SONGSHOP – STANDARD LICENSE AGREEMENT

BY AND BETWEEN:

[Writer Name] (hereinafter referred to as the “Licensor”)

AND

[User Name] (hereinafter referred to as the “Licensee”)

WHEREAS, Licensor hereby grants to Licensee the non-exclusive right to record a master recording of the musical composition entitled [Composition Name] (the “Composition”) for online and physical distribution as more particularly defined below. The Composition is being made available through SongShop.ca (“SongShop”). 

Licensee agrees to and is legally bound by the following terms and conditions of this Standard License Agreement (the “Agreement”).

1.      ASSIGNMENT OF RIGHTS 

1.1    Licensee is granted a worldwide, non-exclusive, non-transferable, limited commercial right for the use of the Composition, subject to the restrictions and covenants within this agreement. 

1.2    If exclusive rights in and to the Composition are subsequently granted to a third-party, further rights may not be available for the Licensee to purchase. Any rights assigned to any party by the Licensor prior to the execution of this Agreement are not affected hereby and stay valid according to the terms of their respective agreements. 

1.3    Licensee is granted a non-exclusive, limited commercial distribution, performance and broadcast right, as long as Licensee adheres to the following restrictions: 

(i)     A single, limited commercial usage on any physical and/or digital medium such as an album, EP, single or album (the “Master Recording”), with a maximum circulation of up to 2,500 sales units or mechanical reproductions (the “Sales Cap”). Licensee may set the price of the recording at their discretion. 

(ii)    Licensee understands that the rights that are being granted in this Agreement are non-exclusive and that the Licensor will have the full authority and full right to issue other parties the right to use the Composition that is being licensed in this agreement.

(iii)   Licensor understands and agrees they will not rearrange or remove any element of the Composition or use in any manner that could be construed as a commercial usage beyond the scope of the rights assigned in this agreement.

(iv)   Licensee must contact and inform Licensor of sales of units exceeding 2,500 units. Licensor is only bound to this Agreement until sales exceed 2,500 units distributed and sold, at which point Licensor and Licensee will negotiate another fair agreement. Licensor will retain all rights to the Composition.

(v)    Licensee understands that the Licensor maintains the copyright and ownership of the Composition and all rights that lie within. The Licensee has neither the right nor authority to sell or license the rights to the Composition whether in whole or part to any other party, beyond the scope of this Agreement.

(vi)   Licensee cannot use the Composition either as a part or as a whole, as a background element in TV, and film and DVD projects without obtaining written or email consent and/or another license agreement from the Licensor. Notwithstanding the foregoing, Licensee shall have the limited right to use the Composition in a promotional music video and on live videos on Facebook/Instagram/other social media sites. In the event that any such usages are monetized, and the total proceeds from monetization exceeds $2000 USD, Licensee must pay Writer ten percent (10%) of such revenues thereafter. 

(vii)   Use of the Composition for the following uses is not permitted without obtaining a separate exclusive license from Licensor: Commercial Advertisement, Television Broadcast, Video Games usage, Soundtrack usage. 

(viii)    Licensee must include on all productions a credit as required by the Licensor. Licensee agrees to display this statement on all physical and digital media containing a portion or sum of the Composition that is being licensed in this Agreement, including but not limited to: CDs, CD covers, YouTube, Facebook, Instagram, Twitter, website, etc. Credit must be given in one of the following forms:

 “Music written by [Writer Name]”

 “Composition provided by SongShop.ca”

2.       WARRANTIES 

2.1     Licensee shall at all times indemnify and hold harmless Licensor, its partners and affiliates (together with its associated, subsidiary and affiliated companies and their respective employees, officers and directors) from and against any and all claims, damages, liabilities, costs and expenses, including legal expenses and reasonable counsel fees, arising out of any breach or alleged breach of any warranty or representation made in this Agreement or any other act or omission by Licensor.

2.2     Licensee shall also be liable in contract, tort or otherwise, for any loss of profit, business, contracts, revenues or anticipated savings and for any special indirect or consequential damage of any nature whatsoever in connection with any breach by Licensee of any term of this Agreement.

