Music License Agreement

Music Licensing Agreement

This agreement (“Agreement”) is made as of the date delivered, between Orgena Rose/Sacred Rose Music (“Owner”) and __Divine Music Club Participant____ (“Licensee”).      WHEREAS, the Owner is the holder of the copyright to certain musical composition identified herein and Licensee is the creator and owner of a certain website on the World Wide Web who wishes to integrate the musical composition of Owner into said website. Recitals Owner represents and warrants to the Licensee that it is the sole and exclusive owner of certain musical composition as described in Exhibit “A” attached hereto and made a part hereof (hereinafter known as the “Composition”). Owner represents and warrants that it has registered and obtained registration certificate from the United States Copyright Office with respects to the Composition and the registration numbers applicable to such Composition. Owner represents and warrants that it has full and unrestricted power and authority to enter into the is agreement and to grant Licensee the license to use the Composition as set forth in this agreement. THEREFORE, in consideration of the promise and agreements set forth herein, each intending to be legally bound hereby, do promise and agree as follows: Grant of License 1.1 Owner hereby grants to the Licensee, the non-exclusive rights and license to use the Composition, or any portion of the Composition in connection with Licensee’s business.               1.2 Licensee shall be limited to the right to integrate the Composition into the licensee’s website. Licensee shall have no right to offer the Composition for sale or otherwise distribute, publish, grant or offer for download or otherwise exploit the Composition unless providing direct link to Owner for completion of said activities.

Composition for License 2.1 In consideration of the license granted herein, Licensee agrees to pay a one-time license fee to the Owner as agreed in the program outline. (“License fee”)  2.2 Such License Fee shall be due and payable in full within thirty (30) days following the execution of this Agreement. The right to use the Composition pursuant to this Agreement shall not commence until such Licensing Fee is paid in full. Term of License

3.1 Owner shall have the right to terminate this Agreement and the license granted herein upon written notice to the Licensee upon the occurrence of the following events: A. Licensee makes any use of Composition beyond the scope of the license granted; B. Licensee assigns and attempts to assign this License Agreement in violation of the terms thereof; C. Licensee engages in any activity which infringes upon any trademark, copyright, patent or other proprietary right of the owner.

4. Copyright Notices/Retained Rights 4.1 Licensee shall place on its website a notice of copyright relative to the Composition and credits the songwriter and artists performing in the Composition. Such copyright notice shall be included on each page of the Website that includes the Composition as the sound component of such page.

5. Applicable Law This Agreement shall be governed by the laws of the State of California. In the event of a dispute, if not resolved in 30 days, it must be submitted to the American Arbitration Association for resolution.

6. Entire Agreement This Agreement is binding upon and inures to the benefit of the heirs, executors, administrators, representatives, and assigns of the Writers. This Agreement is the entire agreement between the Owner and Licensee with respect to the Composition and may be amended only by a written instrument signed by authorized representatives of the parties. If any part of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not affect the balance of this Agreement. No party’s waiver of any breach or accommodation to the other party shall be deemed to be a waiver of any subsequent breach. IN WITNESS WHEREOF, the owner and licensee execute this Agreement as of the date specified above.

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