Terms & Conditions

FREE DOWNLOADS

Free downloads of any beat produced by ‘DaYell BeatZ (Ferrandiz cédric) do not include any artistic, commercial, profitable or legislative rights to the beat. Those versions are only for non-profitable use, meaning only for demonstrational tracks. You are allowed to upload tracks (recorded over free downloaded beats) on internet pages like Reverbnation, Soundcloud, Facebook, Soundclick or Youtube, etc. When being uploaded or presented (for demonstrational use only!), credit always has to be given in a written form to ‘DaYell BeatZ’ (example: Beat by dayellbeatz ) (e.g. in the song description or song title). You are allowed to put the track on a free mixtape if it is for promotional use only and strictly for non-profitable purpose. If you want to put your song on an album, or manufacture physical copies, or sell your music in any form, you need to purchase at least a leasing license or higher license which is appropriate for your needs. The meaning of free downloads is to do a song for yourself, to do first pre-recordings and to see if the song works out well and is worth to make investments in one of the license types. It is not allowed to make any kind of profit with free download versions. No DVD-, no CD-, no TV-, no radio-streams or airplay allowed! No monetization of videos or any form of audio allowed. Furthermore it is not allowed to make any changes to the beat or remove any of the used tags or blend out parts of the beat (beat-drops). Copying, distributing, uploading or ripping any audio material (e.g. beat, tag, sounds, instruments, drums, etc.) in any form other than allowed in this agreement is strictly prohibited and will not be tolerated at any time! Downloading a tagged beat does not reserve rights to the beat for any form of future licensing. The person disobeying these rules will likely face a law suit for copyright infringement.

MP3 Lease

This Non-Exclusive “MP3” License Agreement (the “Agreement”), having been made on and effective as of Tue, 21 May 2019 06:21:39 -0400 (the “Effective Date”) by and between FERRANDIZ Cédric p/k/a “DaYell BeatZ” (the “Producer” or “Licensor”); and Licensee, residing at [N/A] (“You” or “Licensee”), sets forth the terms and conditions of the Licensee’s use, and the rights granted in, the Producer’s instrumental music file entitled The Beat Title (Contract Preview Only) (the “Beat”) in consideration for Licensee’s payment of $19 (the “License Fee”).

This Agreement is issued solely in connection with and for Licensee's use of the Beat pursuant and subject to all terms and conditions set forth herein.

  1. License Fee: The Licensee to 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.
  1. Delivery of the Beat:
    1. Licensor agrees to deliver the Beat as a high quality mp3 file, 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 address Licensee provided to Licensor.
  1. 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.
  1. 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 his/her 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 to Licensee 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 and conditions as this Agreement to other potential third-party licensees.
      1. The New Song may be used for any promotional purposes, including but not limited to, a release in single format, for inclusion in a mixtape or free compilation of music bundled together (EP or album), and/or promotional, non-monetized digital streaming;
      2. Licensee may perform the song publicly, including but not limited to, at a live performance (i.e. concert, festival, nightclub etc.), on terrestrial or satellite radio, and/or on the internet via third party streaming services (Spotify, YouTube, iTunes Radio etc.);
      3. The Licensee may use the New Song in synchronization with one (1) audiovisual work no longer than five (5) minutes in length (a “Video”).  In the event that the New Song itself is longer than five (5) minutes in length, the Video may not play for longer than the length of the New Song. The Video may be broadcast on any television network and/or uploaded to the internet for digital streaming and/or free download by the public including but not limited to on YouTube and/or Vevo.  Producer grants no other synchronization rights to Licensee;
      4. The Licensee may make the New Song available for sale in physical and/or digital form on a strictly limited basis as follows: (A) the New Song may be available for sale as a single, included in a compilation of other songs bundled together by Licensee as an EP or a full length Album, and/or sold via digital retailers for permanent digital download in mp3 format and/or physical format, including compact disc and vinyl records, in a volume no greater than Two Thousand (2,000) units; and (B) made available on monetized streaming platforms, including Spotify and Apple Music, but expressly excluding monetization on YouTube, for a maximum of Five Hundred Thousand (500,000) cumulative streams.  For clarity and avoidance of doubt, the Licensee does NOT have the right to sell the Beat in the form that it was delivered to Licensee. The Licensee must create a New Song (or instrumental as detailed above) for its rights under this provision to vest. Any sale of the Beat in its original form by Licensee shall be a material breach of this Agreement and the Licensee shall be liable to the Licensor for damages as provided hereunder.
    1. Subject to the Licensee’s compliance with the terms and conditions of this Agreement, Licensee shall not be required to account 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.

 

  1. Restrictions on the Use of the Beat: Licensee hereby agrees and acknowledges that it is expressly prohibited from taking any action(s) and from engaging in any use of the Beat or New Song in the manners, or for the purposes, set forth below:
    1. The rights granted to Licensee are NON-TRANSFERABLE and that Licensee may not transfer or assign any of its rights hereunder to any third-party;
    2. Licensee shall not synchronize, or permit third parties to synchronize, the Beat or New Song with any audiovisual works EXCEPT as expressly provided for and pursuant to Paragraph 4(b)(iii) of this Agreement for use in one (1) Video. This restriction includes, but is not limited to, use of the Beat and/or New Song in television, commercials, film/movies, theatrical works, video games, and in any other form on the Internet which is not expressly permitted herein. 
    3. Licensee shall not have the right to license or sublicense any use of the Beat or of the New Song, in whole or in part, for any 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 a substantially similar form, as delivered to Licensee. Licensee may send the Beat file to any individual musician, engineer, studio manager or other person who is 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 CDBaby, and any   other provider of user-generated content identification services).  The purpose of this restriction is to prevent you from receiving a copyright infringement take down notice from a third party who also received a non-exclusive license to use the Beat in a New Song.  The Beat has already been tagged for Content Identification (as that term is used in the music industry) by Producer as a pre-emptive measure to protect all interested parties in the New Song. If you do not adhere to this policy, you are in violation of the terms of this License and your license to use the Beat and/or New Song may be revoked without notice or compensation to you.
    6. As applicable to both the underlying composition in the Beat and to the master recording of the Beat: (i) The parties acknowledge and agree that the New Song is a “derivative work”, as that term is used in the United States Copyright Act;  (ii) As applicable to the Beat and/or the New Song, there is no intention by the parties to create a joint work; and (iii) There is no intention by the Licensor to grant any rights in and/or to any other derivative works that may have been created by other third-party licensees.
  1. Ownership:
    1. The Producer is and shall remain the sole owner and holder of all right, title, and interest in the Beat, including all copyrights to and in the sound recording and the underlying musical compositions written and composed by Producer. Nothing contained herein shall constitute an assignment by Producer to Licensee of any of the foregoing rights. Licensee may not, under any circumstances, register or attempt to register the New Song and/or the Beat with the U.S. Copyright Office.  The aforementioned right to register the New Song and/or the Beat shall be strictly limited to Producer. Licensee will, upon request, execute, acknowledge and deliver to Producer such additional documents as Producer may deem necessary to evidence and effectuate Producer’s rights hereunder, and Licensee hereby grants to Producer the right as attorney-in-fact to execute, acknowledge, deliver and record in the U.S. Copyright Office or elsewhere any and all such documents if Licensee shall fail to execute same within five (5) days after so requested by Producer.
    2. For the avoidance of doubt, you do not own the master or the sound recording rights in the New Song.  You have been licensed the right to use the Beat in the New Song and to commercially exploit the New Song based on the terms and conditions of this Agreement. 
      1. Notwithstanding the above, you do own the lyrics or other original musical components of the New Song that were written or composed solely by you.
    1. With respect to the publishing rights and ownership of the underlying composition embodied in the New Song, the Licensee and the Producer hereby acknowledge and agree that the underlying composition shall be owned/split between them as follows:
      1. You shall own and control Fifty Percent (50%) of the so-called “Writer’s Share” of the underlying composition.
      2. Producer shall own and control Fifty Percent (50%) of the so-called “Writer’s Share” of the underlying composition.
      3. Producer shall own, control, and administer One Hundred Percent (100%) of the so-called “Publisher’s Share” of the underlying composition.
      4. In the event that Licensee wishes register his/her interests and rights to the underlying composition of the New Song with their Performing Rights Organization (“PRO”), Licensee must simultaneously identify and register the Producer’s share and ownership interest in the composition to indicate that Producer wrote and owns 50% of the composition in the New Song and as the owner of 100% of the Publisher’s share of the New Song.
    1. Licensee shall be deemed to have signed, affirmed and ratified its acceptance of the terms of this Agreement by virtue of its payment of the License Fee to Licensor and its electronic acceptance of its terms and conditions at the time Licensee made payment of the License Fee.

