Professional 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.
PROFESSIONAL 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 Non-Exclusive Professional 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 eighty ($80) US Dollars (the "License Fee"). 1. GRANT OF LICENSE. In return for payment of the License Fee, the Producer grants the Artist a non-exclusive, non-transferable license to use the Beat to create one (1) new recording (the "Track"), and to commercially release the Track throughout the world, subject to the terms and limits 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 for a term of ten (10) years from the Effective Date (the "Term"). After the Term, the license shall automatically end. The Artist will be required to extend the Term by paying an additional fee at the Producer's then-current rates. 5. SCOPE OF USE. The Artist's permitted use during the Term includes: (a) unlimited for-profit downloads, physical sales, and digital sales of the Track; (b) unlimited audio streams of the Track via subscription and ad-supported streaming services; (c) unlimited video streams of the Track on user-generated content platforms such as YouTube; (d) unlimited music videos for the Track, which may be monetized; (e) unlimited play on terrestrial and internet radio stations; (f) unlimited for-profit and non-profit public performances of the Track. Modification of the Beat is limited as set out in Section 7. 6. BROADCASTING RIGHTS. The broadcasting rights granted under this license are those described in Section 5 — unlimited terrestrial and internet radio play, and unlimited music videos — and no others. All other broadcasting and synchronization rights are expressly reserved by the Producer, including but not limited to: television broadcast, film, advertising, video games, theatrical productions, satellite radio, streaming-service algorithmic radio (e.g., Apple Music Radio, Spotify Radio), and use as background music in any commercial venue or broadcast medium. Use of the Track in any reserved context requires a separate sync license from the Producer. 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 the 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. The 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; and (iii) pay to the Producer the agreed liquidated damages of one hundred ($100) US Dollars as Vertragsstrafe pursuant to §§ 339-345 BGB. Payment of the Vertragsstrafe shall not constitute consent to continued use, cure of the breach, or waiver of any of the Producer's rights. This license shall terminate automatically upon the breach, and any continued exploitation of the Track or the Beat after termination shall constitute copyright infringement. 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 the 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 the 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 the 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 the 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 the 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. Any sync licenses for the Track must be pre-approved in writing by the Producer. 10. 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 the 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). 11. 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 Track within the limits of this Agreement; and all necessary publishing licenses will be made available to the Artist free of charge for non-monetized advertising and promotion of the Track. 12. ARTIST WARRANTIES. The Artist warrants and represents that: the Artist has the right to enter into this Agreement; the Track shall not infringe the rights of any third party; and the Artist shall comply with all obligations and limitations set out in this Agreement. 13. CREDIT. The Artist agrees to credit the Producer on all metadata, packaging, and promotional materials for the Track as follows: "Produced by SchoenerBeats". 14. CONTENT IDENTIFICATION. (a) THE BEAT IS REGISTERED. The Beat is registered by the Producer with YouTube's Content ID system. 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, and the Producer expressly reserves the right to register the Beat and to claim matching videos, both before and after the grant of this license. (b) HOW TO CLEAR A CLAIM. To have a claim released on a video that is within the scope of this license, the Artist shall dispute the claim through YouTube and quote the Order number shown at the top of this Agreement. The Producer shall release the claim upon confirming a valid license. 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 the 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. For the avoidance of doubt, this does not restrict the Artist's use of a distributor or aggregator to release the 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. 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, or from the Artist's use of the Track or Beat outside the scope of this license. 16. SAMPLE CLAIMS. 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, and shall have the right to grant separate non-exclusive licenses of the Beat to other artists. The Artist owns the lyrics and any other original creative elements the Artist solely composed for the Track. 18. 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. 19. TERMINATION. The Artist acknowledges that the License Fee is non-refundable. If the Artist fails to comply with any 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 use of the Beat or Track by the Artist shall constitute copyright infringement. 20. 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. 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 Darmstadt, Germany.