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1.Grant of Synchronization License Via Non-Fungible Token.

Publisher grants to Licensee the non-exclusive license via non-fungible token, the privilege and authority to copy, sell, perform, edit and/or loop portions of, record on film or video and use the musical composition embedded in the Song in synchronization or timed relation in any Visual Media during the Term throughout the world in any medium or form, whether now known or hereinafter created. Publisher authorizes Licensee to use or cause to be used the aforesaid musical composition contained in the Song in conjunction with any Visual Media in any manner Licensee deems fit, including, but not limited to, the purpose of advertising and exploiting the Visual Media and the right to license, sell, and distribute the aforesaid musical composition in conjunction with the Visual Media’s related events throughout the world and any medium or form, whether now known or hereinafter created. Notwithstanding the foregoing, the musical compositions contained in the Song licensed pursuant to this agreement shall not be distributed or exploited separately or independently of the Visual Media by the Licensee, except in compilations that include the Visual Media, in advertising for the compilation, or in connection with the Visual Media itself. The synchronization license is granted upon the express condition that the musical composition contained in the Song shall not be used to manufacture, sell, license, or exploit sound records or otherwise be used apart from the Visual Media by the Licensee.  

2.Publicity.

Licensee shall have the right to publish, advertise, announce and use in any manner or medium, the name, sobriquet, biography and photographs or other likenesses of Publisher and Artist in connection with any exercise by Licensee of its rights hereunder. Furthermore, Publisher grants to Licensee the perpetual but not exclusive right to use, and to license others to use reproductions of Publishers’ or Artist’s physical likeness and/or voice for the purpose of advertising and exploiting any work embodying the Visual Media and the right to use any of the rights herein granted for commercial advertising or publicity (including endorsements) in connection with any product, commodity or service manufactured, distributed or offered by Licensee in connection with the Visual Media.  

3. Term.

All licenses and rights granted in this agreement shall commence when Licensee acquires custody of the non fungible token and extend for the duration of the Licensee's possession of the non fungible token.  

4.Consideration.

In consideration for granting the foregoing synchronization license, as a license fee for all rights granted and licensed pursuant to this Agreement, Licensee shall retain sync rights, acquirable via non fungible token. License may be transfered, acquired from Publisher and/or peer-to-peer via non fungible token. Both Publisher and Artist understand and expressly agree that they will receive no performance royalties, even if the composition in the Song is broadcast, made available online, or otherwise distributed in any manner within the conditions set forth above. The additional publicity associated with having Publisher and Artist’s works broadcast, downloaded, or otherwise distributed is the only additional consideration to which they will be entitled separate and apart from the flat fee.  

5.Credit.

Licensee shall use best efforts to credit the Publisher and Artist, and include such credit in the final edited version of the Visual Media and in each case in which screen credits for music are included in the Movie. Subject to the foregoing, all other characteristics of such credit or any other credit shall be determined by Licensee in its sole discretion. No casual or inadvertent failure by Licensee to comply with the credit requirements set forth above, nor any failure by third parties to so comply, shall constitute a breach of this Agreement by Licensee.  

6.Representations and Warranties.

Publisher represents and warrants that: (i) Publisher is the Artist or legally represents the Artist; (ii) Publisher has the full right and authority to enter into this Agreement; (iii) Publisher exclusively owns or controls all copyright in and to the composition embodied in the Song or controls all other rights necessary to enter into and to fully perform this Agreement, (iv) Licensee’s use of the Song and the inclusion of the same in the Visual Media will not violate any rights of any kind or nature whatsoever, including but not limited to, copyright, trademark, patent or other intellectual property rights, of any person, firm, corporation, association, society or other entity; (v) in the case that Publisher has obtained third party consents, Publisher will obtain in writing all requisite consents and permissions of labor organizations, the copyright owners, and the Artist (if applicable) whose lyrics or notes are embodied in the Song and that the Publisher will pay all re-use payments, fees, royalties and other sums required to be paid for such consents and permission, in connection with Licensee’s use of the Song.  

7.Miscellaneous.

(a) Limitations of Agreement. The relationship of Licensee and Publisher hereunder is limited to the respective rights and obligations of the Parties specifically provided herein. Notwithstanding any provision of this Agreement to the contrary, nothing herein shall be construed to create a partnership or joint venture between the parties, to authorize either party to act as agent for the other, to permit either party to undertake any agreement for the other, or to use the name or identifying mark of the other, all except as it is specifically provided herein. Neither party shall be construed for any purpose to be an employee subject to the control and direction of the other.

(b) Assignment. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of Licensee and Publisher. Provided, however, that Licensee and/or any parties Licensee selects as licensees, partners, assignees or otherwise gives permission are authorized by Publisher to utilize the Song in accordance with the terms of the licenses granted herein and on an unlimited basis and without the payment of any fee to the Publisher. Neither party shall assign any rights nor obligations under this Agreement without the express written authorization of the other party.

(c) Notices. Any notice, request, demand, waiver, approval or other communication which is required or permitted to be given hereunder shall be in writing and shall be deemed given if delivered personally or sent by telegram or telecopy (with transmission confirmed) or by certified or registered mail, return receipts required with postage prepaid, or by Federal Express or an equivalent overnight delivery service, addressed to the parties at their respective addresses as either party may designate in writing to the other. Such notice, request, demand, waiver, consent, approval or other communication shall be deemed to have been given as of the date so delivered, telegraphed, or telecopied, or on the fifth day after deposit in the United States mail or on the second day after deposit with Federal Express or an equivalent overnight delivery service.

(d) Governing Law. This agreement shall be governed by and construed in accordance with the laws of Florida, without giving effect to its principles or conflicts of laws to the extent such principles or rules would require or permit the application of the laws of another jurisdiction. Any dispute arising out of or in connection with this agreement shall be subject to the exclusive jurisdiction of the courts of Florida or of the United States District Court for the Southern District of Florida. Any process in any action or proceeding arising out of or in connection with this agreement may, among other methods, be served by delivering or mailing the same by registered or certified mail, directed to the other party at the address first written above. Any such delivery or mail service shall be deemed to have the same effect as personal service within the State of Florida.

(e) Titles & Headings. Titles and headings to articles, sections, or paragraphs in this Agreement are inserted for convenience of reference only and are not intended to affect the interpretation or construction of this Agreement.

(f) Severability. The provisions of this Agreement shall be severable, and if any provision of this Agreement is held to be invalid or unenforceable, it shall be construed to have the broadest interpretation, which would render it valid and enforceable.

(g) Amendments. No amendments modifications or waivers to this Agreement shall be valid unless in writing and signed by all parties to the Agreement.

(h) Entire Agreement. This Agreement constitutes the entire agreement between Licensee and Licensor with respect to the services provided hereunder. This Agreement supersedes all prior agreements, proposals, representations, statements or understandings, whether written or oral, concerning the services or the rights and obligations relating to those services. This Agreement shall not be contradicted, explained or supplemented by any written or oral statements, proposals, representations, advertisements or service descriptions not expressly set forth in this Agreement.