 

  1. Mechanical License: If any selection or musical composition, or any portion thereof, recorded in the New Song hereunder is written or composed by Producer, in whole or in part, alone or in collaboration with others, or is owned or controlled, in whole or in part, directly or indirectly, by Producer or any person, firm, or corporation in which Producer has a direct or indirect interest, then such selection and/or musical composition shall be hereinafter referred to as a “Controlled Composition”.  Producer hereby agrees to issue or cause to be issued, as applicable, to Licensee, mechanical licenses in respect of each Controlled Composition, which are embodied on the New Song.  For that license, on United States and Canada sales, Licensee will pay mechanical royalties at one hundred percent (100%) of the minimum statutory rate, subject to no cap of that rate for albums and/or EPs.  For license outside the United States and Canada, the mechanical royalty rate will be the rate prevailing on an industry-wide basis in the country concerned on the date that this agreement has been entered into.
  1. Credit: Licensee shall have the right to use and permit others to use Producer’s approved name, approved likeness, and other approved identification and approved biographical material concerning the Producer solely for purposes of trade and otherwise without restriction solely in connection with the New Song recorded hereunder.  Licensee shall use best efforts to have Producer credited as a “producer” and shall give Producer appropriate production and songwriting credit on all compact discs, record, music video, and digital labels or any other record configuration manufactured which is now known or created in the future that embodies the New Song created hereunder and on all cover liner notes, any records containing the New Song and on the front and/or back cover of any album listing the New Song and other musician credits. Licensee shall use its best efforts to ensure that Producer is properly credited and Licensee shall check all proofs for accuracy of credits, and shall use its best efforts to cure any mistakes regarding Producer's credit.  In the event of any failure by Licensee to issue credit to Producer, Licensee must use reasonable efforts to correct any such failure immediately and on a prospective basis. Such credit shall be in substantial form: “Produced by DaYell BeatZ”.
  1. Licensor’s Option: Licensor shall have the option, at Licensor’s sole discretion, to terminate this License at any time within three (3) years of the date of this Agreement upon written notice to Licensee.  In the event that Licensor exercises this option, Licensor shall pay to Licensee a sum equal to Two Hundred Percent (200%) of the License Fee paid by Licensee.  Upon Licensor’s exercise of the option, Licensee must immediately remove the New Song from any and all digital and physical distribution channels and must immediately cease access to any streams and/or downloads of the New Song by the general public.
  1. Breach by Licensee:
    1. Licensee shall have five (5) business days from its receipt of written notice by Producer and/or Producer’s authorized representative to cure any alleged breach of this Agreement by Licensee. Licensee’s failure to cure the alleged breach within five (5) business days shall result in Licensee’s default of its obligations, its breach of this Agreement, and at Producer's sole discretion, the termination of Licensee’s rights hereunder.
    2. If Licensee engages in the commercial exploitation and/or sale of the Beat or New Song outside of the manner and amount expressly provided for in this Agreement, Licensee shall be liable to Producer for monetary damages in an amount equal to any and all monies paid, collected by, or received by Licensee, or any third party on its behalf, in connection with such unauthorized commercial exploitation of the Beat and/or New Song.
    3. Licensee recognizes and agrees that a breach or threatened breach of this Agreement by Licensee give rise to irreparable injury to Producer, which may not be adequately compensated by damages.  Accordingly, in the event of a breach or threatened breach by the Licensee of the provisions of this Agreement, Producer may seek and shall be entitled to a temporary restraining order and preliminary injunction restraining the Licensee from violating the provisions of this Agreement.  Nothing herein shall prohibit Producer from pursuing any other available legal or equitable remedy from such breach or threatened breach, including but not limited to the recovery of damages from the Licensee. The Licensee shall be responsible for all costs, expenses or damages that Producer incurs as a result of any violation by the Licensee of any provision of this Agreement.  Licensee’ obligation shall include court costs, litigation expenses, and reasonable attorneys' fees.
  1. Warranties, Representations and Indemnification:
    1. Licensee hereby agrees that Licensor has not made any guarantees or promises that the Beat fits the particular creative use or musical purpose intended or desired by the Licensee. The Beat, its sound recording, and the underlying musical composition embodied therein, are licensed to the Licensee “as is” without warranties of any kind or fitness for a particular purpose.
    2. Producer warrants and represents that he has the full right and ability to enter into this agreement, and is not under any disability, restriction, or prohibition with respect to the grant of rights hereunder.  Producer warrants that the manufacture, sale, distribution, or other exploitation of the New Song hereunder will not infringe upon or violate any common law or statutory right of any person, firm, or corporation; including, without limitation, contractual rights, copyrights, and right(s) of privacy and publicity and will not constitute libel and/or slander.  Licensee warrants that the manufacture, sale, distribution, or other exploitation of the New Song hereunder will not infringe upon or violate any common law or statutory right of any person, firm, or corporation; including, without limitation, contractual rights, copyrights, and right(s) of privacy and publicity and will not constitute libel and/or slander. The foregoing notwithstanding, Producer undertakes no responsibility whatsoever as to any elements added to the New Song by Licensee, and Licensee indemnifies and holds Producer harmless for any such elements.  Producer warrants that he did not “sample” (as that term is commonly understood in the recording industry) any copyrighted material or sound recordings belonging to any other person, firm, or corporation (hereinafter referred to as “Owner”) without first having notified Licensee. Licensee shall have no obligation to approve the use of any sample thereof; however, if approved, any payment in connection therewith, including any associated legal clearance costs, shall be borne by Licensee. Knowledge by Licensee that “samples” were used by Producer which were not affirmatively disclosed by Producer to Licensee shall shift, in whole or in part, the liability for infringement or violation of the rights of any third party arising from the use of any such “sample” from Producer to Licensee.
    3. Parties hereto shall indemnify and hold each other harmless from any and all third party claims, liabilities, costs, losses, damages or expenses as are actually incurred by the non-defaulting party and shall hold the non-defaulting party, free, safe, and harmless against and from any and all claims, suits, demands, costs, liabilities, loss, damages, judgments, recoveries, costs, and expenses; (including, without limitation, reasonable attorneys' fees), which may be made or brought, paid, or incurred by reason of any breach or claim of breach of the warranties and representations hereunder by the defaulting party, their agents, heirs, successors, assigns and employees, which have been reduced to final judgment; provided that prior to final judgment, arising out of any breach of any representations or warranties of the defaulting party contained in this agreement or any failure by defaulting party to perform any obligations on its part to be performed hereunder the non-defaulting party has given the defaulting party prompt written notice of all claims and the right to participate in the defense with counsel of its choice at its sole expense. In no event shall Artist be entitled to seek injunctive or any other equitable relief for any breach or non-compliance with any provision of this agreement. 
  1. Miscellaneous: This Agreement constitutes the entire understanding of the parties and is intended as a final expression of their agreement and cannot be altered, modified, amended or waived, in whole or in part, except by written instrument (email being sufficient) signed by both parties hereto. This agreement supersedes all prior agreements between the parties, whether oral or written. Should any provision of this agreement be held to be void, invalid or inoperative, such decision shall not affect any other provision hereof, and the remainder of this agreement shall be effective as though such void, invalid or inoperative provision had not been contained herein. No failure by Licensor hereto to perform any of its obligations hereunder shall be deemed a material breach of this agreement until the Licensee gives Licensor written notice of its failure to perform, and such failure has not been corrected within thirty (30) days from and after the service of such notice, or, if such breach is not reasonably capable of being cured within such thirty (30) day period, Licensor does not commence to cure such breach within said time period, and proceed with reasonable diligence to complete the curing of such breach thereafter. This agreement shall be governed by and interpreted in accordance with the laws of the State of New York applicable to agreements entered into and wholly performed in said State, without regard to any conflict of laws principles.  You hereby agree that the exclusive jurisdiction and venue for any action, suit or proceeding based upon any matter, claim or controversy arising hereunder or relating hereto shall be in the state or federal courts located in the State and County of New York. You shall not be entitled to any monies in connection with the Master(s) other than as specifically set forth herein.  All notices pursuant to this agreement shall be in writing and shall be given by registered or certified mail, return receipt requested (prepaid) at the respective addresses hereinabove set forth or such other address or addresses as may designated by either party.  Such notices shall be deemed given when received.  A copy of all such notices sent to Producer shall be concurrently sent to Sedlmayr & Associates, P.C., 489 Fifth Avenue, 30th Floor, New York, New York 10017, Attn.: Sebastian Zar, Esq..  Any notice mailed will be deemed to have been received five (5) business days after it is mailed; any notice dispatched by expedited delivery service will be deemed to be received two (2) business days after it is dispatched.  YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THIS AGREEMENT AND HAVE BEEN ADVISED BY US OF THE SIGNIFICANT IMPORTANCE OF RETAINING AN INDEPENDENT ATTORNEY OF YOUR CHOICE TO REVIEW THIS AGREEMENT ON YOUR BEHALF.  YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE HAD THE UNRESTRICTED OPPORTUNITY TO BE REPRESENTED BY AN INDEPENDENT ATTORNEY.  IN THE EVENT OF YOUR FAILURE TO OBTAIN AN INDEPENDENT ATTORNEY OR WAIVER THEREOF, YOU HEREBY WARRANT AND REPRESENT THAT YOU WILL NOT ATTEMPT TO USE SUCH FAILURE AND/OR WAIVER as a basis to avoid any obligations under this agreement, or to invalidate this agreement or To render this agreement or any part thereof unenforceable. This agreement may be executed in counterparts, each of which shall be deemed an original, and said counterparts shall constitute one and the same instrument.  In addition, a signed copy of this agreement transmitted by facsimile or scanned into an image file and transmitted via email shall, for all purposes, be treated as if it were delivered containing an original manual signature of the party whose signature appears thereon and shall be binding upon such party as though an originally signed document had been delivered.  Notwithstanding the foregoing, in the event that you do not sign this Agreement, your acknowledgement that you have reviewed the terms and conditions of this Agreement and your payment of the License Fee shall serve as your signature and acceptance of the terms and conditions of this Agreement.

