The following Non-Exclusive “Promo Lease” License Agreement (the “Agreement”), effective as of the date and time of purchase from, by and between Bamrock Entertainment LLC p/k/a Red 13 Beats (the “Licensor”) on behalf of [Producer Name] (the “Producer”), and the Licensee (“You” or “Licensee”), shall set forth the terms and conditions of the Licensee’s use, and the rights granted in, the Red 13 Beats instrumental music file entitled [Beat Title] (the “Beat”) in consideration for the Licensee’s payment of $9.99 (the “License Fee”), on a so-called “Promo Lease” basis.

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 shall make payment of the License Fee to Licensor on the date of this Agreement. All rights granted to Licensee by Licensor in the Beat are conditional upon Licensee’s timely payment of the License Fee. The License Fee is a one-time payment for the rights granted to Licensee and this Agreement is not valid until the License Fee has been paid.

  2. Delivery of the Beat:

    1. Licensor agrees to deliver the Beat as a high quality producer-tagged 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 as a direct download link and via email, to the email address Licensee provided to Licensor.

  3. Term: The Term of this Agreement shall be two (2) years and this license shall expire on the two (2) year anniversary of the Effective Date. Upon expiration of this License, Licensee shall have to pay an additional License Fee for continued use of the Beat.

  4. Use of the Beat:
    1. In consideration for Licensee’s payment of the License Fee, the Licensor hereby grants Licensee a limited non-exclusive, non transferable license and the right to incorporate, include and/or use the Beat in the preparation of one (1) new song. Licensee may create the new song by recording its written lyrics over the Beat. The new song 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 Licensor 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 an unlimited amount of non profit promotional purposes including, but not limited to, a non-monetized release in single format,  inclusion in a free mixtape or free compilation of music bundled together (EP or album), and/or promotional, non-monetized digital streaming (on Soundcloud, for example);

      2. Licensee may perform the New Song publicly at unpaid (non profit) live performances (i.e. concert, festival, nightclub 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 “Music Video”). In the event that the New Song itself is longer than five (5) minutes in length, the Music Video may not play for longer than the length of the New Song. The Music Video may be uploaded to the internet for unlimited non-monetized 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 must create a New Song (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.

  5. 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 in no way sell or monetize the Beat in its original form. Any sale or monetized stream or view of the Beat in its original form shall be a material breach of this Agreement and the Licensee shall be liable to pay any and all monies received to Licensor immediately. Licensee shall also be liable to the Licensor for damages as provided hereunder. This license expressly FORBIDS resale or other distribution of Licensor products in any form, either as they exist or any modification thereof. The Licensee SHALL NOT sell, loan, rent, lease, assign, remix, or rearrange any of the products sold or their rights under Licensor to another user (i.e. - record label, production company, or producer), or for use in any competitive product.

    3. Licensee shall not be permitted to publicly perform the New Song in any paid live performances (i.e. concert, festival, nightclub, etc…).

    4. Licensee shall not be permitted to broadcast the New Song on any terrestrial, satellite radio, and/or internet radio via third party streaming services now known or developed in the future (Pandora, Spotify Radio, YouTube, etc…)

    5. 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) Music 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.

    6. 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”.

    7. 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.

    8. THE LICENSEE IS EXPRESSLY PROHIBITED FROM REGISTERING THE BEAT AND/OR NEW SONG WITH ANY CONTENT IDENTIFICATION SYSTEM. The purpose of this restriction is to prevent you from receiving a copyright infringement takedown 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.

    9. 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.

    10. Any usage not explicitly allowed by this license, including but not limited to any usage by an unlicensed individual or organization, will be prosecuted.

  6. Ownership:

    1. Licensor is and shall remain the sole manager 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 producers under contract with Licensor. Nothing contained herein shall constitute an assignment by Licensor 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 Licensor. Licensee will, upon request, execute, acknowledge and deliver to Licensor such additional documents as Licensor may deem necessary to evidence and effectuate Licensor’s rights hereunder, and Licensee hereby grants to Licensor 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 the same within five (5) days after so requested by Licensor.

    2. For the avoidance of doubt, Licensee does 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.

    3. With respect to the publishing rights and ownership of the underlying composition embodied in the New Song, the Licensee and the Licensor hereby acknowledge and agree that the underlying composition shall be owned/split as follows:

      1. You shall own and control Fifty Percent (50%) of the so-called “Writer’s Share” of the underlying composition.

      2. [Producer Name] [(Producer PRO)] shall own and control Fifty Percent (50%) of the so-called “Writer’s Share” of the underlying composition.

      3. Red 13 Beats Publishing (BMI) shall own and control One Hundred Percent (100%) of the so-called “Publisher’s Share” of the underlying composition.

      4. In the event that Licensee wishes register their interests and rights to the underlying composition of the New Song with their Performing Rights Organization (“PRO”), Licensee must simultaneously identify and register the Licensor’s and 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 that Licensor owns 100% of the Publisher’s share of the New Song.

    4. 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.

  7. 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, Licensor or any person, firm, or corporation in which Producer or LIcensor has a direct or indirect interest, then such selection and/or musical composition shall be hereinafter referred to as a “Controlled Composition”. Licensor 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.

  8. Credit: Licensee shall have the right to use and permit others to use Licensor and Producer’s approved name, approved likeness, and other approved identification and approved biographical material concerning the Licensor and 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 and Licensor are 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 and/or Licensor, 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 [Producer Name] @ Red 13 Beats”.

  9. Licensor’s Option: Licensor shall have the option, at Licensor’s sole discretion, to terminate this License at any time within two (2) years of the date of this Agreement upon written notice to 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.

  10. Breach by Licensee:

    1. Licensee shall have five (5) business days from its receipt of written notice by Licensor and/or Licensor’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 Licensor’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 Licensor 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 gives rise to irreparable injury to Licensor, 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, Licensor 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 Licensor 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 Licensor incurs as a result of any violation by the Licensee of any provision of this Agreement. Licensee’s obligation shall include court costs, litigation expenses, and reasonable attorneys' fees.

  11.  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. Licensor warrants and represents that it 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.  Licensor 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, Licensor undertakes no responsibility whatsoever as to any elements added to the New Song by Licensee, and Licensee indemnifies and holds Licensor harmless for any such elements.  Licensor warrants that Producer 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 Licensor 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 Licensor and/or 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 Licensee be entitled to seek injunctive or any other equitable relief for any breach or non-compliance with any provision of this agreement.

  12. Governing Law/Jurisdiction/Venue:  The Agreement shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Massachusetts (excluding choice of law principles). The exclusive jurisdiction and venue for any disputes arising under this Agreement shall be within the state and/or Federal courts within the Commonwealth of Massachusetts and all members agree to submit to such jurisdiction and venue.

  13. Severability: In the event a court of competent jurisdiction finds any provision of this Agreement to be unlawful, the provision shall be deemed limited to the extent necessary to make it enforceable and the remainder of the Agreement shall remain in full force and effect.