Face-off 162 BPM | D# Minor | Hip-Hop/Rap

NON-EXCLUSIVE PREMIUM LICENSE AGREEMENT

This Non-Exclusive Premium License Agreement (“Agreement”) is entered into as of [the date of purchase] (“Effective Date”) by and between Samuel Mailloux, professionally known as Mayu Beatz (“Producer”) and [Licensee Name] (“Licensee”).

This Agreement is made in consideration of Licensee’s payment of $149.00 (“License Fee”). By purchasing, downloading, accessing, or using the Beat, Licensee agrees to be legally bound by the terms of this Agreement. This license becomes valid only after full payment has been received and the Beat has been delivered to Licensee.

1. THE BEAT

This Agreement applies to the musical composition and sound recording titled [Beat Title] (“Beat”), owned and controlled exclusively by Producer.

Upon receipt of the License Fee, Producer will provide the Beat to Licensee as a high-quality MP3 and WAV digital download.

Producer retains all rights not expressly granted in this Agreement.

2. GRANT OF LICENSE

Producer grants Licensee a non-exclusive, non-transferable, non-sublicensable license to use the Beat solely to create one (1) new sound recording (“Song”), subject to the terms of this Agreement.

A “Song” is defined as a distinct vocal composition and recording created using the Beat.

Licensee may not use the Beat to create additional songs, remixes, or derivative works beyond the one permitted Song except for the standard alternate versions expressly allowed under this Agreement, unless an upgraded license is obtained from Producer.

This Agreement does not transfer ownership of the Beat or the underlying musical composition. All rights, title, and interest in the Beat remain with Producer. Any rights not expressly granted are reserved by Producer.

3. PERMITTED USES

Licensee may:

- Record and commercially release one (1) Song using the Beat

- Distribute the Song on digital streaming platforms and download stores

- Monetize the Song subject to the limitations in this Agreement

- Perform the Song live including ticketed shows, radio broadcasts, and online performances

- Use the Song for promotional, marketing, and social media purposes

- Create up to two (2) official music videos

- Create standard alternate versions of the Song solely for distribution and performance purposes, including (clean, explicit, radio edit, performance version)

Alternate versions must contain substantially the same vocal performance, lyrics, and composition, except for minor modifications made solely to remove or censor explicit language for clean or radio edits, and may not constitute a new composition.

Any version containing new lyrics, new vocal performances, new featured artists, or substantial musical changes will be considered a new Song and is not permitted under this License without obtaining an upgraded license from Producer.

Licensee may modify the arrangement, tempo, pitch, or structure of the Beat solely for the purpose of incorporating it into the Song. Such modifications do not grant the right to extract, reproduce, distribute, or create standalone instrumental works from the Beat.

Promotional clips, previews, snippets, social media posts, lyric videos, reposts, or user-generated content do not count toward streaming limitations. Only full streams of the commercially released Song on digital streaming platforms are counted.

All usage metrics are calculated cumulatively across all uploads, versions, reposts, and alternate edits.

4. DISTRIBUTION LIMITATIONS (PREMIUM LICENSE)

Under this Premium License, Licensee may not exceed:

- 500,000 total streams

- 25,000 total downloads or paid copies distributed

- Two (2) music videos

- Radio broadcasting on up to five (5) stations

Digital streaming platforms include but are not limited to:

- Spotify

- Apple Music

- YouTube

- Amazon Music

- Tidal

- Deezer

and similar services.

Licensee must obtain an upgraded license before exceeding these limits.

Failure to upgrade before exceeding these limits constitutes a material breach of this Agreement. Retroactive upgrades do not cure prior breach unless expressly approved in writing by Producer.

If the Song approaches or exceeds these limits due to unexpected viral growth, Producer will provide Licensee a reasonable opportunity to obtain an upgraded license before enforcement action is taken.

If the Song is released, distributed, or commercially exploited by:

- a record label

- major distributor partnership

- brand collaboration

- film or television production

- commercial advertising campaign

Licensee must obtain an upgraded license or written permission from Producer prior to release.

Producer may credit the original License Fee toward the upgraded license at Producer’s discretion.

Distributor uploads, label releases, and monetized platform releases all count toward distribution limits.

Artificial streaming, botting, or fraudulent manipulation of platform metrics constitutes a breach of this Agreement.

