THIS LICENSE AGREEMENT is made on Sat, 22 Jun 2019 19:22:07 -0400 ("Effective Date") by and between Licensee (hereinafter referred to as the "Licensee") also, if applicable, professionally known as Licensee, and Grizzly Beatz("Songwriter"). (hereinafter referred to as the "Licensor"). Licensor warrants that it controls the mechanical rights in and to the copyrighted musical work entitled Sample Track Title ("beat") as of and prior to the date first written above. The Beat, including the music thereof, was composed by Grizzly Beatz ("Songwriter") managed under the Licensor. All licenses are non-refundable and non-transferable. Master Use. The Licensor hereby grants to Licensee a non-exclusive license (this "License) to record vocal synchronization to the beat partly or in its entirety and substantially in its original form ("Master Recording") 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, cassette tapes, compact disk, digital downloads, other miscellaneous audio and digital recordings, and any lifts and versions thereof (collectively, the "Recordings", and individually, a "Recordings") worldwide for up to the pressing or selling a total of Two Thousand (2000) copies of such Recordings or any combination of such Recordings, condition upon the payment to the Licensor a sum of Twenty-nine Point Ninety-nine dollars ($29.99), receipt of which is confirmed. Additionally licensee shall be permitted to distribute Unlimited free internet downloads or streams for non-profit and non-commercial use. This license allows up to One Hundred Thousand (100000) monetized audio streams to sites like (Spotify, RDIO, Rhapsody) but not eligible for monetization on YouTube. Performance Rights. The Licensor here by grants to Licensee a non-exclusive license to use the Master Recording in Unlimited non-profit performances, shows, or concerts. Licensee may receive compensation from performances with this license. Synchronization Rights. The Licensor hereby grants limited synchronization rights for One (1) music video streamed online (Youtube, Vimeo, etc..) for up to 100000 monetized video streams on all total sites. A separate synchronization license will need to be purchased for distribution of video to Television, Film or Video game. Broadcast Rights. The Licensor hereby grants to Licensee broadcasting rights up to 2 Radio Stations. Credit. Licensee shall acknowledge the original authorship of the Beat appropriately and reasonably in all media and performance formats under the name "Grizzly Beatz" in writing where possible and vocally otherwise. Consideration. In consideration for the rights granted under this agreement, Licensee shall pay to licensor the sum of $29.99 US dollars and other good and valuable consideration, payable to "Grizzly Beatz", 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. Indemnification. Accordingly, Licensee agrees to indemnify and hold Licensor harmless from and against any and all claims, losses, damages, costs, expenses, including, without limitation, reasonable attorney's fees, arising of or resulting from a claimed breach of any of Licensee's representations, warranties or agreements hereunder. Audio Samples. 3rd party sample clearance is the responsibility of the licensee. Miscellaneous. This license is non-transferable and is limited to the Beat specified above, does not convey or grant any right of public performance for profit, constitutes the entire agreement between the Licensor and the Licensee relating to the Beat, and shall be binding upon both the Licensor and the Licensee and their respective successors, assigns, and legal representatives. Governing Law. This License is governed by and shall be construed under the law of the CA US, without regard to the conflicts of laws principles thereof. 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 ten (10) years from this date. You shall own and control One Hundred Percent 100% of the so-called "Writers Share". Producer shall own and control One Hundred Percent 100% of the so-called "Publishers Share". PRO Info. BMI IPI# 00674116838.