FROM: Luachra Scott, professionally known as “lu.ms” (“Producer”)
TO: %CLIENT_NAME% (“Artist”)
DATE OF AGREEMENT (“Agreement Date”): %ORDER_DATE%
BEAT: %BEAT_NAME% (“Beat”)
LICENSE FEE (“License Fee”): the amount Artist pays through Airbit for this order
EXCLUSIVE RIGHTS LICENSE AGREEMENT
A NOTE ON NEGOTIATION
This agreement sets out lu.ms's standard starting terms. It is not a take-it-or-leave-it offer. Artists, managers, and labels are welcome to propose different arrangements, including price, publishing splits, producer royalties, synchronization rights, ownership of the Beat's copyright, and other commercial terms. The terms below stay in place unless a change is agreed in writing and confirmed by lu.ms before purchase, as described in Section 12; a change to ownership of the Beat also needs a separate agreement signed by lu.ms (Section 3.1). Submitting an offer or discussing terms does not grant any rights or complete a sale. Rights begin only as described in Sections 2.1 and 5.1.
KEY TERMS (summary only; the numbered Agreement controls)
- Exclusive license to use the Beat in one new finished song. This is a license, not a sale of the Beat's copyright; Producer keeps ownership of the Beat.
- Exclusivity starts when Artist's full payment has cleared. After that, Producer will not license or sell the Beat to anyone else and will take it off sale.
- Licenses already granted to other people before then stay valid for their remaining terms. Third-party sample sounds in the Beat are non-exclusive (see Sections 2.2 and 7).
- No usage caps and no expiration date for the finished song, including music videos and promotion. Licensing the song to a third party for film, TV, ads, or games needs Producer's written approval (Section 1.5).
- Artist keeps the finished-song master; composition interests in the finished song: Producer 50%, Artist side 50%.
- Any negotiated terms that differ from this Agreement apply only if they meet Section 12.
1. GRANT OF LICENSE
1.1 In exchange for payment of the License Fee, Producer grants Artist a limited, exclusive, worldwide, perpetual, non-transferable (except as Section 11 permits) license to incorporate the Beat into one (1) new finished musical recording containing Artist's original performance or other creative contributions (“Track”), and to reproduce, distribute, stream, perform, broadcast, and otherwise commercially exploit the Track in all media now known or later developed, including official music videos, lyric and visualizer videos, and ordinary promotional and social-media content, subject to Section 1.5. The Track includes clean and explicit versions, radio edits, alternate mixes and masters, and live and remix versions of that same song.
1.2 Producer will deliver MP3 and WAV files plus the separate audio stems/trackouts made available with the Beat on Airbit at purchase (“Stems”). DAW project/session files, software instruments, presets and individual third-party sample-library files are not included. Producer may combine, process, or omit third-party-sample elements in the Stems where Producer's sample licenses require, and doing so is not a failure to deliver.
1.3 Artist may edit, arrange, mute, remove, replace, remix, and master the delivered Beat and Stems solely to create and exploit the Track. Artist may privately share the Beat and Stems with a mixing engineer, mastering engineer, or similar audio-engineering service provider solely to work on the Track, and remains responsible for each recipient's compliance. Artist may not release or distribute the Beat or Stems on their own, or use any part of them in any other song or project.
1.4 If Artist previously purchased a lower-tier license for the same Beat and Track, this license replaces that earlier license for the Track from the Agreement Date.
1.5 Artist needs Producer's prior written approval before licensing the Track to a third party for use in a film, television program, advertisement, video game, trailer, or similar third-party audiovisual or commercial production (“Third-Party Sync”). Approval is in Producer's discretion and applies only as set out in a written agreement confirmed by both parties, including any compensation to Producer, which may include the Producer side's share of composition income under Section 4.2 and an additional fee for the Beat. Producer will respond to a complete written request within a reasonable time. This Section does not restrict Artist's own music videos, lyric videos, social-media and creator-platform posts, performances, radio or streaming play, or Artist's own promotion of the Track.
2. EXCLUSIVITY
2.1 Exclusivity begins when Artist's full payment has cleared (“Effective Date”). From the Effective Date, Producer will not grant any new license, exclusive or non-exclusive, to the Beat to anyone else, and will remove the Beat from sale on Airbit and Producer's other stores within seven (7) days. Producer cannot control copies cached or stored by third parties.
