Music Licensing Representation Agreement

Last updated: August 26, 2022

This agreement is a Music Licensing Representation Agreement (“the Agreement”) made and entered into on the day the Effective Date, by the person completing and agreeing to the Sync Representation Agreement – Operative Terms and Conditions (“Music Licensor” or “You”) and Vampr Inc., located at 1887 Whitney Mesa Dr #2132, Henderson, NV 89014, USA (“Vampr”), (sometimes referred to individually as “Party” and collectively as “the Parties”).

Whereas

1. Vampr is the provider of a music based computer application that facilitates the connection between musicians and fellow musicians, the music industry, music users and music audiences.
2. In connection with the provision of the application Vampr also offers additional services by way of the representation and publishing of musical works and sound recordings for registered users of the application for purposes of obtaining third party licensing arrangements in connection with but not limited to, motion pictures, television programs, documentaries, commercials, advertising, video games, websites, and multimedia projects and in agreed circumstances Vampr also provides broader music publishing services to registered users of the application.
3. Music Licensor owns and/or represents musical works that have been submitted to Vampr by way of its Proprietary Submission System and seeks representation by Vampr to for the purposes of seeking licensing opportunities on the terms and conditions agreed hereunder.

In consideration of the mutual promises and undertakings made in the Agreement, the receipt and sufficiency as consideration of which are hereby acknowledged, the Parties agree as follows:

1. Definitions

   For purposes hereof, the following terms shall have the meanings indicated:

   App means the Vampr application.

   Composition(s) means the musical composition embodied in the Track(s).

   Effective Date means the day on which the Music Licensor completes agrees to the Sync Representation Agreement – Operative Terms and Conditions on the App.

   Initiating Rights Holder means the Rights Holder who initiates registration of Track(s) with Vampr.

   Intellectual Property Rights means all intellectual property rights of whatever nature which subsist or will subsist now or in the future anywhere in the world including, without limitation:

   • all rights in works of authorship, copyrightable works, registered and unregistered copyrights, database rights, algorithms and data collections, and registrations and applications for registration thereof;
   • all rights in registered and unregistered trademarks, service marks, trade names, corporate names, logos, plans and drawings, trade dress, designs, packaging, internet domain names, and registrations and applications for registration thereof, together with all goodwill associated therewith;
   • all rights relating to the protection of computer software (in both source code and object code form);
   • all rights relating to the protection of business and trade secrets, know-how and proprietary and confidential information;
   • all copies and tangible embodiments of any of the foregoing in whatever form or media;
   • all rights to obtain renewals, reissues, re-examinations, continuations, continuations- in-part, divisions or other extensions of legal protections pertaining thereto; and
   • any right analogous to those set forth in this definition.

   License Agreement(s) means any contractual arrangement permitting third parties to use Track(s) in any audiovisual work including, but not limited to, films, television, video games and audio or audiovisual advertising campaigns synchronization, videograms, internet performance, internet multimedia reproduction, podcasts, videoblogs, streaming webcast, transmissions, digital downloads, video games, multimedia applications, mobisodes, ringtones, sampling, audio-visual promotions, lyric reprints as well as any other synchronization in any and all media now known or hereinafter developed including without limitation via any audiovisual device, theatrical film, broadcast TV, Free TV, cable (basic & pay subscription), VOD, radio, in-transit, internet (streaming and download), all wireless platforms or devices now known or hereafter devised and further include agreements permitting edits and adaptions of the Tracks.

   Licensee means the recipient of a License Agreement from Vampr for the use of a Track.

   Net Revenue means all revenue derived and actually received by Vampr from exploitation of the Compositions and Sound Recordings, if applicable, in connection with License Agreements and received by Vampr, less any verifiable out-of-pocket expenses, tax deductions and/or standard commissions deducted by bonafide collection agencies and/or societies operating at arm’s length, sub-publishers and/or administrators fees and/or commissions and/or any fees charged by third party synchronization licensing agents used in any part of the Territory.

   Proprietary Submission System means the system used by Vampr and its users to submit Track(s), check the submission and representation status of submitted Tracks(s), and terminate representation of Track(s).

   Representation means the services of copying, distributing, marketing and promoting for use of the Tracks to potential licensees, and include placing the Track(s) on any website controlled by Vampr, and directly or indirectly offering the Track(s) for license to others and the right to issue, conclude enter into and/or execute License Agreements (as defined hereunder) for those Track(s) and the right to facilitiate the fulfilment of the terms and conditions of License Agreements.

