Unlimited License Agreement

THIS AGREEMENT, made and entered into on [Date] of downloading [Beat Title] the (“Instrumental”) serves as a legally binding contract between DELESWA PRODUCTIONS ("Licensor") and [Client Name] (“Licensee”). This agreement grants the Licensee an Unlimited License to use the downloaded “Instrumental”. 

All license(s) included herein this agreement are non-transferable and non-refundable. 

Unlimited License Download: 

Entitles Licensee to a high quality WAV file and a link to download trackout of stems used to compose the “Instrumental” if they are available. 

Master Recording | Distribution: 

Licensee is hereby granted an Unlimited License from the Licensor to use the "Instrumental" for commercial recordings or broadcasts. The Licensee is limited to distributing one (1) version of the Master Recording for one (1) profitable or non-profitable release and may distribute (unlimited) copies of the Master Recording for (unlimited) sales and profit, which can be distributed on various kinds of recording media including, but not limited to compact discs, DVDs, VHS videos, digital downloads, record sales, and other forms of physical media. 

The “Instrumental” is not to be reverse engineered, transformed, chopped, remixed, or heavily altered from the original “Instrumental” that was received. However, it is permissible to make adjustments such as to intro verse and chorus length, the overall length, cue points for the beginning and ending and use of “cleared” 3rd party samples (See clearing of samples below) in conjunction with the “Instrumental”. 

Lyrical content must be synchronized with the "Instrumental" in the Master Recording before being made available and or used for commercial or non-commercial purposes. 

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

Video Streaming | Audio Streaming: 

The "Instrumental" may be used for unlimited videos with limited synchronization rights for unlimited non-monetized video streams (i.e. YouTube, Vimeo) and unlimited monetized audio streams (i.e. Spotify, Rhapsody, Apple Music, Pandora).

Broadcast Rights:

The Licensor grants to Licensee broadcasting rights up to Unlimited Radio Stations. 

Live Performance: 

The Licensee may use the "Instrumental" at clubs, concerts, theaters, churches, ball games or any other public setting for unlimited free non-profit generating and unlimited paid live performances, as long as the "Instrumental" is accompanied by the Licensee's vocals in such form as rapping, singing, spoken word, poem recital or other means of voice-over accompaniment. 

Term of Use: 

The term of use will begin the day the “Instrumental” is downloaded by the Licensee and will be effective (indefinitely) from such date. During the term of this Unlimited License, the Licensee has the option to purchase the Exclusive Rights License if available. If the Exclusive Rights License has already been sold, the Licensee retains the right to continue use of the "Instrumental" (indefinitely) that predated the sold Exclusive Rights License. 

Uses Not Permitted: 

The Licensor expressly forbids editing, resale and distribution of the original "Instrumental", either as it exist or any modification thereof. 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 (i.e. Record Label, Production Company, Producer) for use in any competitive product. 

Distribution and or use of the “Instrumental” is not permitted by means of Television Broadcast, Video Games, On-hold & In House Background Music, or Film Soundtracks. 

Copyright & Ownership: 

The Licensor maintains 100% full rights (copyright and ownership) of the "Instrumental", and can continue to sell it to other customers until the Exclusive Rights have been sold. The Licensee has neither the right nor authority to sell or license the rights to the “Instrumental” whether in whole or in part to any other party. 

Credit: 

Licensee must give production credit to the Licensor by including (“Prod. 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 LP’s, CD's, CD covers, Cassette tapes, Cards, Mix-tapes, Websites, etc. Credit can also be given verbally (i.e. Recorded vocals on the Master Recording). Licensee must contact and inform Licensor of CD or record sales if the Master Recording made using the "Instrumental" exceeds a gross revenue of over $1,000,000.  The Licensor reserves the right to keep an audio signature (voice tag) within the “Instrumental”. 

Writer’s Share Split: 

The Licensor must receive writer’s credit for the "Instrumental" as Darrin LeVon Swafford when the Licensee directly or indirectly registers the published work (Master Recording) with a Performing Rights Organization (i.e. ASCAP, BMI) that was recorded using the “Instrumental”. 

The Writer’s Share Split shall be 50% for the Licensee and 50% for Darrin LeVon Swafford. 

Indemnification: 

Licensee agrees to Indemnification as explained by Deleswa Productions website terms of use at beatzville.com/terms, concerning any and all liability, damage, loss, including but not limited to any claims, expenses or fees resulting from a breach of this agreement by the licensee. 

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 3rd party samples used with the “Instrumental” (if any), and 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 downloading associated audio file(s) and receiving this license agreement, the Licensee agrees to all terms stated herein and is therefore granted an Unlimited License to use the downloaded "Instrumental".