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Unlimited License Agreement

八月 30, 2020

THIS LICENSE AGREEMENT is made August 22, 2020 between THAIBEATS, the Licensor hereinafter referred to as the (“Licensor”), and Buyer Name hereinafter referred to as the (“Licensee”).

By this agreement, the Licensor in consideration of the full payment of $249.99 USD grants to the Licensee all the rights set out below in the copyrighted musical composition Beat Title hereinafter referred to as (“the Beat”)

DISCLAIMER: NON-REFUNDABILITY AND NON-TRANSFERABILITY OF LICENCE

It is hereby agreed by the parties that this license agreement and all audio files are delivered only upon full payment of the consideration as set out above. By purchasing, the Licensee agrees to the terms that any sale pursuant to this agreement is final and non-refundable. 

This is however without prejudice to the fact that if the Licensee has a change of mind about any purchase where the Licensee is yet to download the product, the Licensor will be obliged to make a refund upon Licensee’s request. The Licensor shall also make a refund upon Licensee’s request where Licensee by accident makes a double order of the same instrumentals.

1. LICENSOR’S WARRANTY

The Licensor warrants that the Beat is a composition and master recording, and contains sounds produced by the Licensor or sounds over which the Licensor have obtained the proper license. The Licensor also warrants that the Beat is protected by copyrights. 

2. BEAT RIGHTS GRANTED TO LICENSEE

The right granted by the Licensor to the Licensee over the Beat shall for all time be limited, non-exclusive, non-transferable. The Licensee is granted the rights to use the Beat in the creation of one new musical composition and master recording (“New Song.”) 

The New Song shall be created by the Licensee by mixing the Beat with substantial new elements including vocals, samples, lyrics, instrumental tracks, or other sounds owned by or properly licensed to the Licensee. 

3. BEAT RIGHTS RETAINED BY LICENSOR

Copyright ownership of the Beat shall be retained in the Licensor and the Licensee shall not reserve the right to exercise any right of ownership over the Beat which includes but is not limited to loaning, renting, sharing, uploading, or reselling the Beat. The Licensee shall not also reserve the right to re-assign rights to the Beat to any party, either in whole or in part. 

Upon the execution of this Agreement, the Licensor shall reserve the right to continue to transfer or license any and all rights to the Beat to any other parties for any purpose, exclusively or non-exclusively. Any such subsequent exercise of ownership rights by the Licensor shall be without prejudice to the existing licensee’s full rights in line with their agreement with the Licensor.

4. PERMITTED USES OF THE NEW SONG

The Licensee may perform record, reproduce, distribute, stream, monetize, and sell the New Song worldwide in whatever quantity and for however long, in so far as Licensee complies with the following restrictions:

  • Miscellaneous: Licensee reserves the right to distribute a unit not exceeding UNLIMITED of the “New Song” mixing hard copies, digital copies, and digital downloads, including all units, provided free and with profit-making motives.
  • Streaming/Distribution: Licensee has the authority limited to UNLIMITED aggregate streams of the New Song on Spotify, Pandora, Apple Music, Tidal, JOOX, YouTube Music and other related monetize distribution platforms. 
  • Sharing Platforms: The Licensee reserves the right to use the “New Song” as a video and audio track in the production of up to One (1) music videos. The Licensee also reserves the right to upload this video or track to limited of One (1) YouTube channel and other related platforms for up to UNLIMITED plays on each Sharing Platform, and the Licensee shall be entitled to make profits thereof. Including YouTube, SoundCloud, Audiomack, Facebook, Instagram, Tik-Tok, Twitter and related social sharing platforms.
  • Content ID and Copyright Management services: Right of registering the New Song shall be reserved by only the Licensor. It is prohibited under this agreement for the Licensee to register or attempt to register the New Song and/or the Beat with the ‘’YouTube ContentID or any AudioID services’’. 
  • Synchronization and Broadcast: The Licensor hereby grants the Licensee, limited synchronization rights for One (1) video for each video streaming platform (YouTube, Vimeo, Facebook video,  etc.) limited for up to UNLIMITED monetized or non-monetized video streams on each platform. The Licensor hereby grants to Licensee radio broadcasting rights up to UNLIMITED radio stations

The use of the New Song or Composition in film, theatrical, television, video games, over-the-top media services (e.g Netflix, Disney etc.,) or corporation is licensed separately, and such custom synchronization uses. 

