terms-conditions/

Newsletter:

By purchasing an item or downloading any music from us, you agree to be subscribed to our mailing list (newsletter). We do not give out your information to anyone outside of our business and it is held privately on a secure server. We will contact you between 1-2 per week with information regarding Allrounda Beats such as new Beats, sales or other updates. Of course you may unsubscribe at any time.

Governing Law:

This License is governed by and shall be construed under the laws of the Licensor’s resident country, without regard to the conflicts of laws and principles thereof. German Law is applicable in any case.

Term:

Executed by the Licensor and the Licensee, to be effective as for all purposes as of the Effective Date first mentioned above and shall terminate exactly ninety (90) years from this date.

Miscellaneous:

This License is non-transferable and is limited to the Compsition specified, constitutes the entire agreement between the Licensor and the Licensee relating to the Composition, and shall be binding upon both Licensor and Licensee and their respective successors, assigns, and legal representatives. The Licensee shall provide the Producer with one (1) digital copy of the completed record within thirty (30) days after release of any record embodying the masters via email to info@allrounda.com

Previously sold licenses and granted rights stay unaffected by future changes to the terms and conditions. No matter if exclusive rights or any other licenses are sold to a Composition, Licensor will always be allowed to use that Composition for own promotional uses, without limitation, worldwide and throughout the universe, without terminability. This includes audio streaming of the Composition on Streaming Services such as Spotify, Apple Music, Deezer, etc., or in form of a video on Youtube.

Allrounda (Nicolas Scholtes) has the legal right, but never the duty, to re-buy exclusive rights from the current exclusive rights license holder, for a negotiated price, if the exclusive rights license holder agrees to enter into such agreement and wants to re-sell and transfer his exclusive rights back to the Licensor.

Restrictions:

All sounds, drums, instruments, sound effects and vocals included in the Composition are the property of the Licensor or third parties (samples, VST Instruments, etc.) and cannot be used for any purpose other than as described in this agreement. The audio content cannot be used to create any of the following derivative works: instrumentals for sale, loop packs, sound effects, samples or sample packs, vst instruments, nor any other competitive product. Musical Composition(s)/Beat(s) by Allrounda (Nicolas Scholtes) may not be uploaded on any website, marketplace or distributed in any form without his permission and written consent. The audio content cannot be shared with anyone unless they are directly involved in the Master Recording (audio engineer, featured artist, musician, etc.). Under no circumstances is a customer/Licensee allowed to re-sell the Beat Composition itself or any modifications thereof, nor transfer the rights to the Beat Composition in any form to a third party. Rights that are given to Licensee are not transferable and non-refundable, if a customer/Licensee features another or other artist(s), not listed as license holders in his license agreement by date of purchase, the issued rights to the Beat Composition for use in Licensee’s/customer’s song(s), featuring the concerned artist(s), are non-transferrable to other’s and non-splittable, for any kind of non-exclusive license(s) and remain bound strictly and solely to customer/Licensee. Exclusive Rights license owners may split rights, transfer rights or share rights to the Beat Composition in use of their song(s), by setting up an individual written agreement which needs Licensor’s approval at his sole discretion in signed form. If any additional license agreement(s), new license agreement(s), or changes to (a) current license agreement(s), or any concerned additions/adjustments, etc. are desired, license agreement(s) or contract(s) must include these terms and conditions and refer to the sections/content, listed in these terms and conditions in order to blend in with all required and neccessary information/registrations for any license type, warranties, and general terms and conditions. Any Master Recording that is found in violation of these restrictions may be subject to termination of its commercial rights without refund. In addition, the Master Recording may be subject to removal from all third party distributors with the assistance of copyright infringement enforcers. Any loss incurred with such removal is not the responsibility of Licensor. Previously sold licenses and granted rights stay unaffected by future changes to the terms and conditions. If the Licensee is unsure of the details of the commercial rights, the Licensee must contact the Licensor for assistance in clarifying any of these restrictions.

