Non-Exclusive Lease Terms

NON-EXCLUSIVE LICENCE AGREEMENT

IMPORTANT: THIS IS A LEGALLY BINDING CONTRACT. READ IT IN FULL BEFORE MAKING A PURCHASE.

This Non-Exclusive Licence Agreement (the “Agreement”) constitutes a legally binding contract between:

(1) Adam Shaw p/k/a Mr. PixelHead of the United Kingdom (the “Licensor”, “we”, “us”); and

(2) You (the “Licensee”), the individual or entity completing a purchase on either the prodbypixelhead.com or thebeat.store website.

By completing a purchase and paying the Licence Fee, you acknowledge that you have read, understood, and agree to be bound by all terms and conditions of this Agreement. This Agreement becomes effective on the date your purchase is completed (the “Effective Date”).

The specific musical composition you have licensed (the “Beat”), the fee you have paid (the “Licence Fee”), and the audio file format(s) you will receive shall be as set forth in your email purchase receipt, which is incorporated by reference into this Agreement.

IT IS HEREBY AGREED as follows:

1. LICENCE FEE

1.1. In consideration of the rights granted herein, the Licensee agrees to pay the one-time, non-refundable Licence Fee as specified on the website checkout page and confirmed in the purchase receipt.

1.2. All rights granted to the Licensee under this Agreement are conditional upon the Licensor’s receipt of the Licence Fee in full.

1.3. For the avoidance of doubt, the Licence Fee is exclusive of Value Added Tax (VAT), which shall be payable by the Licensee, if applicable.

1.4 UNAUTHORIZED USE AND VERIFICATION OF LICENCE

(a) Prohibition on Unlicensed Use: Any use, exploitation, reproduction, or public performance of the Beat (including, without limitation, “tagged” demonstration versions or streams obtained from the Licensor’s website) without the prior purchase of a valid Licence is strictly prohibited. Such unauthorized use constitutes a wilful infringement of the Licensor’s copyright under the Copyright, Designs and Patents Act 1988.

(b) Consequences of Unauthorized Release: In the event that a sound recording embodying the Beat is released or exploited without a valid Licence:

(i) The Licensor reserves the right to issue immediate Takedown Notices (under the DMCA, E-Commerce Regulations 2002, or other applicable laws) to all Digital Service Providers (DSPs) and hosting services; (ii) The infringing party shall be liable for all damages, legal costs, and any loss of revenue incurred by the Licensor; and (iii) The Licensor reserves the right to refuse to grant a retroactive licence. If the Licensor elects to grant such a licence, it shall be subject to a Settlement Fee or increased negotiation rate to be determined at the Licensor’s sole discretion, acknowledging the unauthorized use.

(c) NOTICE TO LABELS AND MANAGERS: Any Record Label, Management Company, or third party releasing a record embodying the Beat acts as a primary infringer of copyright if a valid Licence is not in place. Such entities are strongly advised to demand proof of the Licence Agreement and the Purchase Receipt from the Artist prior to release to avoid joint and several liability for copyright infringement damages.

2. DELIVERY OF THE BEAT

2.1. Licensor agrees to make the Beat available for download in the audio file format(s) specified on the relevant product page at the time of purchase.

2.2. Licensor shall use commercially reasonable efforts to deliver the Beat (via a download link) to the email address provided by the Licensee at checkout.

3. TERM

3.1. The term of this licence shall be five (5) years from the Effective Date (the “Initial Term”).

3.2. Upon expiry of the Initial Term, all rights granted to the Licensee hereunder shall automatically terminate, and the Licensee must immediately cease any and all exploitation of the New Recording (as defined below).

3.3. Right of Renewal: Provided the Licensee is not in material breach of this Agreement, the Licensee shall have the one-time option to renew this licence for one (1) additional five (5) year term (the “Renewal Term”). This option must be exercised by the Licensee by providing written notice to the Licensor and paying a renewal fee equal to the original Licence Fee, no later than thirty (30) days prior to the expiry of the Initial Term.

4. GRANT OF RIGHTS

4.1. The Licensor hereby grants to the Licensee for the Term (meaning the Initial Term and the Renewal Term, if applicable) a non-exclusive, non-transferable licence to: (a) use, adapt, modify, and record vocals over the Beat to create one (1) new derivative sound recording (the “New Recording”); and (b) exploit the New Recording worldwide (the “Territory”) by any and all means, subject to the terms of this Agreement.

4.2. For the avoidance of doubt, this licence permits unlimited sales, downloads, streams, and public performances of the New Recording.

5. SYNCHRONISATION RIGHTS

5.1. The licence granted in Clause 4 shall include the right for the Licensee to synchronise the New Recording with visual images (“Sync”).

5.2. All publishing income derived from any Sync use shall be administered and paid out directly to the parties via their respective performing rights organisations (“PROs”) and/or publishers in accordance with the splits set out in Clause 6.

5.3. With respect to any upfront fee for the master use portion of a Sync (the “Master Use Fee“), the Licensee shall pay to the Licensor fifty percent (50%) of the Net Monies.

5.4. “Net Monies” shall be defined as all gross monies received by the Licensee for the Master Use Fee, less only any documented, arm’s-length, third-party, specialist sync agent commission, which shall be capped at a maximum of twenty-five percent (25%) of the gross monies. No other costs or deductions shall be permitted.

6. OWNERSHIP AND PUBLISHING

6.1. The Licensor (Mr. PixelHead) shall remain the sole owner of all rights, title, and interest in and to the Beat (including its sound recording and underlying composition). Nothing in this Agreement shall constitute an assignment of any rights in the Beat to the Licensee.

6.2. Ownership of New Recording: Subject to the Licensor’s continued ownership of the Beat as established in Clause 6.1, the Licensee shall own the copyright in the New Recording (comprising the Licensee’s vocal performance and the specific combination of sounds in the final master).

