Exclusive License
The exact terms you accept at checkout. Your beat, your name and your order date are filled in on the copy you receive; here they stand in as the bracketed references below.
EXCLUSIVE LICENSE AGREEMENT
SchoenerBeats — schoenerbeats.com
LICENSE CERTIFICATE — This executed copy is issued to the Licensee named below; verify it any time at schoenerbeats.com/verify with the License ID.
Licensee: completed automatically on purchase
Email: completed automatically on purchase
Order: completed automatically on purchase
Order date: completed automatically on purchase
License ID: assigned on purchase (SB-<order number>)
This Exclusive License Agreement (the "Agreement") is entered into and effective as of the date of the order placed through the Producer's store at schoenerbeats.com (the "Order"; its date, the "Effective Date"), by and between SchoenerBeats (the "Producer"), and the individual or entity identified as the purchaser of record on the Order (the "Artist" or "Licensee"). The Order confirmation and receipt email evidence the Licensee's identity, the Effective Date, and payment of the License Fee. This Agreement sets forth the terms and conditions of the Licensee's use of, and the rights granted in, the Producer's instrumental music file entitled "the SchoenerBeats beat shown on the page you came from" (the "Beat"), in consideration for the Licensee's payment of ten thousand ($10,000) US Dollars (the "License Fee"), on an EXCLUSIVE basis.
1. GRANT OF LICENSE. In return for payment of the License Fee, the Producer grants the Artist an exclusive, non-transferable license to use the Beat to create and exploit unlimited new recordings (the "Tracks"), throughout the world and without limit on volume, subject to the terms set out below.
2. SELLER AND PAYMENT PROCESSING. The Beat is sold by the Producer directly, through the Producer's own store at schoenerbeats.com. The Producer is the seller and the merchant of record for the transaction. Payment details are handled by Stripe, Inc. and its affiliates acting solely as the Producer's payment service provider; Stripe is not a party to this Agreement, is not a reseller, and grants no rights in the Beat. The Producer is a small business within the meaning of § 19 UStG (German Value Added Tax Act) and therefore charges no value added tax; the License Fee is the full amount payable. Where the Producer is required by law to collect a tax on a sale, that amount is stated separately on the Order.
3. FILES DELIVERED. The Producer shall deliver the Beat as a 320 kbps MP3 and a 24-bit / 48 kHz WAV, the industry-standard delivery formats, together with the complete Trackout — every instrument bounced out as its own full-length WAV track (the "Trackout"). Any higher resolution the Artist requires is available from the Producer on request, free of charge.
4. TERM. This license is granted in perpetuity from the Effective Date, for the full term of copyright including any renewals and extensions.
5. EXCLUSIVITY. The Producer shall promptly remove the Beat from sale on all platforms following execution of this Agreement and shall not grant any further licenses (exclusive or non-exclusive) to the Beat after the Effective Date. The Artist acknowledges that the Beat may have been previously licensed on a non-exclusive basis to other parties ("Outstanding Licenses") prior to this Agreement. All Outstanding Licenses shall remain in full force and effect according to their original terms.
6. SCOPE OF USE. This license includes all broadcasting and synchronization rights in the Tracks worldwide and without limitation, including but not limited to:
(a) unlimited for-profit downloads, physical sales, and digital sales;
(b) unlimited audio and video streams across all platforms;
(c) unlimited music videos, including monetized music videos;
(d) unlimited radio play (terrestrial, satellite, and internet);
(e) unlimited television and streaming-service broadcast;
(f) synchronization in audiovisual works including film, television, advertising, video games, and theatrical productions;
(g) algorithmic radio and curated playlists;
(h) public performance in any venue or medium;
(i) any other broadcasting or synchronization use whether now known or hereafter devised.
Modification of the Beat is limited as set out in Section 7.