   Rights Holder means an individual or entity that is the holder of a legal right in, to or under the Composition and/or the Sound Recording or a successor-in-interest to any Rights Holder. To the extent any Rights Holder of the Composition and/or Sound Recording has granted any other party authority to act as such Rights Holder’s agent with respect to registration of the Tracks(s) with Vampr, the party receiving the grant shall be deemed a Rights Holder hereunder and may act on behalf of the Rights Holder making the grant to the extent of such authorization.

   Sound Recording(s) means the master recording embodying the Track(s).

   Sync Representation Agreement – Operative Terms and Conditions means the legally enforceable short form terms and conditions in relation to the service that is the subject of this Agreement (and that includes a hyperlink to this this Agreement) appearing on the App and agreed to by the Music Licensor.

   Territory means The World

   Track(s) means the sound recordings and the underlying musical compositions contained in such sound recordings that the Parties mutually agree shall be covered by this Agreement including, but not limited to, sound recordings and the underlying musical compositions contained in such sound recordings submitted via the Vampr Proprietary Submission System. The definition of Track(s) includes all musical, artistic literary material (including liner notes, song titles and other metadata), and all other Intellectual Property Rights connected with any Tracks, including associated names and logos and includes, without limitation, the main mix, and any clean versions, instrumental versions, cut downs and stems that the Music Licensor submits to Vampr. Tracks(s) also include all photographs and likenesses of the Rights Holders.

2. Non-Exclusive Grant of Rights

   1. You are able to grant and do grant Vampr the non-exclusive right of Representation.

   2. You retain the right to license the Track(s) to third parties yourself or to authorise others to do so provided that you or an authorised party shall not enter into an “exclusive” license such that any Track(s) could not be licensed by Vampr for another non-competing purpose.

   3. For purposes of Representation you hereby appoint Vampr your true and lawful agent and attorney in fact (with full power of substitution and delegation) to make, execute and deliver any and all documents, instruments and writings in Vampr’s and/or your name and to take any other action in Vampr’s and/or your name which in the reasonable business judgment of Vampr is necessary or desirable to carry out the purposes of this agreement.

   4. Subject to Clause 2.5, Vampr shall be entitled to enter into any License Agreement with any third party and shall be entitled to negotiate any terms that are reasonable in the sole judgment of Vampr, provided that no License shall be “exclusive” such that the Musical Work could not be licensed for another purpose. For the purpose of this Agreement, You hereby authorize Vampr to enter into any such License Agreement on your behalf, and for this purpose You hereby grant power of attorney to enter into such License Agreement and cause others to enter into License Agreements and collect monies from the Licensee on behalf of the parties hereto.

   5. You may revoke permission for Vampr to enter into any License Agreement proposed by Vampr relating to your Track(s) proposed by Vampr at any time within seventy-two hours of being notified of the terms of such License Agreement provided that You do so revoke permission acting reasonably (commercially, morally and creatively) and you provide bona fide and reasonable grounds in writing for such revocation. In the event that You purport to make such revocation of permission you agree that Vampr shall have the right to enter into negotiation with you in relation solely to your grounds for withdrawing permission and that those negotiations shall be held in good faith and you agree to act reasonably in their conduct. Any failure to advise Vampr in writing of your intended revocation of permission within seventy-two hours shall be deemed to be an approval of the terms and conditions of the License Agreement and any failure to provide reasonable grounds or enter into negotiation relating those grounds as required by this Clause shall be deemed to be an approval of the terms and conditions of the License Agreement

      If you are unable or unwilling to grant Vampr the rights granted in this Clause 2 you may withdraw the grant of rights at any time, but solely via written request to cease representation; provided however, that no such withdrawal of grant of rights shall effect or frustrate any License Agreements for your Tracks(s) issued by Vampr through or by means of this agreement that commenced prior to such withdrawal of grant of rights and that Vampr shall be entitled to enforce the terms of any such License Agreement.

   6. To register Track(s) with Vampr, and accordingly enter into this Agreement You warrant that all Rights Holders with an interest in the Track(s) have:

      1. accepted the terms and conditions of this Agreement;

      2. confirmed that Music Licensor is granted the right to collect and distribute share of Net Revenue paid by Vampr.