  • Performing: The Licensee is granted by the Licensor a non-exclusive license to use the New Song in UNLIMITED non-profit or profit-making performances or related events. The Licensee reserves the right to receive compensation from performances with this license. 
  • Revenues: The Licensee has a mandatory duty to inform Licensor of total earning immediately, where the New Song is used for all purposes with a record label or any company with gross revenue of over $10,000 USD  the Licensor shall receive credit and 20% royalties and publishing rights share for the Beat.

The Licensee must renew or upgrade the License before Licensee can recommence exercising any rights over the New Song.

In any event where the Licensee continues to distribute or stream the New Song after lapse of the Licensee’s rights to do so under this License Agreement pursuant to the paragraph above, total copyright interests in the Beat and New Song shall be irrevocably transferred from the Licensee to the Licensor from the time the Licensee’s license lapsed.

Where the Beat has not already been exclusively licensed to another party, the Licensee may apply to extend the distribution and streaming limits of the New Song by executing a new agreement with the Licensor. The Licensor reserves the right to exercise absolute discretion on whether or not to execute a new Agreement with the Licensee.

 5. COPYRIGHT AND ROYALTIES

Proprietary interest over copyrights in the New Song and the master sound recording shall be shared as follows:

  • Beat Copyright: 100% retained to the Licensor.
  • New Song / Lyric Copyright: 100% to the Licensee.
  • Royalties, Publishing rights of the New Song: 100% to the Licensee.

If any of the three copyright listed above (Licensor’s Royalties) is exploited, the Licensor shall in the proportion set out in the paragraph above, receive an income of any kind and from any source.

The Licensee must disclose the Licensor’s copyright proprietary interest proportion (“split sheet”) to all material parties, including the Licensee’s record label, aggregator, distributor, and publisher. 

The Licensee shall also have a duty to disclose Licensor’s copyright proprietary interest proportion where Licensee registers the New Song with any copyright authority worldwide (i.e. United States Copyright Office) or with any Copyright and Performing Rights Organization worldwide (i.e. ASCAP).

The Licensee shall forward and inform all material parties mentioned above to forward to the Licensor, Licensor’s Royalties. The said Licensor’s Royalties shall be forwarded to the Licensor directly and expeditiously. 

6. INDEMNITY

The Licensee undertakes to fully indemnify the Licensor (including Licensor’s officers, agents, and employees) in the event of any and all claims, demands, losses, causes of action, damage, lawsuits, judgments, including attorneys’ fees and costs, caused by the Licensee’s breach or alleged breach of any term, representation, or warranty of this agreement, including but not limited to the Licensee’s use or alleged use of unlicensed or improperly licensed material in the creation of the New Song and the master sound recording. The Licensor in any of the following events shall not be liable to the Licensee.

7. AUDIO SAMPLES

Where the beat is included 3rd-party samples, it shall be the duty of the Licensee to clear the 3rd-party sample. 

8. LICENSOR CREDIT

For the purposes of media releases, the Licensee shall give credit to the Licensor as “THAIBEATS”. The nature of the credit is such that indicates that the Beat produced by THAIBEATS.

9. DELIVERY OF THE BEAT

Delivery of the Beat shall be done by the Licensor in an untagged master MP3 file, WAV file, Stems WAV files. 

10. ENFORCEMENT

This Agreement and the performance thereof shall be governed, interpreted, construed and regulated by the laws of Thailand, under which THAIBEATS is registered.

11. TERM

This Agreement shall be for a term of six (6) years beginning on the “Effective Date” first mentioned above. 

12. ELECTRONIC SIGNATURES

The parties acknowledge and agree that this Agreement may be executed by electronic signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature. Without limitation, “electronic signature” shall include email versions of an original signature or electronically scanned and transmitted versions (e.g., via PDF) of an original signature.

13. ACCEPTANCE OF THIS AGREEMENT

This Agreement constitutes the entire agreement between the parties hereto and by the Licensor signing this agreement, it is agreed that the covenants, obligations, and conditions herein contained shall be binding on the parties.