Licensing

Standard Commercial License for Digital Content

Stock Videos-Video Reels- and all Downloadable Digital Content.

Section 1:

​This Non-Exclusive License Agreement (the “Agreement”), agreed upon the date of purchase of the video footage/photography/digital download content, which will also be referred to as the “digital content,” is agreed upon between the Licensee (You), and Existent Lifestyle (Licensor). 

The date of this agreement will be the date of purchase. The effective date will be the date of purchase.

This Agreement is issued solely in connection with and for Licensee's use of the digital content pursuant and subject to all terms and conditions set forth herein.

  1. License Fee: The Licensee to shall make payment of the License Fee (cost of the digital download) to Licensor on the date of this Agreement. All rights granted to Licensee by Licensee in the Digital Content are conditional upon Licensee’s timely payment of the License Fee. The License Fee is a one-time payment for the rights granted to Licensee and this Agreement is not valid until the License Fee has been paid.

  2. Purchase of the digital content is an acknowledgement that this license has been read, agreed to and is bonded to the licensee for the term of the lease by the licensee. 

Section 2: 

  • A. Delivery of the Digital Content:

    1. Licensor agrees to deliver the Digital Content. 

    2. Licensor shall use commercially reasonable efforts to deliver the Digital Content to Licensee immediately after payment of the License Fee is made. Licensee will receive the Digital Content via email, to the email address Licensee provided to Licensor. The content will be available to download on existentlifestyle.com.

    3. The licensor will make commercially reasonable efforts to keep access to the licensee’s account available, and availability to download the digital content on their account on Existentlifestyle.com, however, the licensee understands that the content may not be available for any reason and no reason at all.

    4. The licensee agrees to accessing the download within 24 hours to safely save their digital download. The licensee agrees that it is their sole responsibility to download the digital content, and after 24 hours there is no guarantee that they will be able to access their content for download.  

  1. Term: The Term of this Agreement shall be twenty (20) years and this license shall expire on the twenty (20) year anniversary of the Effective Date.

  • B. Use of the Digital Content:

    1. In consideration for Licensee’s payment of the License Fee, the Licensee hereby grants Licensee a limited non-exclusive, nontransferable license and the right to incorporate, include and/or use the Digital Content for commercial or non- commercial purposes.

    2. Subject to the Licensee’s compliance with the terms and conditions of this Agreement, Licensee shall not be required to account or pay to Licensor any royalties, fees, or monies paid to or collected by the Licensee (expressly excluding mechanical royalties), or which would otherwise be payable to Licensor in connection with the use/exploitation of the New Content as set forth in this Agreement.

    3. Restrictions on the Use of the Digital Content: Licensee hereby agrees and acknowledges that it is expressly prohibited from taking any action(s) and from engaging in any use of the Digital Content or New Song in the manners, or for the purposes, set forth below:

      1. The rights granted to Licensee are NON-TRANSFERABLE and that Licensee may not transfer or assign any of its rights hereunder to any third-party;

      2. The Licensee shall not have the right to license or sublicense any use of the Digital Content.

      3. Licensee shall not engage in any unlawful copying, streaming, duplicating, selling, lending, renting, hiring, broadcasting, uploading, or downloading to any database, servers, computers, peer to peer sharing, or other file-sharing services, posting on websites, or distribution of the Digital Content in the form, or a substantially similar form, as delivered to Licensee. Licensee may send the Digital Content file to any individual musician, engineer, studio manager or other people who are working on the New Digital Content/Song.

      4. THE LICENSEE IS EXPRESSLY PROHIBITED FROM REGISTERING THE DIGITAL CONTENT AND/OR NEW SONG WITH ANY CONTENT IDENTIFICATION SYSTEM, SERVICE PROVIDER, OR DIGITAL AGGREGATOR (for example, youtube content ID). The purpose of this restriction is to prevent you from receiving a copyright infringement takedown notice from a third party who also received a non-exclusive license to use the Digital Content. The Digital Content has already been tagged for Content Identification (as that term is used in the music industry) by Licensor as a pre-emptive measure to protect all interested parties in the New Content/Song. If you do not adhere to this policy, you are in violation of the terms of this License and your license to use the Digital Content may be revoked without notice or compensation to you.

