AudioSparx Content Licensing Agreement

Parties to Agreement – This is a legal agreement between you (hereinafter known as "You" or "Licensor") and AudioSparx, a division of Navarr Enterprises Inc, located at 2800 N. 6th St, Saint Augustine, FL 32084 USA (hereinafter known as "AudioSparx" or "Licensee") (and together known as the "Parties") to provide Licensor's audio content for sale and commercial utilization at the AudioSparx.com, RadioSparx.com, and various other websites and services operated by AudioSparx.

Recitals

Whereas Licensor owns or controls the intellectual property rights in one or more audio tracks and related content comprising the Works, and wishes to engage the services of AudioSparx to market, license, distribute, and monetize the Works in various different ways;

Whereas AudioSparx operates various different music and sound effect- related businesses and specializes in the commercial marketing, licensing, publishing, distribution, commercialization, and monetization of the Works, the Parties agree to be bound by the terms below.

Recorded Content – You hereby warrant and represent that you are the sole and exclusive owner of, or otherwise fully control and are authorized to license, all copyrights, neighboring rights, trademark rights, publicity rights, and all other intellectual property and proprietary rights necessary to license the sound recordings and, if applicable, the underlying musical compositions as recorded, together with any and all related content provided by Licensor to AudioSparx in connection with such recordings, including, without limitation, artwork, cover images, photographs, videos, music videos, promotional videos, lyrics, metadata, descriptive text, keywords, titles, text, artist biographies, album information, liner notes, documentation, annotations, and any other content, media, stems, files, data, materials, or other assets supplied by Licensor (collectively, the "Works"). Licensor further warrants and represents that Licensor has the full right, power, and authority to provide the Works to AudioSparx and to grant all rights and licenses set forth in this Agreement, or, where applicable, that Licensor is fully authorized by the applicable copyright holders and other rightsholders to do so. The Works are provided to AudioSparx for worldwide marketing, licensing, sublicensing, distribution, commercialization, and all other uses permitted under this Agreement. At all times, Licensor shall retain ownership of the Works, subject to the perpetual, irrevocable, non-exclusive rights and licenses granted to AudioSparx under this Agreement. 

Grant of Rights – Licensor grants to AudioSparx a perpetual, irrevocable, non- exclusive right to represent, market, license, sublicense, and distribute to clients on a worldwide basis the Works for all types of commercial and consumer uses, for the financial benefit of Licensor, including but not limited to TV shows, films, commercials, games, multimedia projects, theatrical productions, direct-licensed commercial music service (hereafter "CMS uses", also known variously as "environmental music", or "in-store music"), ringtones, digital downloads, streaming services, and other current and future forms of commercial exploitation. The grant of rights to AudioSparx herewith includes a comprehensive set of rights in and to the Works for AudioSparx's utilization of the Works in all media, whether now known or hereafter developed, as necessary to perform its obligations defined herein, including, without limitation, copyrights, master use rights, synchronization rights, mechanical rights, streaming rights, duplication rights, public performance rights, public display rights, distribution rights, reproduction rights, adaptation rights, derivative work rights, ephemeral rights, and neighboring/related rights (hereinafter collectively the "Rights"). Further, Licensor herewith grants to AudioSparx the right to represent and market the Works and to license and sublicense the Works and Rights to clients, as well as to distributors, sub-publishers, marketing agents, resellers, channel partners, and other similar entities (collectively hereafter "Distributors") for further sublicensing, licensing, marketing, commercialization, and distribution to their clients under the same or similar terms of this License Agreement, for the various and similar types of commercial and consumer uses mentioned above, for the benefit of Licensor.

For the avoidance of doubt, the rights granted herein apply equally to all components of the Works, including, without limitation, all artwork, cover art, images, photographs, videos, music videos, promotional videos, metadata, descriptive information, text, keywords, titles, artist biographies, album information, documentation, annotations, lyrics, promotional materials, and all other content, media, stems, files, data, materials, and other assets of every kind supplied by Licensor to AudioSparx. Licensor grants AudioSparx the perpetual, irrevocable, worldwide, non-exclusive right to reproduce, host, display, publicly display, publicly perform, modify, adapt, create derivative works from, distribute, market, monetize, license, sublicense, and otherwise use and commercially exploit the Works and all related materials in connection with AudioSparx's present and future businesses, products, services, technologies, platforms, partnerships, licensing activities, distribution activities, promotional activities, and the promotion, marketing, licensing, distribution, commercialization, and other exploitation thereof, for the financial benefit of Licensor.