7. MODIFICATION OF THE BEAT. The Beat is delivered as a finished creative work bearing the Producer's name in credit. The Artist acknowledges that the Producer's professional identity and reputation are tied to the integrity of any released version. Accordingly, modification of the Beat is restricted as follows: classic mixing and mastering operations within reasonable limits (EQ, compression, saturation, level adjustments) are permitted, including standard mixing of the individual Trackout tracks; however, any modification that materially alters the character, arrangement, length, tempo, or pitch of the Beat — or any extreme or distortive application of mixing/mastering tools that has the same effect — is prohibited. Any released Track must remain recognizable as containing the Producer's Beat as originally delivered.
8. MODIFICATION BREACH REMEDY. Upon any modification breach pursuant to Section 7, the Artist shall: (i) immediately, and in any event within fourteen (14) days of notice from the Producer, remove the affected Track from all distribution, streaming, and broadcast platforms worldwide; (ii) cease all further use of the Beat in modified form; and (iii) pay to the Producer the agreed liquidated damages of five hundred ($500) US Dollars as Vertragsstrafe pursuant to §§ 339-345 BGB. Payment of the Vertragsstrafe shall not constitute consent to continued use of the modified version, cure of the breach, or waiver of any of the Producer's rights.
9. PUBLISHING.
(a) TWO SEPARATE WORKS. The Beat is the Producer's own preexisting musical work and sound recording and remains one hundred percent (100%) the Producer's. Any lyrics, vocal melody, or other original creative elements the Artist composes for a Track are the Artist's own work. The Beat and the Artist's contribution are separately exploitable works joined for common exploitation by this Agreement (verbundene Werke, § 9 UrhG); they do not merge into a single work of joint authorship.
(b) THE PRODUCER'S SHARE. In the resulting musical work embodied in each Track — the combination of the Beat and the Artist's contribution — the Producer holds a fifty percent (50%) share of the Writer's Share and a fifty percent (50%) share of the Publisher's Share, and shall receive that income directly from the applicable collection society. The Artist holds the remainder.
(c) THE PRODUCER MAY REGISTER. The Artist irrevocably authorises the Producer to register each resulting musical work and the shares set out in (b) with the Producer's collection society (GEMA in Germany) and with any other collection society, naming the Artist as co-author, and confirms the Artist's consent to those shares for the purposes of any declaration or form such a society requires.
(d) THE ARTIST SHALL ALSO REGISTER. The Artist shall register each resulting musical work and the Producer's share, on the Producer's behalf, at the collection society in the Artist's home territory. This obligation applies whether or not the Artist registers an interest of their own.
(e) RELEASE DETAILS. Within thirty (30) days of any release of a Track, the Artist shall notify the Producer in writing of the release title, the recording artist name, the release date, the ISRC of the recording, and the distributor.
(f) ADMINISTRATION AND SYNC. The Producer and the Artist shall each administer their respective shares. Sync licenses for the Tracks do not require additional Producer approval, as broadcasting and sync rights are granted under Section 6.
10. NO ROYALTY OBLIGATION. The Artist is not required to pay the Producer any royalties or income share from the Tracks beyond the publishing and neighboring rights administered through collection societies as set out above.
11. NEIGHBORING RIGHTS. The Producer performs on the Beat and therefore on every recording embodying it. The Artist confirms that the Producer is a performer on each Track and shall, on request, sign any confirmation of participation required by a collection society (e.g., GVL in Germany). The Producer shall receive neighboring rights income as a performer directly from the applicable collection society. The Artist shall register the Producer's interest accordingly, using the release details supplied under Section 9(e).
12. PRODUCER WARRANTIES. The Producer warrants and represents that: he is the owner of the copyright in the Beat; he has the right to enter into this Agreement and to grant all rights granted herein; the Beat does not contain any third-party samples or infringing material; all necessary consents under law are granted to the Artist; he waives any moral rights with respect to commercial exploitation of the Tracks within the limits of this Agreement; all necessary publishing licenses will be made available to the Artist free of charge for non-monetized advertising and promotion of the Tracks; and he will promptly remove the Beat from sale and will not sell or license the Beat to any third party hereafter (subject to Outstanding Licenses under Section 5).