WAV LEASE

This Non-Exclusive “WAV” License Agreement (the “Agreement”), having been made on and effective as of Tue, 21 May 2019 06:56:16 -0400 (the “Effective Date”) by and between FERRANDIZ Cédric p/k/a “DaYell BeatZ” (the “Producer” or “Licensor”); and Licensee, residing at [N/A] (“You” or “Licensee”), sets forth the terms and conditions of the Licensee’s use, and the rights granted in, the Producer’s instrumental music file entitled The Beat Title (Contract Preview Only) (the “Beat”) in consideration for Licensee’s payment of $35 (the “License Fee”).

This Agreement is issued solely in connection with and for Licensee's use of the Beat pursuant and subject to all terms and conditions set forth herein.

License Fee: The Licensee to 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.Delivery of the Beat:Licensor agrees to deliver the Beat as high quality mp3 and WAV files, as such terms are understood in the music industry.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 address Licensee provided to Licensor.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.Use of the Beat: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 his/her 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.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 to Licensee 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 and conditions as this Agreement to other potential third-party licensees.The New Song may be used for any promotional purposes, including but not limited to, a release in single format, for inclusion in a mixtape or free compilation of music bundled together (EP or album), and/or promotional, non-monetized digital streaming;Licensee may perform the song publicly, including but not limited to, at a live performance (i.e. concert, festival, nightclub etc.), on terrestrial or satellite radio, and/or on the internet via third party streaming services (Spotify, YouTube, iTunes Radio etc.);The Licensee may use the New Song in synchronization with one (1) audiovisual work no longer than five (5) minutes in length (a “Video”).  In the event that the New Song itself is longer than five (5) minutes in length, the Video may not play for longer than the length of the New Song. The Video may be broadcast on any television network and/or uploaded to the internet for digital streaming and/or free download by the public including but not limited to on YouTube and/or Vevo.  Producer grants no other synchronization rights to Licensee;The Licensee may make the New Song available for sale in physical and/or digital form on a strictly limited basis as follows: (A) the New Song may be available for sale as a single, included in a compilation of other songs bundled together by Licensee as an EP or a full length Album, and/or sold via digital retailers for permanent digital download in mp3 format and/or physical format, including compact disc and vinyl records, in a volume no greater than Three Thousand (3,000) units; and (B) made available on monetized streaming platforms, including Spotify and Apple Music, but expressly excluding monetization on YouTube, for a maximum of Five Hundred Thousand (500,000) cumulative streams.  For clarity and avoidance of doubt, the Licensee does NOT have the right to sell the Beat in the form that it was delivered to Licensee. The Licensee must create a New Song (or instrumental as detailed above) for its rights under this provision to vest. Any sale of the Beat in its original form by Licensee shall be a material breach of this Agreement and the Licensee shall be liable to the Licensor for damages as provided hereunder.Subject to the Licensee’s compliance with the terms and conditions of this Agreement, Licensee shall not be required to account 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.Restrictions on the Use of the Beat: Licensee hereby agrees and acknowledges that it is expressly prohibited from taking any action(s) and from engaging in any use of the Beat or New Song in the manners, or for the purposes, set forth below:The rights granted to Licensee are NON-TRANSFERABLE and that Licensee may not transfer or assign any of its rights hereunder to any third-party;Licensee shall not synchronize, or permit third parties to synchronize, the Beat or New Song with any audiovisual works EXCEPT as expressly provided for and pursuant to Paragraph 4(b)(iii) of this Agreement for use in one (1) Video. This restriction includes, but is not limited to, use of the Beat and/or New Song in television, commercials, film/movies, theatrical works, video games, and in any other form on the Internet which is not expressly permitted herein.Licensee shall not have the right to license or sublicense any use of the Beat or of the New Song, in whole or in part, for any so-called “samples”.   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 a substantially similar form, as delivered to Licensee. Licensee may send the Beat file to any individual musician, engineer, studio manager or other person who is working on the New Song.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 CDBaby, and any   other provider of user-generated content identification services).  The purpose of this restriction is to prevent you from receiving a copyright infringement take down notice from a third party who also received a non-exclusive license to use the Beat in a New Song.  The Beat has already been tagged for Content Identification (as that term is used in the music industry) by Producer as a pre-emptive measure to protect all interested parties in the New Song. If you do not adhere to this policy, you are in violation of the terms of this License and your license to use the Beat and/or New Song may be revoked without notice or compensation to you.As applicable to both the underlying composition in the Beat and to the master recording of the Beat: (i) The parties acknowledge and agree that the New Song is a “derivative work”, as that term is used in the United States Copyright Act;  (ii) As applicable to the Beat and/or the New Song, there is no intention by the parties to create a joint work; and (iii) There is no intention by the Licensor to grant any rights in and/or to any other derivative works that may have been created by other third-party licensees.Ownership:The Producer is and shall remain the sole owner and holder of all right, title, and interest in the Beat, including all copyrights to and in the sound recording and the underlying musical compositions written and composed by Producer. Nothing contained herein shall constitute an assignment by Producer to Licensee of any of the foregoing rights. Licensee may not, under any circumstances, register or attempt to register the New Song and/or the Beat with the U.S. Copyright Office.  The aforementioned right to register the New Song and/or the Beat shall be strictly limited to Producer. Licensee will, upon request, execute, acknowledge and deliver to Producer such additional documents as Producer may deem necessary to evidence and effectuate Producer’s rights hereunder, and Licensee hereby grants to Producer the right as attorney-in-fact to execute, acknowledge, deliver and record in the U.S. Copyright Office or elsewhere any and all such documents if Licensee shall fail to execute same within five (5) days after so requested by Producer.For the avoidance of doubt, you do not own the master or the sound recording rights in the New Song.  You have been licensed the right to use the Beat in the New Song and to commercially exploit the New Song based on the terms and conditions of this Agreement. Notwithstanding the above, you do own the lyrics or other original musical components of the New Song that were written or composed solely by you.With respect to the publishing rights and ownership of the underlying composition embodied in the New Song, the Licensee and the Producer hereby acknowledge and agree that the underlying composition shall be owned/split between them as follows:You shall own and control Fifty Percent (50%) of the so-called “Writer’s Share” of the underlying composition.Producer shall own and control Fifty Percent (50%) of the so-called “Writer’s Share” of the underlying composition.Producer shall own, control, and administer One Hundred Percent (100%) of the so-called “Publisher’s Share” of the underlying composition.In the event that Licensee wishes register his/her interests and rights to the underlying composition of the New Song with their Performing Rights Organization (“PRO”), Licensee must simultaneously identify and register the Producer’s share and ownership interest in the composition to indicate that Producer wrote and owns 50% of the composition in the New Song and as the owner of 100% of the Publisher’s share of the New Song.Licensee shall be deemed to have signed, affirmed and ratified its acceptance of the terms of this Agreement by virtue of its payment of the License Fee to Licensor and its electronic acceptance of its terms and conditions at the time Licensee made payment of the License Fee.Mechanical License: If any selection or musical composition, or any portion thereof, recorded in the New Song hereunder is written or composed by Producer, in whole or in part, alone or in collaboration with others, or is owned or controlled, in whole or in part, directly or indirectly, by Producer or any person, firm, or corporation in which Producer has a direct or indirect interest, then such selection and/or musical composition shall be hereinafter referred to as a “Controlled Composition”.  Producer hereby agrees to issue or cause to be issued, as applicable, to Licensee, mechanical licenses in respect of each Controlled Composition, which are embodied on the New Song.  For that license, on United States and Canada sales, Licensee will pay mechanical royalties at one hundred percent (100%) of the minimum statutory rate, subject to no cap of that rate for albums and/or EPs.  For license outside the United States and Canada, the mechanical royalty rate will be the rate prevailing on an industry-wide basis in the country concerned on the date that this agreement has been entered into.Credit: Licensee shall have the right to use and permit others to use Producer’s approved name, approved likeness, and other approved identification and approved biographical material concerning the Producer solely for purposes of trade and otherwise without restriction solely in connection with the New Song recorded hereunder.  Licensee shall use best efforts to have Producer credited as a “producer” and shall give Producer appropriate production and songwriting credit on all compact discs, record, music video, and digital labels or any other record configuration manufactured which is now known or created in the future that embodies the New Song created hereunder and on all cover liner notes, any records containing the New Song and on the front and/or back cover of any album listing the New Song and other musician credits. Licensee shall use its best efforts to ensure that Producer is properly credited and Licensee shall check all proofs for accuracy of credits, and shall use its best efforts to cure any mistakes regarding Producer's credit.  In the event of any failure by Licensee to issue credit to Producer, Licensee must use reasonable efforts to correct any such failure immediately and on a prospective basis. Such credit shall be in substantial form: “Produced by CashMoneyAp”.Licensor’s Option: Licensor shall have the option, at Licensor’s sole discretion, to terminate this License at any time within three (3) years of the date of this Agreement upon written notice to Licensee.  In the event that Licensor exercises this option, Licensor shall pay to Licensee a sum equal to Two Hundred Percent (200%) of the License Fee paid by Licensee.  Upon Licensor’s exercise of the option, Licensee must immediately remove the New Song from any and all digital and physical distribution channels and must immediately cease access to any streams and/or downloads of the New Song by the general public.Breach by Licensee:Licensee shall have five (5) business days from its receipt of written notice by Producer and/or Producer’s authorized representative to cure any alleged breach of this Agreement by Licensee. Licensee’s failure to cure the alleged breach within five (5) business days shall result in Licensee’s default of its obligations, its breach of this Agreement, and at Producer's sole discretion, the termination of Licensee’s rights hereunder.If Licensee engages in the commercial exploitation and/or sale of the Beat or New Song outside of the manner and amount expressly provided for in this Agreement, Licensee shall be liable to Producer for monetary damages in an amount equal to any and all monies paid, collected by, or received by Licensee, or any third party on its behalf, in connection with such unauthorized commercial exploitation of the Beat and/or New Song.Licensee recognizes and agrees that a breach or threatened breach of this Agreement by Licensee give rise to irreparable injury to Producer, which may not be adequately compensated by damages.  Accordingly, in the event of a breach or threatened breach by the Licensee of the provisions of this Agreement, Producer may seek and shall be entitled to a temporary restraining order and preliminary injunction restraining the Licensee from violating the provisions of this Agreement.  Nothing herein shall prohibit Producer from pursuing any other available legal or equitable remedy from such breach or threatened breach, including but not limited to the recovery of damages from the Licensee. The Licensee shall be responsible for all costs, expenses or damages that Producer incurs as a result of any violation by the Licensee of any provision of this Agreement.  Licensee’ obligation shall include court costs, litigation expenses, and reasonable attorneys' fees.Warranties, Representations and Indemnification:Licensee hereby agrees that Licensor has not made any guarantees or promises that the Beat fits the particular creative use or musical purpose intended or desired by the Licensee. The Beat, its sound recording, and the underlying musical composition embodied therein, are licensed to the Licensee “as is” without warranties of any kind or fitness for a particular purpose.Producer warrants and represents that he has the full right and ability to enter into this agreement, and is not under any disability, restriction, or prohibition with respect to the grant of rights hereunder.  Producer warrants that the manufacture, sale, distribution, or other exploitation of the New Song hereunder will not infringe upon or violate any common law or statutory right of any person, firm, or corporation; including, without limitation, contractual rights, copyrights, and right(s) of privacy and publicity and will not constitute libel and/or slander.  Licensee warrants that the manufacture, sale, distribution, or other exploitation of the New Song hereunder will not infringe upon or violate any common law or statutory right of any person, firm, or corporation; including, without limitation, contractual rights, copyrights, and right(s) of privacy and publicity and will not constitute libel and/or slander. The foregoing notwithstanding, Producer undertakes no responsibility whatsoever as to any elements added to the New Song by Licensee, and Licensee indemnifies and holds Producer harmless for any such elements.  Producer warrants that he did not “sample” (as that term is commonly understood in the recording industry) any copyrighted material or sound recordings belonging to any other person, firm, or corporation (hereinafter referred to as “Owner”) without first having notified Licensee. Licensee shall have no obligation to approve the use of any sample thereof; however, if approved, any payment in connection therewith, including any associated legal clearance costs, shall be borne by Licensee. Knowledge by Licensee that “samples” were used by Producer which were not affirmatively disclosed by Producer to Licensee shall shift, in whole or in part, the liability for infringement or violation of the rights of any third party arising from the use of any such “sample” from Producer to Licensee.Parties hereto shall indemnify and hold each other harmless from any and all third party claims, liabilities, costs, losses, damages or expenses as are actually incurred by the non-defaulting party and shall hold the non-defaulting party, free, safe, and harmless against and from any and all claims, suits, demands, costs, liabilities, loss, damages, judgments, recoveries, costs, and expenses; (including, without limitation, reasonable attorneys' fees), which may be made or brought, paid, or incurred by reason of any breach or claim of breach of the warranties and representations hereunder by the defaulting party, their agents, heirs, successors, assigns and employees, which have been reduced to final judgment; provided that prior to final judgment, arising out of any breach of any representations or warranties of the defaulting party contained in this agreement or any failure by defaulting party to perform any obligations on its part to be performed hereunder the non-defaulting party has given the defaulting party prompt written notice of all claims and the right to participate in the defense with counsel of its choice at its sole expense. In no event shall Artist be entitled to seek injunctive or any other equitable relief for any breach or non-compliance with any provision of this agreement. Miscellaneous: This Agreement constitutes the entire understanding of the parties and is intended as a final expression of their agreement and cannot be altered, modified, amended or waived, in whole or in part, except by written instrument (email being sufficient) signed by both parties hereto. This agreement supersedes all prior agreements between the parties, whether oral or written. Should any provision of this agreement be held to be void, invalid or inoperative, such decision shall not affect any other provision hereof, and the remainder of this agreement shall be effective as though such void, invalid or inoperative provision had not been contained herein. No failure by Licensor hereto to perform any of its obligations hereunder shall be deemed a material breach of this agreement until the Licensee gives Licensor written notice of its failure to perform, and such failure has not been corrected within thirty (30) days from and after the service of such notice, or, if such breach is not reasonably capable of being cured within such thirty (30) day period, Licensor does not commence to cure such breach within said time period, and proceed with reasonable diligence to complete the curing of such breach thereafter. This agreement shall be governed by and interpreted in accordance with the laws of the State of New York applicable to agreements entered into and wholly performed in said State, without regard to any conflict of laws principles.  You hereby agree that the exclusive jurisdiction and venue for any action, suit or proceeding based upon any matter, claim or controversy arising hereunder or relating hereto shall be in the state or federal courts located in the State and County of New York. You shall not be entitled to any monies in connection with the Master(s) other than as specifically set forth herein.  All notices pursuant to this agreement shall be in writing and shall be given by registered or certified mail, return receipt requested (prepaid) at the respective addresses hereinabove set forth or such other address or addresses as may designated by either party.  Such notices shall be deemed given when received.  A copy of all such notices sent to Producer shall be concurrently sent to Sedlmayr & Associates, P.C., 489 Fifth Avenue, 30th Floor, New York, New York 10017, Attn.: Sebastian Zar, Esq..  Any notice mailed will be deemed to have been received five (5) business days after it is mailed; any notice dispatched by expedited delivery service will be deemed to be received two (2) business days after it is dispatched.  YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THIS AGREEMENT AND HAVE BEEN ADVISED BY US OF THE SIGNIFICANT IMPORTANCE OF RETAINING AN INDEPENDENT ATTORNEY OF YOUR CHOICE TO REVIEW THIS AGREEMENT ON YOUR BEHALF.  YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE HAD THE UNRESTRICTED OPPORTUNITY TO BE REPRESENTED BY AN INDEPENDENT ATTORNEY.  IN THE EVENT OF YOUR FAILURE TO OBTAIN AN INDEPENDENT ATTORNEY OR WAIVER THEREOF, YOU HEREBY WARRANT AND REPRESENT THAT YOU WILL NOT ATTEMPT TO USE SUCH FAILURE AND/OR WAIVER as a basis to avoid any obligations under this agreement, or to invalidate this agreement or To render this agreement or any part thereof unenforceable. This agreement may be executed in counterparts, each of which shall be deemed an original, and said counterparts shall constitute one and the same instrument.  In addition, a signed copy of this agreement transmitted by facsimile or scanned into an image file and transmitted via email shall, for all purposes, be treated as if it were delivered containing an original manual signature of the party whose signature appears thereon and shall be binding upon such party as though an originally signed document had been delivered.  Notwithstanding the foregoing, in the event that you do not sign this Agreement, your acknowledgement that you have reviewed the terms and conditions of this Agreement and your payment of the License Fee shall serve as your signature and acceptance of the terms and conditions of this Agreement.