For the avoidance of doubt, the rights granted herein include the right to organize, aggregate, annotate, analyze, transform, combine, index, search, and license the Works, in whole or in part, for artificial intelligence, machine learning, data analytics, search, recommendation, evaluation, testing, and other computational purposes.

Sole Discretion and Restrictions - AudioSparx reserves the right to reject any artist or track in its sole discretion. 

Internal Licensing Operations - Internal licensing sales shall occur via the AudioSparx.com website as well as via other optional internally-operated websites including RadioSparx.com and StockMusicSite.com (hereafter the "Sites"). This license agreement shall govern Licensor's participation within all the Sites. 

Artist Application and Works - Licensor agrees to submit a new Artist Application (hereafter the "Application") for each individual artist that Licensor desires to upload and market Works for at the Sites. AudioSparx shall review each Application and in its sole and exclusive discretion may accept or reject any individual Application. When an artist is accepted by AudioSparx to participate on the Sites, if at any time AudioSparx determines that the Works being uploaded by Licensor for the artist seem unprofessional, substandard, offensive or otherwise unacceptable, AudioSparx reserves the right in its sole and exclusive discretion to delete individual tracks or completely terminate any individual artist and remove that artist’s content from our Sites. Any pending or future earnings that may exist will continue at all times to be paid to Licensor during the standard commission payment cycles.

Limited Opt-Out Window - For any new artist that is accepted to participate on the Sites, the artist shall be automatically opted-in to participate in all eligible internally-operated sites and all external distribution opportunities. Within the first 10 days in which the new artist is activated, Licensor may choose to opt-out of some of these sites and opportunities by simply disabling those options from the Artist Properties page at the AudioSparx website. If Licensor does not opt-out within 10 days, then that artist and that artist's Works shall not be eligible to opt-out of any site or distribution opportunity after that time, except at the sole discretion of AudioSparx.

Pricing - AudioSparx shall assign an initial price to the Works during the track upload process, which may be modified by Licensor as appropriate. AudioSparx may on occasion discount the pricing by a reasonable amount for individual licensing transactions as appropriate and/or necessary in order to close custom-negotiated deals. AudioSparx reserves the right to adjust pricing for your tracks if you price your tracks too high or too low, substantially outside the range of standard market rates for the industries served by AudioSparx.

Compensation - AudioSparx shall pay Royalties to Licensor in the amount of 40% of gross licensing revenue attributable to the licensing of the Works by clients and Distributors. This shall apply to all revenue earned internally, via license sales to clients, as well as to any revenue earned externally via any external opportunities. For the avoidance of doubt, any fees paid by Clients in connection with any services performed for Client by Licensee, such as research and music supervision services, shall not be deemed part of the licensing revenue, and AudioSparx shall invoice Clients separately from any licensing fees for such services. Licensor agrees to compensate as appropriate and in full any and all rights-holders in its catalog, such as but not limited to composers, lyricists, arrangers, producers, performers, artists, vocalists, session players, etc. from the Royalties as received from AudioSparx and shall not obligate, nor attempt to obligate AudioSparx to make direct compensation to any other or additional rights-holders or third parties from the licensing revenue received by AudioSparx.  For the avoidance of doubt, licensing revenue attributable to the Works includes revenue derived from licensing, sublicensing, commercialization, monetization, or other authorized exploitation of any component of the Works.