13. ARTIST WARRANTIES. The Artist warrants and represents that: the Artist has the right to enter into this Agreement; the Tracks shall not infringe the rights of any third party; and the Artist shall comply with all obligations and limitations set out in this Agreement.
14. CREDIT. The Artist agrees to credit the Producer on all metadata, packaging, and promotional materials for the Tracks as follows: "Produced by SchoenerBeats".
15. CONTENT IDENTIFICATION.
(a) THE BEAT IS REGISTERED. The Beat is registered by the Producer with YouTube's Content ID system, and may already have been claimed on videos released under Outstanding Licenses (Section 5). A claim may therefore appear automatically on any video containing the Beat, including the Artist's own. Such a claim does not withdraw any right granted under this Agreement.
(b) HOW TO CLEAR A CLAIM. On written request from the Artist, the Producer shall add the Artist's YouTube channel to the allowlist so that no further claims are made against it, and shall release any existing claim on the Artist's videos. A Content ID claim is not a copyright strike and does not affect the standing of the Artist's channel.
(c) THE ARTIST MAY NOT REGISTER. The Artist shall not submit the Beat, the Trackout, or any Track, in whole or in part, as a reference file to any content identification or fingerprinting system (including but not limited to YouTube Content ID, Facebook Rights Manager, or any equivalent), and shall not authorise any distributor, aggregator, record label, or rights administration service to do so. Where a distributor offers content identification, fingerprinting, or "YouTube monetization" as an option, the Artist shall decline it. This restriction exists because the Beat was licensed non-exclusively before the Effective Date and any such registration would claim the videos of those licensees. For the avoidance of doubt, this does not restrict the Artist's use of a distributor or aggregator to release a Track, which is permitted under Section 1.
(d) BREACH. Any breach of subsection (c) shall constitute a material breach of this Agreement and may result in immediate termination of this license without notice or compensation.
16. INDEMNIFICATION. The Artist agrees to indemnify the Producer and hold him harmless from all claims, losses, and expenses, including reasonable legal fees, arising from any breach of the Artist's warranties, representations, or obligations under this Agreement.
17. SAMPLE CLAIMS. The Artist shall indemnify the Producer from all losses and costs arising from any (false) claims from third parties concerning sample clearance.
18. OWNERSHIP. The Producer shall retain ownership of the copyright in the master and the underlying composition of the Beat. The Artist's rights are those of an exclusive licensee as set out in this Agreement; ownership of the master and composition copyright is not assigned. The Artist owns the lyrics and any other original creative elements the Artist solely composed for the Tracks.
19. RESALE PROHIBITION. The Artist may not sell, sublicense, transfer, or distribute the Beat, the Trackout, or any individual track from it, in its original form or in any substantially similar form. The rights granted under this Agreement are non-transferable and non-assignable without the prior written consent of the Producer.
20. TERMINATION. The Artist acknowledges that the License Fee is non-refundable. If the Artist fails to comply with any material obligation under this Agreement, the Producer shall have the right, upon notice to the Artist, to terminate this license. Upon termination, all rights granted shall revert to the Producer, and any further exploitation of the Beat or Tracks by the Artist shall constitute copyright infringement.
21. ELECTRONIC ACCEPTANCE. The Artist's completion of the Order and payment of the License Fee constitutes the Artist's signature, acceptance, and ratification of all terms and conditions of this Agreement, with the same legal effect as a written signature.
22. ENTIRE AGREEMENT. This license constitutes the entire agreement between the parties and supersedes all prior agreements, whether oral or written.
23. LANGUAGE. This Agreement is executed in English. In the event of any translation into another language for the convenience of the Artist, the English version shall be the controlling version in any conflict of interpretation.
24. GOVERNING LAW AND JURISDICTION. This Agreement shall be construed in accordance with the laws of Germany. The parties agree that the exclusive jurisdiction and venue for any dispute arising under or relating to this Agreement shall be the courts of Darmstadt, Germany.