Non-Exclusive License

This license agreement (the “Agreement”) is entered into as of _______, 2023 (the “Effective Date”) by and between Antbeatz (“Licensor”) with an address of __________, on the one hand, and ____________ (“Licensee”) with an address of ___________, on the other hand.

WHEREAS, Licensor owns one hundred percent (100%) of the master recording and underlying musical composition entitled “BEAT NAME” (collectively, the “Beat”);

WHEREAS, pursuant to the terms of this Agreement, Licensee desires to license the Beat from Licensor for use in and in connection with the creation of one (1) original sound recording (“New Recording”) and musical composition embodied in the New Recording (“New Composition”; the New Recording and New Composition are collectively referred to herein as the “New Work”).

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

1. Rights to Use the Beat.

Subject to the terms and conditions of this Agreement, Licensor grants to Licensee the exclusive, non-transferable right and license, but not obligation, to:

use and incorporate the Beat in the creation of the New Work, and to edit, rearrange or modify the Beat for purposes thereof.
use, reproduce, distribute, perform, synchronize, manufacture and otherwise exploit the Beat solely as embodied in the New Work as follows:
Licensee may: (A) reproduce and sell permanent downloads of the New Work, and (B) distribute and monetize a maximum of ten million (10,000,000) audio and/or audiovisual streams of the New Work (e.g., streams on Spotify, Apple Music, YouTube, SoundCloud, Pandora, etc.).
Licensee may reproduce and distribute free, promotional downloads and streams of the New Work.
Licensee may synchronize the New Work with a maximum of one (1) promotional music video, which may be exploited via any and all media, subject to paragraph 1(b)(i) above.
Licensee may permit performance of the New Work on an unlimited number of terrestrial or satellite radio stations.
Licensee may perform the New Work during an unlimited number of nonprofit, live performances and during for-profit, live performances.
Licensee may release the New Work in any format, i.e., as a single, as part of an album or mixtape or for free, promotional use.

2. Restrictions on Use.

In no event may Licensee sublicense or otherwise exploit any portion of the New Work which portion contains solely elements of the Beat, but rather shall refer such licensees to Licensor and no payment shall be due to Licensee therefor.
Licensee shall have the right to re-mix or re-edit the New Work, provided, however, that no such remix shall use the Beat in a manner which is substantially (i) more prominent, or (ii) longer in duration, or shall utilize any additional portions of the Beat beyond that contained on the New Work without the express prior written approval of same by Licensor. Subject to the immediately preceding sentence, all terms of this Agreement shall apply to all remixes/edits of the New Work, if any.
Except for the rights granted under paragraph 1(b)(iii) above, Licensee shall not synchronize or permit a third party to synchronize the New Work with any audiovisual content, including, without limitation, for use in connection with trailers, television programs, films, video games, or other content, without the express, written permission of Licensor in each instance.
Licensee shall not engage in any unlawful or fraudulent activity in connection with Licensee’s exploitation of the New Work, including, without limitation, engaging in socalled “fraudulent streaming” activity.
Licensee shall not license or permit the use of the New Work, as same embodies the Beat, for a so-called “sample” use.

3. Payment.

In consideration of the rights granted to Licensee herein by Licensor:

Licensee shall pay to Licensor a non-recoupable, non-refundable license fee of ($100.00) (“License Fee”) simultaneously with the execution, or other acceptance in accordance with paragraph 11(g) below, of this Agreement. The rights granted hereunder shall be of no force and effect until Licensor receives the License Fee hereunder.
In addition to the License Fee, Licensee shall account to Licensor for a royalty in the amount of (5.0%) of Licensee’s Gross Receipts (as defined below) (“Royalties”). As used herein, “Gross Receipts” shall mean all monies received by, and otherwise payable to, Licensee arising from any and all use and exploitation of the New Master. Statements as to the Royalties payable hereunder shall be sent by Licensee to Licensor on a calendar quarterly basis, within sixty (60) days after the close of each quarterly accounting period, together with payment of Royalties shown to be due by such statement. Licensor shall have the right at Licensor’s sole cost and expense to appoint a Certified Public Accountant (“CPA”) who is experienced in U.S. music industry audits to examine Licensee’s books and records solely to the extent they pertain to sales and exploitations of the New Master and subject hereto as to which Royalties are payable hereunder, provided that any such examination shall be for a reasonable duration, shall take place during normal business hours on no less than thirty (30) days’ prior written notice, and shall not occur more than once in any calendar year. Licensor may examine such books and records with respect to a particular statement only once and shall deliver a copy of the auditor’s report promptly after Licensor’s receipt of same. In the event such report shows an underpayment to Licensor, Licensee shall promptly pay the amount of such underpayment to Licensor.