      3. confirmed that the information submitted to the Proprietary Submission System is complete and correct in all respects.

   7. A Track listed as ‘Represented’ in the Proprietary Submission System is effectively bound to this agreement and such listing is the absolute and correct determinant of Track(s) being represented by Vampr on behalf of Music Licensor. Music Licensor agrees that from time to time additional Tracks may be incorporated into this agreement by Music Licensor’s submission to Proprietary Submission System of additional Track(s) and all such Tracks shall be subject to the terms and conditions set forth herein.

   8. The Initiating Rights Holder shall provide all information concerning the Tracks(s) as requested including, but not limited to:

      1. specification of the nature and extent of Initiating Rights Holder’s interest in the Tracks(s); the share to which Initiating Rights Holder is entitled; and the extent, if any, to which Initiating Rights Holder is a Rights Holder;

      2. identify all other Rights Holders, if any, with an interest in either the Composition or the Sound Recording, providing a valid, current email address, and specifying for each the nature and extent of their interest, the share to which they are entitled;

      3. adequately describe and tag the Track(s) and provide such additional information about, and materials related to, the Track(s) as may be requested

      4. provide the Sound Recording in WAV/AIFF format as well as Instrumental version via the Proprietary Submission System.

   9. Music Licensor shall be responsible for, and required to, register the musical compositions embodied in the Track(s) with the Music Licensor’s and any Rights Holder(s) Performing Rights Organization to ensure that the Rights Holder receives performing rights royalties.

   10. Music Licensor also grants Vampr a non-exclusive right to use Rights Holders professional, group, or individual name(s), approved likenesses, approved service marks, or approved trademarks in connection with Vampr’s representation of Track(s) or otherwise for promotional purposes in Vampr’s business and use the lyrics of the compositions, if any, solely for the purpose of Representation.

   11. Vampr shall have full freedom and flexibility in its decisions pursuant to its Representation. You agree that the business of synchronization pitching and representation is speculative and nothing in this agreement shall be construed as an obligation, guarantee or commitment by Vampr that any of its Representation will result in any outcome for the Music Licensor or any Rights Holder.

3. Copyright and Ownership

   1. 1. Vampr owns and will retain all title, ownership rights and Intellectual Property Rights in and to the App and all content generated and provided by Vampr whether held on the App or otherwise.

      2. Subject to the grant of rights Music Licensor may make pursuant to Clause 6.2 hereunder Music Licensor (and/or applicable Rights Holder(s) will retain the copyright in the Tracks(s) you have listed for representation in the Proprietary Submission System.

      3. You warrant and represent that all Tracks You have listed for representation in the Proprietary Submission System are pre-cleared for licensing pursuant to this Agreement by Vampr.

      4. To the extent that You own or control (now or in the future) any Intellectual Property Rights that were not in connection with this Agreement, but that may block or interfere with any licensee’s intended exercise of rights hereunder, You agree to grant to a Licensee a non-exclusive, royalty-free, sub-licensable right and license to use, copy, manufacture, distribute, translate, perform, modify, display, port, transmit, create derivative works of, make, have made, offer to sell, sell, import, and otherwise exploit those additional rights for the sole purpose of fulfilling the terms of a License Agreement.

4. Term and Termination

   1. 1. This Agreement will commence and continue in perpetuity from the Effective Date, unless otherwise lawfully terminated by either party.

      2. Either party may choose to terminate this Agreement without cause by providing thirty (30) days written notice; the result of which will be the termination of this Agreement at the end of the thirty (30) day notice period.

      3. Notwithstanding anything to the contrary contained herein, Vampr shall have a period of ninety (90) days to finalize any License Agreement(s) relating to your Track(s) in negotiation at the time of the termination of the Agreement with respect to the Track(s), provided that, for the avoidance of doubt, Vampr may not pitch or otherwise represent the Tracks with respect to new licensing opportunities following the completion of the termination of the Term.

      4. Notwithstanding the foregoing, and without limiting Vampr’s other rights and remedies set forth in this Agreement, Vampr reserves the right, in its sole discretion, at any time, for any or no reason, with or without prior notice, and without liability, to restrict, suspend, or terminate representation of Tracks(s) . In no event shall Vampr be liable to you or to any third party should Vampr exercise this right from time to time.

