Exclusive License
The exact terms you accept at checkout. Your beat and order date, from your Lemon Squeezy order, stand in for the bracketed reference 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 Lemon Squeezy order through which it was purchased (the "Effective Date"), by and between SchoenerBeats, of Frankfurt am Main, Germany (the "Producer" or "Licensor"), and the individual or entity identified as the purchaser of record on that Lemon Squeezy order (the "Artist," "Licensee," or "You"). The Lemon Squeezy 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. MERCHANT OF RECORD. The Beat is sold through the Producer's store at schoenerbeats.com, with Lemon Squeezy, LLC acting as the Producer's authorized reseller and merchant of record for the transaction. Lemon Squeezy processes payment, handles any applicable sales tax or VAT, and delivers the licensed files and this Agreement on the Producer's behalf. This license, and all rights and obligations in the Beat, are granted directly by the Producer to the Artist; Lemon Squeezy is not a party to this Agreement and grants no rights in the Beat.
3. FILES DELIVERED. The Producer shall deliver the Beat as high-quality MP3, WAV, and individual track stems.
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.
Permission is NOT granted to modify the arrangement, length, tempo, or pitch of the Beat; classic mixing and mastering within reasonable limits (EQ, compression, saturation, levels), including standard mixing of the individual stems, are granted.
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 stems; 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. The Producer shall have a fifty percent (50%) share of the publishing in the Tracks and shall receive publishing income directly from the applicable collection society. The Artist agrees to register the Producer's interest, on the Producer's behalf, at the collection society in the Artist's home territory (e.g., GEMA in Germany). The Artist retains ownership of any original lyrics or creative elements he/she solely composed for the Tracks. 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 shall have the right to receive neighboring rights income as a performer on the Tracks directly from the applicable collection society (e.g., GVL in Germany). The Artist agrees to register the Producer's interest accordingly.
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: he/she has the right to enter into this Agreement; the Tracks shall not infringe the rights of any third party; and he/she 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. 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.
16. SAMPLES. The Beat does not contain any third-party samples — there is nothing to clear. The Artist shall indemnify the Producer from all losses and costs arising from any (false) claims from third parties concerning sample clearance.
17. 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 he/she solely composed for the Tracks.
18. RESALE PROHIBITION. The Artist may not sell, sublicense, transfer, or distribute the Beat, the stems, or any individual stem, 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.
19. 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.
20. ELECTRONIC ACCEPTANCE. The Artist's completion of the Lemon Squeezy 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.
21. ENTIRE AGREEMENT. This license constitutes the entire agreement between the parties and supersedes all prior agreements, whether oral or written.
22. 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.
23. 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 Frankfurt am Main, Germany.