Exclusive License Agreement for Beat(s) Updated as of April 20, 2025

1. Grant of License

Licensor grants Licensee an exclusive, worldwide, non-transferable license to use the beat(s) listed above ("Beat") for commercial and non-commercial purposes, subject to the terms of this Agreement. The Beat will be removed from Licensor's store and will not be licensed to others after the purchase. Licensor retains the right to use the Beat for non-commercial portfolio purposes (e.g., display on Licensor's website or social media without monetization).

2. Usage Rights

Licensee may use the Beat in new compositions or projects (e.g., songs, albums, or multimedia) with the following rights:

• Unlimited streams, sales, and downloads on platforms (e.g., Spotify, Apple Music, YouTube)
• Unlimited music videos
• Unlimited radio, TV, or online broadcast play
• Synchronization rights for use in films, TV shows, video games, apps, podcasts, or advertisements
• Live performances and monetization at concerts or events

Licensee must include the producer credit "Prod. by Vacston" or "Vacston" in the song's metadata and all published formats, such as streaming platforms, digital downloads, or physical releases. This credit shall appear in the appropriate metadata fields (e.g., producer or credits section) and not in the title of the video, song, or other content. Failure to provide proper credit constitutes a material breach of this Agreement, subject to the termination provisions in Section 5.

3. Restrictions

• Licensee may not resell, sublicense, or distribute the Beat in isolation.
• The Beat must be combined with substantial new material (e.g., vocals, lyrics, or additional instrumentation) to form a new composition.
• Licensee is responsible for clearing any third-party samples used in the Beat, if applicable, and warrants that such use will not infringe on third-party rights.

4. Ownership

• Licensor retains full copyright ownership of the Beat's underlying composition.
• Licensee owns the new master recording created using the Beat.
• No royalties or ownership shares are owed to Licensor for the final composition created by Licensee.

5. Payment and Delivery

• Licensee shall pay Licensor the purchase price as listed on Licensor's store vacston.store via the payment method specified at checkout upon execution of this Agreement. All payments are non-refundable except as required by applicable law.
• Licensor shall deliver the Beat to Licensee in high-quality WAV format and, if included at purchase, tracked-out stems, via email to the Licensee's provided email address (johndoe@gmail.com) or a secure download link within 24 hours of confirmed payment.

6. Sample Clearance

Licensor warrants that the Beat is an original composition and, to the best of Licensor's knowledge, does not contain any third-party samples requiring clearance. If the Beat contains third-party samples, Licensor will notify Licensee in writing at the time of purchase, and Licensee shall be solely responsible for obtaining all necessary clearances and licenses for such samples prior to commercial use.

7. Term and Termination

• This license is perpetual and does not expire unless terminated.
• Licensor may terminate this Agreement by written notice if Licensee breaches any term (e.g., reselling the Beat, failing to clear samples, or failing to provide producer credit).
• Licensee has 30 days to cure the breach.
• Upon termination, Licensee must cease all new use, distribution, or licensing of the Beat in isolation. However, termination shall not affect Licensee's right to continue distributing existing derivative works (e.g., released songs incorporating the Beat), provided all other terms of this Agreement (e.g., producer credit) are met.
• Termination does not affect Licensee's obligations to credit Licensor.

8. Warranties and Indemnification

Licensor warrants that the Beat is an original work created by Licensor and, to the best of Licensor's knowledge, does not infringe on any third-party intellectual property rights, excluding any third-party samples (if applicable). Licensor's total liability for any breach of this warranty shall not exceed the purchase price paid by Licensee.

Licensee shall indemnify and hold Licensor harmless from any claims, damages, or liabilities arising from Licensee's use of the Beat, including infringement of third-party rights or misuse in defamatory or illegal content.

9. Governing Law and Dispute Resolution

• This Agreement is governed by the laws of Estonia.
• Any disputes shall be resolved through binding arbitration in Tallinn, Estonia, in accordance with the rules of the Estonian Chamber of Commerce and Industry.
• The prevailing party in arbitration may be entitled to recover reasonable arbitration costs and attorney's fees, as determined by the arbitrator.

10. Miscellaneous

• This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements.
• If any provision is found invalid, the remaining provisions remain in effect.
• Licensee acknowledges reading and understanding this Agreement before purchase.
• Any modifications to this Agreement must be in writing and signed by both parties.
• Licensor's full legal details will be provided to Licensee in the purchase confirmation from {{ shop.url }} within 24 hours of payment.
• Exclusive License Agreement for Beat(s) Updated as of April 20, 2025