4. Term.

The “Term” of this Agreement shall commence as of the Effective Date and shall continue for a period of (three years) thereafter.

5. Delivery.

Following receipt of the License Fee, Licensor shall deliver the Beat to Licensee in the form of a MP3 file.

6. Ownership.

As between Licensee and Licensor, the Beat and all copyrights and rights in and to such Beat (including all copyrights in and to the sound recording and the underlying composition comprising such Beat) shall remain the sole and exclusive property of Licensor. All rights not expressly granted to Licensee herein in the Beat are hereby reserved to Licensor.
Licensee acknowledges that the New Recording shall be deemed a “derivative work” (as such term is defined under the U.S. Copyright Act) of the Beat, and that while, as between Licensee and Licensor, the New Recording shall be the property of Licensee, Licensee’s use of the New Recording shall at all times be subject to the terms of this Agreement.
The New Composition shall be co-owned by Licensee and Licensor as follows: fifty percent (50%) of the New Composition shall be owned and controlled by Licensor and fifty percent (50%) of the New Composition shall be owned and control by Licensee. Licensee shall be responsible for any third party co-writer who co-wrote the New Composition with Licensee, if any, and shall indemnify and hold Licensor harmless from any claims by any such third party’s interest in the New Composition. Each party shall have the right to administer its share of the New Composition. Licensee shall register Licensor’s interest in the New Composition, on Licensor’s behalf, with Licensor’s designated collection society, and otherwise, to ensure that mechanical and performance royalties are collected throughout the world. Notwithstanding anything to the contrary contained herein, all limitations and restrictions on use applicable to the New Master shall equally apply to the New Composition.

7. Mechanical License.
With respect to phonorecords (as such term is defined in the U.S. Copyright Act) embodying the New Work, Licensee shall pay Licensor mechanical royalties with respect to Licensor’s percentage interest in the New Composition at a mechanical royalty rate for the US equal to the full minimum fixed statutory rate as of the date hereof in the U.S., respectively. For licenses outside of the U.S., the mechanical royalty rate shall be the prevailing rate, on an industry-wide basis, in the country concerned as of the date hereof.

8. Representations and Warranties; Indemnification; Disclaimer.

Licensee represents and warrants that: (i) Licensee has the right to enter into this Agreement and to make the commitments it makes herein, and (ii) the New Work (except for the the Beat) shall not infringe upon or violate the rights of any third party. Licensee shall indemnify and hold Licensor harmless of and from any and all third party costs and expenses (including but not limited to reasonable outside attorneys’ fees), losses, claims, liabilities or obligations arising out of any breach by Licensee of the representations, warranties, obligations and covenants made by Licensee herein, which has been reduced to a final adverse judgment in a court of competent jurisdiction or settled with Licensee’s express prior written consent.
Licensor represents and warrants that: (i) Licensor is either the owner of the Beat or the authorized agent with the right to license the Beat, (ii) Licensor has the right to enter into this Agreement and to grant the rights granted herein, (iii) Licensee shall not be required to make any payment of any nature for, or in connection with the acquisition, exercise or exploitation of the rights grant hereunder to Licensee, except as specifically provided herein, (iv) neither Licensor, nor any third party engaged by Licensor, has incorporated any other so-called “samples” into the Beat, unless Licensee is otherwise notified by Licensor; and (v) the Beat, as embodied in the New Work, shall not infringe upon or violate the rights of any third party, provided that Licensor shall not be responsible for other material incorporated into the New Work by Licensee (i.e., material contributed to the New Work by Licensee or another third party, other than the Beat). Licensor shall indemnify and hold Licensee harmless from and against any and all costs and expenses (including but not limited to reasonable outside attorney’s fees), losses, claims, liabilities or obligations arising out of any breach by Licensor of the representations and warranties made by Licensor herein, which has been reduced to a final adverse judgment in a court of competent jurisdiction or settled with Licensor’s express prior written consent.
EXCEPT AS OTHERWISE PROVIDED HEREIN, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING LOSS OF PROFITS OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY. NO WARRANTY OR TERM, EXPRESS OR IMPLIED, STATUORY OR OTHERWISE, AS TO THE CONDITION, QUALITY, DURABILITY, PERFORMANCE, MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE BEAT OR ANY ELEMENTS THEREOF IS GIVEN TO, OR SHOULD BE ASSUMED BY LICENSOR, AND ANY SUCH WARRANTIES AND TERMS ARE HEREBY EXCLUDED.

