Bangari Productions

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Hub of high quality beats professionally crafted by Dheeraj Bangari

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Instant Beat Store
RELEASE YOUR TRACK TO ANY MUSIC STREAMING PLATFORM

By purchasing any license, you will gain the ability to upload your music to any music distributor and streaming service, allowing you to monetize your creations.

Instant Beat Store

BUY 2, GET 1 FREE (Add 3 Beats in the cart)    •     BUY 3, GET 2 FREE (Add 5 Beats in the cart)    •     BUY 4, GET 3 FREE (Add 8 Beats in the cart)

*All our beats are free to use for ‘NON-PROFIT’ only.

Beat Licensing info

Free

Tagged MP3
$ 0.00
  • Only includes tagged MP3
  • Only for NON - PROFIT use
  • Only for Youtube
  • Ideal for artists just starting out
  • Re-arrangements not possible
  • Doesn't include stems
  • Credit "Prod. by Dheeraj Bangari Beatz"
Preview

Basic

MP3
$ 29.95
  • Includes Untagged MP3
  • Commercial Use
  • Grants upto 100000 streams
  • Ideal for trying out
  • Re-arrangement not possible
  • Doesn't include stems
  • Credit "Prod. by Dheeraj Bangari Beatz"
Preview

Regular

WAV & MP3
$ 49.95
  • Includes WAV & MP3
  • Commercial Use
  • Grants upto 500000 streams
  • Ideal for beginners
  • Re-arrangements not possible
  • Doesn't include stems
  • Credit "Prod. by Dheeraj Bangari Beatz"
Preview

Unlimited

WAV , MP3 & Trackouts
$ 179.95
  • Includes WAV, MP3 & Trackouts
  • Commercial Use
  • Grants unlimited streams
  • Best for Re-arrangements
  • Best for mixing & mastering
  • Ideal for high traffic projects
  • Credit "Prod. by Dheeraj Bangari Beatz"
Preview
Best value

Exclusive

WAV , MP3 & Trackouts
~
  • Includes WAV, MP3 & Trackouts
  • Commercial Use
  • Grants unlimited streams
  • Best for Re-arrangements
  • Best for mixing & mastering
  • Provides ownership & exclusivity
Preview
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FAQs

Purchasing a beat is as effortless as shopping for your favorite pen on your go-to e-commerce website. Simply add the beats you love to your cart. You have the choice to breeze through as a guest or elevate your experience by creating an account, ensuring that your future purchases are a breeze without the hassle of re-entering basic details

After completing your payment, you’ll receive instant email from Beatstars, containing your purchased beat ,Contract & Zip file.

Due to the nature of digital downloads, we’re unable to process refunds or exchanges. So, before purchasing, please ensure you’ve listened to the beat thoroughly and are satisfied with your selection.

Exclusive licenses are akin to collaborations between artists and producers. That’s why we don’t offer fixed prices. Instead, artists submit offers for exclusive rights, fostering a creative partnership that tailors beats to your unique vision

Bangari Productions is the creative home of Dheeraj Bangari, where high-quality beats are crafted and produced. BeatStars is the platform we use to make these beats available for purchase, ensuring a seamless and secure experience for our customers

If you don’t use any card or PayPal and you are from India then you can contact us by filling out the help form.

Check out our FAQS page for more queries or fill out the help form.

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License Preview

This Free Non-Exclusive ‘FREE’ License Agreement (the
“Agreement”), having been made on and effective as
of DATE (the “Effective Date”) by and
between Dheeraj Bangari p/k/a Dheeraj Bangari Beatz (the
“Producer” or “Licensor”); and [N/A] (“You”) residing
at {CUSTOMER_ADDRESS} (“You” or “Licensee”), sets forth the terms
and conditions of the Licensee’s free use, and the rights granted in,
the instrumental music file(s) entitled Beat Name (the “Track”).
For convenience, the so-called “Track” shall also mean all files comprising such Track, individually and collectively.

This Agreement is issued solely in connection with and for Licensee’s
use of the Track pursuant and subject to all terms and conditions set
forth herein.

  1. Rights:

    You may use the Track only for your personal, non-commercial purposes.
    You may not transfer, distribute content, or resell any part of the
    Track. We grant you a non-exclusive, non-transferable right to use the
    Track only for your personal, non-commercial purposes, subject to the
    Agreement. Except as set forth in the preceding sentence, you may not
    redistribute, transmit, assign, sell, broadcast, rent, share, lend,
    repurpose, modify, adapt, edit, license or otherwise transfer, or use
    the Track or Music Service Content. We do not grant you any
    synchronization, public performance, public display, promotional use,
    commercial sale, resale, reproduction, or distribution rights for any
    Track. You are solely responsible for the Track you download from the
    Services, including ensuring that it has been lawfully acquired and
    that it is free from any malware, viruses, Trojan horses, spyware,
    worms, or other malicious or harmful code. You must comply with all
    applicable laws and with the terms of any licenses or agreements to
    which you are bound in your use of the Services. Upon termination,
    Licensee shall be legally prohibited from using the Track in any
    manner unless and until a new Track License is entered into by the
    Parties.

  1. Term:
    The Term of this Agreement shall be 10 years and this license shall expire on the 10th year
    anniversary of the {CONTRACT_DATE}    .

  1. Use of the Track:

    1. The license for this product is granted only to a single user.
      If you need more, special arrangements may be made on a
      case-by-case basis. All sounds and samples in compositional
      format in our products are licensed, but not sold, to you by
      Dheeraj Bangari Beatz for non-commercial use in music,
      sound-effect, audio/video post-production, performance,
      broadcast or similar finished content-creation and production
      use with proper clearance for any commercial usage.

    2. Producer hereby grants Licensee a limited **non-exclusive,
      non-transferable **license and the right to incorporate,
      include and/or use the Track in connection with the Licensee’s
      production of music. Specifically, any or all of the sound
      files within the Track may be used ONLY in compositions
      (music) that are written or produced by the Licensee,
      individually or as a collaborator. The Licensee, so long as
      its use of the Track does not violate the terms of this
      Agreement.

    3. Producer hereby grants Licensee a limited **non-exclusive,
      non-transferable **license and the right to incorporate,
      include and/or use the Track in the creation of new musical
      compositions (each, a “New Composition” (and collectively,
      the “New Compositions”      ) and new master recordings (each, a
      “New Master” (and collectively, the “New Masters”)
      embodying the New Composition(s). Licensee may create the New
      Master(s) and New Composition(s) by recording his/her written
      lyrics over the Track and/or by incorporating portions/samples
      of the Track into pre-existing instrumental music written,
      produced and/or owned by Licensee. Permission is granted to
      Licensee to modify the arrangement, length, tempo, or pitch of
      the Track in preparation of the New Composition(s) for public
      release.

    4. This License** **grants Licensee a worldwide, non-exclusive
      license to use the Track as incorporated in the New Master(s)
      and New Composition(s) solely in the manners and for the
      purposes expressly provided for herein, subject to the sale
      restrictions, limitations and prohibited uses stated in this
      Agreement. Licensee acknowledges and agrees that any and all
      rights granted to Licensee in the Track pursuant to this
      Agreement are on a **[non-]**exclusive basis and Producer
      shall continue to license the Track upon the same or similar
      terms and conditions as this Agreement to other potential
      third-party licensees.

      1. The New Master(s) and New Composition(s) may be used for
        only non-promotional purposes and non-commercial purposes,
        including but not limited to, a release in a non-monetized
        single format, for inclusion in a non-monetized mixtape or
        free compilation of music bundled together (EP or album),
        and/or non-monetized digital streaming;

      2. Intentionally Omitted.

      3. The Licensee may use the New Master(s) and Licensor’s share
        of the New Composition(s) in synchronization with
        non-commercial and non-promotional audiovisual work, each
        of which shall be no longer than five (5) minutes in
        length (a “Video”). In the event that the applicable New
        Master(s) and corresponding New Composition(s) itself is
        longer than five (5) minutes in length, the Video may not
        play for longer than the length of the applicable New
        Composition(s) as recorded and embodied on the applicable
        New Master(s). The Video may not be broadcast on any
        television network and/or uploaded to the internet for
        digital streaming and/or free download by the public
        including but not limited to on YouTube and/or Vevo.
        Producer grants no other synchronization rights to
        Licensee;

    5. Subject to the Licensee’s compliance with the terms and
      conditions of this Agreement, Licensee shall not be required
      to account or pay to Producer any royalties, fees, or monies
      paid to or collected by the Licensee (expressly excluding
      mechanical royalties), or which would otherwise be payable to
      Producer in connection with the use/exploitation of the New
      Composition(s) and/or New Master(s) as set forth in this
      Agreement.

  1. Restrictions on the Use of the Track:

    Licensee hereby agrees and acknowledges that it is expressly prohibited
    from taking any action(s) and from engaging in any use of the Track,
    other than as expressly set forth hereinabove without first entering
    into a Collaboration Agreement with Licensor. For the avoidance of doubt,
    Licensee shall not use or exploit the Track in the manners, or for
    the purposes, set forth below without first obtaining Licensor’s
    prior written consent,:

    1. The rights granted to Licensee are NON-TRANSFERABLE.
      Licensee may not transfer or assign any of its rights
      hereunder to any third-party without first obtaining
      Licensor’s prior written consent, which may be withheld within
      Licensor’s sole discretion, and any purported assignment in
      violation of the foregoing will be deemed void ab initio;

    2. Licensee shall not use the Track for any promotional or
      commercial purposes, including but not limited to demo tracks,
      mix-tapes, singles, EPs or albums sold at digital retailers,
      records, remixes, commercials, jingles, post productions,
      music commissioned by third party, soundtracks for film,
      theatre, musicals, production music libraries, television
      and/or live performances. Licensee agrees to only use the
      Track solely in the manners and for the purposes expressly
      provided for herein, subject to the sale restrictions,
      limitations and prohibited uses stated in this Agreement.
      Licensee acknowledges and agrees that any and all rights
      granted to Licensee in the Track pursuant to this Agreement
      are on a non-exclusive basis and Producer shall continue to
      license the Track upon the same or similar terms and
      conditions as this Agreement to other potential third-party
      licensees.

    3. The Licensee shall not synchronize, or permit third parties
      to synchronize, the Track with any audiovisual works EXCEPT as
      expressly provided for and pursuant to this Agreement in
      connection with any Video(s). This restriction includes, but
      is not limited to, use of the Track in television,
      commercials, film/movies, theatrical works, video games, and
      in any other form on the Internet which is not expressly
      permitted herein.

    4. The Licensee shall not have the right to license or sublicense
      any use of the Track in whole or in part, for any so-called
      “samples”.

    5. Licensee shall not engage in any unlawful copying, streaming,
      duplicating, selling, lending, renting, hiring, broadcasting,
      uploading, or downloading to any database, servers, computers,
      peer to peer sharing, or other file-sharing services, posting
      on websites, or distribution of the Track or the Track in the
      form, or a substantially similar form, as delivered to
      Licensee. Licensee may send the Track file(s) to any
      individual musician, engineer, studio manager or other people
      who are working on the New Recording(s).

    6. THE LICENSEE IS EXPRESSLY PROHIBITED FROM REGISTERING THE
      TRACK, OR, ANY FILES CONTAINED THEREIN, WITH ANY CONTENT
      IDENTIFICATION SYSTEM, SERVICE PROVIDER, PERFORMING RIGHTS
      ORGANIZATION (E.G., ASCAP/BMI/SESAC), MUSIC DISTRIBUTOR,
      RECORD LABEL OR DIGITAL AGGREGATOR       (for example TuneCore or
      CDBaby, and any other provider of user-generated content
      identification services). The purpose of this restriction is
      to prevent you from receiving a copyright infringement
      takedown notice from a third party who also received a
      non-exclusive license to use the Track in a New Master and/or
      New Composition. The Track has already been tagged for Content
      Identification (as that term is used in the music industry) by
      Producer as a pre-emptive measure to protect all interested
      parties in the New Master(s) and/or New Composition(s). Your
      failure to comply with the foregoing shall be deemed a
      material breach of the terms of this License by you, and your
      license to use the Track, may be revoked without notice or
      compensation to you.

  1. Ownership of the Track:

    1. The Producer is and shall remain the sole owner and holder of
      all rights, title, and interest in the Track, including all
      copyrights to and in the sound recording(s) and the underlying
      musical compositions written and composed by Producer. Nothing
      contained herein shall constitute an assignment by Producer to
      Licensee of any of the foregoing rights. Licensee may not,
      under any circumstances, register or attempt to register the
      Track with the U.S. Copyright Office. The aforementioned right
      to register the Track is reserved by and for Producer.
      Licensee will, upon request, execute, acknowledge and deliver
      to Producer such additional documents as Producer may deem
      necessary to evidence and effectuate Producer’s rights
      hereunder, and Licensee hereby grants to Producer the right as
      attorney-in-fact to execute, acknowledge, deliver and record
      in the U.S. Copyright Office or elsewhere any and all such
      documents if Licensee shall fail to execute same within
      five (5) days after so requested by Producer.

    2. The licensee shall be deemed to have signed, affirmed and
      ratified its acceptance of the terms of this Agreement by
      virtue of its receipt of theTrack by Licensee.

    3. For the avoidance of doubt, you do not own any New Master(s).
      You have been licensed the right to use the Track in the New
      Master(s) solely in accordance with the terms and conditions
      of this Agreement. Notwithstanding the foregoing, you do own
      the lyrics or other original musical components of the New
      Composition(s) that were written or composed solely by you.

