Appendix

Appendix
1. Tokenized Music License V0.5

Appendix

Tokenized Music License V0.5

[[Musician Logo]]

This Tokenized Music License Agreement (“Agreement”) is entered between [[Rightsholder Name]] (“Licensor”), [[Licensor Ethereum Address]] and [[User Name]] (“Licensee”), [[Licensee Ethereum Address]] as of [[Signing Date]]

Purpose and Background

[[Rightsholder Name]] is a rightsholder in the [[musicalwork]], which is a musical composition sound recording, and intends to offer and execute mechanical, synchornization, performance, and other licenses via Web3 Technologies.

[[Rightsholder Name]] is a rightsholder in the [[musicalwork]] and intends to license the [[musicalwork]] to [[User Name]].

[[User Name]] intends to accept licenses that are partially or fully executed with Web3 Technologies.

[[Rightsholder Name]] and [[User Name]] both beleive that usage of Web3 technologies will smooth the contractual performance of both parties and lead to increased efficiencies in the licensing process that make up for any risks invovled with Web3 Technologies.

Now Therefore, in consideration of the terms set forth in this Agreement and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

Definitions

Web3 Technologies means technologies utilized for Web 3.0 such as blockchain, smart contracts, distributed data storage, data oracles, linked data, the semantic web, Ricardian contracts, and other similar and purpose-oriented technologies.
Down Payment means the first payment made in conjunction with the execution of this Agreement.
Morally Rephrensible Content means any harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive (e.g., material that promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual) or otherwise objectionable material of any kind or nature or which is harmful to minors in any way, or similar content.
51% attack means an attack on a blockchain P2P network where one party has fifty-one percent or greater control of the hash rate of a blockchain P2P network, such that said party may double spend cryptocurrency and/or tokens or conduct other fradulent acts under the color of the majority.
Cryptographic Signature means an electronic signature that is executed through the use of cryptography
DAI stablecoin means Dai, an algorithmic stablecoin developed by MakerDAO that is pegged to the US Dollar
Network Congestion means when a blockchain network is flooded with more transactions than usual such that the Network Fee price is higher than the average Network Fee price.
Network Fee means any fees associated with storing transactions on a blockchain such as miner fees, Ethereum Virtual Machine operations fees, and other similar fees.
Non-fungible Token means a token that is created in accordance with the Ethereum Resolution for Comments 721 (ERC-721) standard.
DApp means software applications that run on peer-to-peer (P2P) computer networks, including blockchain P2P networks.
Fungible Token means a token that is created in accordance with the Ethereum Resolution for Comments 20 (ERC-20) standard.
Blockchain means an append-only database that is secured by a peer-to-peer (p2p) network of computers, regardless of whether the blockchain is public or private.
Blockchain Platform means a protocol or DApp that interacts with the Blockchain at the application layer.
Smart Contract means executable code stored on a blockchain to facilitate agreements among two or more parties that will automatically execute based on a set of predefined conditions

-** Token Transfer** means a transfer of Non-fungible Tokens or Fungible Tokens, as they exist now and hereafter, between the parties.

Kleros Escrow means the escrow service provided by Cooperative Kleros.
Kleros Court means the alternative dispute resolution protocol and platform provided by Cooperative Kleros.
Ethereum means the Ethereum Blockchain, Ethereum Virtual Machine (EVM), and Ethereum peer-to-peer (P2P) networks
Crypto51 means the crypto51.app website, PoW 51% Attack Cost table, and the accompanying documentation to calculate the PoW 51% Attack Cost.
**Ether (ETH) **means the native cryptocurrency on the Ethereum Blockchain
Rinkeby Network means the Rinkeby network, a test peer-to-peer (P2P) network on the Ethereum blockchain
Main Network means the Main network (mainnet), the main peer-to-peer (P2P) network on the Ethereum blockchain.

Rights Granted

(a) Grant
- (i) [[Rightsholder Name]] grants to [[User Name]] the following licenses, subject to the limiations contained in Section 3.b:
  - (1) a worldwide, non-exclusive license to:
    - a) make or cause to make copies or re-recordings of [[musicalwork]] in any medium including but not limited to vinyl, CD-ROMs, and print;
    - b) to perform or cause to perform [[musicalwork]] accompanied by or in synchronization with visual images;
    - c) perform publicly or cause to perform pubicly [[musicalwork]];
    - d) mix, adapt, transform, or make a derivative of [[musicalwork]]; and
    - e) perform [[musicalwork]] by means of digital audio transmission.
- (ii) [[Rightsholder Name]], pursuant to the Grant under this license, shall issue a Non-fungible Token (NFT) to [[Rightsholder Name]], to memorialize [[Rightsholder Name]]’s copyright on the Ethereum Blockchain, pursuant to , a Smart Contract on the Ethereum Rinkeby network embedded in this Agreement, to [[Rightsholder Name]], and , a Fungible Token to memorialize [[User Name]] license grant in [[musicalwork]], on the Ethereum Blockchain.
- (iii) [[Rightsholder Name]], pursuant to the Grant under this license, shall issue a Fungible Token to [[User Name]], to memorialize [[User Name]] license grant in [[musicalwork]], on the Ethereum Blockchain, pursuant to , a Smart Contract on the Ethereum Rinkeby network embedded in this Agreement.
  [[Rights Tokenization]]

