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Terms and Conditions

Waveyy Beats is same as (David Settle)

 

(1) FREE DOWNLOADS – Free downloads of any beat produced by ‘Waveyy Beats aka (David Settle)’ do not include any artistic, commercial, profitable or legislative rights to the beat. Those versions are only for non-profitable use, meaning only for demonstrational tracks. You are allowed to upload tracks (recorded over free downloaded beats) on internet pages like Reverbnation, Soundcloud, Facebook, Soundclick or Youtube, etc. When being uploaded or presented (for demonstrational use only!), credit always has to be given in a written form to ‘Waveyy Beats’ (example: Beat by Waveyy Beats) (e.g. in the song description or song title). You are allowed to put the track on a free mixtape if it is for promotional use only and strictly for non-profitable purpose. If you want to put your song on an album, or manufacture physical copies, or sell your music in any form, you need to purchase at least a leasing license or higher license which is appropriate for your needs. The meaning of free downloads is to do a song for yourself, to do first pre-recordings and to see if the song works out well and is worth to make investments in one of the license types. It is not allowed to make any kind of profit with free download versions. No DVD-, no CD-, no TV-, no radio-streams or airplay allowed! No monetization of videos or any form of audio allowed. Furthermore, it is not allowed to make any changes to the beat or remove any of the used tags or blend out parts of the beat (beat-drops). Copying, distributing, uploading or ripping any audio material (e.g. beat, tag, sounds, instruments, drums, etc.) in any form other than allowed in this agreement is strictly prohibited and will not be tolerated at any time! Downloading a tagged beat does not reserve rights to the beat for any form of future licensing. The person disobeying these rules will likely face a lawsuit for copyright infringement.

 

(2) LEASING RIGHTS (MP3 Lease” and “WAV Lease) (if applicable) – Also known as non-exclusive rights, purchasing a leasing license grants the customer limited artistic, commercial and legislative rights to the corresponding beat(s) for one single profitable/commercial use (e.g. album, EP, single or mix-tape) on any physical or digital medium such as CDs, DVDs, Blu-ray Discs, LPs, Cassettes, USB-Sticks or digital sales (e.g. itunes, google-play, etc.) with a circulation of up to 3,000 sales units, all royalty-free. If this point of sale is reached and/or further sales are desired, further rights with a new sales cap need to be obtained with a new license or license upgrade (if the beat has not yet been sold with exclusive rights and is still available). If the beat is no longer available and offered for any form of licensing and/or marked as sold, license owners of any type of non-exclusive rights may upgrade their current license to the highest available non-exclusive license such as a professional lease, etc. If exclusive rights are no longer available, this does not affect license owners from being allowed to upgrade their non-exclusive license(s) to the highest form of non-exclusive license(s). Once Licensee has reached the allowed number of sales and any other limits concerning his license agreement, no more sales can be made after the sales cap is reached. Licensee expressly agrees to remove his song from any marketplaces, stores, etc. to avoid the song from being sold or monetized continuously. A Leasing rights license (non-exclusive) comes as a mixed, tag-free MP3-file or WAV-file and a contract/invoice, stating the rights of use and details of purchase. A beat can be leased to more than one person at the same time until exclusive rights are sold to the beat. Once a beat has been sold with exclusive rights, it will no longer be available for any kind of leasing and licensing, except for upgrading previously sold non-exclusive licenses to a higher non-exclusive license. Previous leasing/non-exclusive rights that have been sold before the beat is sold exclusively are not affected and stay valid until the applicable sales cap has been reached. Leasing a beat does not make the licensee the sole owner of the beat, nor does it give the licensee any administrative rights to the beat concerning legal actions against other license owners or anyone using any of the compositions offered by Waveyy Beats. The licensee is only allowed to get one profitable radio-, video- or television-airplay or to perform the song on commercial/profitable shows with a leasing rights license. For this purpose, licensee must own exclusive rights to the beat or a higher non-exclusive license such as ‘premium leasing rights’, professional leasing rights’ or ‘unlimited leasing rights’, depending on which type of use he wants to market and distribute the song(s) over the beat(s). The licensor expressly forbids resale or any other distribution of the producer’s compositions, either as they exist or any modification thereof. You (the licensee) cannot sell, loan, rent, lease, assign, remix, rearrange, remove any melodies, instruments, drum programming or transfer all or any of the products sold or the corresponding rights to another person or third party (example – Record Label, another production company, another producer, another artist), or for use in any competitive product. This excludes companies the licensee holds at least 50% of ownership. The licensee understands that the licensor maintains 100% copyright and ownership of the original instrumental composition. Licensee cannot use any beat compositions as background element in TV, Film and DVD / computer game projects without obtaining written consent and a separate license agreement. Licensee must include on all productions and products the producer’s name (Waveyy Beats). Licensee agrees to display the producer’s name in all physical media or within web presentation of a portion (e.g. pre-listening) or sum of the original instrumental composition that is being licensed in this agreement. Including but not limited to CD’s, CD covers, Cassette tapes, LP’s, Cards, etc. (Example credits: ‘Beat prod. by Waveyy Beats (David Settle)’ or ‘Music produced by Waveyy Beats(waveyybeats.com)’ … Music © 2019 All rights reserved. Used under license. Any displayed or downloadable MP3 files must include ‘Beat by Waveyy Beats’ within the file name. Furthermore, LEASING RIGHTS are subject to registrations in points (7) – (12).

