Master Non-Exclusive Beat License Agreement

Basic · Premium (WAV) · Unlimited (Trackout) tiers — tier-specific terms are set out in Schedule 1

1. Parties, Recitals and Beat Identification

1.1 Parties. This Non-Exclusive Beat License Agreement (this “Agreement”) is entered into and becomes binding immediately upon digital order fulfillment by and between the purchasing party identified in the applicable Order (the “Licensee”) and Cammo Tha Protege (the “Producer”). The Licensee and the Producer are referred to individually as a “Party” and collectively as the “Parties.”

1.2 Recitals. WHEREAS the Producer is the sole author and owner of, and controls all rights in, the instrumental composition and sound recording identified in the applicable Order (the “Beat”); and WHEREAS the Licensee wishes to obtain, and the Producer is willing to grant, a non-exclusive license to use the Beat on the terms set out herein; NOW, THEREFORE, in consideration of the mutual covenants and the License Fee set out in Schedule 1, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows.

1.3 Beat Identification. The Beat governed by this Agreement is identified by its beat title and/or catalog identifier and by the unique order or transaction number, in each case as recorded in the applicable Order, and is made available to the Licensee via the digital fulfillment link provided at the time of purchase (the “Fulfillment Link”). The Order confirmation, the beat title/identifier, the order number, the Fulfillment Link, and the applicable License Tier are incorporated into and form part of this Agreement.

2. Definitions

In this Agreement, the following capitalized terms have the meanings set out below; other capitalized terms are defined where they first appear.

“Beat”

has the meaning given in Section 1.1 and includes the underlying musical Composition and the original Master thereof.

“Composition”

means the underlying musical work embodied in the Beat, including its melody, harmony, arrangement and any lyrics authored by the Producer.

“Content ID”

means YouTube’s Content ID service and any comparable digital-fingerprinting, rights-management or monetization system.

“Effective Date”

means the date and time of digital order fulfillment, being the date this Agreement becomes binding.

“License Tier”

means the tier of license purchased by the Licensee (Basic, Premium or Unlimited), the specific terms of which are set out in Schedule 1.

“Master”

means a sound recording and all rights in and to it.

“Mechanical Royalties”

means royalties payable in respect of the reproduction and distribution of the Composition embodied in the New Song.

“New Song”

means the single (1) new derivative sound recording created by the Licensee incorporating the Beat together with the Licensee’s original vocal or instrumental contributions.

“Order”

means the digital purchase transaction through which the Licensee acquired the license, including the associated confirmation and transaction record.

“Sales Unit”

means each paid permanent download or paid physical or digital copy of the New Song sold or otherwise distributed to an end user, whether sold individually or as part of a bundle. Free or promotional copies do not constitute Sales Units.

“Stream”

means each on-demand or interactive audio play of the New Song on a streaming service, whether on a free or paid tier, excluding the Licensee’s own bona fide test plays.

“Sync License”

means the synchronization of the New Song in timed relation with visual media, including film, television, video games, advertising and online video.

“Term”

means the period defined in Section 3.3.

“Territory”

means the country of the Licensee’s primary residence as recorded in the Order, subject to Section 3.2.

3. Grant of License

3.1 Grant. Subject to the Licensee’s continuing compliance with this Agreement and to full payment of the License Fee, the Producer hereby grants to the Licensee a limited, non-exclusive, non-transferable, non-sublicensable and revocable license to use the Beat solely to create, reproduce, distribute and publicly perform one (1) New Song, subject to the caps and restrictions set out in Schedule 1 and elsewhere herein.

3.2 Territory. The license is granted for the Territory. Where the Licensee’s distribution reaches audiences outside the Territory through ordinary global digital distribution channels, such distribution is permitted provided the Licensee remains within the caps set out in Schedule 1.

3.3 Term. This Agreement commences on the Effective Date and, unless earlier terminated in accordance with Section 11, continues for twelve (12) months, or until the Licensee upgrades the License Tier, whichever occurs first (the “Term”), subject to Section 3.6.

3.4 Distribution Caps. The Licensee’s reproduction, distribution and streaming of the New Song shall not exceed the maximum Sales Units and Streams specified for the applicable License Tier in Schedule 1. Such caps are measured as the Licensee’s aggregate total across all distribution platforms, services and channels combined, and are not applied separately on a per-platform basis. Sync Licensing and radio broadcasting are permitted only to the extent, and subject to the prior written approval, specified in Schedule 1.

3.5 Excess Use. Any use exceeding the applicable caps, or any placement not permitted by the applicable License Tier, must be submitted to and approved by the Producer in writing prior to such use, and may require an upgrade or a separate license at the Producer’s discretion.

3.6 Survival of Released Works. Notwithstanding expiry of the Term, any New Song lawfully created and released by the Licensee during the Term may continue to be distributed, streamed and otherwise exploited after expiry of the Term, in perpetuity, subject at all times to the caps set out in Schedule 1. The twelve (12) month Term limits only the period during which the Licensee may create and first release New Songs from the Beat; it does not require the takedown of, or terminate the license to, any New Song already released during the Term. This Section 3.6 does not apply where this Agreement is terminated for breach under Section 11, in which case Section 11.3 governs.