Tracked Out Premium Lease

 

 

This Non-Exclusive “Tracked Out” License Agreement (the “Agreement”), having been made on and effective as of Tue, 21 May 2019 06:58:55 -0400 (the “Effective Date”) by and between FERRANDIZ Cédric p/k/a “DaYell BeatZ” (the “Producer” or “Licensor”); and Licensee, residing at [N/A] (“You” or “Licensee”), sets forth the terms and conditions of the Licensee’s use, and the rights granted in, the Producer’s instrumental music file entitled The Beat Title (Contract Preview Only) (the “Beat”) in consideration for Licensee’s payment of $100 (the “License Fee”).

This Agreement is issued solely in connection with and for Licensee's use of the Beat pursuant and subject to all terms and conditions set forth herein.

  1. License Fee: The Licensee to 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.
  1. Delivery of the Beat:
    1. Licensor agrees to deliver the Beat as high quality mp3, WAV, and “tracked out” files, 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 address Licensee provided to Licensor.
  1. 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.
  1. 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 his/her 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 to Licensee 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 and conditions as this Agreement to other potential third-party licensees.
      1. The New Song may be used for any promotional purposes, including but not limited to, a release in single format, for inclusion in a mixtape or free compilation of music bundled together (EP or album), and/or promotional, non-monetized digital streaming;
      2. Licensee may perform the song publicly, including but not limited to, at a live performance (i.e. concert, festival, nightclub etc.), on terrestrial or satellite radio, and/or on the internet via third party streaming services (Spotify, YouTube, iTunes Radio etc.);
      3. The Licensee may use the New Song in synchronization with one (1) audiovisual work no longer than five (5) minutes in length (a “Video”).  In the event that the New Song itself is longer than five (5) minutes in length, the Video may not play for longer than the length of the New Song. The Video may be broadcast on any television network and/or uploaded to the internet for digital streaming and/or free download by the public including but not limited to on YouTube and/or Vevo.  Producer grants no other synchronization rights to Licensee;
      4. The Licensee may make the New Song available for sale in physical and/or digital form on a strictly limited basis as follows: (A) the New Song may be available for sale as a single, included in a compilation of other songs bundled together by Licensee as an EP or a full length Album, and/or sold via digital retailers for permanent digital download in mp3 format and/or physical format, including compact disc and vinyl records, in a volume no greater than Ten Thousand (10,000) units; and (B) made available on monetized streaming platforms, including Spotify and Apple Music, but expressly excluding monetization on YouTube, for a maximum of Five Hundred Thousand (500,000) cumulative streams.  For clarity and avoidance of doubt, the Licensee does NOT have the right to sell the Beat in the form that it was delivered to Licensee. The Licensee must create a New Song (or instrumental as detailed above) for its rights under this provision to vest. Any sale of the Beat in its original form by Licensee shall be a material breach of this Agreement and the Licensee shall be liable to the Licensor for damages as provided hereunder.
    1. Subject to the Licensee’s compliance with the terms and conditions of this Agreement, Licensee shall not be required to account 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.
  1. Restrictions on the Use of the Beat: Licensee hereby agrees and acknowledges that it is expressly prohibited from taking any action(s) and from engaging in any use of the Beat or New Song in the manners, or for the purposes, set forth below:
    1. The rights granted to Licensee are NON-TRANSFERABLE and that Licensee may not transfer or assign any of its rights hereunder to any third-party;
    2. Licensee shall not synchronize, or permit third parties to synchronize, the Beat or New Song with any audiovisual works EXCEPT as expressly provided for and pursuant to Paragraph 4(b)(iii) of this Agreement for use in one (1) Video. This restriction includes, but is not limited to, use of the Beat and/or New Song in television, commercials, film/movies, theatrical works, video games, and in any other form on the Internet which is not expressly permitted herein. 
    3. Licensee shall not have the right to license or sublicense any use of the Beat or of the New Song, in whole or in part, for any 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 a substantially similar form, as delivered to Licensee. Licensee may send the Beat file to any individual musician, engineer, studio manager or other person who is 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 CDBaby, and any   other provider of user-generated content identification services).  The purpose of this restriction is to prevent you from receiving a copyright infringement take down notice from a third party who also received a non-exclusive license to use the Beat in a New Song.  The Beat has already been tagged for Content Identification (as that term is used in the music industry) by Producer as a pre-emptive measure to protect all interested parties in the New Song. If you do not adhere to this policy, you are in violation of the terms of this License and your license to use the Beat and/or New Song may be revoked without notice or compensation to you.
    6. As applicable to both the underlying composition in the Beat and to the master recording of the Beat: (i) The parties acknowledge and agree that the New Song is a “derivative work”, as that term is used in the United States Copyright Act;  (ii) As applicable to the Beat and/or the New Song, there is no intention by the parties to create a joint work; and (iii) There is no intention by the Licensor to grant any rights in and/or to any other derivative works that may have been created by other third-party licensees.
  1. Ownership:
    1. The Producer is and shall remain the sole owner and holder of all right, title, and interest in the Beat, including all copyrights to and in the sound recording and the underlying musical compositions written and composed by Producer. Nothing contained herein shall constitute an assignment by Producer to Licensee of any of the foregoing rights. Licensee may not, under any circumstances, register or attempt to register the New Song and/or the Beat with the U.S. Copyright Office.  The aforementioned right to register the New Song and/or the Beat shall be strictly limited to Producer. Licensee will, upon request, execute, acknowledge and deliver to Producer such additional documents as Producer may deem necessary to evidence and effectuate Producer’s rights hereunder, and Licensee hereby grants to Producer the right as attorney-in-fact to execute, acknowledge, deliver and record in the U.S. Copyright Office or elsewhere any and all such documents if Licensee shall fail to execute same within five (5) days after so requested by Producer.
    2. For the avoidance of doubt, you do not own the master or the sound recording rights in the New Song.  You have been licensed the right to use the Beat in the New Song and to commercially exploit the New Song based on the terms and conditions of this Agreement. 
      1. Notwithstanding the above, you do own the lyrics or other original musical components of the New Song that were written or composed solely by you.
    1. With respect to the publishing rights and ownership of the underlying composition embodied in the New Song, the Licensee and the Producer hereby acknowledge and agree that the underlying composition shall be owned/split between them as follows:
      1. You shall own and control Fifty Percent (50%) of the so-called “Writer’s Share” of the underlying composition.
      2. Producer shall own and control Fifty Percent (50%) of the so-called “Writer’s Share” of the underlying composition.
      3. Producer shall own, control, and administer One Hundred Percent (100%) of the so-called “Publisher’s Share” of the underlying composition.
    1. In the event that Licensee wishes register his/her interests and rights to the underlying composition of the New Song with their Performing Rights Organization (“PRO”), Licensee must simultaneously identify and register the Producer’s share and ownership interest in the composition to indicate that Producer wrote and owns 50% of the composition in the New Song and as the owner of 100% of the Publisher’s share of the New Song.
    1. Licensee shall be deemed to have signed, affirmed and ratified its acceptance of the terms of this Agreement by virtue of its payment of the License Fee to Licensor and its electronic acceptance of its terms and conditions at the time Licensee made payment of the License Fee.
  1. Mechanical License: If any selection or musical composition, or any portion thereof, recorded in the New Song hereunder is written or composed by Producer, in whole or in part, alone or in collaboration with others, or is owned or controlled, in whole or in part, directly or indirectly, by Producer or any person, firm, or corporation in which Producer has a direct or indirect interest, then such selection and/or musical composition shall be hereinafter referred to as a “Controlled Composition”.  Producer hereby agrees to issue or cause to be issued, as applicable, to Licensee, mechanical licenses in respect of each Controlled Composition, which are embodied on the New Song.  For that license, on United States and Canada sales, Licensee will pay mechanical royalties at one hundred percent (100%) of the minimum statutory rate, subject to no cap of that rate for albums and/or EPs.  For license outside the United States and Canada, the mechanical royalty rate will be the rate prevailing on an industry-wide basis in the country concerned on the date that this agreement has been entered into.
  1. Credit: Licensee shall have the right to use and permit others to use Producer’s approved name, approved likeness, and other approved identification and approved biographical material concerning the Producer solely for purposes of trade and otherwise without restriction solely in connection with the New Song recorded hereunder.  Licensee shall use best efforts to have Producer credited as a “producer” and shall give Producer appropriate production and songwriting credit on all compact discs, record, music video, and digital labels or any other record configuration manufactured which is now known or created in the future that embodies the New Song created hereunder and on all cover liner notes, any records containing the New Song and on the front and/or back cover of any album listing the New Song and other musician credits. Licensee shall use its best efforts to ensure that Producer is properly credited and Licensee shall check all proofs for accuracy of credits, and shall use its best efforts to cure any mistakes regarding Producer's credit.  In the event of any failure by Licensee to issue credit to Producer, Licensee must use reasonable efforts to correct any such failure immediately and on a prospective basis. Such credit shall be in substantial form: “Produced by CashMoneyAp”.
