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”): US $39.99

 

WAV LEASE AGREEMENT (NON-EXCLUSIVE)

 

KEY TERMS (summary only; the numbered Agreement controls)

 

- One new finished song (including edits/mixes of that same song); MP3 and WAV delivery; stems/trackouts are not included.

- Five-year license, no automatic renewal. After year five, songs already released can stay up within the unused usage limits, but no new releases, videos, pressings, or ads without renewing (see Section 11.5).

- Cumulative usage limits, including any post-expiration legacy use: 5,000 paid copies; 500,000 audio streams (including non-interactive internet radio); 500,000 video views; two official music videos.

- Unlimited non-commercial free downloads of the completed song and live performances whether or not paid.

- Terrestrial radio airplay on up to two (2) stations in total during the five-year term only; no television broadcasting, separate advertising/film/game synchronization, standalone Beat resale, unauthorized Content ID enrollment, or AI-model training.

- Artist keeps finished-song master revenue; composition interests in the finished Track: Producer 50%, Artist side 50%, subject to actual third-party rights.

- Producer owns the original Beat, subject to non-exclusive third-party sample rights. Existing leases survive a later exclusive sale for their remaining valid term.

 

1. GRANT OF LICENSE

 

1.1 In exchange for payment of the License Fee, Producer grants Artist a limited, non-exclusive, non-transferable (except as Section 12 permits) license to incorporate the Beat into one (1) new finished musical recording containing Artist's original performance or other creative contributions (“Track”). The Track includes clean and explicit versions, radio edits, alternate mixes and masters of the same song containing substantially the same Artist performance; every version shares the same Section 3 limits. No instrumental-only version of the Beat or separate song is licensed.

 

1.2 Producer will deliver MP3 and WAV files. Multitrack stems/trackouts and project files are not included.

 

1.3 Artist may commercially exploit the Track only as expressly permitted in this Agreement. Artist may not release or redistribute the Beat as a standalone instrumental, or claim exclusive rights in it.

 

1.4 Artist may edit, arrange, mix, and master the Beat only as incorporated in the Track; this does not transfer ownership of Producer's separate Beat sound recording or composition. Artist may not extract or redistribute the Beat or third-party sounds for independent reuse.

 

1.5 “Artist” means the performing individual or group identified at purchase. Guest and featured performers may contribute to the Track, but do not individually receive independent licenses to the Beat; Artist is responsible for their authorized use.

 

2. TERRITORY AND PERMITTED USE

 

2.1 Territory is worldwide. Subject to Section 3, Artist may distribute, sell, stream, monetize, promote, and publicly perform the Track through services such as Spotify, Apple Music, YouTube Music, and comparable platforms.

 

2.2 This license covers only the Track defined in Section 1. A distinct song made using the Beat requires another license or written approval.

 

2.3 All rights not expressly granted are reserved to Producer. No copyright ownership in the Beat is transferred.

 

3. TERM AND USAGE LIMITS

 

3.1 This license lasts five (5) years from the Agreement Date, unless earlier terminated under Section 11. It does not renew automatically. Section 11.5 governs what happens at expiration.

 

3.2 The following limits are cumulative for the Track (including all permitted versions) across all platforms and territories for the entire license term and any legacy availability under Section 11.5, with no annual reset:

 

(a) Paid digital downloads and physical copies sold: 5,000 total combined.

 

(b) Free downloads of the completed Track for genuinely non-commercial use: unlimited. Standalone Beat downloads are not authorized.

 

(c) On-demand and non-interactive internet audio streams (including internet-radio plays): 500,000 total combined.

 

(d) Online video views/streams of videos posted by Artist featuring the Track: 500,000 total combined.

 

(e) Official music videos created or commissioned by Artist: two (2), monetizable within subsection (d).

 

(f) Live public performances of the Track, whether or not Artist is paid: unlimited. Broadcasting is governed by subsection (g).

 

(g) Terrestrial radio airplay of the Track on up to two (2) stations in total is licensed during the five-year term. Artist shall identify those stations to Producer on written request. A station's simultaneous internet stream of its broadcast counts toward subsection (c). Television broadcasting and synchronization in third-party advertisements, films, television programs, video games, or similar productions are not licensed. Promotion of the Track itself, including Artist’s own paid advertisements promoting the Track, and the two authorized official music videos are permitted within applicable limits. Use of the Beat or Track to promote any other party’s product or service is not licensed.