2.3    Without limiting Licensor’s other remedies, Licensor may issue a warning, temporarily suspend, or indefinitely suspend this Agreement and/or may refuse to provide any services to Licensee if Licensee breaches any warranty or other term of this Agreement or if Licensor is unable to verify or authenticate any information Licensee provides or if Licensor believes that Licensee’s actions may cause legal liability for Licensee, Licensor, Licensor’s Affiliates and/or End Users.

2.4    Licensee understands and agrees that it has no ownership of the Composition or the copyrights therein.

3. PAYMENT TO LICENSOR

3.1 For the rights granted hereunder, Licensee shall pay to SongShop a license fee of $19.99 USD (the “Fee”). The Fee shall cover the rights granted herein for the duration of the Term (as defined herein). 

3.2 Licensee shall pay to Licensor $0.10 for each copy of the Composition that is mechanically reproduced, either physically or digitally. Licensee shall account and pay to Licensor on all revenues owed every six (6) months from the date of release of the Master Recording. Licensee must notify Licensor of the proposed date of release of the Master Recording at least fourteen (14) days prior to the release date. All payments are to be made via PayPal to Licensor’s email address: [writer_email]. Payments must be accompanied by a statement of sales and copies sold 

4.     TERM AND TERMINATION

4.1    The term of this Agreement shall commence once payment has been received by Licensor and shall continue for 120 months, or until the Sales Cap is reached.  

4.2    Licensor shall have the right at any time during the continuance of this Agreement to terminate this Agreement forthwith by written notice if Licensee commits or permits to have committed any breach or breaches of any term of this Agreement and Licensee shall not have remedied such breach within five (5) days of being notified of the same.

4.3    Licensee must comply with every aspect of this Agreement or this license will be terminated.

5.     GENERAL

5.1    Severability. If any provision of this Agreement shall be determined by any court or other tribunal of competent jurisdiction to be illegal, void or unenforceable, all other provisions of this Agreement shall nevertheless continue in full force and effect. 

5.2    Assignment. This Agreement shall be personal to Licensee and Licensee shall not be entitled to assign any of its rights or obligations hereunder without the prior written consent of Licensor.

5.3    Jurisdiction. This Agreement shall be governed by the laws and the courts of Canada and the province of Alberta.

5.4    Audit. The Licensor may inspect, examine and otherwise audit (“Audit”) Licensee’s books and records (howsoever stored) to the extent they relate to the Composition for the purposes of determining the accuracy of Licensee’s compliance with the terms agreed upon within this Agreement.  The Licensor shall not be entitled to audit any records which do not specifically relate to the sale of the Composition.  All Audits shall be made during regular business hours upon reasonable prior notice (not less than 30 (thirty) days) and shall be conducted on the Licensor’s behalf by an independent chartered accountant.  If such Audit reveals a breach of the terms of this agreement, Licensee shall pay all reasonable Audit costs (excluding accommodation, travel and subsistence costs) of such Audit.

5.5    Delivery. Once full payment has been received, Licensor will automatically send the download link to Licensee to retrieve the MP3 file(s) for the instrumental(s) and track outs (if applicable), lyric sheet, and chord chart (if applicable).

This Agreement was created, agreed upon and takes effect on this date, [Date].

By reading, understanding and accepting the terms of this agreement and by clicking your confirmation on SongShop.ca, you accept their legal and binding nature.

SONGSHOP – EXCLUSIVE LICENSE AGREEMENT

BY AND BETWEEN:

[Writer Name] (hereinafter referred to as the “Licensor”)

AND

[User Name] (hereinafter referred to as the “Licensee”)

WHEREAS, Licensor hereby grants to Licensee the exclusive right to record a master recording of the musical composition entitled [Composition Name] (the “Composition”) for online and physical distribution as more particularly defined below. The Composition is being made available through SongShop.ca (“SongShop”). 

Licensee agrees to and is legally bound by the following terms and conditions of this Exclusive License Agreement (the “Agreement”).

1.      ASSIGNMENT OF RIGHTS 

1.1    Licensee is granted a worldwide, exclusive, non-transferable, limited commercial right for the use of the Composition, subject to the restrictions and covenants within this agreement. 

1.2     Any rights assigned to any party by the Licensor prior to the execution of this Agreement are not affected hereby and stay valid according to the terms of their respective agreements. 

