22 Smooth Moves

Non-Exclusive MP3 License Agreement
Effective as of {CONTRACT_DATE} (“Effective Date”) by and between TrackOut Global p/k/a Reeko Rinola (“Producer” or “Licensor”) and {CUSTOMER_FULLNAME} residing at {CUSTOMER_ADDRESS} (“Licensee”).

WHEREAS, this Agreement sets forth the terms of Licensee’s use of Producer’s instrumental titled The Beat Title (Contract Preview Only) (“Beat”) in exchange for payment of the License Fee.

1. License Fee
1.1. Licensee shall pay the License Fee on the Effective Date. Rights are contingent upon timely payment.
1.2. License Fee is a one-time, non-refundable fee. License is invalid until payment is made.

2. Delivery
2.1. Licensor shall deliver the Beat as a high-quality tagged MP3.
2.2. Delivery via email within 3 days of payment.
2.3. Delivery to Licensee’s provided email address.

3. Term
3.1. The license term is one (1) year from the Effective Date.

4. Permitted Use
4.1. Licensee may use the Beat to create one (1) “New Song” by adding original lyrics or music. License allows modification (tempo, pitch, arrangement) for public release.
4.2. License is worldwide, non-exclusive, non-transferable. Licensor may license to others.

5. New Song Rights
5.1. New Song may be used for promotional releases, mixtapes, albums, or non-monetized streaming.
5.2. Licensee may perform the New Song live (profit or non-profit), on radio, and digital streaming services.
5.3. One (1) audiovisual “Video” up to 5 minutes allowed for internet upload or TV broadcast.
5.4. Licensee may sell up to:
• 500,000 downloads/physical copies;
• 500,000 monetized audio streams;
• 500,000 monetized video streams;
• 500,000 non-monetized video streams;
• Unlimited free downloads.
5.5. New Song may be sold as single, EP, or album, in digital or physical formats.
5.6. Licensee may not sell or distribute the Beat in original form.
5.7. No royalties payable to Licensor except for mechanical royalties.

6. Restrictions
6.1. Licensee may NOT:
• Transfer, assign, or sublicense rights;
• Synchronize the Beat or New Song beyond the one (1) Video;
• Use Beat/New Song for samples;
• Share or distribute the original Beat file except with collaborators;
• Register Beat/New Song with any content ID systems (e.g., TikTok, TuneCore, CDBaby);
• Upload, stream, copy, or distribute the Beat as delivered.
6.2. The New Song is a derivative work. No joint authorship intended.

7. Ownership
7.1. Licensor retains all rights, title, and copyright to the Beat.
7.2. Licensee may not register the Beat/New Song with copyright authorities.
7.3. Licensee agrees to sign documents confirming Licensor’s rights.
7.4. Licensee owns only original lyrics/music written by Licensee.
7.5. Licensor retains master recording ownership.

8. Publishing & Master Rights
8.1. Publishing split: 50% Licensee / 50% Producer.
• If Licensee re-records/remakes song without this Beat, Producer still owns 50% publishing.
• Licensee must register Producer’s 50% share with PRO.
8.2. Master Recording: 50% ownership & 50% revenue to Producer.

9. Acceptance
9.1. Payment and electronic acceptance constitute full acceptance of this Agreement.

10. Mechanical License
10.1. If Beat includes Producer-written content, Licensee will receive mechanical licenses.
10.2. U.S./Canada: Licensee pays 100% statutory rate.
10.3. Outside U.S./Canada: prevailing local rates apply.

11. Credits
11.1. Licensee may use Producer’s name/logo for promotion.
11.2. Credit Producer as “Produced by Let’em Know Reeko” on all formats.
11.3. Licensee responsible for accurate crediting.
11.4. Omissions must be corrected promptly.

12. Licensor’s Option
12.1. Licensor may terminate this license within one (1) year, refunding 100% of the License Fee. Licensee must then cease all distribution and remove the New Song.

13. Breach by Licensee
13.1. Licensee has five (5) business days to cure any breach after notice.
13.2. Unauthorized use = full monetary liability.
13.3. Breach may result in injunctive relief.
13.4. Licensee liable for Producer’s legal costs if breach occurs.

14. Warranties & Indemnification
14.1. Beat provided “as-is” with no warranty of fitness for Licensee’s intended use.
14.2. Both parties indemnify each other from third-party claims arising from breach or misuse.

15. Samples
15.1. Licensee responsible for clearing any third-party samples used in the Beat.

16. Miscellaneous
16.1. Entire Agreement: supersedes all prior agreements.
16.2. Severability: invalid terms don’t affect the rest.
16.3. Cure: 30 days to fix Licensor’s performance failure.
16.4. Governing Law: Texas law applies; exclusive jurisdiction in Texas courts.
16.5. Notices via certified mail or expedited delivery.
16.6. Independent Counsel: Licensee advised to seek legal review.
16.7. Refund Policy: No refunds/exchanges; digital product deemed “used” upon download.
16.8. Counterparts: Agreement valid if signed in parts.