PREMIUM + STEMS (No copiar esto)

This Non-Exclusive {LICENSE_NAME} License Agreement (the “Agreement”), having been made on and
effective as of {CONTRACT_DATE} (the “Effective Date”) by and
between {TRACK_OWNER_FULLNAME} p/k/a {PRODUCER_ALIAS} (the “Producer” or “Licensor”);
and {CUSTOMER_FULLNAME} residing at {CUSTOMER_ADDRESS} (“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 {TRACK_TITLE} (the “Beat”) in consideration for Licensee’s payment of ${TRACK_PRICE} (the
“License Fee”), on a so-called “{LICENSE_NAME}” 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: Producer’s receipt of a ${TRACK_PRICE} licensee fee (the “Premium +

Tracked Out License Fee”) from you is a precondition to this Premium + Tracked Out
License Agreement.
2. Delivery of the Beat: Following receipt of the Premium + Tracked Out License Fee
and execution of this Premium + Tracked Out License Agreement, Producer will email
a link to the Beat in 24-bit/44.1k WAV and 320kbps MP3 file format, along with
“tracked out” stem files for the Beat (as such terms are understood in the music
industry), to the email address you provided to Producer or the customer can
download the files directly from the beatstars platform.
3. Term: The Term of this Premium + Tracked Out License Agreement shall be in
perpetuity (unless terminated earlier pursuant to the terms of this Agreement).
4. Use of the Beat:
a. Non-Exclusive. The Beat is being licensed to you on a non-exclusive basis,
which means for example without limitation that Producer may continue to
exploit the Beat and/or license it to other third parties.
b. Making One New Song. You will have a limited, non-exclusive,
nontransferable license to create one (1) new, substantially different (i.e., with
substantial unique addition) derivative musical composition (the “New
Composition”) and one (1) new derivative master recording (the “New
Recording”) incorporating the Beat. For example, you may choose to record
your own topline vocals over the Beat, and/or incorporate all or
portions/samples of the Beat into the instrumental music of a New Composition
and New Recording. You will have the right to modify the arrangement, tempo,
duration, and/or pitch of the Beat in preparation of the New Composition and
New Recording. You will not have the right to sublicense the New Composition
and/or New Recording to third parties (e.g., you may not permit anyone to
“sample” your New Recording in a subsequent master recording).