1.3    Licensee is granted an exclusive, limited commercial distribution, performance and broadcast right, as long as Licensee adheres to the following restrictions: 

(i)     A single, limited commercial usage on any physical and/or digital medium such as an album, EP, single or album (the “Master Recording”), with a maximum circulation of up to 2,500 sales units or mechanical reproductions (the “Sales Cap”). Licensee may set the price of the recording at their discretion. 

(ii)   Licensor understands and agrees they will not rearrange or remove any element of the Composition or use in any manner that could be construed as a commercial usage beyond the scope of the rights assigned in this Agreement.

(iii)   Licensee must contact and inform Licensor of sales of units exceeding 2,500 units. Licensor is only bound to this Agreement until sales exceed 2,500 units distributed and sold, at which point Licensor and Licensee will negotiate another fair agreement. 

(iv)    Licensee understands that the Licensor maintains the copyright and ownership of the Composition and all rights that lie within. The Licensee has neither the right nor authority to sell or license the rights to the Composition whether in whole or part to any other party, beyond the scope of this Agreement.

(v)   Licensee cannot use the Composition either as a part or as a whole, as a background element in TV, and film and DVD projects without obtaining written or email consent and/or another license agreement from the Licensor. Notwithstanding the foregoing, Licensee shall have the limited right to use the Composition in a promotional music video and on live videos on Facebook/Instagram/other social media sites. In the event that any such usages are monetized, and the total proceeds from monetization exceeds $2000 USD, Licensee must pay Writer ten percent (10%) of such revenues thereafter. 

(vi)   Use of the Composition for the following uses is not permitted without obtaining a separate exclusive license from Licensor: Commercial Advertisement, Television Broadcast, Video Games usage, Soundtrack usage. 

(vii)    Licensee must include on all productions a credit as required by the Licensor. Licensee agrees to display this statement on all physical and digital media containing a portion or sum of the Composition that is being licensed in this Agreement, including but not limited to: CDs, CD covers, YouTube, Facebook, Instagram, Twitter, website, etc. Credit must be given in one of the following forms:

 “Music written by [Writer Name]”

 “Composition provided by SongShop.ca”

2.       WARRANTIES 

2.1     Licensee shall at all times indemnify and hold harmless Licensor, its partners and affiliates (together with its associated, subsidiary and affiliated companies and their respective employees, officers and directors) from and against any and all claims, damages, liabilities, costs and expenses, including legal expenses and reasonable counsel fees, arising out of any breach or alleged breach of any warranty or representation made in this Agreement or any other act or omission by Licensor.

2.2     Licensee shall also be liable in contract, tort or otherwise, for any loss of profit, business, contracts, revenues or anticipated savings and for any special indirect or consequential damage of any nature whatsoever in connection with any breach by Licensee of any term of this Agreement.

2.3    Without limiting Licensor’s other remedies, Licensor may issue a warning, temporarily suspend, or indefinitely suspend this Agreement and/or may refuse to provide any services to Licensee if Licensee breaches any warranty or other term of this Agreement or if Licensor is unable to verify or authenticate any information Licensee provides or if Licensor believes that Licensee’s actions may cause legal liability for Licensee, Licensor, Licensor’s Affiliates and/or End Users.

2.4    Licensee understands and agrees that it has no ownership of the Composition or the copyrights therein.

3. PAYMENT TO LICENSOR

3.1 For the rights granted hereunder, Licensee shall pay to SongShop a license fee of $49.99 USD (the “Fee”). The Fee shall cover the rights granted herein for the duration of the Term (as defined herein). 

3.2 Licensee shall pay to Licensor $0.20 for each copy of the Composition that is mechanically reproduced, either physically or digitally. Licensee shall account and pay to Licensor on all revenues owed every six (6) months from the date of release of the Master Recording. Licensee must notify Licensor of the proposed date of release of the Master Recording at least fourteen (14) days prior to the release date. All payments are to be made via PayPal to Licensor’s email address: [writer_email]. Payments must be accompanied by a statement of sales and copies sold

4.     TERM AND TERMINATION

4.1    The term of this Agreement shall commence once payment has been received by Licensor and shall continue for 6 months, or until the Sales Cap is reached.  

