Beatopia Non-Exclusive Beat License

This is an agreement between OJOO LIMITED, a Cyrpus limited liability company, doing business as Beatopia, and its successors and assigns ("Beatopia" or "we" or "us" or "our") and you, or the entity on whose behalf you are entering this agreement with ("you" or "your") with respect to your non-exclusive usage of a sound recording downloaded from our website. These sound recordings are the recordings of musical compositions created by third party music producers traditionally referred to in the music industry as 'beats'.

By purchasing a license from us, you agree to be bound by the following terms and conditions in relation to the sound recording you have downloaded (the "Agreement"):

• The Beat. We own all rights (with the exception of the underlying musical composition which has been retained by the third party music producer(s) who created the beat and any and all public domain elements embodied in the beat, as applicable) in relation to the sound recording of the beat listed in Table A (the "Beat").
• Non-Exclusive License. We grant you a non-exclusive, limited, non-sublicensable, and nontransferable license to the Beat. As per the license, you may download, reproduce, and prepare derivative works of the Beat for the purpose of using the Beat with your own recorded vocal works of authorship (the combination of the Beat and your own work, the "Master Recording" as it is traditionally referred to as in the music industry). In order to be considered a Master Recording, the Master Recording must contain your vocals. You may distribute, perform, and display the Beat solely when combined with your work as a Master Recording. The term of this license shall be perpetual and allows you to reproduce, distribute, perform and display the Master Recording for any lawful purpose, subject to the terms found in this Agreement. You acknowledge and understand that similar licenses to third parties with regards to the Beat may be issued.
• Ownership of Beat. We either own the sound recording of the Beat or have the license to sublicense the sound recording of the Beat in accordance with the terms of this Agreement. However, the third party music producer(s) responsible for the recording of the Beat (the "Producer"), as identified in Table A, retains full ownership of the underlying musical composition of the Beat, subject to the controlled composition license in this Agreement.
• Commercial Usage of Beat. You may use the Beat to create the Master Recording for commercial purposes. For avoidance of doubt, this includes distributing the Master Recording on online platforms such as iTunes, Apple Music, Spotify, Pandora, etc. for the purpose of monetizing the Master Recording.
• Restricted Usage of Beat. You may not (i) transfer, sublicense, copy, or display the Beat, except as permitted in this Agreement; (ii) sell, rent, lease, distribute, or broadcast the Beat except as permitted in this Agreement; (iii) remove any proprietary notices or labels on the Beat; (iv) attempt to disable, bypass, modify, defeat, or otherwise circumvent any digital rights management or other protection system applied to the Beat or used as part of the Service; (v) use the Beat in any way not explicitly permitted in this Agreement and subject to the restrictions found in this Agreement; (vi) use the Beat to create a new instrumental recording; (vii) use the Beat in any way that would reasonably be considered competitive to Beatopia; (viii) use any of the stems of the Beat in isolation or in a combination which is substantially different from the how they are presented in the Beat (apart from mixing and mastering changes and adjustments based on length); (ix) register yourself as the original author of the Beat; or (x) use the for any obscene or illegal purpose, which such determination will be made in our sole and absolute discretion.
• Controlled Composition.
  a. We have contracted with the Producer to sublicense the underlying composition (the "Controlled Composition") found in the Beat to you, for the purposes of you using the Beat to create a Master Recording, subject to the following terms: 1) for the first 50,000 units sold, on a gratis basis; and 2) for any units sold over 50,000, at 100% of the minimum statutory rates applicable with respect to mechanical royalties, which you shall be responsible for paying directly to the Producer. You agree and acknowledge that we will not account to Producer directly and it is your responsibility to keep track of how many units of the Master Recording you have sold. We will provide your information so that you could account to Producer in the event you sell more than 50,000 units
  b. The licenses granted in this section include the universe-wide perpetual rights, without any additional compensation whatsoever, to record, reproduce and publicly perform the Controlled Compositions, and any such part(s), in connection with a Master Recording and up to two so-called promotional "music video(s)" associated with such Master Releases.
  c. Each applicable writer and their respective music publishing designees, if any, will have the right to administer solely their respective interest(s) in and to the musical compositions embodied in a Master Recording throughout the world during the full term of worldwide copyright, including renewals, but subject to the terms and conditions of this Agreement.
• Music Publishing. You agree and acknowledge that you and the Producer shall share the music publishing of the Master Recording you create using the Beat. For avoidance of doubt, note that for any Master Recording you create, Producer shall be entitled to a 50% ownership of the total 100% ownership in the music publishing associated with such Master Recording (the "Producer's Publishing Share"). The Producer's Publishing Share shall be allocated as it is so indicated in Table A. You shall be responsible for registering the Master Recording with any public performance organization (such as ASCAP or BMI) or other music publishing royalty collecting organization and crediting the Producer for the Producer's Publishing Share with the relevant information as indicated in Table A (including the Producer's publishing designee and IPI number, as applicable) within 30 days following your public release of the Master Recording. As music publishing can be a complex area, prior to registering any Master Recording, we encourage you to discuss how to do so properly with a licensed entertainment lawyer in your applicable jurisdiction familiar with music publishing.