c. For Sale and Streaming. You may exploit and/or permit exploitation of the
New Composition and New Recording in non-paid and/or paid uses—e.g.,
where people don’t have to pay to listen to and/or download it, and where they
do. For example, you may release the New Recording for free download,
include it on a free mixtape or free compilation of music, or release it on non-
monetized digital streaming service (such as SoundCloud); and you may also
sell physical copies of it (e.g., on CD), or release it for sale on a digital service
platform (such as iTunes or Amazon Music), or release it on a monetized
digital streaming service (such as Spotify or Apple Music).
d. Public Performances. You may perform the New Recording (and/or
underlying New Composition) publicly (for example, in a live concert
performance, at a festival, or in a nightclub), and even if people are paying to
see you perform. Any recording of a live performance of the New Composition
shall be subject to the same terms of this Premium + Tracked Out License
Agreement (i.e., and would qualify as a New Recording hereunder).
e. No Radio. You may not pitch, submit or permit the pitching or submission of
the New Composition and New Recording for performance on terrestrial,
 satellite, or internet radio (e.g., over-the-air radio, Sirius XM, Pandora, etc.)—
any such use would require your purchase of an Unlimited License in
connection with the Beat.
f. One Video. You may synchronize (use) the New Composition and New
Recording in one (1) audiovisual work (“Video”). The duration of the Video
can’t exceed the longer of: (i) five (5) minutes; and (ii) the duration of the New
Composition as embodied on the New Recording. The Video can’t be used to
promote any third-party product or service—it can only be used to promote the
New Composition and New Recording. You may exploit the Video only on
free-access internet video platforms (e.g., YouTube, Vimeo, Instagram,
Facebook, and/or Vevo), and you may not monetize the Video (on those
platforms or otherwise). The description of the Video on such video platforms
must include credit to {PRODUCDER_ALIAS} as producer. You may not
license or permit the Video to be broadcast on television networks, or to be
otherwise licensed to third parties. For the avoidance of doubt, the New
Composition and/or New Recording (and/or Beat) may not be synchronized
with or incorporated in any other audiovisual work—for example without
limitation, in any commercial, television show, film, or video game.
g. No ContentID Registration. You may not register or permit the registration of
the New Composition and/or New Recording with any content identification
system or service (for example without limitation, with YouTube’s ContentID,
whether directly or through a third party such as CDBaby or TuneCore). This
is a non-exclusive license agreement, and the Beat may have been or may yet
be licensed to third parties for their own use; if any licensed users of the Beat
tried to register their derivative songs, the content identification system might
improperly flag all other users of the Beat as infringing uses. Licensee
reserves the sole right to register or permit the registration of the Beat or any
work derivative of the Beat with content identification systems and services.
h. 15,000 Copy/200,000 Stream Cap. Your rights to exploit a New Composition
and New Recording are subject to a maximum aggregate number of two
hundred thousand (200,000) streams and ten thousand (15,000) copies
(physical, or digital downloads), across all services and platforms (for
illustrative example, if the Video had 100,000 plays on YouTube and the New
Recording had 100,001 streams on SoundCloud, that would be a breach of this
paragraph). If you are approaching the foregoing cap on your rights to use the
Beat, New Composition, and New Recording, you must either remove the New
Composition and New Recording from all platforms, or you must purchase a
new higher-level license of the Beat from Producer (e.g., an Unlimited
License), before exceeding the foregoing cap.
i. No Direct Use of the Beat. For the avoidance of doubt, you are not getting
any right to exploit the Beat directly, only to create and exploit a New
Composition and New Recording that incorporates the Beat along with
sufficient new and unique material to distinguish the New Composition and
New Recording from and not directly compete with the Beat.
5. PRO Registration: Producer has written and composed the Beat, which is commonly
treated as one-half of the total songwriting on a musical composition (and you agree
that Producer retains a 50% ownership of the copyright in the New Composition). You
agree that any registration of the New Composition with relevant performance rights
organizations (e.g., ASCAP, BMI, etc.) will reference Producer having 50% of the total
writer’s share under beats by {PRODUCER_ALIAS} and 50% of the total publisher’s
share under StonedApeTheory Music. (email: contact [email protected])
6. SoundExchange Registration: You agree that if/when you register the New
Recording with SoundExchange and comparable foreign collectors of master
recording public performance royalties, you will direct the same (e.g., by a letter of
direction) to pay to Producer twenty-five percent (25%) of any and all public
performance royalties collected in connection with the New Recording. (email: contact
[email protected])
7. Royalties: In addition to the Premium + Tracked Out License Fee, you agree to pay
the following royalties to Producer, either by directing the distributor of your records to
do so (i.e., your record label, or the digital distribution company you use, e.g.,
DistroKid), or by doing so yourself (e.g., to PayPal ID: , or via Producer banking
information that may be provided upon emailed request):

a. Mechanical Royalties. When a copy of a master recording like the New Recording is sold
(either on a CD, or when someone buys it on a service like iTunes) or streamed (e.g., on a service
like Apple Music or Spotify), copyright law requires that the songwriters get paid a royalty called a
mechanical license. You agree to make sure that Producer is paid mechanical royalties for
Producer’s 50% songwriting share of the New Composition, at the minimum statutory rate.
b. Producer Royalties. For Producer’s production of the Beat you intend to use in the New
Recording, you agree to pay Producer 50% of everything you make from the New Recording.