    4. In the event that the the Track is incorporated into the New
      Composition(s) by You, with respect to the publishing rights
      and ownership of the underlying composition embodied in the
      New Composition(s), the Licensee and the Producer hereby
      acknowledge and agree that the underlying compositions shall
      be jointly owned and controlled and all rights title and
      interest in and to the New Composition(s), including, without
      limitation, all copyrights, and Producer shall own the
      following percentage share:

      100%

    Subject to all of the terms and restrictions set forth in this
    Agreement, each party shall be entitled to solely administer their
    respective share of the New Composition(s).

  1. Mechanical License:

    If any selection or musical composition, or any portion thereof,
    recorded in any New Composition(s) hereunder is written or composed by
    Producer, in whole or in part, alone or in collaboration with others,
    or is owned or controlled, in whole or in part, directly or indirectly,
    by Producer or any person, firm, or corporation in which Producer
    has a direct or indirect interest, then such selection and/or
    musical composition shall be hereinafter referred to as a
    “Controlled Composition”. If, the proper license is obtained,
    Producer may issue or cause to be issued, as applicable, to
    Licensee, mechanical licenses in respect of each Controlled
    Composition, which are embodied on the New Composition(s) solely
    as necessary to allow Licensee to use the New Composition(s)
    solely as expressly permitted under this Agreement. For that
    license, on the United States and Canada sales, Licensee will pay
    mechanical royalties at one hundred percent (100%) of the minimum
    statutory rate, subject to no cap of that rate for albums and/or
    EPs. For license outside the United States and Canada, the
    mechanical royalty rate will be the rate prevailing on an
    industry-wide basis in the country concerned on the date that this
    agreement has been entered into.

  1. Credit:

    Licensee shall have the right to use and permit
    others to use Producer’s approved name, approved likeness, and
    other approved identification and approved biographical material
    concerning the Producer solely for purposes of trade and otherwise
    without restriction solely in connection with the New Master(s)
    and New Composition(s) recorded hereunder. Licensee shall use best
    efforts to have Producer credited as a “producer” and “writer”, as
    applicable, and shall give Producer appropriate production and
    songwriting credit on all compact discs, record, music video, and
    digital labels or any other record configuration manufactured
    which is now known or created in the future that embodies the New
    Master(s) and New Composition(s) created hereunder and on all
    cover liner notes, any records containing the New Master(s) and/or
    New Composition(s) and on the front and/or back cover of any album
    listing the New Composition(s) and other musician credits. The
    licensee shall use its best efforts to ensure that Producer is
    properly credited and Licensee shall check all proofs for the
    accuracy of credits, and shall use its best efforts to cure any
    mistakes regarding Producer’s credit. In the event of any failure
    by Licensee to issue the credit to Producer, Licensee must use
    reasonable efforts to correct any such failure immediately and on
    a prospective basis. Such credit shall be in the substantial form:
    “Produced by Dheeraj Bangari Beatz“.

    Licensor shall have the right to use and permit others to use
    Licensee’s approved name, approved likeness, and other approved
    identification and approved biographical material concerning the
    Producer solely for purposes of trade and otherwise without
    restriction solely in connection with the New Master(s) and New
    Composition(s) recorded hereunder.

  1. Accounting:

    Licensee shall and Licensee shall cause any
    and all of their respective PROs (Performing Rights
    Organizations), CMOs (Collective Management Organization),
    publishing administrators, Distributors, agents, Entities, their
    parent company and subsidiaries, or their respective employees,
    officers, directors, members, managers, shareholders, agents,
    vendors, licensors, licensees, contractors, customers, successors,
    and assigns, as applicable, to account directly to, and pay
    Producer, at the same time and subject to the same conditions
    pursuant to which they account to Licensee. Producer shall have
    the right to sue or otherwise commence any action against
    Licensee, in connection with any particular statement rendered or
    required to be rendered hereunder, so long as such suit or other
    action is filed within twenty-four (24) months after such
    statement is required to be rendered. If Licensee conducts an
    audit of any third party that results in a net recovery, then
    Producer shall be entitled to a pro-rata share thereof. Any monies
    found to be owed to the Producer shall be paid within 7 business
    days of the audit. Notwithstanding the foregoing, if the Licensee
    fails to provide the producer the right to an accounting, this is
    considered a material breach of contract.

  1. Auditing:

    In consideration of the rights granted to Licensee by Producer,
    Producer reserves the right to audit Licensee’s books and records as
    it pertains to the royalties that have accrued and will
    accrue in the future from the use of the above Composition.
    Such audit can be conducted by a Certified
    Public Accountant or Attorney. Licensee will account to Producer
    directly and Licensee shall cause any and all of their respective
    PROs (Performing Rights Organizations), CMOs (Collective
    Management Organization), publishing administrators, Distributors,
    agents, Entities, their parent company and subsidiaries, or their
    respective employees, officers, directors, members, managers,
    shareholders, agents, vendors, licensors, licensees, contractors,
    customers, successors, and assigns, as applicable, to do the same.
    Such direct accounting will occur within thirty (30) days after
    Licensee’s receipt of any corresponding accounting statement from
    related to the above Composition, but in no event less frequently
    than semi-annually. Producer may, at Producer’s own expense, audit
    Licensee’s books and records directly relating to this agreement
    that report the sales and other exploitations of records for which
    royalties are payable hereunder. Any such audit shall be noticed
    to Licensee at least thirty (30) days prior to the date thereof.
    Producer may make such an examination for a particular statement
    only once and only within twenty-four (24) months after the date
    any such statement is rendered. This audit shall be conducted
    where the Licensee keeps the books and records on reasonable
    notice by Producer. Any monies found to be owed to the Producer
    shall be paid within 7 business days of the audit. Notwithstanding
    the foregoing, if the Licensee fails to provide the producer the
    right to audit the books or records, this is considered a material
    breach of contract.

  1. Force Majeure:

    In consideration of the rights granted to
    Licensee by Producer and all services rendered by Producer,
    Producer reserves the right by reasonable notice to Licensee, to
    suspend the operation of this Agreement and its obligations
    hereunder for the duration of any contingencies by reason of which
    Producer is hampered in its delivery or if its performance becomes
    impossible, impracticable, or there is a frustration of purpose.
    For example, unforeseen circumstances, labor disagreements,
    catastrophe, destruction of Producer equipment, and etc.Producer
    will not be deemed in default hereunder if performance of its
    obligations hereunder is delayed or becomes impossible or
    commercially impractical, or if Producer is hampered. Upon the
    happening of any such event, Producer, in addition to any other
    rights or remedies it may have hereunder or otherwise, may elect,
    by written notice to you, to terminate its obligations under this
    Agreement or to suspend Producer’s obligations under this
    Agreement for the period of time that the effects of any such
    force majeure event continue.

  1. Termination:

    In consideration of the rights granted to
    Licensee by Producer and all services rendered by Producer,
    Producer shall have the option, exercisable at any time by notice
    to you, (i) to suspend Producers obligations to you hereunder
    during the period of default and/or (ii) to terminate this
    Agreement without any further obligation to you hereunder.
    Producer reserves the right by reasonable notice to Licensee, to
    suspend the operation of this Agreement and its obligations
    hereunder for the duration of any contingencies by reason of which
    the Licensee fails to fulfill any of their obligations herein,
    without limiting Producer’s rights.

  1. Breach by Licensee:

    1. The Licensee shall have five (5) business days from its receipt
      of written notice by Producer and/or Producer’s authorized
      representative to cure any alleged breach of this Agreement by
      Licensee. Licensee’s failure to cure the alleged breach within
      five (5) business days shall result in Licensee’s default of
      its obligations, its breach of this Agreement, and at
      Producer’s sole discretion, the termination of Licensee’s
      rights hereunder.

    2. If Licensee engages in the commercial exploitation and/or sale
      of the Track, New Master(s) or New Composition(s) outside of
      the manner and amount expressly provided for in this
      Agreement, then, in addition to any other rights or remedies
      available to Producer at law or in equity, Licensee shall be
      liable to Producer for monetary damages in an amount equal to
      any and all monies paid, collected by, or received by
      Licensee, or any third party on its behalf, in connection with
      such unauthorized commercial exploitation of the Track, New
      Master(s) and/or New Composition(s).

    3. Licensee recognizes and agrees that a breach or threatened
      breach of this Agreement by Licensee gives rise to irreparable
      injury to Producer, which may not be adequately compensated by
      damages. Accordingly, in the event of a breach or threatened
      breach by the Licensee of the provisions of this Agreement,
      Producer may seek and shall be entitled to a temporary
      restraining order and a preliminary injunction restraining the
      Licensee from violating the provisions of this Agreement.
      Nothing herein shall prohibit Producer from pursuing any other
      available legal or equitable remedy from such breach or
      threatened breach, including but not limited to the recovery
      of damages from the Licensee. The Licensee shall be
      responsible for all costs, expenses or damages that Producer
      incurs as a result of any violation by the Licensee of any
      provision of this Agreement. Licensee’ obligation shall
      include court costs, litigation expenses, and reasonable
      attorneys’ fees.

  1. Warranties, Representations, and Indemnification:

    1. Licensee hereby agrees that Licensor has not made any guarantees
      or promises that the Track fits the particular creative use or
      musical purpose intended or desired by the Licensee. The Track
      and all sound recording(s) and underlying musical
      composition(s) embodied therein are licensed to the Licensee
      “as is” without warranties of any kind or fitness for a
      particular purpose.

    2. Licensee hereby agrees that Licensee or anyone acting on
      Licensee’s behalf, will be responsible for obtaining and
      paying for any and all clearances or licenses required in the
      Authorized Territory (or any portion thereof) for the use of
      any musical works embodied in Licensee’s Content. Without
      limiting the generality of the foregoing, Licensee (either
      directly or through a third party acting on your behalf) shall
      be responsible for and shall pay (i) any royalties and other
      sums due to Artists (featured and non-featured), authors,
      co‑authors, copyright owners and co-owners, producers,
      engineers, and any other record royalty participants from
      sales or other uses of Licensee’s Content, (ii)all mechanical
      royalties or other sums payable to music publishers and/or
      authors or co-authors of musical compositions embodied
      Licensee’s Content from sales or other uses of Licensee’s
      Content, (iii)all payments that may be required under any
      collective bargaining agreements applicable to Licensee or any
      third party (e.g., to unions or guilds such as AFM or AFTRA),
      and (iv)any other royalties, fees and/or sums payable with
      respect to Licensee’s Content or other materials provided by
      Licensor to Licensee.

    3. You shall indemnify and Producer, BeatStars (as defined below)
      and each of their respective employees, licensees, designees,
      parent companies, agents, affiliates, successors and assigns
      (collectively, the “Indemnitees”) harmless from any and all
      third party claims, liabilities, costs, losses, damages or
      expenses as are actually incurred by the Indemnities and shall
      hold the Indemnitees free, safe, and harmless against and from
      any and all claims, suits, demands, costs, liabilities, loss,
      damages, judgments, recoveries, costs, and expenses;
      (including, without limitation, reasonable attorneys’ fees),
      which may be made or brought, paid, or incurred by reason of
      or in connection with any breach or claim of breach of the
      warranties and representations hereunder by you, your agents,
      heirs, successors, assigns and employees or any failure by you
      to perform any of your obligations hereunder.

    4. By using the Service, both Licensor and Licensee acknowledge and
      accept the BeatStars’Terms of Service and Privacy Policy and
      consent to the collection and use of your data in accordance
      with our Privacy Policy. Licensor and Licensee both acknowledge that while this Agreement was facilitated by the platform located at
      www.beatstars.com, operated by BeatStars Inc. (“BeatStars”), BeatStars is not party to this Agreement and is not responsible for any claims arising with respect to same, including, without limitation, any
      claims relating to a breach of this Agreement, and any
      infringement claims by a third party relating to the Track,
      New Master(s) and/or the New Composition(s). Licensor and
      Licensee acknowledge and agree that BeatStars is not a law
      firm or attorney, does not perform services performed by an
      attorney, and that BeatStars’s forms or templates, or any
      agreements created and/or entered into via or in connection
      with the BeatStars website, including, without limitation,
      this Agreement, are not a substitute for the advice or
      services of an attorney. No attorney-client relationship or
      privilege is created by using or accessing the BeatStars
      website. Licensor and Licensee hereby covenant not to sue and
      will indemnify BeatStars, and all of BeatStars’s affiliates,
      successors, agents, heirs, employees, and assigns (the
      “BeatStars Parties”) from any claims brought against the
      BeatStars Parties in connection with this Agreement, or
      relating to the, Track, New Master(s) or New Composition(s) in
      any manner. Licensor and Licensee will reimburse the BeatStars
      Parties on demand for any costs incurred in connection with
      the same.

  1. Miscellaneous:

This Agreement constitutes the entire understanding of the parties and
is intended as a final expression of their agreement and cannot be
altered, modified, amended or waived, in whole or in part, except by
written instrument (email being sufficient) signed by both parties
hereto. This agreement supersedes all prior agreements between the
parties, whether oral or written. Should any provision of this
agreement be held to be void, invalid or inoperative, such decision
shall not affect any other provision hereof, and the remainder of this
agreement shall be effective as though such void, invalid or
inoperative provision had not been contained herein. No failure by
Licensor hereto to perform any of its obligations hereunder shall be
deemed a material breach of this agreement until the Licensee gives
Licensor written notice of its failure to perform, and such failure
has not been corrected within thirty (30) days from and after the
service of such notice, or, if such breach is not reasonably capable
of being cured within such thirty (30) day period, Licensor does not
commence to cure such breach within said time period, and proceed with
reasonable diligence to complete the curing of such breach thereafter.
This agreement shall be governed by and interpreted in accordance with
the laws of the {STATE_PROVINCE_COUNTRY} applicable to agreements
entered into and wholly performed in said State, without regard to any
conflict of laws principles. You hereby agree that the exclusive
jurisdiction and venue for any action, suit or proceeding based upon
any matter, claim or controversy arising hereunder or relating hereto
shall be in the state or federal courts located in
the {STATE_PROVINCE_COUNTRY}. You shall not be entitled to any
monies in connection with the Master(s) other than as specifically set
forth herein. All notices pursuant to this agreement shall be in
writing and shall be given by registered or certified mail, return
receipt requested (prepaid) at the respective addresses hereinabove
set forth or such other address or addresses as may be designated by
either party. Such notices shall be deemed given when received. Any
notice mailed will be deemed to have been received five (5) business
days after it is mailed; any notice dispatched by expedited delivery
service will be deemed to be received two (2) business days after it
is dispatched.