MCR

This Token represents the Licensor’s copyright in the musical work. All ERC-20 Tokens issued to Licensee are made pursuant to this Token. 58e63f03944644b884c8722679ea3e6b182af6c7

Tokenholder: [[Licensee Ethereum Address]]

[[License Tokenization]]

[[Token Name]]

MCL

100 This Token represents the Licensee’s Agreement with the Licensor regarding the musical work. This ERC-20 Token(s) is issued pursuant to this Agreement and NFT. If at anytime these tokens are transferred, this Agreement will automatically terminate. 58e63f03944644b884c8722679ea3e6b182af6c7 Should be a non-markup version of the license

b) Limitations
- (i) All rights not expressly granted herein, including but not limited to rights in future media and technology, are hereby reserved to the [[Rightsholder Name]].
- (ii) [[User Name]] shall embed the [[musicalwork]] only in mediums where end users are unable to extract the [[musicalwork]] and/or end users cannot use the [[musicalwork]] in any shape or form without the medium.
- (iii) [[User Name]] shall only use [[musicalwork]] in a format that preserves the metadata of [[musicalwork]], such as dotBlockchain’s “.bc” file format.
- (iv) [[User Name]] shall not claim any ownership interest in the [[musicalwork]].
- (v) [[User Name]] shall not make or cause to make copies of the [[musicalwork]] except as authorized under this Agreement.
- (vi) [[User Name]] shall not use [[musicalwork]] in association with any Morally Rephrensible Content.
- (vii) [[User Name]] shall not upload or store [[musicalwork]] on a blockchain or DApp that has a peer-to-peer network whose one hour cost of a 51% Attack is less than $10.000.00, as determined by Crypto51.
- (viii) [[User Name]] shall not assign, transfer, or sublicense any license, fully or partially, under this Agreement via the transfer of (s) to a third party that would violate this Agreement or the laws, regulations, or rules of [[User Name]]’s jurisdiction or the third party’s jurisdiction.
- (ix) [[User Name]] shall only assign, transfer, or sublicense any license, fully or partially, under this Agreement via the transfer of (s) to a third party.
- (x) [[User Name]] shall not use the [[musicalwork]] in any manner that violates the copyright laws, regulations or rules of their jurisdiction.
- (xi) [[Rightsholder Name]] shall send [[User Name]] notice of any transfer of at least [[NFTtsfr]] before transferring to any third party.

Storage

(a) A copy of this Agreement will be processed and stored on the Ethereum Blockchain on either the main network or one of the test networks.

Blockchain Platforms

(a) [[User Name]] may reference this Agreement on any Blockchain Platform, which may be accomplished via a DApp, subject to the terms of this Agreement.

Waiver of Moral Rights
- (a) [[Rightsholder Name]] irrevocably waives all moral rights with respect to the use of [[musicalwork]] pursuant to this Agreement unless doing so would be inconsistent with the laws, regulations and rules of the jurisdiction where the copyright in the [[musicalwork]] was created.

(b) If this waiver is not permitted by applicable law, [[Rightsholder Name]] hereby agrees not to enforce such moral rights against [[User Name]] and its permitted successors, licensees, transferees, and assigns.

Royalties

In consideration of the licenses granted herein, [[User Name]] agrees to pay [[Rightsholder]] the Down Payment and all applicable license fees as set forth in this Agreement.

(a) Down Payment
- (i) [[User Name]] shall make a non-refundable, Down Payment of 100 DAI (~$100.00) to [[Rightsholder Name]] as of the [[Signing Date]] of this Agreement, pursuant to , a Smart Contract on the Ethereum Main Network embedded in this Agreement.
(b) Future Royalties

[[End Date]]

Future Date: [[Future Date]]

(i) [[User Name]] shall pay a recurring license fee of [[Recurfee]] Ether (ETH) to [[Rightsholder Name]] every [[Recurtime]], from the [[Signing Date]] to the Future Date: [[Future Date]], pursuant to , a Smart Contract on the Ethereum Main Network embedded in this Agreement.
c) Escrow
- (i) [[User Name]] shall deposit $[[Escrowamount]].00 worth of Ether with the Kleros Escrow service, in case of a dispute arising between the parties, and explicitly referencing that escrow is sought after pursuant to this Agreement for the benefit of [[Rightsholder Name]].