5. TERM

This license is granted in perpetuity unless terminated due to breach.

If Licensee violates this Agreement, Producer will provide written notice and Licensee will have ten (10) business days to cure the violation.

If the violation is not resolved, Producer may terminate this Agreement and Licensee must immediately:

- cease distribution

- cease monetization

- remove the Song from all platforms

Sections relating to ownership, royalties, indemnification, and liability survive termination.

6. MASTER RECORDING REVENUE

Licensee retains 100% of master recording revenue derived from exploitation of the Song collected through digital distributors and platforms including but not limited to:

- Spotify

- Apple Music

- YouTube Music

- Amazon Music

- TikTok

Producer has no claim to distributor payouts collected through services such as:

- DistroKid

- TuneCore

- CD Baby

- UnitedMasters

This Agreement does not transfer ownership of the Beat or the underlying musical composition.

7. NON-EXCLUSIVITY

This license is non-exclusive. Producer retains the unrestricted right to license the Beat to other artists, labels, companies, or third parties.

8. OWNERSHIP

Producer retains 100% ownership of:

- the Beat

- the instrumental composition

- the Beat master recording

- all related copyrights

Licensee owns the lyrics and vocal performance embodied in the Song.

Licensee may not claim ownership of the Beat or instrumental composition.

Any copyright registration must properly reflect Producer’s ownership.

Licensee acknowledges that the Beat may be licensed to multiple artists.

9. PUBLISHING & PRO REGISTRATION

The underlying musical composition embodied in the Song shall be owned as follows:

Writer Share:

- 50% Licensee

- 50% Producer

Each party retains 100% ownership and administration of their publishing share.

Licensee agrees to register the Song with their Performing Rights Organization using the publishing split outlined in this Agreement and including Producer’s information as listed below.

Producer Information for registration:

Producer Legal Name: Samuel Mailloux

PRO: SOCAN

IPI Number: 00780235347

If a registration conflicts with this Agreement, Producer reserves the right to request correction and Licensee agrees to cooperate in correcting inaccurate registrations.

10. MECHANICAL & PERFORMANCE ROYALTIES

Licensee is not required to pay mechanical royalties directly to Producer for uses permitted under this Agreement.

Performance royalties and publishing income shall be collected and distributed by each party’s respective Performing Rights Organization according to the publishing split outlined in this Agreement.

11. CREDIT

Licensee must credit Producer as:

Produced by Mayu Beatz

Credit must appear where commercially and technically feasible including:

- streaming metadata

- video descriptions

- liner notes

- digital releases

Failure of a platform to provide a credit field shall not constitute breach provided reasonable effort was made.

12. CONTENT IDENTIFICATION SYSTEMS

Licensee may not register the Beat or Song with content identification systems.

This includes but is not limited to:

- YouTube Content ID

- Meta Rights Manager

- TikTok Rights Manager

- SoundCloud fingerprinting

Producer reserves the right to register the Beat or derivative works in such systems.

If Licensee creates a claim, it must be removed within 48 hours of notice.

Failure to do so constitutes material breach.

13. PROHIBITED USES

Licensee may not:

- Resell, sublicense, share, lease, transfer, distribute, or otherwise make the Beat available in its instrumental form.

- Claim ownership of the Beat or the underlying musical composition.

- Register the Beat or Song with any content identification, fingerprinting, or automated rights management system in any manner that could generate ownership claims, revenue claims, strikes, blocks, or restrictions against Producer, other licensees, or third parties.

- Register the Beat or Song with any system that would block, monetize, restrict, or otherwise interfere with Producer or other valid licensees using the Beat.

- Use the Beat in connection with unlawful, defamatory, abusive, discriminatory, or hateful content.

- Separate, extract, isolate, reverse-engineer, deconstruct, or otherwise attempt to obtain stems, trackouts, project files, MIDI data, or individual audio elements of the Beat.

- Use the Beat or Song to create sample packs, sound libraries, derivative instrumental works, or competing musical compositions.

- Use the Beat or Song in connection with non-fungible tokens (NFTs), blockchain-based products, or artificial intelligence training datasets.

14. SYNCHRONIZATION

This license does not include synchronization rights for:

- film

- television

- video games

- commercial advertisements

- similar productions

Such uses require a separate license from Producer.