4.2    Licensor shall have the right at any time during the continuance of this Agreement to terminate this Agreement forthwith by written notice if Licensee commits or permits to have committed any breach or breaches of any term of this Agreement and Licensee shall not have remedied such breach within five (5) days of being notified of the same.

4.3    Licensee must comply with every aspect of this Agreement or this license will be terminated.

5.     GENERAL

5.1    Severability. If any provision of this Agreement shall be determined by any court or other tribunal of competent jurisdiction to be illegal, void or unenforceable, all other provisions of this Agreement shall nevertheless continue in full force and effect. 

5.2    Assignment. This Agreement shall be personal to Licensee and Licensee shall not be entitled to assign any of its rights or obligations hereunder without the prior written consent of Licensor.

5.3    Jurisdiction. This Agreement shall be governed by the laws and the courts of Canada and the province of Alberta.

5.4    Audit. The Licensor may inspect, examine and otherwise audit (“Audit”) Licensee’s books and records (howsoever stored) to the extent they relate to the Composition for the purposes of determining the accuracy of Licensee’s compliance with the terms agreed upon within this Agreement.  The Licensor shall not be entitled to audit any records which do not specifically relate to the sale of the Composition.  All Audits shall be made during regular business hours upon reasonable prior notice (not less than 30 (thirty) days) and shall be conducted on the Licensor’s behalf by an independent chartered accountant.  If such Audit reveals a breach of the terms of this agreement, Licensee shall pay all reasonable Audit costs (excluding accommodation, travel and subsistence costs) of such Audit.

5.5    Delivery. Once full payment has been received, Licensor will automatically send the download link to Licensee to retrieve the MP3 file(s) for the instrumental(s) and track outs (if applicable), lyric sheet, and chord chart (if applicable).

This Agreement was created, agreed upon and takes effect on this date, [Date].

By reading, understanding and accepting the terms of this agreement and by clicking your confirmation on SongShop.ca, you accept their legal and binding nature.

SONGSHOP – PUBLISHER STANDARD LICENSE AGREEMENT

(Platinum License)

BY AND BETWEEN:

[Writer Name] (hereinafter referred to as the “Licensor”)

[writer email]

AND

[User Name] (hereinafter referred to as the “Licensee”)

[user email]

WHEREAS, Licensor hereby grants to Licensee the non-exclusive right to record a master recording of the musical composition entitled [Composition Name] (the “Composition”) for online and physical distribution as more particularly defined below. The Composition is being made available through SongShop.ca (“SongShop”). 

Licensee agrees to and is legally bound by the following terms and conditions of this Standard License Agreement (the “Agreement”).

1.      ASSIGNMENT OF RIGHTS 

1.1    Licensee is granted a worldwide, non-exclusive, non-transferable, limited commercial right for the use of the Composition, subject to the restrictions and covenants within this agreement. 

1.2    If exclusive rights in and to the Composition are subsequently granted to a third-party, further rights may not be available for the Licensee to purchase. Any rights assigned to any party by the Licensor prior to the execution of this Agreement are not affected hereby and stay valid according to the terms of their respective agreements. 

1.3    Licensee is granted a non-exclusive, limited commercial distribution, performance and broadcast right, as long as Licensee adheres to the following restrictions: 

(i)     A single, limited commercial usage on any physical and/or digital medium such as an album, EP, single or album (the “Master Recording”), with a maximum circulation of up to 2,500 sales units or mechanical reproductions (the “Sales Cap”). Licensee may set the price of the recording at their discretion. 

(ii)    Licensee understands that the rights that are being granted in this Agreement are non-exclusive and that the Licensor will have the full authority and full right to issue other parties the right to use the Composition that is being licensed in this agreement.

(iii)   Licensor understands and agrees they will not rearrange or remove any element of the Composition or use in any manner that could be construed as a commercial usage beyond the scope of the rights assigned in this agreement.

(iv)   Licensee must contact and inform Licensor of sales of units exceeding 2,500 units. Licensor is only bound to this Agreement until sales exceed 2,500 units distributed and sold, at which point Licensor and Licensee will negotiate another fair agreement. Licensor will retain all rights to the Composition.

