Vibe License Agreement

Thank you for licensing a beat made by OMR Beats - AggaRhythms. Your business is sincerely appreciated, and best of luck and success with your endeavors. Please fill out, sign and keep this legal document for your own records. Note that this Vibe license agreement is only valid when accompanied by valid proof of purchase (such as a PayPal transaction ID or bank statement).

This ​Vibe​ LICENSE AGREEMENT is made on September 23, 2024, as evidenced by proof of purchase, by and between The Customer Name (the “Artist”, hereinafter referred to as the "Licensee"), and Christopher A. Aguilar​ ("Producer", hereinafter referred to as the "Licensor"). Licensor warrants that it controls the mechanical rights in and to the copyrighted musical work entitled (hereinafter referred to as the "Beat") as of and prior to the date first written above. The Beat, including the music thereof, was composed by ​Christopher A. Aguilar​, who is professionally known as OMR Beats - AggaRhythms. 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 shall make payment of the License Fee to Licensor on the date of this Agreement. All rights granted to Licensee by Licensor 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 high quality, so called​ “untagged”​, ​​MP3 and WAV files​, 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 address Licensee provided to Licensor as The Customer Email Address.

Term:

The Term of this Agreement shall be​ four (4) years ​and this license shall expire on the four (4) year anniversary of the Effective Date.

Use of the Beat:

In consideration for Licensee’s payment of the License Fee, the Licensor 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.”​ Licensee may create the New Song by recording his/her written lyrics over the Beat. The new song created by the Licensee which incorporates some or all of the Beat shall hereinafter 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. Licensee is not allowed to add new instrumentation to the Beat or modify the Beat without written consent of the Licensor.

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 Licensor shall continue to license the Beat upon the same or similar terms and conditions as this Agreement to other potential third-party licensees.

Distribution:

The Licensor hereby grants to Licensee a non-exclusive license to use the New Song in the reproduction, duplication, manufacture, and distribution of phonograph records, cassette tapes, compact disk, digital downloads, other miscellaneous audio and digital recordings, and any lifts and versions thereof (collectively, the "Recordings", and individually, a "Recording") worldwide for up to the pressing or selling a total of 5,000 copies of such Recordings or any combination of such Recordings.

Streaming: ​

Additionally, Licensor shall be permitted to distribute unlimited internet downloads or streams for non-profit and non-commercial use. This license allows up to 100,000 monetized audio streams to streaming sites (e.g. Apple Music, Spotify, RDIO, Rhapsody) but the New Song is ​not eligible for monetization on YouTube​.

Synchronization:

​The Licensor hereby grants limited synchronization rights for ​One (1)​​ music video streamed online (YouTube, Vimeo, etc..) for up to 1 Non-Monetized video streams on all total sites. A separate synchronization license will need to be purchased for distribution of video to Television, Film or Video Game.

Broadcasting: ​

The Licensor does not grant to Licensee any broadcasting rights whereas Radio Stations are concerned and/or regarded.

Live Performances: ​

The Licensor hereby grants to Licensee a non-exclusive license to use the New Song in UNLIMITED non-profit performances, shows, or concerts. ​Licensee is not granted the right to receive compensation from performances with this license.

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 for its rights under this provision to vest. Any sale of the Beat in its original form by Licensee shall be a material breach of this Agreement and the Licensee shall be liable to the Licensor for damages as provided hereunder.

Subject to the Licensee’s compliance with the terms and conditions of this Agreement, Licensee shall not be required to account or pay to Licensor any royalties, fees, or monies paid to or collected by the Licensee, or which would otherwise be payable to Licensor 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; 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 (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. Licensee shall not have the right to license or sublicense any use of the Beat or of the NewSong, 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 person who is working on the New Song. As applicable to both the underlying composition in the Beat and to the master recording of the Beat:

1. The parties acknowledge and agree that the New Song is a “derivative work”, as that term is used in the United States Copyright Act;

2. As applicable to the Beat and/or the New Song, there is no intention by the parties to create a joint work; and

3. 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 Licensor is and shall remain the sole owner and holder of all right, title, and interest in the Beat, including all copyrights to and in the sound recording and the underlying musical compositions written and composed by Licensor. Nothing contained herein shall constitute an assignment by Licensor 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 Licensor. Licensee will, upon request, execute, acknowledge and deliver to Licensor such additional documents as Licensor may deem necessary to evidence and effectuate Licensor’s rights hereunder, and Licensee hereby grants to Licensor 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 Licensor.

Content ID and Registration Restriction:

The Licensee is strictly prohibited from registering the New Song or any derivative of the Beat with any content identification system, service provider, music distributor, or digital aggregator (e.g., YouTube Content ID, TuneCore, CD Baby). Any attempt to register the Beat or New Song in such systems will be considered a material breach of this Agreement.

For the avoidance of doubt, Licensee does not own the master or the sound recording rights in the New Song. Licensee has 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, Licensee does own the lyrics or other original musical components of the New Song that were written or composed solely by the Licensee.

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.

Writer’s Share and Publishing Rights

With respect to the publishing rights and ownership of the underlying composition embodied in the New Song, the Licensee and the Licensor hereby acknowledge and agree that the underlying composition shall be owned/split between them as follows:

1. Licensee shall own and control Fifty Percent (50%) of the so-called “Writer’s Share” of the underlying composition. Specifically, the Lyrics.

2. Licensor shall own and control Fifty Percent (50%) of the so-called “Writer’s Share” of the underlying composition. Specifically, the Music.