15. TRANSFER OF LICENSE

This license is granted solely to Licensee and may not be assigned, transferred, or sold without written permission from Producer.

16. WARRANTIES

Producer represents they have the legal authority to license the Beat.

Licensee represents that their lyrics, vocals, and recordings do not infringe any third-party rights and that they will obtain any necessary clearances required for their recording.

17. BEAT REPLACEMENT

If Producer becomes aware that the Beat cannot be commercially exploited due to copyright issues, sample clearance problems, or other legal conflicts, Producer may provide Licensee with a replacement beat of equal value.

The replacement beat shall constitute full satisfaction of Producer’s obligations under this Agreement.

Producer shall not be liable for any losses, damages, claims, or expenses arising from such circumstances or from Licensee’s use of the original Beat.

18. VERIFICATION OF USE

Producer may verify usage of the Song through publicly available metrics including streaming platforms, chart data, and distributor analytics. 

Upon reasonable request, Licensee agrees to provide accurate information regarding distribution and usage of the Song.

19. REFUNDS

Due to the digital nature of the product, all sales are final and non-refundable.

20. ENFORCEMENT

Producer reserves the right to enforce their rights under this Agreement, including but not limited to:

- copyright claims

- DMCA takedowns

- revenue claims

- legal action

Any revenue generated from unauthorized use of the Beat or Song may be claimed by Producer as damages to the fullest extent permitted by law. 

Licensee may be responsible for enforcement costs resulting from confirmed violations, including reasonable attorneys’ fees where permitted.

21. INDEMNIFICATION

Licensee agrees to indemnify, defend, and hold harmless Producer from claims, damages, liabilities, losses, costs, or expenses including reasonable attorneys’ fees arising from:

- Licensee’s use of the Beat

- breach of this Agreement

- violation of third-party rights

22. LIMITATION OF LIABILITY

Producer shall not be liable for any indirect, incidental, consequential, special, or punitive damages arising out of or related to the Beat, the Song, or this Agreement, including but not limited to loss of profits, loss of revenue, loss of data, or business interruption, even if Producer has been advised of the possibility of such damages.

To the fullest extent permitted by law, Producer’s total liability under this Agreement shall not exceed the amount of the License Fee paid by Licensee.

23. FORCE MAJEURE

Neither party shall be liable for failure or delay in performing obligations under this Agreement due to events beyond reasonable control, including natural disasters, government actions, internet outages, platform failures, labor disputes, or similar unforeseen circumstances.

24. GOVERNING LAW

This Agreement shall be governed by the laws of Canada.

Both parties submit to the jurisdiction of courts located in Alberta, Canada.

25. NO PARTNERSHIP

Nothing in this Agreement shall be deemed to create a partnership, joint venture, or employment relationship between the parties.

26. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, discussions, or understandings relating to the Beat. Any modification or amendment must be made in writing and agreed to by both parties.

27. SEVERABILITY

If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

28. CONTACT

For questions or notices regarding this Agreement:

support@mayubeatz.com

AGREEMENT

By purchasing, downloading, or otherwise using the Beat, Licensee acknowledges that they have read, understood, and agree to be legally bound by the terms of this Agreement.

No rights are granted unless the License Fee has been paid in full.

NON-EXCLUSIVE PRO LICENSE AGREEMENT

This Non-Exclusive Pro License Agreement (“Agreement”) is entered into as of [the date of purchase] (“Effective Date”) by and between Samuel Mailloux, professionally known as Mayu Beatz (“Producer”) and [Licensee Name] (“Licensee”).

This Agreement is made in consideration of Licensee’s payment of $299.00 (“License Fee”). By purchasing, downloading, accessing, or using the Beat, Licensee agrees to be legally bound by the terms of this Agreement. This license becomes valid only after full payment has been received and the Beat has been delivered to Licensee.

1. THE BEAT

This Agreement applies to the musical composition and sound recording titled [Beat Title] (“Beat”), owned and controlled exclusively by Producer.

Upon receipt of the License Fee, Producer will provide the Beat to Licensee as high-quality MP3, WAV, and Track Stems.

Producer retains all rights not expressly granted in this Agreement.

2. GRANT OF LICENSE

Producer grants Licensee a non-exclusive, non-transferable, non-sublicensable license to use the Beat to create up to three (3) new sound recordings (“Song(s)”), subject to the terms of this Agreement.