 

(3) PREMIUM LEASING RIGHTS (PREMIUM Lease) (if applicable) – Same restrictions as in point (2) LEASING RIGHTS, but including the following differences: A premium lease comes as a mixed tag-free WAV-file, tag-free MP3-file and the corresponding separate track-lines in WAV-format (also known as tracked outs) along with a license agreement/receipt, stating the rights of use and details of purchase. Instead of an allowed circulation of up to 3,000 sales units for LEASING RIGHTS, premium leasing rights allow up to 10,000 total sales units. Besides these allowed sales units (physical or digital song sales) which count as 2 profitable project, the customer/licensee is allowed to use the beat(s) for 1 further profitable project, either for public performances such as profitable live shows, or for monetized (profitable) videos (e.g. Youtube, etc.). Licensee is allowed to earn up to $2000 in total through live shows or monetized videos. Licensee may split earnings for both types of public performances. Once licensee has reached the limit of his allowed sales units and allowed total earnings, and/or further sales are desired, further rights with a new sales cap need to be obtained with a new license or license upgrade (if the beat has not yet been sold with exclusive rights and is still available). If the beat is no longer available and offered for any form of licensing and/or marked as sold, license owners of any type of non-exclusive rights may upgrade their current license to the highest available non-exclusive license such as a professional lease or unlimited lease, etc. If exclusive rights are no longer available, this does not affect license owners from being allowed to upgrade their non-exclusive license(s) to the highest form of non-exclusive license(s). Once Licensee has reached the allowed number of sales and any other limits concerning his license agreement, no more sales can be made after the sales cap is reached. Licensee expressly agrees to remove his song from any marketplaces, stores, etc. to avoid the song from being sold or monetized continuously. All other terms listed in point (2) LEASING RIGHTS, which are not included in this point (3) in changed form or as an addition, count as general non-exclusive rights terms that are legally valid and relevant for Premium Leasing Rights. Furthermore, PREMIUM LEASING RIGHTS are subject to registrations in points (7) – (12).

 

(4) UNLIMITED PREMIUM LEASING RIGHTS (UNLIMITED Premium Lease) (if applicable)  – Same restrictions as in point (2) LEASING RIGHTS and point (3) PREMIUM Leasing Rights, but including the following differences: UNLIMITED Premium Leasing Rights come as a mixed tag-free WAV-file, tag-free MP3-file and the corresponding separate track-lines in WAV-format (also known as tracked outs) along with a license agreement/receipt, stating the rights of use and details of purchase. Instead of an allowed circulation of up to 10,000 sales units for LEASING RIGHTS, Unlimited Leasing Rights allow unlimited total sales units. Besides these allowed sales units (physical or digital song sales) which count as 1 profitable project, the customer/licensee is allowed to use the beat(s) for unlimited further profitable projects. Licensee may use beat composition(s) in song(s), used in public performances such as both profitable live shows and monetized (profitable) videos (e.g. youtube, etc.), as well as profitable TV- and Radio-Airplay or video/audio streams such as Spotify/Apple Music, etc. Licensee is allowed to earn up to $5,000 in total through public performances such as live shows or monetized videos. Licensee may split earnings for both types of public performances and decide himself how he wants to use his total earnings limit for the 2 types of public performances that are allowed! If licensee decides to not sell his song under use of the allowed sales units as 1 profitable project, licensee may instead double his allowed total earnings limit for public performances that is defined in his license (this results in $10,000 total earnings for Unlimited Leasing Rights through public performances). In this case Licensee waives his rights to sell his music as physical or digital copies (unit related). In terms of TV-, radio-airplay or video/audio streams, licensee is allowed to have his song played on rotation on unlimited stations total, either radio stations, TV-stations or stream-based services such as Spotify or digital internet radio-stations. Licensee is allowed to earn $10,000 in total through these allowed rotations, besides his allowed sales limits for song sales and/or public performances such as live shows or monetized videos. If licensee reaches his sales limit allowed for rotations/streams, he needs to upgrade his license to exclusive rights, if still available. If exclusive rights are no longer available to the beat(s), licensee needs to report further earnings to licensor (exceeding his allowed sales/earnings limit for rotations/streams) and pay out 50% of all further earnings, made through rotations/streams, to licensor via paypal or bank-transfer, as soon as credited to licensee’s bank account or paypal account. Licensor at this point maintains the exclusive, worldwide, and unlimited right, to dis-allow further distribution, in form of rotations/streams, at his sole discretion. Once licensee has reached the limit of his allowed sales units and allowed total earnings, and/or further sales are desired, further rights with a new sales cap need to be obtained with a new license or license upgrade (if the beat has not yet been sold with exclusive rights and is still available). If the beat is no longer available and offered for any form of licensing and/or marked as sold, license owners of any type of non-exclusive rights may upgrade their current license to the highest available non-exclusive license (if higher license is available). If exclusive rights are no longer available, this does not affect license owners from being allowed to upgrade their non-exclusive license(s) to the highest form of non-exclusive license(s). Once Licensee has reached the allowed number of sales and any other limits concerning his license agreement, no more sales can be made after the sales cap is reached. Licensee expressly agrees to remove his song from any marketplaces, stores, etc. to avoid the song from being sold or monetized continuously. All other terms listed in point (2) LEASING RIGHTS and point (3) PREMIUM LEASING RIGHTS, which are not included in this point (5) in changed form or as an addition, count as general non-exclusive rights terms that are legally valid and relevant for Unlimited Leasing Rights. Furthermore, UNLIMITED LEASING RIGHTS are subject to registrations in points (7) – (12).