3. Licensor shall own, control, and administer Fifty Percent (50%) of the so-called “Publisher’s Share” of the underlying composition embodied in the New Song.

Registering the New Song with your PRO

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 Licensor’s / Producer’s share and ownership interest in the composition to indicate that Licensor wrote and owns 50% of the composition in the New Song and as the owner of 50% of the Publisher’s share of the New Song.

Name: ​ Christopher A. Aguilar

PRO: ​BMI

IPI #​ 1028563857

Consideration:

In consideration for the rights granted under this agreement, Licensee shall pay to Licensor the agreed-upon sum and other good and valuable consideration.  Payment for License is non-refundable. If the Licensee fails to account to the Licensor, timely complete the payments provided for hereunder, or perform its other obligations hereunder, including having insufficient bank balance, the Licensor shall have the right to terminate the License upon written notice to the Licensee. Such termination shall render the recording, manufacture, and/or distribution of the New Song for which monies have not been paid subject to and actionable as infringements under applicable law, including, without limitation, the United States Copyright Act, as amended. Licensee must make reasonable efforts to maintain an accounting of all sales, including but not limited to any commercial distribution, both digital and physical. Licensee and its agents will, upon reasonable request by Licensor, make such accounting available for inspection by Licensor or its authorized representatives, who will have the right to take copies of or extracts from any records kept pursuant to this Agreement. The costs of the audit will be borne by Licensor, unless the underpayment exceeds five percent (5%), in which event Licensee will bear the costs of such audit.

Credit:

Licensee shall have the right to use and permit others to use Licensor’s (“Producer”) 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 promotion of the Track as well as compact discs, record, music video, and on the metadata and digital labels or any other record configuration manufactured which is now known or created in the future that embodies the New Song created hereunder and on all cover liner notes, any records containing the New Song and on the front and/or back cover of any album listing the New Song and other musician credits. Licensee shall use its best efforts to ensure that Producer is properly credited and Licensee shall check all proofs for accuracy of credits, and shall use its best efforts to cure any mistakes regarding Producer's credit.  In the event of any failure by Licensee to issue credit to Producer, Licensee must use reasonable efforts to correct any such failure immediately and on a prospective basis. Such credit shall be in substantial form as follows: ​[Produced by OMR Beats - AggaRhythms]​, or [Prod. by OMR Beats - AggaRhythms].

Breach by Licensee:

Licensee shall have five (5) business days from its receipt of written notice by Licensor and/or Licensor’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 Licensor'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 Licensor 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 Licensor, 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, Licensor may seek and shall be entitled to a temporary restraining order and preliminary injunction restraining the Licensee from violating the provisions of this Agreement. Nothing herein shall prohibit Licensor 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 Licensor 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.

Licensor 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.  Licensor 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 NewSong 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 rights of privacy and publicity and will not constitute libel and/or slander. The foregoing notwithstanding, Licensor undertakes no responsibility whatsoever as to any elements added to the New Song by Licensee, and Licensee indemnifies and holds Licensor harmless for any such elements.

Licensor warrants that he did not “sample” (as that term is commonly understood in the recording industry) any copyrighted material or sound recordings belonging to any other person, firm, or corporation (hereinafter referred to as “Owner”) without first having notified Licensee. Licensee shall have no obligation to approve the use of any sample thereof; however, if approved, any payment in connection therewith, including any associated legal clearance costs, shall be borne by Licensee. Knowledge by Licensee that “samples” were used by Licensor which were not affirmatively disclosed by Licensor 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 Licensor 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 Licensee be entitled to seek injunctive or any other equitable relief for any breach or non-compliance with any provision of this agreement.

Limitation of Liability:

Under no circumstances shall Licensor be liable to Licensee for any indirect, incidental, consequential, special, or exemplary damages arising out of or in connection with this Agreement, whether in contract, tort (including negligence), strict liability, or otherwise, even if Licensor has been advised of the possibility of such damages.

No Warranty:

The Beat is provided "as-is," and Licensor makes no representations or warranties of any kind, express or implied, regarding the Beat, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Licensee assumes all risks associated with the use of the Beat.

Indemnification:

Licensee agrees to indemnify, defend, and hold harmless Licensor and its agents, employees, and contractors from and against any and all claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to Licensee's use of the Beat, including any third-party claims of infringement or violation of intellectual property rights.

Right to Injunctive Relief:

Licensee acknowledges that any breach of this Agreement may cause irreparable harm to Licensor, and that monetary damages may be inadequate. Accordingly, Licensor shall have the right to seek injunctive or other equitable relief in any court of competent jurisdiction to enforce this Agreement.

Force Majeure:

Licensor shall not be liable for any delay or failure to perform its obligations under this Agreement due to any cause beyond its reasonable control, including but not limited to acts of God, war, strikes, labor disputes, government orders, or any other force majeure event.

Assignment:

This Agreement and the rights granted hereunder are personal to Licensee and may not be transferred, assigned, or sublicensed to any third party without the prior written consent of Licensor.

Severability:

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Termination:

Licensor reserves the right to terminate this Agreement immediately upon any breach of its terms by the Licensee. Upon termination, Licensee must cease all use of the Beat, including removing any public posts or distributions that include the Beat, and all rights granted under this Agreement shall revert to Licensor.

Jurisdiction:

Any legal action or proceeding arising under this Agreement shall be brought exclusively in the courts of New Mexico, USA, and the Licensee consents to the jurisdiction of such courts.

