ONE2 1TWO - Beats Licensing

1. Agreement

1.1 These ONE2 1TWO Beats Licensing Terms and Conditions along with the Submission Form (together the "Agreement") constitute a binding legal agreement between Klef Limited t/a ONE2 1TWO, (company number 12527508) ("ONE2 1TWO") and you ("You") and applies to all supply, delivery, use and exploitation of content (Beats) provided by you for use on the ONE2 1TWO app (Platform).

2. What is ONE2 1TWO?

2.1 ONE2 1TWO is a mobile music creation app and community for creators. It provides users with access to instrumental backing tracks (Beats) and vocal effects to make studio quality recordings and videos, known as ONE2 1TWO Battles. Users can collaborate with each other using the social features in the app. Beats that users have interacted with can then be shared onto social media sites like Instagram or Twitter, or in messaging apps.

3. Submission

3.1 Beats shall be submitted to the Platform by You via the Submission Form. Beats are 8 bars of music usually less than 10 seconds.

4. Licence

4.1 Beats shall be licensed for use by ONE2 1TWO in accordance with this Agreement.

5. Effective Date

5.1 This Agreement shall run from the date on which the Beats are received by ONE2 1TWO, and any restrictions on usage of the Beats must be notified to ONE2 1TWO at the time of submission.

6. Rights

6.1 In consideration of the payment of £1, (receipt and sufficiency of which You acknowledges), You hereby irrevocably and unconditionally grant ONE2 1TWO a non-exclusive royalty-free, transferable, sub-licensable licence to use, reproduce, exhibit, publicly perform, read-and write-over, distribute, adapt, modify, communicate to the public and otherwise exploit and monetise the Beats (including the right to sub-license and assign such rights) including in connection with sponsored content or in a commercial context, during the Licence Term in the Territory without any further payment to You on the Platform and in all media whatsoever, including all media now known or hereafter invented, whether or not in the contemplation of the Parties, in relation to the Platform or otherwise, without any compensation to you.

6.2 The licence granted in clause 5.1 above also includes ONE2 1TWO' right to use Your name, company name, trade marks, service marks, trade names, logos, and personal and commercial images that You may provide to ONE2 1TWO at any time during the Licence Term.

6.3 ONE2 1TWO does not assert any ownership rights in the Beats. Beats are solely provided to us under licence by You, and You hereby grant ONE2 1TWO the right to display and to offer and sub-license that Beat to ONE2 1TWO users and You hereby grant those users the right to write and record over Your Beat, and to use, adapt, modify, perform, create derivative works of, reproduce and distribute the content that emerges to then be hosted and played on the Platform, or shared to a third party site like Instagram or Twitter, or in messaging apps.

6.4 To the fullest extent permitted by law, you also hereby waive any moral rights, and any rights to privacy, publicity or other rights of a similar nature in your Beats.

7. Restrictions

7.1 You hereby agree that during the Licence Term, You shall not license and/or grant rights in and to the Beats to any other companies without first seeking permission of ONE2 1TWO.

8. Adaptation and Alteration

8.1 ONE2 1TWO shall have the right to edit, delete, alter, translate, dub, subtitle, cut, create derivative works from and modify the Beats (including parts of the Beats), as well as the right to combine, aggregate or link the Beats with other material and to incorporate the Beats (and parts of the Beats) into any advertising or promotional material relating to the Platform.

9. Credits

9.1 ONE2 1TWO shall use reasonable endeavours to accord You a credit as creator of the Beats. However, failure to accord You a credit shall not constitute a breach of this Agreement by ONE2 1TWO.

10. Infringements

10.1 We do not monitor the Platform for copyright infringements or other infringements of third party rights. If you would like to notify us of any potential infringement of your rights, please

11. Warranties

11.1 Each party represents and warrants that it has all requisite power and authority to execute and deliver this Agreement. You represent, warrant and undertake that:

11.2 You represent, warrant and undertake that:

11.2.1 the Beats are Your own original work and You are the exclusive owner of all rights granted under this Agreement and/or are authorised to grant such rights for the benefit of ONE2 1TWO;

11.2.2 the use and exploitation of the Beats by ONE2 1TWO on the Platform or otherwise in accordance with the terms of this Agreement shall not infringe or breach the rights of any third party;

11.2.3 the Beats have not been previously published on their own or used within any other material;

11.2.4 the Beats do not contain material that violates any laws, regulation or statute;

11.2.5 the Beats are not defamatory, libellous, unlawfully threatening or unlawfully harassing;