 

(5) EXCLUSIVE RIGHTS (if applicable) – The purchase of exclusive rights grants the customer full artistic and commercial rights to the purchased beat. There is no sales cap related to exclusive rights, exclusive rights have no expiration date and come with an unlimited lifespan. Furthermore, beats purchased with exclusive rights will no longer be offered for sale in any one of our stores and marketplaces! (current non-exclusive rights licensees may still use their license and have the option to renew their non-exclusive license, upgrade to a higher non-exclusive license or down-grade to a lower non-exclusive license, without any terminability). An exclusive rights purchase comes as a mixed tag-free WAV-file, a mixed MP3-file and the corresponding separate in WAV-format (also known as tracked outs) along with a license agreement/receipt, stating the rights of use and details of purchase. Licensee is allowed to sell his song over the beat-composition without any sales limitation or sales cap, worldwide and throughout the universe, without terminability, in any commercial/profitable form, and/or transfer the rights to his song over the beat, to another party such as Record Labels, another production company and another artist, but never the rights to the beat-composition itself for a standalone beat-composition product. Licensee can use song(s) over beat compositions as background element in TV, Video, Film and DVD / computer game projects without obtaining written consent and/or another license agreement. Once a beat has been sold with exclusive rights, it will no longer be available for any kind of future sale/licensing. Previous non-exclusive rights being sold before the beat has been sold exclusively are not affected hereby and stay valid until the sales cap has been reached. License owners of non-exclusive rights may upgrade their current non-exclusive license to a higher or lower non-exclusive license (if available). It is therefore possible that a beat has been leased several times before exclusive rights are sold. Once exclusive rights are sold, the beat(s) will be marked as ‘sold’ and any possible download and licensing option will be removed. Upon request, a sold beat may be removed from any website and marketing space where it has been offered for sale by the licensor, if licensor agrees to. This excludes demonstrational videos (e.g. youtube, etc.) or demonstrational audio material used in intros, animations or as background music. Licensee is not allowed, nor has the authority, to dis-allow/forbid other non-exclusive license-owners any use of the beat-composition(s) for commercial/profitable purpose or take legal actions against non-exclusive license owners. The licensor expressly forbids re-sale or other distribution of the producer’s beat-composition, either as they exist or any modifications thereof for use in any competitive product, nor can licensee transfer his rights to the beat-composition to a third party if it’s not a full song with artist’s/licensee’s own vocals or at least lyrics. The licensee understands that the licensor maintains 100% copyright and ownership of the original instrumental composition and that licensee buys exclusive sales rights and rights of use to the beat-composition(s) but not the intellectual property itself. This is necessary and entitles licensor to maintain the administrative and legislative rights to the beat-composition, in order to be able to ensure non-exclusive license owner’s administrative guidance and license-warranties. Licensee must include on all productions, products and any medium the producer’s name (Waveyy Beats). Licensee agrees to display the producer’s name in all physical media or within web presentation of a portion (e.g. pre-listening) or sum of the original instrumental composition that is being licensed in this agreement. Including but not limited to CD’s, CD covers, Booklets, Cassette tapes, LP’s, Cards, Cases, Boxes, etc. (Example credits: ‘Beat prod. by Waveyy Beats (David Settle)’ or ‘Music or Beat produced by Waveyy Beats (waveyybeats.com)’ … Music © 2019 All rights reserved. Used under license. Any displayed or downloadable files such as MP3-files must include ‘Beat by Waveyy Beats’ within the file name. Furthermore, EXCLUSIVE RIGHTS are subject to registrations in point (7) – point (12).

 

(7) CREDIT AGREEMENT – Credit must always be given to ‘Waveyy Beats (David Settle)’ in written form, for example ‘Beat by Waveyy Beats (waveyybeats.com)’. By making a purchase of any kind or downloading demo beats, tagged beats, etc. or any similar content, the customer declares that he will give credit to the producer where possible in a written form (cd cover/booklet, song or video descriptions, youtube videos, file-names, mixtapes, albums, singles, remixes, social network pages such as facebook, music sites such as soundcloud, reverbnation, etc.). Proper credit is given as follows: (Example credits: ‘Beat prod. by Waveyy Beats (David Settle)’ or ‘Beat by Waveyy Beats (www.waveyybeats.com)’ … Music © 2019 All rights reserved. Used under license. Any displayed or downloadable files such as mp3s, wav files, etc. must include ‘Beat by Waveyy Beats’ within the file name. If beat-composition(s) and/or licensed material contain(s) any pre-recorded and mixed/embedded hook(s) (also known as chorus) by an artist (singer/rapper), the name of the artist is listed and can be found in the filename(s) or purchased items and on our website. If there is doubt about an artist’s name, you, the licensee or person entering into this agreement bound to the terms and conditions, has the responsibility to contact us for this information. In case a beat-composition contains such (a) hook(s), all credit as needed for ‘Waveyy Beats (David Settle)’ is also needed to be given in written form as follows (‘Hook by Artistname’ or ‘featuring Artistname’). All hooks come royalty free as Waveyy Beats (David Settle) owns full commercial/profitable rights to them. Beats with hooks being displayed as ‘instrumentals wth hooks’ are treated just like all other beat-compositions in regards of licensing and registrations in the terms & conditions. All artists that may be appearing on beats and performing hooks have been paid upfront for their work as ‘work for hire’ and are legally qualified to enter into this agreement without further agreement(s). No further license documentation by Waveyy Beats (David Settle) is required for proof of legal correctness.