Acknowledgment and Acceptance:

By purchasing the beat, the Licensee acknowledges that they have read and understood the terms and conditions of this Vibe License Agreement. The Licensee further acknowledges that they have been advised to seek independent legal counsel regarding this Agreement and either have done so or have chosen to waive that right. The act of purchasing the beat constitutes the Licensee's agreement to and acceptance of all the terms and conditions set forth herein, and serves as the equivalent of the Licensee's signature on this Agreement.

The Licensor, by accepting the payment and delivering the beat, also agrees to the terms and conditions of this Agreement, thus entering into a binding contract with the Licensee.

Flow License Agreement

Thank you for licensing a beat made by OMR Beats - AggaRhythms. Your business is sincerely appreciated, and best of luck and success with your endeavors. Please fill out, sign and keep this legal document for your own records. Note that this Flow license agreement is only valid when accompanied by valid proof of purchase (such as a PayPal transaction ID or bank statement).

This ​Flow​ LICENSE AGREEMENT is made on September 23, 2024, as evidenced by proof of purchase, by and between The Customer Name (the “Artist”, hereinafter referred to as the "Licensee"), and Christopher A. Aguilar​ ("Producer", hereinafter referred to as the "Licensor"). Licensor warrants that it controls the mechanical rights in and to the copyrighted musical work entitled  (hereinafter referred to as the "Beat") as of and prior to the date first written above. The Beat, including the music thereof, was composed by ​Christopher A. Aguilar​, who is professionally known as OMR Beats - AggaRhythms. 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 shall make payment of the License Fee to Licensor on the date of this Agreement. All rights granted to Licensee by Licensor 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 high quality, so called​ “untagged”​, ​​MP3 and WAV files​, 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 address Licensee provided to Licensor as The Customer Email Address.

Term:

The Term of this Agreement shall be​ four (4) years ​and this license shall expire on the four (4) year anniversary of the Effective Date.

Use of the Beat:

In consideration for Licensee’s payment of the License Fee, the Licensor 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.”​ Licensee may create the New Song by recording his/her written lyrics over the Beat. The new song created by the Licensee which incorporates some or all of the Beat shall hereinafter 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. Licensee is not allowed to add new instrumentation to the Beat or modify the Beat without written consent of the Licensor.

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 Licensor shall continue to license the Beat upon the same or similar terms and conditions as this Agreement to other potential third-party licensees.

Distribution:

The Licensor hereby grants to Licensee a non-exclusive license to use the New Song in the reproduction, duplication, manufacture, and distribution of phonograph records, cassette tapes, compact disk, digital downloads, other miscellaneous audio and digital recordings, and any lifts and versions thereof (collectively, the "Recordings", and individually, a "Recording") worldwide for up to the pressing or selling a total of 10,000 copies of such Recordings or any combination of such Recordings.

Streaming: ​

Additionally, Licensor shall be permitted to distribute UNLIMITED internet downloads or streams for non-profit and non-commercial use. This license allows up to 500,000 monetized audio streams to streaming sites (e.g. Apple Music, Spotify, RDIO, Rhapsody) but the New Song is ​not eligible for monetization on YouTube​.

Synchronization:

​The Licensor hereby grants limited synchronization rights for ​One (1)​​ music video streamed online (YouTube, Vimeo, etc..) for up to 1 Non-Monetized video streams on all total sites. A separate synchronization license will need to be purchased for distribution of video to Television, Film or Video Game.

Broadcasting: ​

The Licensor hereby grants to Licensee any broadcasting rights whereas Radio Stations are concerned and/or regarded for up to 2 radio stations in combined total whether internet, terrestrial, or any other form.

Live Performances: ​

The Licensor hereby grants to Licensee a non-exclusive license to use the New Song in UNLIMITED non-profit performances, shows, or concerts. ​Licensee is hereby granted the right to receive compensation from up to 400 for-profit performances, shows, or concerts with this license.

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 for its rights under this provision to vest. Any sale of the Beat in its original form by Licensee shall be a material breach of this Agreement and the Licensee shall be liable to the Licensor for damages as provided hereunder.

Subject to the Licensee’s compliance with the terms and conditions of this Agreement, Licensee shall not be required to account or pay to Licensor any royalties, fees, or monies paid to or collected by the Licensee, or which would otherwise be payable to Licensor 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; 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 (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. Licensee shall not have the right to license or sublicense any use of the Beat or of the NewSong, 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 person who is working on the New Song. As applicable to both the underlying composition in the Beat and to the master recording of the Beat:

1. The parties acknowledge and agree that the New Song is a “derivative work”, as that term is used in the United States Copyright Act;

2. As applicable to the Beat and/or the New Song, there is no intention by the parties to create a joint work; and

3. 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 Licensor is and shall remain the sole owner and holder of all right, title, and interest in the Beat, including all copyrights to and in the sound recording and the underlying musical compositions written and composed by Licensor. Nothing contained herein shall constitute an assignment by Licensor 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 Licensor. Licensee will, upon request, execute, acknowledge and deliver to Licensor such additional documents as Licensor may deem necessary to evidence and effectuate Licensor’s rights hereunder, and Licensee hereby grants to Licensor 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 Licensor.

Content ID and Registration Restriction:

The Licensee is strictly prohibited from registering the New Song or any derivative of the Beat with any content identification system, service provider, music distributor, or digital aggregator (e.g., YouTube Content ID, TuneCore, CD Baby). Any attempt to register the Beat or New Song in such systems will be considered a material breach of this Agreement.

For the avoidance of doubt, Licensee does not own the master or the sound recording rights in the New Song. Licensee has 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, Licensee does own the lyrics or other original musical components of the New Song that were written or composed solely by the Licensee.

