Crabtree Music Library - 90's R&B Vol. 1

CRABTREE MUSIC LIBRARY
SAMPLE CLEARANCE & LICENSE AGREEMENT

Streaming Threshold: 5,000,000 cumulative streams
Royalty After Threshold: 10% of Licensee's Net Receipts earned after the threshold is reached

This Sample Clearance & License Agreement (the "Agreement") governs the use of musical compositions and/or sound recordings (each, a "Sample") owned or controlled by Crabtree Music Library ("CML"). By purchasing, downloading, accepting, or using a Sample, the licensee ("Licensee") agrees to the terms below.


1. LICENSE GRANT

Subject to this Agreement, CML grants Licensee a non-exclusive, worldwide license to incorporate the Sample into one or more new musical compositions or recordings (each, a "New Work") and to commercially exploit the New Work through streaming, downloads, physical distribution, synchronization, public performance, social media, and other customary forms of music exploitation. Except as expressly provided in Section 3, no additional royalty is owed to CML while a New Work remains below the Streaming Threshold.


2. STREAMING THRESHOLD

The "Streaming Threshold" is reached when a New Work incorporating a CML Sample exceeds 5,000,000 cumulative on-demand audio and/or audiovisual streams worldwide across all digital streaming platforms. Streams from substantially similar versions of the same New Work - including clean, explicit, remastered, deluxe, sped-up, slowed-down, acoustic, or alternate versions - will be aggregated when determining whether the Streaming Threshold has been reached.


3. ROYALTY AFTER 5,000,000 STREAMS

Once a New Work exceeds the Streaming Threshold, Licensee shall pay CML a royalty equal to ten percent (10%) of Licensee's Net Receipts attributable to the New Work. The 10% royalty applies only to Net Receipts earned after the Streaming Threshold has been reached and is not retroactive to revenue earned before the threshold was crossed.

"Net Receipts" means monies actually received by Licensee directly attributable to exploitation of the New Work, less bona fide third-party distributor fees, payment-processing fees, refunds, chargebacks, sales or use taxes, and similar pass-through deductions actually incurred.


4. REPORTING AND PAYMENT

Licensee shall notify CML in writing within thirty (30) days after a New Work exceeds the Streaming Threshold. After the threshold is reached, Licensee shall provide CML with royalty statements and remit royalties due under this Agreement on a semiannual basis, within forty-five (45) days after June 30 and December 31 of each year. Statements must reasonably identify revenue attributable to the New Work and show the calculation of amounts payable to CML.


5. STREAM VERIFICATION

CML may request reasonable documentation sufficient to verify whether a New Work has exceeded the Streaming Threshold, including distributor statements, digital service provider analytics, royalty statements, or comparable records. Licensee may not artificially divide, rename, re-release, or otherwise restructure a New Work for the purpose of avoiding the Streaming Threshold or royalty obligation.


6. SAMPLE RESTRICTIONS

Licensee may use the Sample only as incorporated into a New Work. Licensee may not resell, redistribute, sublicense, upload, or otherwise make the Sample available in isolated form or substantially as originally provided. The Sample may not be included in another sample library, loop pack, sound pack, production library, stock-music collection, or substantially similar product or service.


7. OWNERSHIP

CML retains all right, title, and interest in and to the original Sample and all rights controlled by CML. Licensee retains ownership of Licensee's original contributions to the New Work, subject to CML's continuing ownership of the Sample and Licensee's obligations under this Agreement. Nothing in this Agreement transfers ownership of the Sample to Licensee.


8. THIRD-PARTY ARTISTS, LABELS, PRODUCERS, AND DISTRIBUTORS

If Licensee transfers, assigns, licenses, sells, or otherwise provides a New Work containing the Sample to an artist, label, publisher, producer, distributor, or other third party, Licensee shall disclose the obligations contained in this Agreement and take reasonable steps to ensure the applicable royalty and reporting obligations are honored. Unless CML expressly agrees otherwise in writing, Licensee remains responsible for compliance with this Agreement.


9. RECORDS AND AUDIT

Licensee shall maintain reasonably complete records relating to royalties payable under this Agreement for at least three (3) years. Upon reasonable written notice, CML may have such records examined no more than once per calendar year solely for purposes of verifying amounts payable under this Agreement.


10. BREACH AND CURE

Failure to report or pay royalties when due constitutes a material breach of this Agreement. If the breach is not cured within thirty (30) days after written notice from CML, CML may terminate the license and pursue any remedies available under applicable law.


11. NO IMPLIED WAIVER

CML's failure to enforce any provision of this Agreement on one occasion will not constitute a waiver of its right to enforce that provision later.


12. ENTIRE AGREEMENT; MODIFICATIONS

This Agreement constitutes the entire agreement between CML and Licensee concerning the licensed Sample unless the parties execute a separate written agreement that expressly supersedes or modifies these terms. Any amendment or waiver must be in writing and agreed to by CML.


13. GOVERNING LAW

This Agreement will be governed by the laws of the State of Washington, without regard to conflict-of-law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in Washington for disputes arising out of or relating to this Agreement, unless otherwise agreed in writing.