A “Song” is defined as a distinct vocal composition and recording created using the Beat.

Licensee may not create additional Songs using the Beat beyond the three (3) permitted without obtaining an upgraded license from Producer.

This Agreement does not transfer ownership of the Beat or the underlying musical composition. All rights, title, and interest in the Beat remain with Producer. Any rights not expressly granted are reserved by Producer.

3. PERMITTED USES

Licensee may:

- Record and commercially release up to three (3) Songs using the Beat

- Distribute the Song(s) on digital streaming platforms and download stores

- Monetize the Song(s) subject to the limitations in this Agreement

- Perform the Song(s) live including ticketed shows, radio broadcasts, and online performances

- Use the Song(s) for promotional, marketing, and social media purposes

- Create unlimited music videos

- Create standard alternate versions of the Song(s) (clean, explicit, radio edit, performance version)

Alternate versions must contain substantially the same vocal performance, lyrics, and composition, except for minor modifications made solely to remove or censor explicit language for clean or radio edits, and may not constitute a new composition. Alternate versions are considered edits of the same Song, not new compositions, and do not count toward the three (3) Song limit.

Any version containing new lyrics, new vocal performances, new featured artists, or substantial musical changes will be considered a new Song under this Agreement.

Licensee may modify the arrangement, tempo, pitch, or structure of the Beat solely for the purpose of incorporating it into the Song(s). Such modifications do not grant the right to extract, reproduce, distribute, or create standalone instrumental works from the Beat.

Promotional clips, previews, snippets, social media posts, lyric videos, reposts, or user-generated content do not count toward streaming limitations. Only full streams of commercially released Song(s) on digital streaming platforms are counted.

All usage metrics are calculated cumulatively across all uploads, versions, reposts, and alternate edits of the Song(s).

4. DISTRIBUTION LIMITATIONS (PRO LICENSE)

Under this Pro License, Licensee may not exceed:

- 2,000,000 total streams across all Song(s)

- 200,000 total downloads or paid copies distributed

- Unlimited music videos

- Radio broadcasting on up to twenty-five (25) stations

Digital streaming platforms include but are not limited to:

- Spotify

- Apple Music

- YouTube

- Amazon Music

- Tidal

- Deezer

and similar services.

Licensee must obtain an upgraded license before exceeding these limits.

Failure to upgrade before exceeding these limits constitutes a material breach of this Agreement. Retroactive upgrades do not cure prior breach unless expressly approved in writing by Producer.

If the Song approaches or exceeds these limits due to unexpected viral growth, Producer will provide Licensee a reasonable opportunity to obtain an upgraded license before enforcement action is taken.

If the Song is released, distributed, or commercially exploited by:

- a record label

- major distributor partnership

- brand collaboration

- film or television production

- commercial advertising campaign

Licensee must obtain an upgraded license or written permission from Producer prior to release.

Producer may credit the original License Fee toward the upgraded license at Producer’s discretion.

Distributor uploads, label releases, and monetized platform releases all count toward distribution limits.

Artificial streaming, botting, or fraudulent manipulation of platform metrics constitutes a breach of this Agreement.

5. TERM

This license is granted in perpetuity unless terminated due to breach.

If Licensee violates this Agreement, Producer will provide written notice and Licensee will have ten (10) business days to cure the violation.

If the violation is not resolved, Producer may terminate this Agreement and Licensee must immediately:

- cease distribution

- cease monetization

- remove the Song(s) from all platforms

Sections relating to ownership, royalties, indemnification, and liability survive termination.

6. MASTER RECORDING REVENUE

Licensee retains 100% of master recording revenue derived from exploitation of the Song(s) collected through digital distributors and platforms including but not limited to:

- Spotify

- Apple Music

- YouTube Music

- Amazon Music

- TikTok

Producer has no claim to distributor payouts collected through services such as:

- DistroKid

- TuneCore

- CD Baby

- UnitedMasters

This Agreement does not transfer ownership of the Beat or the underlying musical composition.

7. NON-EXCLUSIVITY

This license is non-exclusive. Producer retains the unrestricted right to license the Beat to other artists, labels, companies, or third parties.