  1. Licensor’s Option: Licensor shall have the option, at Licensor’s sole discretion, to terminate this License at any time within three (3) years of the date of this Agreement upon written notice to Licensee.  In the event that Licensor exercises this option, Licensor shall pay to Licensee a sum equal to Two Hundred Percent (200%) of the License Fee paid by Licensee.  Upon Licensor’s exercise of the option, Licensee must immediately remove the New Song from any and all digital and physical distribution channels and must immediately cease access to any streams and/or downloads of the New Song by the general public.
  1. Breach by Licensee:
    1. Licensee shall have five (5) business days from its receipt of written notice by Producer and/or Producer’s authorized representative to cure any alleged breach of this Agreement by Licensee. Licensee’s failure to cure the alleged breach within five (5) business days shall result in Licensee’s default of its obligations, its breach of this Agreement, and at Producer's sole discretion, the termination of Licensee’s rights hereunder.
    2. If Licensee engages in the commercial exploitation and/or sale of the Beat or New Song outside of the manner and amount expressly provided for in this Agreement, Licensee shall be liable to Producer for monetary damages in an amount equal to any and all monies paid, collected by, or received by Licensee, or any third party on its behalf, in connection with such unauthorized commercial exploitation of the Beat and/or New Song.
    3. Licensee recognizes and agrees that a breach or threatened breach of this Agreement by Licensee give rise to irreparable injury to Producer, which may not be adequately compensated by damages.  Accordingly, in the event of a breach or threatened breach by the Licensee of the provisions of this Agreement, Producer may seek and shall be entitled to a temporary restraining order and preliminary injunction restraining the Licensee from violating the provisions of this Agreement.  Nothing herein shall prohibit Producer from pursuing any other available legal or equitable remedy from such breach or threatened breach, including but not limited to the recovery of damages from the Licensee. The Licensee shall be responsible for all costs, expenses or damages that Producer incurs as a result of any violation by the Licensee of any provision of this Agreement.  Licensee’ obligation shall include court costs, litigation expenses, and reasonable attorneys' fees.
  1. Warranties, Representations and Indemnification:
    1. Licensee hereby agrees that Licensor has not made any guarantees or promises that the Beat fits the particular creative use or musical purpose intended or desired by the Licensee. The Beat, its sound recording, and the underlying musical composition embodied therein, are licensed to the Licensee “as is” without warranties of any kind or fitness for a particular purpose.
    2. Producer warrants and represents that he has the full right and ability to enter into this agreement, and is not under any disability, restriction, or prohibition with respect to the grant of rights hereunder.  Producer warrants that the manufacture, sale, distribution, or other exploitation of the New Song hereunder will not infringe upon or violate any common law or statutory right of any person, firm, or corporation; including, without limitation, contractual rights, copyrights, and right(s) of privacy and publicity and will not constitute libel and/or slander.  Licensee warrants that the manufacture, sale, distribution, or other exploitation of the New Song hereunder will not infringe upon or violate any common law or statutory right of any person, firm, or corporation; including, without limitation, contractual rights, copyrights, and right(s) of privacy and publicity and will not constitute libel and/or slander. The foregoing notwithstanding, Producer undertakes no responsibility whatsoever as to any elements added to the New Song by Licensee, and Licensee indemnifies and holds Producer harmless for any such elements.  Producer warrants that he did not “sample” (as that term is commonly understood in the recording industry) any copyrighted material or sound recordings belonging to any other person, firm, or corporation (hereinafter referred to as “Owner”) without first having notified Licensee. Licensee shall have no obligation to approve the use of any sample thereof; however, if approved, any payment in connection therewith, including any associated legal clearance costs, shall be borne by Licensee. Knowledge by Licensee that “samples” were used by Producer which were not affirmatively disclosed by Producer to Licensee shall shift, in whole or in part, the liability for infringement or violation of the rights of any third party arising from the use of any such “sample” from Producer to Licensee.
    3. Parties hereto shall indemnify and hold each other harmless from any and all third party claims, liabilities, costs, losses, damages or expenses as are actually incurred by the non-defaulting party and shall hold the non-defaulting party, free, safe, and harmless against and from any and all claims, suits, demands, costs, liabilities, loss, damages, judgments, recoveries, costs, and expenses; (including, without limitation, reasonable attorneys' fees), which may be made or brought, paid, or incurred by reason of any breach or claim of breach of the warranties and representations hereunder by the defaulting party, their agents, heirs, successors, assigns and employees, which have been reduced to final judgment; provided that prior to final judgment, arising out of any breach of any representations or warranties of the defaulting party contained in this agreement or any failure by defaulting party to perform any obligations on its part to be performed hereunder the non-defaulting party has given the defaulting party prompt written notice of all claims and the right to participate in the defense with counsel of its choice at its sole expense. In no event shall Artist be entitled to seek injunctive or any other equitable relief for any breach or non-compliance with any provision of this agreement. 
  1. Miscellaneous: This Agreement constitutes the entire understanding of the parties and is intended as a final expression of their agreement and cannot be altered, modified, amended or waived, in whole or in part, except by written instrument (email being sufficient) signed by both parties hereto. This agreement supersedes all prior agreements between the parties, whether oral or written. Should any provision of this agreement be held to be void, invalid or inoperative, such decision shall not affect any other provision hereof, and the remainder of this agreement shall be effective as though such void, invalid or inoperative provision had not been contained herein. No failure by Licensor hereto to perform any of its obligations hereunder shall be deemed a material breach of this agreement until the Licensee gives Licensor written notice of its failure to perform, and such failure has not been corrected within thirty (30) days from and after the service of such notice, or, if such breach is not reasonably capable of being cured within such thirty (30) day period, Licensor does not commence to cure such breach within said time period, and proceed with reasonable diligence to complete the curing of such breach thereafter. This agreement shall be governed by and interpreted in accordance with the laws of the State of New York applicable to agreements entered into and wholly performed in said State, without regard to any conflict of laws principles.  You hereby agree that the exclusive jurisdiction and venue for any action, suit or proceeding based upon any matter, claim or controversy arising hereunder or relating hereto shall be in the state or federal courts located in the State and County of New York. You shall not be entitled to any monies in connection with the Master(s) other than as specifically set forth herein.  All notices pursuant to this agreement shall be in writing and shall be given by registered or certified mail, return receipt requested (prepaid) at the respective addresses hereinabove set forth or such other address or addresses as may designated by either party.  Such notices shall be deemed given when received.  A copy of all such notices sent to Producer shall be concurrently sent to Sedlmayr & Associates, P.C., 489 Fifth Avenue, 30th Floor, New York, New York 10017, Attn.: Sebastian Zar, Esq..  Any notice mailed will be deemed to have been received five (5) business days after it is mailed; any notice dispatched by expedited delivery service will be deemed to be received two (2) business days after it is dispatched.  YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THIS AGREEMENT AND HAVE BEEN ADVISED BY US OF THE SIGNIFICANT IMPORTANCE OF RETAINING AN INDEPENDENT ATTORNEY OF YOUR CHOICE TO REVIEW THIS AGREEMENT ON YOUR BEHALF.  YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE HAD THE UNRESTRICTED OPPORTUNITY TO BE REPRESENTED BY AN INDEPENDENT ATTORNEY.  IN THE EVENT OF YOUR FAILURE TO OBTAIN AN INDEPENDENT ATTORNEY OR WAIVER THEREOF, YOU HEREBY WARRANT AND REPRESENT THAT YOU WILL NOT ATTEMPT TO USE SUCH FAILURE AND/OR WAIVER as a basis to avoid any obligations under this agreement, or to invalidate this agreement or To render this agreement or any part thereof unenforceable. This agreement may be executed in counterparts, each of which shall be deemed an original, and said counterparts shall constitute one and the same instrument.  In addition, a signed copy of this agreement transmitted by facsimile or scanned into an image file and transmitted via email shall, for all purposes, be treated as if it were delivered containing an original manual signature of the party whose signature appears thereon and shall be binding upon such party as though an originally signed document had been delivered.  Notwithstanding the foregoing, in the event that you do not sign this Agreement, your acknowledgement that you have reviewed the terms and conditions of this Agreement and your payment of the License Fee shall serve as your signature and acceptance of the terms and conditions of this Agreement.