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.

Writer’s Share and Publishing Rights

With respect to the publishing rights and ownership of the underlying composition embodied in the New Song, the Licensee and the Licensor hereby acknowledge and agree that the underlying composition shall be owned/split between them as follows:

1. Licensee shall own and control Fifty Percent (50%) of the so-called “Writer’s Share” of the underlying composition. Specifically, the Lyrics.

2. Licensor shall own and control Fifty Percent (50%) of the so-called “Writer’s Share” of the underlying composition. Specifically, the Music.

3. Licensor shall own, control, and administer Fifty Percent (50%) of the so-called “Publisher’s Share” of the underlying composition embodied in the New Song.

Registering the New Song with your PRO

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 Licensor’s / Producer’s share and ownership interest in the composition to indicate that Licensor wrote and owns 50% of the composition in the New Song and as the owner of 50% of the Publisher’s share of the New Song.

Name: ​ Christopher A. Aguilar

PRO: ​BMI

IPI #​ 1028563857

Consideration:

In consideration for the rights granted under this agreement, Licensee shall pay to Licensor the agreed-upon sum and other good and valuable consideration.  Payment for License is non-refundable. If the Licensee fails to account to the Licensor, timely complete the payments provided for hereunder, or perform its other obligations hereunder, including having insufficient bank balance, the Licensor shall have the right to terminate the License upon written notice to the Licensee. Such termination shall render the recording, manufacture, and/or distribution of the New Song for which monies have not been paid subject to and actionable as infringements under applicable law, including, without limitation, the United States Copyright Act, as amended. Licensee must make reasonable efforts to maintain an accounting of all sales, including but not limited to any commercial distribution, both digital and physical. Licensee and its agents will, upon reasonable request by Licensor, make such accounting available for inspection by Licensor or its authorized representatives, who will have the right to take copies of or extracts from any records kept pursuant to this Agreement. The costs of the audit will be borne by Licensor, unless the underpayment exceeds five percent (5%), in which event Licensee will bear the costs of such audit.

Credit:

Licensee shall have the right to use and permit others to use Licensor’s (“Producer”) 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 promotion of the Track as well as compact discs, record, music video, and on the metadata and digital labels or any other record configuration manufactured which is now known or created in the future that embodies the New Song created hereunder and on all cover liner notes, any records containing the New Song and on the front and/or back cover of any album listing the New Song and other musician credits. Licensee shall use its best efforts to ensure that Producer is properly credited and Licensee shall check all proofs for accuracy of credits, and shall use its best efforts to cure any mistakes regarding Producer's credit.  In the event of any failure by Licensee to issue credit to Producer, Licensee must use reasonable efforts to correct any such failure immediately and on a prospective basis. Such credit shall be in substantial form as follows: ​[Produced by OMR Beats - AggaRhythms]​, or [Prod. by OMR Beats - AggaRhythms].

Breach by Licensee:

Licensee shall have five (5) business days from its receipt of written notice by Licensor and/or Licensor’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 Licensor'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 Licensor 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 Licensor, 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, Licensor may seek and shall be entitled to a temporary restraining order and preliminary injunction restraining the Licensee from violating the provisions of this Agreement. Nothing herein shall prohibit Licensor 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 Licensor 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.

Licensor 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.  Licensor 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 NewSong 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 rights of privacy and publicity and will not constitute libel and/or slander. The foregoing notwithstanding, Licensor undertakes no responsibility whatsoever as to any elements added to the New Song by Licensee, and Licensee indemnifies and holds Licensor harmless for any such elements.

Licensor warrants that he did not “sample” (as that term is commonly understood in the recording industry) any copyrighted material or sound recordings belonging to any other person, firm, or corporation (hereinafter referred to as “Owner”) without first having notified Licensee. Licensee shall have no obligation to approve the use of any sample thereof; however, if approved, any payment in connection therewith, including any associated legal clearance costs, shall be borne by Licensee. Knowledge by Licensee that “samples” were used by Licensor which were not affirmatively disclosed by Licensor 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 Licensor 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 Licensee be entitled to seek injunctive or any other equitable relief for any breach or non-compliance with any provision of this agreement.

Limitation of Liability:

Under no circumstances shall Licensor be liable to Licensee for any indirect, incidental, consequential, special, or exemplary damages arising out of or in connection with this Agreement, whether in contract, tort (including negligence), strict liability, or otherwise, even if Licensor has been advised of the possibility of such damages.

No Warranty:

The Beat is provided "as-is," and Licensor makes no representations or warranties of any kind, express or implied, regarding the Beat, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Licensee assumes all risks associated with the use of the Beat.

Indemnification:

Licensee agrees to indemnify, defend, and hold harmless Licensor and its agents, employees, and contractors from and against any and all claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to Licensee's use of the Beat, including any third-party claims of infringement or violation of intellectual property rights.

Right to Injunctive Relief:

Licensee acknowledges that any breach of this Agreement may cause irreparable harm to Licensor, and that monetary damages may be inadequate. Accordingly, Licensor shall have the right to seek injunctive or other equitable relief in any court of competent jurisdiction to enforce this Agreement.

Force Majeure:

Licensor shall not be liable for any delay or failure to perform its obligations under this Agreement due to any cause beyond its reasonable control, including but not limited to acts of God, war, strikes, labor disputes, government orders, or any other force majeure event.

Assignment:

This Agreement and the rights granted hereunder are personal to Licensee and may not be transferred, assigned, or sublicensed to any third party without the prior written consent of Licensor.