Term - The Term of this license is perpetual and irrevocable (i.e. forever and cannot be terminated). For clarification, any Works uploaded to the AudioSparx website shall be considered to be perpetually and irrevocably licensed to AudioSparx and shall not be eligible for removal or take-down, subject to the conditions in the following paragraph. By way of explanation, a perpetual license is essential to provide a stable shopping experience for our clients, and the continual availability of the Works on the AudioSparx websites avoids a client selecting a track and later returning to license it only to find it has disappeared from the websites unexpectedly. Further, various clients and Distributors that AudioSparx works with to make available the AudioSparx music library for their production usage require a perpetual license, hence take-downs are counter-productive to maintaining and establishing such long-term relationships. For use of the licensed Works in the RadioSparx site and associated licensing for commercial background music uses (as well as various other types of uses as may be required by copyright law in specific individual territories), some territories throughout the world limit this type of license to a five- year term, with annual renewal terms after the first five years; for such territories, AudioSparx use of the Works shall fall under such a five (5) year term structure plus annual renewals thereafter, and Licensor may, at their sole discretion, discontinue that aspect of this license, solely for such territories, after the first five year term, or after any one-year renewal term after the initial five-year term, provided that Licensor notifies AudioSparx about such territory-specific terminations at least a thirty (30) day prior to the end of the initial term or any renewal terms thereafter.  Such territory-specific terminations shall limit AudioSparx's rights to utilize the Works only in the affected territories, and strictly for the specific uses terminated by Licensor, and shall otherwise not impact AudioSparx right to utilize the Works throughout the rest of the World on a perpetual irrevocable basis.

Disabling or Deleting Tracks - In general, take-downs are prohibited and disallowed. Take-downs are extremely disruptive to our business and to our clients, and hence, unless there is a critical and compelling reason for any track to be deleted or withdrawn, take-down requests will generally be denied. Any individual track take-downs or removals are at the sole and exclusive discretion of AudioSparx . For clarification, Licensor may request that any individual track be disabled for sale, or deleted from the Sites, or withdrawn from any external distribution, however, such take-downs, deletions, and/or withdrawals are granted on a case-by-case basis at the sole and exclusive discretion of AudioSparx, and may be denied. This is especially true if the Licensor's reason for requesting a takedown is to license a track exclusively to some third party, which clearly contravenes the perpetual and irrevocable nature of this license agreement.

External Distributions - Licensor may choose to participate in various external distribution opportunities that AudioSparx makes available to its vendors. At the commencement of this agreement, and as Licensor adds new artists to this agreement, each new artist will be automatically opted-in to participate in most of the available external distribution opportunities we provide. Some opportunities require your explicit opt-in. Within the first 10 days of adding a new artist to the site, Licensor may choose to opt-out of any or all external distribution opportunities. After the first 10 days have passed, permitting any further opt-outs shall be at the sole discretion of AudioSparx. For any tracks which have been externally distributed, such distributions are permanent and takedowns are forever prohibited. For clarification, such external licensing activity for any of Licensor's tracks that have been distributed externally shall continue on a perpetual and irrevocable basis and takedowns of the externally distributed content shall be forever prohibited. Any revenue earned via external distribution licensing or sales shall be paid to Licensor in the calendar quarter following the quarter in which the revenue was received at AudioSparx, and earnings shall continue on a perpetual basis for benefit of Licensor and Licensor's heirs or assigns.

Commissions Payments - Within 15 days after the end of each calendar quarter, AudioSparx shall email Licensor a quarterly royalty statement detailing each individual track sale and all other earned revenue. Once Licensor's accumulated royalties are equal or greater than $25.00, AudioSparx shall send payment to Licensor within 45 days after the end of each calendar quarter. AudioSparx requires Licensor to utilize a PayPal account to receive payment because payment can be issued by AudioSparx in a timely manner and avoids potential delays and problems that can occur with mailed checks (please visit www.PayPal.com to set up a free account). AudioSparx uses PayPal's MassPay service to make payments; for US-based vendors, you are not charged a transaction percentage or fee, by PayPal to receive payment in this way - you receive your full commission amount from AudioSparx with no offsets or withholds. For vendors outside the US, a fee of 2% (maximum $20) is deducted from your quarterly payment to cover the fee charged by PayPal to make international payments. For Licensors located in a country which does not accept PayPal payments, wire transfers may be used instead, however, the payment threshold is $400 (instead of $25) and a $40 fee is charged to Vendor to cover the bank costs for AudioSparx to disburse payment via wire transfer.