      5. As applicable to both the underlying composition in the Digital Content and to the master recording of the Digital Content: (i) The parties acknowledge and agree that the licensee’s use of the digital content is a “derivative work”, as that term is used in the United States Copyright Act; (ii) As applicable to the Digital Content and/or the New Song, there is no intention by the parties to create a joint work; and (iii) There is no intention by the Licensor to grant any rights in and/or to any other derivative works that may have been created by other third-party licensees.

      6. The licensor can only register the Digital Content with content ID or such. (In other words, the licensee is just given permission to use the Digital Content, and cannot use these services because full ownership of of the Digital Content still stays with licensee.

  • Section 3:

  1. Ownership:

    1. The Licensee is and shall remain the sole owner and holder of all rights, title, and interest in the Digital Content, including all copyrights to and in the digital content. Nothing contained herein shall constitute an assignment by Licensee to Licensee of any of the foregoing rights. Licensee may not, under any circumstances, register or attempt to register the digital content with the U.S. Copyright Office. Licensee will, upon request, execute, acknowledge and deliver to Licensor such additional documents as Licensee may deem necessary to evidence and effectuate Licensee’s rights hereunder, and Licensee hereby grants to Licensee the right as attorney-in-fact to execute, acknowledge, deliver and record in the U.S. Copyright Office or elsewhere any and all such documents if Licensee shall fail to execute same within five (5) days after so requested by Licensor.

    2. For the avoidance of doubt, you do not own the downloaded digital content. You have been licensed the right to use the Digital Content in your own legal commercial uses based on the terms and conditions of this Agreement.

    3. The licensee shall be deemed to have signed, affirmed and ratified its acceptance of the terms of this Agreement by virtue of its payment of the License Fee to Licensor and its electronic acceptance of its terms and conditions at the time Licensee made payment of the License Fee.

  2. Credit: Licensee shall have the right to use and permit others to use Licensee’s approved name, approved likeness, and other approved identification and approved biographical material concerning the Licensee solely for purposes of trade and otherwise without restriction solely in connection with the New Content/Song recorded hereunder. Licensee shall use best efforts to have Licensor credited as a “Produced By Existent Lifestyle” and shall give Licensor appropriate production and credit on all compact discs, record, video, and digital labels or any other record configuration manufactured which is now known or created in the future that embodies the digital content. The licensee shall use its best efforts to ensure that Licensor is properly credited and Licensee shall check all proofs for the accuracy of credits, and shall use its best efforts to cure any mistakes regarding Licensee's credit. In the event of any failure by Licensee to issue the credit to Licensee, Licensee must use reasonable efforts to correct any such failure immediately and on a prospective basis. Such credit shall be in the substantial form: “Produced by {LICENSEE}”.

    1. To avoid doubt, in summary, the licensee does not own, nor created, the digital content, and must give credit to licensor when proper credit is appropriate.

    2. At no time can licensee claim or give credit in any way that they created or produced the digital content themselves. Licensee does not have to give credit to licensor; however, if credit is listed and/or appropriate or reasonable expected to be given, credit must be given to licensor. 

  3. Licensor’s Option: Licensor shall have the option, at Licensor’s sole discretion, to terminate this License at any time within the ten (10) years of the date of this Agreement upon written notice to Licensee. In the event that Licensor exercises this option, Licensee shall pay to Licensor a sum equal to Two Hundred Percent (100%) of the License Fee paid by Licensee. Upon Licensor’s exercise of the option, Licensee must immediately remove the digital content from any and all digital and physical distribution channels and must immediately cease access to any views, streams and/or downloads of the digital content by the general public.