11.2.6 You have not been notified of any actual or threatened dispute or litigation in connection with the Beats;

11.2.7 subject to section 10.4 below, You shall obtain, pay for, clear and be responsible for maintaining any clearances and/or consents in relation to the Beats and for paying any and all necessary use fees, residuals and/or royalties to such third parties (including, without limitation, to the proprietor of the copyright in the underlying musical and literary works contained in the Beats);

11.2.8 ONE2 1TWO has the right, but not the obligation, to use and exploit the Beats on the Platform.

11.3 To the extent any such rights may be implicated, if at all, You shall not be responsible for clearing and making payment of any royalties payable to collecting societies in respect of the communication to the public or performing rights (as applicable depending on the country of exploitation) of any musical compositions and lyrics in the Beats.

12. Indemnity

12.1 You shall indemnify ONE2 1TWO, and keep ONE2 1TWO and its affiliates and their respective officers, directors and employees fully and effectively indemnified, from and against any and all damages, losses, liabilities, claims, obligations, costs and expenses (including reasonable legal fees) arising from or in connection with any alleged or actual breach by You of its representations and warranties contained in this Agreement.

12.2 You shall notify ONE2 1TWO immediately upon hearing of any such claim and shall co-operate fully and reasonably as required by ONE2 1TWO in defence of any claim.

13. Liability

13.1 ONE2 1TWO excludes all liability to the fullest extent permissible by law, however nothing in this Agreement shall limit either party’s liability for death or personal injury caused by that party’s negligence, or for fraud or fraudulent misrepresentation. ONE2 1TWO shall have no liability to You for any damage suffered to You through ONE2 1TWO' use or exploitation of the Beats, or for breach of any of its obligations under this Agreement.

14. Notices

14.1 The parties shall provide all notices in writing via email. Notices to You will be sent to directly through the Platform and/or via any details you provide to us at registration, and notices to ONE2 1TWO should be sent

15. Termination

15.1 ONE2 1TWO may terminate this Agreement and restrict your access to the Platform at any time on no less than seven (7) days’ prior notice to You.

15.2 ONE2 1TWO may terminate this Agreement and restrict Your access to the Platform if you breach this Agreement or the provisions of the App T&CS or Privacy Policy.

16. No Rescission

16.1 The grant of rights under this Agreement shall be irrevocable and shall not be subject to reversion, rescission, termination or injunction or any other equitable relief. Your available remedies in the circumstances of any breach or repudiation of this Agreement by ONE2 1TWO or any third party shall be limited to Your rights to recover damages actually suffered in an action at law. In no circumstances shall You be entitled to injunct, interfere with, inhibit, enjoin or restrain the development, production, distribution, exhibition, or other exploitation of any of the rights granted or the Beats.

17. Confidentiality

17.1 ONE2 1TWO and You each represent and warrant that we shall not disclose to any third party any information relating to this Agreement or confidential information learnt about the other party as a result of this Agreement, except: (a) to the extent necessary to comply with any applicable law or the valid order of a court of competent jurisdiction; (b) as part of its normal reporting or reviewing procedure to its parent company, its auditors or its attorneys, or (c) information which is already in the public domain or with prior mutual agreement of the parties.

18. Data Protection

18.1 Both parties shall, during the Term of this Agreement, comply with any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation and the General Data Protection Regulation ((EU) 2016/679) as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018, the Privacy and Electronic Communications Regulations 2003, and any other UK legislation relating to privacy.

19. General

19.1 No waiver or variation by either party shall be deemed to have been made unless in writing. The failure of a party to enforce any term of this Agreement shall not be deemed to serve as a waiver of those rights and/or an acceptance of any variation. This Agreement constitutes the entire agreement and understanding between the parties with respect to its subject matter and supersedes all prior oral or written negotiations, proposals, deal memos and agreements. No change, modification, amendment or waiver of any provision of this Agreement shall be binding upon either party unless agreed in writing specifically identified as an amendment hereto and duly executed by both parties. The parties expressly acknowledge and agree that their relationship is not one of partnership, employment, joint venture, principal-agent or any other legal identity, and that ONE2 1TWO has no obligation to find or offer employment to You. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or rely upon any term of this Agreement.

20. Jurisdiction

20.1 This Agreement and any non-contractual obligations or liabilities arising from or in connection with it shall be governed by and construed in accordance with the English law. All disputes arising from or in connection with this Agreement shall be referred to the English courts.