8. Credit: You will have the right to use and permit others to use Producer’s approved
name “{PRODUCER_ALIAS}” for purposes of the New Recording and
“{PRODUCER_ALIAS}” for purposes of the New Composition, but solely in connection
with uses of the New Composition and New Recording permitted hereunder. You will
use best efforts to have Producer credited as a “producer” of the New Recording (e.g.,
“Produced by {PRODUCER_ALIAS}”) and co-writer of the New Composition (e.g.,
“Co-written by {PRODUCER_ALIAS} [and other co-writers]” in any and all metadata,
liner notes, and/or other customary place for such credits in connection with all
exploitations of the New Recording and/or New Composition (as applicable), and in a
manner no less favorable to Producer than credit accorded to any other producer or
songwriter of the master recordings and musical compositions (respectively) bundled
with the New Recording and/or New Composition. In the event of any failure to have
Producer properly credited, you will use reasonable efforts to cure such failure
immediately on a prospective basis.
9. Ownership: The Producer is and shall remain the sole owner and holder of all right,
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. You may not register or attempt to register (or permit the registration
or attempted registration) of the Beat with the U.S. Copyright Office. You may own a
copyright to the extent of your contributions embodied in the New Song and New
Recording (e.g., your topline lyrics, melody, and/or other new instrumental elements),
but any registration or claim of copyright as to the New Song and/or New Recording
must be as a derivative work disclaiming any ownership to the copyright(s) in the
Beat. For the avoidance of doubt, there is no intention of the parties for the New
Composition and/or New Recording to constitute a joint work for purposes of copyright
law, and Producer does not herein grant to you any rights in or to any other derivative
works that may have been or may yet be created by third parties based on the Beat.
Producer reserves to itself any and all rights in and to the Beat not expressly granted
to you herein. You 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 you hereby grant 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 you fail to execute same within five
(5) days after so requested by Producer.
10. Breach by You:
a. If you fail to cure any breach of this Premium + Tracked Out License
Agreement within five (5) business days of Producer providing you with written
notice of a breach, Producer will have the right to immediately terminate this
Premium + Tracked Out License Agreement, and if Producer notifies you of
such termination, you will have no further right to use the Beat in the New
Composition, New Recording, and/or Video (and you must immediately cause
them to be no longer available to the public).
 b. If you use the Beat, New Composition, New Recording, and/or any Video in a
manner not expressly permitted in this Premium + Tracked Out License
Agreement, you agree to pay Producer any and all amounts previously or
thereafter collected, received, or credited to you or any third party in
connection with such exploitation of the Beat, New Composition, New
Recording, and/or Video (as applicable).
c. You recognize and agree that a breach or threatened breach by you of this
Premium + Tracked Out License Agreement could cause irreparable injury to
Producer, which may not be adequately compensated by monetary damages.
Accordingly, in the event of a breach or threatened breach by you, Producer
shall be entitled to a temporary restraining order and preliminary injunction
restraining you from violating the provisions of this Premium + Tracked Out
License Agreement.
d. Nothing herein shall prohibit Producer from pursuing any other available legal
or equitable remedy in connection with breach or threatened breach of this
Premium + Tracked Out License Agreement, including but not limited to the
recovery of monetary damages from you.
11. Warranties, Representations, and Indemnification:
a. Producer represents and warrants that Producer has the full right and ability to
enter into this Premium + Tracked Out License Agreement and grant those
rights granted herein. Producer warrants that the exploitations of the Beat
permitted hereunder will not infringe upon or violate any common law or
statutory right of any person, firm, or corporation; including, without limitation,
contractual rights, copyrights, and right(s) of privacy and publicity and will not
constitute libel and/or slander.
b. You represent and warrant that exploitation of the New Composition and/or
New Recording hereunder will not infringe upon or violate any common law or
statutory right of any person, firm, or corporation; including, without limitation,
contractual rights, copyrights, and right(s) of privacy and publicity and will not
constitute libel and/or slander. Just to be clear, Producer takes no
responsibility whatsoever as to any elements added to the New Composition
and/or New Recording by Licensee or any third party, and Licensee
indemnifies and holds Producer harmless for any and all such elements.
c. Parties hereto shall indemnify and hold each other harmless from any and all
third party claims, liabilities, costs, losses, damages, judgments, costs, and
expenses as are actually incurred by the non-defaulting party (including,
without limitation, reasonable attorneys’ fees) arising in connection with any
breach or claim of breach of this Premium + Tracked Out License Agreement
by the defaulting party, their agents, heirs, successors, assigns and
employees, which have been reduced to final judgment or settled with the
defaulting party’s consent. The non-defaulting party shall give the defaulting
party prompt written notice of all claims giving rise to indemnification
obligations hereunder, and the defaulting party shall have the right to
participate in the defense of such claims with counsel of its choice at its sole
expense.
12. Miscellaneous: 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 Premium +
Tracked Out License Agreement. This Premium + Tracked Out License Agreement
constitutes the entire understanding of the parties and cannot be changed or waived,
in whole or in part, except in writing signed by both parties hereto. This Premium +
Tracked Out License Agreement supersedes all prior agreements between the parties,
whether oral or written. Should any provision of this Premium + Tracked Out License
Agreement be held to be void, invalid or inoperative, such decision shall not affect any
other provision hereof, and the remainder of this Premium + Tracked Out License
Agreement shall be effective as though such void, invalid or inoperative provision had
not been contained herein. No failure by Producer hereto to perform any of its
obligations hereunder shall be deemed a material breach of this agreement until you
give Producer written notice of its failure to perform, and such failure has not been
corrected within thirty (30) days of notice (or, if such breach is not reasonably capable
of being cured that quickly, Producer does not commence to cure such breach within
said time period, and proceed with reasonable diligence thereafter). This agreement
shall be governed by and interpreted in accordance with the laws of the State of
Nevada 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 of Nevada, Clark County. You don’t have the right to make
any money off the Beat, the New Composition, or the New Recording except as
specifically allowed in this Premium + Tracked Out License Agreement. You shall be
deemed to have signed, affirmed and ratified your acceptance of the terms of this
Premium + Tracked Out License Agreement by virtue of your payment of the Premium
+ Tracked Out License Fee to Producer and your electronic acceptance of the terms
and conditions (e.g., at the time of your payment of the Premium + Tracked Out
License Fee.