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LEASE / PREMIUM LEASE TERMS AND CONDITIONS:
***Regardless If you've purchased a licence or not, you cannot register your song on BMI/ASCAP or any other Content ID system unless you've purchased an exclusive license.***
This License agreement is made on (“Effective Date”) by and between me (“Licensee”) and (Profetesa Beats) (“Licensor”). Licensor warrants that it controls the mechanical rights in and to the musical work (“Composition”) being sold to Licensee as of and prior to the Effective Date. The Licensee and Licensor have agreed to the following terms:
1. Master Use. The Licensor hereby grants to Licensee a non-exclusive License to record vocal synchronization to the Composition partly or in its entirety and substantially in its original form (“Master Recording”).
2. Mechanical Rights. The Licensor hereby grants to Licensee a non-exclusive License to use Master Recording in the reproduction, duplication, manufacture, and distribution of phonograph records, cassette tapes, compact disks, internet downloads, other and miscellaneous audio and digital recordings, and any lifts and versions thereof (collectively ,“Recordings”) worldwide for up to the pressing or selling a total of two thousand (2,000) copies of such Recordings or any combination of such Recordings. Additionally, Licensor shall be permitted to distribute unlimited internet downloads for non-profit and non-commercial use.
3. Performance Rights. The Licensor hereby grants to Licensee a non-exclusive License to use the Master Recording in unlimited non-profit performances, shows, or concerts. The Licensee is also permitted to earn up to one thousand ($1,000) US Dollars in compensation or ticket sales using the Master Recording in said performances.
4. Synchronization Rights. The Licensor hereby grants to Licensee a non-exclusive License to copy, perform, edit and/or loop portions of, record on film, video, digital animations, and video games (collectively, “Projects”) and use the Master Recording in synchronization or timed relation with the productions intwo (2) Projects.
5. Broadcast Rights. The Licensor hereby grants to Licensee a non-exclusive license to broadcast or air the Master Recording on two (2) radio stations or through two (2) station channels, respectively.
6. Credit. Licensee shall acknowledge the original authorship of the Composition appropriately and reasonably in all media and performance formats by acknowledging the relevant author - Profetesa Beats - in writing where possible and vocally otherwise. Where a project is commercially released and registered with a performance rights organisation, Licensor shall be acknowledged as a Writer.
7. Sampling. The Licensee agrees that the Composition is purchased as a “Work Made for Hire” whereby the clearing of any sampled materials is the responsibility of Licensee.
8. Compensation. Payment for this License is non-refundable. If the Licensee fails to account to the Licensor, timely and complete the payments provided for hereunder, the Licensor shall have the right to terminate this License upon written notice to the Licensee. Such termination shall render the recording, manufacture and/or distribution of Recordings for which monies have not been paid subject to and actionable as infringements under applicable law.
9. Term. Executed by the Licensor and the Licensee, this License agreement is to be effective as for all purposes as of the Effective Date and shall not expire. In the event that an exclusive license is sold by Licensor to the Composition, the terms of this agreement shall be upheld.
10. Indemnification. Licensee agrees to indemnify and hold Licensor harmless from and against any and all claims, losses, damages, costs, and expenses, including, without limitation, reasonable attorneys’ fees, arising out of or resulting from a claimed breach of any of Licensee’s representations, warranties or agreements hereunder.
11. Miscellaneous. This License is non-transferable and is limited to the Composition specified, constitutes the entire agreement between the Licensor and the Licensee relating to the Composition, and shall be binding upon both Licensor and Licensee and their respective successors, assigns, and legal representatives.
12. Governing Law. This License is governed by and shall be construed under the laws of the Licensor’s resident country (Slovenia), without regard to the conflicts of laws and principles thereof.
UNLIMITED LEASE TERMS AND CONDITIONS for instrumental
Regardless If you've purchased a licence or not, you cannot register your song on BMI/ASCAP or any other Content ID (youtube ID, Shazam) system unless you've purchased an exclusive license.
- License Fee: The Licensee to 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
2. Delivery of the Beat:
a. Licensor agrees to deliver the Beat as a high quality mp3, WAV, and “tracked out”
files, as such terms are understood in the music industry.
b. 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 address Licensee provided to Licensor.
