Trackout (Stems) Lease: Non-Exclusive Beat Licence Agreement

1. Definitions

• "Beat" means the instrumental musical composition and sound recording purchased by Licensee, including its title, as identified on the order receipt.
• "New Song" means one (1) new musical work and master recording created by Licensee that incorporates the Beat together with Licensee's own lyrics, vocals and/or other original material.
• "Distribution Copy" means each paid or free download, physical copy (CD, vinyl, cassette) or other unit of the New Song sold or given away.
• "Audio Stream" means each play of the New Song on an audio streaming service (for example Spotify, Apple Music, Amazon Music, Deezer, Tidal, SoundCloud, Audiomack).

2. Grant of licence

Producer grants Licensee a non-exclusive, non-transferable, worldwide licence to use the Beat to create and exploit one (1) New Song, subject to the limits and restrictions in this Agreement. Licensee may edit, arrange, loop and change the length of the Beat to fit the New Song, and may record vocals and add instrumentation over it.

This licence is non-exclusive: Producer may continue to license the Beat to others on a non-exclusive or exclusive basis.

3. Files delivered

Producer will deliver the following files by instant digital download: Untagged MP3 (320 kbps), Untagged WAV (24-bit), Trackout stems (WAV, zipped).

4. Permitted use and limits

• Distribution Copies: 25,000 (in total, across all formats and platforms).
• Audio Streams: 1,000,000 (in total, across all audio streaming services).
• Music videos: 2 music videos; video streams/views: 1,000,000 (may be monetised, but see clause 9 on Content ID).
• Radio broadcasting: Unlimited stations.
• Live performances: unlimited for-profit and non-profit live performances.
• The New Song may be distributed on all major digital service providers via a distributor of Licensee's choice (for example DistroKid, TuneCore, CD Baby, AWAL, Amuse).

Synchronisation of the New Song or the Beat with visual media other than the music video(s) above (including film, television, adverts, video games, trailers and podcasts) is NOT permitted without a separate sync licence from Producer.

5. Term

This Agreement starts on the Effective Date and lasts for 10 years, or until Licensee reaches any limit in clause 4, whichever happens first. To continue exploiting the New Song after that, Licensee must renew or upgrade the licence, paying only the difference between the tier purchased and the new tier. The New Song must not be further distributed or monetised once the licence has expired, but copies already sold are not affected.

6. Ownership

Producer retains all right, title and interest, including copyright, in and to the Beat (both the underlying composition and the sound recording). Nothing in this Agreement transfers ownership of the Beat to Licensee.

You own the new master recording you create (your vocals + the licensed beat) for the uses allowed by your licence. Copyright in the underlying instrumental stays with the producer.

7. Publishing and royalties

The composition of the New Song shall be owned 50% by Producer (as composer of the music) and 50% by Licensee and any co-writers of the lyrics and topline melody. Each party may register its share with its performing rights organisation (for example PRS for Music in the UK, ASCAP/BMI in the US) and collect its own writer's and publisher's share of performance and mechanical royalties directly.

Licensee must list Producer (Samu Soul) as a writer with the correct share when registering the New Song with any PRO, collection society or publishing administrator, and must provide split information to Producer on request.

Licensee keeps 100% of the income from the sale and streaming of the New Song's master recording, subject to the limits of this Agreement. No further payment is due to Producer apart from the licence fee and Producer's publishing share.

8. Credit

Licensee must credit Producer on every release and upload of the New Song, where the platform allows, in the title and/or metadata/credits as: "Prod. by Samu Soul". Failure to credit is a breach of this Agreement.

9. Restrictions

Licensee may NOT:

• register the Beat or the New Song with YouTube Content ID, Facebook/Instagram Rights Manager, TikTok or any other audio-fingerprinting or content-identification system (this causes false claims against Producer and other licensees);
• sell, lease, sub-license, assign, share, give away or otherwise transfer the Beat or this licence to anyone else, or release the Beat as an instrumental on its own;
• claim authorship or ownership of the Beat, or register the Beat or the New Song with any PRO as if Licensee were the sole writer;
• use the Beat in more than one New Song, or in any sync, advertising or brand campaign without a separate licence;
• use the Beat or the New Song to train, fine-tune or develop any artificial-intelligence or machine-learning model, or to create AI "voice" or "style" models;
• use the Beat in any content that is unlawful, defamatory, or that incites hatred or violence.

10. Exclusive sale by Producer

If the beat is later sold exclusively, your lease remains valid under its original terms until it expires, but it can no longer be renewed or upgraded.

11. Warranties

Producer warrants that it owns or controls the rights in the Beat needed to grant this licence and that the Beat does not contain uncleared third-party samples. Licensee warrants that its own contributions to the New Song are original or properly licensed and do not infringe anyone else's rights.

Licensee will indemnify Producer against claims arising from Licensee's breach of this Agreement or from material Licensee adds to the New Song.

12. Breach and termination

If Licensee breaches this Agreement and (where the breach can be fixed) does not fix it within 14 days of written notice, Producer may terminate this Agreement. On termination Licensee must stop distributing, streaming and monetising the New Song and remove it from all platforms. The licence fee is not refundable on termination for breach.

13. Liability

Producer's total liability under this Agreement is limited to the licence fee paid. Nothing in this Agreement limits liability for death or personal injury caused by negligence, for fraud, or any other liability that cannot be limited by law, and nothing affects a consumer's statutory rights.

14. General

This Agreement is the entire agreement between the parties about the Beat and replaces any earlier discussions. Licensee's acceptance at checkout together with the order receipt forms the signed agreement. If any part of this Agreement is found unenforceable, the rest remains in effect. This Agreement is governed by the laws of England and Wales, and the courts of England and Wales have jurisdiction (without affecting any consumer's right to bring proceedings in their home jurisdiction in the UK).