Exclusive Lease

THIS LICENSE AGREEMENT is made on Tue, 21 May 2019 07:00:41 -0400 ("Effective Date") by and between Licensee (hereinafter referred to as the "Licensee") also, if applicable, professionally known as Licensee, and FERRANDIZ Cédric."DaYell BeatZ"  (hereinafter referred to as the "Licensor"). Licensor warrants that it controls the mechanical rights in and to the copyrighted musical work entitled The Beat Title (Contract Preview Only) ("Composition") as of and prior to the date first written above. The Composition, including the music thereof, was composed by FERRANDIZ Cédric ("Songwriter") managed under the Licensor.

All licenses are non-refundable and non-transferable.

 

Master Use.

The Licensor hereby grants to Licensee an exclusive license (this "License) to record vocal synchronization to the Composition partly or in its entirety and substantially in its original form ("Master Recording")

 

Mechanical Rights.

The Licensor hereby grants to Licensee an exclusive license to use Master Recording in the reproduction, duplication, manufacture, and distribution of phonograph records, cassette tapes, compact disk, digital downloads, other miscellaneous audio and digital recordings, and any lifts and versions thereof (collectively, the "Recordings", and individually, a "Recordings") worldwide for unlimited copies of such Recordings or any combination of such Recordings, condition upon the payment to the Licensor a sum of {5000} US Dollars (${5000}), receipt of which is confirmed. Additionally licensee shall be permitted to distribute unlimited internet downloads for non-profit and non-commercial use.

 

Performance Rights.

The Licensor here by grants to Licensee an exclusive license to use the Master Recording in unlimited for-profit performances, shows, or concerts.

 

Broadcast Rights.

The Licensor hereby grants to Licensee an exclusive license to broadcast or air the Master Recording in unlimited amounts of radio stations.

 

Credit.

Licensee shall acknowledge the original authorship of the Composition appropriately and reasonably in all media and performance formats under the name "FERRANDIZ Cédric" in writing where possible and vocally otherwise.

 

Synchronization.

Licensee may exploit and monetize from licensee's unique derived work(s) of composition for use on TV, Film, Video game or other synchronous projects. Licensee may represent other publishing owners of the original composition for exploitation and have full authority of granting non-exclusive license for synchronization use as long as credit and publishing information is provided to such agency.

 

Consideration.

