Terms & Conditions

$19.99 PACKAGE:
The following agreement (the “Agreement”) is made between you who is the person paying money through this website for certain downloadable musical content and who is the purchasing producer and/or DJ (hereinafter referred to as “Producer” “you,” “your,” “their,” and the like), on the one hand, and, Krysta Youngs (“Artist,” “we,” “us,” “ours,” “her,” and the like), on the other hand.

By clicking (or signing) in the box below labeled “I AGREE,” you agree to be bound by any and all terms and conditions listed herein, including, without limitation, those listed separately or together and those terms and conditions found below.

Whereas, Artist is commercially releasing an EP (as that term is commonly understood in the music industry) containing 7 original, copyrighted compositions (each a “Composition” and collectively the “Compositions”) embodied on master recordings (each a “Master” and collectively the “Masters”).

Whereas, Producer seeks to make an Unofficial Remix (hereinafter defined) (as that term is commonly understood in the music industry) of one or more of the Masters.

Whereas, for each and every one of the 7 Masters that Producer wishes to remix, Producer agrees to pay $19.99 to Artist (the “Fee”) for the Materials (hereinafter defined).

License/Consideration: You are purchasing a non-exclusive license to use certain copyrighted Materials (hereinafter defined) in your own derivative work (the “Unofficial Remix”). The “Materials” shall be defined as those A Capella tracks (as that term is commonly and commercially understood in the music industry, including the isolated vocal track(s) from a multitrack recording that originally included instrumentation) for the 7 Masters which Artist uploads to her website to be made available to the public for the option to pay the Fee to download the Materials. For the avoidance of doubt, the Materials shall not contain any stems (as that term is commonly and commercially understood in the music industry). The Materials will be available for download upon your agreeance to these terms and conditions and the completion of your payment of the Fee. For the avoidance of doubt, Producer will receive the downloadable Materials for the applicable Master(s) individually for which the Producer pays the Fee. (i.e. the Producer pays $19.99 for one Master’s Materials, the Producer will receive only the Materials relating to that Master. If the Producer pays $39.98 for two specified Masters’ Materials, the Producer will receive the Materials as they relate to those selected Masters only; and so forth). The resulting Unofficial Remix shall be no more than 1 new master recording. For the avoidance of doubt, Producer may create oneUnofficial Remix for any Master for which they have purchased the applicable Materials.

Title/Credit: Each Unofficial Remix shall only be named and titled as follows: 1) the Unofficial Remix’s official title must be the same as the original Master of which the Unofficial Remix was made; 2) the Unofficial Remix must contain “featuring Krysta Youngs” (“ft. Krysta Youngs” and “feat. Krysta Youngs” shall suffice); and 3) the Unofficial Remix may contain Producer’s name in the form either “Remixed by _____” or “______ Remix” with the “_______” being your Producer name.

Copyright/Ownership: The copyright in the sound recording of the resulting Unofficial Remix shall be owned 100% by Artist and 0% by Producer. Producer shall not at any time

have any right, title, and/or interest in and to any Composition and in and to the Compositions. Producer shall not at any time have any right, title, and/or interest in and to any Master and in and to the Masters other than the Materials purchased for the Fee paid by Producer. For the avoidance of doubt, Producer shall not have any interest and/or claim in and to any publishing (including but not limited to public performance royalties, mechanical royalties, and any other songwriter-related royalties) percentages, royalties, interest, renumerations, and monies earned and/or credited to Artist and/or any other songwriters for the Masters, the Compositions, and the Unofficial Remix and Producer shall never receive credit as a songwriter on the Masters, the Compositions and the Unofficial Remix.

Restrictions on Use: Producer SHALL NOT have the right to use the Unofficial Remix for any commercial exploitation whatsoever, including, but not limited to, any use of the Unofficial Remix that could potentially result in any monies or royalties, including uploading the Unofficial Remix to digital distributors (including but not limited to: Spotify, iTunes, Apple Music, Tidal, Pandora, Deezer, YouTube, etc.), licensing the Unofficial Remix for any master use license (as that term is commonly understood in the music industry), or any other possible use or license of the Unofficial Remix (including uses not yet in effect but foreseeable) that could possibly result in any renumeration, monies, and/or royalties (including such monies that result indirectly such as, but not limited to, that money from advertising revenue in connection with the use of a master recording, whether or not synced in time with video).