(d) Delinquency (i) In the event [[User Name]] shall be delinquent on any payment of licensee fees due to [[Rightsholder Name]] by [[Delinquencytime]], [[Rightsholder]] may elect to liquidate [[Escrowamount]] by notifying [[User Name]] of the failure of payment, and contacting Kleros Escrow service about electing to liquidate the [[Escrowamount]].

Reporting

a) [[User Name]] shall include an acknowledgement of this Agreement in each and every use of [[musicalwork]] under this Agreement.
b) [[User Name]] shall furnish reports to Licensor upon entering into this Agreement and on or before January 31st of each succeeding year, on forms supplied free of charge by SOCIETY
c) [[User Name]] shall furnish reports to Licensor on or before December 31st of each year, that shall describe in detail the following particulars:
- (i) each and every use of [[musicalwork]];
- (ii) each location or venue where [[musicalwork]] was used;
- (iii) each and every platform where [[musicalwork]] was uploaded or stored; and
- (iv) the number of plays [[User Name]] has recevied for any and all uses of [[musicalwork]].
(d) [[Rightsholder Name]] shall have the right to examine [[User Name]]’s books and records to such extent as may be necessary to verify the reports required by this Agreement.

Term

[[LengthDate]]

Term Date: [[TermDate]]

(a) The term of this agreement shall be for Term Date: [[TermDate]], and shall be renewed every Term Date: [[TermDate]], subject to [[Rightsholder Name]] sole approval.

Termination
- (a) Upon any breach or default by [[User Name]] of any term or condition herein, [[Rightsholder Name]] may terminate this Agreement by giving [[User Name]] written notice to cure such breach or default in [[GracePeriod]], and in the event that such breach or default has not been cured within the [[GracePeriod]], this Agreement shall terminate upon the expiration of the [[GracePeriod]] without further notice or action from [[Rightsholder Name]].

(b) [[User Name]] may terminate this Agreement by sending notice to [[Rightsholder Name]] one week before terminating this Agreement if, at any time on or after the [[Signing Date]], [[User Name]] becomes aware of any reason why entering into this Agreement was violative of any applicable laws, rules, regulations or third party agreements. In such notice, [[User Name]] must particularly describe the reasons why [[User Name]] entering into this Agreement was violative of any applicable laws, rules, regulations or third party agreements, with such reasons being confirmed or determined by a competent attorney in [[User Name]]’s jurisdiction.

Notices

(a) The parties shall send all notices required under this Agreement through the use of electronic transmission via messaging DApps on the Ethereum blockchain, with [[Rightsholder Name]] identified by [[Licensor Ethereum Address]], and [[User Name]] identified by [[Licensee Ethereum Address]]. The following non-exclusive messenger DApps may be utilized for notifications:
- (i) Status Messenger.
(b) Notwithstanding (a), [[Rightsholder Name]] and [[User Name]] may send notices via email at the following email addresses:
- (i) [[Rightsholder Name]] email: ; and
- (ii) [[User Name]] email: .

Representations and Warranties

(a) [[Rightsholder Name]] represents and warrants that:
- (i) [[Rightsholder Name]] owns and controls the rights granted herein in the [[musicalwork]];
- (ii) [[Rightsholder Name]] owns and controls the [[Licensor Ethereum Address]];
- (iii) [[Rightsholder Name]] is either the author of, or a rightsholder in, the [[musicalwork]];
- (iv) [[Rightsholder Name]] has the contractual capacity under their jurisdiction to enter into this Agreement.
(b) [[User Name]] represents and warrants that:
- (i) [[User Name]] solely owns and controls [[Licensee Ethereum Address]];
- (ii) [[User Name]] shall not interfere with [[Rightsholder Name]]’s relationships with other licensees regarding usage of the [[musicalwork]];
- (iii) [[User Name]] entering into this Agreement does not violate any agreement between [[User Name]] and a third party;
- (iv) [[User Name]] has the contractual capacity under their jurisdiction to enter into this Agreement;
- (v) [[User Name]] entering into this Agreement does not violate any applicable law, rules or regulations in [[User Name]]’s jurisdiction; and
- (vi) [[User Name]] is fully aware that the Smart Contracts embedded in this Agreement may or may not have been through a security audit.