      5. Upon any termination of Agreement, your Track (s) will no longer be able to be represented for synchronization opportunities by Vampr. You hereby acknowledge and agree that termination of your Agreement, or request to remove your Track(s) from the Proprietary Submission System, shall have no effect on the terms and conditions or Vampr’s rights and onbligations in relation to any License Agreement for the Track(s) issued that were negotiated and/or completed prior to such termination.

      6. To terminate this Agreement, Music Licensor must send a Notice of Termination to publishing@vampr.me. You must include in the subject line of your email “Termination of MUSIC SYNCHRONIZATION REPRESENTATION AGREEMENT.” stating your full name, artist name and Track(s) under Agreement in the email body. For purposes of Vampr’s quality control procedures you agree that you will provide a reason for your termination of this Agreement provided that failure to provide such reason will not negate the termination of this Agreement.

      7. Any quote sent and/or License Agreement negotiated and/or obtained during the Term remains valid and binding on Music Licensor. Vampr will have the right to collect commissions from any pending License Agreement and any others that arise from Vampr’s lawful efforts within ninety (90) days following the end of the Term.

      8. Upon termination of the Agreement, Company will have thirty (30) days to remove Track(s) listed on Proprietary Submission System, and from Vampr’s website and other kinds of media within the control of Vampr, failing which you may change the status to the Track(s) from being “Represented”.

5. Parties Status and Obligations

   1. 1. Music Licensor and Vampr enter into this Agreement as independent contractors, and neither Vampr nor you shall be or construed to be a partner, joint venturer or employee of the other party.

      2. If you have assigned your rights in Track(s) that you list as “Represented” to a music publisher or recording company, then you must obtain the consent of such music publisher or recording company to grant the rights set forth in this Agreement, or cause music publisher or recording company enter into an agreement with us. Vampr will not be responsible for any adverse consequences arising from your failure to advise any third party of your submission of Tracks to the Proprietary Submission System.

      3. You shall be solely responsible for the payment of all compensation, if any, to and any permissions required from, songwriters, licensors, producers, mixers, labels, income participants and other third parties to whom you are obligated to pay a portion of the income derived from any of the Track(s). You warrant and represent that all such songwriters, licensors, producers, mixers, labels, income participants and other third parties to whom you are obligated to pay a portion of the income from the Track(s) shall look solely to you for any such payments and you hereby agree to indemnify Vampr and hold Vampr harmless from and against any and all claims, demands or actions by any such songwriters, licensors, producers, mixers, labels, income participants and other third parties for any such payments in accordance with the indemnification provisions of this Agreement.

      4. This Agreement is not intended to, nor shall it, create any rights, entitlements, claims or benefits enforceable by any person who is not party to it.

6. Compensation

   1. 1. Subject to paragraph 6.8 hereunder, Vampr will be payee for all gross revenue arising from License Agreements entered into pursuant to this Agreement (including the Publishing Revenue refered to in Clause 6.2) and shall, (subject to Clause 9.5 hereunder) retain a thirty-five (35%) commission of Net Revenue (including but not limited to) master and synchronization licensing fees.

      2. Subject to paragraph 6.8 hereunder, in the event that Vampr successfully executes a License Agreement in relation to a Track Music Licensor agrees that Vampr is hereby granted an assignment of the rights in the Composition embodied in the Track and the right to collect the broader backend publishing and mechanical revenue from that Composition (“the Publishing Income”) for a period of two years from the date of execution of the License Agreement (“the Assignment Period”). You agree to further deliver as and when requested by Vampr in respect of the Composition embodied in the Track(s) the subject of a License Agreement a copy of a single song assignment (“Vampr Publishing Contract”) executed by You and binding on any applicable Rights Holder. The Vampr Publishing Contract will be in a form provided to you by Vampr and without limitation will include an entitlement for Vampr as the publisher of the Composition to enter into a sub-publishing and collection agreements with bona-fide collection agencies and/or societies operating at arm’s length, sub-publishers and/or administrators. As at the date of this Agreement has entered into such an agreement with Songtrust. Upon the expiry or termination of the Assignment Period (and any extensions thereto) all the rights title and interest of Vampr assigned by Music Licensor to Vampr pursuant to this clause 6.2 will revert to Music Licensor and/or any applicable Rights Holder but without prejudice to the rights of Vampr to collect revenue arising from agreements entered into for the exploitation of the copyrights in the Composition (including but not limited to mechanical licenses) which shall remain with Vampr for a further period of two (2) years from the expiry of the Assignment Period during which Vampr shall collect the Publishing Income arising from such agreements or sources.