 

(h) Artist-posted short-form social videos (including TikTok, Instagram Reels and YouTube Shorts) are permitted and count toward (d). Independent third-party posts using a platform's licensed audio library do not count toward Artist's video-view limit; no separate synchronization rights for third parties are granted by this Agreement.

 

3.3 Sections 1 to 3, together with the restriction in Section 6.5 and the standalone-distribution restriction in Section 6.2, define the scope of the granted rights. Use beyond the applicable scope or limits is not authorized. Artist must obtain a written upgrade or authorization before exceeding a limit. Reaching a limit does not end the license or any other permission; use beyond a limit is not licensed unless and until Artist obtains a written upgrade or authorization, which Producer may offer on terms Producer chooses. An upgrade expands rights only as expressly provided; it does not automatically forgive past violations or reset accrued counts unless stated in writing.

 

3.4 Artist shall reasonably monitor usage, retain available sales/streaming/view/performance statistics, and provide accurate records, including distributor or platform statements, on reasonable written request. Unavailability of exact counts or lack of awareness does not excuse exceeding agreed limits; Producer may rely on reasonably available platform data in assessing usage. Artist's duties under this Section continue for as long as any release remains available under Section 11.5.

 

3.5 An exclusive sale or exclusive license of the Beat granted later does not cancel Artist's existing non-exclusive license. Artist's license continues until its expiration or lawful earlier termination under these terms, and the limited post-expiration rights in Section 11.5 likewise survive any later exclusive sale or exclusive license, whether made before or after expiration.

 

3.6 Artist consents to Producer sharing with prospective or actual exclusive licensees the Beat identity, existence of this license, Agreement Date, tier, permitted limits, expiration, any limited post-expiration rights, Artist's professional name, and release links Artist provided, insofar as reasonably needed to disclose prior licensed uses. Producer will not share Artist's private email or other personal contact details without consent, except where necessary to enforce this Agreement or required by law, and will comply with applicable privacy obligations and platform terms.

 

3.7 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, and usage counted under the earlier license carries over toward the limits in this Agreement.

 

4. MASTER REVENUE, COMPOSITION AND PUBLISHING

 

4.1 Artist retains 100% of revenues from exploitation of Artist's finished Track master within this license, and owes Producer no additional master-revenue percentage under this lease. Producer retains ownership of the separate Beat master.

 

4.2 As between the parties, the parties agree that the composition ownership shares in the finished Track are Producer side fifty percent (50%), inclusive of co-writers and co-producers contributing to the Beat, and Artist side fifty percent (50%), inclusive of writers and featured performers contributing through Artist. Each side is responsible for allocating its share among its contributors. Any share owed to a third party because of a party’s contribution, including interpolations or samples Artist adds, is borne by that party’s side. These allocations do not transfer, extinguish, or override rights held by nonparty copyright owners; where legally required, actual credits and registrations must reflect those rights.

 

4.3 Each party may register and collect its own composition/publishing share directly through performing rights organizations, mechanical collection societies (including The MLC), and administrators. Artist shall not interfere with Producer's registration and shall accurately identify the Producer's interests where relevant. Within fourteen (14) days of reasonable written request, Artist shall provide available Track title, ISRC (if assigned), release date, writer identities, and agreed splits needed for correct registration.

 

4.4 Synchronization beyond the two official music videos and ordinary promotional uses expressly licensed in Sections 2-3 requires Producer's prior written consent.

 

4.5 Expiration or termination does not alter the parties' respective ownership of their musical contributions or duly established composition shares, but does end the exploitation rights otherwise terminated under this Agreement. Artist gains no ownership of or separate exploitation rights in the Beat itself. Section 4.4 survives expiration or termination.

 

5. PRODUCER REPRESENTATIONS

 

5.1 Producer represents, to the best of Producer's knowledge, that Producer owns or controls rights necessary to grant this license and has not knowingly incorporated infringing material.

 

5.2 The Beat may use royalty-free third-party samples, including Splice and Output Arcade, subject to their respective licenses. Producer does not claim ownership of individual third-party samples or convey separate rights to those sounds.

 

5.3 Producer is responsible for maintaining licenses necessary for Producer's use of third-party material in the Beat. Producer will not assert moral rights to obstruct uses expressly permitted under this Agreement, to the extent such an undertaking is legally effective; no broader waiver is given.

