BeatPass Non-Exclusive License Agreement

            This Non-Exclusive License Agreement (the “Agreement”) is made and entered into on the day you agreed to this Agreement/signed up for a membership with BeatPass (“Effective Date”). In this Agreement you the “Member” are called (“You”, or “Yourself”) and BeatPass, LLC is referred to as (“we,” “us,” or “our”). For good and valuable consideration, the receipt and legal sufficiency of which are mutually acknowledged, the parties hereby agree as follows:

 

 

1.         License. We hereby grant to you a worldwide, perpetual, non-exclusive, non-transferable license (the “License”) to record and synchronize vocals and/or instruments to the master recording(s) (“Master(s)”) of the musical composition(s) (the “Composition(s)”) downloaded by you during the term of your paid membership with BeatPass.net (the “Membership Term”) in order to create new master recording(s), including derivatives thereof (“New Master(s)”), and new musical composition(s), including derivatives thereof (“New Composition(s)”). Collectively, the Masters and the Compositions are sometimes referred to herein as the “Track(s),” and the New Masters and the New Compositions are sometimes referred to herein as the “New Track(s).” You shall not use and exploit the Track(s) separately from the New Track(s), i.e., as a standalone instrumental, without additional vocals and/or instruments added by you. 

 

2.         The Membership Fee. The License is granted for and in consideration of your payment of the applicable membership fee to us. You may only download Tracks during your Membership Term. If you do not pay the membership fee, or your payment is declined or rescinded for any reason, or you downloaded Tracks after the termination or expiration of your Membership Term, then the License shall automatically terminate. Your right to use and exploit the Track(s) as embodied in the New Track(s) extends in perpetuity beyond the Membership Term, but only if your account was in good standing at the period of time at which the Track(s) were originally downloaded by you. If the applicable membership is in your name, then only you (and not any friend, associate, or the like) may use or exploit the Track(s) in any New Track(s).

 

3.         New Composition(s). The New Composition(s) shall be owned fifty percent (50%) by us and our designees and fifty percent (50%) by you and your designees. You may split your fifty percent (50%) share however you deem fit, i.e., if you create a New Composition based on a Composition with another party, then we would still own fifty percent (50%) of the New Composition, and you would split your fifty percent (50%) share however you deem fit, e.g., twenty-five percent (25%) to you and twenty-five percent (25%) to such other party. When or if you register the copyright in the New Composition(s) with the U.S. Copyright Office, and when or if you register the New Composition(s) with your performance rights organization (“PRO,” e.g., ASCAP, BMI, or SESAC), you must include the proper ownership information and songwriter splits, i.e., fifty percent (50%) to us and fifty percent (50%) to you and any other parties as applicable. Promptly upon our request therefor, you hereby agree to enter into a songwriter split agreement (i.e., a “split sheet”) for the New Composition(s), confirming our share of authorship of the same. The foregoing copyright and songwriter split in the New Composition(s) is only with respect to the New Composition(s) and any derivatives thereof; you shall not own or participate in any copyright or songwriter shares of other compositions derived from, based on, or including the Composition. For example, if we grant another party the right to use and exploit the Composition, then the resulting composition created by such other party and incorporating the Composition shall be owned by such other party and us only. 

 

4.         Mechanical Royalties. Notwithstanding the foregoing, you shall have the exclusive and unrestricted right and authority to administer one hundred percent (100%) of the New Composition(s), which shall be coded for registration with PROs, including the sole right to grant licenses, collect all income in connection with the New Composition(s) for the full term of copyright (including renewals, extensions, and reversions thereof) in and to the New Composition(s), provided, however, that you must account, and direct any third parties, as applicable, to account, to us for our (or our designees’) fifty percent (50%) share of the New Composition(s). For the avoidance of doubt, we shall collect our share of public performance royalties directly from our PRO. We hereby agree to be bound by the controlled composition or other similar provision of any agreement that binds you with respect to the New Composition(s).

 

5.         No Royalty Participation. For the avoidance of doubt, you shall solely own and control the New Master(s). We shall have no income or royalty participation in or to the New Master(s) whatsoever.

 

6.         Credit. You shall give us production credit where reasonable, including: (a) on labels, liner notes, back covers, and inner sleeves of records embodying the New Track(s); (b) in the metadata field in any format that allows for metadata field encoding of the New Track(s); (c) in chryon graphics and screen credits; and (d) on social media network pages and YouTube descriptions and the like in posts or uploads about or related to the New Track(s). All credit given to us pursuant to this paragraph shall be in substantially the following form: “Produced by BeatPass,” and shall appear immediately after the title of the New Track. You hereby agree to use commercially reasonable efforts to correct any failures to include the foregoing credit upon receiving notice from us of any such failures.