Severability:

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Termination:

Licensor reserves the right to terminate this Agreement immediately upon any breach of its terms by the Licensee. Upon termination, Licensee must cease all use of the Beat, including removing any public posts or distributions that include the Beat, and all rights granted under this Agreement shall revert to Licensor.

Jurisdiction:

Any legal action or proceeding arising under this Agreement shall be brought exclusively in the courts of New Mexico, USA, and the Licensee consents to the jurisdiction of such courts.

Acknowledgment and Acceptance:

By purchasing the beat, the Licensee acknowledges that they have read and understood the terms and conditions of this Flow License Agreement. The Licensee further acknowledges that they have been advised to seek independent legal counsel regarding this Agreement and either have done so or have chosen to waive that right. The act of purchasing the beat constitutes the Licensee's agreement to and acceptance of all the terms and conditions set forth herein, and serves as the equivalent of the Licensee's signature on this Agreement.

The Licensor, by accepting the payment and delivering the beat, also agrees to the terms and conditions of this Agreement, thus entering into a binding contract with the Licensee.

Echo License Agreement

This Echo License Agreement (the “Agreement”) is made on September 23, 2024 by and between The Customer Name (hereinafter referred to as the "Licensee"), and OMR Beats - AggaRhythms (hereinafter referred to as the "Licensor" or "Producer"). Licensor warrants that it controls the mechanical rights in and to the copyrighted musical work entitled (hereinafter referred to as the "Beat") as of and prior to the date first written above. The Beat, including the music thereof, was composed by OMR Beats - AggaRhythms. 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

This Echo License is provided at no cost to the Licensee. The Licensee is granted rights as described below, under the condition that they adhere strictly to the Free Beats Policy and other terms outlined in this Agreement.

Delivery of the Beat

Licensor agrees to deliver the Beat as a high-quality, tagged MP3 file. The tagged version is for use in non-commercial, non-profitable projects only. If the Licensee decides to purchase a license, an untagged version will be provided.

Term

The Term of this Agreement shall be four (4) years, and this license shall expire on the four (4) year anniversary of the Effective Date.

Use of the Beat

In consideration for Licensee’s use of the Free Beat, the Licensor grants Licensee a limited non-exclusive, nontransferable license to incorporate, include, and/or use the Beat in non-commercial and non-profitable projects only.

Free Beats Policy:

1. Only download the Free Beats for use in non-commercial and non-profitable projects. By offering free beats, you’ve been given the opportunity to 'Try-Before-You-Buy.' Use these to write, record, and experiment with your music. You are allowed to post the final result on your social channels or sites like YouTube or SoundCloud to see if your song is worth investing in a license. The Free versions are ‘tagged’ with a voice tag for security reasons. By purchasing a license, you will receive an untagged version regardless of the license you decide to purchase.

You are not allowed to download Free Beats for:

1. Use on mixtapes or albums

2. Use in radio and TV broadcasting or any airplay possibilities

3. Use in live performances or any other public use

4. Use in audiovisual projects, including YouTube videos, short films, or any other synchronized media

5. Any profitable projects

Disclaimer: Any unauthorized use of these Free Beats, including reselling and modification, is considered a direct violation of the Copyright Act of 1976. OMR Beats - AggaRhythms reserves the right to take legal action or pursue financial compensation as a result of any breach or violation of our 'Free Beats Policy.'

Distribution and Streaming Limits

1. The Licensee may use the Beat in non-commercial, non-profitable projects only, as described in the Free Beats Policy.

2. The Licensee is allowed to post the final result on their social channels or platforms like YouTube or SoundCloud and is granted the right to an unlimited number of non-commercial, non-profitable streams and downloads. This allowance is provided solely to enable the Licensee to monitor relevant metrics, such as audience engagement and feedback, to determine if investing in a paid license is warranted.

3. The Beat may not be used in any monetized audiovisual projects, including videos on YouTube, Vimeo, or similar platforms.

Synchronization Rights

The Licensee is not granted synchronization rights to use the Beat in any audiovisual projects under this Echo License. Any use in synchronized media requires the purchase of a proper license.

Broadcasting Rights

No broadcasting rights are granted, including terrestrial or satellite radio, TV broadcasting, or any other airplay possibilities.

Live Performances

The Licensor grants to Licensee a non-exclusive license to use the New Song in UNLIMITED non-profit performances, shows, or concerts. Licensee is not granted the right to receive compensation from performances with this license.

Ownership

1. The Licensor 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 Licensor. Nothing contained herein shall constitute an assignment by Licensor to Licensee of any of the foregoing rights.

2. Content ID and Registration Restriction: The Licensee is strictly prohibited from registering the New Song or any derivative of the Beat with any content identification system, service provider, music distributor, or digital aggregator (e.g., YouTube Content ID, TuneCore, CD Baby). Any attempt to register the Beat or New Song in such systems will be considered a material breach of this Agreement.

Credit

Licensee shall credit the Producer as follows: "Produced by OMR Beats - AggaRhythms" or "Prod. by OMR Beats - AggaRhythms." This credit must be included in any public post of the New Song on social channels or platforms like YouTube or SoundCloud.

Breach by Licensee

Any unauthorized use of the Free Beats, including reselling, modification, or use in any commercial or profitable project, shall be considered a breach of this Agreement. OMR Beats - AggaRhythms reserves the right to take legal action or pursue financial compensation as a result of any breach or violation of this Free Beats Policy.

