License agreement

This Non-Exclusive [license name] License Agreement (the "Agreement") is made and effective as of [contract date] (the "Effective Date") by and between [producer legal name] p/k/a [producer alias] (the "Producer" or "Licensor") and [customer party] ("You" or the "Licensee"). It sets out the terms on which the Licensee may use the Producer's instrumental music file entitled "[beat title]" (the "Beat") in consideration of the Licensee's payment of [price] (the "License Fee").

1. License Fee

The License Fee is a one-time payment made on the Effective Date. All rights granted to the Licensee are conditional upon payment of the License Fee in full. This Agreement is not valid until the License Fee has been paid.

2. Delivery of the Beat

The Producer delivers the Beat as high-quality [file types] files. The files are made available for download immediately after payment, on the order page and through a link sent to the e-mail address the Licensee provided at checkout.

3. Term

The term of this Agreement is [term years] years. The license expires on the [term years]-year anniversary of the Effective Date.

4. Use of the Beat

In consideration of the License Fee, the Producer grants the Licensee a limited, non-exclusive, non-transferable, worldwide license to use the Beat in the creation of one (1) new song or one (1) new piece of instrumental music (the "New Song"). The Licensee may create the New Song by recording vocals or other performances over the Beat, and may change the arrangement, length, tempo or pitch of the Beat for that purpose.

The license is non-exclusive. The Producer may continue to license the Beat to third parties on the same or similar terms.

Within the term, the Licensee may use the New Song as follows:

• Distribution: sell or distribute [distribution copies] copies of the New Song as downloads or physical music products, as a single or as part of an EP or album.
• Audio streaming: [audio streams] monetized audio streams.
• Music videos: synchronize the New Song with [music videos] music video(s), each no longer than the New Song itself or five (5) minutes, whichever is longer. Videos may be monetized, with [video streams] video streams in total.
• Radio: broadcast the New Song on [radio stations] terrestrial or satellite radio station(s).
• Live performance: perform the New Song publicly, including for profit, without limit on the number of performances.
• Free downloads: offer the New Song as a free download without limit.

The Licensee does not have the right to sell, give away or distribute the Beat in the form in which it was delivered. The Licensee's rights arise only in a New Song.

Provided the Licensee complies with this Agreement, the Licensee owes the Producer no royalties or other payments for the uses permitted above, other than mechanical royalties and the Producer's share of publishing income as set out below.

5. Restrictions

The Licensee may not:

• transfer, assign or sublicense any of the rights granted under this Agreement;
• synchronize, or permit third parties to synchronize, the Beat or the New Song with any audiovisual work other than the music videos permitted in section 4, including film, television, advertising and video games;
• license or sublicense the Beat or the New Song, in whole or in part, as a sample, loop or sound library, or use it as training material for any machine-learning or generative system;
• share, upload or distribute the Beat in the form delivered, or a substantially similar form, other than sending it to a musician, engineer or studio working on the New Song;
• register the Beat or the New Song with any content identification system, music distributor's content identification service, or digital aggregator's rights-claiming service. The Beat has already been tagged for content identification by the Producer as a pre-emptive measure to protect all licensees. The purpose of this restriction is to prevent wrongful infringement claims against other licensees of the Beat. A breach of this restriction entitles the Producer to revoke the license without compensation.

The New Song is a derivative work of the Beat. The parties do not intend to create a joint work, and nothing in this Agreement grants the Licensee rights in works created by other licensees of the Beat.

6. Ownership

The Producer is and remains the sole owner of all rights, title and interest in the Beat, including the copyright in the sound recording and in the underlying musical composition. Nothing in this Agreement is an assignment of those rights. Registration of the Beat with any copyright office or collecting society is reserved to the Producer.

The Licensee does not own the master or sound recording rights in the Beat as embodied in the New Song. The Licensee owns the lyrics and any other original elements of the New Song created solely by the Licensee.

7. Publishing

The underlying composition of the New Song is shared as follows: the Producer owns and controls [publishing share] of the writer's share and [publishing share] of the publisher's share. If the Licensee registers the New Song with a performing rights organization or collecting society, the Licensee must register the Producer's share at the same time.

8. Mechanical License

To the extent the New Song embodies a composition written or controlled by the Producer, the Producer grants the Licensee a mechanical license for the uses permitted by this Agreement. Mechanical royalties are payable at the full statutory rate, or where no statutory rate exists, at the rate prevailing in the industry in the country concerned on the Effective Date.

9. Credit

The Licensee must use best efforts to credit the Producer as producer and songwriter in the metadata, liner notes and any other credits of the New Song, in the form "Produced by [producer alias]". If a credit is omitted, the Licensee must correct it promptly and for all future uses.

10. Producer's Option

The Producer may terminate this license at any time within three (3) years of the Effective Date by written notice to the Licensee. If the Producer exercises this option, the Producer pays the Licensee two hundred percent (200%) of the License Fee, and the Licensee must remove the New Song from all distribution channels without delay.

11. Breach

The Licensee has five (5) business days from written notice to cure a breach of this Agreement. If the breach is not cured, the Producer may terminate the Licensee's rights. If the Licensee exploits the Beat or the New Song beyond the uses and limits of this Agreement, the Licensee is liable to the Producer for all sums received from that unauthorized exploitation, in addition to any other remedy available by law.

12. Warranties and Indemnification

The Beat is licensed "as is". The Producer makes no promise that the Beat suits the Licensee's creative or commercial purpose. The Producer warrants that the Producer has the right to grant this license. Each party indemnifies the other against third-party claims, losses and reasonable legal costs arising from that party's breach of this Agreement. The Licensee is solely responsible for any element the Licensee adds to the New Song.

13. Electronic Acceptance

The Licensee accepted this Agreement electronically at checkout. The Licensee's confirmation of the terms and payment of the License Fee constitute the Licensee's signature and have the same effect as a handwritten signature. No further signature by either party is required.

14. General

This Agreement is the entire agreement between the parties on its subject and replaces all earlier agreements. It may be changed only in writing, e-mail being sufficient. If a provision is held invalid, the remaining provisions stay in force. This Agreement is governed by the laws of [governing law], and the courts having jurisdiction over the Producer's place of residence have jurisdiction over any dispute. If the Licensee is a consumer, this choice of law does not deprive the Licensee of the protection of the mandatory provisions of the law of the Licensee's country of residence. Notices to the Producer are sent to [producer email]; notices to the Licensee are sent to the e-mail address given at checkout.