4. Ownership, Publishing and Royalties

4.1 The Original Beat. As between the Parties, the Producer retains one hundred percent (100%) ownership of the original Beat as a separate and standalone work — comprising both the Master of the original Beat and the copyright in its underlying Composition — independent of any New Song. All rights in the original Beat not expressly granted to the Licensee are reserved by the Producer.

4.2 The New Song Master. The Licensee shall own one hundred percent (100%) of the Master of the New Song (being the recording that combines the Beat with the Licensee’s original contributions) and shall retain all master-use and sound-recording income derived therefrom, subject to the Producer’s reserved rights in the original Beat as a standalone work under Section 4.1.

4.3 Publishing and Composition of the New Song. The copyright in, and publishing rights to, the Composition embodied in the New Song shall be owned and split fifty percent (50%) to the Producer and fifty percent (50%) to the Licensee. The Licensee shall not negotiate, reduce, encumber or otherwise alter the Producer’s fifty percent (50%) share without the Producer’s prior written consent. For the avoidance of doubt, this split concerns the New Song only and does not diminish the Producer’s outright ownership of the standalone Beat under Section 4.1.

4.4 Mechanical Royalties. Mechanical Royalties in respect of the New Song shall be split fifty percent (50%) to the Producer and fifty percent (50%) to the Licensee, consistent with the publishing split in Section 4.3.

4.5 Featured Artists. Where the Licensee engages any featured artist, all compensation, royalties and clearances owed to such featured artist shall be borne solely by, and paid entirely from, the Licensee’s share, and shall not diminish the Producer’s shares under this Article 4.

4.6 Content ID. The Producer retains full and sole control over Content ID and all related digital-fingerprinting and rights-management systems in respect of the original Beat. The Producer shall, upon the Licensee’s reasonable request, whitelist or release Content ID claims against the Licensee’s New Song to the extent necessary to permit the licensed use.

5. Commercial Use and Restrictions

5.1 Live Performances. The Licensee is permitted to use the Beat and the New Song in live performances.

5.2 Prohibition on Resale. Resale, relicensing, sublicensing or standalone redistribution of the Beat itself, in whole or in part, is strictly prohibited.

5.3 AI and Machine Learning. The Licensee shall not use the Beat, the New Song or any part thereof to train, fine-tune, develop or evaluate any artificial-intelligence or machine-learning model or system, nor make the Beat available for such purposes.

5.4 NFT and Web3. All non-fungible token (NFT), blockchain and Web3 rights in and to the Beat are fully reserved by the Producer and are not granted hereunder unless expressly agreed in a separate written agreement signed by the Producer.

6. Credit and Attribution

6.1 Attribution. The Licensee shall provide proper attribution on every released version of the New Song, regardless of distribution method. The Producer shall be explicitly credited as “Producer, Writer, and Composer” in the track title, the digital metadata, and all track descriptions, and such credit shall appear in the form “Prod. by Cammo Tha Protege” in the track title and digital metadata.

7. Producer Warranties

7.1 Authority and Ownership. The Producer represents and warrants that it has the full right, power and authority to enter into this Agreement and to grant the license set out herein, and that the Beat is an original work of the Producer that, to the Producer’s knowledge, does not infringe the intellectual-property or other rights of any third party, save in respect of any third-party sample, loop or interpolation disclosed to the Licensee in writing.

8. Licensee Warranties and Indemnification

8.1 Licensee Responsibility. The Licensee assumes full legal and financial responsibility for any material, vocals, samples, interpolations or other content the Licensee adds to or combines with the Beat, and warrants that all such added material is either original to the Licensee or fully cleared.

8.2 Indemnity. The Licensee shall indemnify, defend and hold harmless the Producer against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of or relating to the Licensee’s additions to the Beat or the Licensee’s breach of this Agreement.

9. Disclaimer and Limitation of Liability

9.1 “As Is”. Except for the express warranty in Section 7.1, the Beat is provided “AS IS” and the Producer disclaims all other warranties, whether express, implied or statutory, including any implied warranties of merchantability, fitness for a particular purpose and non-infringement, to the maximum extent permitted by law.

9.2 Cap on Liability. To the maximum extent permitted by law, the Producer’s aggregate liability arising out of or relating to this Agreement shall not exceed the License Fee actually paid by the Licensee, and in no event shall the Producer be liable for indirect, incidental, special, consequential or punitive damages.

10. Fees, Delivery and Refunds

10.1 License Fee. The License Fee for the applicable License Tier is set out in Schedule 1 (or such promotional price as separately agreed) and is due and payable in full immediately prior to commencement of the license.

10.2 Delivery. Upon fulfillment, the Fulfillment Link shall provide the Licensee with the file deliverables specified for the applicable License Tier in Schedule 1.