 

(8) PAYMENTS – Waveyy Beats (David Settle) accepts PayPal, Major Credit Card Payments, Western Union and Bank transfers. All payments are to be paid or are paid upfront before delivery of the product. E.g. this means at the same time that services or products by Waveyy Beats (David Settle) will only be delivered after receiving the payment(s), never upfront. Payments that are still pending and not being credited yet need to be credited first before delivery! Payment plans for services and products, can be set up individually. A verbal or written separate individual agreement therefore is necessary. Payment plans can vary from 2-6 payment steps, at least ¼ of the total price of the service(s)/product(s) needs to be paid upfront as a down-payment. If the customer does not fulfil his payment-plan obligations and does not complete the payment plan or keep up with the agreed payment rates and dates, there will be no refund of any payments made, due to the administrative work and possible financial losses. The beat will become available again for sale and the customer will keep a professional lease to the concerned beat(s), in case the payment(s) he made, cover at least the amount necessary for this type of license! Beats that are being paid with payment plans will be put and marked ‘on hold’ on our website(s) and marketplaces, and may no longer be sold with exclusive rights, but may still be leased to multiple customers at the same time until the last payment step of the payment plan has been completed and the total amount of all items/services/products has been paid off. In case of a money-refund by any of the parties, the issued contract becomes invalid. Payments that are in any form held, refunded, cancelled or incorrect, by any of the parties, result that the issued contract(s)/license agreement(s) and all of the granted rights therein become invalid and reversed.

 

(9) PUBLIC PERFORMANCES (Shows/Videos/Streams/Radio-and TV-airplay) – Public performances are ‘live shows’, ‘live video streams’, ‘videos’, ‘audio streams’, ‘radio airplay’, tv airplay’ and ‘film music’ either as just music (standalone) or music in a movie, tv- or video-commercial, spot, etc. Non-profitable live performances or public performances (non-profitable live shows, non-profitable video streams, non-profitable audio streams) are allowed for any license type, without limitation in amount of performances. Profitable performances are only allowed with PREMIUM leasing rights, UNLIMITED Leasing Rights, and/or EXCLUSIVE rights. See appropriate/specific license description and terms. The only license allowing unlimited public performances of any kind, is UNLIMITED leasing rights and/or EXCLUSIVE rights. TV- and radio-airplay or streams are only allowed for professional leasing rights, unlimited leasing rights and/or exclusive rights. Profitable live shows or monetized videos are allowed for any license higher than standard leasing rights (see restrictions in points 2-7). All profitable public performances as well as allowed sales units, if applicable for license type, are royalty-free, this means licensee keeps 100% earnings/profits made – exception: rules for rotations/streams as defined in point (4) UNLIMITED LEASING RIGHTS.

 

(10) YOUTUBE VIDEOS (Content ID) – The licensor maintains the unlimited, worldwide rights to register his beat-compositions with a Content-ID program/institution such as TuneCore, etc. (if you have questions about Content ID or Tunecore, please google ‘Content ID’ and ‘TuneCore’) and be the sole administrator of youtube rights using such a Content ID program. This is necessary and entitles licensor to maintain the administrative and legislative rights to the beat-composition, in order to be able to ensure non-exclusive and exclusive license owner’s administrative guidance and license-warranties. The main purpose is to stop people from stealing beats and using/monetizing them in videos without owning a license. What TuneCore does is scan youtube videos for audio material produced by Waveyy Beats (David Settle) and automatically sends a copyright claim, which blocks your videos from monetization temporarily. Don’t worry! This claim is more a notification and will NOT harm your channel or video, nor does it force you to take down the video(s), the only thing it does, is disable the monetization option temporarily. Your video will keep playing without any other limitations. Anyone using free downloads and tagged demo downloads in videos on youtube can ignore this copyright notification as it doesn’t stop your video from playing and monetization wouldn’t be allowed for non-licensed beats at all (if monetization is desired, you can purchase a unlimited premium leasing rights license or higher if beat is still available). IMPORTANT! – All license owners need to send us their link(s) to their video(s) and details of purchase so we can put their video(s) on the whitelist and remove the copyright claim within 24 hours please send details/links to: info@waveyybeats.com including your full name, link to video(s) and/or email address used for purchase. This is the exact message you might receive: Due to a copyright claim, you are no longer monetizing the following YouTube video. It is still playable on YouTube, but the copyright owner could choose to show ads on it. It may therefore be possible that you receive a copyright claim on youtube videos, even if you own a license. As listed above, please follow the instructions written in bold! Using a Content ID program is the only way we can assure that only people with an appropriate beat-license are monetizing their videos rightfully and legally on youtube. It also protects your videos from receiving fraudulent claims by third parties that claim to own the administrative rights to the beats. If you have any questions concerning this issue, feel free to contact us anytime via email and we will respond in 24 business hours.

 

(11) DELIVERY – Products, files and documents are delivered electronically via an automatic system if purchased via our instant delivery store, and also manually within a delivery time frame of 24 business hours if purchased any other way. All products, files and documents are delivered electronically via e-mail as download links, hosted through a file-sending service such as sendspace.com, license agreement(s) may be sent as attached pdf-file(s). No tangible/physical copies will be delivered via postal mail for non-exclusive rights licenses, upon request, we send tangible/physical copies in form of a printed license-agreement/receipt and a CD/DVD containing the files to the product(s) via postal mail, in case it’s an exclusive rights purchase or custom beat production. Please check your spam and junk folders if you don’t find our e-mails in your inbox. Make sure you don’t block pop-up windows in your browser or links in your email provider/software. If links are not clickable, copy and paste the link(s) in the address bar of your browser. If you experience any issues with download links, please try a different browser or computer/device. Most mobile phones and devices are not capable of downloading and saving files, in order to download the files/documents properly, please use a desktop computer such as a PC, Mac, Laptop or Macbook.

