Beat License Generator

NON-EXCLUSIVE MP3 LEASE LICENSE AGREEMENT

This Non-Exclusive MP3 Lease License Agreement (the "Agreement"), having been made on and effective as of ____________ (the "Effective Date") by and between ____________ p/k/a ____________ (the "Producer" or "Licensor"); and ____________ residing at ____________ ("You" or "Licensee"), sets forth the terms and conditions of the Licensee's use, and the rights granted in, the Producer's instrumental music file entitled "____________" (the "Beat") in consideration for Licensee's payment of $29.99 (the "License Fee"), on a so-called "MP3 Lease" basis.

This Agreement is issued solely in connection with and for Licensee's use of the Beat pursuant and subject to all terms and conditions set forth herein.

License Fee: The Licensee shall make payment of the License Fee to Licensor on the date of this Agreement. All rights granted to Licensee by Producer in the Beat are conditional upon Licensee's timely payment of the License Fee. The License Fee is a one-time payment for the rights granted to Licensee and this Agreement is not valid until the License Fee has been paid.

Delivery of the Beat: Licensor agrees to deliver the Beat as a high-quality MP3, as such terms are understood in the music industry. Licensor shall use commercially reasonable efforts to deliver the Beat to Licensee immediately after payment of the License Fee is made. Licensee will receive the Beat via email, to the email address Licensee provided to Licensor.

Term: The Term of this Agreement shall be ten (10) years and this license shall expire on the ten (10) year anniversary of the Effective Date.

Use of the Beat: In consideration for Licensee's payment of the License Fee, the Producer hereby grants Licensee a limited non-exclusive, non-transferable license and the right to incorporate, include and/or use the Beat in the preparation of one (1) new song or to incorporate the Beat into a new piece of instrumental music created by the Licensee. Licensee may create the new song or new instrumental music by recording his/her written lyrics over the Beat and/or by incorporating portions/samples of the Beat into pre-existing instrumental music written, produced and/or owned by Licensee. The new song or piece of instrumental music created by the Licensee which incorporates some or all of the Beat shall be referred to as the "New Song". Permission is granted to Licensee to modify the arrangement, length, tempo, or pitch of the Beat in preparation of the New Song for public release.

This License grants Licensee a worldwide, non-exclusive license to use the Beat as incorporated in the New Song in the manners and for the purposes expressly provided for herein, subject to the sale restrictions, limitations and prohibited uses stated in this Agreement. Licensee acknowledges and agrees that any and all rights granted to Licensee in the Beat pursuant to this Agreement are on a NON-EXCLUSIVE basis and Producer shall continue to license the Beat upon the same or similar terms and conditions as this Agreement to other potential third-party licensees.

(a) The New Song may be used for any promotional purposes, including but not limited to, a release in a single format, for inclusion in a mixtape or free compilation of music bundled together (EP or album), and/or promotional, non-monetized digital streaming.

(b) Licensee may not perform the song publicly for-profit performances and for unlimited non-profit performances, including but not limited to, at a live performance (i.e. concert, festival, nightclub etc.), on terrestrial or satellite radio, and/or on the internet via third-party streaming services (Spotify, YouTube, iTunes Radio etc.). The New Song may be played on 2 terrestrial or satellite radio stations.

(c) The Licensee may use the New Song in synchronization with one (1) audiovisual work(s) no longer than five (5) minutes in length (a "Video"). In the event that the New Song itself is longer than five (5) minutes in length, the Video may not play for longer than the length of the New Song. The Video may be broadcast on any television network and/or uploaded to the internet for digital streaming and/or free download by the public including but not limited to on YouTube and/or Vevo. Producer grants no other synchronization rights to Licensee.

(d) The Licensee may make the New Song available for sale in physical and/or digital form and sell 5,000 downloads/physical music products and are allowed 100,000 monetized audio streams, 100,000 monetized video streams, an unlimited number of non-monetized video streams and are allowed an unlimited number of free downloads. The New Song may be available for sale as a single and/or included in a compilation of other songs bundled together by Licensee as an EP or a full-length Album. The New Song may be sold via digital retailers for permanent digital download in mp3 format and/or physical format, including compact disc and vinyl records. For clarity and avoidance of doubt, the Licensee does NOT have the right to sell the Beat in the form that it was delivered to Licensee. The Licensee must create a New Song (or instrumental as detailed above) for its rights under this provision to vest. Any sale of the Beat in its original form by Licensee shall be a material breach of this Agreement and the Licensee shall be liable to the Licensor for damages as provided hereunder.

