Lyrics by Darrell Tinsley Music TomBaileyMusic During the pandemic and even to this day I realized how much the world has changed and how mean people have become and I just wanted to know what has happened to this world. Music is licensed by Tom Bailey Music #tombaileymusic This Non-Exclusive Agreement having been made on and effective as of 1st March 2022 by and between Thomas Ian Bailey p/k/a Tom Bailey and trading as Tom Bailey Music of Studio 15793, PO Box 6945, London, W1A 6US, United Kingdom is a music composer, producer and performer (“The Licensor” or “Producer”), owns underlying composition and master copyrights, or otherwise has permission to grant rights in, the Original Instrumental Recording, details of which are set out below at [clause 2.] And Darrell C Tinsley Licensee p/k/a Darrell Tinsley is the Licensee granted certain rights in the Original Instrumental Recording “OIR”) by Licensor on a non-exclusive, worldwide basis, in perpetuity on the terms set forth in this non-exclusive Licence Agreement (“the Agreement”) and solely for the purpose of incorporating the OIR into a new vocal or instrumental Recording, produced by Licensors, that is substantively different to the OIR. hereinafter referred to as “you” or “your” or “Licensee”; and together as “the Parties” This Agreement is issued solely in connection with and for Licensee's use of the OIR pursuant and subject to all terms and conditions set forth herein. 1. Term 1.1. Executed by the Licensor and the Licensee, this License agreement is to be effective as for all purposes as of the Effective Date and shall not expire. 2. The Original Instrumental Recording (OIR) 2.1. Licensor has granted certain rights to licensee to use, adapt, modify, incorporate the OIR entitled [1. Acoustic Rock Guitar Backing Track In A Minor] under the terms of the Agreement. 2.2. Licensor agrees to deliver the OIR as a high-quality MP3, as such terms are understood in the music industry. 2.3. Licensor shall use commercially reasonable efforts to deliver the OIR to Licensee immediately after payment of the License Fee has been made. 2.4. Licensee will receive the Instrumentals via email, to the email address Licensee provided to Licensor. 3. Licence Fee 3.1. The Licensee agrees to pay a Licence Fee of £95.00 GBP to Producer in return for the grant of the rights set out in the Agreement. The Licensee shall make payment of the License Fee to Licensor on the date of this Agreement. All rights granted to Licensee by Producer in the Instrumental are conditional upon Licensee’s timely payment of the License Fee and the terms set out in this Agreement. 3.2. 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 in full. Page 1 of 7 4. Grant of Rights 4.1. On payment of the Licence Fee by Licensee, Licensor hereby grants Licensee a limited non- exclusive, non transferable license subject to certain limitations on usage of the New Song that incorporates the OIR and specifically: 4.1.1.the right to incorporate, include and/or use the OIR in the preparation of one (1) new song featuring a vocal performance or vocal performances of Licensee’s original lyrics or other original lyricsLicensee is permitted to record, that are arranged by the Licensee (“the New Song”) or alternatively to incorporate the OIR, samples of the OIR or a modified version of the OIR, into a new instrumental work and recording created by the Licensee. 4.1.2.The right to modify the arrangement, length, tempo, or pitch of the Instrumental in preparation of the New Song. 4.1.3.The right to use the Instrumental as incorporated in the New Song in the manners and for the purposes expressly provided for herein, subject to the sale restrictions, limitations and prohibited uses stated in this Agreement. 5. Conditions and Limitations 5.1. This grant of rights is made subject to certain conditions and limitations on the usage and exploitation of the New Song may be used for any promotional purposes, including but not limited to, a release in a single format, for inclusion in a mixtape or free compilation of music bundled together (EP or album), and/or promotional, non-monetised digital streaming. 5.1.1.Licensee may perform the song publicly for-profit performances and for unlimited non- profit performances, including but not limited to, at a live performance (i.e. concert, festival, nightclub etc.), on terrestrial or satellite radio, and/or on the internet via third-party streaming services (Spotify, YouTube, iTunes Radio etc.). The New Song may be played on Unlimited terrestrial or satellite radio stations. 