1. Grant of License
Subject to full payment of the License Fee, CMOBeatsRichie ("Licensor") grants the purchaser ("Licensee") a non-transferable license to use the musical composition and master recording (the "Beat") in a new derivative musical work (the "New Song") created by Licensee.
2. Ownership
Licensor retains full ownership of the underlying composition, master recording, and copyright of the Beat. Licensee owns the new lyrics, vocal performance, and the New Song as a derivative work, subject to Licensor's underlying rights.
3. Credit
Licensee shall credit the producer as "Prod. by CMOBeatsRichie" in all distribution metadata, video descriptions, liner notes, and streaming credits.
4. Publishing & Royalties
Licensor retains 50% of the publishing rights (songwriter share) on the New Song and must be registered as a co-writer with the appropriate Performing Rights Organization (ASCAP / BMI / SESAC).
5. Restrictions
Licensee may not (a) resell, sublicense, or transfer the Beat in its instrumental form; (b) register the Beat as their own original work; (c) use the Beat in any product trademarks, NFTs, or AI training datasets; (d) exceed the usage limits of the selected tier; (e) use the Beat in defamatory, hateful, or unlawful content.
6. Exclusivity
Except where the license is designated "Exclusive", the Beat remains available for license to other parties. Exclusive licenses remove the Beat from the catalog upon receipt of full payment.
7. Term & Termination
Non-exclusive licenses are valid for ten (10) years from the date of purchase, after which renewal is required. Exclusive licenses are perpetual. Breach of any term automatically terminates this license and revokes Licensee's rights to distribute the New Song.
8. Refunds
All license sales are final. No refunds are issued once the Beat file has been delivered or downloaded.
9. Indemnification
Licensee agrees to indemnify and hold Licensor harmless from any claim arising out of Licensee's use of the Beat, including but not limited to the lyrical content of the New Song.
10. Governing Law
This Agreement is governed by the laws of the State of Georgia, United States. Any dispute shall be resolved by binding arbitration in Atlanta, GA.
11. Entire Agreement
This document, together with the order receipt issued by CMOBeatsRichie identifying the specific Beat licensed, constitutes the entire agreement between the parties and supersedes any prior oral or written understanding.