      3. Subject to Clause 9.5 hereunder Vampr shall pay sixty-five percent (65%) of Net Revenue arising from License Agreements and of the Publishing Income (if applicable) to Music Licensor, with the deductions referred to in the definition of Net Revenue as defined being retained by Vampr.

      4. Subject to the rights granted to Vampr by Clause 6.2 of this Agreement and in relation to Tracks that have not become the subject of a License Agreement Vampr will have no involvement with backend publishing or mechanical royalties. Collection or administration will remain the responsibility of the Rights Holder and their collection agencies.

      5. If Vampr concludes a License Agreement in which a Composition is permitted to be re-recorded by any third party, such as a content production company, the income from the license of the Composition will be shared on a 65/35 basis between You and Vampr, even though the Licensee is only paying for the Composition and not the original Sound Recording.

      6. If Vampr concludes a License Agreement, Music Licensor shall receive 50% of the performance rights royalties arising from the public performance of the Track and Composition and Vampr will remit 30% of publishers share of the performance royalties arising from the public performance of the Composition embodied in the Track during the Assignment Period to You in the next applicable accounting period. If You are already affiliated or registered with a performing rights collection organisation Vampr will provide for your signature one or more letters of direction to allow Vampr or its agent to administer your account with respect to that Composition during the term of the Vampr Publishing Agreement.

      7. Except as expressly provided herein, no royalties or other monies or consideration shall be payable to Music Licensor for the exercise by Vampr of the rights granted hereunder.

      8. If the Music Licensor is not legally permitted to make a further assignment of rights in a Composition referred to in Clause 6.2 for the sole reason that they have entered into a pre-existing bona fide publishing agreement with a bona fide music publishing company that precludes such assignment being made, Vampr in its sole discretion may relinquish their right pursuant to Clause 6.2 to require the Music Licensor to make that further assignment of rights provided that the commission payable to Vampr pursuant to Clause 6.1 becomes 50% rather than 35%, as provided in Clause 6.1. Vampr may request that Music Licensor produce to Vampr a fully executed copy of that third party publishing agreement evidencing Music Licensor’s legal incapacity as contemplated by this Clause 6.8

7. Accounting and Payments

   1. 1. Vampr shall make the required payments hereunder to the Music Licensor within 45 days after the end of each calendar quarter (March 31, June 30, September 30, and December 31). All fees will be payable in U.S. dollars.

      2. In the event Music Licensor or Vampr elects to terminate this agreement, all monies owed to Music Licensor will be paid promptly upon expiry of the termination notice.

      3. Music Licensor warrants that it is the primary contact for all Rights Holders and is authorized to collect all monies pursuant to this Agreement, on behalf of all Rights Holders who own, control, administer, and/or represent in whole or in part any portion of Tracks when submitting the required Rights Holder and Track information to the Proprietary Submission System.

      4. All payments and notices will be made by delivering payment to the Music Licensor’s PayPal account or by direct deposit to the bank account as provided by the Music Licensor.

      5. Vampr will deliver a payment receipt via the email address provided by the Music Licensor whenever a payment from a Licensee is made to Vampr with respect to the Tracks(s), setting forth the following information:

         1. name of the Licensee;

         2. identification of the nature, means and media through which use(s) of your Track(s) has/have been made;

         3. the territory(ies) in which the use(s) has/have been made; and

         4. the amount received by Vampr for the use(s) (the “License Fee”).

         5. any deducations from the License Fee including all payment processing fees, agent or other licensing fees, and other third-party fees (including legal fees) associated with the completion of the License Agreement or the collection of any License Fees.

         6. Vampr will divide the Net Revenue into two equal funds: the “Composition Fund” and the “Sound Recording Fund.”

         7. Subject to Clause 6.2 and Clause 9.5 Vampr will credit you with 65% of the Net Revenue from the Composition Fund and/or the Sound Recording Fund, as applicable. It will be the Music Licensor’s responsibility to then distribute further proportional splits of the fee between any other Rights Holder in the applicable Fund.

         8. Any objection relating to any payment to you of any amounts due hereunder, or otherwise, or any claim or dispute arising therefrom, must be made (and any claim or dispute commenced) by you no later than one (1) year after the date the amount(s) in question are paid to you, and you hereby waive any longer statute of limitations that may be permitted by law.