 

6. ARTIST REPRESENTATIONS AND RESTRICTIONS

 

6.1 Artist has authority and legal capacity to enter this Agreement, and is responsible for securing rights in lyrics, vocals, and added material.

 

6.2 Artist shall observe this Agreement's restrictions, including Sections 3 and 6.3-6.7, and shall not sell or distribute the Beat as a standalone instrumental, sound pack, or reusable sample.

 

6.3 Artist must not register the Beat or Track with YouTube Content ID or any similar audio-fingerprinting or claiming service without Producer's advance written approval. Artist must decline or disable automatic distributor enrollment in such claiming systems. If Artist or Artist's distributor causes such a registration or claim, Artist shall, within seven (7) calendar days after written notice, remove or release it or, where only the distributor or service can do so, instruct it in writing within that period and diligently follow up until it is removed or released. Artist shall provide Producer with proof of those instructions and follow-up upon request. Ordinary distribution to Spotify, Apple Music, and comparable streaming platforms is permitted; collection of legitimately owed society royalties is not prohibited.

 

6.4 Artist shall not claim to be the sole creator or exclusive owner of the Beat or transfer this license except as Section 12 allows.

 

6.5 Artist must not (a) extract, isolate, loop, repurpose, or redistribute any part of the Beat (including licensed third-party sounds) outside the finished Track; (b) use or upload any part of the Beat to train, fine-tune, or develop a machine-learning/AI model; or (c) use the Beat to create a separately marketable synthetic imitation of it. Routine software-assisted recording, mixing, and mastering permitted under Section 1.4 are not prohibited.

 

6.6 Artist represents that Artist is at least eighteen (18) years old, or that a parent or legal guardian agrees to be bound by this Agreement on Artist’s behalf.

 

6.7 If Producer or an authorized service asserts a Content ID claim against Artist's Track within the scope of this license, Producer shall, within seven (7) calendar days after Artist’s written notice and reasonable verification, remove or release it or, where only the service can do so, instruct it in writing within that period and diligently follow up until it is removed or released. Producer shall provide Artist with proof of those instructions and follow-up upon reasonable request. Producer will not intentionally claim or monetize uses expressly authorized under this Agreement. Producer reserves the right to register eligible Beats with Airbit Content ID or similar audio-identification services, provided such registration complies with applicable platform requirements and the Producer's obligations concerning authorized uses under this Agreement. Producer cannot guarantee the conduct of unrelated rights holders or audio-matching systems.

 

7. CREDIT

 

Artist shall credit Producer as “Prod. by lu.ms” in supported production metadata and release credits and, where reasonably practical, in official video descriptions and promotional materials.

 

8. INDEMNITY

 

To the extent permitted by law, Artist shall indemnify and hold Producer harmless from third-party claims, losses, and reasonable legal expenses arising from Artist's breach of Artist's representations, warranties or duties under this Agreement. This does not transfer responsibility for Producer's independent wrongdoing to Artist.

 

9. SAMPLES AND THIRD-PARTY MATERIAL

 

9.1 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.

 

9.2 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.

 

9.3 Non-exclusive samples in the Beat may be used in other recordings by unrelated creators. Producer cannot guarantee that third-party automated claims will never arise from such 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.

 

10. OWNERSHIP, PRIOR LICENSES AND EXCLUSIVITY

 

10.1 Producer retains copyright in Producer's original Beat sound recording and musical contributions, subject to third-party rights. Artist retains Artist's original contributions and applicable Track composition interest under Section 4.

 

10.2 Producer may issue additional non-exclusive licenses and grant exclusive rights, subject to all previously valid non-exclusive licenses. An exclusive sale alone does not cancel, change, or create a refund right under Artist's existing license. No copyright ownership of the Beat transfers to Artist under this Agreement.

 

11. BREACH, EXPIRATION, TERMINATION AND REMEDIES

 

11.1 The License Fee is non-refundable except where required by applicable law.

 

11.2 Producer may send written notice describing an alleged breach and requested corrective action.

 

11.3 Except for violations not reasonably capable of cure, Artist has fourteen (14) calendar days after receipt of notice under Section 15 to correct a breach, including through a written upgrade if offered. Producer may approve a different resolution in writing.

 

11.4 If Artist fails to cure a material breach within that period, Producer may terminate the license with a second written notice. For a serious violation incapable of reasonable cure (such as unauthorized standalone Beat resale), Producer may terminate upon written notice where legally permitted.

