Exclusive Rights

• License fee: $500 (one-time)
• Type: Exclusive license (not a transfer of copyright)
• Files: Untagged WAV of the Beat plus the individual track stems

1. Parties and start date

This agreement is between Baylingue LLC, doing business as Flavorful Music (flavorfulmusic.com, hallo@flavorfulmusic.com) ("Licensor"), and the person whose name and email address are entered at checkout ("Licensee"). The license starts when payment is completed through Licensor's online store (the "Effective Date"). It is tied to the name and email address on the order. The order receipt forms part of this agreement.

2. Definitions

• Beat: the instrumental musical composition and sound recording identified in the order, produced by Flavorful Croissants ("Producer").
• Files: an untagged WAV of the Beat and the individual track stems.
• New Song: one new song that Licensee creates using the Beat, together with its clean, explicit, radio-edit, remix, sped-up, and slowed versions. All versions count as one New Song.
• Prior Licenses: non-exclusive licenses to the Beat that Licensor sold before the Effective Date.

3. License granted

Licensor grants Licensee an exclusive, worldwide, perpetual license to use the Beat to create one New Song and to reproduce, distribute, stream, perform, broadcast, sell, and synchronize that New Song commercially without usage limits. Licensee may record vocals and other performances over the Beat; edit, cut, loop, rearrange, and remix the Beat; mix, process, mute, or replace individual stems; change key, tempo, or structure; and add new sounds, instruments, and effects.

This is an exclusive license, not a transfer of copyright. Licensor and Producer keep the copyright in the Beat as described in Section 6, unless a separate written agreement signed by Licensor expressly says otherwise.

4. What "exclusive" means

• Removal from store. Within 3 business days after the Effective Date, Licensor will remove the Beat from its store and will not grant any new license to the Beat to anyone else.
• Prior Licenses stay valid. Every non-exclusive license sold before the Effective Date remains fully valid for its own term and usage limits. Those licensees may keep releasing, streaming, and selling their songs under their licenses. Licensee accepts this and will not make claims, takedowns, or Content ID claims against Prior License holders acting within their licenses. On request, Licensor will tell Licensee how many Prior Licenses were sold.
• Licensor's own use. Licensor and Producer will not commercially release or license the Beat after the Effective Date, but may keep the Beat in Producer's portfolio and use short excerpts to promote Producer's work.

5. Usage limits and term

6. Ownership

Licensor and Producer keep all ownership and copyright in the Beat, including its composition and sound recording and any edited or remixed version of it. Licensee owns the lyrics, vocals, and other original material Licensee creates, and owns the master recording of the New Song, subject to Licensor's rights in the Beat. The Beat may only be used inside the New Song.

7. Credit

Licensee must credit the Producer as "Prod. Flavorful Croissants" wherever credits for the New Song appear, including streaming and store metadata where the platform allows it, video titles or descriptions, sync cue sheets, and physical packaging or liner notes.

8. Publishing split

The musical composition of the New Song is shared as follows: Producer owns and is entitled to 50% of the writer's share, and Licensee (together with any co-writers Licensee brings in) owns the other 50%. The publisher's share follows the same split, with Producer's portion held by Producer or Producer's publishing designee. Licensee must list Producer as a co-writer at this 50% share when registering the New Song with any performing rights organization (such as ASCAP, BMI, or SESAC), The MLC, or any other collection society or publishing administrator, and must not register the New Song in a way that omits or reduces Producer's share. Producer collects Producer's share directly. This split also applies to any sync fees for the composition.

Licensee keeps 100% of the income from the master recording of the New Song, including master-side sync fees.

9. Restrictions

Licensee must not:

• sell, re-sell, lease, re-license, sublicense, give away, share, upload, or distribute the Beat or the stems on their own, in an unaltered or lightly altered form, or as part of a beat, sample, loop, or stem pack or library;
• register the Beat by itself (without Licensee's vocals or other substantial new material) with any Content ID or similar system;
• claim authorship or ownership of the Beat, or present the Beat as Licensee's own production;
• use the Beat in more than one New Song;
• use the Beat in content that is defamatory, hateful, harassing, threatening, or that promotes violence or discrimination against any person or group, or in any unlawful content.

10. Content ID

Licensee may register the New Song (not the Beat alone) with YouTube Content ID or similar systems. Licensee must whitelist or release, within 7 days of request, any claim against Licensor, Producer, or a Prior License holder using the Beat within their rights.

11. Transfer

Licensee may assign this agreement to a record label, distributor, or company that acquires the New Song, if Licensee notifies Licensor in writing and the new owner agrees to be bound by this agreement, including the credit and publishing terms.

12. Payment, delivery, and refunds

The license fee is paid through Licensor's online store (Payhip). The Files are delivered electronically through the store after payment. Because the Files are digital and cannot be returned, all sales are final and no refunds are given once the Files have been delivered. If a file is corrupt or incomplete, Licensor will provide a replacement.

13. Termination

If Licensee breaches this agreement, Licensor may terminate it by email to the address used at checkout. For a breach that can be fixed (for example, a missing credit), termination takes effect if Licensee does not fix it within 10 days of the notice. For a breach of the Restrictions section, a Content ID claim not released as required by Section 10, or a claim of authorship, Licensor may terminate immediately. On termination, Licensee must stop all use of the Beat and the New Song and remove the New Song from all platforms and services within 10 days. No fee is refunded on termination for breach. Licensor's other legal remedies are not limited.

14. Warranties and liability

Licensor confirms that it has the right to grant this license. Otherwise, the Beat and Files are provided "as is." Licensee is solely responsible for everything Licensee adds to the New Song (lyrics, vocals, samples, features, and other material) and will indemnify Licensor and Producer against claims arising from that material or from Licensee's breach of this agreement. Licensor's total liability under this agreement is limited to the license fee paid.

15. General

• Acceptance. Completing checkout means Licensee has read and agreed to this agreement. Electronic acceptance and records are binding.
• Governing law and venue. This agreement is governed by the laws of the State of California. Any dispute will be brought only in the state or federal courts located in San Diego County, California, and both parties consent to that venue.
• Notices. Notices to Licensor go to hallo@flavorfulmusic.com. Notices to Licensee go to the email address used at checkout.
• Assignment. Licensor may assign this agreement. Licensee may assign it only as allowed in Section 11.
• Entire agreement. This agreement and the order receipt are the entire agreement about the Beat and replace any prior discussions. Changes must be in writing (email is enough) and agreed by Licensor.
• Severability. If any part of this agreement is unenforceable, the rest stays in effect.