Warranties, Representations, and Indemnification:

Licensee hereby agrees that Licensor has not made any guarantees or promises that the Beat fits the particular creative use or musical purpose intended or desired by the Licensee. The Beat, its sound recording, and the underlying musical composition embodied therein are licensed to the Licensee “as is” without warranties of any kind or fitness for a particular purpose. Licensee agrees to indemnify and hold Licensor harmless from and against any and all claims, losses, damages, costs, expenses, including, without limitation, court costs, litigation expenses, attorney’s fees, arising of or resulting from a claimed breach of any of Licensee’s representations, warranties or agreements hereunder. After delivery of the Beat Composition(s) and according files, Licensor will be unbound of any further responsibilities and legal obligations to the Licensee and legally freed of any further duties. Licensor is not responsible for any other website(s), marketplace(s), companie(s) or person(s) claiming to sell its Beats and owning rights to them, neither is Licensor legally responsible, nor liable/amenable for any damage, harm, financial losses or legal issues resulting thereof. Anyone found to be abusing and violating any of Licensor’s rights, music, content, or physical and/or intellectual property, will likely face a law suit and criminal punishment for copyright infringement and held liable. The licensee shall have five (5) business days from its receipt of written notice by Producer and/or Producer’s authorized representative to cure any alleged breach of this Agreement by Licensee. Licensee’s failure to cure the alleged breach within five (5) business days shall result in Licensee’s default of its obligations, its breach of this Agreement, and at Producer's sole discretion, the termination of Licensee’s rights hereunder. If Licensee engages in the commercial exploitation and/or sale of the Beat or New Song outside of the manner and amount expressly provided for in this Agreement, Licensee shall be liable to Producer for monetary damages in an amount equal to any and all monies paid, collected by, or received by Licensee, or any third party on its behalf, in connection with such unauthorized commercial exploitation of the Beat and/or New Song. Licensee recognizes and agrees that a breach or threatened breach of this Agreement by Licensee give rise to irreparable injury to Producer, which may not be adequately compensated by damages. Accordingly, in the event of a breach or threatened breach by the Licensee of the provisions of this Agreement, Producer may seek and shall be entitled to a temporary restraining order and a preliminary injunction restraining the Licensee from violating the provisions of this Agreement. Nothing herein shall prohibit Producer from pursuing any other available legal or equitable remedy from such breach or threatened breach, including but not limited to the recovery of damages from the Licensee. The Licensee shall be responsible for all costs, expenses or damages that Producer incurs as a result of any violation by the Licensee of any provision of this Agreement. Licensee’ obligation shall include court costs, litigation expenses, and reasonable attorneys' fees.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THIS AGREEMENT AND HAVE BEEN ADVISED BY US OF THE SIGNIFICANT IMPORTANCE OF RETAINING AN INDEPENDENT ATTORNEY OF YOUR CHOICE TO REVIEW THIS AGREEMENT ON YOUR BEHALF. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE HAD THE UNRESTRICTED OPPORTUNITY TO BE REPRESENTED BY AN INDEPENDENT ATTORNEY. IN THE EVENT OF YOUR FAILURE TO OBTAIN AN INDEPENDENT ATTORNEY OR WAIVER THEREOF, YOU HEREBY WARRANT AND REPRESENT THAT YOU WILL NOT ATTEMPT TO USE SUCH FAILURE AND/OR WAIVER as a basis to avoid any obligations under this agreement, or to invalidate this agreement or To render this agreement or any part thereof unenforceable. This agreement may be executed in counterparts, each of which shall be deemed an original, and said counterparts shall constitute one and the same instrument. In addition, a signed copy of this agreement transmitted by facsimile or scanned into an image file and transmitted via email shall, for all purposes, be treated as if it was delivered containing an original manual signature of the party whose signature appears thereon and shall be binding upon such party as though an originally signed document had been delivered. Notwithstanding the foregoing, in the event that you do not sign this Agreement, your acknowledgment that you have reviewed the terms and conditions of this Agreement and your payment of the License Fee shall serve as your signature and acceptance of the terms and conditions of this Agreement.