MASTER USE LICENSE

MASTER USE LICENSE

This “Agreement” effective as of August 1, 2020, between Digital Product Studio, LLC (“Licensor”) located at 1420 5th Avenue, Suite 4200, Seattle, WA 98101 and the purchaser of licensed music from the Licensor’s website (“Licensee”) at https://theportraitmasters.com/.

The parties hereby agree as follows:

1) Musical Recording

The musical recordings (“Recordings”) and the sole use of said musical Recordings, covered by this license are:

“The Epic Collection by Gérson Lopes” by Gérson Lopes

“The Kids Collection by Gérson Lopes” by Gérson Lopes

Caitlin Timmins Music

2) License:

  1. a) Licensor grants to Licensee the non-exclusive right and license to perform publicly, either for profit or non-profit, and to authorize Licensee’s direct customer to perform the Recordings only in connection with Licensee’s photography, throughout the universe in perpetuity in any media now known or hereinafter devised.
  1. b) Licensee agrees not to manufacture or distribute sound recordings (including soundtrack albums, promotional CD’s or any and all methods of sound recording) separately from actual production with Licensee’s photography.

3) Term

The term of this Agreement shall commence upon Licensee’s digital download of the Recordings and shall remain in full force and effect for the duration of all copyrights in the Recordings, including but not limited to any renewals and extensions without Licensee having to pay any additional consideration thereof.

4) Compensation

Licensor shall be compensated a flat fee in an amount set forth on Licensor’s website, https://theportraitmasters.com/, at the point of purchase by Licensee.

5) Rights

  1. a) Licensor owns 100% of the rights for the Recordings. Licensee agrees to provide attribution to Licensor using commercially reasonable efforts with any use of the Recordings.
  1. b) Licensee shall have no right or authority (1) to make any change in the fundamental character of the music of the Recordings; or (2) to make any other use of the Recordings not expressly authorized herein.

6) Relationship of Parties

The parties hereto are entering into this Agreement as independent contractors, and no partnership or joint venture or other association shall be deemed created by this Agreement.

7) Representations and Warranties

  1. a) Licensor hereby warrants and represents that it will not violate any law, regulation or contractual obligation by entering into this Agreement, and that it is free to enter into this Agreement, is not subject to any obligation or disability and has not made or will not make any grant or assignment which can, will or reasonably might prevent or materially interfere with the full performance of its obligations hereunder.
  1. b) Licensor warrants and represents that all Recordings hereunder shall be 100% owned by Licensor. Licensor further warrants and represents that to the best of Licensor’s knowledge after diligent investigation, such Recording(s), and Licensee’s use thereof, shall not infringe upon or any common law rights or any other rights of any person or entity.

8) Indemnification

Licensor hereby agrees to indemnify and hold harmless Licensee, it’s successors, transferees, assignees and licensees, and the respective agents from and against any and all damages, costs, expenses, liabilities, claims and causes of action in any way arising by reason of the breach by Licensor of any warranty or representation hereunder or any other provision in this Agreement, including, without limitation, reasonable outside attorneys’ fees and costs in the defense and disposition of such matters, and any claim for any compensation by Licensor. Licensee shall defend and indemnify Licensor from and against all judgments, damages, costs and expenses, including reasonable outside attorneys fees and court costs, arising out of material assigned and/or supplied to Licensor by Licensee, material altered or added by Licensee, and/or Licensee’s development, production, distribution or exploitation of any use of the Recordings produced hereunder.

9) Remedies

The Recordings to be furnished and the rights herein granted to Licensee are of a unique character of such value that the loss of the Recordings could not adequately be compensated in damages in an action at law, and a breach by Licensee of any material provision hereunder will cause irreparable injury. Licensee, therefore, expressly agrees that Licensor shall be entitled to seek equitable relief by way of a temporary restraining order, specific performance, preliminary or permanent injunction or otherwise to prevent the breach of this Agreement and to secure its enforcement.

10) Default

Licensor may suspend this Agreement as to Licensee while any default under this Agreement continues and during the week after Licensor serves a written notice upon Licensee stating that they are in default. Licensee’s failure to cure such default may terminate this Agreement immediately at any time during the period Licensee is in default or within a reasonable time thereafter.

11) No Authority to Bind

Licensee has no authority to bind Licensor in any third party agreements or any other agreements unless a prior agreement has been made with Licensor in writing.

12) Additional Provisions

  1. a) Voluntary Agreement: Licensor and Licensee represent and warrant that they have entered into this Agreement freely and voluntarily without any duress, coercion or undue influence.
  1. b) Choice of Law and Submission to Jurisdiction: This Agreement shall be governed by applicable federal law and by the laws of the State of Washington. Licensor and Licensee hereby submit and consent to the jurisdiction of the state and federal courts located in King County, Washington and stipulate that such courts are convenient for the resolution of any disputes relating to this Agreement or the formation, interpretation or breach hereof.
  1. c) Notices: Any notice required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, on the same day as sent by email transmission or three (3) days after being sent by first-class registered or certified mail, return receipt requested, to the party for which intended at its or his or her address set forth in this Agreement or to such other address as either party may hereafter specify by similar notice to the other. If the date for the exercise of an option or a date on which a notice must be received falls on a weekend or a legal holiday, the date shall be deemed extended through the close of the next business day thereafter.

13) Entire Agreement

  1. a) This Agreement cancels and supersedes all prior negotiations and understandings between Licensee and Licensor relating hereto. No officer, employee or representative of Licensor has any authority or make any representation or promise not contained in this Agreement and Licensee expressly represents and warrants that Licensee has not entered into this Agreement in reliance on any such representation or promise.
  1. b) Should any provision of this agreement be invalidated for any reason, such invalidation shall have no effect on the remainder of the Agreement and the Agreement shall remain in full force and effect.