 

7.         Warranties and Representations, Indemnities. We hereby warrant and represent that we: (i) are the exclusive owner of the Master and Composition and all rights therein, under copyright and otherwise, throughout the world; and (ii) have the right and power to enter into and fully perform this Agreement. Except as set forth above, we make no warranty, express or implied, regarding the Tracks, including any implied warranties of merchantability or fitness for a particular purpose. We shall not be liable to you for indirect, incidental, special, or consequential damages arising out of, or relating to the use of the Tracks. You hereby warrant and represent that: (i) you have the right and power to enter into and fully perform this Agreement; (ii) no selections, materials, ideas, or other properties furnished or selected by you and embodied or contained in or used in connection with the New Master or the New Composition shall violate or infringe any common-law or statutory right of any person or entity; (iii) you are at least eighteen (18) years of age or older; and (iv) you shall use best efforts to prevent unauthorized copying or downloading of the Tracks from your account or using your username and login. Each party shall at all times indemnify and hold harmless the other and any of the other’s licensees from and against any and all claims, damages, liabilities, costs, and expenses, including legal fees, arising out of any breach or alleged breach by such party of any warranty or representation made by such party in this Agreement or any other act or omission by such party. Each party shall indemnify and hold harmless BeatPass, LLC, and its successors, assigns, agents, employees, directors, and licensees, from and against any and all claims, damages, liabilities, costs, and expenses, including legal fees, whether: (i) arising out of any breach or alleged breach by either party of any warranty or representation made by either party in this Agreement; (ii) any other act or omission by either party; (iii) related to, or arising from, the transaction that is the subject of this Agreement; or (iv) related to, or arising from, the use by the parties of the BeatPass.net platform.

 

8.         Breach. Any breach of this Agreement by you may, at our election upon notice to you, result in the termination of this Agreement and the License. Any use of the Master or the Composition not permitted by the terms of this Agreement may result in the infringement of our copyright. In no event shall our liability for any claim arising from the use of the Tracks exceed the applicable Membership Fee.

 

9.         YouTube. We maintain the unlimited, worldwide right to register the Tracks with a content ID program/institution such as AdRev, EXMGE, etc., and be the sole administrator of YouTube rights using such a content ID program, so that we may ensure that other non-exclusive licensees of the Tracks are able to use and exploit the Tracks to the same extent as you are. Accordingly, you may not submit the New Tracks for content ID or audio ID administration in any form at any time.

 

10.       Miscellaneous. This Agreement does not need to be signed by you and becomes valid and active with click-through or digital signature or payment of the applicable Membership Fee. The parties each hereby agree to be bound by, and furthermore that this Agreement is at all times subject to, any applicable BeatPass.net Terms of Use and Privacy Policy. Nothing herein shall constitute a partnership or joint venture between you and us. Except with respect to any applicable BeatPass.net Terms of Use and Privacy Policy, this Agreement contains the entire agreement, proposal, and understanding of the parties relating to the subject matter hereof and it supersedes and replaces any prior and contemporaneous agreements, proposals, and understandings, whether oral or written, relating to the subject matter hereof. No change or termination of this Agreement will be binding upon either party unless such change or termination is made by an instrument signed by each party. A waiver by either party of any provision of this Agreement in any instance shall not be deemed to waive it for the future. This Agreement may be signed in counterparts and PDF documents and photocopies may be used as an original. Signatures of the parties so transmitted by electronic means shall be deemed to be their original signatures for all purposes. The exchange of copies of this Agreement and of signature pages by electronic means from which a paper replica can be generated shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. In the event of any suit or proceeding arising from or based upon this Agreement by either party against the other, the prevailing party shall be entitled to recover legal fees and court costs incurred in connection with such action. This Agreement shall be deemed made in and shall be construed in accordance with the laws of the state of Georgia. A court or tribunal in the state of Georgia shall determine any action or suit pertaining to or arising out of this Agreement, and you hereby submit to the jurisdiction of such courts, except that it is agreed that the parties may institute a suit or action for a provisional remedy such as an injunction in any court having jurisdiction in any country of the world. THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT THEY HAVE BEEN ENCOURAGED TO SEEK INDEPENDENT LEGAL COUNSEL OF THEIR OWN CHOOSING TO REPRESENT AND ADVISE THEM WITH RESPECT TO THE NEGOTIATION, LEGAL MEANING, AND EFFECT OF THIS AGREEMENT, AND HAVE EITHER BEEN SO REPRESENTED OR HAVE KNOWINGLY AND VOLUNTARILY WAIVED SUCH RIGHT.

11.         Refunds. BeatPass has a strict NO REFUND policy due to the nature of the website and the ability to download all the content from our website.