Exclusive Rights

THIS AGREEMENT, made and entered into on this date of downloading the (“Instrumental”) serves as a legally binding contract between DELESWA PRODUCTIONS ("Licensor") and the client ("Licensee").  This agreement grants the Licensee an Exclusive Rights license to the downloaded (“Instrumental”).  

Exclusive Rights Download:
Entitles Licensee to a Master WAV file (untagged) and Track Out (if track out files are available) 

Master Recording & Distribution:
Licensee is hereby granted Exclusive Rights to the "Instrumental" from the Licensor and has (unlimited) distribution and use of the “Instrumental” for (unlimited) commercial recordings and or broadcasts from (unlimited) Master Recordings produced using the “Instrumental”.  The Licensee has exclusive rights to record, alter, mix or remix the "Instrumental" in any shape, way, or form.  However, the Licensee can not resell the "Instrumental" regardless to how much it's been changed. 

Lyrical or Visual content must be synchronized with any and all produced variations of the "Instrumental" before being made available and or used for commercial or non-commercial purposes. 

The Licensee must supply the Licensor with at least one (1) copy of each Master Recording made using the “Instrumental”. 

Youtube Streams | Internet Radio:
The "Instrumental" may be used for unlimited Monetized and Non-Monetized Streams on Youtube and Internet Radio. (i.e. Pandora, Sirrus XM, etc.) 

Media | Video Games | TV and Film Placement:
Licensee may use the "Instrumental" for the purpose of synchronization with lyrical and visual media such as Dance Performance, Commercial Advertisement, Television Broadcast, Videos,Video Gaming and Film. 

Live Performance:
The Licensee may use the "Instrumental" or any remixed variation thereof accompanied by the Licensee's vocals in such form as rapping, singing, spoken word, poem recital or other means of vocal accompaniment at clubs, concerts, theaters, churches, ball games or any other public settings for both free and paid live performances. 

Term of Ownership:
The term of ownership begins the day the Master WAV file “Instrumental” and any additional audio files are downloaded by the Licensee and will be effective (indefinitely) from such date.  Previous customers who purchased a license for the “Instrumental” reserve the right to continue selling and earning a profit from the “Instrumental” under the guidelines of their license purchased for the remainder of it’s term that predated the Exclusive Rights sold. 

Uses Not Permitted:
The Licensor expressly forbids resale or other distribution of the "Instrumental”.  The Licensee can not sell, loan, rent, lease, nor assign use of any variation of the "Instrumental".  The Licensee can not remove, rearrange, dismantle, or extract any melodies, instruments, or drum programming from the "Instrumental" to include in a sound or sample library, for distribution nor for the transfer of rights to another user (example - Record Label, another production company, another producer) for use in any competitive product. 

Copyrights & Ownership:
The Licensee owns the exclusive rights to the "Instrumental" and the sole rights to use it for commercial and non-commercial purposes.  Once Exclusive Rights are sold to the "Instrumental", the Licensor can no longer resell the "Instrumental".  As the copyright owner of the “Instrumental”, the Licensor may display the "Instrumental" on websites marked "SOLD" for promotional purposes. 

Credit:
The Licensor must receive credit for the "Instrumental" (Written by Darrin LeVon Swafford) when the Licensee directly or indirectly registers a published work with a Performing Rights Organization (i.e. ASCAP, BMI) that was recorded using the “Instrumental”.  Licensee must give production credit to Licensor by including (Produced by Deleswa) on all physical and or digital media containing a portion, sum or all of the "Instrumental" that is being licensed in this agreement, including but not limited to CD's, CD covers, Cassette tapes, Cards, Mix-tapes, Websites,etc. This can also be done verbally (through recorded vocals on the Master Recording). Licensee must also ensure credit is given to Licensor for the "Instrumental" when productions containing a portion, sum or all of the "Instrumental" are used for purposes such as Internet Radio (i.e. 

Pandora, Sirrux XM, etc.), Dance Performance, Commercial Advertisement, Television Broad-cast, Videos and Film Soundtracks. Licensee must contact and inform Licensor of CD or record sales if the "Instrumental" is used for commercial purposes with a gross revenue of over $1,000,000

Clearing of Samples:
If the "Instrumental" includes samples, the Licensee understands that the sequence and music arrangement is considered original work. The Licensee is responsible for clearing all samples used(if any) and that the Licensor cannot and will not be held liable for the misuse of any sampled material that the Licensee uses in conjunction with the “Instrumental” that is licensed in this agreement. 

Acknowledgement:
By receiving this contract and downloading associated audio file(s), the Licensee automatically agrees to all the terms stated in this agreement and gains Exclusive Rights and sole ownership of the "Instrumental".