Basic License Agreement.

“Beat” or “Instrumental” means the musical composition, instrumental composition, sound recording, audio file, melody, drums, bass, arrangement, loop, sample, or production provided by Robert Anthony Studios.

“New Song” means one new recording created by Licensee by adding original vocals, lyrics, melodies, spoken word, or other original performance elements to the Beat.

Robert Anthony Studios grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable Basic License to use the Beat only as allowed in this Agreement.

This license is not a sale of the Beat. This Agreement does not transfer ownership of the Beat, copyright, publishing, master rights, stems, project files, composition, sound recording, or any intellectual property owned or controlled by Robert Anthony Studios.

Upon purchase, Robert Anthony Studios will provide:

• MP3 file of the Beat; and
• WAV file of the Beat.

This Basic License does not include stems, trackouts, session files, project files, MIDI files, presets, plugin chains, or separate instrumental elements unless specifically stated in writing by Robert Anthony Studios.

This Basic License begins on the purchase date and remains valid for twenty-four (24) months, unless terminated earlier because of breach.

During the active twenty-four (24) month term, Licensee receives the unlimited distribution, unlimited online audio streams, unlimited music video, for-profit live performance, and unlimited radio broadcasting rights stated in this Agreement.

After the twenty-four (24) month term ends, Licensee must stop all new distribution, monetization, promotion, music videos, radio submissions, broadcasting, and commercial exploitation of the Beat and New Song unless Licensee renews this license or upgrades in writing through Robert Anthony Studios.

Any use after expiration without written renewal, written upgrade, or written approval is unauthorized.

During the active twenty-four (24) month term, and subject to full payment and full compliance with this Agreement, Licensee may:

• Record original vocals, lyrics, melodies, spoken word, or other original performances over the Beat to create one New Song;
• Use the Beat for music recording purposes;
• Commercially distribute the New Song with unlimited distribution;
• Release the New Song with unlimited online audio streams;
• Create and release unlimited music videos using the New Song;
• Perform the New Song at for-profit live performances;
• Submit and authorize the New Song for unlimited radio broadcasting; and
• Use the New Song for normal artist promotion and commercial music release.

Licensee may distribute the New Song through digital service providers, streaming platforms, download stores, physical formats, websites, social platforms, and direct-to-fan platforms during the active license term, provided that Licensee complies with this Agreement.

Licensee may receive unlimited online audio streams of the New Song during the active license term across platforms including Spotify, Apple Music, Tidal, Amazon Music, YouTube Music, SoundCloud, Audiomack, Deezer, Pandora, iHeartRadio, and similar services.

Licensee may create and release unlimited music videos, lyric videos, visualizers, performance videos, social media videos, and short-form promotional videos using the New Song during the active license term.

This Agreement does not grant sync rights for film, television, commercials, paid advertisements, video games, apps, trailers, brand campaigns, or third-party productions unless separately approved in writing by Robert Anthony Studios.

Licensee may perform the New Song at for-profit live performances during the active license term, including concerts, showcases, clubs, festivals, paid events, and ticketed events.

Licensee may submit and authorize the New Song for unlimited radio broadcasting during the active license term, including terrestrial, internet, college, community, satellite, and promotional radio.

Licensee may keep the artist-side revenue generated from permitted exploitation of the New Song during the active Basic License term and within the limits of this Agreement.

Robert Anthony Studios retains ownership of the Beat and the underlying instrumental composition.

If publishing registration is required, Robert Anthony Studios’ producer/composer share must be credited and preserved. If no separate written split sheet is signed, the default composition split for the New Song is:

• Licensee owns 50% of the composition for Licensee’s original lyrics, vocals, melodies, and performance contributions; and
• Robert Anthony Studios owns 50% of the composition for the Beat and instrumental composition.

The master recording of the New Song created by Licensee may be controlled by Licensee, subject to Robert Anthony Studios’ ownership of the Beat and all restrictions in this Agreement.

Robert Anthony Studios retains one hundred percent (100%) ownership of the Beat, including the underlying instrumental composition, sound recording, melodies, drums, basslines, loops, samples created or owned by Robert Anthony Studios, arrangement, stems, project files, and all related intellectual property.