1. Audit Rights: Licensor shall have the right to audit the Licensee's accounts and records at any time during the term of this Agreement and for a period of one (1) year thereafter to ensure compliance with the terms herein. If any such audit reveals an underpayment or any unauthorized use of the Beat, Licensee shall promptly remedy such underpayment or unauthorized use and reimburse Licensor for the costs of the audit if the underpayment exceeds five percent (5%) of the License Fee.

2. Legal Fees: In the event of any breach of this Agreement by the Licensee, the Licensee agrees to pay all costs, expenses, and damages, including but not limited to court costs, litigation expenses, and reasonable attorneys' fees, incurred by the Licensor as a result of such breach.

Limitation of Liability

Under no circumstances shall Licensor be liable to Licensee for any indirect, incidental, consequential, special, or exemplary damages arising out of or in connection with this Agreement, whether in contract, tort (including negligence), strict liability, or otherwise, even if Licensor has been advised of the possibility of such damages.

No Warranty

The Beat is provided "as-is," and Licensor makes no representations or warranties of any kind, express or implied, regarding the Beat, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Licensee assumes all risks associated with the use of the Beat.

Indemnification

Licensee agrees to indemnify, defend, and hold harmless Licensor and its agents, employees, and contractors from and against any and all claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to Licensee's use of the Beat, including any third-party claims of infringement or violation of intellectual property rights.

Right to Injunctive Relief

Licensee acknowledges that any breach of this Agreement may cause irreparable harm to Licensor, and that monetary damages may be inadequate. Accordingly, Licensor shall have the right to seek injunctive or other equitable relief in any court of competent jurisdiction to enforce this Agreement.

Force Majeure

Licensor shall not be liable for any delay or failure to perform its obligations under this Agreement due to any cause beyond its reasonable control, including but not limited to acts of God, war, strikes, labor disputes, government orders, or any other force majeure event.

Assignment

This Agreement and the rights granted hereunder are personal to Licensee and may not be transferred, assigned, or sublicensed to any third party without the prior written consent of Licensor.

Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Termination

Licensor reserves the right to terminate this Agreement immediately upon any breach of its terms by the Licensee. Upon termination, Licensee must cease all use of the Beat, including removing any public posts or distributions that include the Beat, and all rights granted under this Agreement shall revert to Licensor.

Jurisdiction

Any legal action or proceeding arising under this Agreement shall be brought exclusively in the courts of New Mexico, USA, and the Licensee consents to the jurisdiction of such courts.

Acknowledgment and Acceptance

By downloading the beat, the Licensee acknowledges that they have read and understood the terms and conditions of this Echo License Agreement. The Licensee further acknowledges that they have been advised to seek independent legal counsel regarding this Agreement and either have done so or have chosen to waive that right. The act of downloading the beat constitutes the Licensee's agreement to and acceptance of all the terms and conditions set forth herein, and serves as the equivalent of the Licensee's signature on this Agreement.

The Licensor, by offering downloading and delivery of the beat, also agrees to the terms and conditions of this Agreement, thus entering into a binding contract with the Licensee.

Mastermind License Agreement

Thank you for licensing a beat made by OMR Beats - AggaRhythms. Your business is sincerely appreciated, and best of luck and success with your endeavors. Please fill out, sign and keep this legal document for your own records. Note that this Mastermind license agreement is only valid when accompanied by valid proof of purchase (such as a PayPal transaction ID or bank statement).

This ​Mastermind​ LICENSE AGREEMENT is made on September 23, 2024, as evidenced by proof of purchase, by and between The Customer Name (the “Artist”, hereinafter referred to as the "Licensee"), and Christopher A. Aguilar​ ("Producer", hereinafter referred to as the "Licensor"). Licensor warrants that it controls the mechanical rights in and to the copyrighted musical work entitled  (hereinafter referred to as the "Beat") as of and prior to the date first written above. The Beat, including the music thereof, was composed by ​Christopher A. Aguilar​, who is professionally known as OMR Beats - AggaRhythms. 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 shall make payment of the License Fee to Licensor on the date of this Agreement. All rights granted to Licensee by Licensor 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 high quality, so called​ “untagged”​, ​​MP3 and WAV files​, as well as the Tracked Out WAV files (sometimes referred to as "STEMS"), 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 address Licensee provided to Licensor as The Customer Email Address.

Term:

The Term of this Agreement shall be​ four (4) years ​and this license shall expire on the four (4) year anniversary of the Effective Date.

Use of the Beat:

In consideration for Licensee’s payment of the License Fee, the Licensor 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.”​ Licensee may create the New Song by recording his/her written lyrics over the Beat. The new song created by the Licensee which incorporates some or all of the Beat shall hereinafter 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. Licensee is not allowed to add new instrumentation to the Beat or modify the Beat without written consent of the Licensor.

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 Licensor shall continue to license the Beat upon the same or similar terms and conditions as this Agreement to other potential third-party licensees.

Distribution:

The Licensor hereby grants to Licensee a non-exclusive license to use the New Song in the reproduction, duplication, manufacture, and distribution of phonograph records, cassette tapes, compact disk, digital downloads, other miscellaneous audio and digital recordings, and any lifts and versions thereof (collectively, the "Recordings", and individually, a "Recording") worldwide for up to the pressing or selling a total of UNLIMITED copies of such Recordings or any combination of such Recordings.

Streaming: ​

Additionally, Licensor shall be permitted to distribute UNLIMITED internet downloads or streams for non-profit and non-commercial use. This license allows an UNLIMITED number of audio streams to streaming sites (e.g. Apple Music, Spotify, RDIO, Rhapsody) but the New Song is ​not eligible for monetization on YouTube​.