8. OWNERSHIP

Producer retains 100% ownership of:

- the Beat

- the instrumental composition

- the Beat master recording

- all related copyrights

Licensee owns the lyrics and vocal performance embodied in the Song(s).

Licensee may not claim ownership of the Beat or instrumental composition.

Any copyright registration must properly reflect Producer’s ownership.

Licensee acknowledges that the Beat may be licensed to multiple artists.

9. PUBLISHING & PRO REGISTRATION

The underlying musical composition embodied in the Song(s) shall be owned as follows:

Writer Share:

- 50% Licensee

- 50% Producer

Each party retains 100% ownership and administration of their publishing share.

Licensee agrees to register the Song(s) with their Performing Rights Organization using the publishing split outlined in this Agreement and including Producer’s information as listed below.

Producer Information for registration:

Producer Legal Name: Samuel Mailloux

PRO: SOCAN

IPI Number: 00780235347

If a registration conflicts with this Agreement, Producer reserves the right to request correction and Licensee agrees to cooperate in correcting inaccurate registrations.

10. MECHANICAL & PERFORMANCE ROYALTIES

Licensee is not required to pay mechanical royalties directly to Producer for uses permitted under this Agreement.

Performance royalties and publishing income shall be collected and distributed by each party’s respective Performing Rights Organization according to the publishing split outlined in this Agreement.

11. CREDIT

Licensee must credit Producer as:

Produced by Mayu Beatz

Credit must appear where commercially and technically feasible including:

- streaming metadata

- video descriptions

- liner notes

- digital releases

Failure of a platform to provide a credit field shall not constitute breach provided reasonable effort was made.

12. CONTENT IDENTIFICATION SYSTEMS

Licensee may not register the Beat or Song(s) with content identification systems.

This includes but is not limited to:

- YouTube Content ID

- Meta Rights Manager

- TikTok Rights Manager

- SoundCloud fingerprinting

Producer reserves the right to register the Beat or derivative works in such systems.

If Licensee creates a claim, it must be removed within 48 hours of notice.

Failure to do so constitutes material breach.

13. PROHIBITED USES

Licensee may not:

- Resell, sublicense, share, lease, transfer, distribute, or otherwise make the Beat available in its instrumental form.

- Claim ownership of the Beat or the underlying musical composition.

- Register the Beat or Song(s) with any content identification system in a way that interferes with Producer or other licensees.

- Register the Beat or Song(s) in a way that generates ownership claims, revenue claims, strikes, blocks, or restrictions against Producer or other licensees.

- Use the Beat in connection with unlawful, defamatory, abusive, discriminatory, or hateful content.

- Separate, extract, isolate, reverse-engineer, deconstruct, or otherwise attempt to obtain stems, trackouts, project files, MIDI data, or individual audio elements of the Beat beyond those delivered in the license.

- Use the Beat or Song(s) to create sample packs, sound libraries, derivative instrumental works, or competing musical compositions.

- Use the Beat or Song(s) in connection with NFTs, blockchain products, or artificial intelligence training datasets.

14. SYNCHRONIZATION

This license does not include synchronization rights for:

- film

- television

- video games

- commercial advertisements

- similar productions

Such uses require a separate license from Producer.

15. TRANSFER OF LICENSE

This license is granted solely to Licensee and may not be assigned, transferred, or sold without written permission from Producer.

16. WARRANTIES

Producer represents they have the legal authority to license the Beat.

Licensee represents that their lyrics, vocals, and recordings do not infringe any third-party rights and that they will obtain any necessary clearances required for their recording.

17. BEAT REPLACEMENT

If Producer becomes aware that the Beat cannot be commercially exploited due to copyright issues, sample clearance problems, or other legal conflicts, Producer may provide Licensee with a replacement beat of equal value.

The replacement beat shall constitute full satisfaction of Producer’s obligations under this Agreement.

Producer shall not be liable for any losses, damages, claims, or expenses arising from such circumstances or from Licensee’s use of the original Beat.

18. VERIFICATION OF USE

Producer may verify usage of the Song(s) through publicly available metrics including streaming platforms, chart data, and distributor analytics.

Upon reasonable request, Licensee agrees to provide accurate information regarding distribution and usage of the Song(s).

19. REFUNDS

Due to the digital nature of the product, all sales are final and non-refundable.