5.1.2.The Licensee may grant certain synchronisation licences for the New Song to be incorporated into an unlimited number of audio visual productions (“Videos”) provided that the production is no longer than five (5) minutes in length. In the event that the New Song itself is longer than five (5) minutes in length, the Video duration must not exceed the duration of the New Song. 5.1.3.Videos featuring the New Song may be broadcast on any television network worldwide and/or uploaded to the internet for digital streaming and/or free download by the public via digital platforms including but not limited to on YouTube and/or Vevo. Licensor grants no other synchronisation rights to Licensee. 5.1.4.Licensee may make the New Song available for sale in physical and/or digital formats and may sell Unlimited downloads/physical music products, or otherwise monetise audio streams, and video streams on an unlimited basis. The New Song may also be distributed via non-monetised video streams and may offer Unlimited free video downloads subject to the limitations on video synchronisation set out in the agreement 5.1.5. For clarity and avoidance of doubt, the Licensee does NOT have the right to sell, unlawfully copy, stream, duplicate, lend, rent, hire, broadcast, the OIR in the form that it was delivered to Licensee, nor the right to upload or download the OIR to any database, servers, computers, peer to peer sharing, or other file-sharing services, or posting on a web-site unless incorporated into the New Song. 5.1.6.Licensee may send the OIR file to any individual musician, engineer, studio manager or other person working with or on behalf of Licensee on the New Song. Page 2 of 7 5.1.7.For its rights under this provision to vest the Licensee must create a New Song (or substantively different instrumental as determined at the sole discretion of the Licensor). 5.1.8.The Licensee shall not have the right to license or sublicense any use of the Instrumental or of the New Song, in whole or in part, for any so-called “samples”. 5.1.9.In order to remove the risk and inconvenience of non-exclusive Licensees being ‘served’ copyright infringement claims and take-down notices by other non-exclusive licensees, Licensee is expressly prohibited from registering the OIR and/or New Song with any content identification system, such as YouTube Content ID, or any service provider, music distributor, record label or digital aggregator (e.g. TuneCore or CDBaby, or any other provider of user-generated content identification services). Licensor has tagged the OIR for Content Identification (as that term is used in the music industry) to protect all interested parties in the New Song. Failure by Licensee to adhere to this condition, will constitute a breach of this Agreement and all Rights granted in relation to the OIR and / or New Song may be revoked by Licensor without notice or compensation to you. 5.2. Any sale of the Instrumental in its original form by Licensee shall be a material breach of this Agreement and the Licensee shall be liable to the Licensor for damages as provided hereunder. 5.3. As applicable to both the underlying composition in the Instrumental and to the master recording of the Instrumental: 5.3.1.(i) The parties acknowledge and agree that the New Song is a “derivative work”, as that term is used in the United States Copyright Act; 5.3.2.(ii) As applicable to the Instrumental and/or the New Song, there is no intention by the parties to create a joint work; and 5.3.3.(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. Ownership 6.1. Licensor is and shall remain the sole owner and holder of all rights, title, and interest in the OIR, including all copyrights in the sound recording and the underlying musical composition 6.2. Nothing in this Agreement shall constitute an assignment by Licensor to Licensee of any of the foregoing rights. 6.3. Licensee may not, under any circumstances, register or attempt to register the New Song and/or the OIR with the U.S. Copyright Office. The aforementioned right to register the New Song and/or the Instrumental shall be the sole right of the Licensor. 6.4. Licensee will, upon request, execute, acknowledge and deliver to Producer such additional documents as Producer may deem necessary to evidence and effectuate Producer’s rights hereunder, and Licensee hereby grants to Producer 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 Producer. 6.5. For the avoidance of doubt, under this Agreement you do not own the master recording rights in the New Song. You have been licensed the right to use the Instrumental in the New Song and to commercially exploit the New Song based on the terms and conditions of this Agreement. 