• Credit. You agree to credit the Producer wherever you release the Master Recording in a form similar to that as listed in Table A. For all versions of the Master Recording you upload to an online web platform (such as, for example, YouTube, Soundcloud, etc.), you agree to credit the Producer in a form similar to "(Produced by: Producer Name)" or "Prod. Producer Name" after the title of the Master Recording. For all version of the Master Recording you upload to a music distribution platform (such as Tunecore, Distrokid, etc.), you shall ensure the Producer is credited in all metadata associated with the Master Recording. In order to ensure proper registration of the required metadata, we encourage you to speak with your music distributor or music distribution platform to ensure such metadata is in an acceptable format in order to comply with this section prior to distribution.
• Samples. You shall be responsible for all third-party sample clearances associated with any Master Recording. It is your responsibility to screen the Beat for potential samples or interpolated compositions and to ensure the rights of no third party are not infringed upon by your usage of the Master Recording. You acknowledge and understand that we have not screened the Beat for any samples or interpolated compositions and take no responsibility, to the extent permitted by law, to ensure the Beat or your usage of the Beat does not infringe on the rights of any third party.
• Name and Likeness. Company may, at times, for marketing purposes, identify you as the recording artist that created a Master Recording using the Beat. You consent to such usage by Company (and each third party designated by us), in our sole discretion in any and all media (now known or later devised). With regards to such purpose, you grant us the perpetual right throughout the universe to use, and to permit others to use, your name(s), likeness(es), biographical and photographic material(s), and trademark(s) (the "Artist Image") in our sole discretion. You agree to cooperate with Company in furtherance of Company's usage of the Artist Image, including providing a bio and photographs for Company to use, upon Company's request.
• Disclaimer of Warranties. To the fullest extent permitted by law, the Beat is provided "as is" and on an "as available" basis and we disclaim any and all warranties of any kind, whether express or implied, including: (i) any implied warranty of merchantability, fitness for a particular purpose, title, quiet enjoyment, or non-infringement; and (ii) any warranty arising out of course of dealing, usage, or trade, to the fullest extent permitted by applicable law. Downloading of the Beat is accessed at your own risk, and you shall be solely responsible for any damage to your property, including, but not limited to, your computer system and any device you use to access the Beat or any other loss that results from accessing the Beat. You acknowledge and agree that we are not liable, and you agree not to seek to hold us liable, for the conduct of third parties, including operators of external sites, and that the risk of injury from such third parties' rests entirely with you. You are solely responsible for all of your communications and interactions with the Producer. You understand that we do not make any attempt to verify the statements of the Producer. We make no warranty that the Beat will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We makes no warranty regarding the quality of the Beat.
• Indemnification and Limitation of Liability. You agree to indemnify, defend, and hold us, our affiliates, successors, assigns, agents, distributors, designees, licensees, agents, contractors, and employees (together, the "Indemnified Parties"), harmless from and against any and all damages, losses, costs and expenses (including reasonable attorneys' fees and costs actually incurred) which may be suffered or incur by the Indemnified Parties in connection with any claim, demand or action by a third party arising out of any breach of or alleged breach of any agreement, representation, grant, or warranty made or assumed by you under this Agreement or otherwise arising with respect to the rights granted to us as per this Agreement and the exercise of such rights. To the fullest extent permitted by law, in no event will we be liable to you for any indirect, incidental, special, consequential or punitive damages (including damages for loss of profits, goodwill, or any other intangible loss) arising out of or relating to your access platform our or use of the Beat or any materials or content on the Beat or services, whether based on warranty, contract, tort (including negligence), statute, or any other legal theory, and whether or not we have been informed of the possibility of damage. To the fullest extent permitted by law, the aggregate liability to you for all claims arising out of this Agreement, whether in contract, tort, or otherwise, is limited the amounts you have paid to us during the one year period prior to the date of your claim against us.
• Dispute Resolution. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in New York, NY before one arbitrator. The arbitration shall be administered by JAMS pursuant to its 'Comprehensive Arbitration Rules and Procedures' and in accordance with the 'Expedited Procedures' in those rules. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
• Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, exclusive of conflict or choice of law rules.
• General Provisions. It is expressly agreed that nothing contained in this Agreement shall constitute a partnership, a joint venture, agency or employment relationship between you and us. We shall be entitled to terminate the licenses granted under this Agreement immediately in the case you should breach any term of this Agreement. We shall have the right, at its election, to assign any of its rights under this Agreement, in whole or in part, to any person or entity. You shall not have the right to assign any obligations or rights under this Agreement, absent the express consent by us. This Agreement supersedes all prior agreements between the parties pertaining to the subject matter hereof, whether verbal or written, and any further modification(s) to this Agreement shall not be binding unless in writing and signed by the parties. You are responsible for providing us a valid and current e-mail address. In the event that the last e-mail address you provided is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to us via email to: hello@beatopia.com. Such notice shall be deemed given when received by us. Any waiver or failure to enforce any provision of the Agreement will not be deemed a waiver of any other provision or of such provision on any other occasion. If any portion of this Agreement is held invalid or unenforceable the remaining portions shall remain in full force and effect and such portions held invalid or unenforceable that shall, to the extent permitted by law, be construed in a manner to reflect, as nearly as possible, the original intention of the Parties

TABLE A

Licensee and Track Info