Social 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.

“Commercial Use” means any use that generates or is intended to generate money, royalties, revenue, advertising income, subscription income, streaming income, download income, sponsorship income, ticket income, sync income, licensing income, publishing income, performance income, or other financial benefit.

Robert Anthony Studios grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable Social 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 Social License does not include stems, trackouts, session files, project files, MIDI files, presets, plugin chains, or separate instrumental elements.

This Social License begins on the purchase date and remains valid for twelve (12) months, unless terminated earlier because of breach.

After the twelve (12) month term ends, Licensee must stop all new use, posting, promotion, performance, sharing, uploading, or exploitation of the Beat and New Song unless Licensee renews this license or upgrades to a higher license in writing through Robert Anthony Studios.

Any non-commercial social media posts or demos created during the active license term may remain online only if they are not monetized, not commercially distributed, not used for streaming revenue, not registered with Content ID, and not otherwise in breach of this Agreement.

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

During the active twelve (12) 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;
• Use the New Song for personal, demo, portfolio, social media, and non-commercial promotional purposes;
• Post the New Song on social media platforms such as Instagram, TikTok, Facebook, YouTube, X, Threads, Snapchat, and similar platforms, only if the post is not monetized;
• Share the New Song privately with managers, labels, collaborators, engineers, A&Rs, or potential business partners for evaluation only; and
• Perform the New Song at unlimited non-profit live performances.

Licensee may perform the New Song live at unlimited non-profit events during the license term.

A non-profit live performance means Licensee is not paid a performance fee, does not sell tickets for profit, does not collect direct performance revenue, and does not receive compensation tied to the performance of the New Song.

This Social License does not allow:

• Commercial distribution;
• Online audio streaming on music platforms;
• Monetized YouTube, TikTok, Instagram, Facebook, SoundCloud, Audiomack, or similar use;
• Music videos, visualizers, or lyric videos;
• Paid advertisements or sponsored posts;
• Sync placements — film, television, podcast, game, app, trailer, or commercial use;
• Radio broadcasting;
• Physical sales or digital downloads;
• Publishing registration, royalty collection, or Content ID registration; or
• Any use that makes money or is intended to make money.

Licensee may not sell, distribute, release, license, lease, rent, upload, monetize, or commercially exploit the New Song through Spotify, Apple Music, Tidal, Amazon Music, YouTube Music, Deezer, Pandora, iHeartRadio, SoundCloud monetization, Audiomack monetization, DistroKid, TuneCore, UnitedMasters, CD Baby, BeatStars Distribution, or any other distributor, store, or streaming platform.

This Social License does not permit online audio streaming of the New Song on any music streaming platform, monetized audio platform, digital service provider, or revenue-generating platform.

This Social License does not permit official music videos, lyric videos, performance videos, visualizers, animated videos, social media video campaigns, or monetized video content using the New Song.

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 Social 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 social media captions, descriptions, or upload descriptions, Licensee should include:

“Beat produced by Robert Anthony Studios”

Licensee may not register the Beat, New Song, or any derivative version 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 any similar fingerprinting, copyright claim, or rights-management system.

If Licensee or Licensee’s distributor wrongfully creates a claim, block, strike, monetization claim, copyright claim, publishing claim, or ownership claim, Licensee must remove it immediately upon request.

Licensee is responsible for all damages, takedowns, blocked content, lost revenue, attorney’s fees, platform penalties, and other losses caused by wrongful registration or claims.

Licensee may not:

• Resell, lease, license, upload, trade, share, transfer, or give away the Beat by itself;
• Claim ownership of the Beat or 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 or New Song in connection with unlawful, defamatory, hateful, harassing, pornographic, exploitative, violent, discriminatory, or infringing content;
• Use the Beat for political campaigns, religious campaigns, controversial public messaging, or brand endorsements without written approval from Robert Anthony Studios;
• 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 Social 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 monetization, distribution, registration, 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 Social License.

Robert Anthony Studios may request reasonable proof that Licensee is complying with this Agreement, including proof of purchase, upload links, platform information, monetization status, Content ID status, takedown status, and use details.

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, performing, promoting, 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 Social License and replaces all prior discussions, messages, advertisements, screenshots, captions, emails, and understandings about the Beat.

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