 

(12) GENERAL TERMS AND CONDITIONS – The license agreement(s) do not need to be signed by the customer(s)/licensee(s) and automatically become legally valid and active with purchase (payment needs to be fully credited) and receipt of purchased items. As displayed on our website, customer automatically agrees to all registrations/content that are listed in the terms & conditions and enters this agreement with purchase. By making a payment, the customer (licensee) declares that he is fully aware of the entire content listed in the terms and conditions, he fully accepts and agrees to them. In case of possible changes in any of the listed points, or should one point become invalid or adjusted, all other points in the terms and conditions stay unaffected and are still valid. Previously sold licenses and granted rights stay unaffected by future changes to the terms and conditions. Waveyy Beats or (David Settle) has the legal right, but never the duty, to re-buy exclusive rights from the current exclusive rights license holder, for any amount of money, if the exclusive rights license holder agrees to it and wants to re-sell his exclusive rights back to the licensor. Interested parties, customers/clients, and licensees/license holders have the full responsibility to read the terms and conditions before making a purchase, and check for updates and/or changes in the terms and conditions on our website www.waveyybeats.com. Waveyy Beats (David Settle) is not obliged for addressing any changes in the terms and conditions publicly at any time or in any form. This company’s legal domicile is Seattle, Washington, USA. For any point listed in this written agreement, any restrictions thereof and the general legal relationship, US Law is applicable in any case. If a beat contains sampled material, the sample-clearing of itself needs to be done by the customer(s)/licensee(s), never by Waveyy Beats (David Settle). The customer(s)/licensee(s) understand(s) that they are responsible for clearing all samples that they choose to use 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 original instrumental composition that is being licensed in this agreement. The licensee(s) understand(s) and accept(s) that he/they only paid for the production work of the producer. The licensor does not claim to have/own any rights on any sampled material. Under no circumstances is a customer/licensee allowed to re-sell the beat itself or any modifications thereof, nor transfer the rights to the beat composition in any form to a third party, except for what is listed in the applicable license descriptions (specifically point 2-6 and all other restrictions). Rights that are given to a customer are not transferable and non-refundable, if a customer/licensee features another or other artist(s), not listed as license holders in his license agreement by date of purchase, the issued rights to the beat-composition for use in licensee’s/customer’s song(s), featuring the concerned artist(s), are non-transferrable to other’s and non-splittable, for any kind of non-exclusive license(s) and remain bound strictly and solely to customer/licensee. Exclusive Rights license owners may split rights, transfer rights or share rights to the beat-composition in use of their song(s), by setting up an individual written agreement which needs licensor’s approval at his sole discretion in signed form. If any additional license agreement(s), new license agreement(s), or changes to (a) current license agreement(s), or any concerned additions/adjustments, etc. are desired, license agreement(s) or contract(s) must include these terms and conditions and refer to the points/content, listed in these terms and conditions in order to blend in with all required and necessary information/registrations for any license type, warranties, and general terms and conditions. All orders are final and cannot be changed/altered/adjusted/refunded afterwards, without licensor’s approval. No matter if exclusive rights or any other licenses are sold to a beat, Waveyy Beats (David Settle) will always be allowed to use that beat for own promotional uses, without limitation, worldwide and throughout the universe, without terminability. Therefore, all beats sold exclusively may stay on the web page or any websites and marketplaces they were offered, if licensor decides to. Download and license/purchase options to exclusively sold beats (exclusive rights) will be removed and the beat will be marked as ‘sold’ and become unavailable for any form of future licensing, except for non-exclusive license upgrading as defined in point (2) – point (6) for active non-exclusive license owners. Customer(s)/Licensee(s) may edit/alter the length of a beat, mixing/mastering of a beat (use of effects, change of volumes/levels, etc.), and general modifications, such as structure of instrumentation (separate track lines), as they see fit, as long as they own a license to the beat and do not change the sound-structure of the beat itself, so that the beat becomes unrecognizable (e.g. only using drums or only using less than 70% of the entire sounds/instruments included in the original beat composition). It is also not allowed to use any parts, melodies, instruments, sounds, drum arrangements, etc. of the original instrumental composition for use in other compositions in a competitive product (for example: remixes or sampled music/beats) without written consent and licensor’s approval. Remixes using any material of the original beat composition, or musical versions covering the original beat composition, played with live instruments (orchestra, band, etc.) are only allowed for professional leasing rights license owners (non-profitable use or as defined in their public performance rights specifications) or for exclusive rights license owners (unlimited profitable use), in both cases only with written consent or a verbal agreement and licensor’s approval. After the delivery of the beat, Waveyy Beats will be unbound of any further responsibilities and legal obligations to the customer(s)/licensee(s), and legally freed of any further duties. Musical Composition(s)/Beat(s) by Waveyy Beats (David Settle) may NOT be uploaded on any website, marketplace or distributed in any form without his permission and written consent. Waveyy Beats (David Settle) is not responsible for any other website(s), marketplace(s), companie(s) or person(s) claiming to sell his beats and owning rights to them, nor is Waveyy Beats (David Settle) legally responsible, nor liable/amenable for any damage, harm, financial losses or legal issues, caused by anybody abusing, disregarding or disrespecting the listed terms and conditions. Anyone found to be abusing and violating these terms and conditions or any other legal aspect concerning Waveyy Beats´s (David Settle’s) music, content, or physical and/or intellectual property, will likely face a lawsuit and criminal punishment and be held responsible for copyright infringement.