Synchronization:

​The Licensor hereby grants limited synchronization rights for UNLIMITED NON-MONETIZED music video streamed online (YouTube, Vimeo, etc..) for up to UNLIMITED NON-MONETIZED video streams on all total sites. A separate synchronization license will need to be purchased for distribution of video to Television, Film or Video Game.

Broadcasting: ​

The Licensor hereby grants to Licensee any broadcasting rights whereas Radio Stations are concerned and/or regarded for up to an UNLIMITED number of radio stations in combined total whether internet, terrestrial, or any other form.

Live Performances: ​

The Licensor hereby grants to Licensee a non-exclusive license to use the New Song in UNLIMITED non-profit performances, shows, or concerts. ​Licensee is hereby granted the right to receive compensation from UNLIMITED for-profit performances, shows, or concerts with this license.

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 for its rights under this provision to vest. Any sale of the Beat in its original form by Licensee shall be a material breach of this Agreement and the Licensee shall be liable to the Licensor for damages as provided hereunder.

Subject to the Licensee’s compliance with the terms and conditions of this Agreement, Licensee shall not be required to account or pay to Licensor any royalties, fees, or monies paid to or collected by the Licensee, or which would otherwise be payable to Licensor 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; 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 (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. Licensee shall not have the right to license or sublicense any use of the Beat or of the NewSong, 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 person who is working on the New Song. As applicable to both the underlying composition in the Beat and to the master recording of the Beat:

1. The parties acknowledge and agree that the New Song is a “derivative work”, as that term is used in the United States Copyright Act;

2. As applicable to the Beat and/or the New Song, there is no intention by the parties to create a joint work; and

3. 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 Licensor is and shall remain the sole owner and holder of all right, title, and interest in the Beat, including all copyrights to and in the sound recording and the underlying musical compositions written and composed by Licensor. Nothing contained herein shall constitute an assignment by Licensor 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 Licensor. Licensee will, upon request, execute, acknowledge and deliver to Licensor such additional documents as Licensor may deem necessary to evidence and effectuate Licensor’s rights hereunder, and Licensee hereby grants to Licensor 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 Licensor.

Content ID and Registration Restriction:

The Licensee is strictly prohibited from registering the New Song or any derivative of the Beat with any content identification system, service provider, music distributor, or digital aggregator (e.g., YouTube Content ID, TuneCore, CD Baby). Any attempt to register the Beat or New Song in such systems will be considered a material breach of this Agreement.

For the avoidance of doubt, Licensee does not own the master or the sound recording rights in the New Song. Licensee has 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, Licensee does own the lyrics or other original musical components of the New Song that were written or composed solely by the Licensee.

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.

Writer’s Share and Publishing Rights

With respect to the publishing rights and ownership of the underlying composition embodied in the New Song, the Licensee and the Licensor hereby acknowledge and agree that the underlying composition shall be owned/split between them as follows:

1. Licensee shall own and control Fifty Percent (50%) of the so-called “Writer’s Share” of the underlying composition. Specifically, the Lyrics.

2. Licensor shall own and control Fifty Percent (50%) of the so-called “Writer’s Share” of the underlying composition. Specifically, the Music.

3. Licensor shall own, control, and administer Fifty Percent (50%) of the so-called “Publisher’s Share” of the underlying composition embodied in the New Song.

Registering the New Song with your PRO

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 Licensor’s / Producer’s share and ownership interest in the composition to indicate that Licensor wrote and owns 50% of the composition in the New Song and as the owner of 50% of the Publisher’s share of the New Song.

Name: ​ Christopher A. Aguilar

PRO: ​BMI

IPI #​ 1028563857

Consideration:

In consideration for the rights granted under this agreement, Licensee shall pay to Licensor the agreed-upon sum and other good and valuable consideration.  Payment for License is non-refundable. If the Licensee fails to account to the Licensor, timely complete the payments provided for hereunder, or perform its other obligations hereunder, including having insufficient bank balance, the Licensor shall have the right to terminate the License upon written notice to the Licensee. Such termination shall render the recording, manufacture, and/or distribution of the New Song for which monies have not been paid subject to and actionable as infringements under applicable law, including, without limitation, the United States Copyright Act, as amended. Licensee must make reasonable efforts to maintain an accounting of all sales, including but not limited to any commercial distribution, both digital and physical. Licensee and its agents will, upon reasonable request by Licensor, make such accounting available for inspection by Licensor or its authorized representatives, who will have the right to take copies of or extracts from any records kept pursuant to this Agreement. The costs of the audit will be borne by Licensor, unless the underpayment exceeds five percent (5%), in which event Licensee will bear the costs of such audit.

Credit:

Licensee shall have the right to use and permit others to use Licensor’s (“Producer”) 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 promotion of the Track as well as compact discs, record, music video, and on the metadata and digital labels or any other record configuration manufactured which is now known or created in the future that embodies the New Song created hereunder and on all cover liner notes, any records containing the New Song and on the front and/or back cover of any album listing the New Song and other musician credits. Licensee shall use its best efforts to ensure that Producer is properly credited and Licensee shall check all proofs for accuracy of credits, and shall use its best efforts to cure any mistakes regarding Producer's credit.  In the event of any failure by Licensee to issue credit to Producer, Licensee must use reasonable efforts to correct any such failure immediately and on a prospective basis. Such credit shall be in substantial form as follows: ​[Produced by OMR Beats - AggaRhythms]​, or [Prod. by OMR Beats - AggaRhythms].