LICENSOR AND LICENSEE EACH ACKNOWLEDGES AND AGREES THAT IT HAS READ
THIS AGREEMENT AND HAS BEEN ADVISED OF THE SIGNIFICANT IMPORTANCE OF
RETAINING AN INDEPENDENT ATTORNEY OF THEIR OWN CHOICE TO REVIEW THIS
AGREEMENT ON YOUR BEHALF. LICENSOR AND LICENSEE EACH ACKNOWLEDGES AND
AGREES THAT IT HAS HAD THE UNRESTRICTED OPPORTUNITY TO BE REPRESENTED
BY AN INDEPENDENT ATTORNEY. IN THE EVENT OF LICENSOR’S AND/OR
LICENSEE’S FAILURE TO OBTAIN AN INDEPENDENT ATTORNEY OR WAIVER
THEREOF, LICENSOR AND LICENSEE EACH HEREBY WARRANTS AND REPRESENTS
THAT YOU WILL NOT ATTEMPT TO USE SUCH FAILURE AND/OR WAIVER as a
basis to avoid any obligations under this agreement, to invalidate
this agreement, to render this agreement or any part thereof
unenforceable, or to otherwise bring any action against BeatStars or
any of its parents, affiliates, designees, successors, licensees
and/or assigns. This agreement may be executed in counterparts, each
of which shall be deemed an original, and said counterparts shall
constitute one and the same instrument. In addition, a signed copy of
this agreement transmitted by facsimile or scanned into an image file
and transmitted via email shall, for all purposes, be treated as if it
was delivered containing an original manual signature of the party
whose signature appears thereon and shall be binding upon such party
as though an originally signed document had been delivered.
Notwithstanding the foregoing, in the event that you do not sign this
Agreement, your acknowledgment that you have reviewed the terms and
conditions of this Agreement and your receipt of the Track shall serve
as your signature and acceptance of the terms and conditions of this
Agreement.

License Preview

This Non-Exclusive Basic MP3 License (Contract Preview Only) License Agreement (the “Agreement”), having been made on and effective as of Date (the “Effective Date”) by and between Not Available in Preview Mode p/k/a Dheeraj Bangari Beatz (the “Producer” or “Licensor”); and Licensee residing at [N/A] (“You” or “Licensee”), sets forth the terms and conditions of the Licensee’s use, and the rights granted in, the instrumental music file(s) entitled Beat Name (the “Track”) in consideration for Licensee’s payment of 19.99 (the “License Fee”). For convenience, the so-called “Track” shall also mean all files comprising such Track, individually and collectively.

This Agreement is issued solely in connection with and for Licensee’s use of the Track pursuant and subject to all terms and conditions set forth herein.

  1. Compensation:

    License Fee: The Licensee shall make payment of the License Fee to Licensor on the date of this Agreement. All rights granted to Licensee by Producer in the Track are conditional upon Licensee’s timely payment of the License Fee. 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. Licensee’s failure to pay the License Fee prior to delivery of the Track by Producer and in the manner above shall result in the automatic and immediate termination of this Agreement. Upon termination Licensee shall be legally prohibited from using the Track in any manner unless and until a new Track License is entered into by the Parties.

  1. Delivery of the Track:

    1. Licensor agrees to deliver the Track as a high-quality MP3, as such terms are understood in the music industry.

    2. Licensor shall use commercially reasonable efforts to deliver the Track to Licensee immediately after payment of the License Fee is made. Licensee will receive the Track via email, to the email address Licensee provided to Licensor.

  1. Term:

    The Term of this Agreement shall be 10 years and this license shall expire on the 10 year anniversary of the 12/19/23, 5:36 AM.

  1. Use of the Track:

    1. The license for this product is granted only to a single user. If you need more, special arrangements may be made on a case-by-case basis. All sounds and samples in compositional format in our products are licensed, but not sold, to you by Dheeraj Bangari Beatz for commercial and non-commercial use in music, sound-effect, audio/video post-production, performance, broadcast or similar finished content-creation and production use with proper clearance for any commercial usage.

    2. In consideration for Licensee’s payment of the License Fee, the Producer hereby grants Licensee a limited *non-exclusive, non-transferable *license and the right to incorporate, include and/or use the Track in connection with the Licensee’s production of music. Specifically, any or all of the sound files within the Track may be used ONLY in compositions (music) that are written or produced by the Licensee, individually or as a collaborator. The Licensee, so long as its use of the Track does not violate the terms of this Agreement.

    3. Any composition (music) created by Licensee which contains one or more of the sound files from the Track may be used for any promotional or commercial purposes, including but not limited to demo tracks, free mix-tapes, singles, EPs or albums sold at digital retailers, records, remixes, commercials, jingles, post productions, music commissioned by third party, soundtracks for film, theatre, musicals, production music libraries, television and/or live performances. Licensee agrees to only use the Track solely in the manners and for the purposes expressly provided for herein, subject to the sale restrictions, limitations and prohibited uses stated in this Agreement. acknowledges and agrees that any and all rights granted to Licensee in the Track pursuant to this Agreement are on a non-exclusive basis and Producer shall continue to license the Track upon the same or similar terms and conditions as this Agreement to other potential third-party licensees.

    4. This License grants Licensee a worldwide, non-exclusive license to use the Track as incorporated in the New Master(s) and New Composition(s) solely in the manners and for the purposes expressly provided for herein, subject to the sale restrictions, limitations and prohibited uses stated in this Agreement. Licensee acknowledges and agrees that any and all rights granted to Licensee in the Track pursuant to this Agreement are on a non-exclusive basis and Producer shall continue to license the Track upon the same or similar terms and conditions as this Agreement to other potential third-party licensees.

    5. The New Master(s) and New Composition(s) 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;

      1. Licensee true perform the song publicly for-profit performances and for an Unlimited non-profit performances, including but not limited to, at a live performance (i.e. concert, festival, nightclub etc.), on terrestrial or satellite radio, and/or on the internet via third-party streaming services (Spotify, YouTube, iTunes Radio etc.).

      2. The New Master(s) may be played on 5 terrestrial or satellite radio stations;

      3. The Licensee may use the New Master(s) and Licensor’s share of the New Composition(s) in synchronization with One (0) non-commercial promotional audiovisual work, each of which shall be no longer than five (5) minutes in length (a “Video”). In the event that the applicable New Master(s) and corresponding New Composition(s) itself is longer than five (5) minutes in length, the Video may not play for longer than the length of the applicable New Composition(s) as recorded and embodied on the applicable New Master(s). The Video may be broadcast on any television network and/or uploaded to the internet for digital streaming and/or free download by the public including but not limited to on YouTube and/or Vevo. Producer grants no other synchronization rights to Licensee;

      4. The Licensee may make the New Master(s) and Licensor’s share of the New Composition(s) as embodied therein available for sale in physical and/or digital form and sell 5000 downloads/physical music products and are allowed 50000 monetized audio streams, 50000 monetized video streams, 500000 non-monetized video streams and are allowed Unlimited free downloads. The New Master(s) and New Composition(s) may be available for sale as a single and/or included in a compilation of other songs bundled together by Licensee as an EP or a full-length Album. The New Master(s) and New Composition(s) may be sold via digital retailers for permanent digital download in mp3 format and/or physical format, including compact disc and vinyl records. For clarity and avoidance of doubt, the Licensee does NOT have the right to sell the Track in the form that it was delivered to Licensee. The Licensee must create a New Master and New Composition (or instrumental as detailed above) for its rights under this provision to a vest. Any sale of the Track in its original form by Licensee shall be a material breach of this Agreement and the Licensee shall be liable to the Licensor for damages as provided hereunder.

    6. Subject to the Licensee’s compliance with the terms and conditions of this Agreement, Licensee shall not be required to account or pay to Producer any royalties, fees, or monies paid to or collected by the Licensee (expressly excluding mechanical royalties), or which would otherwise be payable to Producer in connection with the use/exploitation of the New Composition(s) and/or New Master(s) as set forth in this Agreement.

    7. In consideration for Licensee’s payment of the License Fee, the Producer hereby grants Licensee a limited non-exclusive, non-transferable license and the right to incorporate, include and/or use the Track in the creation of new musical compositions (each, a “New Composition” (and collectively, the “New Compositions”) and new master recordings (each, a “New Master” (and collectively, the “New Masters”) embodying the New Composition(s). Licensee may create the New Master(s) and New Composition(s) by recording his/her written lyrics over the Track and/or by incorporating portions/samples of the Track into pre-existing instrumental music written, produced and/or owned by Licensee. Permission is granted to Licensee to modify the arrangement, length, tempo, or pitch of the Track in preparation of the New Composition(s) for public release.

  1. Restrictions on the Use of the Track:

    Licensee hereby agrees and acknowledges that it is expressly prohibited from taking any action(s) and from engaging in any use of the Track, other than as expressly set forth hereinabove without first entering into a Collaboration Agreement with Licensor. For the avoidance of doubt, Licensee shall not use or exploit the Track in the manners, or for the purposes, set forth below without first obtaining Licensor’s prior written consent,:

    The rights granted to Licensee are NON-TRANSFERABLE. Licensee may not transfer or assign any of its rights hereunder to any third-party without first obtaining Licensor’s prior written consent, which may be withheld within Licensor’s sole discretion, and any purported assignment in violation of the foregoing will be deemed void ab initio;

    The Licensee shall not synchronize, or permit third parties to synchronize, the Track with any audiovisual works EXCEPT as expressly provided for and pursuant to this Agreement in connection with any Video(s). This restriction includes, but is not limited to, use of the Track in television, commercials, film/movies, theatrical works, video games, and in any other form on the Internet which is not expressly permitted herein.

    The Licensee shall not have the right to license or sublicense any use of the Track in whole or in part, for any so-called “samples”.

    Licensee shall not engage in any unlawful copying, streaming, duplicating, selling, lending, renting, hiring, broadcasting, uploading, or downloading to any database, servers, computers, peer to peer sharing, or other file-sharing services, posting on websites, or distribution of the Track or the Track in the form, or a substantially similar form, as delivered to Licensee. Licensee may send the Track file(s) to any individual musician, engineer, studio manager or other people who are working on the New Recording(s).

    THE LICENSEE IS EXPRESSLY PROHIBITED FROM REGISTERING THE TRACK, OR, ANY FILES CONTAINED THEREIN, WITH ANY CONTENT IDENTIFICATION SYSTEM, SERVICE PROVIDER, PERFORMING RIGHTS ORGANIZATION (E.G., ASCAP/BMI/SESAC), MUSIC DISTRIBUTOR, RECORD LABEL OR DIGITAL AGGREGATOR (for example TuneCore or CDBaby, and any other provider of user-generated content identification services). The purpose of this restriction is to prevent you from receiving a copyright infringement takedown notice from a third party who also received a non-exclusive license to use the Track in a New Master and/or New Composition. The Track has already been tagged for Content Identification (as that term is used in the music industry) by Producer as a pre-emptive measure to protect all interested parties in the New Master(s) and/or New Composition(s). Your failure to comply with the foregoing shall be deemed a material breach of the terms of this License by you, and your license to use the Track, may be revoked without notice or compensation to you.

  1. Ownership of the Track:

    1. The Producer is and shall remain the sole owner and holder of all rights, title, and interest in the Track, including all copyrights to and in the sound recording(s) and the underlying musical compositions written and composed by Producer. Nothing contained herein shall constitute an assignment by Producer to Licensee of any of the foregoing rights. Licensee may not, under any circumstances, register or attempt to register the Track with the U.S. Copyright Office. The aforementioned right to register the Track is reserved by and for Producer. Licensee will, upon request, execute, acknowledge and deliver to Producer such additional documents as Producer may deem necessary to evidence and effectuate Producer’s rights hereunder, and Licensee hereby grants to Producer the right as attorney-in-fact to execute, acknowledge, deliver and record in the U.S. Copyright Office or elsewhere any and all such documents if Licensee shall fail to execute same within five (5) days after so requested by Producer.

    2. The licensee shall be deemed to have signed, affirmed and ratified its acceptance of the terms of this Agreement by virtue of its payment of the License Fee to Licensor and receipt of the Track by Licensee.

    3. You have been licensed the right to use the Track in the New Master(s) solely in accordance with the terms and conditions of this Agreement. Notwithstanding the foregoing, you do own the lyrics or other original musical components of the New Composition(s) that were written or composed solely by you.

    4. You hereby acknowledge and agree that you and Licensor shall jointly own and control all rights title and interest in and to the New Composition(s), including, without limitation, all copyrights, and where the Track is incorporated into the New Composition(s) by You. With respect to the publishing rights and ownership of the underlying composition embodied in the New Composition(s), the Licensee and the Producer hereby acknowledge and agree that the underlying compositions shall be jointly owned and controlled and all rights title and interest in and to the New Composition(s), including, without limitation, all copyrights, and Producer shall own the following percentage share:

      50.0

    Subject to all of the terms and restrictions set forth in this Agreement, each party shall be entitled to solely administer their respective share of the New Composition(s).

