1. Definitions

• Composition: The original musical work created by the Licensor (producer), including all instrumental elements, melodies, harmonies, and rhythms, but excluding any vocal performances or lyrics. This is the underlying musical work being licensed.
• Beat Master: The sound recording of the Composition as created and provided by the Licensor (Producer), which may include produced drums, basslines, melodies, chorus vocals and other elements.
• Derivative Work: A new musical work created by the Licensee (artist) that incorporates all or a portion of the licensed Beat Master, along with additional elements such as vocals, lyrics, or other instrumental additions or modifications.
• Final Master Recording: The completed sound recording of a Derivative Work, which includes both the licensed Beat Master (or a portion thereof) and the Licensee's contributions, mixed and mastered for commercial release.
• Writer's Share: The percentage of the total songwriting credit and royalties that belong to the individual(s) who contributed to the creation of the musical composition.
• Publisher's Share: The percentage of the total publishing credit and royalties that belong to the individual(s) or entities responsible for the administration and exploitation of the musical composition.
• Mechanical Rights: The rights granted to the Licensee to reproduce and distribute the Beat Master in various formats such as digital downloads, physical copies (e.g., CDs, vinyl), and streaming.
• Performance Rights: The rights to publicly perform the Derivative Work, including live performances and broadcasts on radio, television, and online streaming platforms.
• Synchronization License: The right to synchronize the Derivative Work with visual media, such as films, TV shows, commercials, video games, and online videos.
• Content ID: A digital fingerprinting system used by platforms such as YouTube to identify, track, and monetize copyrighted content. Licensee is prohibited from registering the Composition or Beat Master in any Content ID system.
• Sublicensing: The act of granting third-party rights to use the licensed Beat Master or Derivative Work.
• Effective Date: The date on which the Licensee purchases the license for the Composition, as confirmed by the transaction date on the payment merchant's website used for purchase.
• Gross Negligence: A severe lack of care or disregard for the duties outlined in this Agreement, which causes significant harm or damage to the Licensor or the value of the Composition.
• Willful Misconduct: Intentional wrongdoing or deliberate actions taken by the Licensee that violate the terms of this Agreement or cause harm to the Licensor.
• BeatHive Service Fee: The fee charged by BeatHive for facilitating the licensing process, which may be included in the total licensing fee paid by the Licensee.
• Licensing Fee: The amount payable by the Licensee to the Licensor in exchange for the rights granted under this Agreement.
• Royalty-Free License: A license under which the Licensee is not required to pay royalties to the Licensor beyond the initial licensing fee, subject to the specific limitations outlined in the Agreement.
• Non-Exclusive License: A license that allows the Licensor to grant the same or similar rights to other Licensees, meaning multiple parties can hold the same rights to use the Composition.
• Exclusive License: A license that grants the Licensee sole rights to use the Composition within a specified scope, preventing the Licensor from granting those rights to any other party.
• Chargeback: A demand by a credit card provider for a retailer to make good the loss on a fraudulent or disputed transaction.
• PRO (Performance Rights Organization): An organization that represents songwriters, composers, and music publishers to ensure they are compensated for the public performance of their works.
• Cue Sheet: A document that lists the details of music used in a visual production, including title, composer, publisher, duration, and how the music is used (e.g., background, theme), and is submitted to performance rights organizations.
• Monetized Streams: Instances where the Derivative Work is used on a platform that generates revenue (e.g., YouTube with ads, Spotify streams). The license defines limitations on monetized and non-monetized streams.
• Non-Monetized Use: Use of the Derivative Work in situations that do not generate direct revenue for the Licensee, such as non-profit performances, educational purposes, or personal projects.
• Pressing: The process of manufacturing physical copies of a recording, such as CDs or vinyl records.