9. Credit.
Licensee shall accord Licensor credit on the New Work as “producer”, including, without limitation, on liner notes of records derived from the New Work and in all metadata for the New Work, including on all DSPs. Such credit shall be in the form of “produced by Antbeatz”. Licensee’s inadvertent, non-repetitive failure to comply with the foregoing shall not be deemed a material breach hereof. Upon written notice from Licensor that Licensor has not been accorded appropriate credit as set forth herein, Licensee shall use all reasonable efforts to have such failure promptly corrected on a prospective basis.

10. Termination.

In the event either party fails to perform its obligations or otherwise breaches the terms of this Agreement, such party shall have ten (10) days from its receipt of written notice from the non-breaching party to cure such alleged breach. In the event the breaching party fails to cure such alleged breach within the allotted ten (10) day period, the non-breaching party shall have the right to terminate this Agreement.
Licensee expressly acknowledges that in the event of a breach or threatened breach by Licensee of any term, condition or covenant hereof, Licensor will be caused immediate irreparable injury. Licensee expressly agrees that Licensor shall be entitled to seek injunctive and other equitable relief, as permitted by law, to prevent a breach or threatened breach of this Agreement, or any portion thereof, by Licensee which relief shall be in addition to any other rights or remedies, for damages or otherwise, available to Licensor.

11. Miscellaneous.

This Agreement contains the entire understanding of the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements, proposals or representations, written, oral or otherwise, concerning its subject matter. No change or termination of this Agreement shall be binding unless it is made by an instrument signed by an authorized officer of both parties hereto. A waiver by either party of any provision of this Agreement in any instance shall not be deemed a waiver of such provision, or any other provision hereof, as to any future instance or occurrence. The parties’ rights specified hereunder are cumulative and not exclusive of any other rights that may otherwise be provided hereunder, by law, equity, statute or otherwise.
This Agreement shall be deemed to have been made in the State of California and its validity, construction, breach, performance and operation shall be governed by the laws of the State of California applicable to agreements made in and to be performed in California. All claims, disputes or disagreements which may arise hereunder shall be submitted exclusively to the state and federal courts located in Fresno County, California.
Licensee shall not have the right to assign or otherwise transfer this Agreement to any other party or entity without the prior written consent of Licensor. Any attempted assignment in violation of this paragraph shall be null and void ab initio.
All notices hereunder shall be sent to the respective address set for above and shall be sent either by hand or by certified mail, overnight courier or by certified mail, return receipt requested.
The relationship between the parties hereunder will at all times be that of independent contractors, and nothing herein will be construed to create any partnership, joint venture, agency, employment or other similar relationship.
All headings contained in this Agreement are provided for ease of reference only and shall not be deemed to effect or otherwise limit the contents of this Agreement in any way whatsoever.
This Agreement may be executed simultaneously in any number of counterparts and/or with electronic, PDF, or other facsimile signatures, and each such counterpart shall be deemed to be an original instrument, but all such counterparts together shall constitute but one Agreement. In the event this Agreement is executed through a so-called “click through”, Licensee’s payment of the License Fee shall serve as Licensee’s signature and acceptance of the terms hereof.