  1. Mechanical License:

    If any selection or musical composition, or any portion thereof, recorded in any New Composition(s) hereunder is written or composed by Producer, in whole or in part, alone or in collaboration with others, or is owned or controlled, in whole or in part, directly or indirectly, by Producer or any person, firm, or corporation in which Producer has a direct or indirect interest, then such selection and/or musical composition shall be hereinafter referred to as a “Controlled Composition”. Producer hereby agrees to issue or cause to be issued, as applicable, to Licensee, mechanical licenses in respect of each Controlled Composition, which are embodied on the New Composition(s) solely as necessary to allow Licensee to use the New Composition(s) solely as expressly permitted under this Agreement. For that license, on the United States and Canada sales, Licensee will pay mechanical royalties at one hundred percent (100%) of the minimum statutory rate, subject to no cap of that rate for albums and/or EPs. For licenses outside the United States and Canada, the mechanical royalty rate will be the rate prevailing on an industry-wide basis in the country concerned on the date that this agreement has been entered into.

  1. Credit:

    Licensee shall have the right to use and permit others to use Producer’s approved name, approved likeness, and other approved identification and approved biographical material concerning the Producer solely for purposes of trade and otherwise without restriction solely in connection with the New Master(s) and New Composition(s) recorded hereunder. Licensee shall use best efforts to have Producer credited as a “producer” and “writer”, as applicable, and shall give Producer appropriate production and songwriting credit on all compact discs, record, music video, and digital labels or any other record configuration manufactured which is now known or created in the future that embodies the New Master(s) and New Composition(s) created hereunder and on all cover liner notes, any records containing the New Master(s) and/or New Composition(s) and on the front and/or back cover of any album listing the New Composition(s) and other musician credits. The licensee shall use its best efforts to ensure that Producer is properly credited and Licensee shall check all proofs for the accuracy of credits, and shall use its best efforts to cure any mistakes regarding Producer’s credit. In the event of any failure by Licensee to issue the credit to Producer, Licensee must use reasonable efforts to correct any such failure immediately and on a prospective basis. Such credit shall be in the substantial form: “Produced by Dheeraj Bangari Beatz“.

    Licensor shall have the right to use and permit others to use Licensee’s approved name, approved likeness, and other approved identification and approved biographical material concerning the Producer solely for purposes of trade and otherwise without restriction solely in connection with the New Master(s) and New Composition(s) recorded hereunder.

  1. Accounting:

    Licensee shall and Licensee shall cause any and all of their respective PROs (Performing Rights Organizations), CMOs (Collective Management Organization), publishing administrators, Distributors, agents, Entities, their parent company and subsidiaries, or their respective employees, officers, directors, members, managers, shareholders, agents, vendors, licensors, licensees, contractors, customers, successors, and assigns, as applicable, to account directly to, and pay Producer, at the same time and subject to the same conditions pursuant to which they account to Licensee. Producer shall have the right to sue or otherwise commence any action against Licensee, in connection with any particular statement rendered or required to be rendered hereunder, so long as such suit or other action is filed within twenty-four (24) months after such statement is required to be rendered. If Licensee conducts an audit of any third party that results in a net recovery, then Producer shall be entitled to a pro-rata share thereof. Any monies found to be owed to the Producer shall be paid within 7 business days of the audit. Notwithstanding the foregoing, if the Licensee fails to provide the producer the right to an accounting, this is considered a material breach of contract.

  1. Auditing:

    In consideration of the rights granted to Licensee by Producer, Producer reserves the right to audit Licensee’s books and records as it pertains to the royalties that have accrued and will accrue in the future from the use of the above Composition. Such an audit can be conducted by a Certified Public Accountant or Attorney. Licensee will account to Producer directly and Licensee shall cause any and all of their respective PROs (Performing Rights Organizations), CMOs (Collective Management Organization), publishing administrators, Distributors, agents, Entities, their parent company and subsidiaries, or their respective employees, officers, directors, members, managers, shareholders, agents, vendors, licensors, licensees, contractors, customers, successors, and assigns, as applicable, to do the same. Such direct accounting will occur within thirty (30) days after Licensee’s receipt of any corresponding accounting statement related to the above Composition, but in no event less frequently than semi-annually. Producer may, at Producer’s own expense, audit Licensee’s books and records directly relating to this agreement that report the sales and other exploitations of records for which royalties are payable hereunder. Any such audit shall be noticed to Licensee at least thirty (30) days prior to the date thereof. Producer may make such an examination for a particular statement only once and only within twenty-four (24) months after the date any such statement is rendered. This audit shall be conducted where the Licensee keeps the books and records on reasonable notice by Producer. Any monies found to be owed to the Producer shall be paid within 7 business days of the audit. Notwithstanding the foregoing, if the Licensee fails to provide the producer the right to audit the books or records, this is considered a material breach of contract.

  1. Force Majeure:

    In consideration of the rights granted to Licensee by Producer and all services rendered by Producer, Producer reserves the right by reasonable notice to Licensee, to suspend the operation of this Agreement and its obligations hereunder for the duration of any contingencies by reason of which Producer is hampered in its delivery or if its performance becomes impossible, impracticable, or there is a frustration of purpose. For example, unforeseen circumstances, labor disagreements, catastrophe, destruction of Producer equipment, and etc. Producer will not be deemed in default hereunder if performance of its obligations hereunder is delayed or becomes impossible or commercially impractical, or if Producer is hampered. Upon the happening of any such event, Producer, in addition to any other rights or remedies it may have hereunder or otherwise, may elect, by written notice to you, to terminate its obligations under this Agreement or to suspend Producer’s obligations under this Agreement for the period of time that the effects of any such force majeure event continue.

  1. Termination:

    In consideration of the rights granted to Licensee by Producer and all services rendered by Producer, Producer shall have the option, exercisable at any time by notice to you, (i) to suspend Producers obligations to you hereunder during the period of default and/or (ii) to terminate this Agreement without any further obligation to you hereunder. Producer reserves the right by reasonable notice to Licensee, to suspend the operation of this Agreement and its obligations hereunder for the duration of any contingencies by reason of which the Licensee fails to fulfill any of their obligations herein, without limiting Producer’s rights.

  1. Breach by Licensee:

    1. The Licensee shall have five (5) business days from its receipt of written notice by Producer and/or Producer’s authorized representative to cure any alleged breach of this Agreement by Licensee. Licensee’s failure to cure the alleged breach within five (5) business days shall result in Licensee’s default of its obligations, its breach of this Agreement, and at Producer’s sole discretion, the termination of Licensee’s rights hereunder.

    2. If Licensee engages in the commercial exploitation and/or sale of the Track, New Master(s) or New Composition(s) outside of the manner and amount expressly provided for in this Agreement, then, in addition to any other rights or remedies available to Producer at law or in equity, Licensee shall be liable to Producer for monetary damages in an amount equal to any and all monies paid, collected by, or received by Licensee, or any third party on its behalf, in connection with such unauthorized commercial exploitation of the Track, New Master(s) and/or New Composition(s).

    3. Licensee recognizes and agrees that a breach or threatened breach of this Agreement by Licensee gives rise to irreparable injury to Producer, which may not be adequately compensated by damages. Accordingly, in the event of a breach or threatened breach by the Licensee of the provisions of this Agreement, Producer may seek and shall be entitled to a temporary restraining order and a preliminary injunction restraining the Licensee from violating the provisions of this Agreement. Nothing herein shall prohibit Producer from pursuing any other available legal or equitable remedy from such breach or threatened breach, including but not limited to the recovery of damages from the Licensee. The Licensee shall be responsible for all costs, expenses or damages that Producer incurs as a result of any violation by the Licensee of any provision of this Agreement. Licensee’ obligation shall include court costs, litigation expenses, and reasonable attorneys’ fees.

  1. Warranties, Representations, and Indemnification:

    1. Licensee hereby agrees that Licensor has not made any guarantees or promises that the Track fits the particular creative use or musical purpose intended or desired by the Licensee. The Track, and all sound recording(s) and underlying musical composition(s) embodied therein are licensed to the Licensee “as is” without warranties of any kind or fitness for a particular purpose.

    2. Licensee hereby agrees that Licensee or anyone acting on Licensee’s behalf, will be responsible for obtaining and paying for any and all clearances or licenses required in the Authorized Territory (or any portion thereof) for the use of any musical works embodied in Licensee’s Content. Without limiting the generality of the foregoing, Licensee (either directly or through a third party acting on your behalf) shall be responsible for and shall pay (i) any royalties and other sums due to Artists (featured and non-featured), authors, co‑authors, copyright owners and co-owners, producers, engineers, and any other record royalty participants from sales or other uses of Licensee’s Content, (ii)all mechanical royalties or other sums payable to music publishers and/or authors or co-authors of musical compositions embodied Licensee’s Content from sales or other uses of Licensee’s Content, (iii)all payments that may be required under any collective bargaining agreements applicable to Licensee or any third party (e.g., to unions or guilds such as AFM or AFTRA), and (iv)any other royalties, fees and/or sums payable with respect to Licensee’s Content or other materials provided by Licensor to Licensee.

    3. You shall indemnify and Producer, BeatStars (as defined below) and each of their respective employees, licensees, designees, parent companies, agents, affiliates, successors and assigns (collectively, the “Indemnitees”) harmless from any and all third party claims, liabilities, costs, losses, damages or expenses as are actually incurred by the Indemnities and shall hold the Indemnitees free, safe, and harmless against and from any and all claims, suits, demands, costs, liabilities, loss, damages, judgments, recoveries, costs, and expenses; (including, without limitation, reasonable attorneys’ fees), which may be made or brought, paid, or incurred by reason of or in connection with any breach or claim of breach of the warranties and representations hereunder by you, your agents, heirs, successors, assigns and employees or any failure by you to perform any of your obligations hereunder.

    4. By using the Service, both Licensor and Licensee acknowledge and accept the BeatStars’ Terms of Service and Privacy Policy and consent to the collection and use of your data in accordance with our Privacy Policy. Licensor and Licensee both acknowledge that while this Agreement was facilitated by the platform located at www.beatstars.com, operated by BeatStars Inc. (“BeatStars”), BeatStars is not party to this Agreement and is not responsible for any claims arising with respect to same, including, without limitation, any claims relating to a breach of this Agreement, and any infringement claims by a third party relating to the Track, New Master(s) and/or the New Composition(s). Licensor and Licensee acknowledge and agree that BeatStars is not a law firm or attorney, does not perform services performed by an attorney, and that BeatStars’s forms or templates, or any agreements created and/or entered into via or in connection with the BeatStars website, including, without limitation, this Agreement, are not a substitute for the advice or services of an attorney. No attorney-client relationship or privilege is created by using or accessing the BeatStars website. Licensor and Licensee hereby covenant not to sue and will indemnify BeatStars, and all of BeatStars’s affiliates, successors, agents, heirs, employees, and assigns (the “BeatStars Parties”) from any claims brought against the BeatStars Parties in connection with this Agreement, or relating to the Track, New Master(s) or New Composition(s) in any manner. Licensor and Licensee will reimburse the BeatStars Parties on demand for any costs incurred in connection with the same.

  1. Miscellaneous:

    This Agreement constitutes the entire understanding of the parties and is intended as a final expression of their agreement and cannot be altered, modified, amended or waived, in whole or in part, except by written instrument (email being sufficient) signed by both parties hereto. This agreement supersedes all prior agreements between the parties, whether oral or written. Should any provision of this agreement be held to be void, invalid or inoperative, such decision shall not affect any other provision hereof, and the remainder of this agreement shall be effective as though such void, invalid or inoperative provision had not been contained herein. No failure by Licensor hereto to perform any of its obligations hereunder shall be deemed a material breach of this agreement until the Licensee gives Licensor written notice of its failure to perform, and such failure has not been corrected within thirty (30) days from and after the service of such notice, or, if such breach is not reasonably capable of being cured within such thirty (30) day period, Licensor does not commence to cure such breach within said time period, and proceed with reasonable diligence to complete the curing of such breach thereafter. This agreement shall be governed by and interpreted in accordance with the laws of the Delhi,India applicable to agreements entered into and wholly performed in said State, without regard to any conflict of laws principles. You hereby agree that the exclusive jurisdiction and venue for any action, suit or proceeding based upon any matter, claim or controversy arising hereunder or relating hereto shall be in the state or federal courts located in the Delhi,India. You shall not be entitled to any monies in connection with the Master(s) other than as specifically set forth herein. All notices pursuant to this agreement shall be in writing and shall be given by registered or certified mail, return receipt requested (prepaid) at the respective addresses hereinabove set forth or such other address or addresses as may be designated by either party. Such notices shall be deemed given when received. Any notice mailed will be deemed to have been received five (5) business days after it is mailed; any notice dispatched by expedited delivery service will be deemed to be received two (2) business days after it is dispatched.

