After you acquire something from here you will receive via email (The one you provide in the checkout or the one you use to log in) the final and valid License Agreement, the email might end up in your spam folder just so you know.

LICENSE AGREEMENT

This CUSTOM BEAT (Contract Preview Only) License Agreement (the "Agreement") is effective as of Preview Only (the "Effective Date") by and between Eduardo Daniel Rodriguez, p/k/a “Deyko” (the “Producer” or “Licensor”) and Preview Only (the "Licensee"). This Agreement governs the use of the instrumental music file entitled Preview Only (the "Beat") in exchange for the License Fee of Preview Only, on a so-called “CUSTOM BEAT” basis. 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.

LICENSE FEE, GRANT & DELIVERY

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. Upon receipt of the License Fee, Producer grants Licensee an exclusive, non-assignable license to use the Beat to create one (1) new derivative musical recording (the "New Recording"). The Beat will be delivered via email through the email address provided, the Producer shall deliver the initial draft for the Licensee's review within seven (7) business days after the payment of the License Fee for the Licensee to download The Beat after the approval of the draft in 24-bit/44.1k WAV and 320kbps MP3 file format along with "tracked out" stem files for the Beat (as such terms are understood in the music industry).

THE TERM

The Term of this License Agreement shall be in perpetuity (unless terminated earlier pursuant to the terms of this Agreement).

PERMITTED USE & LIMITATIONS
The Beat is licensed hereunder on an EXCLUSIVE basis. The Producer shall not exploit the Beat nor grant any subsequent licenses to third parties. Licensee is granted an EXCLUSIVE and non-assignable license to produce one (1) significantly different (unique addition) and new derivative musical composition (the "New Composition") and one (1) derivative master recording (the "New Recording") incorporating the Beat. The New Song shall be defined as the final musical work resulting from the integration of Licensee’s written lyrics over the Beat, and/or the incorporation of all or portions/samples of the Beat into the instrumental music of a New Composition and New Recording. The new song or piece of instrumental music created by the Licensee which incorporates some or all of the Beat shall be referred to as the "New Song". Licensee is granted permission to alter the arrangement, tempo, pitch, or duration of the Beat solely for the purpose of completing the New Song.
This Agreement grants the Licensee a worldwide, exclusive license to utilize the Beat as incorporated within the New Song, strictly for the purposes and in the manners expressly outlined herein. This grant of rights is subject to all sale restrictions, limitations, and prohibited uses specified in this Agreement. The Licensee acknowledges that all rights granted are EXCLUSIVE. Furthermore, the Licensee shall not have the right to sublicense the New Composition and/or New Recording to any third party (for example, the Licensee may not permit others to "sample" the New Recording in a separate master recording).
The New Song may be used for any promotional purposes, including but not limited to, a release in a single format, for inclusion in a mixtape or free compilation of music bundled together (EP or album), and/or promotional, non-monetized digital streaming.
The Licensee has the right to unlimited uses of the New Song for any for-profit public performances and unlimited non-profit performances, including but not limited to, live appearances at concerts, festivals, or nightclubs. The New Song may be played on unlimited terrestrial or satellite radio stations. Any recording of a live performance of the New Song shall be classified as a "New Recording" and remains subject to all terms and conditions of this Agreement.
The Licensee is granted the right to synchronize the New Song with unlimited audiovisual works ("Music Videos"). The duration of the Music Videos may not have any specific limit. The Music Videos may be used to promote the New Song and may be used to advertise any third-party product or service.
The Licensee may exploit the Music Videos on internet video platforms (e.g., YouTube, Vimeo, Instagram, Facebook, and/or Vevo) and may monetize Music Videos on any platform. The video description must provide clear credit to Deyko as the producer. The Licensee may license the Music Videos to third parties or permit its broadcast on television networks. For the avoidance of doubt, the New Composition and/or New Recording (and/or Beat) may be synchronized with or incorporated in other audiovisual work, (i.e., other than the Music Videos as permitted above) for example without limitation, in any commercial, television show, film or video game, in connection with any such synchronization, the Producer shall be compensated pursuant to the upfront fee and royalty provisions set forth in the ROYALTIES section of this Agreement.
The Licensee is granted the right to distribute the New Song for sale in both digital and physical formats, subject to Unlimited total downloads or physical units sold, unlimited monetized audio streams across all services and platforms, unlimited monetized video streams, unlimited non-monetized video streams and unlimited free downloads. The New Song may be available for sale as a standalone single or as part of a larger compilation, such as an EP or full-length album, through digital retailers in MP3 format or via physical media, including but not limited to compact discs and vinyl records. For the avoidance of doubt, the Licensee is strictly PROHIBITED from selling the Beat in the original form in which it was delivered; the rights granted under this provision vest only upon the creation of a New Song. Any attempt to sell the Beat in its original form shall be deemed a material breach of this Agreement, rendering the Licensee liable to the Licensor for all applicable damages.
Upon the successful receipt and clearance of the License Fee by the Licensor, the Beat shall be deemed strictly exclusive to the Licensee, subject only to the prior rights explicitly disclosed in this Agreement. The Producer hereby guarantees, warrants, and covenants that from the moment of said payment, no further licenses, leases, or rights of any kind regarding the Beat shall be sold, assigned, transferred or granted to any third party.
The standard duration for the delivered Beat is capped at a maximum of five (5) minutes. Any request for a composition exceeding this duration shall be considered an extension of the project scope and may be subject to additional production fees, to be agreed upon in writing by both parties prior to the commencement of the extended work.
REVISIONS AND ADJUSTMENTS