(13) PRIVACY POLICY / DIGITAL DOWNLOAD POLICY / LIMITATION ON LIABILITY / TRADEMARKS AND COPYRIGHTS – We do not give out your information to anyone outside of our business and it is held privately on a secure server. We do not spam or overflow your inbox and will contact you between twice to four times a month with information regarding Waveyy Beats. By signing up to our mailing list, purchasing an item from us or becoming a member, you acknowledge you are on our mailing list as a recipient of our news and updates. Of course, you may opt out and unsubscribe our newsletter at any time without need of sending us a message. All of our purchases and business activity is handled through PayPal and their secure servers or through national/international banks or institutions. Waveyy Beats (David Settle) does not see, use, or know your financial information and we never ask for it. Your information remains private, period. We are not responsible for any damages incurred by malicious attacks on the internet. All items marked for sale on this website and marketplaces we offer our products are for digital download only. We do not deliver any physical goods to you for purchases. As a result, all sales on digital downloadable goods are final and we cannot offer a refund for something we cannot take back. In rare cases of duplicate purchases, or other rare circumstances, we will match what you paid with an item of equal or similar value. Every circumstance is different and will be dependent upon review on outcomes of the situation at hand. Waveyy Beats (David Settle) and ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS AND CONTENT PROVIDERS WILL NOT BE LIABLE FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING LOSS OF REVENUE OR INCOME, PAIN AND SUFFERING, EMOTIONAL DISTRESS, OR SIMILAR DAMAGES, EVEN IF Waveyy Beats (David Settle) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Trademarks, service marks, logos, and copyrighted works appearing on this site are the property of Waveyy Beats (David Settle) or the party that provided the trademarks, services marks, logos, and copyrighted work. Waveyy Beats (David Settle) and any party that provided trademarks, service marks, logos, and copyrighted works retain all rights with respect to any of their respective trademarks, service marks, logos, and copyrighted works appearing in this site.
You can see how your contract will be here: MP3 Lease, WAV Lease, Premium Lease and Unlimited Premium. The contract prevails over the terms

All contents of this website are: Copyright 2019 Waveyy Beats aka (David Settle). All rights reserved

The following pages are language specific to each leasing option agreement

MP3 Lease

This Non-Exclusive MP3 Lease License Agreement (the “Agreement”), having been made on and effective as of (the “Effective Date”) by and between David Settle (Waveyy Beats) (the “Producer” or “Licensor”); and Licensee residing at ***** (“You” or “Licensee”), sets forth the terms and conditions of the Licensee’s use, and the rights granted in, the Producer’s instrumental music file entitled Sample Track Title (the “Beat”) in consideration for Licensee’s payment of $29.00 (the “License Fee”), on a so-called MP3 Lease basis.

This Agreement is issued solely in connection with and for Licensee’s use of the Beat pursuant and subject to all terms and conditions set forth herein.

  • 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.
  • Delivery of the Beat:
    • Licensor agrees to deliver the Beat as a high-quality MP3, as such terms are understood in the music industry.
    • 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 email address Licensee provided to Licensor.
  • 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.
  • Use of the Beat:
    • 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.
    • 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 NON-EXCLUSIVE 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.
      • The New Song may be used for any promotional purposes, including but not limited to, a release in a single format, for inclusion in a mixtape or free compilation of music bundled together (EP or album), and/or promotional, non-monetized digital streaming;
      • Licensee may perform the song publicly for-profit performances, 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.). The New Song may be played on 1 terrestrial or satellite radio stations;
      • 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;
      • The Licensee may make the New Song available for sale in physical and/or digital form and sell 3,000 downloads/physical music products and are allowed 50,000 audio streams and 50,000 video streams. 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 a 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.
    • 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.
  • 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:
    • 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;
    • The 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.
    • The 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”.
    • 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 people who are working on the New Song.
    • 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 takedown 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.
    • 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 third-party licensees.
  • Ownership:
    • The Producer is and shall remain the sole owner and holder of all rights, 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.
    • 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.
      • Notwithstanding the above, you do own the lyrics or other original musical components of the New Song that were written or composed solely by you.
      • 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:
        • Licensee, owns 50% of the writers share.
        • David Settle (Waveyy Beats), owns 50% of the writer’s share.
      • 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 to 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.
      • The 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.
  • 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 the 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.
  • 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. The licensee shall use its best efforts to ensure that Producer is properly credited and Licensee shall check all proofs for the 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 the credit to Producer, Licensee must use reasonable efforts to correct any such failure immediately and on a prospective basis. Such credit shall be in the substantial form: “Produced by Waveyy Beats”.
  • Licensor’s Option: Licensor shall have the option, at Licensor’s sole discretion, to terminate this License at any time within three (3) years of the date of this Agreement upon written notice to Licensee. In the event that Licensor exercises this option, Licensor shall pay to Licensee a sum equal to Two Hundred Percent (200%) of the License Fee paid by Licensee. Upon Licensor’s exercise of the option, Licensee must immediately remove the New Song from any and all digital and physical distribution channels and must immediately cease access to any streams and/or downloads of the New Song by the general public.
  • Breach by Licensee:
    • The 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.
    • 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.
    • 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 a 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.
  • Warranties, Representations, and Indemnification:
    • 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.
    • 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. The 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 was 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.
    • 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.
  • 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 Seattle, Washington, USA 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 Seattle, Washington, USA. 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 be designated by either party. Such notices shall be deemed given when received. A copy of all such notices sent to Producer shall be concurrently sent to info@waveyybeats.com. 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 was 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 acknowledgment 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.