(v)    Licensee understands that the Licensor maintains the copyright and ownership of the Composition and all rights that lie within. The Licensee has neither the right nor authority to sell or license the rights to the Composition whether in whole or part to any other party, beyond the scope of this Agreement.

(vi)   Licensee cannot use the Composition either as a part or as a whole, as a background element in TV, and film and DVD projects without obtaining written or email consent and/or another license agreement from the Licensor. Notwithstanding the foregoing, Licensee shall have the limited right to use the Composition in a promotional music video and on live videos on Facebook/Instagram/other social media sites. In the event that any such usages are monetized, and the total proceeds from monetization exceeds $2000 USD, Licensee must pay Licensor ten percent (10%) of such revenues thereafter. 

(vii)   Use of the Composition for the following uses is not permitted without obtaining a separate exclusive license from Licensor: Commercial Advertisement, Television Broadcast, Video Games usage, Soundtrack usage. 

(viii)    Licensee must include on all productions a credit as required by the Licensor. Licensee agrees to display this statement on all physical and digital media containing a portion or sum of the Composition that is being licensed in this Agreement, including but not limited to: CDs, CD covers, YouTube, Facebook, Instagram, Twitter, website, etc. Credit must be given in one of the following forms:

 “Music written by [Writer Name]”

 “Composition provided by SongShop.ca”

2.       WARRANTIES 

2.1     Licensee shall at all times indemnify and hold harmless Licensor, its partners and affiliates (together with its associated, subsidiary and affiliated companies and their respective employees, officers and directors) from and against any and all claims, damages, liabilities, costs and expenses, including legal expenses and reasonable counsel fees, arising out of any breach or alleged breach of any warranty or representation made in this Agreement or any other act or omission by Licensor.

2.2     Licensee shall also be liable in contract, tort or otherwise, for any loss of profit, business, contracts, revenues or anticipated savings and for any special indirect or consequential damage of any nature whatsoever in connection with any breach by Licensee of any term of this Agreement.

2.3    Without limiting Licensor’s other remedies, Licensor may issue a warning, temporarily suspend, or indefinitely suspend this Agreement and/or may refuse to provide any services to Licensee if Licensee breaches any warranty or other term of this Agreement or if Licensor is unable to verify or authenticate any information Licensee provides or if Licensor believes that Licensee’s actions may cause legal liability for Licensee, Licensor, Licensor’s Affiliates and/or End Users.

2.4    Licensee understands and agrees that it has no ownership of the Composition or the copyrights therein.

3. PAYMENT TO LICENSOR

3.1 For the rights granted hereunder, Licensee shall pay to SongShop a license fee of $19.99 USD (the “Fee”). The Fee shall cover the rights granted herein for the duration of the Term (as defined herein). 

3.2 Licensee shall pay to Licensor $0.091 for each copy of the Composition that is mechanically reproduced, either physically or digitally. Licensee must notify Licensor of the proposed date of release of the Master Recording at least fourteen (14) days prior to the release date. All royalties and payments will be handled by Licensor Administration.

4.     TERM AND TERMINATION

4.1    The term of this Agreement shall commence once payment has been received by Licensor and shall continue for _____ months, or until the Sales Cap is reached.  

4.2    Licensor shall have the right at any time during the continuance of this Agreement to terminate this Agreement forthwith by written notice if Licensee commits or permits to have committed any breach or breaches of any term of this Agreement and Licensee shall not have remedied such breach within five (5) days of being notified of the same.

4.3    Licensee must comply with every aspect of this Agreement or this license will be terminated.

5.     GENERAL

5.1    Severability. If any provision of this Agreement shall be determined by any court or other tribunal of competent jurisdiction to be illegal, void or unenforceable, all other provisions of this Agreement shall nevertheless continue in full force and effect. 

5.2    Assignment. This Agreement shall be personal to Licensee and Licensee shall not be entitled to assign any of its rights or obligations hereunder without the prior written consent of Licensor.

