Legal Agreement
BEATONCE EXCLUSIVE BEAT LICENSE AGREEMENT
Exclusive Commercial Licence for a Beat / Musical Composition
This Exclusive Beat License Agreement (“Agreement”) is entered into between BeatOnce (“Licensor”) and the purchaser identified below (“Licensee”). The Licensor and Licensee are individually a “Party” and collectively the “Parties.”
1. DEFINITIONS
“Beat” means the instrumental musical composition and associated audio materials made available for purchase by BeatOnce, excluding lyrics or vocal performance added by the Licensee.
“Musical Work” means the underlying musical composition embodied in the Beat, including melody, harmony, rhythm, arrangement and other copyrightable musical elements.
“Master Recording” means the particular sound recording/file supplied by BeatOnce to the Licensee.
“New Work” means a new song or other musical work created by incorporating the Beat, including original lyrics, vocals, performances, additional instrumentation, sound design, edits, mixing and mastering.
“Exclusive Licence” means the exclusive commercial licence granted under this Agreement, subject to the rights expressly retained by the Licensor.
2. GRANT OF EXCLUSIVE LICENCE
Subject to payment of the applicable purchase price and continued compliance with this Agreement, BeatOnce grants the Licensee an exclusive, non-transferable commercial licence to incorporate and commercially exploit the Beat as part of a New Work.
The licence is a licence and does not constitute an assignment or transfer of copyright or ownership of the underlying Musical Work or original Master Recording.
3. EXCLUSIVITY AND RETIREMENT
Upon a valid purchase under an Exclusive Licence, BeatOnce will cease its ordinary commercial sale or licensing of the same Beat to other customers and will designate the Beat as “Retired” or otherwise remove it from ordinary commercial availability.
BeatOnce may retain an archival copy of the Beat for record-keeping, ownership verification, copyright protection, dispute resolution, evidentiary and legal purposes. Such archival retention does not, by itself, constitute a further commercial sale or licence.
If this Agreement is validly terminated because of a material breach by the Licensee, the rights granted may cease and BeatOnce may, subject to applicable law, make the Beat available for licensing again.
4. OWNERSHIP AND RESERVED RIGHTS
Except for rights expressly granted under this Agreement, BeatOnce retains all right, title and interest in and to the Beat, Musical Work, original Master Recording and associated intellectual property to the extent owned or controlled by BeatOnce.
The Licensee does not acquire sole ownership of the underlying copyright merely by purchasing the Beat. No copyright assignment is created unless a separate written assignment expressly states otherwise and is signed by the relevant rights holder.
5. PERMITTED USE
The Licensee may use the Beat to create and commercially exploit a New Work through streaming services, digital music platforms, social media, video platforms, live performances, distribution services and other lawful channels.
The Licensee may add original lyrics, vocals, performances, additional musical elements, sound design, edits, mixing and mastering.
Changes reasonably necessary for creation, production, mixing, mastering, performance or distribution of the New Work are permitted, provided the Licensee does not use the Beat to create or distribute a substantially standalone competing instrumental product.
6. PROHIBITED USES
The Licensee shall not, without prior written permission from BeatOnce: (a) resell, sublicense, lease, distribute or transfer the Beat as a standalone instrumental; (b) upload or distribute the Beat by itself or substantially unchanged as the Licensee’s own standalone beat; (c) offer the Beat for licensing, sale or download on another beat marketplace; (d) claim sole authorship or ownership of rights retained by BeatOnce; (e) knowingly register or assert rights conflicting with BeatOnce’s retained rights; or (f) create a competing standalone beat product intended to substitute for or redistribute the original Beat.
7. NON-TRANSFERABILITY
The licence granted is personal to the purchaser and is non-transferable and non-assignable, except where BeatOnce expressly agrees otherwise in writing or where a transfer is required by applicable law.
8. ROYALTY PARTICIPATION
Where legally applicable and enforceable, BeatOnce shall be entitled to twenty-five percent of the Net Receipts generated from commercial exploitation of a New Work incorporating the Beat.
“Net Receipts” means amounts actually received after applicable taxes, refunds, chargebacks, payment-processing fees, distributor or platform commissions, collection fees and other directly attributable third-party deductions.
The royalty obligation may apply to revenue received through digital service providers, streaming platforms, distributors, licensing transactions, synchronization or other commercial exploitation, to the extent legally applicable.
9. COPYRIGHT SOCIETY ROYALTIES
Royalties collected by an Indian Government-authorized copyright society or other legally eligible collective management organization shall be administered and distributed in accordance with applicable Indian law, applicable society rules and the rights legally held by the respective parties.
Nothing in this Agreement requires a Party to receive or surrender a category of statutory royalty that cannot lawfully be assigned, waived or transferred.
