Non-Exclusive Limited Music License Agreement

Non-Exclusive Limited Music License Agreement

This Non-Exclusive Limited Music License Agreement (the “Agreement”) is made effective as of 01/01/2024, by and between Arkatech Beatz Entertainment LLC, (the “Licensor”), and ("You" or "Licensee").

License Fee and Payment Terms:

The Licensee agrees to a recurring monthly fee of $99.95 for the Producer Plus membership, granting non-exclusive access to 6 specified Beats per month, or $149.95 for the Producer Elite membership, granting access to 10 Beats per month. Each Beat is licensed under a 5-year term for Producer Plus and a 10-year term for Producer Elite.

Alternatively, the Licensee may choose a Premium License for $59.95 per Beat or a Premium Plus License for $99.95 per Beat. Premium License includes 1,000 physical copies and 500,000 streams/video views per Beat. Premium Plus License includes 2,000 physical copies and 1,000,000 streams/video views per Beat.

This fee is auto-renewable and must be paid in full at the beginning of each month for memberships. Failure to meet the payment requirements may result in immediate suspension or termination of the license.
Delivery of the Beats:

The Licensor commits to providing high-quality MP3 or WAV files of the Beats to the Licensee. Delivery will be executed through a secure download link sent to the Licensee's provided email address. The Licensee is entitled to unlimited downloads of the Beats for as long as the membership remains active.

Usage Rights and Limitations:

The Licensee is permitted to incorporate the Beats into a new song or piece of instrumental music, altering the Beats as needed for personal artistic creation.

Distribution for Premium License is capped at 1,000 sales and 500,000 streams. For Premium Plus License, distribution is capped at 2,000 sales and 1,000,000 streams.

For public performances, the Licensee is required to maintain a professional standard that reflects well on the Licensor's reputation.

Licensee may use the licensed beat(s) to create a new song(s) or piece of music.

Licensee may modify the beat(s) as necessary for their new song.

The new song may be used for promotional purposes, including singles, mixtapes, and non-monetized streaming.

Licensee is permitted for-profit live performances and may include the new song in Spotify playlists, with Arkatech Beatz’s approval to ensure music quality.

Licensee is allowed to distribute 1,000 copies for the Premium License or 2,000 copies for the Premium Plus License, have 500,000 audio streams for Premium License or 1,000,000 for Premium Plus License, and create one (1) music video.

If these limits are exceeded, a new license must be obtained.

Restrictions on Use: The Licensee acknowledges that rights granted are strictly non-transferable. Use of the Beat or New Song for unauthorized synchronization, such as in films or commercials, without prior express permission is prohibited. The Licensee is barred from sublicensing or using the Beat for samples. Any distribution of the Beat akin to its original form, including illegal copying or sharing, is strictly forbidden. The Licensee may provide the Beat to collaborators for the purpose of working on the New Song. It's agreed that the New Song is a derivative work and does not establish a joint work with any third-party derivative works. These restrictions ensure the protection of the Beat’s integrity and the
Producer's rights

Synchronization Rights: Licensee is granted one (1) usage for personal music videos. For any sync outside of personal music videos, such as in films or commercials, a separate sync license must be obtained from Licensor.

Ownership, Credits, and Publishing: The Licensor retains full ownership of the master recordings and compositions. The Licensee's ownership is limited to the new lyrical or instrumental contributions made atop the Beats. All publications and distributions of the new work must credit 'Arkatech Beatz' as the producer. Any publishing income derived from the new work must be split according to this agreement, with the Licensee responsible for registering the new work with their PRO and crediting the Licensor accordingly.

Licensor retains all rights to the master recordings and underlying compositions.
Licensee owns 50% of the writer's share.
The remaining 50% is owned by Collin Anthony Dewar & Michael Wellesley Dewar, publishing through Arkatech Beatz LLC (ASCAP).
All uses must credit Arkatech Beatz as the producer.