Exclusive License

This license agreement (the “Agreement”) is entered into as of _______, 2023 (the “Effective Date”) by and between Antbeatz (“Licensor”) with an address of __________, on the one hand, and ____________ (“Licensee”) with an address of ___________, on the other hand.

WHEREAS, Licensor owns one hundred percent (100%) of the master recording and underlying musical composition entitled “BEAT NAME” (collectively, the “Beat”);

WHEREAS, pursuant to the terms of this Agreement, Licensee desires to license the Beat from Licensor for use in and in connection with the creation of one (1) original sound recording (“New Recording”) and musical composition embodied in the New Recording (“New Composition”; the New Recording and New Composition are collectively referred to herein as the “New Work”).

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

1. Rights to Use the Beat.

Subject to the terms and conditions of this Agreement, Licensor grants to Licensee the exclusive, non-transferable right and license, but not obligation, to:

use and incorporate the Beat in the creation of the New Work, and to edit, rearrange or modify the Beat for purposes thereof.
use, reproduce, distribute, perform, synchronize, manufacture and otherwise exploit the Beat solely as embodied in the New Work as follows:
Licensee may: (A) reproduce and sell permanent downloads of the New Work, and (B) distribute and monetize a maximum of one million (1,000,000) audio and/or audiovisual streams of the New Work (e.g., streams on Spotify, Apple Music, YouTube, SoundCloud, Pandora, etc.).
Licensee may reproduce and distribute free, promotional downloads and streams of the New Work.
Licensee may synchronize the New Work with a maximum of one (1) promotional music video, which may be exploited via any and all media, subject to paragraph 1(b)(i) above.
Licensee may permit performance of the New Work on an unlimited number of terrestrial or satellite radio stations.
Licensee may perform the New Work during an unlimited number of nonprofit, live performances and during for-profit, live performances.
Licensee may release the New Work in any format, i.e., as a single, as part of an album or mixtape or for free, promotional use.

2. Restrictions on Use.

In no event may Licensee sublicense or otherwise exploit any portion of the New Work which portion contains solely elements of the Beat, but rather shall refer such licensees to Licensor and no payment shall be due to Licensee therefor.
Licensee shall have the right to re-mix or re-edit the New Work, provided, however, that no such remix shall use the Beat in a manner which is substantially (i) more prominent, or (ii) longer in duration, or shall utilize any additional portions of the Beat beyond that contained on the New Work without the express prior written approval of same by Licensor. Subject to the immediately preceding sentence, all terms of this Agreement shall apply to all remixes/edits of the New Work, if any.
Except for the rights granted under paragraph 1(b)(iii) above, Licensee shall not synchronize or permit a third party to synchronize the New Work with any audiovisual content, including, without limitation, for use in connection with trailers, television programs, films, video games, or other content, without the express, written permission of Licensor in each instance.
Licensee shall not engage in any unlawful or fraudulent activity in connection with Licensee’s exploitation of the New Work, including, without limitation, engaging in socalled “fraudulent streaming” activity.
Licensee shall not license or permit the use of the New Work, as same embodies the Beat, for a so-called “sample” use.

3. Payment.

In consideration of the rights granted to Licensee herein by Licensor:

Licensee shall pay to Licensor a non-recoupable, non-refundable license fee of ($5,000.00) (“License Fee”) simultaneously with the execution, or other acceptance in accordance with paragraph 11(g) below, of this Agreement. The rights granted hereunder shall be of no force and effect until Licensor receives the License Fee hereunder.
In addition to the License Fee, Licensee shall account to Licensor for a royalty in the amount of (5.0%) of Licensee’s Gross Receipts (as defined below) (“Royalties”). As used herein, “Gross Receipts” shall mean all monies received by, and otherwise payable to, Licensee arising from any and all use and exploitation of the New Master. Statements as to the Royalties payable hereunder shall be sent by Licensee to Licensor on a calendar quarterly basis, within sixty (60) days after the close of each quarterly accounting period, together with payment of Royalties shown to be due by such statement. Licensor shall have the right at Licensor’s sole cost and expense to appoint a Certified Public Accountant (“CPA”) who is experienced in U.S. music industry audits to examine Licensee’s books and records solely to the extent they pertain to sales and exploitations of the New Master and subject hereto as to which Royalties are payable hereunder, provided that any such examination shall be for a reasonable duration, shall take place during normal business hours on no less than thirty (30) days’ prior written notice, and shall not occur more than once in any calendar year. Licensor may examine such books and records with respect to a particular statement only once and shall deliver a copy of the auditor’s report promptly after Licensor’s receipt of same. In the event such report shows an underpayment to Licensor, Licensee shall promptly pay the amount of such underpayment to Licensor.

4. Term.

The “Term” of this Agreement shall commence as of the Effective Date and shall continue for a period of (three years) thereafter.

5. Delivery.

Following receipt of the License Fee, Licensor shall deliver the Beat to Licensee in the form of a WAV file.

6. Ownership.

As between Licensee and Licensor, the Beat and all copyrights and rights in and to such Beat (including all copyrights in and to the sound recording and the underlying composition comprising such Beat) shall remain the sole and exclusive property of Licensor. All rights not expressly granted to Licensee herein in the Beat are hereby reserved to Licensor.
Licensee acknowledges that the New Recording shall be deemed a “derivative work” (as such term is defined under the U.S. Copyright Act) of the Beat, and that while, as between Licensee and Licensor, the New Recording shall be the property of Licensee, Licensee’s use of the New Recording shall at all times be subject to the terms of this Agreement.
The New Composition shall be co-owned by Licensee and Licensor as follows: fifty percent (50%) of the New Composition shall be owned and controlled by Licensor and fifty percent (50%) of the New Composition shall be owned and control by Licensee. Licensee shall be responsible for any third party co-writer who co-wrote the New Composition with Licensee, if any, and shall indemnify and hold Licensor harmless from any claims by any such third party’s interest in the New Composition. Each party shall have the right to administer its share of the New Composition. Licensee shall register Licensor’s interest in the New Composition, on Licensor’s behalf, with Licensor’s designated collection society, and otherwise, to ensure that mechanical and performance royalties are collected throughout the world. Notwithstanding anything to the contrary contained herein, all limitations and restrictions on use applicable to the New Master shall equally apply to the New Composition.

7. Mechanical License.
With respect to phonorecords (as such term is defined in the U.S. Copyright Act) embodying the New Work, Licensee shall pay Licensor mechanical royalties with respect to Licensor’s percentage interest in the New Composition at a mechanical royalty rate for the US equal to the full minimum fixed statutory rate as of the date hereof in the U.S., respectively. For licenses outside of the U.S., the mechanical royalty rate shall be the prevailing rate, on an industry-wide basis, in the country concerned as of the date hereof.

8. Representations and Warranties; Indemnification; Disclaimer.

Licensee represents and warrants that: (i) Licensee has the right to enter into this Agreement and to make the commitments it makes herein, and (ii) the New Work (except for the the Beat) shall not infringe upon or violate the rights of any third party. Licensee shall indemnify and hold Licensor harmless of and from any and all third party costs and expenses (including but not limited to reasonable outside attorneys’ fees), losses, claims, liabilities or obligations arising out of any breach by Licensee of the representations, warranties, obligations and covenants made by Licensee herein, which has been reduced to a final adverse judgment in a court of competent jurisdiction or settled with Licensee’s express prior written consent.
Licensor represents and warrants that: (i) Licensor is either the owner of the Beat or the authorized agent with the right to license the Beat, (ii) Licensor has the right to enter into this Agreement and to grant the rights granted herein, (iii) Licensee shall not be required to make any payment of any nature for, or in connection with the acquisition, exercise or exploitation of the rights grant hereunder to Licensee, except as specifically provided herein, (iv) neither Licensor, nor any third party engaged by Licensor, has incorporated any other so-called “samples” into the Beat, unless Licensee is otherwise notified by Licensor; and (v) the Beat, as embodied in the New Work, shall not infringe upon or violate the rights of any third party, provided that Licensor shall not be responsible for other material incorporated into the New Work by Licensee (i.e., material contributed to the New Work by Licensee or another third party, other than the Beat). Licensor shall indemnify and hold Licensee harmless from and against any and all costs and expenses (including but not limited to reasonable outside attorney’s fees), losses, claims, liabilities or obligations arising out of any breach by Licensor of the representations and warranties made by Licensor herein, which has been reduced to a final adverse judgment in a court of competent jurisdiction or settled with Licensor’s express prior written consent.
EXCEPT AS OTHERWISE PROVIDED HEREIN, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING LOSS OF PROFITS OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY. NO WARRANTY OR TERM, EXPRESS OR IMPLIED, STATUORY OR OTHERWISE, AS TO THE CONDITION, QUALITY, DURABILITY, PERFORMANCE, MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE BEAT OR ANY ELEMENTS THEREOF IS GIVEN TO, OR SHOULD BE ASSUMED BY LICENSOR, AND ANY SUCH WARRANTIES AND TERMS ARE HEREBY EXCLUDED.

9. Credit.
Licensee shall accord Licensor credit on the New Work as “producer”, including, without limitation, on liner notes of records derived from the New Work and in all metadata for the New Work, including on all DSPs. Such credit shall be in the form of “produced by Antbeatz”. Licensee’s inadvertent, non-repetitive failure to comply with the foregoing shall not be deemed a material breach hereof. Upon written notice from Licensor that Licensor has not been accorded appropriate credit as set forth herein, Licensee shall use all reasonable efforts to have such failure promptly corrected on a prospective basis.

10. Termination.

In the event either party fails to perform its obligations or otherwise breaches the terms of this Agreement, such party shall have ten (10) days from its receipt of written notice from the non-breaching party to cure such alleged breach. In the event the breaching party fails to cure such alleged breach within the allotted ten (10) day period, the non-breaching party shall have the right to terminate this Agreement.
Licensee expressly acknowledges that in the event of a breach or threatened breach by Licensee of any term, condition or covenant hereof, Licensor will be caused immediate irreparable injury. Licensee expressly agrees that Licensor shall be entitled to seek injunctive and other equitable relief, as permitted by law, to prevent a breach or threatened breach of this Agreement, or any portion thereof, by Licensee which relief shall be in addition to any other rights or remedies, for damages or otherwise, available to Licensor.

11. Miscellaneous.

This Agreement contains the entire understanding of the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements, proposals or representations, written, oral or otherwise, concerning its subject matter. No change or termination of this Agreement shall be binding unless it is made by an instrument signed by an authorized officer of both parties hereto. A waiver by either party of any provision of this Agreement in any instance shall not be deemed a waiver of such provision, or any other provision hereof, as to any future instance or occurrence. The parties’ rights specified hereunder are cumulative and not exclusive of any other rights that may otherwise be provided hereunder, by law, equity, statute or otherwise.
This Agreement shall be deemed to have been made in the State of California and its validity, construction, breach, performance and operation shall be governed by the laws of the State of California applicable to agreements made in and to be performed in California. All claims, disputes or disagreements which may arise hereunder shall be submitted exclusively to the state and federal courts located in Fresno County, California.
Licensee shall not have the right to assign or otherwise transfer this Agreement to any other party or entity without the prior written consent of Licensor. Any attempted assignment in violation of this paragraph shall be null and void ab initio.
All notices hereunder shall be sent to the respective address set for above and shall be sent either by hand or by certified mail, overnight courier or by certified mail, return receipt requested.
The relationship between the parties hereunder will at all times be that of independent contractors, and nothing herein will be construed to create any partnership, joint venture, agency, employment or other similar relationship.
All headings contained in this Agreement are provided for ease of reference only and shall not be deemed to effect or otherwise limit the contents of this Agreement in any way whatsoever.
This Agreement may be executed simultaneously in any number of counterparts and/or with electronic, PDF, or other facsimile signatures, and each such counterpart shall be deemed to be an original instrument, but all such counterparts together shall constitute but one Agreement. In the event this Agreement is executed through a so-called “click through”, Licensee’s payment of the License Fee shall serve as Licensee’s signature and acceptance of the terms hereof.