10. REGISTRATION, CONTENT ID AND RIGHTS MANAGEMENT
The Licensee may register or administer the New Work with distributors, digital platforms, rights-management services or other relevant systems, provided such registration does not falsely represent ownership of rights retained by BeatOnce.
The Parties shall reasonably cooperate in resolving good-faith rights-management, Content ID, takedown or ownership issues relating to the underlying Beat.
11. ATTRIBUTION
Where commercially and technically practicable, the Licensee may credit BeatOnce and/or the applicable producer or creator identified by BeatOnce. Failure to provide attribution shall not by itself transfer ownership of copyright.
12. THIRD-PARTY MATERIALS
The Licensee acknowledges that certain Beat elements may incorporate third-party sounds, samples, instruments, plugins or other materials. BeatOnce shall not knowingly grant rights that it does not possess. Third-party material subject to separate restrictions remains subject to those restrictions.
Where applicable, BeatOnce may maintain internal records concerning sample or third-party material usage for rights-management purposes.
13. REPRESENTATIONS AND WARRANTIES
BeatOnce represents, to the extent of its actual ownership or control, that it has authority to grant the rights expressly granted under this Agreement.
The Licensee represents that the Beat will be used only in accordance with this Agreement and applicable law and that the Licensee will not knowingly infringe BeatOnce’s or any third party’s rights.
14. COPYRIGHT ENFORCEMENT
BeatOnce reserves the right to defend, enforce and protect its retained copyright and other intellectual property rights in the Beat and Musical Work.
The Licensee shall reasonably cooperate with BeatOnce in responding to disputes, takedowns, infringement claims or ownership challenges relating to the underlying Beat.
15. MATERIAL BREACH AND TERMINATION
A material breach includes unauthorized resale or licensing, unauthorized transfer, fraudulent ownership claims, deliberate infringement of BeatOnce’s retained rights, or failure to comply with material royalty obligations.
Where legally permitted, BeatOnce may terminate the licence following a material breach if the breach is not cured within a reasonable period after written notice, or immediately where the breach is incapable of cure or involves unauthorized commercial exploitation.
Upon termination, the Licensee shall cease using the Beat in new commercial exploitation and shall cease distributing it as a standalone asset, subject to rights that cannot lawfully be terminated.
16. RECORDS AND EVIDENCE
BeatOnce may retain purchase records, order information, copies of the Beat, licence metadata and related documentation for administration, accounting, ownership verification, copyright protection, dispute resolution and legal compliance.
17. LIMITATION OF GRANT
No right is granted by implication. Any right not expressly granted to the Licensee remains with the relevant rights holder.
18. COMPLIANCE WITH LAW
The Parties shall comply with applicable copyright, intellectual property, tax, consumer-protection, platform and other applicable laws and regulations.
19. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the laws of India, subject to mandatory provisions of applicable law.
The courts having jurisdiction over the place specified in the Licensor’s registered address, or such other jurisdiction as the Parties expressly agree in writing, shall have jurisdiction over disputes, subject to applicable law.
20. SEVERABILITY
If any provision is held invalid, unlawful or unenforceable, it shall be limited or severed to the minimum extent necessary and the remaining provisions shall continue to the extent permitted by law.
21. NO WAIVER
A failure or delay by either Party to enforce any provision shall not constitute a waiver of that provision or the right to enforce it later.
22. ENTIRE AGREEMENT AND AMENDMENTS
This Agreement, together with the applicable product listing, order confirmation and any written terms expressly incorporated into the purchase, constitutes the agreement between the Parties concerning the Beat licence and supersedes prior discussions concerning the same subject matter.
Any material amendment shall be made in writing and accepted by the Parties where required by applicable law.
23. ELECTRONIC ACCEPTANCE
By purchasing the Beat, completing an electronic checkout, accepting these terms, or otherwise electronically agreeing to this Agreement, the Licensee acknowledges that the Licensee has read, understood and agreed to be bound by its terms, to the extent permitted by applicable law.
24. LICENCE AND PARTY DETAILS
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LICENSOR |
LICENSEE |
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Name: RB Melody Music Studio |
Name: _________________________________ |
SIGNATURES
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For BeatOnce / Licensor |
For Licensee |
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Signature: __________________________ |
Signature: __________________________ |
|
Name: ______________________________ |
Name: ______________________________ |
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Date: _______________________________ |
Date: _______________________________ |
LEGAL REVIEW NOTE: This document is a commercial drafting template based on the business terms provided for BeatOnce. Before using it as a final binding agreement, have a qualified Indian copyright/media lawyer review ownership, term, territory, royalty treatment, statutory royalties and dispute jurisdiction.