Publishing Administration - AudioSparx provides an optional publishing administration service to handle the process of registering your tracks with the PROs, collecting cue sheet information from clients, filing cue sheets and more, all of which is covered under a separate opt-in Publishing Administration license agreement. Participation in our publishing administration service is strictly optional and requires your explicit opt-in once your vendor account has been established here. If so desired, you may administer your own publishing, or utilize the services of an external publishing administrator.

Performance Royalty Earnings - Licensor and any composers represented by Licensor's Works are at all times during the term of this license eligible to earn performance royalties in association with broadcast-use placements obtained by AudioSparx for Licensor's Works. Such performance royalties are generated via the statutory licensing services (hereafter "Statutory Licensing") provided by performing rights organizations (hereafter "PROs") and collecting societies (collectively hereafter "Society" or "Societies") such as ASCAP, BMI and others around the world. AudioSparx utilizes Statutory Licensing for TV broadcast uses and some limited radio commercial broadcast uses, as well as some long-tail video streaming uses on the Internet (hereafter collectively "Broadcast Uses"). Licensor shall be entitled to receive performance royalties for any eligible uses of their music tracks in Broadcast Uses. In order to participate in these types of earnings, Licensor's composer(s) must be registered at a PRO somewhere in the world. Performance royalties for Broadcast Uses are paid directly to Licensor's composers from PROs, not from AudioSparx . AudioSparx requires that clients licensing music Works for Broadcast Use provide cue sheet information to AudioSparx or to Licensor's designated publishing administrator so that cue sheets may be filed as appropriate for eligible Broadcast Uses to facilitate payment of performance royalties from PROs.

Direct Licensing - Licensor authorizes AudioSparx, at its own discretion, to enter into Direct Licensing agreements for Licensor's Works with clients and Distributors, on a worldwide basis, for the purpose of licensing the public performance rights, neighboring/related rights, and any other necessary rights required to direct license the Works. For this type of licensing activity, Licensor shall earn licensing fees via direct payments from clients and/or Distributors to AudioSparx. Licensor acknowledges and warrants to AudioSparx that this authorization shall not conflict with any prior license agreements to which Licensor, Licensor's composers, performing artists, producers, sound recording owners, or any other rightsholders in the Works (hereinafter collectively "Rightsholders") may be engaged. To the extent which there are any other pre- existing license agreements in effect in which Rightsholders' participation may impede or conflict with AudioSparx's exercise of its authorization to enter into Direct Licensing transactions as provided by this agreement, Licensor agrees to withdraw and compel all Rightsholders represented by Licensor to withdraw from any and all such other conflicting licenses, should any such agreements exist, prior to commencing this license agreement with AudioSparx. Licensor acknowledges that this license agreement shall cancel, revoke and/or supersede any and all such other conflicting authorizations which may exist for any of the Rightsholders whom Licensor represents and is licensing herein on behalf of, commencing on the effective date of this license agreement. 

Society Exemptions - Licensor and Licensor's Rightsholders herewith waive any requirement for any Societies to ever be obligated to pay out or disburse any royalties or so-called equitable remuneration in relation to any direct-licensed uses, and so-called "secondary uses", of Licensor's Works, and that Societies shall at all times be exempt from paying royalties and/or equitable remuneration to Licensor and Licensor's Rightsholders in relation to any direct-licensed uses and secondary uses of Licensor's Works. Licensor and Licensor's Rightsholders herewith agree to forever waive the right to make any claims or demands against Societies throughout the world for royalties or equitable remuneration in relation to any direct-licensed uses of Licensor's Works, as transacted by Licensee, considering that compensation for all direct-licensed uses of Licensor's Works shall at all times be paid directly by AudioSparx , since it is AudioSparx , not Societies, who is controlling and transacting the direct-licensing commerce.

