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TL;DR: Understanding the collection of mechanical royalties is crucial for songwriters; it involves registering with agencies, securing licenses, crafting clear co-writer agreements, and avoiding registration pitfalls to maximize earnings. Equip yourself with this knowledge to confidently navigate the process and ensure fair payment for your work.
Let’s dive into the world of mechanical royalties, a term you might have heard but perhaps aren’t entirely sure what it means. In its simplest form, mechanical royalties are the payments owed to songwriters each time their music is reproduced. This can be on physical formats like CDs or vinyl, digital downloads, ringtones, or streamed via interactive services like Spotify and Apple Music. Sounds pretty straightforward, right? But there’s a bit more to it than meets the eye.
So, what makes mechanical royalties different from performance royalties? Well, that’s where it gets interesting. Performance royalties come into play when music is publicly performed. Think live shows, radio broadcasts, or even someone blasting your song in a café. These royalties ensure that artists and songwriters get paid for their work when it’s played out loud. On the other hand, mechanical royalties are specifically for copies sold or distributed. So, you’re getting paid every time someone downloads your tune or it’s used in a movie soundtrack and a physical copy is made. It’s like a little thank you every time someone presses play – or pause, for that matter!
Now, you might be curious about how the rise of interactive and non-interactive platforms fits into the mechanical royalty puzzle. Interactive platforms, where users select the music themselves (think Spotify or Apple Music), are where songwriters find their mechanical royalties. This is exciting because it opens up a broader range of earning possibilities! But when it comes to non-interactive platforms, like traditional radio, things change. Here, artists earn performance royalties instead of mechanical ones. It’s crucial for songwriters to understand these distinctions, especially when navigating contracts and licensing.
Speaking of licensing, let’s chat about who pays these mechanical royalties. The responsibility typically falls on anyone who wants to reproduce or distribute the music. This can range from record labels to cover artists. You may think that signing up with a performance rights organization (PRA) automatically gets you a slice of the mechanical royalties pie, but that’s not quite true. These organizations primarily deal with performance royalties. For mechanical royalties, songwriters need to register with dedicated collection agencies, such as the Harry Fox Agency, EasySong Licensing, or Louder. They handle the nitty-gritty, from issuing mechanical licenses to collecting payments and then distributing those juicy royalties to songwriters. Once a songwriter grants a mechanical license, they can’t refuse anyone trying to acquire it, making it a straightforward process but also a bit of a double-edged sword.
Now let’s hone in on how much these mechanical royalties could net you. As of now, the established rate for physical recordings and permanent digital downloads is 9.1 cents for each copy of a song, assuming the song is under five minutes. If it’s longer, expect an additional charge of 1.75 cents for every extra minute. It’s all dictated by law, which means anyone applying for a mechanical license must pay that rate. Streaming platforms introduce some variations, with mechanical rates typically falling between 4% and 6.75% of the total revenue.
To really drive this point home, let’s walk through a hypothetical situation. Say I’m a record label that wants to print 5,000 CDs featuring 15 songs, and all those songs are less than five minutes long. I’d need to get a mechanical license through the aforementioned agencies and would end up paying around 1.365 dollars for each CD. It’s important to note that I have to pay for every single CD, regardless of how many I manage to sell. So, in this case, the total mechanical royalties due to the songwriters would sum up to a neat $6,825.
“Understanding the intricacies of mechanical royalties can make or break a songwriter’s financial success.”
Grasping the concept of mechanical royalties is absolutely essential for any songwriter wishing to be compensated fairly for their creative efforts. While it might seem like a convoluted world of numbers and licenses, getting a hang of these mechanics allows up-and-coming songwriters, as well as established ones, to navigate the music industry with a bit more confidence. With the right knowledge and resources, songwriters can ensure that their hard work translates into a steady income stream. So, keep that in mind as you dive deeper into your musical journey!
When I first started delving into the world of songwriting, I remember being quite puzzled by the whole concept of mechanical royalties. I mean, it sounds kind of straightforward—payments made to songwriters every time their music is reproduced—but once you scratch the surface, you’ll find there’s a lot more going on! Let’s unravel this together and see who exactly is on the hook for these royalties.
So, here’s the deal: mechanical royalties come into play whenever someone obtains a mechanical license to reproduce a song. This might involve physical formats like CDs and vinyl records or even digital downloads from platforms like iTunes. And don’t forget ringtones and, of course, streaming services like Spotify or Pandora! Just to clarify, interactive streaming is where the magic happens for mechanical royalties because it allows users to select specific songs, unlike good ol’ AM/FM radio, which is all about performance royalties instead.
Now, the big question: who actually pays these mechanical royalties? You might think it’s just record labels and recording companies, and you’d be partly correct. But it doesn’t stop there! Any entity or individual wanting to cover a song is also required to acquire a mechanical license. Yep, it’s true! I had a friend who thought that as long as they registered with a performance rights organization (PRO), they’d automatically be covered for mechanical royalties. Unfortunately, no dice! Performance rights organizations focus solely on royalties earned from live performances, leaving the mechanical rights side of things out in the cold.