Grant of Rights: Producer SHALL HAVE the unrestricted right to use the Unofficial Remix in ways that could not possibly result in any foreseeable monies and/or royalties (including indirect monies as mentioned above) and said uses SHALL ONLY INCLUDE, and shall be strictly limited to, the following: (i) the Unofficial Remix may be broadcast and/or streamed on Producer’s personal website (which website shall be 1 URL only) so long as the Unofficial Remix is not available for download (whether paid or for free), for paid stream, and/or for sale and so long as the medium through which the Unofficial Remix is “streamed” to listeners on the aforementioned website is not one which generates money and/or royalties (i.e. Producer cannot use any link and/or service to stream or play the Unofficial Remix to listeners on Producer’s site which use, normally outside the site, would or could generate any monies and/or royalties); (ii) uploading the Unofficial Remix to Producer’s personal page only on Soundcloud.com; provided that the following is understood and complied with:

If Producer has a SoundCloud “Pro” account and Producer has access to SoundCloud “Premier” through that “Pro” account, Producer shall not take any action on the website Soundcloud.com to attempt to monetize the Unofficial Remix on Producer’s personal SoundCloud account. For the avoidance of doubt, Soundcloud.com offers so-called “Pro” accounts which are free accounts that users pay money to upgrade to a higher standard account; when a user with a free Soundcloud.com account pays the money to upgrade to a “Pro” account, that user has access to a service called “SoundCloud Premier;” SoundCloud Premier allows that user to monetize (as that term is commonly and commercially understood in the entertainment industry) that user’s musical tracks uploaded to the website Soundcloud.com. Therefore, if the Producer has, or at any time during the term in perpetuity creates, a Soundcloud Pro account and has Soundcloud Premier access through

that Soundcloud Pro account, Producer shall not monetize the Unofficial Remix therein, which includes the restriction that Producer shall not make any decisions and/or changes regarding the Unofficial Remix once uploaded on Producer’s personal page on Soundcloud.com, that would cause the Unofficial Remix to become monetized at any point in perpetuity. Producer’s failure to comply with this paragraph will immediately be considered a material breach of this Agreement and Artist shall immediately have all rights and remedies available to her at law as a result.

For any use by Producer of the Unofficial Remix that is not expressly discussed herein, Producer must contact Artist ([email protected]) to seek permission for such use.

Miscellaneous/Guarantees:

a) For the avoidance of doubt, at Artist’s request Producer shall send artist a copy of the audio file of the Official Remix that Producer uploaded digitally to distributors (e.g. MP3, WAV, AIFF, etc. as applicable). Artist shall have the unrestricted right to use the Official Remix for any use subject to the ownership and payment provisions listed herein. Artist will use good faith efforts to give Producer notice of such use.

b) The invalidity or unenforceability of any provision hereof shall not affect the validity or enforceability of any other provision hereof. This agreement contains the entire understanding of the parties relating to its subject matter. No change of this agreement will be binding unless signed by both parties hereto. A waiver by either party hereto of any provision of this agreement in any instance shall not be deemed to be a waiver for the future. All remedies, rights, undertakings and obligations contained in this agreement shall be cumulative and none of them shall be in limitation of any other remedy, right, undertaking or obligation of either party.

c) The headings of the Articles herein are intended for convenience only, and shall not be of any effect in construing the contents of this agreement.

d) By agreeing to the terms and conditions found herein you explicitly acknowledge and agree that you have read, and that you understand, each and every term. If there are questions or concerns had by you after reading the Agreement, you should reach out to the contact link ([email protected]) to discuss your questions and/or concerns or consult with outside counsel until you have a complete and total understanding of the terms and conditions. If you represent to us by clicking “I AGREE” and/or buy paying the Fee and downloading the Materials that you agree to the terms and conditions without having read them or attempting to clarify what you do not understand, YOU HEREBY EXPRESSLY AGREE TO BE BOUND BY EVERY TERM AND CONDITION CONTAINED WITHIN THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND, IN THE EVENT OF ANY LEGAL DISPUTE, EXPRESSLY AGREE TO BE BOUND BY THE CHARACTERIZATION THAT YOU HAVE AGREED TO EACH AND EVERY TERM AND CONDITION CONTAINED HEREIN THE AGREEMENT.