         9. Vampr is not responsible for any loss of payment due to currency conversion.

8. Representations and Warranties

   The Music Licensor represents, warrants and covenants that:

   1. 1. Music Licensor is the sole and exclusive owner of any and all rights in and to Track(s) as defined herein, including the copyrights, and/or an authorized representative or agent of the owner(s) (with written authority to act on behalf of the owner) of any and all such rights for the purposes of Vampr’s use of the Track(s) as set forth in this Agreement. Music Licensor represents and warrants that Music Licensor is free to enter into and abide by the terms of this Agreement and that Music Licensor owns and/or controls all necessary rights required to legally provide/license/offer the Track(s) submitted to Vampr in accordance with the terms of this Agreement, including but not limited to the right to act on behalf of all Rights Holders in accepting the terms and conditions in Clause 2.6 hereunder. Music Licensor represents and warrants that no Track will contain unauthorized samples, covers, or any part of any third party’s music or literary work.

      2. Music Licensor is responsible for clearing any third party material including songs or samples written, controlled or recorded by third parties, and to pay any required royalty payments.

      3. Music Licensor is responsible for notifying Vampr in writing in the event Music Licensor no longer retains the authority warranted in Clause 8.1 of this Agreement or any other material right.

      4. Music Licensor further agrees to and shall indemnify and hold Vampr (and its owners, officers, directors, employees, agents, representatives and/or affiliates) harmless against any and all losses, damages, costs, claims, actions and proceedings, including without limitation attorneys fees and costs, resulting from the breach of the warranties and representations above.

      5. Music Licensor further agrees that

         1. The information submitted to the Proprietary Submission System relating to the Track(s) are complete and correct in all respects;

         2. The information submitted to the Proprietary Submission System correctly identifies all Rights Holders with an interest in the Track(s), specifying the share to which each is entitled;

         3. the Tracks(s) do not and shall not infringe any copyright or other intellectual property or proprietary right of any third party;

         4. the version of the Track(s) submitted does not contain any disabling

            devices or code which could be capable of impairing or tracking Vampr’s or any third party’s access to or use of the Track(s);

         5. there is no agreement, understanding, license, right, restriction, settlement, consent, judgment, order, or pending or, to your knowledge, threatened litigation, arbitration or administrative proceeding that restricts, impairs, limits or otherwise adversely affects, or which could be reasonably expected to restrict, impair, limit or otherwise adversely affect, your, or any other Rights Holder’s ability, to perform your or their obligations under this Agreement;

         6. you have all right, power and authority to enter into this Agreement and, to the extent specified herein, to grant, license, sell, assign, convey, and transfer all right, title, and interest in, to and under your Tracks(s), free and clear of any licenses, rights, claims, liens, security interests, charges, restrictions, covenants, options or other encumbrances or title defects, as may be necessary for Vampr to fully enjoy the license granted hereunder, and to otherwise carry out the terms and provisions of this Agreement and the purposes of the App; and

         7. they are at least 18 years of age.

      6. Music Licensor warrants that you have had had an opportunity to consult with an attorney before entering into this Agreement including agreeing to the Sync Representation Agreement – Operative Terms and Conditions.

9. General Provisions

   1. 1. If either Party breaches any term or condition of this Agreement, the breaching party will have thirty (30) days to cure such breach after the first day of written notice from the non-breaching party. If after thirty (30) days, the breach has not been cured or a resolution has not been made, the non-breaching party may terminate the Agreement.

      2. This Agreement is governed by the laws of the State of Nevada applicable to contract made and to be performed there and the courts of the State of Nevada shall have exclusive jurisdiction over any disputes arising from this Agreement.

      3. This Agreement and all rights and obligations hereunder will be binding upon the successors, licensees and assigns of each party.

      4. Should any part of this Agreement be determined to be invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect.

      5. The parties agree that this Agreement is the complete and exclusive understanding between the parties. This Agreement may be be modified by Vampr in accordance with Vampr’s current advertised policies and procedures and any material changes to this Agreement will be communicated to you by email. You retain the rights of termination pursuant to Clause 4 hereunder.

      6. Vampr shall not be liable for any delay or failure in performance resulting from acts or occurrences beyond the reasonable control of Vampr, including, without limitation, (and whether similar or dissimilar) acts of God, acts of war, terrorism, riot, fire, flood, pandemic or other disaster or other natural occurrence, acts of government, strike, lockout, or power or Internet failure.