    LICENSOR AND LICENSEE EACH ACKNOWLEDGES AND AGREES THAT IT HAS READ THIS AGREEMENT AND HAS BEEN ADVISED OF THE SIGNIFICANT IMPORTANCE OF RETAINING AN INDEPENDENT ATTORNEY OF THEIR OWN CHOICE TO REVIEW THIS AGREEMENT ON YOUR BEHALF. LICENSOR AND LICENSEE EACH ACKNOWLEDGES AND AGREES THAT IT HAS HAD THE UNRESTRICTED OPPORTUNITY TO BE REPRESENTED BY AN INDEPENDENT ATTORNEY. IN THE EVENT OF LICENSOR’S AND/OR LICENSEE’S FAILURE TO OBTAIN AN INDEPENDENT ATTORNEY OR WAIVER THEREOF, LICENSOR AND LICENSEE EACH HEREBY WARRANTS AND REPRESENTS THAT YOU WILL NOT ATTEMPT TO USE SUCH FAILURE AND/OR WAIVER as a basis to avoid any obligations under this agreement, to invalidate this agreement, to render this agreement or any part thereof unenforceable, or to otherwise bring any action against BeatStars or any of its parents, affiliates, designees, successors, licensees and/or assigns. This agreement may be executed in counterparts, each of which shall be deemed an original, and said counterparts shall constitute one and the same instrument. In addition, a signed copy of this agreement transmitted by facsimile or scanned into an image file and transmitted via email shall, for all purposes, be treated as if it was delivered containing an original manual signature of the party whose signature appears thereon and shall be binding upon such party as though an originally signed document had been delivered. Notwithstanding the foregoing, in the event that you do not sign this Agreement, your acknowledgment that you have reviewed the terms and conditions of this Agreement and your payment of the License Fee shall serve as your signature and acceptance of the terms and conditions of this Agreement.

License Preview

This Non-Exclusive Regular Wav License (Contract Preview Only) License Agreement (the “Agreement”), having been made on and effective as of Date (the “Effective Date”) by and between Not Available in Preview Mode p/k/a Dheeraj Bangari Beatz (the “Producer” or “Licensor”); and Licensee residing at [N/A] (“You” or “Licensee”), sets forth the terms and conditions of the Licensee’s use, and the rights granted in, the Producer’s instrumental music file entitled Beat Name (the “Beat”) in consideration for Licensee’s payment of $ 39.99 (the “License Fee”), on a so-called “Regular Wav License (Contract Preview Only)” 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.

  1. License Fee: The Licensee to shall make payment of the License Fee to Licensor on the date of this Agreement. All rights granted to Licensee by Producer in the Beat are conditional upon Licensee’s timely payment of the License Fee. 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.
  1. Delivery of the Beat:
    1. Licensor agrees to deliver the Beat as a high-quality WAV, MP3, as such terms are understood in the music industry.
    2. Licensor shall use commercially reasonable efforts to deliver the Beat to Licensee immediately after payment of the License Fee is made. Licensee will receive the Beat via email, to the email address Licensee provided to Licensor.
  1. Term: The Term of this Agreement shall be ten (10) years and this license shall expire on the ten (10) year anniversary of the Effective Date.
  1. Use of the Beat:
    1. In consideration for Licensee’s payment of the License Fee, the Producer hereby grants Licensee a limited non-exclusive, nontransferablelicense and the right to incorporate, include and/or use the Beat in the preparation of one (1) new song or to incorporate the Beat into a new piece of instrumental music created by the Licensee. Licensee may create the new song or new instrumental music by recording his/her written lyrics over the Beat and/or by incorporating portions/samples of the Beat into pre-existing instrumental music written, produced and/or owned by Licensee. 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”. Permission is granted to Licensee to modify the arrangement, length, tempo, or pitch of the Beat in preparation of the New Song for public release.
    2. This Licensegrants Licensee a worldwide, non-exclusive license to use the Beat as incorporated in the New Song in the manners and for the purposes expressly provided for herein, subject to the sale restrictions, limitations and prohibited uses stated in this Agreement. Licensee acknowledges and agrees that any and all rights granted to Licensee in the Beat pursuant to this Agreement are on a NON-EXCLUSIVE basis and Producer shall continue to license the Beat upon the same or similar terms and conditions as this Agreement to other potential third-party licensees.
    • 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;
    • Licensee true perform the song publicly for-profit performances and for an Unlimited non-profit performances, including but not limited to, at a live performance (i.e. concert, festival, nightclub etc.), on terrestrial or satellite radio, and/or on the internet via third-party streaming services (Spotify, YouTube, iTunes Radio etc.). The New Song may be played on 10 terrestrial or satellite radio stations;
    • The Licensee may use the New Song in synchronization with One (1) audiovisual work no longer than five (5) minutes in length (a “Video”). In the event that the New Song itself is longer than five (5) minutes in length, the Video may not play for longer than the length of the New Song. The Video may be broadcast on any television network and/or uploaded to the internet for digital streaming and/or free download by the public including but not limited to on YouTube and/or Vevo. Producer grants no other synchronization rights to Licensee;
    • The Licensee may make the New Song available for sale in physical and/or digital form and sell 3000 downloads/physical music products and are allowed 250000 monetized audio streams, 250000 monetized video streams, * non-monetized video streams and are allowed *Unlimited free downloads. The New Song may be available for sale as a single and/or included in a compilation of other songs bundled together by Licensee as an EP or a full-length Album. The New Song may be sold via digital retailers for permanent digital download in mp3 format and/or physical format, including compact disc and vinyl records. For clarity and avoidance of doubt, the Licensee does NOT have the right to sell the Beat in the form that it was delivered to Licensee. The Licensee must create a New Song (or instrumental as detailed above) for its rights under this provision to a vest. Any sale of the Beat in its original form by Licensee shall be a material breach of this Agreement and the Licensee shall be liable to the Licensor for damages as provided hereunder.
  1. Subject to the Licensee’s compliance with the terms and conditions of this Agreement, Licensee shall not be required to account or pay to Producer any royalties, fees, or monies paid to or collected by the Licensee (expressly excluding mechanical royalties), or which would otherwise be payable to Producer in connection with the use/exploitation of the New Song as set forth in this Agreement.
  1. Restrictions on the Use of the Beat: Licensee hereby agrees and acknowledges that it is expressly prohibited from taking any action(s) and from engaging in any use of the Beat or New Song in the manners, or for the purposes, set forth below:
    1. The rights granted to Licensee are NON-TRANSFERABLE and that Licensee may not transfer or assign any of its rights hereunder to any third-party;
    2. The Licensee shall not synchronize, or permit third parties to synchronize, the Beat or New Song with any audiovisual works EXCEPT as expressly provided for and pursuant to Paragraph 4(b)(iii) of this Agreement for use in one (2) Video. This restriction includes, but is not limited to, use of the Beat and/or New Song in television, commercials, film/movies, theatrical works, video games, and in any other form on the Internet which is not expressly permitted herein.
    3. The Licensee shall not have the right to license or sublicense any use of the Beat or of the New Song, in whole or in part, for any so-called “samples”.
    4. Licensee shall not engage in any unlawful copying, streaming, duplicating, selling, lending, renting, hiring, broadcasting, uploading, or downloading to any database, servers, computers, peer to peer sharing, or other file-sharing services, posting on websites, or distribution of the Beat in the form, or a substantially similar form, as delivered to Licensee. Licensee may send the Beat file to any individual musician, engineer, studio manager or other people who are working on the New Song.
    5. THE LICENSEE IS EXPRESSLY PROHIBITED FROM REGISTERING THE BEAT AND/OR NEW SONG WITH ANY CONTENT IDENTIFICATION SYSTEM, SERVICE PROVIDER, MUSIC DISTRIBUTOR, RECORD LABEL OR DIGITAL AGGREGATOR (for example TuneCore or CDBaby, and any other provider of user-generated content identification services). The purpose of this restriction is to prevent you from receiving a copyright infringement takedown notice from a third party who also received a non-exclusive license to use the Beat in a New Song. The Beat has already been tagged for Content Identification (as that term is used in the music industry) by Producer as a pre-emptive measure to protect all interested parties in the New Song. If you do not adhere to this policy, you are in violation of the terms of this License and your license to use the Beat and/or New Song may be revoked without notice or compensation to you.
    6. As applicable to both the underlying composition in the Beat and to the master recording of the Beat: (i) The parties acknowledge and agree that the New Song is a “derivative work”, as that term is used in the United States Copyright Act; (ii) As applicable to the Beat and/or the New Song, there is no intention by the parties to create a joint work; and (iii) There is no intention by the Licensor to grant any rights in and/or to any other derivative works that may have been created by other third-party licensees.
  1. Ownership:
    1. The Producer is and shall remain the sole owner and holder of all rights, title, and interest in the Beat, including all copyrights to and in the sound recording and the underlying musical compositions written and composed by Producer. Nothing contained herein shall constitute an assignment by Producer to Licensee of any of the foregoing rights. Licensee may not, under any circumstances, register or attempt to register the New Song and/or the Beat with the U.S. Copyright Office. The aforementioned right to register the New Song and/or the Beat shall be strictly limited to Producer. Licensee will, upon request, execute, acknowledge and deliver to Producer such additional documents as Producer may deem necessary to evidence and effectuate Producer’s rights hereunder, and Licensee hereby grants to Producer the right as attorney-in-fact to execute, acknowledge, deliver and record in the U.S. Copyright Office or elsewhere any and all such documents if Licensee shall fail to execute same within five (5) days after so requested by Producer.
    2. For the avoidance of doubt, you do not own the master or the sound recording rights in the New Song. You have been licensed the right to use the Beat in the New Song and to commercially exploit the New Song based on the terms and conditions of this Agreement.
    • Notwithstanding the above, you do own the lyrics or other original musical components of the New Song that were written or composed solely by you.
  1. With respect to the publishing rights and ownership of the underlying composition embodied in the New Song, the Licensee, and the Producer hereby acknowledge and agree that the underlying composition shall be owned/split between them as follows:
    • Producer shall own, control, and administer Fifty Percent (50%) of the so-called “Publisher’s Share” of the underlying composition.
      • In the event that Licensee wishes to register his/her interests and rights to the underlying composition of the New Song with their Performing Rights Organization (“PRO”), Licensee must simultaneously identify and register the Producer’s share and ownership interest in the composition to indicate that Producer wrote and owns 50% of the composition in the New Song and as the owner of 50% of the Publisher’s share of the New Song.
  1. The licensee shall be deemed to have signed, affirmed and ratified its acceptance of the terms of this Agreement by virtue of its payment of the License Fee to Licensor and its electronic acceptance of its terms and conditions at the time Licensee made payment of the License Fee.
  1. Mechanical License: If any selection or musical composition, or any portion thereof, recorded in the New Song hereunder is written or composed by Producer, in whole or in part, alone or in collaboration with others, or is owned or controlled, in whole or in part, directly or indirectly, by Producer or any person, firm, or corporation in which Producer has a direct or indirect interest, then such selection and/or musical composition shall be hereinafter referred to as a “Controlled Composition”. Producer hereby agrees to issue or cause to be issued, as applicable, to Licensee, mechanical licenses in respect of each Controlled Composition, which are embodied on the New Song. For that license, on the United States and Canada sales, Licensee will pay mechanical royalties at one hundred percent (100%) of the minimum statutory rate, subject to no cap of that rate for albums and/or EPs. For license outside the United States and Canada, the mechanical royalty rate will be the rate prevailing on an industry-wide basis in the country concerned on the date that this agreement has been entered into.
  1. Credit: Licensee shall have the right to use and permit others to use Producer’s approved name, approved likeness, and other approved identification and approved biographical material concerning the Producer solely for purposes of trade and otherwise without restriction solely in connection with the New Song recorded hereunder. Licensee shall use best efforts to have Producer credited as a “producer” and shall give Producer appropriate production and songwriting credit on all compact discs, record, music video, and digital labels or any other record configuration manufactured which is now known or created in the future that embodies the New Song created hereunder and on all cover liner notes, any records containing the New Song and on the front and/or back cover of any album listing the New Song and other musician credits. The licensee shall use its best efforts to ensure that Producer is properly credited and Licensee shall check all proofs for the accuracy of credits, and shall use its best efforts to cure any mistakes regarding Producer’s credit. In the event of any failure by Licensee to issue the credit to Producer, Licensee must use reasonable efforts to correct any such failure immediately and on a prospective basis. Such credit shall be in the substantial form: “Produced by Dheeraj Bangari Beatz“.
  1. Licensor’s Option: Licensor shall have the option, at Licensor’s sole discretion, to terminate this License at any time within three (3) years of the date of this Agreement upon written notice to Licensee. In the event that Licensor exercises this option, Licensor shall pay to Licensee a sum equal to Two Hundred Percent (200%) of the License Fee paid by Licensee. Upon Licensor’s exercise of the option, Licensee must immediately remove the New Song from any and all digital and physical distribution channels and must immediately cease access to any streams and/or downloads of the New Song by the general public.
  1. Breach by Licensee:
    1. The licensee shall have five (5) business days from its receipt of written notice by Producer and/or Producer’s authorized representative to cure any alleged breach of this Agreement by Licensee. Licensee’s failure to cure the alleged breach within five (5) business days shall result in Licensee’s default of its obligations, its breach of this Agreement, and at Producer’s sole discretion, the termination of Licensee’s rights hereunder.
    2. If Licensee engages in the commercial exploitation and/or sale of the Beat or New Song outside of the manner and amount expressly provided for in this Agreement, Licensee shall be liable to Producer for monetary damages in an amount equal to any and all monies paid, collected by, or received by Licensee, or any third party on its behalf, in connection with such unauthorized commercial exploitation of the Beat and/or New Song.
    3. Licensee recognizes and agrees that a breach or threatened breach of this Agreement by Licensee give rise to irreparable injury to Producer, which may not be adequately compensated by damages. Accordingly, in the event of a breach or threatened breach by the Licensee of the provisions of this Agreement, Producer may seek and shall be entitled to a temporary restraining order and a preliminary injunction restraining the Licensee from violating the provisions of this Agreement. Nothing herein shall prohibit Producer from pursuing any other available legal or equitable remedy from such breach or threatened breach, including but not limited to the recovery of damages from the Licensee. The Licensee shall be responsible for all costs, expenses or damages that Producer incurs as a result of any violation by the Licensee of any provision of this Agreement. Licensee’ obligation shall include court costs, litigation expenses, and reasonable attorneys’ fees.
  1. Warranties, Representations, and Indemnification:
    1. Licensee hereby agrees that Licensor has not made any guarantees or promises that the Beat fits the particular creative use or musical purpose intended or desired by the Licensee. The Beat, its sound recording, and the underlying musical composition embodied therein are licensed to the Licensee “as is” without warranties of any kind or fitness for a particular purpose.
      1. Parties hereto shall indemnify and hold each other harmless from any and all third party claims, liabilities, costs, losses, damages or expenses as are actually incurred by the non-defaulting party and shall hold the non-defaulting party, free, safe, and harmless against and from any and all claims, suits, demands, costs, liabilities, loss, damages, judgments, recoveries, costs, and expenses; (including, without limitation, reasonable attorneys’ fees), which may be made or brought, paid, or incurred by reason of any breach or claim of breach of the warranties and representations hereunder by the defaulting party, their agents, heirs, successors, assigns and employees, which have been reduced to final judgment; provided that prior to final judgment, arising out of any breach of any representations or warranties of the defaulting party contained in this agreement or any failure by defaulting party to perform any obligations on its part to be performed hereunder the non-defaulting party has given the defaulting party prompt written notice of all claims and the right to participate in the defense with counsel of its choice at its sole expense. In no event shall Artist be entitled to seek injunctive or any other equitable relief for any breach or non-compliance with any provision of this agreement.
  1. Miscellaneous: This Agreement constitutes the entire understanding of the parties and is intended as a final expression of their agreement and cannot be altered, modified, amended or waived, in whole or in part, except by written instrument (email being sufficient) signed by both parties hereto. This agreement supersedes all prior agreements between the parties, whether oral or written. Should any provision of this agreement be held to be void, invalid or inoperative, such decision shall not affect any other provision hereof, and the remainder of this agreement shall be effective as though such void, invalid or inoperative provision had not been contained herein. No failure by Licensor hereto to perform any of its obligations hereunder shall be deemed a material breach of this agreement until the Licensee gives Licensor written notice of its failure to perform, and such failure has not been corrected within thirty (30) days from and after the service of such notice, or, if such breach is not reasonably capable of being cured within such thirty (30) day period, Licensor does not commence to cure such breach within said time period, and proceed with reasonable diligence to complete the curing of such breach thereafter. This agreement shall be governed by and interpreted in accordance with the laws of the Delhi,India applicable to agreements entered into and wholly performed in said State, without regard to any conflict of laws principles. You hereby agree that the exclusive jurisdiction and venue for any action, suit or proceeding based upon any matter, claim or controversy arising hereunder or relating hereto shall be in the state or federal courts located in the Delhi, India. You shall not be entitled to any monies in connection with the Master(s) other than as specifically set forth herein. All notices pursuant to this agreement shall be in writing and shall be given by registered or certified mail, return receipt requested (prepaid) at the respective addresses hereinabove set forth or such other address or addresses as may be designated by either party. Such notices shall be deemed given when received. Any notice mailed will be deemed to have been received five (5) business days after it is mailed; any notice dispatched by expedited delivery service will be deemed to be received two (2) business days after it is dispatched. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THIS AGREEMENT AND HAVE BEEN ADVISED BY US OF THE SIGNIFICANT IMPORTANCE OF RETAINING AN INDEPENDENT ATTORNEY OF YOUR CHOICE TO REVIEW THIS AGREEMENT ON YOUR BEHALF. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE HAD THE UNRESTRICTED OPPORTUNITY TO BE REPRESENTED BY AN INDEPENDENT ATTORNEY. IN THE EVENT OF YOUR FAILURE TO OBTAIN AN INDEPENDENT ATTORNEY OR WAIVER THEREOF, YOU HEREBY WARRANT AND REPRESENT THAT YOU WILL NOT ATTEMPT TO USE SUCH FAILURE AND/OR WAIVER as a basis to avoid any obligations under this agreement, or to invalidate this agreement or To render this agreement or any part thereof unenforceable. This agreement may be executed in counterparts, each of which shall be deemed an original, and said counterparts shall constitute one and the same instrument. In addition, a signed copy of this agreement transmitted by facsimile or scanned into an image file and transmitted via email shall, for all purposes, be treated as if it was delivered containing an original manual signature of the party whose signature appears thereon and shall be binding upon such party as though an originally signed document had been delivered. Notwithstanding the foregoing, in the event that you do not sign this Agreement, your acknowledgment that you have reviewed the terms and conditions of this Agreement and your payment of the License Fee shall serve as your signature and acceptance of the terms and conditions of this Agreement.

