Licensing

Trackout License

Non-exclusive · $99.95

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Reference copy. This page reflects the current standard terms of the Drezar Trackout License. Your personalized agreement — with your name, the beat purchased, and the purchase date — is generated automatically by BeatStars at checkout.

This Non-Exclusive Trackout License Agreement (the "Agreement") is entered into by and between Drezar, p/k/a Drezar (the "Producer" or "Licensor"), and the purchasing customer (the "Licensee" or "You"), effective as of the date of purchase (the "Effective Date"). This Agreement sets forth the terms and conditions of the Licensee's use of, and the rights granted in, the Producer's instrumental music file (the "Beat"), in consideration of the Licensee's payment of $99.95 (the "License Fee"), on a so-called "Trackout License" basis. This Agreement is issued solely in connection with and for the Licensee's use of the Beat pursuant to and subject to all terms and conditions set forth herein.

1. 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 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.

2. Delivery of the Beat

  1. Licensor agrees to deliver the Beat as a high-quality WAV, MP3 and Track Stems, 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.

3. 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.

4. Use of the Beat

  1. In consideration for Licensee's payment of the License Fee, the Producer hereby grants Licensee a limited, non-exclusive, nontransferable license 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 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 License grants 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 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 to other potential third-party licensees.

5. Royalties

Subject to Licensee's compliance with this Agreement, Licensee shall not be required to account for 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.

6. Restrictions on the Use of the Beat

  1. The rights granted to Licensee are NON-TRANSFERABLE, and 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 in Section 4(c) above, for use in two (2) Videos. This restriction includes, but is not limited to, use in television, commercials, film/movies, theatrical works, video games, and any other form on the Internet not expressly permitted herein.
  3. The Licensee shall not have the right to license or sublicense any use of the Beat or New Song, in whole or in part, for 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 substantially similar form, as delivered to Licensee. Licensee may send the Beat file to any individual musician, engineer, studio manager or other people 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 CD Baby, and any other provider of user-generated content identification services). This restriction exists to prevent Licensee from receiving a copyright infringement takedown notice from a third party who also holds a non-exclusive license to use the Beat. The Beat has already been tagged for Content ID by Producer as a pre-emptive measure to protect all interested parties. Failure to adhere to this policy is a violation of this License and may result in the license being revoked without notice or compensation.
  6. As applicable to both the underlying composition and the master recording of the Beat: (i) the parties acknowledge the New Song is a "derivative work" as that term is used in the U.S. Copyright Act; (ii) there is no intention to create a joint work; and (iii) there is no intention by Licensor to grant any rights in any other derivative works created by other third-party licensees.

7. 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 the sound recording and the underlying musical composition. Nothing herein constitutes an assignment of those rights to Licensee. Licensee may not, under any circumstances, register or attempt to register the New Song and/or the Beat with the U.S. Copyright Office — that right is strictly limited to Producer. Licensee will, upon request, execute and deliver any documents Producer deems necessary to evidence Producer's rights hereunder, and grants Producer the right as attorney-in-fact to execute such documents if Licensee fails to do so within five (5) days of request.
  2. For the avoidance of doubt, Licensee does not own the master or sound recording rights in the New Song — only the license to use the Beat in the New Song and to commercially exploit the New Song per this Agreement. Licensee does, however, own the lyrics or other original musical components of the New Song written or composed solely by Licensee.

8. Publishing Split

With respect to the publishing rights and ownership of the underlying composition embodied in the New Song, Licensee and Producer agree the underlying composition shall be owned/split as follows:

9. Acceptance

Licensee shall be deemed to have signed, affirmed and ratified acceptance of this Agreement by virtue of payment of the License Fee and electronic acceptance of these terms at the time of payment.

10. Mechanical License

If any composition recorded in the New Song is written, composed, owned or controlled — in whole or in part — by Producer (a "Controlled Composition"), Producer agrees to issue mechanical licenses in respect of each Controlled Composition embodied in the New Song. For U.S. and Canada sales, Licensee will pay mechanical royalties at 100% of the minimum statutory rate, with no cap for albums/EPs. Outside the U.S. and Canada, the rate shall be the rate prevailing on an industry-wide basis in the country concerned.

11. Credit

Licensee shall use best efforts to have Producer credited as "producer" and given appropriate production and songwriting credit on all formats (CDs, records, music video, digital labels, liner notes, album covers, etc.) embodying the New Song. Licensee shall check all proofs for accuracy of credit and use best efforts to cure any mistakes. Credit shall be given in substantially the form: "Produced by Drezar."

12. Licensor's Option

Licensor may, at its sole discretion, terminate this License at any time within three (3) years of the Effective Date upon written notice to Licensee, paying Licensee a sum equal to 200% of the License Fee paid. Upon exercise of this option, Licensee must immediately remove the New Song from all digital and physical distribution channels and cease public access to it.

13. Breach by Licensee

  1. Licensee has five (5) business days from receipt of written notice from Producer to cure any alleged breach. Failure to cure within that window results in default, breach of this Agreement, and, at Producer's discretion, termination of Licensee's rights hereunder.
  2. If Licensee commercially exploits or sells the Beat/New Song outside the terms of this Agreement, Licensee shall be liable to Producer for damages equal to all monies received in connection with such unauthorized exploitation.
  3. Licensee agrees that a breach or threatened breach of this Agreement may give rise to irreparable injury to Producer not adequately compensable by damages. Producer may seek a temporary restraining order and preliminary injunction, in addition to any other available legal or equitable remedy, including recovery of damages, court costs, litigation expenses and reasonable attorneys' fees.

14. Warranties, Representations & Indemnification

Licensee agrees that Licensor has made no guarantee that the Beat fits any particular creative or musical purpose. The Beat and underlying composition are licensed "as is," without warranties of any kind or fitness for a particular purpose. Each party shall indemnify and hold the other harmless from third-party claims, liabilities, costs, losses, damages or expenses arising from a breach of that party's warranties or obligations under this Agreement, provided the non-defaulting party gives prompt written notice and the right to participate in the defense.

15. Miscellaneous

This Agreement constitutes the entire understanding between the parties and may only be altered by written instrument (email sufficient) signed by both parties. It supersedes all prior agreements, oral or written. If any provision is held void or invalid, the remainder of the Agreement remains in effect. This Agreement is governed by the laws of the State of California, United States, and the exclusive jurisdiction and venue for any dispute shall be the state or federal courts located in California. Notices shall be in writing, sent by registered or certified mail or expedited delivery service. You acknowledge that you have been advised of the significant importance of retaining independent legal counsel to review this Agreement, and that you have had the unrestricted opportunity to do so. If you do not sign this Agreement, your review of these terms and payment of the License Fee shall serve as your signature and acceptance.

Questions about this license? Get in touch — happy to walk you through it.