  4. Breach by Licensee:

    1. The licensee shall have five (5) business days from its receipt of written notice by Licensee and/or Licensee’s authorized representative to cure any alleged breach of this Agreement by Licensee. Licensee’s failure to cure the alleged breach within five (5) business days shall result in Licensee’s default of its obligations, its breach of this Agreement, and at Licensee's sole discretion, the termination of Licensee’s rights hereunder.

    2. If Licensee engages in the commercial exploitation and/or sale of the Digital Content outside of the manner and amount expressly provided for in this Agreement, Licensee shall be liable to Licensor for monetary damages in an amount equal to any and all monies paid, collected by, or received by Licensee, or any third party on its behalf, in connection with such unauthorized commercial exploitation of the Digital Content and/or New Song.

    3. Licensee recognizes and agrees that a breach or threatened breach of this Agreement by Licensee give rise to irreparable injury to Licensor, which may not be adequately compensated by damages. Accordingly, in the event of a breach or threatened breach by the Licensee of the provisions of this Agreement, Licensor may seek and shall be entitled to a temporary restraining order and a preliminary injunction restraining the Licensee from violating the provisions of this Agreement. Nothing herein shall prohibit Licensor from pursuing any other available legal or equitable remedy from such breach or threatened breach, including but not limited to the recovery of damages from the Licensee. The Licensee shall be responsible for all costs, expenses or damages that Licensor incurs as a result of any violation by the Licensee of any provision of this Agreement. Licensee’ obligation shall include court costs, litigation expenses, and reasonable attorneys' fees.

  5. Warranties, Representations, and Indemnification:

    1. Licensee hereby agrees that Licensor has not made any guarantees or promises that the Digital Content fits the particular creative use or purpose intended or desired by the Licensee. The Digital Content, are licensed to the Licensee “as is” without warranties of any kind or fitness for a particular purpose.

    2. Parties hereto shall indemnify and hold each other harmless from any and all third party claims, liabilities, costs, losses, damages or expenses as are actually incurred by the non-defaulting party and shall hold the non-defaulting party, free, safe, and harmless against and from any and all claims, suits, demands, costs, liabilities, loss, damages, judgments, recoveries, costs, and expenses; (including, without limitation, reasonable attorneys' fees), which may be made or brought, paid, or incurred by reason of any breach or claim of breach of the warranties and representations hereunder by the defaulting party, their agents, heirs, successors, assigns and employees, which have been reduced to final judgment; provided that prior to final judgment, arising out of any breach of any representations or warranties of the defaulting party contained in this agreement or any failure by defaulting party to perform any obligations on its part to be performed hereunder the non-defaulting party has given the defaulting party prompt written notice of all claims and the right to participate in the defense with counsel of its choice at its sole expense. In no event shall Artist be entitled to seek injunctive or any other equitable relief for any breach or non-compliance with any provision of this agreement.