The Producer provides two (2) complimentary rounds of revisions to ensure the final work aligns with the Licensee's creative vision. A "round" is defined as a single, consolidated list of requested changes submitted by the Licensee. Following the completion of these two complimentary rounds, any additional revisions shall be subject to a fee of twenty-five dollars ($25 USD) per round. All revision requests must be submitted within two (2) business days of the delivery of the initial draft.

REFUNDS

The license fee paid is considered refundable after the initial payment and before the first draft is delivered. Once the Producer has delivered the first draft of the work to the Licensee, the License Fee is deemed fully earned by the Producer and the Licensee shall no longer be eligible for any refund, partial or full. Any request for cancellation prior to the delivery of the first draft shall be subject to the Producer's discretion and may be subject to a processing fee to cover administrative costs (30% of the License Fee).

CONTENT ID REGISTRATION

The Licensee is allowed to register, or to permit the registration of the New Composition and/or New Recording with any content identification system or service including, without limitation, YouTube's Content ID.

USAGE OF THE BEAT

For the avoidance of doubt, the Licensee is not getting any rights to commercially exploit the Beat in its original, independent form. Rights are granted solely for the creation and exploitation of a New Composition and New Recording that incorporates the Beat alongside substantial original and unique contributions. These additions must be sufficient to clearly distinguish the resulting work from the original Beat, ensuring that the New Song does not directly compete with the Beat's commercial presence as an independent instrumental work.

PRO REGISTRATION

The Producer is the sole author and composer of the Beat, which constitutes one-half of the total songwriting of the resulting musical composition; accordingly, the Licensee agrees that the Producer shall retain fifty percent (50%) ownership of the copyright in the New Composition. The Licensee further agrees that any registration of the New Composition with relevant Performance Rights Organizations (e.g., BMI, ASCAP, SESAC, etc.) shall accurately reflect the Producer's fifty percent (50%) allocation of the total writer's share under the writer’s name Deyko (IPI: 01351275271) and fifty percent (50%) of the total publisher's share under the publisher’s name EDUARDO DANIEL RODRIGUEZ (Self-Published) (IPI: 01351275173). Furthermore, the Licensee agrees that in the event the Licensee decides to re-produce, re-record, remix, or re-release the New Composition (or the underlying musical work and lyrics created in connection with the Beat) in the future with a new musical production or instrumental not featuring the Beat, the Producer shall remain entitled to their fifty percent (50%) ownership of the songwriting/publishing copyright in any such new release or subsequent version, as the underlying musical work was original composed to the Beat.

