IQ.33 Media Group Sync & Licensing

Licensor: IQ.33 Media Group & Records / Nicholas Vitale (CEO)

Address: San Francisco, CA 94108

Email: nvmusicclub@gmail.com

(Hereinafter referred to as "Licensor")

Licensee:

Address:

Email:

(Hereinafter referred to as "Licensee")

WHEREAS, Licensor owns the entire intellectual property, master recordings, and publishing rights to the musical compositions and audio files specified below (the "Work");

WHEREAS, Licensee desires to obtain a non-exclusive license to use the Work pursuant to the terms and conditions set forth in this Agreement.

The Parties hereby agree as follows:

1. The Work & Scope

• Details of the Work: [Insert Song Title / Instrumental] [ WAV File name]

• Permitted Use: Non-exclusive synchronization rights for use in independent media, including indie films, documentaries, audiobooks, podcasts, YouTube videos, Instagram/TikTok reels, and web broadcasts.

• Format: The Work must be embedded into the Licensee's production such that the end-user cannot extract the raw audio file as a standalone item.

2. Ownership & Guarantee

• The Licensor warrants that they own 100% of the master and publishing rights to the Work and have full legal authority to grant this license.

• Licensor retains all underlying ownership rights. Nothing in this Agreement constitutes a transfer of copyright or master ownership.

3. Grant of License (Non-Exclusive)

• The Licensor grants to the Licensee a non-exclusive, non-transferable, worldwide, perpetual license to use the Work strictly within the permitted uses outlined in Section 1.

• Because this license is non-exclusive, Licensor retains the full right to license the Work to other parties.

4. License Fee & Terms

• Fee: Licensee agrees to pay a one-time flat fee of $[9.98 / $99.98 / $8.88] upon the execution of this Agreement and download of the Work.

• This is a royalty-free sync license; no additional backend royalties or recurring fees are required for standard permitted uses.

5. General Terms & Restrictions

• No Resale: Licensee shall not resell, trade, or distribute the Work as a standalone music track or sound library.

• No Alterations: Licensee shall not radically alter, remix, or claim authorship/credit for the musical composition of the Work.

• Attribution: Where appropriate in production credits, Licensee shall credit: "Music provided courtesy of IQ.33 Media Group & Records."

6. Limitation of Liability & Indemnity

• The Work is provided "as is." Licensor's total liability under this Agreement shall not exceed the total license fee paid by the Licensee. Both parties agree to hold harmless and indemnify one another from any third-party claims arising from a breach of this contract.

7. Governing Law

• This Agreement shall be governed by, construed, and interpreted in accordance with the laws of the State of California, with exclusive jurisdiction residing in the courts located in San Francisco County, California.

Execution / Sign-Off Block (For PDF / Receipt)

LICENSOR:

IQ.33 Media Group & Records

By: Nicholas Vitale (CEO)

Date:

LICENSEE:

Name:

Signature:

Date: