THIS AGREEMENT (the "Agreement"), made and entered on ("Effective Date"), upon purchase of music, is by and between Apex Music Company, with its office located at 26 Northern Way, Durham, North Carolina 27712

(hereinafter referred to as "Apex Music"), and Purchaser of Apex Music (hereinafter referred to as "Licensee").

1. Licensed works. The musical compositions, music books and other electronic files (the "Compositions") covered by this Agreement are all those available on Apex Music’s website and other electronic media platforms used by Apex Music (hereinafter referred to as the "Website"), incorporated by this reference. Any use by Licensee of the License Work without payment of the License Fee shall constitute a material breach of this Agreement, entitling Apex Music to all available remedies under North Carolina law. If any Licensed Works shall be publicly exploited by Licensee such public exploitation shall be permitted only if the Licensee was a paid member in good standing of Apex Music on the day that the Licensee's work was first made available to the public. Licensee shall pay and be responsible for all taxes and levies connected to the use of the Compositions according to the conditions of this agreement.

WHEREAS Apex Music has rights to the music located on its website and other electronic media, and grants the Licensee, the purchaser/customer/member, a non-exclusive license to use the files in your download of the music(PDF) under the terms and conditions stated in this agreement.

WHEREAS the Licensee may: (1) Make copies of the PDF music file(s) for your musical ensemble; (2) Print the PDF music file(s) for the Licensee's personal purposes (for example, performances, personal study, musical teaching, etc.).

WHEREAS the Licensee may not: (1) Distribute copies of the PDF music file(s) in whole or in part except as expressly provided for in this agreement (as stated above and throughout this agreement, the licensee is always allowed to distribute parts for personal purposes such as to other instrument players in order to play in an ensemble or for music teaching); (2) Make alterations or modifications to the PDF music file(s) or any copy, or otherwise attempt to discover the source code of the PDF music files(s), extract, copy and paste the content of the PDF music file(s) in another or new document; (3) Sub-license, lease, sell, rent or grant others any rights, or provide copies to others, except for permissions set forth in point number one(1) above (this is applied also to musical content such as Apex Music's revisions, arrangements, transcriptions, etc.). Teachers that teach in multiple settings may only use these materials in the program(s) that have acquired the rights through the license agreement; (4) Make media translation of the PDF music file(s); (5) Make telecommunication data transmission of the PDF music file(s).

WHEREAS the Licensee upon the download of all or any portion of Apex Music indicates the Licensee's agreement to the terms, conditions and Legal Notice in this license agreement:

2. Term. The rights granted by Apex Music to Licensee hereunder shall be for the duration of the period during which Licensee pays to Apex the subscription fee as set forth in Paragraph 4 below (the "License Term"). The License Term, and payment therefore, shall be based on an annual basis, as mutually agreed by the parties. The License Term shall commence upon execution hereof and shall be automatically renewed unless and until Licensee discontinues payment of the License Fee, or notifies Apex Music in writing of Licensee's election to terminate this Agreement, such notice to be received not less than ten (10) days prior to the expiration of the then-current contract period. This License agreement will terminate upon failure to comply with the terms set forth in this License agreement or failure to pay the agreed upon licensing fee.

3.Territory. The territory covered by this license shall be the world (the "Territory").

4. License Fee. Upon execution of this Agreement, Licensee shall pay Apex Music a subscription fee in the amount of $____  as parties agree (the "License Fee"), which such Licensee Fee shall be charged to Licensee for the License Term as set forth in Paragraph 2 above, and pursuant to the terms and conditions set forth on the Website at apexmusiccompanydurham.com. Payment shall be made by credit card, PayPal or an institutional check. Licensee expressly agrees that the rights to access the Website and use the Licensed Works hereunder shall be valid only so long as Licensee has made payment to Apex Music.

5. Purpose. (a) Apex Music is engaged in the business of providing rights to its licensees to use Apex Music's catalog and musical compositions available on the Website, which refer to the following: Scale Duets, Teaching Rhythmic Independence, Improving Ensemble Intonation, book1 and book 2 and Supplemental Materials for the Beginning String Class.  The licensees are permitted to: (1) Make copies of the PDF music file(s) for your musical ensemble; (2) Print the PDF music file(s) for the Licensee's personal purposes (for example, performances, personal study, musical teaching, etc.).

       (b) Apex Music shall maintain and control the operation of the Website. Apex Music reserves the right, at its sole discretion, to change, modify, add, or remove portions of the Site and/or to vary suspend or discontinue any aspect thereof at any time, as determined in Apex Music's sole reasonable business judgment. The Website is protected by copyright as an original work under copyright law and shall not be copied or duplicated without the express written consent of Apex Music.

6. Grant of Rights. Apex Music grants to Licensee a non-exclusive, worldwide license to use the Licensed Works as set forth in License Term for the permitted purposes set forth above, subject to the terms, conditions and restrictions contained herein, and as set forth on the Website.

(a) Licensee shall attribute and credit the Licensed Works in all exhibition and exploitation of the use of Apex Music.

(b) Licensee acknowledges and agrees that all rights in and to the Licensed Works, whether now known or hereafter in existence, that are not granted to Licensee hereunder are specifically reserved by Apex Music.

7. Warranties and Representations.   (a) Licensee warrants and represents that: (I) it has the right to enter into this Agreement and has not entered into any other agreement that would interfere with your grant of rights hereunder; (ii) not under any disability, restriction or prohibition, whether contractual or otherwise, with respect to its right to execute this Agreement; (iii) all information provided by Licensee herein and during the Term hereof shall be accurate, complete and not misleading in any material respect; (iv) it shall only use Apex Music PDF music files for the purposes set forth and as determined by Licensee, in accordance with the terms of this Agreement; (v) it shall not, except to the extent allowed by Apex Music hereunder and solely in connection with its authorized use of the Site, copy or otherwise duplicate directly or indirectly any portion of the Site including without limitation, any of the information, trademarks, logos, designs, graphics, systems, tracks or otherwise contained therein for any purpose, and shall not use any software that enables the copying or duplication of such materials; (vi) it shall abide by all copyright notices, information, or restrictions applicable to any Apex Music's materials or otherwise published on the Site; (vii) Licensee will comply with all requirements of the applicable performing rights societies as set forth hereunder; and (viii) no usage by Licensee shall encourage or be associated with illegal or illicit activities allowed.

       (b) Apex Music warrants and represents that: (i) it has the right to enter into this Agreement and has not entered into any other agreement that would interfere with your grant of rights hereunder; (ii) it is under no disability, restriction or prohibition, whether contractual or otherwise, with respect to its right to execute this Agreement and to grant the rights granted hereunder; (iii) it has obtained from the owner and publisher of the original Compositions (and has obtained rights to arrangements of public domain compositions);  (iv) no Composition or Master nor any other selections, materials, ideas or other properties contained in the Licensed Works shall violate or infringe upon any common law or statutory right of any person, firm or corporation, including, without limitation, contractual rights, copyrights, trademarks and rights of privacy.

8. Indemnity.  (a) Apex Music shall indemnify, save and hold Licensee harmless from all damages, liabilities, costs, losses and expenses (including reasonable attorneys’ fees) directly related to any claim, demand or action which is inconsistent with the warranties, representations or covenants made by Apex Music hereunder, which such claim results in a final, non-appealable judgment in a court of competent jurisdiction or which is settled with Apex Music's consent. Notwithstanding the foregoing, Licensee shall notify Apex Music within five (5) days of any such claim, demand, or action against Licensee. Licensee shall have the right, at its sole expense, to participate in the defense thereof with counsel of its choice, provided, however, Apex Music shall have the right at all times, in its sole discretion, to retain and resume control of such action and proceedings.

       (b) Licensee shall indemnify, save and hold Apex Music, its licensees, successors, assigns, employees, officers, directors and representatives harmless from any and all damages, liabilities, costs, losses and expenses (including costs and reasonable attorney's fees) arising out of or connected with any claim, demand or action which is inconsistent with any of the warranties, representations or covenants made by Licensee hereunder. Apex Music shall have the right to participate in the defense of any claim, demand, or action with counsel of its choice, at its sole cost and expense.

9. Limitation on Liability. Notwithstanding the foregoing, Apex Music shall not be liable for any indirect, special or consequential damages including but not limited to loss of anticipated profits, in connection with or arising from this Agreement and shall not be liable for any loss, damage, claim or liability arising from or related to any software program, data errors, digital transmission errors, failures, interruptions or delays, regardless of cause. In no event shall Apex Music 's total liability exceed the License Fee paid by Licensee hereunder.

10. Notices. Any and all notices that the parties are required or desire to be sent hereunder shall be in writing and sent to the addresses first indicated above or at such other addresses as the parties may indicate by depositing same, registered or certified mail, return receipt requested, postage prepaid, in an official depository of the United States Postal Service, Fed Ex or UPS. Notices shall be deemed given when sent except for notice of change of address, which shall only be effective from the date of receipt thereof.

11. Assignment. Apex Music shall have the right to assign this Agreement to any party with whom they shall merge, consolidate, or which acquires a substantial, interest in the assets of Apex Music's business. Licensee shall have the limited right to assign this Agreement to any party with whom they shall merge, consolidate, or which acquires a substantial, interest in the assets of Licensee's business, provided such person or form shall continue to pay the License Fee for the subscription service hereunder, or a flat fee ('buyout') for the right to use any specific Licensed Work for a particular purpose.

12. Arbitration.  Any controversy, claim or dispute arising out of or relating to this Agreement, shall be settled solely and exclusively by binding arbitration in the State of North Carolina in the Durham or Research Triangle Area. Such arbitration shall be conducted in accordance with the then prevailing commercial arbitration rules of the American Arbitration Association. Each party shall bear its own attorneys’ fees and expenses. The parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive. All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equity; provided however, that nothing in this subsection shall be construed as precluding the bringing of an action for injunctive relief or other equitable relief.

13. Miscellaneous. The parties intend that this be the final expression of their agreement and a complete and exclusive statement of its terms, and that no extrinsic evidence whatsoever may be introduced in any judicial, administrative, or other legal proceeding involving this Agreement. This license is binding upon and shall inure to the benefit of the respective successors or assigns of the parties hereto. This Agreement may not be modified, amended, or terminated except by an instrument in writing, signed by the parties. Apex Music shall not be deemed to be in breach of any of the obligations hereunder unless and until they shall have been given specific written notice from Licensee by certified or registered mail, return receipt requested, of the nature of such breach and shall thereafter fail to commence the cure of such breach within thirty (30) days after receipt of such written notice. If any provision of this Agreement, or the application thereof to any person, place, or circumstance, shall be held by a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder of this agreement and such provisions as applied to other persons, places, and circumstances shall remain in full force and effect. The validity, interpretation, enforceability, and performance of this Agreement shall be governed by and construed in accordance with the law of the State of North Carolina.

14. Email and Name Requirement.

All teachers in the district or program will be identified by licensee to Apex Music at the time of purchase or from time to time when some are added or deleted by name and email to know who is using the program. The teachers’ names and emails will not be sold or shared.