2. Grant of License

• Beat Master Use: Licensor hereby grants to Licensee a non-exclusive, perpetual (subject to termination under section 6), non-transferable license (this "License") to use the Beat Master entitled "Beat Title" (the "Beat Master") to create one (1) Derivative Work.
• Mechanical Rights: This license allows use of the Beat Master in the reproduction, duplication, manufacture, and distribution of phonograph records, cassette tapes, CDs, internet downloads, and any other form of audio and digital recordings worldwide for up to a pressing or selling a total of unlimited copies of such recordings or any combination of such recordings, conditioned upon the payment to Licensor of a sum of 80 USD. Licensee is also permitted to distribute unlimited copies of the Derivative Work for non-profit and non-commercial use.
• Audio Streaming Rights: This license allows unlimited monetized audio streams of the Derivative Work on audio streaming platforms such as Spotify, Apple Music, Amazon Music, and any other audio streaming platform.
• Performance Rights: Licensee may perform the Derivative Work in for-profit, public performances for up to a personal revenue of unlimited US Dollars. Licensee is also permitted to perform the Derivative Work in unlimited non-profit and non-commercial performances.
• Radio Broadcast Rights: This license allows the Derivative Work to be broadcasted and/or aired on unlimited radio stations (terrestrial, satellite, internet, and any other format of radio broadcast).
• Internet Video & Monetization: Licensee is allowed to copy, perform, edit, and/or loop portions of the Beat Master for unlimited online video purpose and shall be permitted to post the video on unlimited video streaming platforms such as YouTube, Vimeo, Instagram, Facebook, and any other video streaming platform.
• Synchronization License: Licensee may have the Derivative Work placed in any publicly broadcasted instances ("Placements") such as, but not limited to, television, motion picture film, soundtrack, DVD, multimedia game, movie trailer, TV advertisement, and any other broadcasted instance. Licensee agrees that Licensor is to be registered alongside Licensee on cue sheets and with relevant performance rights organizations and collection agencies with the same details and percentages/splits stated in section 3. Licensor is also entitled to 50% of all upfront sync fees, compensations, payments, and any other upfront monies paid to Licensee for placements.
• Sublicensing: The Licensee is strictly prohibited from sublicensing, selling, loaning, renting, leasing, assigning, or transferring any rights granted under this Agreement to any third party without prior written consent from the Licensor. This includes any distribution or transfer of the Beat Master, Derivative Work, or associated rights to another party, whether for commercial or non-commercial purposes. Any unauthorized sublicensing or transfer of rights will result in immediate termination of this Agreement and may lead to legal action for damages.

3. Ownership and other Obligations of Licensee

• Ownership of Composition and Beat Master: The Producer (Licensor) is and shall remain the sole owner and holder of all rights, title, and interest in the Composition and Beat Master, including all copyrights to and in the sound recording and the underlying musical compositions written and composed by Producer.
• Ownership of Derivative Work: With respect to the ownership and publishing rights of the Derivative Work created by the Licensee based upon the licensed Beat Master, the ownership shall be as follows:
  • Producer Legal Name (PRO #1234567890 - BMI/ASCAP/etc.), owns 50% of the writer's share.
  • Producer Legal Name (PRO #1234567890 - BMI/ASCAP/etc.) shall own, control, and administer 50% of the Publisher's Share of the underlying composition.
  • The Licensee has the choice of how to distribute the remaining 50% of the writer's and publisher's share.
• Copyright Registration: Licensee may not register or attempt to register the Beat Master, Composition, and/or the Derivative Work, or any other work associated with the Beat Master, with the U.S. Copyright Office. This right is strictly limited to the Producer.
• Performance Right Registration: Licensee agrees to register the Derivative Work with relevant performance rights organizations (e.g., ASCAP, BMI, SESAC, etc.) and other collection agencies, identifying and registering the Producer's share and ownership interest as stated above. The Derivative Work must be registered within 14 days after creation. If Licensee is unable to register the Derivative Work, Licensee must contact Licensor, who will have the right to register on behalf of both parties.
• Content ID: Licensee is expressly prohibited from registering and/or submitting the Beat Master, Composition, or Derivative Work into any content identification system (e.g., YouTube Content ID) whether directly or through a third party such as AdRev, TuneCore, CDBaby, DistroKid, or any other third party that offers the service of automatically monetizing other music/audio/video across the internet that use the same Composition, Beat Master, and/or Derivative Work.
• Credit: Licensee has the right to use and permit others to use Licensor's approved name [Licensor's Artist Name] for purposes of the Derivative Work, but solely in connection with uses of the Derivative Work. Licensee shall acknowledge the original authorship of the Composition appropriately and reasonably in all media and performance formats under the name [Licensor's Artist Name] in any and all metadata, liner notes, and/or other customary places for such credits in connection with all exploitations of the Derivative Work. In the event of any failure to have Licensor properly credited, Licensee will use reasonable efforts to cure such failure immediately on a prospective basis.
• Obligation to not use the Beat Master for discriminatory content: The Licensee is prohibited from using the Beat Master, Composition, Derivative Work, or Final Master Recording in content that promotes or includes hate speech, discrimination, violence, unlawful activities, or any content that could be considered offensive or harmful to any individual or group based on race, ethnicity, religion, gender, sexual orientation, or disability. The Licensor reserves the right to terminate this Agreement if the Beat Master, Derivative Work, or Final Master Recording is used in a manner that violates these restrictions.