20. ENFORCEMENT

Producer reserves the right to enforce their rights under this Agreement, including but not limited to:

- copyright claims

- DMCA takedowns

- revenue claims

- legal action

Any revenue generated from unauthorized use of the Beat or Song(s) may be claimed by Producer as damages to the fullest extent permitted by law.

Licensee may be responsible for enforcement costs resulting from confirmed violations, including reasonable attorneys’ fees where permitted.

21. INDEMNIFICATION

Licensee agrees to indemnify, defend, and hold harmless Producer from claims, damages, liabilities, losses, costs, or expenses including reasonable attorneys’ fees arising from:

- Licensee’s use of the Beat

- breach of this Agreement

- violation of third-party rights

22. LIMITATION OF LIABILITY

Producer shall not be liable for any indirect, incidental, consequential, special, or punitive damages arising out of or related to the Beat, the Song(s), or this Agreement, including but not limited to loss of profits, revenue, data, or business interruption.

To the fullest extent permitted by law, Producer’s total liability shall not exceed the amount of the License Fee paid by Licensee.

23. FORCE MAJEURE

Neither party shall be liable for failure or delay in performing obligations under this Agreement due to events beyond reasonable control, including natural disasters, government actions, internet outages, platform failures, labor disputes, or similar unforeseen circumstances.

24. GOVERNING LAW

This Agreement shall be governed by the laws of Canada.

Both parties submit to the jurisdiction of courts located in Alberta, Canada.

25. NO PARTNERSHIP

Nothing in this Agreement shall be deemed to create a partnership, joint venture, or employment relationship between the parties.

26. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, discussions, or understandings relating to the Beat.

Any modification must be made in writing and agreed to by both parties.

27. SEVERABILITY

If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

28. CONTACT

For questions or notices regarding this Agreement:

support@mayubeatz.com

AGREEMENT

By purchasing, downloading, accessing, or otherwise using the Beat, Licensee acknowledges that they have read, understood, and agree to be legally bound by the terms of this Agreement.

No rights are granted unless the License Fee has been paid in full.

NON-EXCLUSIVE UNLIMITED LICENSE AGREEMENT

This Non-Exclusive Unlimited License Agreement (“Agreement”) is entered into as of [the date of purchase] (“Effective Date”) by and between Samuel Mailloux, professionally known as Mayu Beatz (“Producer”) and [Licensee Name] (“Licensee”).

This Agreement is made in consideration of Licensee’s payment of $599.00 (“License Fee”). By purchasing, downloading, accessing, or using the Beat, Licensee agrees to be legally bound by the terms of this Agreement. This license becomes valid only after full payment has been received and the Beat has been delivered to Licensee.

1. THE BEAT

This Agreement applies to the musical composition and sound recording titled [Beat Title] (“Beat”), owned and controlled exclusively by Producer.

Upon receipt of the License Fee, Producer will provide the Beat to Licensee as high-quality MP3, WAV, and Track Stems.

Producer retains all rights not expressly granted in this Agreement.

2. GRANT OF LICENSE

Producer grants Licensee a non-exclusive, non-transferable, non-sublicensable license to use the Beat to create an unlimited number of new sound recordings (“Song(s)”), subject to the terms of this Agreement.

A “Song” is defined as a distinct vocal composition and recording created using the Beat.

This Agreement does not transfer ownership of the Beat or the underlying musical composition. All rights, title, and interest in the Beat remain with Producer. Any rights not expressly granted are reserved by Producer.

3. PERMITTED USES

Licensee may:

- Record and commercially release unlimited Songs using the Beat

- Distribute the Song(s) on digital streaming platforms and download stores

- Monetize the Song(s) subject to the limitations in this Agreement

- Perform the Song(s) live including ticketed shows, radio broadcasts, and online performances

- Use the Song(s) for promotional, marketing, and social media purposes

- Create unlimited music videos

- Create standard alternate versions of the Song(s) (clean, explicit, radio edit, performance version)

Alternate versions must contain substantially the same vocal performance, lyrics, and composition, except for minor modifications made solely to remove or censor explicit language for clean or radio edits, and may not constitute a new composition. Alternate versions are considered edits of the same Song, not new compositions.

Any version containing new lyrics, new vocal performances, new featured artists, or substantial musical changes will be considered a new Song under this Agreement.