ROYALTIES

In addition to the initial License Fee, the Licensee agrees to remit all applicable royalties to the Producer, either by directing their distributor (e.g., Amuse, DistroKid) or a professional record label to do so utilizing the Producer’s designated email (deykoprod1@gmail.com) or by remitting payment directly via PayPal or bank transfer that may be provided upon emailed request. Regarding Mechanical Royalties, the Licensee shall ensure the Producer is paid for their 50% songwriting share of the New Composition at the minimum statutory rate for all master recording sales and streams (e.g., iTunes, Spotify, or physical CD sales) with no cap applied to such rates for albums or EPs. Regarding Producer Royalties, For Producer's production of the Beat you intend to use in the New Recording, The Licensee agrees to pay Producer: (i) for audio streams on digital streaming platforms and YouTube Video Ad Revenue, a 33% net royalty of everything The Licensee make from the New Recording; and (ii) a 25% net royalty of everything you make from the New Song for master use, synchronization licenses, digital or physical sales of Music Videos, and any other (included but not limited to the master royalties) exploitation or use not explicitly specified herein, which shall apply from the first dollar generated without any stream threshold, except as otherwise provided in the SoundExchange section below. All royalties shall be accounted for and remitted to the Producer no less than twice annually, and the Producer reserves customary audit rights to verify the accuracy of all royalty reports and payments.

SOUNDEXCHANGE REGISTRATION

The Licensee agrees that if/when you register the New Recording with SoundExchange and comparable foreign collectors of master recording public performance royalties, you will direct the same (e.g., by a letter of direction) to pay to Producer twenty-five percent (25%) of any and all public performance royalties collected in connection with the New Recording, using the LOD forms available on their website: https://www.soundexchange.com/

CREDIT

The Licensee will have the right to use and permit others to use Producer's approved name "Deyko" for purposes of the New Recording and for purposes of the New Composition, but solely in connection with uses of the New Composition and New Recording permitted hereunder. The Licensee is strictly obligated to provide prominent credit to the Producer as "Deyko" on every platform (e.g., "Produced by Deyko”), service or medium where the New Song is uploaded, distributed or performed. This attribution must be included in the song's official metadata, digital descriptions, liner notes and/or other customary place for such credits in connection with all exploitations of the New Recording and/or New Composition (as applicable) and in a manner no less favorable to Producer than credit accorded to any other producer or songwriter of the master recordings and musical compositions (Respectively) bundled with the New Recording and/or New Composition. This obligation applies to all digital streaming platforms (including but not limited to Spotify, Apple Music, and SoundCloud), video platforms (including but not limited to YouTube) and any physical media. The Licensee will use reasonable efforts to cure such failure immediately on a prospective basis and failure to provide proper credit shall be considered a material breach of this Agreement.

OWNERSHIP
The Producer shall retain exclusive and absolute ownership of all rights, titles, and interests in the Beat, including all copyrights pertaining to both the sound recording and the underlying musical composition. Nothing within this Agreement shall be construed as an assignment or transfer of these rights from the Producer to the Licensee. The Licensee is strictly prohibited from registering, or attempting to register, the Beat with the U.S. Copyright Office or any other copyright authority. While the Licensee may hold copyright over their original contributions to the New Song (e.g., vocal melodies, lyrics, or additional instrumental layers), any registration of the New Song must be filed specifically as a derivative work, explicitly disclaiming any ownership of the underlying copyright of the Beat. It is expressly agreed that the New Composition does not constitute a "joint work" under copyright law. All rights not explicitly granted in this Agreement are reserved solely by the Producer. Upon request, the Licensee shall execute, acknowledge and deliver all documents necessary to evidence the Producer's ownership and rights hereunder; should the Licensee fail to do so within five (5) business days of such request, the Licensee hereby appoints the Producer as attorney-in-fact to execute, acknowledge, deliver and record in the U.S. Copyright Office and/or any copyright authority of any country.
The Licensee is deemed to have executed, affirmed, and ratified this Agreement by virtue of the payment of the License Fee and the electronic acceptance of these terms at the point of sale. The act of completing the purchase constitutes a full, final and irrevocable acceptance of all terms and conditions set forth herein, rendering this Agreement legally binding upon the Licensee.
BREACH