6.6. Notwithstanding the above, you do own the lyrics or other original musical components of the New Song that were written or composed solely by you. Page 3 of 7 6.7. Subject to the Licensee’s compliance with the terms and conditions of this Agreement, Licensee shall not be required to account or pay to Producer any royalties, fees, or monies paid to or collected by the Licensee (expressly excluding mechanical royalties), or which would otherwise be payable to Producer in connection with the use/exploitation of the New Song as set forth in this Agreement. 6.8. Licensee acknowledges and agrees that any and all rights granted to Licensee in the Instrumental pursuant to this Agreement are on a NON-EXCLUSIVE basis and Producer has the right to license the OIR upon the same or similar terms and conditions as this Agreement to other 1non-exclusive licensees. 7. Publishing: 7.1. The rights to the underlying composition embodied in the New Song, will be co-owned by the Licensee, and the Producer and Licensee agrees to the respective shares of such rights the following basis: 7.1.1.Licensee, owns 50% of the writers share. 7.1.2.Licensor, owns 50% of the writers share. 7.1.3.Producer shall own, control, and administer One Hundred Percent (100%) of the so-called “Publisher’s Share” of the underlying composition. 7.2. In the event that Licensee wishes to register his/her interests and rights to the underlying composition of the New Song with their Performing Rights Organisation (“PRO”), Licensee must simultaneously identify and register the Producer’s share and ownership interest in the composition in line with these agreed shares and with the correct Producer details: Thomas Ian Bailey: (CAE/IPI): 726353444 7.3. 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. 8. Mechanical License: 8.1. If any selection or musical composition, or any portion thereof, recorded in the New Song hereunder is written or composed by Producer, in whole or in part, alone or in collaboration with others, or is owned or controlled, in whole or in part, directly or indirectly, by Producer or any person, firm, or corporation in which Producer has a direct or indirect interest, then such selection and/or musical composition shall be hereinafter referred to as a “Controlled Composition”. 8.2. Producer hereby agrees to issue or cause to be issued, as applicable, to Licensee, mechanical licenses in respect of each Controlled Composition, which are embodied on the New Song. In return for that license, in the United States and Canada , Licensee will pay mechanical royalties on sales in those territories at one hundred percent (100%) of the minimum statutory rate, subject to no cap of that rate for albums and/or EPs. For a license outside the United States and Canada, the mechanical royalty rate will be the rate prevailing on an industry-wide basis in the country concerned on the date that this agreement has been entered into. 9. Credit. 9.1. Licensee shall have the right to use and permit others to use Licensor’s approved name, approved likeness, and other approved identification and approved biographical material concerning the Licensor solely for purposes of trade and otherwise without restriction solely in connection with the New Song recorded hereunder. 9.2. Licensee shall use best efforts to ensure Licensor is credited as a “Producer, Writer” and shall give Licensor appropriate production and songwriting credit on compact discs, record, music video, and digital labels or any other record configuration manufactured which is now known or created in the future that embodies the New Song created hereunder and on all cover liner Page 4 of 7 notes, any records containing the New Song and on the front and/or back cover of any album listing the New Song and other musician credits. The licensee shall check all proofs for the accuracy of credits, and shall use its best efforts to cure any mistakes regarding Licensor credit. In the event of any failure by Licensee to issue the credit to Licensor, Licensee must use reasonable efforts to correct any such failure immediately and on a prospective basis. Such credits shall be in the substantial form: “Produced By Tom Bailey Music”. “Written By Tom Bailey Music”. 10. Warranties, Representations, and Indemnification: 10.1.Licensee hereby agrees that Licensor has not made any guarantees or promises that the OIR is suitable for any particular creative use or purpose intended or desired by the Licensee. The OIR, its sound recording, and the underlying musical composition embodied therein are licensed to the Licensee “as is” without warranties of any kind regarding suitability of fitness for a particular purpose. 