Licensee may modify the arrangement, tempo, pitch, or structure of the Beat solely for the purpose of incorporating it into the Song(s). Such modifications do not grant the right to extract, reproduce, or create new instrumental works from the Beat.

Promotional clips, previews, snippets, social media posts, lyric videos, reposts, or user-generated content do not count toward streaming limitations. Only full streams of the commercially released Song(s) on digital streaming platforms are counted.

All usage metrics are calculated cumulatively across all uploads, versions, reposts, and alternate edits.

4. DISTRIBUTION LIMITATIONS (UNLIMITED LICENSE)

Under this Unlimited License, there are no limits on:

- Total streams

- Downloads or paid copies distributed

- Music videos

- Radio broadcasting

Digital streaming platforms include but are not limited to:

- Spotify

- Apple Music

- YouTube

- Amazon Music

- Tidal

- Deezer

and similar services.

If the Song is released, distributed, or commercially exploited by:

- a record label

- major distributor partnership

- brand collaboration

- film or television production

- commercial advertising campaign

Licensee must obtain written permission from Producer prior to release.

Distributor uploads, label releases, and monetized platform releases all count toward distribution.

Artificial streaming, botting, or fraudulent manipulation of platform metrics constitutes a breach of this Agreement.

5. TERM

This license is granted in perpetuity unless terminated due to breach.

If Licensee violates this Agreement, Producer will provide written notice and Licensee will have ten (10) business days to cure the violation.

If the violation is not resolved, Producer may terminate this Agreement and Licensee must immediately:

- cease distribution

- cease monetization

- remove the Song(s) from all platforms

Sections relating to ownership, royalties, indemnification, and liability survive termination.

6. MASTER RECORDING REVENUE

Licensee retains 100% of master recording revenue derived from exploitation of the Song(s) collected through digital distributors and platforms including but not limited to:

- Spotify

- Apple Music

- YouTube Music

- Amazon Music

- TikTok

Producer has no claim to distributor payouts collected through services such as:

- DistroKid

- TuneCore

- CD Baby

- UnitedMasters

This Agreement does not transfer ownership of the Beat or the underlying musical composition.

7. NON-EXCLUSIVITY

This license is non-exclusive. Producer retains the unrestricted right to license the Beat to other artists, labels, companies, or third parties.

8. OWNERSHIP

Producer retains 100% ownership of:

- the Beat

- the instrumental composition

- the Beat master recording

- all related copyrights

Licensee owns the lyrics and vocal performance embodied in the Song(s).

Licensee may not claim ownership of the Beat or instrumental composition.

Any copyright registration must properly reflect Producer’s ownership.

Licensee acknowledges that the Beat may be licensed to multiple artists.

9. PUBLISHING & PRO REGISTRATION

The underlying musical composition embodied in the Song(s) shall be owned as follows:

Writer Share:

- 50% Licensee

- 50% Producer

Each party retains 100% ownership and administration of their publishing share.

Licensee agrees to register the Song(s) with their Performing Rights Organization using the publishing split outlined in this Agreement and including Producer’s information as listed below.

Producer Information for registration:

Producer Legal Name: Samuel Mailloux

PRO: SOCAN

IPI Number: 00780235347

If a registration conflicts with this Agreement, Producer reserves the right to request correction and Licensee agrees to cooperate in correcting inaccurate registrations.

10. MECHANICAL & PERFORMANCE ROYALTIES

Licensee is not required to pay mechanical royalties directly to Producer for uses permitted under this Agreement.

Performance royalties and publishing income shall be collected and distributed by each party’s respective Performing Rights Organization according to the publishing split outlined in this Agreement.

11. CREDIT

Licensee must credit Producer as:

Produced by Mayu Beatz

Credit must appear where commercially and technically feasible including:

- streaming metadata

- video descriptions

- liner notes

- digital releases

Failure of a platform to provide a credit field shall not constitute breach provided reasonable effort was made.

12. CONTENT IDENTIFICATION SYSTEMS

Licensee may not register the Beat or Song(s) with content identification systems.

This includes but is not limited to:

- YouTube Content ID

- Meta Rights Manager

- TikTok Rights Manager

- SoundCloud fingerprinting

Producer reserves the right to register the Beat or derivative works in such systems.

