1. Definitions

1.1"Beat" means the instrumental music named on the first page, including its composition and its sound recording, produced by [the producers credited on the beat].

1.2"Producers" means every producer credited on the Beat, including Licensor.

1.3"New Song" means one new song that Licensee creates by adding original lyrics, vocals or other new material to the Beat, including the New Song's composition and its master recording.

1.4"Usage Limits" means the limits for the license Licensee bought, listed in Schedule A.

1.5"Stream" means one play of the New Song on an audio streaming service, such as Spotify, Apple Music, Amazon Music, YouTube Music, Tidal, SoundCloud or Audiomack. "Sale" means one paid download or one physical copy of the New Song. "Music Video" means one video made for the New Song.

2. License Grant

2.1After full payment, Licensor grants Licensee a non-exclusive, worldwide license, within the Usage Limits, to: (a) use the Beat to create the New Song; (b) record, reproduce, distribute, sell and stream the New Song; (c) perform the New Song in public; and (d) make and publish Music Videos for the New Song.

2.2Licensee may edit, arrange, loop or shorten the Beat to make the New Song. Licensee may not release the Beat on its own, without Licensee's new material.

2.3This license is non-exclusive. Licensor may license the Beat to other people and may sell exclusive rights to it later, as described in Section 9.

2.4Any right not clearly granted in this Agreement stays with Licensor.

3. Usage Limits and Upgrades

3.1Licensee's use of the New Song must stay within the Usage Limits, counted across all platforms and formats combined.

3.2Before going past any limit, Licensee must buy a higher license or a new license for the Beat. While the Beat is still available for licensing, Licensor will not unreasonably refuse to sell one.

3.3Any use not listed in Schedule A needs Licensor's separate written permission. This includes use in films, TV shows, advertising, video games or trailers (synchronization), and any use that promotes a product, brand or company.

4. Term

4.1This license has no time limit. It lasts as long as Licensee stays within the Usage Limits and keeps to this Agreement, unless it ends under Section 12.

5. Ownership

5.1Licensor and the Producers keep all ownership and copyright in the Beat, including its composition and its sound recording. This Agreement does not transfer ownership of the Beat to Licensee.

5.2Licensee owns the lyrics, vocals and other new material Licensee adds, and owns the master recording of the New Song, subject to the Producers' rights in the Beat and to this Agreement.

5.3Licensee may not register the Beat, or register the New Song in a way that claims ownership of the Beat, with any copyright office, rights organization or distributor.

6. Songwriting and Publishing

6.1The composition of the New Song is owned 50% by the Producers (the "Producer Share") and 50% by Licensee and Licensee's co-writers (the "Artist Share"). Each share includes the same percentage of the writer's share and of the publisher's share.

6.2The Producer Share is split equally among the Producers, unless they agree otherwise in writing. The Artist Share is split among Licensee and Licensee's co-writers as they agree.

6.3When Licensee registers the New Song with a performing rights organization (such as ASCAP, BMI, SESAC or GMR), with The MLC, or with a publishing administrator, Licensee must list the Producers with the Producer Share. Each Producer may register and collect their own share directly.

6.4Licensee keeps all income from the master recording of the New Song, such as streaming payouts, sales and video revenue, earned within the Usage Limits.

7. Producer Credit

7.1Licensee must credit the Producers as "(prod. [the producers credited on the beat])" in the title or description of every release, video and upload of the New Song, and list them as producers in the release credits wherever the platform allows it.

7.2A missing credit is not a breach if Licensee adds it within 30 days of Licensor's written notice.

8. Samples

8.1The Beat may contain samples or interpolations of recordings or songs owned by others ("Samples"). Unless Licensor confirms in writing that the Beat contains no Samples, Licensor does not promise that any Sample has been cleared.

8.2Licensee is responsible for clearing any Sample with its owners before releasing the New Song commercially, at Licensee's own cost.

8.3On request, Licensor will tell Licensee in writing whether the Beat contains a Sample and what it is, as far as Licensor knows.

8.4If Licensor confirms in writing that the Beat contains no Samples and that turns out to be wrong, Licensee may end this Agreement and receive a full refund of the price paid.