10.2.Producer warrants and represents that he has the full right and ability to enter into this agreement, and is not under any disability, restriction, or prohibition with respect to the grant of rights hereunder. Producer warrants that the manufacture, sale, distribution, or other exploitation of the New Song hereunder will not infringe upon or violate any common law or statutory right of any person, firm, or corporation; including, without limitation, contractual rights, copyrights, and right(s) of privacy and publicity and will not constitute libel and/or slander. 10.3.Licensee warrants that the manufacture, sale, distribution, or other exploitation of the New Song hereunder will not infringe upon or violate any common law or statutory right of any person, firm, or corporation; including, without limitation, contractual rights, copyrights, and right(s) of privacy and publicity and will not constitute libel and/or slander. The foregoing notwithstanding, 10.4.Producer undertakes no responsibility whatsoever as to any elements added to the New Song by Licensee, and Licensee indemnifies and holds Producer harmless for any such elements. 10.5.Producer warrants that he did not “sample” (as that term is commonly understood in the recording industry) any copyrighted material or sound recordings belonging to any other person, firm, or corporation (hereinafter referred to as “Owner”) without first having notified Licensee. The licensee shall have no obligation to approve the use of any sample thereof; however, if approved, any payment in connection therewith, including any associated legal clearance costs, shall be borne by Licensee. Knowledge by Licensee that “samples” were used by Producer which was not affirmatively disclosed by Producer to Licensee shall shift, in whole or in part, the liability for infringement or violation of the rights of any third party arising from the use of any such “sample” from Producer to Licensee. 10.6.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 legal expenses), 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 defence 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. 11. Miscellaneous Page 5 of 7 11.1.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. 11.2.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. 11.3.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. 11.4.This agreement shall be governed by and interpreted in accordance with the laws of England and Wales applicable to agreements entered into and wholly performed in said State, without regard to any conflict of laws principles. 11.5.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 London, United Kingdom. 11.6.You shall not be entitled to any monies in connection with the exploitation of the Master( Recording copyrights other than as specifically set forth herein. 11.7.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 herein-above 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. 11.8.YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THIS AGREEMENT AND HAVE BEEN ADVISED BY US OF THE SIGNIFICANT IMPORTANCE OF RETAINING A QUALIFIED LEGAL ADVISOR OF YOUR CHOICE TO REVIEW THIS AGREEMENT ON YOUR BEHALF. 11.9.YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE HAD THE UNRESTRICTED OPPORTUNITY TO BE REPRESENTED BY AN INDEPENDENT LEGAL ADVISOR. 11.10. IN THE EVENT OF YOUR FAILURE TO OBTAIN INDEPENDENT LEGAL ADVICE 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. 11.11.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, a signed copy of this agreement transmitted by facsimile or scanned into an image file and transmitted via email shall, for all purposes, be treated as if it was delivered containing an original manual signature of the party whose signature appears thereon and shall be binding upon such party as though an originally signed document had been delivered. Notwithstanding the foregoing, in the event that you do not sign this Agreement, your acknowledgment that you have reviewed the terms and conditions of this Agreement and your payment of the License Fee shall serve as your signature and acceptance of the terms and conditions of this Agreement. Page 6 of 7 YouTube Claim Release Code: If Lessee receives a copyright claim from EXMGE on YouTube Lessee can dispute the claim with this unique code: EXMGEAUTH205513 the claim will be dropped as soon as possible. Producer/Composer (Lessor) Information: Legal Name (Print): Tom Bailey Phone Number: +447719169412 Email: [email protected] Address: Studio 15793, PO Box 6945, London, W1A 6US Signature:_____________________ Date: 01/03/2022 Artist (Lessee) Information: Artist & Song Name:____________________________ Legal Name (Print): ____________________________________________ Phone Number: ______________________________________________ Email:______________________________________________________ Address:____________________________________________________ Signature:_____________________ Date: _________________ more