To truly get a handle on it, songwriters need to register with specialized collection agencies that handle mechanical royalties. Some of the key players in this arena are the Harry Fox Agency, EasySong Licensing, and Louder. These organizations are like the helpful middlemen—they handle the issuance of mechanical licenses, collect those all-important payments, and distribute royalties to the songwriters. It’s a delicate dance, but one I found to be super beneficial to understand.
“Failing to register with the right agency can lead to lost income for songwriters.” – Industry Insight
Now, let’s get into the nitty-gritty of compensation. You know that the current rate for physical recordings and permanent digital downloads is set at nine point one cents for each copy of a song that’s up to five minutes long. If you’re wondering what happens if the song is longer? Well, there’s an additional charge of one point seven five cents per minute beyond that five-minute mark. It’s a government-mandated rate, so anyone wanting a mechanical license has to cough up that nine point one cents for each copy they print or download.
But wait, it gets even more interesting when we talk about streaming platforms! Here, mechanical rates can vary significantly, usually hovering between four percent to six point seven five percent of the revenue generated. So you can see how different formats and platforms impact how songwriters get compensated.
Let’s pause for a quick hypothetical scenario to illustrate this whole thing. Imagine a record label that wants to print 5,000 CDs, each featuring 15 songs, all under five minutes long. They’d need to secure a mechanical license from one of those trustworthy agencies I mentioned earlier. Here’s where the math gets fun: for each CD printed, they would pay about one dollar point three six five. That means, regardless of whether those CDs actually sell, the total mechanical royalties owed to the songwriter would be a cool six thousand eight hundred and twenty five dollars! Can you believe that?
Understanding mechanical royalties is more than just number crunching—it’s about ensuring that songwriters like us receive the proper compensation for our hard work. It can feel overwhelming at first, but breaking down these components really aids in navigating the complex music industry landscape. Plus, the more informed we are, the better decisions we can make regarding our creations and registrations. So, if you’re just dipping your toes into this topic, don’t sweat it—you’re not alone!
As I dig deeper into the complexities of the music business, I find that conversations and knowledge-sharing around topics like mechanical royalties are invaluable. Being informed not only helps us understand our worth but empowers us to advocate for ourselves. Whether you’re a seasoned artist or a budding songwriter, I hope this deep dive into who pays mechanical royalties sheds some light on this essential area of our craft. Who knows, maybe you’ll feel inspired to research further or even connect with those key registration agencies!
When I first dove into the world of mechanical royalties, I’ll admit—it sounded like a daunting task to wrap my head around. But in reality, it’s crucial for every songwriter to get their arms around this topic, given its impact on earnings. So, let’s explore mechanical royalty rates, the influence of song lengths, and how streaming platforms have transformed the game.
So, what exactly are mechanical royalties? Simply put, they are the payments owed to songwriters every time a physical copy of their song is produced, or when someone downloads their track. The first thing you need to know is that for songs under five minutes, the mechanical royalty rate is set at 9.1 cents. If your song stretches beyond five minutes, it gets a bit more complex—an additional charge of 1.75 cents kicks in for each extra minute. This rate is established by law, making it non-negotiable.
Let’s break it down with an example that can easily happen in real life. Imagine a record label decides to print 5,000 CDs featuring a catchy hit. Assuming each song is less than five minutes, they’ll have to pay a mechanical royalty of $0.091 per CD. That translates to a tidy sum of $6,825 that flows into the songwriter’s pocket once everything wraps up. It’s wild to think about the numbers stacking up like this!
You may be wondering how a song’s length can affect its royalty rates. “The song’s length can either make or sink your earnings,” as a music rights advocate once shared. It’s true! With every minute adding to the cost incurred by record labels or platforms, certain songwriting decisions can have serious financial consequences.
If you’re a songwriter, aim to keep your tunes engaging and concise within that five-minute mark whenever possible. Not only will it keep listeners hooked, but it also makes sure you’re maximizing your mechanical royalty earnings as well.
Here comes the twist! While the traditional mechanical royalty model is straightforward—think CDs and downloads—streaming platforms have introduced a new layer of complexity. These services operate primarily on a percentage of revenue model, leading to mechanical rates ranging from 4% to 6.75%. Seems simpler, right? But there’s a catch: your earnings can fluctuate based on the platforms’ income and how many times your song gets streamed.
What’s fascinating is that interactive streaming platforms are where mechanical royalties are generated. Unlike traditional radio (which leads to performance royalties), platforms like Spotify, Apple Music, and Deezer allow users to cherry-pick their favorite tracks, triggering those all-important royalties for the songwriters. So as the industry has evolved, songwriters have had to adapt to this shift in revenue generation.
Interactive Streaming: You get paid whenever someone hits play on your track—huge for discovery!
Non-Interactive Streaming: This is where performance royalties come into play, but unfortunately, no mechanical royalties here.
For instance, consider the streaming of our hypothetical hit song. If it gets streamed 1,000 times on a platform that operates under a 5% revenue model, the mechanical royalty rate will be significantly different than if it did well on a platform that piles on a lower percentage. This makes it crucial for songwriters to choose platforms wisely and keep track of their streams.