License Preview

This Non-Exclusive Unlimited License (Contract Preview Only) License Agreement (the “Agreement”), having been made on and effective as of Date (the “Effective Date”) by and between Not Available in Preview Mode p/k/a Dheeraj Bangari Beatz (the “Producer” or “Licensor”); and Licensee residing at [N/A] (“You” or “Licensee”), sets forth the terms and conditions of the Licensee’s use, and the rights granted in, the instrumental music file(s) entitled Beat Name (the “Track”) in consideration for Licensee’s payment of $ 99.99 (the “License Fee”). For convenience, the so-called “Track” shall also mean all files comprising such Track, individually and collectively.

This Agreement is issued solely in connection with and for Licensee’s use of the Track pursuant and subject to all terms and conditions set forth herein.

  1. Compensation:

    License Fee: The Licensee shall make payment of the License Fee to Licensor on the date of this Agreement. All rights granted to Licensee by Producer in the Track are conditional upon Licensee’s timely payment of the License Fee. 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. Licensee’s failure to pay the License Fee prior to delivery of the Track by Producer and in the manner above shall result in the automatic and immediate termination of this Agreement. Upon termination Licensee shall be legally prohibited from using the Track in any manner unless and until a new Track License is entered into by the Parties.

  1. Delivery of the Track:

    1. Licensor agrees to deliver the Track as a high-quality WAV, MP3, Track Stems, as such terms are understood in the music industry.

    2. Licensor shall use commercially reasonable efforts to deliver the Track to Licensee immediately after payment of the License Fee is made. Licensee will receive the Track via email, to the email address Licensee provided to Licensor.

  1. Term:

    The Term of this Agreement shall be 100 years and this license shall expire on the 100 year anniversary of the 12/19/23, 5:44 AM.

  1. Use of the Track:

    1. The license for this product is granted only to a single user. If you need more, special arrangements may be made on a case-by-case basis. All sounds and samples in compositional format in our products are licensed, but not sold, to you by Dheeraj Bangari Beatz for commercial and non-commercial use in music, sound-effect, audio/video post-production, performance, broadcast or similar finished content-creation and production use with proper clearance for any commercial usage.

    2. In consideration for Licensee’s payment of the License Fee, the Producer hereby grants Licensee a limited *non-exclusive, non-transferable *license and the right to incorporate, include and/or use the Track in connection with the Licensee’s production of music. Specifically, any or all of the sound files within the Track may be used ONLY in compositions (music) that are written or produced by the Licensee, individually or as a collaborator. The Licensee, so long as its use of the Track does not violate the terms of this Agreement.

    3. Any composition (music) created by Licensee which contains one or more of the sound files from the Track may be used for any promotional or commercial purposes, including but not limited to demo tracks, free mix-tapes, singles, EPs or albums sold at digital retailers, records, remixes, commercials, jingles, post productions, music commissioned by third party, soundtracks for film, theatre, musicals, production music libraries, television and/or live performances. Licensee agrees to only use the Track solely in the manners and for the purposes expressly provided for herein, subject to the sale restrictions, limitations and prohibited uses stated in this Agreement. acknowledges and agrees that any and all rights granted to Licensee in the Track pursuant to this Agreement are on a non-exclusive basis and Producer shall continue to license the Track upon the same or similar terms and conditions as this Agreement to other potential third-party licensees.

    4. This License grants Licensee a worldwide, non-exclusive license to use the Track as incorporated in the New Master(s) and New Composition(s) solely in the manners and for the purposes expressly provided for herein, subject to the sale restrictions, limitations and prohibited uses stated in this Agreement. Licensee acknowledges and agrees that any and all rights granted to Licensee in the Track pursuant to this Agreement are on a non-exclusive basis and Producer shall continue to license the Track upon the same or similar terms and conditions as this Agreement to other potential third-party licensees.

    5. The New Master(s) and New Composition(s) 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;

      1. Licensee true perform the song publicly for-profit performances and for an Unlimited non-profit performances, including but not limited to, at a live performance (i.e. concert, festival, nightclub etc.), on terrestrial or satellite radio, and/or on the internet via third-party streaming services (Spotify, YouTube, iTunes Radio etc.).

      2. The New Master(s) may be played on 10 terrestrial or satellite radio stations;

      3. The Licensee may use the New Master(s) and Licensor’s share of the New Composition(s) in synchronization with Unlimited (Unlimited) non-commercial promotional audiovisual work, each of which shall be no longer than five (5) minutes in length (a “Video”). In the event that the applicable New Master(s) and corresponding New Composition(s) itself is longer than five (5) minutes in length, the Video may not play for longer than the length of the applicable New Composition(s) as recorded and embodied on the applicable New Master(s). The Video may be broadcast on any television network and/or uploaded to the internet for digital streaming and/or free download by the public including but not limited to on YouTube and/or Vevo. Producer grants no other synchronization rights to Licensee;

      4. The Licensee may make the New Master(s) and Licensor’s share of the New Composition(s) as embodied therein available for sale in physical and/or digital form and sell Unlimited downloads/physical music products and are allowed Unlimited monetized audio streams, Unlimited monetized video streams, Unlimited non-monetized video streams and are allowed Unlimited free downloads. The New Master(s) and New Composition(s) may be available for sale as a single and/or included in a compilation of other songs bundled together by Licensee as an EP or a full-length Album. The New Master(s) and New Composition(s) may be sold via digital retailers for permanent digital download in mp3 format and/or physical format, including compact disc and vinyl records. For clarity and avoidance of doubt, the Licensee does NOT have the right to sell the Track in the form that it was delivered to Licensee. The Licensee must create a New Master and New Composition (or instrumental as detailed above) for its rights under this provision to a vest. Any sale of the Track in its original form by Licensee shall be a material breach of this Agreement and the Licensee shall be liable to the Licensor for damages as provided hereunder.

    6. Subject to the Licensee’s compliance with the terms and conditions of this Agreement, Licensee shall not be required to account or pay to Producer any royalties, fees, or monies paid to or collected by the Licensee (expressly excluding mechanical royalties), or which would otherwise be payable to Producer in connection with the use/exploitation of the New Composition(s) and/or New Master(s) as set forth in this Agreement.

    7. In consideration for Licensee’s payment of the License Fee, the Producer hereby grants Licensee a limited non-exclusive, non-transferable license and the right to incorporate, include and/or use the Track in the creation of new musical compositions (each, a “New Composition” (and collectively, the “New Compositions”) and new master recordings (each, a “New Master” (and collectively, the “New Masters”) embodying the New Composition(s). Licensee may create the New Master(s) and New Composition(s) by recording his/her written lyrics over the Track and/or by incorporating portions/samples of the Track into pre-existing instrumental music written, produced and/or owned by Licensee. Permission is granted to Licensee to modify the arrangement, length, tempo, or pitch of the Track in preparation of the New Composition(s) for public release.

  1. Restrictions on the Use of the Track:

    Licensee hereby agrees and acknowledges that it is expressly prohibited from taking any action(s) and from engaging in any use of the Track, other than as expressly set forth hereinabove without first entering into a Collaboration Agreement with Licensor. For the avoidance of doubt, Licensee shall not use or exploit the Track in the manners, or for the purposes, set forth below without first obtaining Licensor’s prior written consent,:

    The rights granted to Licensee are NON-TRANSFERABLE. Licensee may not transfer or assign any of its rights hereunder to any third-party without first obtaining Licensor’s prior written consent, which may be withheld within Licensor’s sole discretion, and any purported assignment in violation of the foregoing will be deemed void ab initio;

    The Licensee shall not synchronize, or permit third parties to synchronize, the Track with any audiovisual works EXCEPT as expressly provided for and pursuant to this Agreement in connection with any Video(s). This restriction includes, but is not limited to, use of the Track in television, commercials, film/movies, theatrical works, video games, and in any other form on the Internet which is not expressly permitted herein.

    The Licensee shall not have the right to license or sublicense any use of the Track in whole or in part, for any so-called “samples”.

    Licensee shall not engage in any unlawful copying, streaming, duplicating, selling, lending, renting, hiring, broadcasting, uploading, or downloading to any database, servers, computers, peer to peer sharing, or other file-sharing services, posting on websites, or distribution of the Track or the Track in the form, or a substantially similar form, as delivered to Licensee. Licensee may send the Track file(s) to any individual musician, engineer, studio manager or other people who are working on the New Recording(s).

    THE LICENSEE IS EXPRESSLY PROHIBITED FROM REGISTERING THE TRACK, OR, ANY FILES CONTAINED THEREIN, WITH ANY CONTENT IDENTIFICATION SYSTEM, SERVICE PROVIDER, PERFORMING RIGHTS ORGANIZATION (E.G., ASCAP/BMI/SESAC), MUSIC DISTRIBUTOR, RECORD LABEL OR DIGITAL AGGREGATOR (for example TuneCore or CDBaby, and any other provider of user-generated content identification services). The purpose of this restriction is to prevent you from receiving a copyright infringement takedown notice from a third party who also received a non-exclusive license to use the Track in a New Master and/or New Composition. The Track has already been tagged for Content Identification (as that term is used in the music industry) by Producer as a pre-emptive measure to protect all interested parties in the New Master(s) and/or New Composition(s). Your failure to comply with the foregoing shall be deemed a material breach of the terms of this License by you, and your license to use the Track, may be revoked without notice or compensation to you.

