Draft v1 — Effective upon Use
This Non-Exclusive License Agreement ("Agreement") is entered into between the producer/licensor ("Producer") and the individual or entity using the Beat ("Licensee") through the BeatVault platform ("BeatVault").
By completing a Beat Use through BeatVault and accepting these terms, the Licensee acknowledges and agrees to the following terms.
Subject to the terms of this Agreement and the Licensee maintaining an eligible BeatVault subscription, the Producer grants the Licensee a limited, non-exclusive, non-transferable license to use the used instrumental beat ("Beat") solely as part of an original musical recording created by the Licensee ("Song").
The license permits the Licensee to record vocals or other original performances over the Beat and to commercially release and monetize the resulting Song, subject to the limitations of the Licensee's BeatVault subscription plan.
The License does not transfer ownership of the Beat to the Licensee.
The License is non-exclusive.
The same Beat may be licensed to multiple BeatVault users. A Use does not reserve the Beat exclusively for the Licensee and does not prevent the Producer from licensing the same Beat to other users, subject to any previously granted licenses.
The Licensee acknowledges that other artists may legally release songs using the same Beat.
While the License is active, the Licensee may:
create a Song using the Beat; record vocals or other original performances over the Beat; commercially release the resulting Song; distribute the Song through digital streaming and download platforms; perform the Song publicly; monetize the Song where permitted by the Licensee's subscription plan; use the Song in social media, video content, promotional material and other normal music-related promotional activities.
The Beat may only be used as an integrated component of a completed musical work.
The Licensee may not:
resell the Beat; sublicense the Beat; transfer the Beat or this License to another person; distribute the Beat as a standalone instrumental; upload or distribute the Beat by itself to file-sharing, sample or beat marketplaces; claim ownership of the underlying Beat; register the Beat itself as an independently owned musical work; make the Beat available to third parties as a standalone file; use the Beat to create or distribute derivative beat products intended for resale or licensing.
The Licensee may distribute and monetize a completed Song containing the Beat, provided that such use complies with this Agreement.
The Licensee must provide reasonable producer credit where required by the BeatVault license terms.
The required credit may be specified by BeatVault or the Producer and may include the Producer's artist/producer name.
Failure to provide credit does not transfer ownership of the Beat to the Licensee.
The License becomes effective when the Beat is successfully used and remains subject to the Licensee maintaining an eligible BeatVault subscription.
A Use consumes one of the Licensee's available monthly Beat Uses.
If the Licensee's BeatVault subscription is cancelled, expires or otherwise becomes inactive:
Songs that were validly released while the License was active may remain publicly available and may continue to be exploited and monetized, subject to this Agreement and any applicable third-party rights.
The Licensee may not create and commercially release new Songs using the Beat after the License has ended. The Licensee may not make new Uses while the subscription is inactive.
A Use grants a license to use the Beat under this Agreement.
A Use does not: transfer copyright ownership in the Beat; transfer ownership of the Producer's original composition; grant exclusive rights; grant ownership of any third-party material; grant rights beyond those expressly stated in this Agreement.
A Beat may contain samples, interpolations, loops, recordings, compositions or other material originating from third parties ("Third-Party Material").
A BeatVault Use does not constitute clearance of Third-Party Material.
Where the Beat contains Third-Party Material that requires permission, clearance, licensing, attribution, royalty payment or other approval, the Licensee is responsible for obtaining and maintaining all permissions and clearances required for the Licensee's intended use and exploitation of the resulting Song.
This includes, where applicable: master recording clearance; composition/publishing clearance; sample clearance; interpolation clearance; licenses or permissions from rights holders; royalties or other payments; attribution requirements; and other obligations imposed by the relevant rights holders.
The Licensee is responsible for ensuring that the resulting Song can legally be released and commercially exploited.
BeatVault does not guarantee that Third-Party Material contained in a Beat has been cleared for the Licensee's intended use.
No BeatVault license or Buyout transfers rights in Third-Party Material that the Producer does not own or control.
The Producer must not knowingly represent that the Producer owns or controls rights in material that the Producer does not own or control.
Where reasonably known to the Producer, the Producer should disclose samples, interpolations and other material requiring third-party rights when submitting a Beat to BeatVault.
However, the absence of a disclosure does not constitute a warranty that a Beat contains no Third-Party Material.
The Licensee remains responsible for obtaining any clearance required for the Licensee's intended release and exploitation of the resulting Song.
A Beat may subsequently be sold through BeatVault as an Exclusive Buyout.
A subsequent Exclusive Buyout does not retroactively terminate or invalidate a valid non-exclusive license previously granted to a Licensee.
Any Licensee who validly used the Beat before the Exclusive Buyout may continue to use the Beat in accordance with the terms of their existing license.
The subsequent Exclusive Buyer acquires or receives the rights specified in the applicable Buyout Agreement subject to any valid licenses previously granted.
After an Exclusive Buyout has been completed, the Beat may no longer be available for new non-exclusive Uses.
Because this is a non-exclusive license, the Licensee acknowledges that: other users may have licensed the same Beat; other Songs may exist using the same Beat; the Producer may have previously granted other non-exclusive licenses; and a future Exclusive Buyout may be subject to previously granted licenses.
Except for rights expressly granted under this Agreement, all rights in and to the Beat remain with the Producer or the applicable rights holders.
The Licensee retains ownership of the Licensee's original contributions to the Song, subject to any rights belonging to third parties.
Nothing in this Agreement transfers ownership of third-party material.
The License is personal to the Licensee and may not be sold, assigned, transferred or sublicensed.
The Licensee may, however, work with collaborators, vocalists, engineers, labels, distributors and other service providers as reasonably necessary to create, release and exploit the completed Song, provided that such parties do not receive independent rights to the underlying Beat.
A material breach of this Agreement may result in termination of the License and/or other remedies available under applicable law.
Unauthorized standalone distribution, resale, sublicensing or exploitation of the Beat may constitute a material breach.
Termination of the License does not automatically require removal of a Song that was validly released while the License was active, except where required by applicable law or otherwise expressly provided by the applicable agreement.
The rights granted under this Agreement are limited to the rights expressly stated herein.
No rights are granted by implication, estoppel or otherwise.
By completing a Use through BeatVault and selecting the required acceptance checkbox, the Licensee confirms that the Licensee: has read the applicable license terms; understands that the Beat is licensed on a non-exclusive basis; understands that the Use does not transfer ownership of the Beat; understands the restrictions on standalone distribution, resale and sublicensing; and understands the responsibilities relating to samples and Third-Party Material.
BeatVault may retain a record of the applicable license version, acceptance timestamp and other transaction information associated with the Use.
This Agreement shall be governed by and interpreted in accordance with the laws specified in the applicable BeatVault Terms of Service or other governing agreement. See the Terms of Service here.
Any mandatory consumer protection rights applicable to the Licensee remain unaffected.
This Agreement is intended as a commercial and operational draft for BeatVault and should be reviewed by qualified legal counsel before being used as a final binding agreement.
BeatVault Non-Exclusive License Agreement — Draft v1