3. 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.
4. Use of the Beat:
a. In consideration for Licensee’s payment of the License Fee, the Producer hereby
grants Licensee a limited non-exclusive, nontransferable 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.
b. 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 NONEXCLUSIVE 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.
i. The New Song may be used for any promotional purposes, including but not
limited to, a release in single format, for inclusion in a mixtape or free
compilation of music bundled together (EP or album), and/or promotional,
non-monetized digital streaming;
ii. Licensee may perform the song publicly, 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.);
iii.The Licensee may use the New Song in synchronization with one (1)
audiovisual work 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;
iv. The Licensee may make the New Song available for sale in physical and/or
digital form on an unlimited basis. 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.
c. 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.
5. 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 that Licensee may
not transfer or assign any of its rights hereunder to any third-party;
b. Licensee shall not synchronize, or permit third parties to synchronize, the Beat or
New Song with any audiovisual works EXCEPT as expressly provided for and
pursuant to Paragraph 4(b)(iii) of this Agreement for use in one (1) Video. 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. 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 person who is 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 take down
notice from a third party who also received a non-exclusive license to use the Beat in
a New Song. The Beat has already been tagged for Content Identification (as that
term is used in the music industry) by Producer as a pre-emptive measure to protect
all interested parties in the 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.
f. As applicable to both the underlying composition in the Beat and to the master
recording of the Beat: (i) The parties acknowledge and agree that the New Song is a
“derivative work”, as that term is used in the United States Copyright Act; (ii) As
applicable to the Beat and/or the New Song, there is no intention by the parties to
create a joint work; and (iii) 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 thirdparty licensees.
6. Ownership:
a. The Producer is and shall remain the sole owner and holder of all right, 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. The
aforementioned right to register the New Song and/or the Beat shall be strictly
limited to Producer. Licensee will, upon request, execute, acknowledge and deliver to
Producer such additional documents as Producer may deem necessary to evidence
and effectuate Producer’s rights hereunder, and Licensee hereby grants to Producer
the right as attorney-in-fact to execute, acknowledge, deliver and record in the U.S.
Copyright Office or elsewhere any and all such documents if Licensee shall fail to
execute same within five (5) days after so requested by Producer.
b. 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.
i. 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/split between them as follows:
c. 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/split between them as follows:
i. You shall own and control Fifty Percent (50%) of the so-called “Writer’s
Share” of the underlying composition.
ii. Producer shall own and control Fifty Percent (50%) of the so-called “Writer’s
Share” of the underlying composition.
iii.Producer shall own, control, and administer One Hundred Percent (100%) of
the so-called “Publisher’s Share” of the underlying composition.
In the event that Licensee wishes register his/her interests and rights to the underlying composition
of the New Song with their Performing Rights Organization (“PRO”), Licensee must
simultaneously identify and register the Producer’s share and ownership interest in the composition
to indicate that Producer wrote and owns 50% of the composition in the New Song and as the owner of 100% of the Publisher’s share of the New Song.
d. Licensee shall be deemed to have signed, affirmed and ratified its acceptance of the
terms of this Agreement by virtue of its payment of the License Fee to Licensor and
its electronic acceptance of its terms and conditions at the time Licensee made
payment of the License Fee.
7. Mechanical License: If any selection or musical composition, or any portion thereof,
recorded in the New Song hereunder is written or composed by Producer, in whole or in
part, alone or in collaboration with others, or is owned or controlled, in whole or in part,
directly or indirectly, by Producer or any person, firm, or corporation in which Producer has
a direct or indirect interest, then such selection and/or musical composition shall be
hereinafter referred to as a “Controlled Composition”. Producer hereby agrees to issue or
cause to be issued, as applicable, to Licensee, mechanical licenses in respect of each
Controlled Composition, which are 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 of that rate for albums and/or
EPs. For license 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 that this
agreement has been entered into.