  1. Ownership of the Track:

    1. The Producer is and shall remain the sole owner and holder of all rights, title, and interest in the Track, including all copyrights to and in the sound recording(s) and the underlying musical compositions written and composed by Producer. Nothing contained herein shall constitute an assignment by Producer to Licensee of any of the foregoing rights. Licensee may not, under any circumstances, register or attempt to register the Track with the U.S. Copyright Office. The aforementioned right to register the Track is reserved by and for Producer. Licensee will, upon request, execute, acknowledge and deliver to Producer such additional documents as Producer may deem necessary to evidence and effectuate Producer’s rights hereunder, and Licensee hereby grants to Producer the right as attorney-in-fact to execute, acknowledge, deliver and record in the U.S. Copyright Office or elsewhere any and all such documents if Licensee shall fail to execute same within five (5) days after so requested by Producer.

    2. The licensee shall be deemed to have signed, affirmed and ratified its acceptance of the terms of this Agreement by virtue of its payment of the License Fee to Licensor and receipt of the Track by Licensee.

    3. You have been licensed the right to use the Track in the New Master(s) solely in accordance with the terms and conditions of this Agreement. Notwithstanding the foregoing, you do own the lyrics or other original musical components of the New Composition(s) that were written or composed solely by you.

    4. You hereby acknowledge and agree that you and Licensor shall jointly own and control all rights title and interest in and to the New Composition(s), including, without limitation, all copyrights, and where the Track is incorporated into the New Composition(s) by You. With respect to the publishing rights and ownership of the underlying composition embodied in the New Composition(s), the Licensee and the Producer hereby acknowledge and agree that the underlying compositions shall be jointly owned and controlled and all rights title and interest in and to the New Composition(s), including, without limitation, all copyrights, and Producer shall own the following percentage share:

      0.0

    Subject to all of the terms and restrictions set forth in this Agreement, each party shall be entitled to solely administer their respective share of the New Composition(s).

  1. Mechanical License:

    If any selection or musical composition, or any portion thereof, recorded in any New Composition(s) hereunder is written or composed by Producer, in whole or in part, alone or in collaboration with others, or is owned or controlled, in whole or in part, directly or indirectly, by Producer or any person, firm, or corporation in which Producer has a direct or indirect interest, then such selection and/or musical composition shall be hereinafter referred to as a “Controlled Composition”. Producer hereby agrees to issue or cause to be issued, as applicable, to Licensee, mechanical licenses in respect of each Controlled Composition, which are embodied on the New Composition(s) solely as necessary to allow Licensee to use the New Composition(s) solely as expressly permitted under this Agreement. For that license, on the United States and Canada sales, Licensee will pay mechanical royalties at one hundred percent (100%) of the minimum statutory rate, subject to no cap of that rate for albums and/or EPs. For licenses outside the United States and Canada, the mechanical royalty rate will be the rate prevailing on an industry-wide basis in the country concerned on the date that this agreement has been entered into.

  1. Credit:

    Licensee shall have the right to use and permit others to use Producer’s approved name, approved likeness, and other approved identification and approved biographical material concerning the Producer solely for purposes of trade and otherwise without restriction solely in connection with the New Master(s) and New Composition(s) recorded hereunder. Licensee shall use best efforts to have Producer credited as a “producer” and “writer”, as applicable, and shall give Producer appropriate production and songwriting credit on all compact discs, record, music video, and digital labels or any other record configuration manufactured which is now known or created in the future that embodies the New Master(s) and New Composition(s) created hereunder and on all cover liner notes, any records containing the New Master(s) and/or New Composition(s) and on the front and/or back cover of any album listing the New Composition(s) and other musician credits. The licensee shall use its best efforts to ensure that Producer is properly credited and Licensee shall check all proofs for the accuracy of credits, and shall use its best efforts to cure any mistakes regarding Producer’s credit. In the event of any failure by Licensee to issue the credit to Producer, Licensee must use reasonable efforts to correct any such failure immediately and on a prospective basis. Such credit shall be in the substantial form: “Produced by Dheeraj Bangari Beatz“.

    Licensor shall have the right to use and permit others to use Licensee’s approved name, approved likeness, and other approved identification and approved biographical material concerning the Producer solely for purposes of trade and otherwise without restriction solely in connection with the New Master(s) and New Composition(s) recorded hereunder.

  1. Accounting:

    Licensee shall and Licensee shall cause any and all of their respective PROs (Performing Rights Organizations), CMOs (Collective Management Organization), publishing administrators, Distributors, agents, Entities, their parent company and subsidiaries, or their respective employees, officers, directors, members, managers, shareholders, agents, vendors, licensors, licensees, contractors, customers, successors, and assigns, as applicable, to account directly to, and pay Producer, at the same time and subject to the same conditions pursuant to which they account to Licensee. Producer shall have the right to sue or otherwise commence any action against Licensee, in connection with any particular statement rendered or required to be rendered hereunder, so long as such suit or other action is filed within twenty-four (24) months after such statement is required to be rendered. If Licensee conducts an audit of any third party that results in a net recovery, then Producer shall be entitled to a pro-rata share thereof. Any monies found to be owed to the Producer shall be paid within 7 business days of the audit. Notwithstanding the foregoing, if the Licensee fails to provide the producer the right to an accounting, this is considered a material breach of contract.

  1. Auditing:

    In consideration of the rights granted to Licensee by Producer, Producer reserves the right to audit Licensee’s books and records as it pertains to the royalties that have accrued and will accrue in the future from the use of the above Composition. Such an audit can be conducted by a Certified Public Accountant or Attorney. Licensee will account to Producer directly and Licensee shall cause any and all of their respective PROs (Performing Rights Organizations), CMOs (Collective Management Organization), publishing administrators, Distributors, agents, Entities, their parent company and subsidiaries, or their respective employees, officers, directors, members, managers, shareholders, agents, vendors, licensors, licensees, contractors, customers, successors, and assigns, as applicable, to do the same. Such direct accounting will occur within thirty (30) days after Licensee’s receipt of any corresponding accounting statement related to the above Composition, but in no event less frequently than semi-annually. Producer may, at Producer’s own expense, audit Licensee’s books and records directly relating to this agreement that report the sales and other exploitations of records for which royalties are payable hereunder. Any such audit shall be noticed to Licensee at least thirty (30) days prior to the date thereof. Producer may make such an examination for a particular statement only once and only within twenty-four (24) months after the date any such statement is rendered. This audit shall be conducted where the Licensee keeps the books and records on reasonable notice by Producer. Any monies found to be owed to the Producer shall be paid within 7 business days of the audit. Notwithstanding the foregoing, if the Licensee fails to provide the producer the right to audit the books or records, this is considered a material breach of contract.

  1. Force Majeure:

    In consideration of the rights granted to Licensee by Producer and all services rendered by Producer, Producer reserves the right by reasonable notice to Licensee, to suspend the operation of this Agreement and its obligations hereunder for the duration of any contingencies by reason of which Producer is hampered in its delivery or if its performance becomes impossible, impracticable, or there is a frustration of purpose. For example, unforeseen circumstances, labor disagreements, catastrophe, destruction of Producer equipment, and etc. Producer will not be deemed in default hereunder if performance of its obligations hereunder is delayed or becomes impossible or commercially impractical, or if Producer is hampered. Upon the happening of any such event, Producer, in addition to any other rights or remedies it may have hereunder or otherwise, may elect, by written notice to you, to terminate its obligations under this Agreement or to suspend Producer’s obligations under this Agreement for the period of time that the effects of any such force majeure event continue.

  1. Termination:

    In consideration of the rights granted to Licensee by Producer and all services rendered by Producer, Producer shall have the option, exercisable at any time by notice to you, (i) to suspend Producers obligations to you hereunder during the period of default and/or (ii) to terminate this Agreement without any further obligation to you hereunder. Producer reserves the right by reasonable notice to Licensee, to suspend the operation of this Agreement and its obligations hereunder for the duration of any contingencies by reason of which the Licensee fails to fulfill any of their obligations herein, without limiting Producer’s rights.

  1. Breach by Licensee:

    1. The Licensee shall have five (5) business days from its receipt of written notice by Producer and/or Producer’s authorized representative to cure any alleged breach of this Agreement by Licensee. Licensee’s failure to cure the alleged breach within five (5) business days shall result in Licensee’s default of its obligations, its breach of this Agreement, and at Producer’s sole discretion, the termination of Licensee’s rights hereunder.

    2. If Licensee engages in the commercial exploitation and/or sale of the Track, New Master(s) or New Composition(s) outside of the manner and amount expressly provided for in this Agreement, then, in addition to any other rights or remedies available to Producer at law or in equity, Licensee shall be liable to Producer for monetary damages in an amount equal to any and all monies paid, collected by, or received by Licensee, or any third party on its behalf, in connection with such unauthorized commercial exploitation of the Track, New Master(s) and/or New Composition(s).

    3. Licensee recognizes and agrees that a breach or threatened breach of this Agreement by Licensee gives rise to irreparable injury to Producer, which may not be adequately compensated by damages. Accordingly, in the event of a breach or threatened breach by the Licensee of the provisions of this Agreement, Producer may seek and shall be entitled to a temporary restraining order and a preliminary injunction restraining the Licensee from violating the provisions of this Agreement. Nothing herein shall prohibit Producer from pursuing any other available legal or equitable remedy from such breach or threatened breach, including but not limited to the recovery of damages from the Licensee. The Licensee shall be responsible for all costs, expenses or damages that Producer incurs as a result of any violation by the Licensee of any provision of this Agreement. Licensee’ obligation shall include court costs, litigation expenses, and reasonable attorneys’ fees.

  1. Warranties, Representations, and Indemnification:

    1. Licensee hereby agrees that Licensor has not made any guarantees or promises that the Track fits the particular creative use or musical purpose intended or desired by the Licensee. The Track, and all sound recording(s) and underlying musical composition(s) embodied therein are licensed to the Licensee “as is” without warranties of any kind or fitness for a particular purpose.

    2. Licensee hereby agrees that Licensee or anyone acting on Licensee’s behalf, will be responsible for obtaining and paying for any and all clearances or licenses required in the Authorized Territory (or any portion thereof) for the use of any musical works embodied in Licensee’s Content. Without limiting the generality of the foregoing, Licensee (either directly or through a third party acting on your behalf) shall be responsible for and shall pay (i) any royalties and other sums due to Artists (featured and non-featured), authors, co‑authors, copyright owners and co-owners, producers, engineers, and any other record royalty participants from sales or other uses of Licensee’s Content, (ii)all mechanical royalties or other sums payable to music publishers and/or authors or co-authors of musical compositions embodied Licensee’s Content from sales or other uses of Licensee’s Content, (iii)all payments that may be required under any collective bargaining agreements applicable to Licensee or any third party (e.g., to unions or guilds such as AFM or AFTRA), and (iv)any other royalties, fees and/or sums payable with respect to Licensee’s Content or other materials provided by Licensor to Licensee.

    3. You shall indemnify and Producer, BeatStars (as defined below) and each of their respective employees, licensees, designees, parent companies, agents, affiliates, successors and assigns (collectively, the “Indemnitees”) harmless from any and all third party claims, liabilities, costs, losses, damages or expenses as are actually incurred by the Indemnities and shall hold the Indemnitees free, safe, and harmless against and from any and all claims, suits, demands, costs, liabilities, loss, damages, judgments, recoveries, costs, and expenses; (including, without limitation, reasonable attorneys’ fees), which may be made or brought, paid, or incurred by reason of or in connection with any breach or claim of breach of the warranties and representations hereunder by you, your agents, heirs, successors, assigns and employees or any failure by you to perform any of your obligations hereunder.

    4. By using the Service, both Licensor and Licensee acknowledge and accept the BeatStars’ Terms of Service and Privacy Policy and consent to the collection and use of your data in accordance with our Privacy Policy. Licensor and Licensee both acknowledge that while this Agreement was facilitated by the platform located at www.beatstars.com, operated by BeatStars Inc. (“BeatStars”), BeatStars is not party to this Agreement and is not responsible for any claims arising with respect to same, including, without limitation, any claims relating to a breach of this Agreement, and any infringement claims by a third party relating to the Track, New Master(s) and/or the New Composition(s). Licensor and Licensee acknowledge and agree that BeatStars is not a law firm or attorney, does not perform services performed by an attorney, and that BeatStars’s forms or templates, or any agreements created and/or entered into via or in connection with the BeatStars website, including, without limitation, this Agreement, are not a substitute for the advice or services of an attorney. No attorney-client relationship or privilege is created by using or accessing the BeatStars website. Licensor and Licensee hereby covenant not to sue and will indemnify BeatStars, and all of BeatStars’s affiliates, successors, agents, heirs, employees, and assigns (the “BeatStars Parties”) from any claims brought against the BeatStars Parties in connection with this Agreement, or relating to the Track, New Master(s) or New Composition(s) in any manner. Licensor and Licensee will reimburse the BeatStars Parties on demand for any costs incurred in connection with the same.