$499 PACKAGE:
The following agreement (the “Agreement”) is made between you who is the person paying money through this website for certain downloadable musical content and who is the purchasing producer and/or DJ (hereinafter referred to as “Producer” “you,” “your,” “their,” and the like), on the one hand, and, Krysta Youngs (“Artist,” “we,” “us,” “ours,” “her,” and the like), on the other hand.

By clicking (or signing) in the box below labeled “I AGREE,” you agree to be bound by any and all terms and conditions listed herein, including, without limitation, those listed separately or together and those terms and conditions found below.

Whereas, Artist is commercially releasing an EP (as that term is commonly understood in the music industry) containing 7 original, copyrighted compositions (each a “Composition” and collectively the “Compositions”) embodied on master recordings (each a “Master” and collectively the “Masters”).

Whereas, Producer seeks to make an Official Remix (hereinafter defined) (as that term is commonly understood in the music industry) of one or more of the Masters.

Whereas, for each and every one of the 7 Masters that Producer wishes to remix, Producer agrees to pay $499.99 to Artist (the “Fee”) for the Materials (hereinafter defined).

License/Consideration: You are purchasing a non-exclusive license to use certain copyrighted Materials (hereinafter defined) in your own derivative work (the “Official Remix”). The “Materials” shall be defined as those piano stems (as that term is commonly and commercially understood in the music industry, including those audio sources mixed down to final tracks) and those A Capella tracks (as that term is commonly and commercially understood in the music industry, including the isolated vocal track(s) from a multitrack recording that originally included instrumentation) for the 7 Masters which Artist uploads to her website to be made available to the public for the option to pay the Fee to download the Materials. The Materials will be available for your download upon your agreeance to these terms and conditions and the completion of your payment of the Fee. For the avoidance of doubt, Producer will receive the downloadable Materials for the applicable Master(s) individually for which the Producer pays the Fee. (i.e. the Producer pays $499.99 for a track, the Producer will receive only the Materials relating to that track. If the Producer pays $999.98 for two specified tracks, the Producer will receive the Materials as they relate to those selected tracks only; and so forth). The resulting Official Remix shall be no more than 1 new master recording. For the avoidance of doubt, Producer may create one Official Remix for any Master for which they have purchased the applicable Materials.

Title/Credit: Each Official Remix shall only be named and titled as follows: 1) the Official Remix official title must be the same as the original Master of which the Official Remix was made; 2) the Official Remix must contain “featuring Krysta Youngs” (“ft. Krysta Youngs” and “feat. Krysta Youngs” shall suffice); and 3) the Official Remix may contain Producer’s name in the form either “Remixed by _____” or “______ Remix” with the “_______” being your Producer or DJ name. For the avoidance of doubt, Producer must only ever credit Artist as a “featured artist” and not a “main artist”.

Grant of Rights: Producer SHALL have the right to use the Official Remix for any commercial or non-commercial exploitation, including, but not limited to, any use of the Official Remix that could potentially result in any monies or royalties, including uploading the Official Remix to digital distributors, and licensing the Official Remix (as that term is commonly understood in the music industry) SUBJECT TO THE FOLLOWING:

PRODUCER SHALL SEEK PERMISSION OF ARTIST, AT ARTIST’S EMAIL ADDRESS ([email protected]), FOR ANY LICENSING OPPORTUNITY INVOLVING THE OFFICIAL REMIX (including by not limited to any master-use, or so-called sync licenses or any other licenses whatsoever) WHETHER OR NOT PRODUCER CURATED SUCH OPPORTUNITY OR NOT AND WHETHER OR NOT MONEY OR ROYALTIES ARE INVOLVED. A BREACH OF THE FOREGOING PROVISION SHALL BE CONSIDERED MATERIAL.

Copyright/Ownership: The copyright in the resulting sound recording of the Official Remix shall be owned 60% by Artist and 40% by Producer. Producer shall not at any time have any right, title, and/or interest in and to any Composition and to the Compositions. Producer shall not at any time have any right, title, and/or interest in and to any Master and to the Masters other than the Materials purchased in exchange for the Fee paid by Producer as mentioned above. For the avoidance of doubt, Producer shall not have any interest and/or claim in and to any publishing (including but not limited to public performance royalties, mechanical royalties, and any other songwriter-related royalties) percentages, royalties, interest, renumerations, and monies earned and/or credited to Artist and/or any other songwriters for the Masters, the Compositions, and the Official Remix and Producer shall never receive credit as a songwriter on the Masters, the Compositions or the Official Remix.