In the event the Licensee fails to remedy any violation of this License Agreement within five (5) business days following written notice of a breach from the Producer, the Producer reserves the right to immediately terminate this License Agreement; upon such termination, the Licensee shall forfeit all rights to utilize the Beat, New Composition, New Recording, or Music Video, and must immediately remove all such works from public access. Furthermore, should the Licensee utilize the Beat or any derivative works in a manner not expressly permitted herein, the Licensee agrees to remit to the Producer all revenues (past, present, or future) collected, received, or credited to the Licensee or any third party resulting from such unauthorized exploitation of the Beat, New Composition, New Recording, and/or Music Video (as applicable). The Licensee acknowledges that a breach or threatened breach of this Agreement may cause irreparable injury to the Producer that cannot be adequately compensated by monetary damages alone; accordingly, the Producer shall be entitled to seek temporary restraining orders and preliminary injunctions to prevent further violations of this Agreement. Nothing contained herein shall limit the Producer's right to pursue any other available legal or equitable remedies, including, but not limited to, the recovery of full monetary damages.

LICENSOR'S OPTION

The Licensor maintains the unilateral option, at Licensor's sole discretion, to terminate this Agreement at any time within three (3) years of the Effective Date upon providing written notice to the Licensee. In the event the Producer exercises this option, the Producer shall remit to the Licensee a sum equivalent to one hundred percent (100%) of the original License Fee. Upon the exercise of this termination right, the Licensee is obligated to immediately remove the New Song from all digital and physical distribution channels and ensure the total cessation of public access to all streams and downloads of the New Song.

REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATION

The Producer represents and guarantees that they possess the full legal authority to enter into this Agreement and grant the rights specified herein, ensuring that the Beat does not infringe upon any statutory or common law rights of any person or entity (including, without limitation, copyrights, contractual rights, or rights of privacy and publicity) nor constitute libel or slander. Reciprocally, the Licensee represents and warrants that the exploitation of the New Composition and New Recording shall not violate the rights of any third party; the Producer assumes no liability for any elements added to the work by the Licensee or third parties, and the Licensee shall indemnify and hold the Producer harmless against any and all claims arising from such additions. Furthermore, both parties agree to mutually indemnify and hold one another harmless from all third-party claims, liabilities, costs, losses, damages, judgments, expenses and reasonable attorneys' fees incurred by the non-defaulting party resulting from a breach of this Agreement by the defaulting party or their agents, heirs, successors, assigns and employees, which have been reduced to final judgment or settled with the defaulting party's consent. The non-defaulting party shall provide prompt written notice of any such claim, and the defaulting party maintains the right to participate in the legal defense of said claims using counsel of their choosing at their own sole expense.

MISCELLANEOUS

In no event shall the Licensee be entitled to seek injunctive or other equitable relief for any breach or non-compliance with the provisions of this Agreement. This document constitutes the entire understanding between the parties and supersedes all prior agreements, whether oral or written; no modification or waiver of any term shall be valid unless executed in writing and signed by both parties. Should any provision of this Agreement be held void, invalid, or unenforceable, such a decision shall not affect the validity of the remaining provisions, which shall remain in full force and effect as if the invalid provision had been omitted. Any failure by the Producer to perform an obligation hereunder shall not be deemed a material breach until the Licensee has provided written notice of such failure and the Producer has failed to cure said breach within thirty (30) days, or has failed to commence a cure with reasonable diligence for breaches requiring a longer resolution period. This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming (U.S.), without regard to its conflict of laws principles. Any dispute, controversy, or claim arising out of or relating to this Agreement shall be resolved through binding arbitration. The arbitration shall be conducted virtually via electronic means of communication (e.g., videoconference, email, or online dispute resolution platforms) and shall be presided over by a single arbitrator mutually agreed upon by the parties involved. The arbitrator’s decision shall be final, and the award rendered by the arbitrator may be enforced in any court having jurisdiction thereof. The Licensee is strictly prohibited from deriving any financial benefit from the Beat, the New Composition, or the New Recording except as expressly authorized within this Agreement. Finally, the Licensee is deemed to have signed, affirmed, and ratified their acceptance of these terms by virtue of the payment of the License Fee and the electronic acceptance of the terms and conditions at the point of sale by completing the purchase.

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