Representation Authorization Concerning Societies - Licensor herewith authorizes AudioSparx to represent and act on behalf of Licensor and Licensor's Rightsholders concerning any issues related to Collecting Societies and Collective Management Organizations (hereinafter "CMOs"), for the purposes of providing any Society-related or Society-required notifications concerning direct licensing activity and commerce related to Licensor's music Works. Further, Licensor herewith appoints and grants AudioSparx, in the name of and on the behalf of Licensor and Licensor's Rightsholders, a limited power of attorney to exercise and perform any acts necessary to facilitate participation in direct licensing commerce, strictly in connection with, arising from, or relating to Licensor's and Licensor's Rightsholders participation, authorizations, rights, and responsibilities concerning CMOs around the world. This grant shall include the full power and authority to do, take, and perform each and every act or thing whatsoever necessary or proper to be done, in the exercise of any of the rights and powers granted in this agreement, as fully to all intents and purposes as Licensor or Licensor's Rightsholders might or could do if personally present, with full power of substitution or revocation. AudioSparx herewith ratifies and confirms whatever act or thing that AudioSparx shall lawfully do or cause to be done by virtue of this durable limited power of attorney and the rights and powers granted herewith. The rights, powers, and authority granted in this durable limited power of attorney shall commence and be in full force on the commencement date of this agreement and such rights, powers and authority shall remain in full force and effect throughout the term of this agreement. This grant is to be construed and interpreted as a durable limited power of attorney. This durable limited power of attorney shall not be affected by disability of Licensor or Licensor's Rightsholders, except as provided by statute.

AI-Generated and AI- Assisted Content. The inclusion of AI-generated or AI-assisted content is permitted under this Agreement, provided that every Recording and other Deliverable submitted by the Licensor contains sufficient original human authorship to qualify for copyright protection under the applicable copyright laws of the jurisdiction in which such Recording or Deliverable was created. The Licensor represents and warrants that each Recording and Deliverable is capable of being protected by copyright, or is otherwise subject to a valid claim of copyright ownership by the Licensor, whether or not such copyright has been registered. The Licensor further represents and warrants that it owns or otherwise possesses, and shall maintain throughout the Term, all rights, licenses, consents, permissions and other legal authority necessary to distribute, license and otherwise exploit such Recordings and Deliverables and to grant the rights granted to AudioSparx under this Agreement. The Licensor shall ensure that no Recording or Deliverable submitted to AudioSparx consists solely of uncopyrightable AI-generated output lacking sufficient original human authorship. The Licensor shall be solely responsible for obtaining and maintaining all rights, licenses, consents and permissions required for any AI-generated or AI-assisted content incorporated into the Recordings or Deliverables.  The Licensor acknowledges that AudioSparx is entitled to rely upon the foregoing representations and warranties in determining the eligibility of any Recording or Deliverable for distribution, synchronization licensing, commercial licensing, and all other licensing activities conducted by AudioSparx and RadioSparx.

Works and Related Materials May Be Used for Marketing and Promotional Purposes - AudioSparx and AudioSparx's Distributors may, in their sole discretion and without additional compensation to Licensor, utilize the Works and all related artwork, cover art, images, photographs, videos, metadata, artist imagery, promotional materials, and other related materials to advertise, promote, demonstrate, market, display, distribute, and otherwise commercialize the Works and the AudioSparx businesses, products, and services, for the purpose of raising public awareness of the Sites, attracting clients, supporting licensing opportunities, and closing new licensing and commercial transactions of any kind.

Confidentiality - All communications between Licensor and AudioSparx (and any staff members at AudioSparx ) will be held in strict confidence at all times. Further, all information available in the AudioSparx Knowledge Base shall be deemed to be privileged information also to be held in strict confidence at all times. You recognize that any breach or disclosure of confidential information to unauthorized parties will result in irreparable injury to AudioSparx and that monetary damages alone will be an inadequate remedy in such case, and receiver therefore agrees that AudioSparx may, if it so elects, institute and prosecute proceedings in any court of competent jurisdiction, either in law or in equity, to obtain damages for any breach of this agreement, or to enforce the specific performance of this agreement by you, or to restrain or enjoin you or any person associated with you from all activities in violation of this agreement. 

Disruptive Conduct - If Licensor engages in disruptive conduct such as destructive or malicious editing of track data or artist data, creating disruptive network activity or traffic, hacking, theft of digital content, or any other type of offensive, problematic, undesirable, harmful or destructive conduct, AudioSparx reserves the right to block Licensor from login access to their account at AudioSparx in perpetuity, or to block information editing capabilities for Licensor within their account, or to otherwise restrict or block Licensor's access to the AudioSparx and related websites as may be appropriate based on the circumstances of Licensor's disruptive conduct.