4. Royalties and Payment

• Licensing fee: In consideration for the rights granted under this Agreement, Licensee agrees to pay a licensing fee to the Licensor of 80 USD.
• Process of Payment: Payment shall be made via PayPal.
• Payment: All payments contemplated hereby or made by the Parties in connection herewith shall be due immediately upon entering into this contract.
• Currency: All payments contemplated hereby or made by the Parties in connection herewith will be made in US Dollars. Any fees resulting from currency conversion shall be paid by the licensee.
• Effects: Until the Licensee pays the full amount as set forth in Section 4, no rights shall be deemed as arising from this agreement.

5. Warranties and Indemnification

• Warranties: The Licensor represents and warrants to the Licensee that:
• Originality and Ownership: The Composition and Beat Master provided under this Agreement are the original works of the Producer and do not incorporate any material from third-party sources without proper authorization. The Producer owns all rights, title, and interest in and to the Composition and Beat Master.
• No Infringement: The Composition and Beat Master do not infringe upon or violate any copyrights, trademarks, patents, trade secrets, or other intellectual property rights of any third party. The Producer has not used any unauthorized samples, loops, or elements in the creation of the Composition and Beat Master.
• No Pirated Content: The Producer has not included any pirated material in the Composition and Beat Master. All content is lawfully acquired and used in compliance with all applicable laws and regulations.
• No AI-Generated Content: The Composition and Beat Master are not generated, in whole or in part, by artificial intelligence, machine learning algorithms, or any automated processes. The content is the result of the Producer's individual creativity and effort.
• Authority to License: The Producer has full right, power, and authority to enter into this Agreement and to grant the rights herein granted to the Licensee, free and clear of any liens, encumbrances, or claims.
• Indemnification: Accordingly, Licensee agrees to indemnify and hold Licensor harmless from and against any and all claims, losses, damages, costs, expenses, including, without limitation, reasonable attorney's fees, arising out of or resulting from a claimed breach of any of Licensee's representations, warranties, or agreements hereunder.

6. Term and Termination

• Term: This Agreement shall be deemed effective (the "Effective Date") upon the purchase date of the Beat Master, which can be confirmed by the transaction date on the payment merchant's website Licensee used to purchase the Beat Master. The transaction receipt can be provided as proof of the purchase and proof of the Effective Date of this Agreement.
• Termination:
  • Notice period: If the Licensee fails to cure any breach of this license agreement within fourteen (14) business days of Licensor providing written notice of a breach, Licensor will have the right to immediately terminate this Agreement.
  • Termination without notice: Notwithstanding the above, the Licensor reserves the right to terminate this Agreement without any notice to the Licensee for the following reasons:
    • Chargeback: The Licensee submits a chargeback of the licensing fee through their credit card company, PayPal, or any other payment merchant.
    • Gross Negligence or Willful Misconduct: The Licensee engages in any act of gross negligence or willful misconduct that constitutes a breach of their obligations under this Agreement.
• Effects:
  • Termination: If the Licensor notifies Licensee of a termination, Licensee will have no further right to use the Composition and/or Beat Master in private or in public and must immediately cause any recording(s) and/or video(s) to be no longer available to the public, including the removal of the Derivative Work and Final Master Recording from any and all digital and physical distribution channels. The Licensee shall have no right to a refund of the license fee under section 4 or any other costs incurred, including but not limited to:
    • BeatHive Service fee
    • Cost for legal counsel
  • Misuse: If Licensee uses the Derivative Work and/or Final Master Recording in a manner not expressly permitted in this Agreement, Licensee agrees to pay Licensor any and all amounts previously or thereafter collected, received, or credited to Licensee or any third party in connection with such exploitation of the Composition and/or Beat Master.

7. General Provision

• Governing Law: This License is governed by and shall be construed under the law of the United Kingdom, without regard to the conflicts of laws principles thereof.
• Agreement Acceptance: The Licensee shall be deemed to have signed, affirmed, and ratified its acceptance of the terms and conditions of this Agreement by virtue of either of the following actions:
• Licensee's payment of the License Fee to Licensor; or
• Licensee's electronic acceptance of the Agreement's terms and conditions at the time of purchase.