WAV Lease

This Non-Exclusive WAV Lease License Agreement (the “Agreement”), having been made on and effective as of (the “Effective Date”) by and between David Settle (Waveyy Beats)  (the “Producer” or “Licensor”); and Licensee residing at ****(“You” or “Licensee”), sets forth the terms and conditions of the Licensee’s use, and the rights granted in, the Producer’s instrumental music file entitled Sample Track Title (the “Beat”) in consideration for Licensee’s payment of $49.00 (the “License Fee”), on a so-called “WAV Lease” basis.

This Agreement is issued solely in connection with and for Licensee’s use of the Beat pursuant and subject to all terms and conditions set forth herein.

  • 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.
  • Delivery of the Beat:
    • Licensor agrees to deliver the Beat as a high-quality MP3 & WAV, as such terms are understood in the music industry.
    • 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 email address Licensee provided to Licensor.
  • 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.
  • Use of the Beat:
    • 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.
    • 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 NON-EXCLUSIVE 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.
      • The New Song may be used for any promotional purposes, including but not limited to, a release in a single format, for inclusion in a mixtape or free compilation of music bundled together (EP or album), and/or promotional, non-monetized digital streaming;
      • Licensee may perform the song publicly for-profit performances, 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.). The New Song may be played on 1 terrestrial or satellite radio stations;
      • 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;
      • The Licensee may make the New Song available for sale in physical and/or digital form and sell 3,000 downloads/physical music products and are allowed 10,0000 audio streams and 10,0000 video streams. 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 a 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.
    • 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.
  • 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:
    • 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;
    • The 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.
    • The 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”.
    • 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 people who are working on the New Song.
    • 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 takedown 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.
    • 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 third-party licensees.
  • Ownership:
    • The Producer is and shall remain the sole owner and holder of all rights, 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.
    • 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.
      • Notwithstanding the above, you do own the lyrics or other original musical components of the New Song that were written or composed solely by you.
      • 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:
        • Licensee, owns 50% of the writers share.
        • David Settle (Waveyy Beats), owns 50% of the writer’s share.
      • 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 to 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.
      • The 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.
  • 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 the 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.
  • 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. The licensee shall use its best efforts to ensure that Producer is properly credited and Licensee shall check all proofs for the 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 the credit to Producer, Licensee must use reasonable efforts to correct any such failure immediately and on a prospective basis. Such credit shall be in the substantial form: “Produced by Waveyy Beats”.
  • Licensor’s Option: Licensor shall have the option, at Licensor’s sole discretion, to terminate this License at any time within three (3) years of the date of this Agreement upon written notice to Licensee. In the event that Licensor exercises this option, Licensor shall pay to Licensee a sum equal to Two Hundred Percent (200%) of the License Fee paid by Licensee. Upon Licensor’s exercise of the option, Licensee must immediately remove the New Song from any and all digital and physical distribution channels and must immediately cease access to any streams and/or downloads of the New Song by the general public.
  • Breach by Licensee:
    • The 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.
    • 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.
    • 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 a 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.
  • Warranties, Representations, and Indemnification:
    • 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.
    • 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. The 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 was 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.
    • 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.
  • 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 Seattle, Washington, USA 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 Seattle, Washington, USA. 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 be designated by either party. Such notices shall be deemed given when received. A copy of all such notices sent to Producer shall be concurrently sent to info@waveyybeats.com. 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 was 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 acknowledgment 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.

PREMIUM Lease

This Non-Exclusive Premium Lease License Agreement (the “Agreement”), having been made on and effective as of (the “Effective Date”) by and between David Settle (Waveyy Beats)  (the “Producer” or “Licensor”); and Licensee residing at ****** (“You” or “Licensee”), sets forth the terms and conditions of the Licensee’s use, and the rights granted in, the Producer’s instrumental music file entitled Sample Track Title (the “Beat”) in consideration for Licensee’s payment of $99.00 (the “License Fee”), on a so-called “Premium Lease” basis.

This Agreement is issued solely in connection with and for Licensee’s use of the Beat pursuant and subject to all terms and conditions set forth herein.