In consideration for the rights granted under this agreement, Licensee shall pay to licensor the sum of {5000} US dollars ($400) and other good and valuable consideration, payable to "FERRANDIZ Cédric", receipt of which is hereby acknowledged. If the Licensee fails to account to the Licensor, timely complete the payments provided for hereunder, or perform its other obligations hereunder, including having insufficient bank balance, the licensor shall have the right to terminate License upon written notice to the Licensee. Such termination shall render the recording, manufacture and/or distribution of Recordings for which monies have not been paid subject to and actionable infringements under applicable law, including, without limitation, the United States Copyright Act, as amended.

 

Indemnification.

Accordingly, Licensee agrees to indemnify and hold Licensor harmless from and against any and all claims, losses, damages, costs, expenses, including, without limitation, reasonable attorney's fees, arising of or resulting from a claimed breach of any of Licensee's representations, warranties or agreements hereunder.

 

Audio Samples.

3rd party sample clearance is the responsibility of the licensee.

 

Miscellaneous.

This license is non-transferable and is limited to the Composition specified above.

 

Governing Law.

This License is governed by and shall be construed under the law of the MI France, without regard to the conflicts of laws principles thereof.

- Licensee, owns 50% of publishing rights.

- FERRANDIZ Cédric, owns 50% of publishing rights

- Licensee, owns 50% of publishing rights.

- FERRANDIZ Cédric, owns 50% of publishing rights

CREDIT AGREEMENT

Credit must always be given to ‘DaYellBeatZ (Ferrandiz Cédric)’ in written form, for example ‘Beat by DaYellBeatZ’. By making a purchase of any kind or downloading demo beats, tagged beats, etc. or any similar content, the customer declares that he will give credit to the producer where possible in a written form (cd cover/booklet, song or video descriptions, youtube videos, file-names, mixtapes, albums, singles, remixes, social network pages such as facebook, music sites such as soundcloud, reverbnation, etc.). Proper credit is given as follows: (Example credits: ‘Beat prod. by DaYellBeatZ (Ferrandiz Cédric)' or ‘Beat by DaYellBeatZ' … Music © 2018 All rights reserved. Used under license. Any displayed or downloadable files such as mp3s, wav files, etc. must include ‘Beat by DaYellBeatZ within the file name. If beat-composition(s) and/or licensed material contain(s) any pre-recorded and mixed/embedded hook(s) (also known as chorus) by an artist (singer/rapper), the name of the artist is listed and can be found in the filename(s) or purchased items and on our website. If there is doubt about an artist’s name, you, the licensee or person entering into this agreement bound to the terms and conditions, has the responsibility to contact us for this information. In case a beat-composition contains such (a) hook(s), all credit as needed for ‘DaYell BeatZ (Ferrandiz Cédric)’ is also needed to be given in written form as follows (‘Hook by Artistname’ or ‘featuring Artistname’). All hooks come royalty free as DaYellBeatZ (Ferrandiz Cédric) owns full commercial/profitable rights to them. Beats with hooks being displayed as ‘instrumentals wth hooks’ are treated just like all other beat-compositions in regards of licensing and registrations in the terms & conditions. All artists that may be appearing on beats and performing hooks have been paid upfront for their work as ‘work for hire’ and are legally qualified to enter into this agreement without further agreement(s). No further license documentation by DaYellBeatZ (Ferrandiz Cédric) is required for proof of legal correctness.

PAYMENTS

DaYellBeatZ (Ferrandiz Cédric) accepts PayPal, Major Credit Card Payments, Western Union and Bank transfers. All payments are to be paid or are paid upfront before delivery of the product. E.g. this means at the same time that services or products by DaYellBeatZ (Ferrandiz Cédric) will only be delivered after receiving the payment(s), never upfront. Payments that are still pending and not being credited yet need to be credited first before delivery! Payment plans for services and products, can be set up individually. A verbal or written separate individual agreement therefore is necessary. Payment plans can vary from 2-6 payment steps, at least ¼ of the total price of the service(s)/product(s) needs to be paid upfront as a down-payment. If the customer does not fulfil his payment-plan obligations and does not complete the payment plan or keep up with the agreed payment rates and dates, there will be no refund of any payments made, due to the administrative work and possible financial losses. The beat will become available again for sale and the customer will keep a professional lease to the concerned beat(s), in case the payment(s) he made, cover at least the amount necessary for this type of license! Beats that are being paid with payment plans will be put and marked ‘on hold’ on our website(s) and marketplaces, and may no longer be sold with exclusive rights, but may still be leased to multiple customers at the same time until the last payment step of the payment plan has been completed and the total amount of all items/services/products has been paid off. In case of a money-refund by any of the parties, the issued contract becomes invalid. Payments that are in any form held, refunded, cancelled or incorrect, by any of the parties, result that the issued contract(s)/license agreement(s) and all of the granted rights therein become invalid and reversed.

PUBLIC PERFORMANCES (Shows/Videos/Streams/Radio-and TV-airplay)

Public performances are ‘live shows’, ‘live video streams’, ‘videos’, ‘audio streams’, ‘radio airplay’, tv airplay’ and ‘film music’ either as just music (standalone) or music in a movie, tv- or video-commercial, spot, etc. Non-profitable live performances or public performances (non profitable live shows, non profitable video streams, non-profitable audio streams) are allowed for any license type, without limitation in amount of performances. Profitable performances are only allowed with premium leasing rights, professional leasing rights, unlimited leasing rights and/or exclusive rights. See appropriate/specific license description and terms. The only license allowing unlimited public performances of any kind, is unlimited leasing rights and/or exclusive rights. TV- and radio-airplay or streams are only allowed for professional leasing rights, unlimited leasing rights and/or exclusive rights. Profitable live shows or monetized videos are allowed for any license higher than standard leasing rights (see restrictions in points 2-7). All profitable public performances as well as allowed sales units, if applicable for license type, are royalty-free, this means licensee keeps 100% earnings/profits made – exception: rules for rotations/streams as defined in point (4) PROFESSIONAL LEASING RIGHTS.

YOUTUBE VIDEOS (Content ID)

The licensor maintains the unlimited, worldwide rights to register his beat-compositions with a content-ID program/institution such as AdRev, etc. (if you have questions about content ID or AdRev, please google ‘Content ID’ and ‘AdRev’) and be the sole administrator of youtube rights using such a content ID program. This is necessary and entitles licensor to maintain the administrative and legislative rights to the beat-composition, in order to be able to ensure non-exclusive and exclusive license owners administrative guidance and license-warranties. The main purpose is to stop people from stealing beats and using/monetizing them in videos without owning a license. What AdRev does is scan youtube videos for audio material produced by DaYellBeatZ (Ferrandiz Cédric) and automatically sends a copyright claim, which blocks your videos from monetization temporarily. Don’t worry! This claim is more a notification and will NOT harm your channel or video, nor does it force you to take down the video(s), the only thing it does, is disable the monetization option temporarily. Your video will keep playing without any other limitations. Anyone using free downloads and tagged demo downloads in videos on youtube can ignore this copyright notification as it doesn’t stop your video from playing and monetization wouldn’t be allowed for non-licensed beats at all (if monetization is desired, you can purchase a premium leasing rights license or higher if beat is still available). IMPORTANT! – All license owners need to send us their link(s) to their video(s) and details of purchase so we can put their video(s) on the whitelist and remove the copyright claim within 24 hours – please send details/links to: dayell87@gmail.com including your full name, link to video(s) and/or email address used for purchase. This is the exact message you might receive: Due to a copyright claim, you are no longer monetizing the following YouTube video. It is still playable on YouTube, but the copyright owner could choose to show ads on it.It may therefore be possible that you receive a copyright claim on youtube videos, even if you own a license. As listed above, please follow the instructions written in bold! Using a content ID program is the only way we can assure that only people with an appropriate beat-license are monetizing their videos rightfully and legally on youtube. It also protects your videos from receiving fraudulent claims by third parties that claim to own the administrative rights to the beats. If you have any questions concerning this issue, feel free to contact us anytime via email and we will respond in 24 business hours.

DELIVERY

Products, files and documents are delivered electronically via an automatic system if purchased via our instant delivery store, and also manually within a delivery time frame of 24 business hours if purchased any other way. All products, files and documents are delivered electronically via e-mail as download links, hosted through a file-sending service such as sendspace.com, license agreement(s) may be sent as attached pdf-file(s). No tangible/physical copies will be delivered via postal mail for non-exclusive rights licenses, upon request, we send tangible/physical copies in form of a printed license-agreement/receipt and a CD/DVD containing the files to the product(s) via postal mail, in case it’s an exclusive rights purchase or custom beat production. Please check your spam and junk folders if you don’t find our e-mails in your inbox. Make sure you don’t block pop-up windows in your browser or links in your email provider/software. If links are not clickable, copy and paste the link(s) in the address bar of your browser. If you experience any issues with download links, please try a different browser or computer/device. Most mobile phones and devices are not capable of downloading and saving files, in order to download the files/documents properly, please use a desktop computer such as a PC, Mac, Laptop or Macbook.