Subject to the Licensee's compliance with the terms and conditions of this Agreement, Licensee shall not be required to account or pay to Producer any royalties, fees, or monies paid to or collected by the Licensee (expressly excluding mechanical royalties), or which would otherwise be payable to Producer in connection with the use/exploitation of the New Song as set forth in this Agreement.

Restrictions on the Use of the Beat: Licensee hereby agrees and acknowledges that it is expressly prohibited from taking any action(s) and from engaging in any use of the Beat or New Song in the manners, or for the purposes, set forth below:

(a) The rights granted to Licensee are NON-TRANSFERABLE and Licensee may not transfer or assign any of its rights hereunder to any third-party.

(b) The Licensee shall not synchronize, or permit third parties to synchronize, the Beat or New Song with any audiovisual works EXCEPT as expressly provided for above for use in Video(s). This restriction includes, but is not limited to, use of the Beat and/or New Song in television, commercials, film/movies, theatrical works, video games, and in any other form on the Internet which is not expressly permitted herein.

(c) The Licensee shall not have the right to license or sublicense any use of the Beat or of the New Song, in whole or in part, for any so-called "samples".

(d) Licensee shall not engage in any unlawful copying, streaming, duplicating, selling, lending, renting, hiring, broadcasting, uploading, or downloading to any database, servers, computers, peer to peer sharing, or other file-sharing services, posting on websites, or distribution of the Beat in the form, or a substantially similar form, as delivered to Licensee. Licensee may send the Beat file to any individual musician, engineer, studio manager or other people who are working on the New Song.

(e) THE LICENSEE IS EXPRESSLY PROHIBITED FROM REGISTERING THE BEAT AND/OR NEW SONG WITH ANY CONTENT IDENTIFICATION SYSTEM, SERVICE PROVIDER, MUSIC DISTRIBUTOR, RECORD LABEL OR DIGITAL AGGREGATOR (for example TuneCore or CDBaby, and any other provider of user-generated content identification services). The purpose of this restriction is to prevent you from receiving a copyright infringement takedown notice from a third party who also received a non-exclusive license to use the Beat in a New Song. If you do not adhere to this policy, you are in violation of the terms of this License and your license to use the Beat and/or New Song may be revoked without notice or compensation to you.

The parties acknowledge and agree that the New Song is a "derivative work", as that term is used in the United States Copyright Act; that there is no intention by the parties to create a joint work; and that there is no intention by the Licensor to grant any rights in and/or to any other derivative works that may have been created by other third-party licensees.

Ownership: The Producer is and shall remain the sole owner and holder of all rights, title, and interest in the Beat, including all copyrights to and in the sound recording and the underlying musical compositions written and composed by Producer. Nothing contained herein shall constitute an assignment by Producer to Licensee of any of the foregoing rights. Licensee may not, under any circumstances, register or attempt to register the New Song and/or the Beat with the U.S. Copyright Office. For the avoidance of doubt, you do not own the master or the sound recording rights in the New Song. You have been licensed the right to use the Beat in the New Song and to commercially exploit the New Song based on the terms and conditions of this Agreement. Notwithstanding the above, you do own the lyrics or other original musical components of the New Song that were written or composed solely by you.

Publishing: With respect to the publishing rights and ownership of the underlying composition embodied in the New Song, the Licensee and the Producer hereby acknowledge and agree that the underlying composition shall be owned and split between them as follows: the Licensee shall own, control, and administer Fifty Percent (50%), and the Producer shall own, control, and administer Fifty Percent (50%), of the so-called "Publisher's Share" of the underlying composition. In the event that Licensee wishes to register his/her interests and rights to the underlying composition with a Performing Rights Organization ("PRO"), Licensee must simultaneously identify and register the Producer's 50% share and ownership interest in the composition.