2.2 Exclusivity does not affect: (a) non-exclusive licenses granted before the Effective Date, which continue for their remaining valid terms, including any post-expiration rights they provide; (b) third-party sample sounds, which Producer licenses on a non-exclusive basis and cannot make exclusive; or (c) Producer's rights to keep the Beat and Stems and to show a short excerpt of the Beat for portfolio and promotion, provided Producer does not offer the Beat for license or sale to others.
2.3 On Artist's written request, Producer will disclose the number and tier of non-exclusive licenses granted for the Beat before the Effective Date. Producer is not required to identify the licensees.
3. OWNERSHIP
3.1 Producer retains copyright in Producer's original Beat sound recording and musical contributions, subject to third-party rights. Nothing in this Agreement is an assignment of that copyright. A transfer of ownership of the Beat requires a separate written agreement signed by Producer.
3.2 Artist owns the Track's finished master and Artist's own contributions to it, subject to Producer's underlying rights in the Beat. This does not give Artist ownership of, or the right to exploit, the Beat on its own.
4. CREDIT, COMPOSITION AND ROYALTIES
4.1 Artist will credit Producer as “Prod. lu.ms” (or another form Producer approves in writing) in the title or description of each commercial release of the Track where credits are shown and in metadata supplied to distributors, and will correct an omission within a reasonable time after notice.
4.2 Composition interests in the finished Track are split 50% to the Producer side (including any co-writers of the Beat) and 50% to the Artist side (including featured writers), subject to actual third-party rights. Each party will register its share with its own publishing administrator or performing rights organization, and Artist will provide accurate split information to distributors and The MLC on request.
4.3 No further fee, royalty, or producer points are due to Producer beyond the License Fee, unless agreed under Section 12.
5. PAYMENT
5.1 The License Fee is paid through Airbit. Exclusivity and all rights granted take effect only after payment has cleared in full.
5.2 If payment is reversed, refunded, or charged back, this Agreement ends automatically as of that date, Artist must stop further use of the Beat and Track, and Producer may resume licensing the Beat.
6. RESTRICTIONS
6.1 Artist must not: (a) sell, share, publish, or otherwise redistribute any part of the Beat or Stems to anyone, including through stem packs, remix contests, or public or shared download links, except private working copies under Section 1.3; (b) use, extract, isolate, loop, or repurpose any part of the Beat or Stems for another song, instrumental, production, sound pack, or other independent purpose; (c) use or upload any part of the Beat or Stems to train, fine-tune, or develop a machine-learning/AI model; (d) use the Beat or Stems to create a separately marketable synthetic imitation of it; or (e) register the Beat on its own, as opposed to the finished Track, with any audio-identification or claiming service.
6.2 Artist may register the finished Track with distributors and audio-identification services, but must not use them to claim or block Producer's lawful uses of the Beat permitted by Section 2.2, or the lawful uses of other licensees described in Section 2.2(a). If an automated claim against a lawful use arises, the party whose registration caused it will release it within seven (7) days after written notice, or instruct the service in writing within that period and follow up until it is released.
6.3 Sections 1.3, 1.5, and 6.1 define the scope of the license. Use outside them is not licensed.
7. SAMPLES AND THIRD-PARTY MATERIAL
7.1 Producer is responsible for licenses authorizing Producer's incorporation of third-party sounds in the Beat. Artist is responsible for rights in samples and other material Artist independently adds to the Track.
7.2 Neither party obtains ownership of the underlying third-party samples from this Agreement or permission to redistribute them as isolated loops, samples, or sample packs.
7.3 Because third-party sounds are licensed non-exclusively, unrelated creators may use the same sounds in other recordings. Producer cannot guarantee that third-party automated claims will never arise from those shared sounds. On reasonable request, Producer will provide available supporting licensing documentation or reasonable assistance in contesting a mistaken claim, where Producer is permitted to share it.