GENERAL TERMS AND CONDITIONS

The license agreement(s) do not need to be signed by the customer(s)/licensee(s) and automatically become legally valid and active with purchase (payment needs to be fully credited) and receipt of purchased items. As displayed on our website, customer automatically agrees to all registrations/content that are listed in the terms & conditions, and enters this agreement with purchase. By making a payment, the customer (licensee) declares that he is fully aware of the entire content listed in the terms and conditions, he fully accepts and agrees to them. Full Terms are listed on our official web-page www.fivecrowns-studio.com/terms-conditions/ and in form of buttons located on our official beatstars page. In case of possible changes in any of the listed points, or should one point become invalid or adjusted, all other points in the the terms and conditions stay unaffected and are still valid. Previously sold licenses and granted rights stay unaffected by future changes to the terms and conditions. DaYellBeatZ (Ferrandiz Cédric) has the legal right, but never the duty, to re-buy exclusive rights from the current exclusive rights license holder, for any amount of money, if the exclusive rights license holder agrees to it and wants to re-sell his exclusive rights back to the licensor. Interested parties, customers/clients, and licensees/license holders have the full responsibility to read the terms and conditions before making a purchase, and check for updates and/or changes in the terms and conditions on our website www.fivecrowns-studio.com and www.fivecrowns-studio.com/terms-conditions . DaYellBeatZ (Ferrandiz Cédric) (also known as ‘DaYell’ and ‘DaYell BeatZ’) is not obliged for addressing any changes in the terms and conditions publicly at any time or in any form. This company’s legal domicile is Nieul / France (Europe). For any point listed in this written agreement, any restrictions thereof and the general legal relationship, French Law is applicable in any case. If a beat contains sampled material, the sample-clearing of itself needs to be done by the customer(s)/licensee(s), never by DaYellBeatZ (Ferrandiz Cédric)  The customer(s)/licensee(s) understand(s) that they are responsible for clearing all samples that they choose to use and that the licensor cannot and will not be held liable for the misuse of any sampled material that the licensee uses in conjunction with the original instrumental composition that is being licensed in this agreement. The licensee(s) understand(s) and accept(s) that he/they only paid for the production work of the producer. The licensor does not claim to have/own any rights on any sampled material. Under no circumstances is a customer/licensee allowed to re-sell the beat itself or any modifications thereof, nor transfer the rights to the beat composition in any form to a third party, except for what is listed in the applicable license descriptions (specifically point 2-6 and all other restrictions). Rights that are given to a customer are not transferable and non-refundable, if a customer/licensee features another or other artist(s), not listed as license holders in his license agreement by date of purchase, the issued rights to the beat-composition for use in licensee’s/customer’s song(s), featuring the concerned artist(s), are non-transferrable to other’s and non-splittable, for any kind of non-exclusive license(s) and remain bound strictly and solely to customer/licensee. Exclusive Rights license owners may split rights, transfer rights or share rights to the beat-composition in use of their song(s), by setting up an individual written agreement which needs licensor’s approval at his sole discretion in signed form. If any additional license agreement(s), new license agreement(s), or changes to (a) current license agreement(s), or any concerned additions/adjustments, etc. are desired, license agreement(s) or contract(s) must include these terms and conditions and refer to the points/content, listed in these terms and conditions in order to blend in with all required and necessary information/registrations for any license type, warranties, and general terms and conditions. All orders are final and cannot be changed/altered/adjusted/refunded afterwards, without licensor’s approval. No matter if exclusive rights or any other licenses are sold to a beat, DaYellBeatZ (Ferrandiz Cédric) will always be allowed to use that beat for own promotional uses, without limitation, worldwide and throughout the universe, without terminability. Therefore all beats sold exclusively may stay on the webpage or any websites and marketplaces they were offered, if licensor decides to. Download and license/purchase options to exclusively sold beats (exclusive rights) will be removed and the beat will be marked as ‘sold’ and become unavailable for any form of future licensing, except for non-exclusive license upgrading as defined in point (2) – point (6) for active non-exclusive license owners. Customer(s)/Licensee(s) may edit/alter the length of a beat, mixing/mastering of a beat (use of effects, change of volumes/levels, etc.), and general modifications, such as structure of instrumentation (seperate tracklines), as they see fit, as long as they own a license to the beat and do not change the sound-structure of the beat itself, so that the beat becomes unrecognizable (e.g. only using drums or only using less than 70% of the entire sounds/instruments included in the original beat composition). It is also not allowed to use any parts, melodies, instruments, sounds, drum arrangements, etc. of the original instrumental composition for use in other compositions in a competitive product (for example: remixes or sampled music/beats) without written consent and licensor’s approval. Remixes using any material of the original beat composition, or musical versions covering the original beat composition, played with live instruments (orchestra, band, etc.) are only allowed for professional leasing rights license owners (non-profitable use or as defined in their public performance rights specifications) or for exclusive rights license owners (unlimited profitable use), in both cases only with written consent or a verbal agreement and licensor’s approval. After the delivery of the beat, DaYellBeatZ (Ferrandiz Cédric) will be unbound of any further responsibilities and legal obligations to the customer(s)/licensee(s), and legally freed of any further duties. Musical Composition(s)/Beat(s) by DaYellBeatZ (Ferrandiz Cédric) may NOT be uploaded on any website, marketplace or distributed in any form without his permission and written consent. DaYellBeatZ (Ferrandiz Cédric) is not responsible for any other website(s), marketplace(s), companie(s) or person(s) claiming to sell his beats and owning rights to them, nor is DaYellBeatZ (Ferrandiz Cédric) legally responsible, nor liable/amenable for any damage, harm, financial losses or legal issues, caused by anybody abusing, disregarding or disrespecting the listed terms and conditions. Anyone found to be abusing and violating these terms and conditions or any other legal aspect concerning DaYellBeatZ (Ferrandiz Cédric) music, content, or physical and/or intellectual property, will likely face a law suit and criminal punishment and be held responsible for copyright infringement.

DRUM KITS / SOUNDS

All products sold as ‚drum-kits, drum-packs‚ drum-sounds‚ one-shots’, ‚sounds’, ‚sound–packs‚ libraries‚ expansions‚ plug-ins etc. on our page are royalty free. This means that you buy the non-exclusive rights to use them freely in any sound/audio and/or audiovisual production without additional compensation to DaYellBeatZ (Ferrandiz Cédric).  You may not distribute, sell, assign, license or otherwise transfer any of the sounds or kits except as incorporated in a production. You may not distribute the sounds or loops without the production of music and/or vocal production added or provide instruction as to how to extract the sounds or loops from a production. There will be no refunds for drum-kits in case you don’t like the sounds. All drum samples have been professionally processed and we always deliver high quality products. The demo sounds in the small sample package can be downloaded for free to check the quality and format of the files and can be used for any production purpose on any medium. You may not re-sell or distribute the free sample-drum-sounds in any form on any website. You may not distribute the sounds or loops, either in native format or reformatted, filtered, re-synthesized or otherwise edited for use as sounds, multi-sounds, samples, loops, multi-samples in a sampler, sample playback unit, web site, computer or other media.

PRIVACY POLICY / DIGITAL DOWNLOAD POLICY / LIMITATION ON LIABILITY / TRADEMARKS AND COPYRIGHTS

We do not give out your information to anyone outside of our business and it is held privately on a secure server. We do not spam or overflow your inbox and will contact you between twice to four times a month with information regarding DaYell Beats. By signing up to our mailing list, purchasing an item from us or becoming a member, you acknowledge you are on our mailing list as a recipient of our news and updates. Of course you may opt out and unsubscribe our newsletter at any time without need of sending us a message. All of our purchases and business activity is handled through PayPal and their secure servers or through national/international banks or institutions. DaYellBeatZ (Ferrandiz Cédric) does not see, use, or know your financial information and we never ask for it. Your information remains private, period. We are not responsible for any damages incurred by malicious attacks on the internet. All items marked for sale on this website and marketplaces we offer our products are for digital download only. We do not deliver any physical goods to you for purchases. As a result, all sales on digital downloadable goods are final and we cannot offer a refund for something we cannot take back. In rare cases of duplicate purchases, or other rare circumstances, we will match what you paid with an item of equal or similar value. Every circumstance is different and will be dependent upon review on outcomes of the situation at hand. DaYellBeatZ (Ferrandiz Cédric) and ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS AND CONTENT PROVIDERS WILL NOT BE LIABLE FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING LOSS OF REVENUE OR INCOME, PAIN AND SUFFERING, EMOTIONAL DISTRESS, OR SIMILAR DAMAGES, EVEN IF ADaYellBeatZ (Ferrandiz Cédric) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Trademarks, service marks, logos, and copyrighted works appearing on this site are the property of DaYellBeatZ (Ferrandiz Cédric) or the party that provided the trademarks, services marks, logos, and copyrighted work. DaYellBeatZ (Ferrandiz Cédric) and any party that provided trademarks, service marks, logos, and copyrighted works retain all rights with respect to any of their respective trademarks, service marks, logos, and copyrighted works appearing in this site.

All contents of our websites are: Copyright 1998-2018 DaYellBeatZ (Ferrandiz Cédric). All rights reserved

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DaYell BeatZ

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Hébergeur : oneprez

Copyright 1998 DaYell BeatZ ©

Toute reproduction interdite sans l'autorisation de l'auteur. (  DAYELL BEATZ )