  6. Miscellaneous: This Agreement constitutes the entire understanding of the parties and is intended as a final expression of their agreement and cannot be altered, modified, amended or waived, in whole or in part, except by written instrument (email being sufficient) signed by both parties hereto. This agreement supersedes all prior agreements between the parties, whether oral or written. Should any provision of this agreement be held to be void, invalid or inoperative, such decision shall not affect any other provision hereof, and the remainder of this agreement shall be effective as though such void, invalid or inoperative provision had not been contained herein. No failure by Licensor hereto to perform any of its obligations hereunder shall be deemed a material breach of this agreement until the Licensee gives Licensor written notice of its failure to perform, and such failure has not been corrected within thirty (30) days from and after the service of such notice, or, if such breach is not reasonably capable of being cured within such thirty (30) day period, Licensor does not commence to cure such breach within said time period, and proceed with reasonable diligence to complete the curing of such breach thereafter. This agreement shall be governed by and interpreted in accordance with the laws of the {State and Country Purchased in} applicable to agreements entered into and wholly performed in said State, without regard to any conflict of laws principles. You hereby agree that the exclusive jurisdiction and venue for any action, suit or proceeding based upon any matter, claim or controversy arising hereunder or relating hereto shall be in the state or federal courts located in the {State and Country Purchased in }. You shall not be entitled to any monies in connection with the Master(s) other than as specifically set forth herein. All notices pursuant to this agreement shall be in writing and shall be given by registered or certified mail, return receipt requested (prepaid) at the respective addresses hereinabove set forth or such other address or addresses as may be designated by either party. Such notices shall be deemed given when received. Any notice mailed will be deemed to have been received five (5) business days after it is mailed; any notice dispatched by expedited delivery service will be deemed to be received two (2) business days after it is dispatched. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THIS AGREEMENT AND HAVE BEEN ADVISED BY US OF THE SIGNIFICANT IMPORTANCE OF RETAINING AN INDEPENDENT ATTORNEY OF YOUR CHOICE TO REVIEW THIS AGREEMENT ON YOUR BEHALF. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE HAD THE UNRESTRICTED OPPORTUNITY TO BE REPRESENTED BY AN INDEPENDENT ATTORNEY. IN THE EVENT OF YOUR FAILURE TO OBTAIN AN INDEPENDENT ATTORNEY OR WAIVER THEREOF, YOU HEREBY WARRANT AND REPRESENT THAT YOU WILL NOT ATTEMPT TO USE SUCH FAILURE AND/OR WAIVER as a basis to avoid any obligations under this agreement, or to invalidate this agreement or To render this agreement or any part thereof unenforceable. This agreement may be executed in counterparts, each of which shall be deemed an original, and said counterparts shall constitute one and the same instrument. In addition, “signature” of this agreement is attained digitally, in the way of licensee purchasing the digital content. 

  7. Licensee is responsible for reaching out to licensor for any question. Not understanding, misinterpretation, or any typos/formatting errors, is not grounds for licensee to breach or violation of the contract.

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END Commercial License 

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Exclusive License: For Digital Content (Only Available by Special Arrangement.)

Section 1:

​This Exclusive License Agreement (the “Agreement”), agreed upon the date of purchase of the video footage/photography/digital download content, which will also be referred to as the “digital content,” is agreed upon between the Licensee (You), and Existent Lifestyle (Licensor). 

The date of this agreement will be the date of purchase. The effective date will be the date of purchase.

This Agreement is issued solely in connection with and for Licensee's use of the digital content pursuant and subject to all terms and conditions set forth herein.

  1. License Fee: The Licensee to shall make payment of the License Fee (cost of the digital download) to Licensor on the date of this Agreement. All rights granted to Licensee by Licensee in the Digital Content are conditional upon Licensee’s timely payment of the License Fee. The License Fee is a one-time payment for the rights granted to Licensee and this Agreement is not valid until the License Fee has been paid, which constitutes as purchasing the content on existentlifestyle.com and getting a receipt. 

  2. Purchase of the digital content is an acknowledgement that this license has been read, agreed to and is bonded to the licensee for the term of the lease by the licensee. 

Section 2: 

  • A. Delivery of the Digital Content:

    1. Licensor agrees to deliver the Digital Content. 

    2. Licensor shall use commercially reasonable efforts to deliver the Digital Content to Licensee immediately after payment of the License Fee is made. Licensee will receive the Digital Content via online download existentlifestyle.com, and get a email to the email address Licensee provided to Licensor to download. The content will be available to download on existentlifestyle.com on the user's account.

    3. The licensor will make commercially reasonable efforts to keep access to the licensee’s account available, and availability to download the digital content on their account on Existentlifestyle.com, however, the licensee understands that the content may not be available for any reason and no reason at all.

    4. The licensee agrees to accessing the download within 24 hours to safely save their digital download. The licensee agrees that it is their sole responsibility to download the digital content, and after 24 hours there is no guarantee that they will be able to access their content for download. 