8. TERMINATION
8.1 If Artist materially breaches this Agreement and does not cure within fourteen (14) days after written notice, Producer may terminate the license for new exploitation. Producer may terminate immediately on written notice for a breach of Section 6.1(a), (b), (c), or (d) that cannot be cured. Termination does not undo the exclusivity already given for the period before termination, does not require Producer to refund the License Fee, and does not affect Producer's other remedies.
8.2 After termination under Section 8.1, Artist must cease new releases and promotion of the Track. Copies of the Track released before termination may remain available, unless the termination followed a breach of Section 6.1(a), (b), (c), or (d), in which case Producer may require their removal.
9. WARRANTIES, DISCLAIMER AND LIMITATION OF LIABILITY
9.1 Producer states that, to Producer's knowledge, Producer has the right to grant this license, subject to the third-party sample licenses described in Section 7 and to licenses disclosed under Section 2.
9.2 Except for the statements and commitments expressly made in this Agreement, the Beat is licensed “as is,” and Producer disclaims implied warranties to the extent permitted by applicable law.
9.3 To the extent lawful, Producer is not liable under this Agreement for indirect, consequential, special, or punitive damages, and Producer's total contractual liability arising from this license is limited to the License Fee actually paid.
9.4 The exclusions and limits do not apply to fraud, willful misconduct, gross negligence, liability that cannot legally be restricted, or situations where enforcing a limit would violate mandatory law. The limits do not narrow Artist's own duties or Producer's legally available remedies.
10. GOVERNING LAW AND NOTICES
10.1 This Agreement is governed by Connecticut law, United States, disregarding its conflict-of-laws rules, subject to overriding applicable laws. Each party consents to non-exclusive jurisdiction in the competent state and federal courts located in Connecticut to the extent legally permitted, without barring proceedings in other courts with jurisdiction under applicable law, and without overriding mandatory consumer or foreign-country protections.
10.2 Formal notices shall be sent by email: to Producer at lu.ms.audio@proton.me, and to Artist at the email supplied during the Airbit purchase (or replacement address validly provided). Notice is deemed received when acknowledged, or one business day after successful sending without an automated delivery-failure message.
11. ASSIGNMENT
11.1 Artist may transfer this license together with an actual transfer of rights in the Track to a record label or successor that is notified of these terms, affirmatively agrees in writing to assume them, and takes no greater rights. Artist must give Producer reasonable written notice identifying the successor. Any other transfer or sublicense requires Producer's prior written permission.
11.2 Producer may transfer or assign Producer's interests under this Agreement, including to an entity Producer controls or a publishing administrator, only to the extent those interests are lawfully transferable and subject to Artist's rights under this Agreement.
12. NEGOTIATED TERMS; ENTIRE AGREEMENT
12.1 Starting or continuing a negotiation, submitting or discussing an offer, or Producer's earlier statements do not change this Agreement or grant any rights.
12.2 Terms that differ from or add to this Agreement (for example, a different price, royalty, credit, reversion, or delivery arrangement) apply only if all of the following are true: (a) they are in writing, identify the Beat, and were agreed before the Agreement Date; (b) Producer has confirmed them in a signed addendum, an email from lu.ms.audio@proton.me, or an Airbit message sent through the offer conversation for this Beat; and (c) they are not inconsistent with Section 3.1 unless a separate written agreement signed by Producer says otherwise. Terms that meet this Section control over conflicting terms here.
12.3 This Agreement, together with any terms meeting Section 12.2, is the complete agreement between the parties about the Beat and replaces earlier discussions about it.
13. GENERAL PROVISIONS
13.1 By completing purchase through Airbit after being presented with this Agreement, Artist indicates acceptance of its terms, subject to applicable law and any required guardian assent.
13.2 If part of the Agreement is held unenforceable, the remaining provisions continue as far as legally possible. A failure or delay in enforcing a provision is not a waiver of future enforcement. No third party gains rights under this Agreement merely from its existence, except lawful successors and assignees under Section 11.
13.3 As between Artist and Producer, this Agreement states their licensed rights; it does not override mandatory Airbit platform rules or separate agreements binding either party to Airbit.
13.4 Sections 1.3, 1.5, 2.2, 3, 4, 6, 7, 8, 9, 10, and 12 survive any termination to the extent applicable, including established composition ownership and royalties and enforcement of accrued breaches.