9. Exclusive Sale Later

9.1If Licensor later sells exclusive rights to the Beat, this license stays in full effect for the New Song, on the same terms and Usage Limits. Licensor will tell the exclusive buyer that earlier licenses continue.

9.2After an exclusive sale, Licensor may no longer be able to sell Licensee a higher license for the Beat.

10. Content ID and Claims

10.1Licensee may not register the Beat or the New Song with YouTube Content ID or any other audio fingerprinting or claiming system, or let a distributor do so for Licensee, because other licensees use the same Beat.

10.2If the New Song receives a claim because of the Beat, Licensor will, within 5 business days of Licensee's request with a copy of this Agreement, release the claim if it is Licensor's, and otherwise give Licensee written confirmation of this license to dispute it.

11. Restrictions

11.1Licensee may not: (a) sell, lease, share, sublicense or give away the Beat or this license; (b) release the Beat as an instrumental, in a beat pack or remix kit, or in any other form without Licensee's new material; (c) claim to be the producer or sole author of the Beat; (d) use the Beat or the New Song to train, fine-tune or test artificial intelligence or machine learning systems, or to make AI-generated music; or (e) use the Beat in content that is unlawful, or that falsely suggests Licensor endorses a person, product or cause.

12. Breach and Ending the License

12.1If Licensee breaks this Agreement, Licensor will tell Licensee by email. Licensee then has 30 days to fix it, for example by buying a higher license, adding a missing credit or removing the problem use.

12.2If Licensee does not fix it in time, Licensor may end this license by email. Licensee must then stop distributing the New Song and remove it from streaming and video platforms within 30 days. Copies already sold to fans may stay with them.

12.3Licensor may end this license only as described in this Section 12.

13. Transfer

13.1This license is personal to Licensee. Licensee may transfer it only together with all of Licensee's rights in the New Song, to a record label, distributor or company that releases the New Song, if Licensee tells Licensor in writing and the new owner agrees to this Agreement.

13.2Licensor may transfer this Agreement to a buyer or successor of Licensor's catalog. Licensee's rights continue unchanged.

14. Promises

14.1Licensor promises that Licensor made or controls the Beat (other than any Samples) and has the right to grant this license, including permission from every Producer.

14.2Licensee promises that the lyrics, vocals and other material Licensee adds are original or properly licensed, and do not infringe anyone's rights.

14.3Apart from the promises in this Agreement, the Beat and its files are provided "as is".

15. Claims and Limits of Liability

15.1Each side will defend and cover the other against claims by third parties caused by a breach of its own promises in Section 14. Licensor's promise does not cover Samples (Section 8) or material Licensee adds.

15.2Neither side is responsible for indirect, special or consequential losses, such as lost profits. Licensor's total responsibility under this Agreement is limited to the price Licensee paid for this license.

16. Delivery and Refunds

16.1The files are delivered by download right after payment. If a file is missing or damaged, Licensor will replace it, or refund the price if it cannot be replaced.

16.2Because the files are digital and delivered instantly, payment is final once any file has been downloaded, except as stated in Sections 8.4 and 16.1 or where the law requires a refund.

17. Governing Law and Disputes

17.1This Agreement is governed by the laws of the State of California and applicable United States federal law, without regard to conflict-of-law rules.

17.2Before going to court, both sides will try in good faith to settle any dispute by email for 30 days. After that, any lawsuit must be filed in the state or federal courts located in California, and both sides accept those courts' jurisdiction. Either side may use small claims court where the claim qualifies.

18. General Terms

18.1This Agreement, including the first page and Schedule A, is the whole agreement about this license and replaces anything said or written before. Changes must be agreed by both sides in writing, by email or signature.

18.2Licensee accepted this Agreement electronically by completing the purchase. Electronic records and signatures count the same as paper ones.

18.3Notices under this Agreement go by email: to Licensee at the email on the first page, and to Licensor at the contact details listed at egonbeup.com.

18.4If any part of this Agreement can't be enforced, the rest stays in effect. Not enforcing a right once does not waive it.

18.5Sections 5, 6, 8, 14, 15 and 17 continue after this license ends. The parties are independent; this Agreement does not create a partnership or employment.