Non-Disparagement - Licensor agrees to take no action which is intended, or would reasonably be expected, to disparage or harm AudioSparx or its reputation, or which would reasonably be expected to lead to unwanted or unfavorable publicity for AudioSparx, any of its employees, artists, associates or partners. For purposes of this section, “disparage” shall mean any negative statement, whether written or oral. The parties agree and acknowledge that this Non-Disparagement clause is a material term of this Agreement, the absence of which would have resulted in AudioSparx refusing to enter into this Agreement. In the event Licensor breaches any component of this Non-Disparagement provision at any time, Licensor acknowledges and agrees that it would be impractical or extremely difficult to ascertain the amount of actual damages to AudioSparx. For this reason, Licensor agrees that any violation of the Non-Disparagement provision of this Agreement shall result in the imposition of liquidated damages, and not as a penalty, in the amount of Seven-Thousand Dollars ($7,000.00 USD), per each occurrence, to be paid by Licensor to AudioSparx, which represents the reasonable compensation for the loss incurred because of the breach. Licensor herewith agrees that payment for such damages, should any occur as a result of Licensor's conduct, may be withheld from Licensor's earnings as a result of participation in this license agreement once Licensor has been advised of such withholding by AudioSparx via a standard email notification. By way of explanation, Licensee has found this non-disparagement clause to be necessary due to various Licensors commencing a license to Licensee and then subsequently attempting to unilaterally breach one or more material terms of this license, and upon denial of permission for such a breach by Licensee, Licensors have unfairly disparaged Licensee on social media end elsewhere. Licensor and AudioSparx herewith mutually agree that this non-disparagement clause is a fair and equitable means to discourage such inappropriate conduct by Licensors and Licensor herewith agrees to refrain at all times from such disparagement. 

Attorney's Fees - AudioSparx shall be entitled to recover any and all costs and expenses, including, without limitation, reasonable attorney’s fees in enforcing this agreement and the provisions of this agreement against Licensor.

Indemnification - Licensor shall fully indemnify, defend and hold harmless AudioSparx and its parent company Navarr Enterprises, Inc. from all loss, damage and expense (including reasonable attorney’s fees), and to fully reimburse AudioSparx for any losses arising out of or connected with any claim by a third party which is inconsistent with any of Licensor’s warranties in this agreement, or by reason of any adjudication invalidating Licensor's copyrights or other intellectual property rights in the Works which results in a final, adverse, non-appealable judgment or a settlement entered into with Licensor’s consent. 

General – Licensor is strictly prohibited from assigning this license to any other party without the written consent of AudioSparx, and this license shall be binding upon the heirs, successors and legal representatives of the Parties. AudioSparx may assign this license to any successor or purchaser at any time. This License Agreement is made in Florida and shall be governed by and construed in accordance with the laws of the United States of America and of the State of Florida with specific jurisdiction assigned to the court systems in north-east Florida. Any cause of action by Licensor with respect to this agreement must be instituted within one year after the claim or cause of action has arisen or further action is forever barred. This agreement represents the full and complete understanding between the parties. If any clause of this agreement is held to be invalid, the agreement continues in effect with all other clauses in effect.

Electronic Signatures - This Agreement and any other documents to be delivered in connection with it may be electronically signed. The parties agree to regard electronic signatures as equivalent to original signatures in respect of the legality, enforceability, and validity of this Agreement. Each party agrees that any electronic signatures appearing on this Agreement are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.  For execution, the Parties agree that this Agreement may be executed by the Licensor typing their name as their simple electronic signature, and such signature shall be valid and binding. The electronic signature shall subsequently appear in the form of an s-signature (e.g., /John Smith/) within any digital copies of the Agreement and shall not be considered fraudulent or invalid due to its format or appearance.

By submitting an Artist Application to participate as a Licensor at AudioSparx, and by your continuing participation at AudioSparx, Licensor hereby tacitly acknowledges consent to all of the terms of this agreement.