8. Credit: Licensee shall have the right to use and permit others to use Producer’s approved name, approved likeness, and other approved identification and approved biographical
material concerning the Producer solely for purposes of trade and otherwise without
restriction solely in connection with the New Song recorded hereunder. Licensee shall use
best efforts to have Producer credited as a “producer” and shall give Producer appropriate
production and songwriting credit on all compact discs, record, music video, and digital
labels or any other record configuration manufactured which is now known or created in the
future that embodies the New Song created hereunder and on all cover liner notes, any
records containing the New Song and on the front and/or back cover of any album listing the
New Song and other musician credits. Licensee shall use its best efforts to ensure that
Producer is properly credited and Licensee shall check all proofs for accuracy of credits, and
shall use its best efforts to cure any mistakes regarding Producer's credit. In the event of any
failure by Licensee to issue credit to Producer, Licensee must use reasonable efforts to
correct any such failure immediately and on a prospective basis. Such credit shall be in
substantial form: “Produced by Profetesa Beats”.
9.The name of producer will be added and tagged (@Profetesa Beats) in the title of the youtube clip.
10. Breach by Licensee:
a. Licensee shall have five (5) business days from its receipt of written notice by
Producer and/or Producer’s authorized representative to cure any alleged breach of
this Agreement by Licensee. Licensee’s failure to cure the alleged breach within five
(5) business days shall result in Licensee’s default of its obligations, its breach of this
Agreement, and at Producer's sole discretion, the termination of Licensee’s rights
hereunder.
b. 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, collected by, or received by Licensee, or any third party on its
behalf, in connection with such unauthorized commercial exploitation of the Beat
and/or New Song.
c. Licensee recognizes and agrees that a breach or threatened breach of this Agreement
by Licensee give rise to irreparable injury to Producer, which may not be adequately
compensated by damages. Accordingly, in the event of a breach or threatened breach
by the Licensee of the provisions of this Agreement, Producer may seek and shall be
entitled to a temporary restraining order and preliminary injunction restraining the
Licensee from violating the provisions of this Agreement. Nothing herein shall
prohibit Producer from pursuing any other available legal or equitable remedy from
such breach or threatened breach, including but not limited to the recovery of
damages from the Licensee. The Licensee shall be responsible for all costs, expenses
or damages that Producer incurs as a result of any violation by the Licensee of any
provision of this Agreement. Licensee’ obligation shall include court costs, litigation
expenses, and reasonable attorneys' fees.
11. Warranties, Representations and Indemnification:
a. Licensee hereby 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.
b. Producer warrants and represents that he has the full right and ability to enter into
this agreement, and is not under any disability, restriction, or prohibition with respect
to the grant of rights hereunder. Producer warrants that the manufacture, sale,
distribution, or other exploitation of the New Song hereunder will not infringe upon
or violate any common law or statutory right of any person, firm, or corporation;
including, without limitation, contractual rights, copyrights, and right(s) of privacy
and publicity and will not constitute libel and/or slander. Licensee warrants that the
manufacture, sale, distribution, or other exploitation of the New Song hereunder will
not infringe upon or violate any common law or statutory right of any person, firm,
or corporation; including, without limitation, contractual rights, copyrights, and
right(s) of privacy and publicity and will not constitute libel and/or slander. The
foregoing notwithstanding, Producer undertakes no responsibility whatsoever as to
any elements added to the New Song by Licensee, and Licensee indemnifies and
holds Producer harmless for any such elements. Producer warrants that he did not
“sample” (as that term is commonly understood in the recording industry) any
copyrighted material or sound recordings belonging to any other person, firm, or
corporation (hereinafter referred to as “Owner”) without first having notified
Licensee. Licensee shall have no obligation to approve the use of any sample thereof;
however, if approved, any payment in connection therewith, including any associated
legal clearance costs, shall be borne by Licensee. Knowledge by Licensee that
“samples” were used by Producer which were not affirmatively disclosed by
Producer to Licensee shall shift, in whole or in part, the liability for infringement or
violation of the rights of any third party arising from the use of any such “sample”
from Producer to Licensee.
c. Parties hereto shall indemnify and hold each other harmless from any and all third
party claims, liabilities, costs, losses, damages or expenses as are actually incurred
by the non-defaulting party and shall hold the non-defaulting party, free, safe, and
harmless against and from any and all claims, suits, demands, costs, liabilities, loss,
damages, judgments, recoveries, costs, and expenses; (including, without limitation,
reasonable attorneys' fees), which may be made or brought, paid, or incurred by
reason of any breach or claim of breach of the warranties and representations
hereunder by the defaulting party, their agents, heirs, successors, assigns and
employees, which have been reduced to final judgment; provided that prior to final
judgment, arising out of any breach of any representations or warranties of the
defaulting party contained in this agreement or any failure by defaulting party to
perform any obligations on its part to be performed hereunder the non-defaulting
party has given 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. In no event
shall Artist be entitled to seek injunctive or any other equitable relief for any breach
or non-compliance with any provision of this agreement.