If Licensee creates a claim, it must be removed within 48 hours of notice.

Failure to do so constitutes material breach.

13. PROHIBITED USES

Licensee may not:

- Resell, sublicense, share, lease, transfer, distribute, or otherwise make the Beat available in its instrumental form.

- Claim ownership of the Beat or the underlying musical composition.

- Register the Beat or Song(s) with any system that could generate ownership claims, revenue claims, strikes, blocks, or restrictions against Producer or other licensees.

- Use the Beat in connection with unlawful, defamatory, abusive, discriminatory, or hateful content.

- Separate, extract, isolate, reverse-engineer, deconstruct, or otherwise attempt to obtain stems, trackouts, project files, MIDI data, or individual audio elements of the Beat beyond those delivered in the license.

- Use the Beat or Song(s) to create sample packs, sound libraries, derivative instrumental works, or competing musical compositions.

- Use the Beat or Song(s) in connection with NFTs, blockchain products, or artificial intelligence training datasets.

14. SYNCHRONIZATION

This license does not include synchronization rights for:

- film

- television

- video games

- commercial advertisements

- similar productions

Such uses require a separate license from Producer.

15. TRANSFER OF LICENSE

This license is granted solely to Licensee and may not be assigned, transferred, or sold without written permission from Producer.

16. WARRANTIES

Producer represents they have the legal authority to license the Beat.

Licensee represents that their lyrics, vocals, and recordings do not infringe any third-party rights and that they will obtain any necessary clearances required for their recording.

17. BEAT REPLACEMENT

If Producer becomes aware that the Beat cannot be commercially exploited due to copyright issues, sample clearance problems, or other legal conflicts, Producer may provide Licensee with a replacement beat of equal value.

The replacement beat shall constitute full satisfaction of Producer’s obligations under this Agreement.

Producer shall not be liable for any losses, damages, claims, or expenses arising from such circumstances or from Licensee’s use of the original Beat.

18. VERIFICATION OF USE

Producer may verify usage of the Song(s) through publicly available metrics including streaming platforms, chart data, and distributor analytics.

Upon reasonable request, Licensee agrees to provide accurate information regarding distribution and usage of the Song(s).

19. REFUNDS

Due to the digital nature of the product, all sales are final and non-refundable.

20. ENFORCEMENT

Producer reserves the right to enforce their rights under this Agreement, including but not limited to:

- copyright claims

- DMCA takedowns

- revenue claims

- legal action

Any revenue generated from unauthorized use of the Beat or Song(s) may be claimed by Producer as damages to the fullest extent permitted by law.

Licensee may be responsible for enforcement costs resulting from confirmed violations, including reasonable attorneys’ fees where permitted.

21. INDEMNIFICATION

Licensee agrees to indemnify, defend, and hold harmless Producer from claims, damages, liabilities, losses, costs, or expenses including reasonable attorneys’ fees arising from:

- Licensee’s use of the Beat

- breach of this Agreement

- violation of third-party rights

22. LIMITATION OF LIABILITY

Producer shall not be liable for any indirect, incidental, consequential, special, or punitive damages arising out of or related to the Beat, the Song(s), or this Agreement, including but not limited to loss of profits, revenue, data, or business interruption.

To the fullest extent permitted by law, Producer’s total liability under this Agreement shall not exceed the amount of the License Fee paid by Licensee.

23. FORCE MAJEURE

Neither party shall be liable for failure or delay in performing obligations under this Agreement due to events beyond reasonable control, including natural disasters, government actions, internet outages, platform failures, labor disputes, or similar unforeseen circumstances.

24. GOVERNING LAW

This Agreement shall be governed by the laws of Canada.

Both parties submit to the jurisdiction of courts located in Alberta, Canada.

25. NO PARTNERSHIP

Nothing in this Agreement shall be deemed to create a partnership, joint venture, or employment relationship between the parties.

26. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, discussions, or understandings relating to the Beat.

Any modification must be made in writing and agreed to by both parties.

27. SEVERABILITY

If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

28. CONTACT

For questions or notices regarding this Agreement:

support@mayubeatz.com

AGREEMENT

By purchasing, downloading, or otherwise using the Beat, Licensee acknowledges that they have read, understood, and agree to be legally bound by this Agreement. No rights are granted unless the License Fee has been paid in full.