  1. Miscellaneous:

    This Agreement constitutes the entire understanding of the parties and is intended as a final expression of their agreement and cannot be altered, modified, amended or waived, in whole or in part, except by written instrument (email being sufficient) signed by both parties hereto. This agreement supersedes all prior agreements between the parties, whether oral or written. Should any provision of this agreement be held to be void, invalid or inoperative, such decision shall not affect any other provision hereof, and the remainder of this agreement shall be effective as though such void, invalid or inoperative provision had not been contained herein. No failure by Licensor hereto to perform any of its obligations hereunder shall be deemed a material breach of this agreement until the Licensee gives Licensor written notice of its failure to perform, and such failure has not been corrected within thirty (30) days from and after the service of such notice, or, if such breach is not reasonably capable of being cured within such thirty (30) day period, Licensor does not commence to cure such breach within said time period, and proceed with reasonable diligence to complete the curing of such breach thereafter. This agreement shall be governed by and interpreted in accordance with the laws of the Delhi,India applicable to agreements entered into and wholly performed in said State, without regard to any conflict of laws principles. You hereby agree that the exclusive jurisdiction and venue for any action, suit or proceeding based upon any matter, claim or controversy arising hereunder or relating hereto shall be in the state or federal courts located in the Delhi,India. You shall not be entitled to any monies in connection with the Master(s) other than as specifically set forth herein. All notices pursuant to this agreement shall be in writing and shall be given by registered or certified mail, return receipt requested (prepaid) at the respective addresses hereinabove set forth or such other address or addresses as may be designated by either party. Such notices shall be deemed given when received. Any notice mailed will be deemed to have been received five (5) business days after it is mailed; any notice dispatched by expedited delivery service will be deemed to be received two (2) business days after it is dispatched.

    LICENSOR AND LICENSEE EACH ACKNOWLEDGES AND AGREES THAT IT HAS READ THIS AGREEMENT AND HAS BEEN ADVISED OF THE SIGNIFICANT IMPORTANCE OF RETAINING AN INDEPENDENT ATTORNEY OF THEIR OWN CHOICE TO REVIEW THIS AGREEMENT ON YOUR BEHALF. LICENSOR AND LICENSEE EACH ACKNOWLEDGES AND AGREES THAT IT HAS HAD THE UNRESTRICTED OPPORTUNITY TO BE REPRESENTED BY AN INDEPENDENT ATTORNEY. IN THE EVENT OF LICENSOR’S AND/OR LICENSEE’S FAILURE TO OBTAIN AN INDEPENDENT ATTORNEY OR WAIVER THEREOF, LICENSOR AND LICENSEE EACH HEREBY WARRANTS AND REPRESENTS THAT YOU WILL NOT ATTEMPT TO USE SUCH FAILURE AND/OR WAIVER as a basis to avoid any obligations under this agreement, to invalidate this agreement, to render this agreement or any part thereof unenforceable, or to otherwise bring any action against BeatStars or any of its parents, affiliates, designees, successors, licensees and/or assigns. This agreement may be executed in counterparts, each of which shall be deemed an original, and said counterparts shall constitute one and the same instrument. In addition, a signed copy of this agreement transmitted by facsimile or scanned into an image file and transmitted via email shall, for all purposes, be treated as if it was delivered containing an original manual signature of the party whose signature appears thereon and shall be binding upon such party as though an originally signed document had been delivered. Notwithstanding the foregoing, in the event that you do not sign this Agreement, your acknowledgment that you have reviewed the terms and conditions of this Agreement and your payment of the License Fee shall serve as your signature and acceptance of the terms and conditions of this Agreement.

License Preview

{CONTRACT DATE}

Dheeraj Bangari Beatz -w- {CUSTOMER_ALIAS} / Producer Agreement / “Beat Name”

The following sets forth the material terms and conditions with respect to  Dheeraj Bangari Beatz (“Producer”, “me”, “we”, or the like) producing certain recording(s) embodying the musical performance of {CUSTOMER_ALIAS} (“Artist”, “you”, “your”, or the like). In the event the number of master recordings hereunder is no more than one (1), then all references to “Masters” hereunder shall be read and deemed to refer to one (1) “Master”. For good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties hereby agree as follows:

  1. Product Commitment:
    Producer shall produce one (1) musical composition entitled “Beat Name” (the “Composition”) embodying Artist’s featured performance of a yet-to-be-titled master recording (the “Master”) for delivery to Artist for, among other exploitations, the manufacture and distribution of records. For the avoidance of doubt, the Composition provided by Producer to create the Master shall be solely retained and owned by Producer as a pre-existing composition, and the composition made by Artist hereunder is a derivative. The territory of this agreement shall be the Universe. Artist acknowledges the satisfactory delivery, receipt, and acceptance of the Master.

  2. Rights:
    The Master (expressly excluding the underlying musical composition), from the inception of creation, shall be considered a “work made for hire” for Artist (or Artist’s designees) within the meaning of the Copyright Act of 1976 (Title 17, U.S.C.). If it is determined that any Master does not so qualify, then that Master, together with all rights therein (including the sound recording copyright(s) but excluding the underlying musical composition) shall hereby be deemed transferred to Artist. Subject to the terms and conditions contained in this agreement, Artist shall have the sole and exclusive right in perpetuity and throughout the universe, including, without limitation: (i) to manufacture, advertise, sell, license or, otherwise dispose of the Master and derivatives derived therefrom in any manner or media whatsoever upon such terms, and under such trademarks, as Artist elects, or, in Artist’s sole discretion, to refrain therefrom; (ii) to perform the Master publicly and to permit the public performance thereof by any method now or hereafter known; and (iii) to include Producer’s audio performance in an audio-visual production (“Video”). Notwithstanding the foregoing, Artist (or its designees) shall have no right to make any edits/changes to Producer’s composition; no right to use Producer’s composition apart from the Master; and no right to use Producer’s composition in a way to imply any sort of endorsement.

  3. Fee:
    Artist shall pay to Producer a non-returnable, non-recoupable fee in the amount of {BEAT_PRICE_WORD} , ${BEAT_PRICE} USD (the “Fee”). The Fee shall be payable upon the full execution of this agreement.

  4. Controlled Compositions:
    If any selection or musical composition, or any portion thereof, recorded in the Masters hereunder is written or composed by Producer, in whole or in part, alone or in collaboration with others, or is owned or controlled, in whole or in part, directly or indirectly, by Producer or any person, firm, or corporation in which Producer has a direct or indirect interest, then such selection and/or musical composition shall be hereinafter referred to as a “Controlled Composition”. Producer hereby agrees to issue or cause to be issued, as applicable, to Artist, or Artist’s designees, mechanical licenses (including, without limitation, any “first use” mechanical licenses) and other licenses in respect of each Controlled Composition subject to the same terms and conditions as are applicable to selections and musical compositions written, composed, owned, or controlled, in whole or in part, directly or indirectly, by Artist, which are embodied on the Master or any recording recorded under this agreement. For that license, on the United States and Canada sales, Artist will pay mechanical royalties at one hundred percent (100%) of the minimum statutory rate, subject to no cap of that rate for albums and/or EPs. For license outside the United States and Canada, the mechanical royalty rate will be the rate prevailing on an industry-wide basis in the country concerned on the date that this agreement has been entered into. Producer hereby grants Artist a license to reproduce Controlled Compositions that are embodied on the Master produced hereunder in synchronization with and in time relation to visual images featuring Artist’s performances in so-called promotional “video programs”, on a royalty-free basis and in so-called commercial “video programs”, in being understood that Producer shall be entitled to Producer’s pro-rata share of any royalties attributable to such commercial “video programs”. Upon Artist’s request Producer shall execute or cause Producer’s publishing designee to execute and deliver to Artist, as applicable, all documents required by Artist, as applicable, to effectuate the purpose of this paragraph.

  5. Publishing Rights:
    With respect to the publishing rights and ownership of the underlying composition embodied in the Master, the Artist, and the Producer hereby acknowledge and agree that the underlying composition shall be owned/split between them as follows:

    {PUBLISHING_RIGHTS}

  6. Credit and Likeness:
    Artist shall have the right to use and permit others to use Producer’s approved name, approved likeness, and other approved identification and approved biographical material concerning the Producer for purposes of trade and otherwise without restriction solely in connection with the Masters recorded hereunder. Artist shall accord (or shall cause to accord) Producer a credit on (i) labels and liner notes of the Master, where applicable, (ii) in all configurations (including in applicable meta-data) derived from the Master, (iii) in all trade and consumer advertisements, including Billboard Magazine strip ads, which pertain exclusively to the Masters hereunder, that are one-quarter (1/4) page or larger in size, placed directly by Artist, and appear in so-called “nationwide” trade publications in the United States. Artist shall ensure that Producer is properly credited and Artist shall check all proofs for the accuracy of credits, and shall cure any mistakes regarding Producer’s credit. Such credit shall be in the substantial form: “Produced by Dheeraj Bangari Beatz“.

  7. Warranties, Representations, and Indemnification:

    1. {SAMPLES_DEFINITION}

    2. Artist hereby agrees that Producer has not made any guarantees or promises that the Master fits the particular creative use or musical purpose intended or desired by the Artist. The Master, its sound recording, and the Composition embodied therein are delivered to the Artist “as is” without warranties of any kind of fitness for a particular purpose. Artist further acknowledges and agrees that the Composition produced by Producer may previously have been licensed to third parties on a non-exclusive basis. Any licenses granted by Producer, which precede this agreement, shall remain in effect and shall not be affected by this agreement. Artist waives any claims against Producer for any pre-existing licenses for the Composition. Artist further agrees that Artist will not submit any claims against the third-party licensees for their non-exclusive use of the Composition.

    3. Parties hereto shall indemnify and hold each other harmless from any and all third party claims, liabilities, costs, losses, damages or expenses as are actually incurred by the non-defaulting party and shall hold the non-defaulting party, free, safe, and harmless against and from any and all claims, suits, demands, costs, liabilities, loss, damages, judgments, recoveries, costs, and expenses; (including, without limitation, reasonable outside attorneys’ fees), which may be made or brought, paid, or incurred by reason of any breach or claim of breach of the warranties and representations hereunder by the defaulting party, their agents, heirs, successors, assigns and employees, which have been reduced to final judgment; provided that prior to final judgment, arising out of any breach of any representations or warranties of the defaulting party contained in this agreement or any failure by defaulting party to perform any obligations on its part to be performed hereunder the non-defaulting party has given the defaulting party prompt written notice of all claims and the right to participate in the defense with counsel of its choice at its sole expense. In no event shall Artist be entitled to seek injunctive or any other equitable relief for any breach or non-compliance with any provision of this agreement.

  8. Miscellaneous:
    This agreement has been entered into in the Delhi, India and the validity, interpretation, and legal effect of this agreement shall be governed by the laws of the Delhi, India applicable to contracts entered into and performed entirely within such State. The courts of Delhi, India (state and federal) only will have jurisdiction of any controversies regarding this agreement and the parties hereto consent to the jurisdiction of said courts. All notices, statements, and payments to be sent to any party hereunder shall be addressed to such party at the applicable address set forth on the first page hereof or at such other address as is designated in writing by the applicable party from time to time. All notices shall be in writing and shall either be served by personal delivery (with a written receipt of such delivery) or certified or registered mail, return receipt requested, all charges prepaid, except statements may be sent by regular U.S. mail. Except as otherwise provided herein, notices delivered in accordance with the foregoing shall be deemed given when personally delivered, or five (5) days after mailing, except that notices of change of address shall be effective only after actual receipt. Where approvals are required hereunder, such approval or consent shall not be unreasonably withheld and the parties acknowledge and agree that email confirmations/responses shall suffice. Producer shall not be entitled to any monies in connection with the Master(s) other than as specifically set forth herein. Producer shall have the right to assign this agreement to any parent, subsidiary, or affiliate, or any individual or entity owning or acquiring a substantial portion of Producer’s stock or assets provided that Producer remains secondary liable. Artist may not assign any of Artist’s rights or obligations hereunder without Producer’s prior written consent and any such purported assignment shall be null and void ab initio. Both parties agree and acknowledge that this agreement (a) will be binding upon and inure to the benefit of the parties hereto and their respective successors, permitted assigns, heirs, estates, administrators, and executors; (b) embodies the sole and entire agreement of the parties in respect of, and supersedes all prior oral or written understandings between them concerning the subject matter hereof; and (c) may not be amended except by a written instrument signed by all parties hereto. A waiver by either party hereto of any provision of this agreement in any instance shall not be deemed to be a waiver for the future. All remedies, rights, undertakings, and obligations contained in this agreement shall be cumulative and none of them shall be in limitation of any other remedy, right, undertaking, or obligation of either party. Any breach by either party shall not be deemed material unless, within thirty (30) days (or fifteen (15) days for failure to pay monies owed) after the non-breaching party learns of such breach, the non-breaching party serves written notice thereof on the breaching party specifying the nature of the breach and the breaching party fails to cure such breach, if any, within thirty (30) days (15 days regarding payments) after receipt of such notice, or within a reasonable time thereafter if such breach is not curable within thirty (30) days. In entering into this agreement and providing services pursuant hereto, Artist has and shall have the status of an independent contractor and nothing herein contained shall contemplate or constitute Artist as Producer’s agent or employee. ARTIST UNDERSTANDS THAT ARTIST HAS THE RIGHT TO SEEK THE ADVICE OF INDEPENDENT COUNSEL CONCERNING ITS RIGHTS, THE PROVISIONS HEREOF, AND THE ADVISABILITY OF EXECUTING THIS LEGALLY BINDING AGREEMENT. FURTHER, ARTIST ACKNOWLEDGES THAT PRODUCER HAS GIVEN ARTIST THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT COUNSEL AND ARTIST ACKNOWLEDGES THAT ARTIST IS EXECUTING THIS AGREEMENT VOLUNTARILY AFTER CONSULTATION WITH INDEPENDENT COUNSEL OR INTENTIONALLY DECIDING NOT TO SEEK ADVICE OF INDEPENDENT COUNSEL.

    This agreement may be executed via facsimile and in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one instrument. In addition, a signed copy of this agreement transmitted by facsimile, by digital signature, or scanned into an image file and transmitted via email shall, for all purposes, be treated as if it was delivered containing an original manual signature of the party whose signature appears thereon and shall be binding upon such party as though an originally signed document had been delivered.

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