Beatzville

THIS AGREEMENT, made and entered into on this date [ %ORDER_DATE% ] of downloading "%BEAT_NAME%" the (“Instrumental”) serves as a legally binding contract between Deleswa Productions the ("Licensor") and [ %CLIENT_NAME% ] the (“Licensee”). This agreement grants the Licensee a (Non-Exclusive) Unlimited Premium license to use the downloaded “Instrumental”. 

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

Unlimited Premium license Download: 

Entitles Licensee to a high quality WAV file. The Stem Track-out (if available) will be sent in a separate email with license agreement via secure download link. 

Master Recording | Distribution: 

Licensee is hereby granted a (Non-Exclusive) Unlimited Premium 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”. 

Audio Streaming | Video Streaming: 

The Master Recording may be used for unlimited non-monetized and monetized audio streams (i.e. Spotify, Rhapsody, Apple Music, Pandora). 

The Master Recording may also be used for unlimited non-monetized and monetized video streams (i.e. YouTube Music). 

YouTube Content ID: 

YouTube Content ID is a system that is in place on YouTube to help copyright owners monetize from other content creator videos that use the copyright owners content (i.e. beats, music, instrumentals) in their video. 

And due to YouTube Content ID algorithms, terms, and conditions, the licensed “Instrumental” used in the Master Recording(s) must be exclusively owned (not exclusively licensed) to Opt-In, qualify for, and monetize from the YouTube Content ID Program. The same applies to other video streaming platforms (i.e. Vimeo, Facebook, Instragram, TikTok) that may be governed by the same or simliar terms and conditions concerning video streaming and monetization. 

Broadcast Rights: 

The Licensor grants to Licensee up to unlimited radio stations & broadcasts. 

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 Premium 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 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 Licensee is not required to pay the Licensor royalties or any income from the released Master Recording. However, 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. 

The Licensors PRO information is shown below for convenience: 

PRO: ASCAP | NAME: SWAFFORD DARRIN LEVON | IPI: 856826886 

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: 

This Unlimited Premium license constitutes the entire agreement between the parties. 

This Agreement shall be construed in accordance with the law of the United States. 

By downloading associated audio file(s) and receiving this license agreement, the Licensee agrees to all terms stated herein and is therefore granted a (Non-Exclusive) Unlimited Premium license to use the downloaded "Instrumental".