As I sift through the intricacies of mechanical royalties, I realize just how essential it is for songwriters to fully grasp this aspect of the industry. Registering with organizations that specifically handle these royalties—like the Harry Fox Agency or EasySong Licensing—is just one step in making sure you get paid adequately for your hard work.
This influences how every songwriter navigates their own creative decisions. In many ways, it’s like playing a chess game; you have to think several moves ahead to maximize your potential earnings while still putting your artistic vision first.
All in all, mechanical royalties may seem complicated at first, but once you dive in and demystify the topic, everything starts to fall into place. From the importance of song length to understanding how streaming rates are calculated, knowing these elements is key to making the most out of your musical career. It’s a must for anyone serious about making a living through their music. And hey, being informed today will keep you ahead in this rapidly changing industry!
Getting paid for your music sounds easy enough, right? But when it comes to collecting mechanical royalties, things can get a bit hairy. Over the years, I’ve learned that understanding this whole process is key to making sure you get what you deserve every time your songs are played, printed, or downloaded. So, let’s walk through the nitty-gritty of this together!
First off, what are mechanical royalties? Simply put, these are payments made to songwriters whenever a copy of their song is made. This includes everything from CDs and vinyl to digital downloads and even ringtones. Unlike performance royalties, which kick in when your song is played in public scenarios like on the radio, mechanical royalties are all about reproducing and selling your music. If you think about it, every time someone decides to cover your song or create a new version, it’s a chance to earn more of those sweet royalties.
Now, to actually collect these payments, you need a different set of tools and strategies. Here’s a quick rundown of the steps:
Get Registered: You can’t collect what you don’t register, right? You’ll want to sign up with a collection agency that deals specifically with mechanical royalties—think Harry Fox Agency, EasySong Licensing, or Louder.
Secure Your Licenses: Once registered, you’ll be able to issue mechanical licenses to record labels, recording companies, or anyone else wanting to use your music.
Keep Records: Make sure you keep detailed records of all the licenses you’ve issued and the payments you should expect. This is crucial for tracking your earnings!
Stay in the Loop: Regularly check in with your agency to ensure everything is flowing smoothly. It’s better to be proactive than reactive!
If you’re collaborating with co-writers, then you’re definitely going to want to have a solid agreement in place. Trust me, it can feel awkward, but having clear discussions upfront about how royalties will be shared is a game changer. It’s always best to establish contracts that outline each person’s share and responsibilities when it comes to mechanical royalties.
When we signed our first deal, we had a simple conversation about how to split things up fairly. I had a blast working through what felt right for everyone involved. Doing this early helped us avoid conflicts later on, and I can’t recommend it enough! Plus, it keeps things transparent and fair.
Of course, as with anything, there are a few common traps that songwriters tend to fall into. One of the biggest is missing registration deadlines. You need to ensure everything is in place well before your music hits the mainstream. It’s almost like this ticking clock where if you miss that moment, you’re just leaving money on the table.
Also, don’t sleep on keeping your agreements current. Sometimes a song may evolve, or a co-writer might want out. Make sure your contracts reflect these changes. The clearer your agreements, the easier you’ll find it to collect those royalties!
To put things into perspective, let’s look at a practical example. Imagine a record label decides to print 5,000 CDs, each with fifteen songs that are all under five minutes long. They’d need mechanical licenses for that. If they’re paying 9.1 cents per copy, that adds up quickly! We’re talking a total of $6,825 in mechanical royalties just from those CDs! And to think, they have to pay for all those CDs upfront, regardless of whether they sell! Isn’t that wild?
“Effective registration can smooth the path to receiving what you are owed.” – Legal Music Advisor
That’s a serious incentive to get your ducks in a row, huh? If all of this feels overwhelming, don’t worry! It’s just about breaking it down into manageable steps and staying informed.
At the end of the day, songwriters must ensure they’re protecting their rights and earnings. The music industry might seem confusing, but with the right knowledge and steps, you can confidently navigate it. I’ve been there, and trust me, you want to be on top of your game when it comes to collecting those hard-earned royalties!
So, buckle up! Dive deep into ensuring your registrations are solid, your agreements are clear, and your earning potential is maximized. You’ve put your heart into your music, and it’s time to make sure you get paid for it!
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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.
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.
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.
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.
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.
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.
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.
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.
The Licensor does not grant to Licensee any broadcasting rights whereas Radio Stations are concerned and/or regarded.
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.
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.
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.
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.
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.
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.
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
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.
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].
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.
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.
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.
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.
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.
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.
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.
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.
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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
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.
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].
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.
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.
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.
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.
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.
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.
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.
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.
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
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.
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.
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.
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.
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.
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.
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.
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.'
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.
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.
No broadcasting rights are granted, including terrestrial or satellite radio, TV broadcasting, or any other airplay possibilities.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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
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.
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].
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.
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.
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.
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.
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.
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.
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.
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.
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
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.
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.
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.
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Christopher Aguilar says:
It looks like a long read, but it reads really quick! 😎