  • 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.
  • Delivery of the Beat:
    • Licensor agrees to deliver the Beat as a high-quality MP3, WAV & TRACKSTEMS, as such terms are understood in the music industry.
    • 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 email address Licensee provided to Licensor.
  • 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.
  • Use of the Beat:
    • 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.
    • 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 NON-EXCLUSIVE 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.
      • The New Song may be used for any promotional purposes, including but not limited to, a release in a single format, for inclusion in a mixtape or free compilation of music bundled together (EP or album), and/or promotional, non-monetized digital streaming;
      • Licensee may perform the song publicly for-profit performances, 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.). The New Song may be played on 1 terrestrial or satellite radio stations;
      • 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;
      • The Licensee may make the New Song available for sale in physical and/or digital form and sell 10,000 downloads/physical music products and are allowed 50,0000 audio streams and 50,0000 video streams. 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 a 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.
    • 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.
  • 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:
    • 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;
    • The 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.
    • The 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”.
    • 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 people who are working on the New Song.
    • 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 takedown 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.
    • 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 third-party licensees.
  • Ownership:
    • The Producer is and shall remain the sole owner and holder of all rights, 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.
    • 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.
      • Notwithstanding the above, you do own the lyrics or other original musical components of the New Song that were written or composed solely by you.
      • 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:
        • Licensee, owns 50% of the writers share.
        • David Settle (Waveyy Beats), owns 50% of the writer’s share.
      • 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 to 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.
      • The 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.
  • 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 the 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.
  • 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. The licensee shall use its best efforts to ensure that Producer is properly credited and Licensee shall check all proofs for the 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 the credit to Producer, Licensee must use reasonable efforts to correct any such failure immediately and on a prospective basis. Such credit shall be in the substantial form: “Produced by Waveyy Beats”.
  • Licensor’s Option: Licensor shall have the option, at Licensor’s sole discretion, to terminate this License at any time within three (3) years of the date of this Agreement upon written notice to Licensee. In the event that Licensor exercises this option, Licensor shall pay to Licensee a sum equal to Two Hundred Percent (200%) of the License Fee paid by Licensee. Upon Licensor’s exercise of the option, Licensee must immediately remove the New Song from any and all digital and physical distribution channels and must immediately cease access to any streams and/or downloads of the New Song by the general public.
  • Breach by Licensee:
    • The 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.
    • 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.
    • 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 a 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.
  • Warranties, Representations, and Indemnification:
    • 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.
    • 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. The 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 was 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.
    • 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.
  • 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 Seattle, Washington, USA 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 Seattle, Washington, USA. 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 be designated by either party. Such notices shall be deemed given when received. A copy of all such notices sent to Producer shall be concurrently sent to info@waveyybeats.com. 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 was 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 acknowledgment 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.

UNLIMITED Premium

This Non-Exclusive Unlimited Premium License Agreement (the “Agreement”), having been made on and effective as of ******(the “Effective Date”) by and between David Settle (Waveyy Beats)  (the “Producer” or “Licensor”); and Licensee residing at *****(“You” or “Licensee”), sets forth the terms and conditions of the Licensee’s use, and the rights granted in, the Producer’s instrumental music file entitled Sample Track Title (the “Beat”) in consideration for Licensee’s payment of $199.00 (the “License Fee”), on a so-called “Unlimited Premium” basis.

This Agreement is issued solely in connection with and for Licensee’s use of the Beat pursuant and subject to all terms and conditions set forth herein.

  • 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.
  • Delivery of the Beat:
    • Licensor agrees to deliver the Beat as a high-quality MP3, as such terms are understood in the music industry.
    • 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 email address Licensee provided to Licensor.
  • 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.
  • Use of the Beat:
    • 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.
    • 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 NON-EXCLUSIVE 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.
      • The New Song may be used for any promotional purposes, including but not limited to, a release in a single format, for inclusion in a mixtape or free compilation of music bundled together (EP or album), and/or promotional, non-monetized digital streaming;
      • Licensee may perform the song publicly for-profit performances, 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.). The New Song may be played on Unlimited terrestrial or satellite radio stations;
      • The Licensee may use the New Song in synchronization with ~ (Unlimited) 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;
      • The Licensee may make the New Song available for sale in physical and/or digital form and sell Unlimited downloads/physical music products and are allowed Unlimited audio streams and Unlimited video streams. 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 a 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.
    • 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.
  • 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:
    • 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;
    • The 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.
    • The 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”.
    • 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 people who are working on the New Song.
    • 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 takedown 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.
    • 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 third-party licensees.
  • Ownership:
    • The Producer is and shall remain the sole owner and holder of all rights, 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.
    • 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.
      • Notwithstanding the above, you do own the lyrics or other original musical components of the New Song that were written or composed solely by you.
      • 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:
        • Licensee, owns 50% of the writers share.
        • David Settle (Waveyy Beats), owns 50% of the writer’s share.
      • 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 to 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.
      • The 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.
  • 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 the 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.
  • 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. The licensee shall use its best efforts to ensure that Producer is properly credited and Licensee shall check all proofs for the 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 the credit to Producer, Licensee must use reasonable efforts to correct any such failure immediately and on a prospective basis. Such credit shall be in the substantial form: “Produced by Waveyy Beats”.
  • Licensor’s Option: Licensor shall have the option, at Licensor’s sole discretion, to terminate this License at any time within three (3) years of the date of this Agreement upon written notice to Licensee. In the event that Licensor exercises this option, Licensor shall pay to Licensee a sum equal to Two Hundred Percent (200%) of the License Fee paid by Licensee. Upon Licensor’s exercise of the option, Licensee must immediately remove the New Song from any and all digital and physical distribution channels and must immediately cease access to any streams and/or downloads of the New Song by the general public.
  • Breach by Licensee:
    • The 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.
    • 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.
    • 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 a 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.
  • Warranties, Representations, and Indemnification:
    • 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.
    • 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. The 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 was 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.
    • 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.
  • 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 Seattle, Washington, USA 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 Seattle, Washington, USA. 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 be designated by either party. Such notices shall be deemed given when received. A copy of all such notices sent to Producer shall be concurrently sent to info@waveyybeats.com. 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 was 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 acknowledgment 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.