Licensee owns only Licensee’s original lyrics, vocals, melodies, and performances added to the Beat, subject to Robert Anthony Studios’ continuing ownership of the Beat.

Nothing in this Agreement creates a partnership, joint venture, work made for hire, copyright assignment, transfer of ownership, or exclusive license.

This Basic License is non-exclusive. Robert Anthony Studios may continue to sell, lease, license, transfer, assign, or otherwise exploit the Beat to other artists, creators, companies, labels, or third parties.

Licensee understands that other artists may record and release songs using the same Beat.

Where credits are available, Licensee must credit Robert Anthony Studios in substantially the following form:

“Produced by Robert Anthony Studios”

For upload metadata, liner notes, YouTube descriptions, DSP credits, and social captions, Licensee should include:

“Beat produced by Robert Anthony Studios”

Licensee may distribute and monetize the New Song during the active license term.

However, Licensee may not register the Beat by itself with Content ID, fingerprinting, copyright claim, or rights-management systems.

Licensee may not submit any claim that blocks, monetizes, demonetizes, removes, or restricts Robert Anthony Studios, the Beat by itself, or other properly licensed users of the Beat.

Licensee may not register the New Song with YouTube Content ID, Facebook Rights Manager, TikTok Rights Manager, Audible Magic, Identifyy, AdRev, TuneCore Content ID, DistroKid Content ID, CD Baby Content ID, or similar systems unless Robert Anthony Studios gives prior written permission.

If Licensee’s distributor automatically places a claim, Licensee must remove it immediately upon request.

Licensee may not:

• Resell, lease, license, upload, trade, share, transfer, or give away the Beat by itself;
• Claim ownership of the Beat;
• Claim to be the producer of the Beat;
• Register the Beat as Licensee’s copyright;
• Use the Beat to create a competing beat, sample pack, loop kit, sound kit, instrumental, stock music product, or production library;
• Extract, isolate, sell, or distribute any melodies, drums, loops, sounds, samples, or instrumental elements from the Beat;
• Use the Beat in film, television, commercials, paid advertisements, games, apps, trailers, NFTs, blockchain projects, or sync placements without separate written permission;
• Use the Beat or New Song in connection with unlawful, defamatory, hateful, harassing, pornographic, exploitative, violent, discriminatory, or infringing content;
• Use the Beat in any AI training dataset, voice model, music model, generative AI system, machine learning system, or synthetic media dataset;
• Suggest that Robert Anthony Studios endorses Licensee, Licensee’s brand, product, services, message, or conduct; or
• Transfer this license to another person, artist, company, label, or project.

All rights are conditioned on full and cleared payment.

If Licensee initiates a chargeback, payment dispute, refund claim, failed payment, reversed payment, unauthorized payment cancellation, fraudulent payment, or similar payment issue, this license is immediately suspended.

If the payment issue is not resolved in favor of Robert Anthony Studios, this license terminates automatically and all use becomes unauthorized.

Licensee must reimburse Robert Anthony Studios for chargeback fees, collection costs, platform fees, attorney’s fees, and damages caused by the payment dispute.

Licensee represents and warrants that:

• Licensee has the legal right to enter into this Agreement;
• Licensee’s lyrics, vocals, melodies, visuals, artwork, branding, names, samples, and other contributions do not infringe any third-party rights;
• Licensee will not add unauthorized samples, copyrighted material, trademarks, names, images, or likenesses to the New Song;
• Licensee will follow all applicable laws and platform rules;
• Licensee will not exceed the rights granted under this Basic License; and
• All purchase and contact information provided by Licensee is accurate.

Licensee agrees to defend, indemnify, and hold harmless Robert Anthony Studios, its owners, members, managers, employees, contractors, producers, artists, affiliates, successors, and assigns from and against all claims, damages, liabilities, costs, losses, expenses, settlements, judgments, attorney’s fees, and enforcement costs arising out of:

• Licensee’s breach of this Agreement;
• Licensee’s misuse of the Beat or New Song;
• Licensee’s lyrics, vocals, visuals, artwork, branding, marketing, or other contributions;
• Unauthorized registration, sync use, or Content ID claims;
• Any claim that Licensee’s use infringes or violates a third-party right;
• Payment disputes or chargebacks; or
• Violation of law or platform rules.