Mechanical License: If any selection or musical composition, or any portion thereof, recorded in the New Song hereunder is written or composed by Producer (a "Controlled Composition"), Producer hereby agrees to issue or cause to be issued to Licensee mechanical licenses in respect of each Controlled Composition embodied on the New Song. For that license, on United States and Canada sales, Licensee will pay mechanical royalties at one hundred percent (100%) of the minimum statutory rate, subject to no cap for albums and/or EPs. For licenses outside the United States and Canada, the mechanical royalty rate will be the rate prevailing on an industry-wide basis in the country concerned on the date this Agreement has been entered into.

Credit: Licensee shall use best efforts to credit Producer as a "producer" and to give Producer appropriate production and songwriting credit on all configurations embodying the New Song, and on cover/liner notes. Such credit shall be in the substantial form: "Produced by ____________".

Licensor's Option: Licensor shall have the option, at Licensor's sole discretion, to terminate this License at any time within three (3) years of the date of this Agreement upon written notice to Licensee. In the event that Licensor exercises this option, Licensor shall pay to Licensee a sum equal to Two Hundred Percent (200%) of the License Fee paid by Licensee. Upon Licensor's exercise of the option, Licensee must immediately remove the New Song from any and all digital and physical distribution channels and must immediately cease access to any streams and/or downloads of the New Song by the general public.

Breach by Licensee: The Licensee shall have five (5) business days from its receipt of written notice by Producer to cure any alleged breach of this Agreement. Licensee's failure to cure within five (5) business days shall result in Licensee's default and, at Producer's sole discretion, the termination of Licensee's rights hereunder. If Licensee engages in the commercial exploitation and/or sale of the Beat or New Song outside of the manner and amount expressly provided for in this Agreement, Licensee shall be liable to Producer for monetary damages in an amount equal to any and all monies paid to, collected by, or received by Licensee in connection with such unauthorized commercial exploitation. Licensee recognizes that a breach or threatened breach may give rise to irreparable injury to Producer, and Producer shall be entitled to seek a temporary restraining order and a preliminary injunction, in addition to any other available legal or equitable remedy. Licensee shall be responsible for all costs, expenses, court costs, litigation expenses and reasonable attorneys' fees that Producer incurs as a result of any violation by the Licensee.

Warranties, Representations, and Indemnification: Licensee agrees that Licensor has not made any guarantees or promises that the Beat fits the particular creative use or musical purpose intended or desired by the Licensee. The Beat, its sound recording, and the underlying musical composition embodied therein are licensed to the Licensee "as is" without warranties of any kind or fitness for a particular purpose. The Beat may contain samples, interpolations, or replays of pre-existing musical works or sound recordings ("Samples"). Producer makes no representation or warranty that the Beat is free of Samples or that any Samples have been cleared. Licensee is solely responsible for clearing, and for paying any fees or royalties associated with, any Samples contained in the Beat prior to any commercial exploitation of the New Song, and Licensee shall indemnify and hold Producer harmless from any claims arising from uncleared Samples. Each party shall indemnify and hold the other harmless from any and all third-party claims, liabilities, costs, losses, damages or expenses actually incurred by the non-defaulting party by reason of any breach or claim of breach of the warranties and representations hereunder by the defaulting party, provided that the non-defaulting party gives the defaulting party prompt written notice of all claims and the right to participate in the defense with counsel of its choice at its sole expense.

Miscellaneous: This Agreement constitutes the entire understanding of the parties and cannot be altered, modified, amended or waived, in whole or in part, except by written instrument (email being sufficient) signed by both parties hereto. This Agreement supersedes all prior agreements between the parties, whether oral or written. Should any provision of this Agreement be held void, invalid or inoperative, such decision shall not affect any other provision, and the remainder shall remain effective. This Agreement shall be governed by and interpreted in accordance with the laws of the State/Country of the Producer, without regard to conflict of laws principles, and the exclusive jurisdiction and venue for any action arising hereunder shall be the state or federal courts located in the State/Country of the Producer. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THIS AGREEMENT AND HAVE BEEN ADVISED OF THE IMPORTANCE OF RETAINING AN INDEPENDENT ATTORNEY OF YOUR CHOICE TO REVIEW IT ON YOUR BEHALF. This Agreement may be executed in counterparts and by electronic signature. Notwithstanding the foregoing, in the event that you do not sign this Agreement, your payment of the License Fee and your electronic acceptance of its terms shall serve as your signature and acceptance of the terms and conditions of this Agreement.

Producer / Licensor: ____________ p/k/a ____________ Date: ____________

Licensee: ____________ Date: ____________