6.3. The publishing rights in the derivative composition embodied in the New Recording (the “New Composition”) shall be owned and registered as follows:

(a) Writer’s Share: (i) Adam Shaw (PRS IPI: 1178684504): Fifty Percent (50%) (ii) The Licensee: Fifty Percent (50%)

(b) Publisher’s Share: (i) Adam Shaw (PRS IPI: 1178684504): Fifty Percent (50%) (ii) The Licensee’s Publisher: Fifty Percent (50%)

6.4. The Licensee warrants and represents that it shall (and shall procure that its publisher, if any, shall) promptly and accurately register the New Composition with all relevant collecting societies (e.g., PRS for Music, MCPS, PPL) reflecting the splits set out in Clause 6.3.

7. CREDIT AND MORAL RIGHTS

7.1. The Licensee shall ensure that the Licensor receives a mandatory credit in all physical and digital copies, displays, and metadata associated with the New Recording.

7.2. Such credit shall be in one of the following exact forms: “Produced by Mr. PixelHead” or “Prod. By Mr. PixelHead”

7.3. The Licensor hereby asserts their moral right to be identified as the author of the musical work in accordance with Chapter IV of the Copyright, Designs and Patents Act 1988.

7.4. The Licensee acknowledges that any failure to provide credit as specified herein shall constitute a material breach of this Agreement.

8. WARRANTIES, SAMPLE LIABILITY, AND INDEMNITY

8.1. Definitions: For the purpose of this Clause 8:

(a) “Disclosed Samples” means any third-party audio material contained in the Beat (such as a vocal snippet or instrumental phrase from another song) which is not from a commercial ‘royalty-free’ loop library and which is identified on a schedule supplied to the Licensee within the downloaded file package (or otherwise provided in writing at the time of purchase).

(b) “Licensed Loops” means any audio material contained in the Beat that was sourced by the Licensor from a third-party commercial ‘royalty-free’ loop library (e.g., Splice, Loopmasters).

8.2. Licensee’s Obligation (Disclosed Samples): The Licensee acknowledges that the Beat may contain Disclosed Samples which have not been cleared. The Licensee assumes the full and sole liability and legal burden for clearing any and all Disclosed Samples (both master and publishing rights) before any commercial exploitation of the New Recording.

8.3. Licensee Indemnity: The Licensee shall indemnify, defend, and hold harmless the Licensor from and against any and all claims, liabilities, and costs (including all legal fees) arising from the Licensee’s failure to perform the obligations under Clause 8.2, or any other third-party claim arising from the use of the Disclosed Samples as part of the New Recording.

8.4. Licensor’s Warranties: The Licensor hereby warrants to the Licensee that: (a) He is the sole author of the Original Contributions; (b) He has the full right, power, and authority to enter into this Agreement and grant the rights herein; and (c) He has obtained a valid licence to use and sub-license the Licensed Loops as part of the Beat.

8.5. No Other Warranty: Except as expressly stated in Clause 8.4, the Beat is licensed “as is”. The Licensor makes no other warranty, express or implied, including, without limitation, any warranty of merchantability, fitness for a particular purpose, or non-infringement in relation to the Disclosed Samples.

8.6. Licensor’s Limited Indemnity: The Licensor shall indemnify, defend, and hold harmless the Licensee from and against any and all claims, liabilities, and costs (including all legal fees) arising directly from a proven breach of the Licensor’s specific warranties in Clause 8.4; provided, however, that the Licensor’s total aggregate liability under this Agreement shall, under all circumstances, be limited to the total Licence Fee paid by that specific Licensee.

9. RESTRICTIONS ON USE

9.1. The rights granted to the Licensee are non-transferable and non-assignable.

9.2. The Licensee is expressly prohibited from registering the Beat or the New Recording with any Content Identification system (such as, but not limited to, YouTube Content ID) or any similar service.

10. BREACH

10.1. If the Licensee fails to cure a material breach of this Agreement within ten (10) business days of receiving written notice from the Licensor, the Licensor shall have the right to terminate this Agreement.

10.2. Upon termination, all rights granted to the Licensee shall immediately revert to the Licensor, and the Licensee must immediately cease all exploitation of the New Recording.

10.3. Such termination shall not limit the Licensor’s right to claim damages, and the Licensee agrees that any breach of this Agreement would cause irreparable injury to the Licensor. The Licensor shall be entitled to seek injunctive relief in addition to any other legal remedies.

11. MISCELLANEOUS

11.1. Governing Law and Jurisdiction: This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it shall be governed by and construed in accordance with the law of England and Wales. Each party agrees that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim.

11.2. Entire Agreement: This Agreement (and the purchase receipt) constitutes the entire agreement between the parties and supersedes all prior understandings.

11.3. Severability: Should any provision of this Agreement be held to be void or unenforceable, the remainder of this Agreement shall remain in full force and effect.

11.4. Notices: All notices must be in writing and sent via email. Notices to the Licensor shall be sent to contact@prodbypixelhead.com. Notices to the Licensee shall be sent to the email address provided by the Licensee at checkout.

11.5. Third Party Rights: A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

11.6. Independent Legal Advice: The Licensee acknowledges that this is a legally binding contract and that the Licensee has been given the opportunity to seek independent legal advice. By completing the purchase, the Licensee confirms they have either sought such advice or have voluntarily waived the right to do so.

BY COMPLETING YOUR PURCHASE, YOU, THE LICENSEE, AFFIRM THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FULL TERMS AND CONDITIONS OF THIS NON-EXCLUSIVE LICENCE AGREEMENT.

As a thank you for reading the terms, take 20% off any License Fees on your orders using the code terms20.