5.3    Jurisdiction. This Agreement shall be governed by the laws and the courts of Canada and the province of Alberta.

5.4    Audit. The Licensor may inspect, examine and otherwise audit (“Audit”) Licensee’s books and records (howsoever stored) to the extent they relate to the Composition for the purposes of determining the accuracy of Licensee’s compliance with the terms agreed upon within this Agreement.  The Licensor shall not be entitled to audit any records which do not specifically relate to the sale of the Composition.  All Audits shall be made during regular business hours upon reasonable prior notice (not less than 30 (thirty) days) and shall be conducted on the Licensor’s behalf by an independent chartered accountant.  If such Audit reveals a breach of the terms of this agreement, Licensee shall pay all reasonable Audit costs (excluding accommodation, travel and subsistence costs) of such Audit.

5.5    Delivery. Once full payment has been received, Licensor will automatically send the download link to Licensee to retrieve the MP3 file(s) for the instrumental(s) and track outs (if applicable), lyric sheet, and chord chart (if applicable).

This Agreement was created, agreed upon and takes effect on this date, [Date].

By reading, understanding and accepting the terms of this agreement and by clicking your confirmation on SongShop.ca, you accept their legal and binding nature.

SONGSHOP – PUBLISHER EXCLUSIVE LICENSE AGREEMENT

(Diamond License)

BY AND BETWEEN:

[Publisher Name] (hereinafter referred to as the “Licensor”)

[writer email]

AND

[User Name] (hereinafter referred to as the “Licensee”)

[user email]

WHEREAS, Licensor hereby grants to Licensee the semi-exclusive right to record a master recording of the musical composition entitled [Composition Name] (the “Composition”) for online and physical distribution as more particularly defined below. The Composition is being made available through SongShop.ca (“SongShop”). 

Licensee agrees to and is legally bound by the following terms and conditions of this Publisher Exclusive License Agreement (the “Agreement”).

Licensor and Licensee agree that “semi exclusive” means no other licenses shall be granted on SongShop or any other licensing platform for the duration of this agreement.

1.      ASSIGNMENT OF RIGHTS 

1.1    Licensee is granted a worldwide, Semi-Exclusive, non-transferable, limited commercial right for the use of the Composition, subject to the restrictions and covenants within this agreement. 

1.2    Licensor reserves the right to grant new licenses to major labels, artists, and any party it deems appropriate to improve the overall success of the composition.

1.3     Any rights assigned to any party by the Licensor prior to the execution of this Agreement are not affected hereby and stay valid according to the terms of their respective agreements. 

1.4    Licensee is granted a semi-exclusive, limited commercial distribution, performance and broadcast right, as long as Licensee adheres to the following restrictions: 

(i)     A single, limited commercial usage on any physical and/or digital medium such as an album, EP, single or album (the “Master Recording”), with a maximum circulation of up to 2,500 sales units or mechanical reproductions (the “Sales Cap”). Licensee may set the price of the recording at their discretion. 

(ii)   Licensor understands and agrees they will not rearrange or remove any element of the Composition or use in any manner that could be construed as a commercial usage beyond the scope of the rights assigned in this Agreement.

(iii)   Licensee must contact and inform Licensor of sales of units exceeding 2,500 units. Licensor is only bound to this Agreement until sales exceed 2,500 units distributed and sold, at which point Licensor and Licensee will negotiate another fair agreement. 

(iv)    Licensee understands that the Licensor maintains the copyright and ownership of the Composition and all rights that lie within. The Licensee has neither the right nor authority to sell or license the rights to the Composition whether in whole or part to any other party, beyond the scope of this Agreement.

(v)   Licensee cannot use the Composition either as a part or as a whole, as a background element in TV, and film and DVD projects without obtaining written or email consent and/or another license agreement from the Licensor. Notwithstanding the foregoing, Licensee shall have the limited right to use the Composition in a promotional music video and on live videos on Facebook/Instagram/other social media sites. In the event that any such usages are monetized, and the total proceeds from monetization exceeds $2000 USD, Licensee must pay Licensor ten percent (10%) of such revenues thereafter. 

(vi)   Use of the Composition for the following uses is not permitted without obtaining a separate exclusive license from Licensor: Commercial Advertisement, Television Broadcast, Video Games usage, Soundtrack usage. 