10.3 Refunds. All sales are final. No refunds shall be issued for digital downloads, except where a refund is required by applicable mandatory consumer-protection law.

10.4 Upgrades. To upgrade the License Tier, the Licensee must contact the Producer directly. Upgrade rates are determined at the Producer’s sole discretion. Upon an upgrade taking effect, the prior License Tier terminates and the upgraded terms govern prospectively.

11. Term and Termination

11.1 Termination for Breach. This Agreement terminates automatically, without notice, upon any breach by the Licensee of its terms, including any use exceeding the caps in Schedule 1 or any unauthorized placement outside the agreed scope.

11.2 Chargebacks. If the Licensee initiates any payment chargeback or reversal, this Agreement is immediately null and void, and all rights granted hereunder instantly revert to the Producer, without prejudice to the Producer’s other remedies.

11.3 Effect of Termination. Upon termination for breach, all licenses granted to the Licensee cease immediately (including the survival right in Section 3.6), and the Licensee shall cease all use, reproduction and distribution of the Beat and the New Song and shall, where practicable, remove the New Song from all distribution channels within thirty (30) days. Sections 4, 7, 8, 9, 12 and 13 survive termination or expiry.

12. Assignment

12.1 By Licensee. The Licensee may not assign, transfer, sublicense or resell this license or any rights hereunder to any third party without the Producer’s prior written consent.

12.2 By Producer. The Producer may assign this Agreement, in whole or in part, to any successor in interest to the Beat, provided that such assignment does not diminish the rights granted to the Licensee hereunder.

13. Governing Law and Dispute Resolution

13.1 Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of Washington, without regard to its conflict-of-law principles.

13.2 Venue. The Parties submit to the exclusive jurisdiction of the state and federal courts located in Pierce County, Washington for any dispute not otherwise resolved under Section 13.3.

13.3 Dispute Resolution. Before commencing litigation, the Parties shall first attempt in good faith to resolve any dispute through informal negotiation and, failing that, through mediation administered in Pierce County, Washington. If the dispute remains unresolved, either Party may bring proceedings in the courts identified in Section 13.2. The prevailing Party in any proceeding shall be entitled to recover its reasonable attorneys’ fees and costs.

14. Miscellaneous

14.1 Portfolio Rights. The Producer reserves the right to use both the original Beat and the Licensee’s finalized New Song in the Producer’s professional portfolio, demo reels and promotional materials.

14.2 Moral Rights. To the maximum extent permitted by law, the Licensee waives any moral rights it may have in respect of the New Song as against the Producer.

14.3 Notices. All notices under this Agreement shall be in writing and sent to the Producer at support@cammothaprotege.com and to the Licensee at the email address recorded in the Order, and are deemed given upon confirmed electronic delivery.

14.4 Entire Agreement. This Agreement, together with the applicable Order and Schedule 1, constitutes the entire agreement between the Parties and supersedes all prior understandings relating to its subject matter.

14.5 Amendment. No amendment to this Agreement is effective unless made in writing by the Producer, save that the Producer may vary the terms applicable to future Orders by publishing updated terms.

14.6 No Waiver. No failure or delay by the Producer in exercising any right constitutes a waiver of that or any other right.

14.7 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it enforceable.

14.8 Force Majeure. Neither Party is liable for any delay or failure in performance (other than payment obligations) caused by events beyond its reasonable control.

14.9 Relationship of the Parties. Nothing in this Agreement creates any partnership, joint venture, employment or agency relationship between the Parties.

14.10 Headings. Headings are for convenience only and do not affect interpretation.

15. Execution and Electronic Acceptance

15.1 Electronic Acceptance. This Agreement is auto-generated and is legally accepted by the Licensee at the time of digital order fulfillment. No manual physical signature is required to execute these terms. The Parties agree that the electronic record of the Order — including transaction identifier, timestamp and the Licensee’s acceptance — constitutes a valid and enforceable execution of this Agreement.

Schedule 1 — License Tier Terms

The following tier-specific terms apply according to the License Tier purchased in the Order. In the event of any conflict between this Schedule and the body of the Agreement, this Schedule governs as to the matters it addresses.

Term	Basic	Premium	Unlimited
License Fee (USD)	$39.99	$69.99	$129.99
Maximum Sales Units	1,000	10,000	Unlimited
Maximum Audio Streams	25,000	250,000	Unlimited
File Deliverables	MP3	WAV + MP3	Trackout Stems + WAV + MP3
Sync / Radio / Alternative Placements	Prohibited	Prohibited absent prior written approval	Permitted only upon prior written approval of terms
Tier Upgrades Available	Yes — at Producer's discretion	Yes — at Producer's discretion	N/A (highest tier)

This is the complete, binding license agreement referenced in your order confirmation. The specific Beat, Order number, License Tier and Effective Date applicable to your purchase are as recorded in your Order per Section 1.3. Questions? support@cammothaprotege.com