  1. Term: The Term of this Agreement shall be forever  and this license shall not expire.

  • B. Use of the Digital Content:

    1. In consideration for Licensee’s payment of the License Fee, the Licensee hereby grants Licensee an exclusive, nontransferable license and the right to incorporate, include and/or use the Digital Content for commercial or non-commercial purposes.

    2. Subject to the Licensee’s compliance with the terms and conditions of this Agreement, Licensee shall not be required to account or pay to Licensor any royalties, fees, or monies paid to or collected by the Licensee (expressly excluding mechanical royalties), or which would otherwise be payable to Licensor in connection with the use/exploitation of the New Content/Song as set forth in this Agreement.

    3. Restrictions on the Use of the Digital Content: Licensee hereby agrees and acknowledges that it is expressly prohibited from taking any action(s) and from engaging in any use of the Digital Content or New Song in the manners, or for the purposes, set forth below:

      1. The rights granted to Licensee are NON-TRANSFERABLE and that Licensee may not transfer or assign any of its rights hereunder to any third-party;

      2. The Licensee shall not have the right to license or sublicense any use of the Digital Content.

      3. Licensee shall not engage in any unlawful copying, streaming, duplicating, selling, lending, renting, hiring, broadcasting, uploading, or downloading to any database, servers, computers, peer to peer sharing, or other file-sharing services, posting on websites, or distribution of the Digital Content in the form, or a substantially similar form, as delivered to Licensee. Licensee may send the Digital Content file to any individual musician, engineer, studio manager or other people who are working on the Digital Content/Song.

      4. THE LICENSEE IS EXPRESSLY PROHIBITED FROM REGISTERING THE DIGITAL CONTENT AND/OR NEW SONG WITH ANY CONTENT IDENTIFICATION SYSTEM, SERVICE PROVIDER, OR DIGITAL AGGREGATOR (for example, youtube content ID). The purpose of this restriction is to prevent you from receiving a copyright infringement takedown notice from a third party who also received a non-exclusive license to use the Digital Content. The Digital Content has already been tagged for Content Identification (as that term is used in the music industry) by Licensor as a pre-emptive measure to protect all interested parties in the New Song. If you do not adhere to this policy, you are in violation of the terms of this License and your license to use the Digital Content may be revoked without notice or compensation to you.

      5. As applicable to both the underlying composition in the Digital Content and to the master recording of the Digital Content: (i) The parties acknowledge and agree that the licensee’s use of the digital content is a “derivative work”, as that term is used in the United States Copyright Act; (ii) As applicable to the Digital Content and/or the New Song, there is no intention by the parties to create a joint work; and (iii) There is no intention by the Licensor to grant any rights in and/or to any other derivative works that may have been created by other third-party licensees.

      6. The licensor can only register the Digital Content with content ID or such. (In other words, the licensee is just given permission to use the Digital Content, and cannot use these services because full ownership of of the Digital Content still stays with licensee.

  • Section 3:

  1. Ownership:

    1. The Licensee is and shall remain the sole owner and holder of all rights, title, and interest in the Digital Content, including all copyrights to and in the digital content. Nothing contained herein shall constitute an assignment by Licensee to Licensee of any of the foregoing rights. Licensee may not, under any circumstances, register or attempt to register the digital content with the U.S. Copyright Office. Licensee will, upon request, execute, acknowledge and deliver to Licensor such additional documents as Licensee may deem necessary to evidence and effectuate Licensee’s rights hereunder, and Licensee hereby grants to Licensee the right as attorney-in-fact to execute, acknowledge, deliver and record in the U.S. Copyright Office or elsewhere any and all such documents if Licensee shall fail to execute same within five (5) days after so requested by Licensor.

    2. For the avoidance of doubt, you do own the downloaded digital content. You have been licensed the right to use the Digital Content in your own legal uses based on the terms and conditions of this Agreement.

    3. The licensee shall be deemed to have signed, affirmed and ratified its acceptance of the terms of this Agreement by virtue of its payment of the License Fee to Licensor and its electronic acceptance of its terms and conditions at the time Licensee made payment of the License Fee.