 

11.5 NORMAL EXPIRATION: At the end of the five-year term, the rights granted by this license end, except that releases of the Track already live at expiration may remain available on the platforms where they are live, within the unused limits in Section 3.2. Those limits are cumulative from the Agreement Date and do not reset at expiration, and Sections 3.2, 3.4, 6.2, 6.3, and 6.5 continue to apply to these legacy releases for as long as they remain available. Use beyond a remaining limit is not licensed unless Artist obtains a written upgrade or authorization. Radio airplay under Section 3.2(g) ends at expiration. After expiration, Artist may not make new releases or re-releases, upload new videos, press new physical copies, add distribution platforms, or use the Track in advertising or synchronization unless Producer grants renewal or separate written authorization. Producer has no obligation to offer renewal. Expiration does not change composition ownership under Section 4.

 

11.6 EFFECT OF EARLY TERMINATION: If this license is lawfully terminated for breach, Artist must cease commercial exploitation requiring authorization under this Agreement and promptly take reasonable steps to remove affected commercial releases; the continued availability permitted by Section 11.5 does not apply unless Producer permits it in writing. Accrued claims and liabilities survive.

 

11.7 COPYRIGHT AND CONTRACT RIGHTS: The limits and restrictions in Sections 1.3, 1.4, 2, 3, and 6.5, and the standalone-distribution restriction in Section 6.2, define the scope of this license; use outside them is not licensed. Other obligations, including credit, reporting, and notices, are contractual covenants. Producer reserves all remedies available under contract and copyright law.

 

11.8 Artist acknowledges that some unauthorized uses may cause irreparable harm and Producer may seek injunctive relief where the legal requirements for that remedy are met.

 

12. ASSIGNMENT AND TRANSFERS

 

12.1 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, no restarted term or limits, and no reset of accrued usage counts. Artist must provide Producer reasonable written notice identifying the successor. Any other transfer or sublicense requires Producer's prior written permission. Ordinary authorized distribution via an aggregator or retailer is not an assignment of this license.

 

12.2 Producer may transfer or assign Producer's interests under this Agreement, including to an entity Producer controls, a publishing administrator, or a Beat exclusive licensee or successor, only to the extent those interests are lawfully transferable and subject to Artist's existing rights. Producer shall provide reasonable notice if the identity/contact for contractual notices changes.

 

13. ENTIRE AGREEMENT

 

This Agreement is the parties' entire agreement concerning the licensed Beat and replaces prior discussions about those rights. Expanded permissions or amendments require writing agreed by both parties.

 

14. GOVERNING LAW AND JURISDICTION

 

14.1 This Agreement is governed by Connecticut law, United States, disregarding its conflict-of-laws rules, subject to overriding applicable laws.

 

14.2 Each party consents to non-exclusive jurisdiction in the competent state and federal courts located in Connecticut to the extent legally permitted. This does not bar proceedings, including copyright actions, in other courts with jurisdiction under applicable law, and does not override mandatory consumer or foreign-country protections.

 

15. FORMAL NOTICES

 

15.1 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).

 

15.2 To the extent permitted by law, notice is deemed received when acknowledged, or one business day after successful sending without an automated delivery-failure message. Parties should retain copies and delivery evidence.

 

15.3 Either party may update its notice address by written notice to the other party.

 

16. DISCLAIMER AND LIMITATION OF LIABILITY

 

16.1 Except for the representations 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.

 

16.2 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 US $39.99 License Fee actually paid.

 

16.3 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.

 

17. GENERAL PROVISIONS

 

17.1 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.

 

17.2 If part of the Agreement is held unenforceable, the remaining provisions continue as far as legally possible.

 

17.3 A failure or delay in enforcing a provision is not a waiver of future enforcement.

 

17.4 No third party gains rights under this Agreement merely from its existence; lawful permitted successors and assignees under Section 12 are excepted.

 

17.5 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.

 

17.6 Sections 3.2, 3.4, 3.6, 4, 6.2, 6.3, 6.5, 8, 9.2, 10, 11, 14, and 16 survive expiration or termination to the extent applicable, including established composition ownership and royalties, privacy-related commitments, and enforcement of accrued breaches. No survival provision extends or revives any commercial exploitation rights after those rights have ended, except as Section 11.5 expressly provides.

 

END OF AGREEMENT