(vii)    Licensee must include on all productions a credit as required by the Licensor. Licensee agrees to display this statement on all physical and digital media containing a portion or sum of the Composition that is being licensed in this Agreement, including but not limited to: CDs, CD covers, YouTube, Facebook, Instagram, Twitter, website, etc. Credit must be given in one of the following forms:

 “Music provided by [Publisher Name]”

 “Composition provided by SongShop.ca”

2.       WARRANTIES 

2.1     Licensee shall at all times indemnify and hold harmless Licensor, its partners and affiliates (together with its associated, subsidiary and affiliated companies and their respective employees, officers and directors) from and against any and all claims, damages, liabilities, costs and expenses, including legal expenses and reasonable counsel fees, arising out of any breach or alleged breach of any warranty or representation made in this Agreement or any other act or omission by Licensor.

2.2     Licensee shall also be liable in contract, tort or otherwise, for any loss of profit, business, contracts, revenues or anticipated savings and for any special indirect or consequential damage of any nature whatsoever in connection with any breach by Licensee of any term of this Agreement.

2.3    Without limiting Licensor’s other remedies, Licensor may issue a warning, temporarily suspend, or indefinitely suspend this Agreement and/or may refuse to provide any services to Licensee if Licensee breaches any warranty or other term of this Agreement or if Licensor is unable to verify or authenticate any information Licensee provides or if Licensor believes that Licensee’s actions may cause legal liability for Licensee, Licensor, Licensor’s Affiliates and/or End Users.

2.4    Licensee understands and agrees that it has no ownership of the Composition or the copyrights therein.

3. PAYMENT TO LICENSOR

3.1 For the rights granted hereunder, Licensee shall pay to SongShop a license fee of $49.99 USD (the “Fee”). The Fee shall cover the rights granted herein for the duration of the Term (as defined herein). 

3.2 Licensee shall pay to Licensor $0.091 for each copy of the Composition that is mechanically reproduced, either physically or digitally. Licensee must notify Licensor of the proposed date of release of the Master Recording at least fourteen (14) days prior to the release date via email [writer_email]. All royalties and payment will be handled by the Licensors administration. 

4.     TERM AND TERMINATION

4.1    The term of this Agreement shall commence once payment has been received by Licensor and shall continue for _____ months, or until the Sales Cap is reached.  

4.2    Licensor shall have the right at any time during the continuance of this Agreement to terminate this Agreement forthwith by written notice if Licensee commits or permits to have committed any breach or breaches of any term of this Agreement and Licensee shall not have remedied such breach within five (5) days of being notified of the same.

4.3    Licensee must comply with every aspect of this Agreement or this license will be terminated.

5.     GENERAL

5.1    Severability. If any provision of this Agreement shall be determined by any court or other tribunal of competent jurisdiction to be illegal, void or unenforceable, all other provisions of this Agreement shall nevertheless continue in full force and effect. 

5.2    Assignment. This Agreement shall be personal to Licensee and Licensee shall not be entitled to assign any of its rights or obligations hereunder without the prior written consent of Licensor.

5.3    Jurisdiction. This Agreement shall be governed by the laws and the courts of Canada and the province of Alberta.

5.4    Audit. The Licensor may inspect, examine and otherwise audit (“Audit”) Licensee’s books and records (howsoever stored) to the extent they relate to the Composition for the purposes of determining the accuracy of Licensee’s compliance with the terms agreed upon within this Agreement.  The Licensor shall not be entitled to audit any records which do not specifically relate to the sale of the Composition.  All Audits shall be made during regular business hours upon reasonable prior notice (not less than 30 (thirty) days) and shall be conducted on the Licensor’s behalf by an independent chartered accountant.  If such Audit reveals a breach of the terms of this agreement, Licensee shall pay all reasonable Audit costs (excluding accommodation, travel and subsistence costs) of such Audit.

5.5    Delivery. Once full payment has been received, Licensor will automatically send the download link to Licensee to retrieve the MP3 file(s) for the instrumental(s) and track outs (if applicable), lyric sheet, and chord chart (if applicable).

This Agreement was created, agreed upon and takes effect on this date, [Date].

By reading, understanding and accepting the terms of this agreement and by clicking your confirmation on SongShop.ca, you accept their legal and binding nature.