  2. Credit: Licensee shall have the right to use and permit others to use Licensee’s approved name, approved likeness, and other approved identification and approved biographical material concerning the Licensee solely for purposes of trade and otherwise without restriction solely in connection with the New Digital Content/ Song recorded hereunder. Licensee shall use best efforts to have Licensor credited as a “Produced By Existent Lifestyle” and shall give Licensor appropriate production and credit on all compact discs, record, video, and digital labels or any other record configuration manufactured which is now known or created in the future that embodies the digital content. The licensee shall use its best efforts to ensure that Licensor is properly credited and Licensee shall check all proofs for the accuracy of credits, and shall use its best efforts to cure any mistakes regarding Licensee's credit, however, the licensee does not have to. In the event of any failure by Licensee to issue the credit to Licensee, Licensee must use reasonable efforts to correct any such failure immediately and on a prospective basis. Such credit shall be in the substantial form: “Produced by {LICENSEE}”.

    1. To avoid doubt, in summary, the licensee does own the digital content, however, they did not create it, and cannot claim that they did, and must give credit to licensor when proper credit is appropriate, however at the least, they must not make any claims or be credited with creating it. 

    2. At no time can licensee claim or give credit in any way that they created or produced the digital content themselves. Licensee does not have to give credit to licensor; however, if credit is listed and/or appropriate or reasonable expected to be given, credit must be given to licensor. 

  3. Licensor’s Option: Licensor shall have the option, at Licensor’s sole discretion, to terminate this License at any time within the ten (10) years of the date of this Agreement upon written notice to Licensee. In the event that Licensor exercises this option, Licensee shall pay to Licensor a sum equal to Two Hundred Percent (100%) of the License Fee paid by Licensee. Upon Licensor’s exercise of the option, Licensee must immediately remove the digital content from any and all digital and physical distribution channels and must immediately cease access to any views, streams and/or downloads of the digital content by the general public.

  4. Breach by Licensee:

    1. The licensee shall have five (5) business days from its receipt of written notice by Licensee and/or Licensee’s authorized representative to cure any alleged breach of this Agreement by Licensee. Licensee’s failure to cure the alleged breach within five (5) business days shall result in Licensee’s default of its obligations, its breach of this Agreement, and at Licensee's sole discretion, the termination of Licensee’s rights hereunder.

    2. If Licensee engages in the commercial exploitation and/or sale of the Digital Content outside of the manner and amount expressly provided for in this Agreement, Licensee shall be liable to Licensor for monetary damages in an amount equal to any and all monies paid, collected by, or received by Licensee, or any third party on its behalf, in connection with such unauthorized commercial exploitation of the Digital Content and/or New Song.

    3. Licensee recognizes and agrees that a breach or threatened breach of this Agreement by Licensee give rise to irreparable injury to Licensor, which may not be adequately compensated by damages. Accordingly, in the event of a breach or threatened breach by the Licensee of the provisions of this Agreement, Licensor may seek and shall be entitled to a temporary restraining order and a preliminary injunction restraining the Licensee from violating the provisions of this Agreement. Nothing herein shall prohibit Licensor from pursuing any other available legal or equitable remedy from such breach or threatened breach, including but not limited to the recovery of damages from the Licensee. The Licensee shall be responsible for all costs, expenses or damages that Licensor incurs as a result of any violation by the Licensee of any provision of this Agreement. Licensee’ obligation shall include court costs, litigation expenses, and reasonable attorneys' fees.

  5. Warranties, Representations, and Indemnification:

    1. Licensee hereby agrees that Licensor has not made any guarantees or promises that the Digital Content fits the particular creative use or purpose intended or desired by the Licensee. The Digital Content, are licensed to the Licensee “as is” without warranties of any kind or fitness for a particular purpose.