12. Miscellaneous: This Agreement constitutes the entire understanding of the parties
and is intended as a final expression of their agreement 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
to be void, invalid or inoperative, such decision shall not affect any other provision hereof,
and the remainder of this agreement shall be effective as though such void, invalid or
inoperative provision had not been contained herein. No failure by Licensor hereto to
perform any of its obligations hereunder shall be deemed a material breach of this agreement
until the Licensee gives Licensor written notice of its failure to perform, and such failure has
not been corrected within thirty (30) days from and after the service of such notice, or, if
such breach is not reasonably capable of being cured within such thirty (30) day period,
Licensor does not commence to cure such breach within said time period, and proceed with
reasonable diligence to complete the curing of such breach thereafter. This agreement shall
be governed by and interpreted in accordance with the laws of the State of New York
applicable to agreements entered into and wholly performed in said State, without regard to
any conflict of laws principles. You hereby agree that the exclusive jurisdiction and venue
for any action, suit or proceeding based upon any matter, claim or controversy arising
hereunder or relating hereto shall be in the state or federal courts located in the State and
County of Slovenia. You shall not be entitled to any monies in connection with the
Master(s) other than as specifically set forth herein. All notices pursuant to this agreement
shall be in writing and shall be given by registered or certified mail, return receipt requested
(prepaid) at the respective addresses hereinabove set forth or such other address or addresses
as may designated by either party. Such notices shall be deemed given when received. A
copy of all such notices sent to Producer. Any notice mailed will be deemed to have been
received five (5) business days after it is mailed; any notice dispatched by expedited delivery
service will be deemed to be received two (2) business days after it is dispatched.
YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THIS AGREEMENT AND
HAVE BEEN ADVISED BY US OF THE SIGNIFICANT IMPORTANCE OF RETAINING
AN INDEPENDENT ATTORNEY OF YOUR CHOICE TO REVIEW THIS AGREEMENT
ON YOUR BEHALF. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE HAD
THE UNRESTRICTED OPPORTUNITY TO BE REPRESENTED BY AN
INDEPENDENT ATTORNEY. IN THE EVENT OF YOUR FAILURE TO OBTAIN AN
INDEPENDENT ATTORNEY OR WAIVER THEREOF, YOU HEREBY WARRANT AND
REPRESENT THAT YOU WILL NOT ATTEMPT TO USE SUCH FAILURE AND/OR
WAIVER as a basis to avoid any obligations under this agreement, or to invalidate this
agreement or To render this agreement or any part thereof unenforceable. This agreement
may be executed in counterparts, each of which shall be deemed an original, and said
counterparts shall constitute one and the same instrument. In addition, a signed copy of this
agreement transmitted by facsimile or scanned into an image file and transmitted via email
shall, for all purposes, be treated as if it were delivered containing an original manual
signature of the party whose signature appears thereon and shall be binding upon such party
as though an originally signed document had been delivered. Notwithstanding the
foregoing, in the event that you do not sign this Agreement, your acknowledgement that you
have reviewed the terms and conditions of this Agreement and your payment of the License
Fee shall serve as your signature and acceptance of the terms and conditions of this
Agreement.
13. THE BEATS ARE COPYRIGHTED, SO YOU WILL GET A COPYRIGHT CLAIM AFTER UPLOADING ON YOUTUBE (THIS DOES NOT EFFECT YOUR CHANNEL).
ALL YOU NEED TO DO IS SEND ME YOUR YOUTUBE LINK AND THE CLAIM WILL BE LIFTED. THIS DOES NOT APLY FOR NON-PROFIT USE.
DOES NOT APLY FOR NON-PROFIT USE