      7. Headings are inserted for convenience of reference only and shall not be used for the purpose of interpreting this Agreement, or any other agreement between you and Vampr.

      8. No party may create any obligation on behalf of any other party except as expressly set forth herein or in connection with any other agreement between you and Vampr.

      9. All notices and other communications hereunder shall be in writing sent to the email address provided by the parties hereunder.

      10. You shall not disclose, communicate or share, in any manner or form, directly or indirectly, to any person or entity, any confidential information you may receive from Vampr regarding pitch opportunities and/or briefs or the business of Vampr.

      11. You may not assign or transfer any of your rights or obligations under this Agreement, or any other agreement between you and Vampr, without the prior written consent of Vampr, which consent Vampr may withhold in its sole discretion, and any such attempted assignment or transfer without such prior written consent shall be null and void.

      12. You and Vampr agree to mediate any dispute or claim relating to this Agreement, before resorting to court action. Mediation fees paid to the mediator, if any, shall be divided equally among the parties involved. Mediation under this provision is initiated by one party requesting mediation of the other party or parties involved. If the request is granted, both parties have to agree on a neutral mediator and his/her fees. The mediator chosen by both parties will schedule a mediation meeting among the parties. A mediation brief from the parties may be required by the mediator to be submitted to him/her before the mediation meeting. At the mediation meeting, the mediator’s role is to bring the parties together, attempt to resolve differences in their respective positions, and to seek to settle the dispute or claim, without deciding the matter for the parties. Any party who commences a court action without first attempting to resolve the matter through mediation, or who refuses to mediate after a request has been made, shall not be entitled to recover attorney fees, even if such attorney fees would otherwise be available to that party in any such action.

10. Limitation on Liability

    1. In no event shall Vampr or any of its affiliates, or any officers, directors, employees, agents, owners or representatives of any of the foregoing (collectively, “related parties”) be liable to you or any other party for any special, indirect, reliance, incidental, punitive, exemplary or consequential damages of any kind, lost profits, lost revenue, loss of business, or loss of goodwill, whether arising in contract, tort (including without limitation negligence) or otherwise, or for any breach of security associated with the transmission of sensitive information through the App or in provison of the Representation, even if Vampr or any of its related parties have been notified of the possibility thereof.

11. Legal Proceedings And Settlements

    1. 1. After entering into a License Agreement Vampr shall have the right but not the obligation to prosecute, defend and settle all claims and actions with respect to the Track(s) that are the subject of that License Agreement, and generally to do all things necessary concerning the same and the copyrights or other rights with respect to the Track(s); provided, however, Vampr shall not settle claims without your agreement (not to be unreasonably witheld). In the event of a recovery by Vampr or you of any monies as a result of a judgment or settlement, such monies shall be divided between you and Vampr in the same shares as provided for in section ‘’Accounting and Payments’, after first deducting the out-of-pocket expenses of obtaining said monies, including legal fees and expenses.

       2. You shall have the right to provide counsel for yourself, to assist in or assume the prosecution or defense of any such matter, but at your own expense. Any judgments against Vampr and any settlements by Vampr of claims against it respecting any of the Tracks, together with costs and expenses, including, without limitation, legal fees and expenses, shall be subject to the indemnity provisions of this Agreement and your indemnity payments shall be paid to Vampr from any and all sums that may become due to you under any and all accounts owned by you and administered by Vampr or promptly upon demand by Vampr

12. Indemnity

    You agree to compensate, defend and keep us fully indemnified against any losses, damages, claims or legal proceedings brought against us by any person as a result of your breach of any term of this Agreement, including but not limited to your breach of representations and warranties contained herein, including, but not limited to, claims of copyright infringement. You agree to indemnify Vampr for any and all legal fees expended by Vampr in defense of claims made against Vampr as a result of your breach of representations and warranties contained herein.

13. Communications

    By entering into this Agreement you accept that you will receive email communications from time-to-time from Vampr with respect to the business of this Agreement. Your receipt of these email communications will not be automatically terminated by your withdrawal from the App. Vampr agrees that it will provide a seperate opt-out mechanism with respect to the email communications. You agree that by exercising the opt-out mechanism you may as a result not receive information that may be relevent to you.