To the maximum extent permitted by law, Robert Anthony Studios will not be liable for indirect, incidental, special, consequential, exemplary, punitive, or lost-profit damages arising out of or related to this Agreement, the Beat, the New Song, platform takedowns, payment disputes, distribution issues, or third-party claims.

Robert Anthony Studios’ total liability will not exceed the amount actually paid by Licensee for this Basic License.

Robert Anthony Studios may request reasonable proof that Licensee is complying with this Agreement, including proof of purchase, release information, distributor information, stream counts, sales numbers, music video links, radio use, publishing registration, Content ID status, and takedown status.

Licensee must provide requested proof within ten (10) business days. Failure to provide proof may be treated as a breach.

This Agreement automatically terminates if Licensee breaches any term.

Upon termination, Licensee must immediately stop using, posting, sharing, distributing, performing, promoting, broadcasting, or exploiting the Beat and New Song, remove unauthorized uploads, and destroy copies of the Beat.

Termination does not limit Robert Anthony Studios’ right to seek damages, takedowns, injunctions, attorney’s fees, account claims, copyright claims, collection costs, or other remedies.

The parties agree that they will first try to settle things in good faith before moving to court.

Before either party files a lawsuit, the complaining party must send the other party a written Notice of Dispute. The notice must describe the issue, the requested solution, the amount claimed if money is involved, and any supporting documents reasonably available.

After a Notice of Dispute is sent, the parties agree to make a good-faith effort to resolve the dispute informally for at least thirty (30) days.

If the dispute is not resolved within thirty (30) days, the parties agree to attempt confidential mediation in California before filing a lawsuit. The mediation may be handled by JAMS, AAA, a private mediator, or another mediator agreed upon by the parties.

Unless otherwise required by law, each party will pay its own attorney’s fees for mediation, and the parties will split the mediator’s fee equally.

Robert Anthony Studios is not required to wait thirty (30) days or complete mediation before seeking emergency relief, injunctive relief, takedowns, copyright claims, DMCA notices, Content ID removals, account claims, payment recovery, or other immediate remedies involving unauthorized use, infringement, payment disputes, chargebacks, resale, sharing, Content ID claims, or harm to Robert Anthony Studios.

This Agreement will be governed by and interpreted under the laws of the State of California, without regard to conflict-of-law rules.

Licensee agrees that any lawsuit, court action, or legal proceeding arising out of or related to this Agreement, the Beat, the New Song, payment, copyright, ownership, licensing, termination, or breach must be filed only in the state or federal courts located in California.

Licensee consents to personal jurisdiction in California and waives any objection to California jurisdiction or venue, including any claim that California is an inconvenient forum, to the fullest extent permitted by law.

Licensee agrees that unauthorized use of the Beat, New Song, Robert Anthony Studios name, brand, music, or intellectual property may cause immediate and irreparable harm.

Robert Anthony Studios may seek temporary, preliminary, and permanent injunctive relief, takedowns, platform claims, copyright notices, account restrictions, and other equitable relief without waiting for the informal dispute process to finish.

In any dispute, lawsuit, claim, collection action, takedown dispute, copyright matter, payment dispute, or proceeding arising out of or related to this Agreement, the prevailing party may recover reasonable attorney’s fees, court costs, filing fees, mediator fees, collection costs, investigation costs, and enforcement expenses to the fullest extent permitted by California law.

If Robert Anthony Studios does not immediately enforce any right, that does not mean Robert Anthony Studios has waived that right. Any waiver must be in writing and signed by Robert Anthony Studios.

The sections covering ownership, payment, prohibited uses, dispute resolution, California jurisdiction, attorney’s fees, indemnification, limitation of liability, Content ID restrictions, takedowns, audit rights, and Robert Anthony Studios’ intellectual property rights survive expiration or termination.

This Agreement is the entire agreement between Licensee and Robert Anthony Studios regarding the Basic License and replaces all prior discussions, messages, advertisements, screenshots, captions, emails, and understandings about the Beat.

By purchasing, downloading, accessing, recording to, distributing, performing, broadcasting, or using the Beat, Licensee acknowledges that Licensee has read, understood, and agreed to this Basic License Agreement.