Indemnification

(a) [[User Name]] agrees to indemnify, save and hold harmless, and to defend [[Rightsholder Name]] from and against all claims, demands and suits that are made or brought against [[Rightsholder Name]] with respect to [[User Name]]’s use of [[musicalwork]]. [[User Name]] and [[Rightsholder Name]] agree to give each other immediate notice of any such claim, demand or suit and agree to immediately deliver to each other all papers pertaining to it. [[Rightsholder Name]] shall have full charge of the defense of any such claim, demand or suit and [[User Name]] shall cooperate fully with [[Rightsholder Name]] in such defense. [[User Name]], however, shall have the right to engage counsel of its own, at its own expense, who may participate in the defense of any such action. [[Rightsholder Name]]’s liability under this Paragraph shall be strictly limited to the amount of license fees actually paid by [[User Name]] to [[Rightsholder Name]] under this Agreement for the calendar year in which the usage of [[musicalwork]], which are the subject of the claim, demand or suit occurred.

Miscellaeneous

a) Severability. If any term, clause or provision of these Terms is held unlawful, void or unenforceable, then that term, clause or provision will be severable from this Agreement and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of this Agreement.
b) Survivability. Any rights or obligations that, by their nature, should survive termination of this Agreement, shall survive termination of this Agreement.
c) Waiver. No Waiver of any of the provisions in this Agreement shall be effective unless set forth in writing and signed by the waiving party. No failure to exercise or delay in exercise of any right, remedy, privilege, or power under this Agreement shall be construed as a Waiver. Nor will any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
d) Entire Agreement. This Agreement, including and together with any related attachments, constitutes the entire agreement of the parties and supersedes all prior agreements and understandings, representations, and warranties between the parties relating to the subject matter contained herein.
e) Copyright Choice of Law. The copyrightable subject matter of this Agreement shall be interpreted and construed in accordance with the Berne Convention for the Protection of Literary and Artistic Works as amended in 1979, and any future amendments after the [[Signing date]].
f) Contract Choice of Law. The subject matter of this Agreement that may be classified as contract law shall be interpreted and construed in accordance with the laws of [[Rightsholder Name]]’s jurisidiction.
g) Smart Contract failure. [[User Name]] shall hold [[Rightsholder Name]] harmless for any and all malfunctions of the Smart Contracts embedded in this Agreement.
h) Network Fees. [[Rightsholder Name]] is not responsible, nor is required to reimburse [[User Name]] for any and all Network Fees that [[User Name]] incurs in signing and executing this Agreement.
i) Dispute Resolution. In the event of a dispute between the parties arising under this Agreement, the parties agree to arbitrate their dispute on Kleros Court. The parties agree that Kleros Court is an appropriate tribunal under Article 20 of the United Nations Commission On International Trade Law’s (UNCITRAL) Model Law on International Commercial Arbitration as adopted in 2006, and agree to abide by the Kleros Court rules and procedures under Article 19 of the UNCITRAL’s Model Law on International Commercial Arbitration as adopted in 2006. [[User Name]] is required to pay any and all fees, including deposit fees, that arise before, during, and after the dispute is arbitrated on Kleros Court.
j) Cryptographic Signature. The parties agree that a cryptographic signature satisfies the electronic signatures laws and regulations of their respective jurisdictions.
k) Follow-on intent. [[User Name]] agrees to execute and deliver any additional documents and instruments, and to perform any additional acts as may be necessary or appropriate to effectuate, carry out and perform all of the terms, provisions and conditions of this Agreement and the transactions contemplated thereto.
l) Amendment. [[Rightsholder Name]] may amend this Agreement from time to time by sending notice to [[User Name]] describing the amendment at least ten (10) days before the amendment shall take effect.
m) Force Majeure. Neither party shall be held liable for any delay or failure in performance of any part of this Agreement from any cause beyond its control and without its fault or negligence, such as Acts of God, changes to current laws and regulations, fires, explosions, floods, unusually severe weather conditions, inability to secure products or services of other persons or transportation facilities, or acts or omissions of transportation or telecommunications common carriers.
n) File format. [[Rightsholder Name]] shall contact Verifi Media and complete any steps necessary to transform [[musicalwork]] into a “.bc” file format. [[Rightsholder Name]] shall not deliver the [[musicalwork]] to [[User Name]] unless and until [[Rightsholder Name]] has a copy of the [[musicalwork]] registered with Verifi Media and in a “.bc” file format.

Signatures

[[Rightsholder Name]]

[[User Name]] ***

Exhibits

(a) Exhibit A
- (i) Metadata descirption of [[musicalwork]]
  - (1) This metadata description of [[musicalwork]] complies with one of the following digital music supply chain standards:
    - (a) a) International Standward Work Code (ISWC) if [[musicalwork]] is a composition; or
    - (b) b) International Standard Recording Code (ISRC) if [[musicalwork]] is a sound recording.

Appendix

Tokenized Music License V0.5

Table of Contents