Breach by Licensee:

Licensee shall have five (5) business days from its receipt of written notice by Licensor and/or Licensor’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 Licensor'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 Licensor 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 Licensor, 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, Licensor may seek and shall be entitled to a temporary restraining order and preliminary injunction restraining the Licensee from violating the provisions of this Agreement. Nothing herein shall prohibit Licensor 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 Licensor 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.

Licensor 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.  Licensor 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 NewSong 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 rights of privacy and publicity and will not constitute libel and/or slander. The foregoing notwithstanding, Licensor undertakes no responsibility whatsoever as to any elements added to the New Song by Licensee, and Licensee indemnifies and holds Licensor harmless for any such elements.

Licensor warrants that he did not “sample” (as that term is commonly understood in the recording industry) any copyrighted material or sound recordings belonging to any other person, firm, or corporation (hereinafter referred to as “Owner”) without first having notified Licensee. Licensee shall have no obligation to approve the use of any sample thereof; however, if approved, any payment in connection therewith, including any associated legal clearance costs, shall be borne by Licensee. Knowledge by Licensee that “samples” were used by Licensor which were not affirmatively disclosed by Licensor 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 Licensor 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 Licensee be entitled to seek injunctive or any other equitable relief for any breach or non-compliance with any provision of this agreement.

Limitation of Liability:

Under no circumstances shall Licensor be liable to Licensee for any indirect, incidental, consequential, special, or exemplary damages arising out of or in connection with this Agreement, whether in contract, tort (including negligence), strict liability, or otherwise, even if Licensor has been advised of the possibility of such damages.

No Warranty:

The Beat is provided "as-is," and Licensor makes no representations or warranties of any kind, express or implied, regarding the Beat, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Licensee assumes all risks associated with the use of the Beat.

Indemnification:

Licensee agrees to indemnify, defend, and hold harmless Licensor and its agents, employees, and contractors from and against any and all claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to Licensee's use of the Beat, including any third-party claims of infringement or violation of intellectual property rights.

Right to Injunctive Relief:

Licensee acknowledges that any breach of this Agreement may cause irreparable harm to Licensor, and that monetary damages may be inadequate. Accordingly, Licensor shall have the right to seek injunctive or other equitable relief in any court of competent jurisdiction to enforce this Agreement.

Force Majeure:

Licensor shall not be liable for any delay or failure to perform its obligations under this Agreement due to any cause beyond its reasonable control, including but not limited to acts of God, war, strikes, labor disputes, government orders, or any other force majeure event.

Assignment:

This Agreement and the rights granted hereunder are personal to Licensee and may not be transferred, assigned, or sublicensed to any third party without the prior written consent of Licensor.

Severability:

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Termination:

Licensor reserves the right to terminate this Agreement immediately upon any breach of its terms by the Licensee. Upon termination, Licensee must cease all use of the Beat, including removing any public posts or distributions that include the Beat, and all rights granted under this Agreement shall revert to Licensor.

Jurisdiction:

Any legal action or proceeding arising under this Agreement shall be brought exclusively in the courts of New Mexico, USA, and the Licensee consents to the jurisdiction of such courts.

Acknowledgment and Acceptance:

By purchasing the beat, the Licensee acknowledges that they have read and understood the terms and conditions of this Mastermind License Agreement. The Licensee further acknowledges that they have been advised to seek independent legal counsel regarding this Agreement and either have done so or have chosen to waive that right. The act of purchasing the beat constitutes the Licensee's agreement to and acceptance of all the terms and conditions set forth herein, and serves as the equivalent of the Licensee's signature on this Agreement.

The Licensor, by accepting the payment and delivering the beat, also agrees to the terms and conditions of this Agreement, thus entering into a binding contract with the Licensee.

Ready to Take Your Track to the Next Level?

Whether you're looking to book time in the studio or need your home-recorded vocals mixed and mastered, we've got you covered. If you're local, swing by MOON MUTT Recording Studio. Not close by? No problem—just send in your tracks, and we'll handle the rest.

Let’s make sure your music sounds as 🔥 as you know it should!

The Mastermind Lease 🎛️

Why you would choose this lease. 

The Mastermind Lease is for pros who are all-in.

If you're at the stage where you're dropping multiple music videos, performing regularly, and pushing for high-end exposure, this is your level.

With unlimited opportunities for radio play, streaming, and performance, you’ll have the ultimate freedom to grow your brand. 💥🎧📈

The Flow Lease 🎤

Why you would choose this lease. 

If you're a serious artist with consistent releases and are ready to take things up a notch, the Flow Lease is your go-to.

This tier is for those planning for radio play, monetized streams, and solid live performances.

You’re on the hustle, and you need the flexibility to perform, sell, and stream across multiple platforms. 📀

The Vibe Lease 🎧

Why you would choose this lease. 

The Vibe Lease is great for artists who are getting more serious about their craft and have a growing following, and are ready to take their music to the next level.

You’ve got some traction, and now you’re looking to get your songs out on streaming platforms like Spotify or Apple Music.

This lease gives you the freedom to build a fanbase and earn some cash 💰, without breaking the bank. 👍🎶

The Echo Lease 🧢

Why you would choose this lease. 

The Echo Lease is perfect if you’re just starting out and want to experiment with your sound.

Maybe you’re making tracks for fun or testing out new ideas without a big budget. This lease lets you release your song for free and share it online to see how people vibe with it.

If you're recording at home or in a makeshift studio and just want to drop some tracks on SoundCloud or YouTube for free, this one's for you. 💡