    2. Parties hereto shall indemnify and hold each other harmless from any and all third party claims, liabilities, costs, losses, damages or expenses as are actually incurred by the non-defaulting party and shall hold the non-defaulting party, free, safe, and harmless against and from any and all claims, suits, demands, costs, liabilities, loss, damages, judgments, recoveries, costs, and expenses; (including, without limitation, reasonable attorneys' fees), which may be made or brought, paid, or incurred by reason of any breach or claim of breach of the warranties and representations hereunder by the defaulting party, their agents, heirs, successors, assigns and employees, which have been reduced to final judgment; provided that prior to final judgment, arising out of any breach of any representations or warranties of the defaulting party contained in this agreement or any failure by defaulting party to perform any obligations on its part to be performed hereunder the non-defaulting party has given the defaulting party prompt written notice of all claims and the right to participate in the defense with counsel of its choice at its sole expense. In no event shall Artist be entitled to seek injunctive or any other equitable relief for any breach or non-compliance with any provision of this agreement.

  6. Miscellaneous: This Agreement constitutes the entire understanding of the parties and is intended as a final expression of their agreement and cannot be altered, modified, amended or waived, in whole or in part, except by written instrument (email being sufficient) signed by both parties hereto. This agreement supersedes all prior agreements between the parties, whether oral or written. Should any provision of this agreement be held to be void, invalid or inoperative, such decision shall not affect any other provision hereof, and the remainder of this agreement shall be effective as though such void, invalid or inoperative provision had not been contained herein. No failure by Licensor hereto to perform any of its obligations hereunder shall be deemed a material breach of this agreement until the Licensee gives Licensor written notice of its failure to perform, and such failure has not been corrected within thirty (30) days from and after the service of such notice, or, if such breach is not reasonably capable of being cured within such thirty (30) day period, Licensor does not commence to cure such breach within said time period, and proceed with reasonable diligence to complete the curing of such breach thereafter. This agreement shall be governed by and interpreted in accordance with the laws of the {State and Country Purchased in} applicable to agreements entered into and wholly performed in said State, without regard to any conflict of laws principles. You hereby agree that the exclusive jurisdiction and venue for any action, suit or proceeding based upon any matter, claim or controversy arising hereunder or relating hereto shall be in the state or federal courts located in the {State and Country Purchased in }. You shall not be entitled to any monies in connection with the Master(s) other than as specifically set forth herein. All notices pursuant to this agreement shall be in writing and shall be given by registered or certified mail, return receipt requested (prepaid) at the respective addresses hereinabove set forth or such other address or addresses as may be designated by either party. Such notices shall be deemed given when received. Any notice mailed will be deemed to have been received five (5) business days after it is mailed; any notice dispatched by expedited delivery service will be deemed to be received two (2) business days after it is dispatched. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THIS AGREEMENT AND HAVE BEEN ADVISED BY US OF THE SIGNIFICANT IMPORTANCE OF RETAINING AN INDEPENDENT ATTORNEY OF YOUR CHOICE TO REVIEW THIS AGREEMENT ON YOUR BEHALF. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE HAD THE UNRESTRICTED OPPORTUNITY TO BE REPRESENTED BY AN INDEPENDENT ATTORNEY. IN THE EVENT OF YOUR FAILURE TO OBTAIN AN INDEPENDENT ATTORNEY OR WAIVER THEREOF, YOU HEREBY WARRANT AND REPRESENT THAT YOU WILL NOT ATTEMPT TO USE SUCH FAILURE AND/OR WAIVER as a basis to avoid any obligations under this agreement, or to invalidate this agreement or To render this agreement or any part thereof unenforceable. This agreement may be executed in counterparts, each of which shall be deemed an original, and said counterparts shall constitute one and the same instrument. In addition, “signature” of this agreement is attained digitally, in the way of licensee purchasing the digital content. 

  7. Licensee is responsible for reaching out to licensor for any question. Not understanding, misinterpretation, or any typos/formatting errors, is not grounds for licensee to breach or violation of the contract.