Distribution Requirements: PRODUCER SHALL DISTRIBUTE THE OFFICIAL REMIX USING WWW.DISTROKID.COM (“Distro”), UNLESS PRODUCER IS DISTRIBUTING THROUGH A LABEL, AND PRODUCER SHALL PROPERLY SET UP THE SO- CALLED ROYALTY SPLITS ON DISTRO SO THAT ARTIST RECEIVES 60% OF ALL MONEY COLLECTED BY OR CREDITED TO DISTRO IN CONNECTION WITH THE OFFICIAL REMIX AND PRODUCER RECEIVES 40% OF ALL MONEY COLLECTED BY OR CREDITED TO DISTRO IN CONNECTION WITH THE OFFICIAL REMIX. PRODUCER NEED NOT ACCOUNT TO ARTIST DIRECTLY IN ACCORDANCE WITH THE ACCOUNTING PROVISION HEREIN IF PRODUCER DISTRIBUTES THROUGH DISTRO. HOWEVER, IF PRODUCER DISTRIBUTES THE OFFICIAL REMIX THROUGH A LABEL, PRODUCER SHALL ACCOUNT DIRECTLY TO ARTIST IN ACCORDANCE WITH THE ACCOUNTING PROVISION HEREIN. FOR THE AVOIDANCE OF DOUBT, PRODUCER MUST ONLY EVER CREDIT ARTIST AS A “FEATURED ARTIST” AND NOT A “MAIN ARTIST” WHEN DISTRIBUTING THE OFFICIAL REMIX. IF THERE IS CONFUSION REGARDING THE PRECEDING SENTENCE, PRODUCER MUST REACH OUT TO ARTIST TO CLARIFY BEFORE DISTRIBUTING THE OFFICIAL REMIX.

Accounting/Auditing: By agreeing to the terms and conditions and this Agreement, Producer expressly agrees to pay, or cause Producer’s label using a letter of direction to pay, 60% of all monies earned in connection with any exploitation of the Official Remix to Artist (“Gross Earnings”) in accordance with following: Producer shall account to and pay Artist the Gross Earnings once every six months starting the first day of the month that is one month after the date of distribution. Artist shall have the right to audit Producer’s books and earnings at any time at Producer’s sole expense so long as Artist has a good faith belief that she has not been paid certain monies owed her by Producer in connection with any exploitation of the Official Remix whatsoever. If the audit is resolved in Artist’s favor, Producer shall immediately pay Artist whatever money is owed plus expenses Artist incurred in conducting the audit.

Miscellaneous/Guarantees:

a) For the avoidance of doubt, at Artist’s request Producer shall send artist a copy of the audio file of the Official Remix that Producer uploaded digitally to distributors (e.g. MP3, WAV, AIFF, etc. as applicable). Artist shall have the unrestricted right to use the Official Remix for any use subject to the ownership and payment provisions listed herein. Artist will use good faith efforts to give Producer notice of such use.

b) The invalidity or unenforceability of any provision hereof shall not affect the validity or enforceability of any other provision hereof. This agreement contains the entire understanding of the parties relating to its subject matter. No change of this agreement will be binding unless signed by both parties hereto. A waiver by either party hereto of any provision of this agreement in any instance shall not be deemed to be a waiver for the future. All remedies, rights, undertakings and obligations contained in this agreement shall be cumulative and none of them shall be in limitation of any other remedy, right, undertaking or obligation of either party.

c) The headings of the Articles herein are intended for convenience only, and shall not be of any effect in construing the contents of this agreement.

d) By agreeing to the terms and conditions found herein you explicitly acknowledge and agree that you have read, and that you understand, each and every term. If there are questions or concerns had by you after reading the Agreement, you should reach out to the contact link ([email protected]) to discuss your questions and/or concerns or consult with outside counsel until you have a complete and total understanding of the terms and conditions. If you represent to us by clicking “I AGREE” and/or buy paying the Fee and downloading the Materials that you agree to the terms and conditions without having read them or attempting to clarify what you do not understand, YOU HEREBY EXPRESSLY AGREE TO BE BOUND BY EVERY TERM AND CONDITION CONTAINED WITHIN THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND, IN THE EVENT OF ANY LEGAL DISPUTE, EXPRESSLY AGREE TO BE BOUND BY THE CHARACTERIZATION THAT YOU HAVE AGREED TO EACH AND EVERY TERM AND CONDITION CONTAINED HEREIN THE AGREEMENT.
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