The Producer, Arkatech Beatz, maintains full ownership and all intellectual property rights of the Beats. This agreement does not transfer any of these rights to the Licensee. The Licensee is granted usage rights for the New Song creation but may not claim ownership over the Beat or its components. The Licensee and Arkatech Beatz will equally share the writer's share of the New Song. Any attempt by the Licensee to register the Beats or New Song for copyright without Arkatech Beatz's consent will be considered a breach of this agreement. The Licensee agrees to assist in any documentation to assert Arkatech Beatz's rights if requested.

Mechanical License: The Licensee is authorized to record and release compositions provided by the Licensor under this agreement, known as 'Controlled Compositions.' The Licensor agrees to grant mechanical licenses for these compositions. For sales in the United States and Canada, the Licensee agrees to pay mechanical royalties at the full statutory rate. There is no maximum cap for albums or EPs. For sales outside the United States and Canada, the mechanical royalty rate will conform to the prevailing industry standard of the respective country as of the date of this agreement. These mechanical licenses are a prerequisite for any distribution of the New Song that includes the Controlled Composition.

Credit: The Licensee is granted the right to use the Producer’s name, likeness, and other identifying materials for promotional purposes related to the New Song. The Licensee commits to providing due credit to the Producer on all forms of media where the New Song appears, which includes digital formats, CDs, vinyl, and any promotional materials. Such credits shall read 'Produced by Arkatech Beatz.' In any instance where the Producer’s credit is omitted or incorrect, the Licensee agrees to rectify such errors promptly upon discovery. Failure to comply with this credit clause constitutes a breach of agreement, necessitating immediate remedial action by the Licensee.

Restrictions on Transfer and Use: The Licensee may not transfer or assign their rights to any third party. The Beats may not be used in any unauthorized way, including but not limited to synchronization in commercial projects, without a separate licensing agreement. The Licensee must prevent any unauthorized copying or distribution of the Beats.

Breach of Agreement and Consequences: If the Licensee breaches the agreement, they must rectify the breach within five business days upon receiving written notice. Failing to remedy the breach may lead to termination of the license and potential legal action for damages incurred due to the breach.

Warranties, Representations, and Indemnification: The Licensor provides the Beats as-is, without any warranty as to their fitness for any particular use. The Licensee indemnifies the Licensor against any claims or legal actions arising from their use of the Beats, including but not limited to claims of infringement.

General Provisions and Governing Law: This Agreement represents the full understanding between the Licensor and Licensee. It is governed by the laws of Atlanta, GA, and any disputes will be adjudicated in the jurisdiction of Atlanta, GA. The Agreement may be amended only in writing and any notice under this Agreement shall be deemed given when sent by registered mail or email to the addresses provided by both parties.

Miscellaneous Provisions:

This Non-Exclusive Unlimited Music License Agreement embodies the full and complete understanding between Arkatech Beatz Entertainment LLC ("Licensor") and the Licensee, superseding all prior understandings, whether written or verbal. Amendments to this contract are enforceable only when made in writing and signed by both parties. Should any clause herein be legally declared void or unenforceable, it shall not affect the validity or enforceability of the remainder of this agreement.

No breach of this contract by the Licensor shall be deemed substantive unless the Licensee provides written notice of the breach and the Licensor fails to remedy said breach within thirty (30) days of receiving notice, or, if the breach is not remediable within thirty (30) days, the Licensor does not begin remedial actions within that timeframe and then diligently pursues remedy to completion.

This agreement shall be interpreted according to the laws of Atlanta, GA, USA. Exclusive jurisdiction and venue for any related legal proceedings shall lie with the state or federal courts within Atlanta, GA, USA. Any monetary entitlements due to the Licensee under this agreement are confined to those explicitly detailed herein.

Notices under this agreement should be delivered in writing via certified mail to the designated addresses and are considered delivered upon receipt. Notices sent by certified mail are presumed received five (5) business days post-mailing; notices sent via expedited delivery are presumed received two (2) business days post-dispatch.

By purchasing a membership and downloading beats, the Licensee acknowledges and agrees to the terms herein, serving as a binding acceptance of this agreement, rendering the need for physical signatures obsolete. This agreement is effective and enforceable upon the Licensee's purchase and download of the beat(s).