Stems Lease

• License fee: $50 (one-time)
• Type: Non-exclusive
• Files: One 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 personal to Licensee and 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: one untagged WAV of the Beat plus the individual track stems.
• New Song: one new song that Licensee creates using the Beat, together with its clean, explicit, and radio-edit versions. All versions count as one New Song and share the usage limits below.

3. License granted

Licensor grants Licensee a non-exclusive, non-transferable, worldwide license, for the Term and within the usage limits in Section 4, to use the Beat to create one New Song and to reproduce, distribute, stream, perform, and sell that New Song commercially. Under this tier Licensee may record original vocals and other performances over the Beat; edit, cut, loop, rearrange, and remix the Beat; mix, process, mute, replace, or re-arrange individual stems; change key, tempo, or structure; and add or layer new sounds, instruments, and effects.

Licensor may continue to license the Beat to other people on any terms, and may sell exclusive rights to the Beat to someone else. If Licensor later sells exclusive rights, this license stays valid for the rest of its Term and within its usage limits.

4. Usage limits and term

Streams, units, and views are counted across all platforms and services combined. Before the New Song exceeds any limit, or before the Term ends, Licensee must buy a new or higher-tier license if Licensee wants to keep using the New Song. Any use beyond these limits or after the Term is unlicensed. Licensee may upgrade to a higher tier at any time by buying it from the store. Copies sold to fans before the Term ends do not need to be recalled.

5. Ownership

Licensor and Producer keep all ownership, copyright, and other rights in the Beat, including its composition and sound recording and any edited, remixed, or rearranged version of it. Nothing in this agreement transfers any copyright to Licensee. Licensee owns the lyrics, vocals, and other original material Licensee creates, and owns the master recording of the New Song only as to those contributions, subject to Licensor's rights in the Beat. The Beat (or any version of it) may only be used inside the New Song.

6. 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, and physical packaging or liner notes.

7. 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.

Licensee keeps 100% of the income from the master recording of the New Song (streaming payouts, sales, and video revenue), within the limits of this license.

8. Restrictions

Licensee must not:

• sell, re-sell, lease, re-license, sublicense, give away, share, upload, or distribute the Beat or the stems on its own, in an unaltered or lightly altered form, or as part of a beat, sample, loop, or stem pack or library;
• register the Beat, or any song or video containing it, with YouTube Content ID or any similar audio-fingerprinting or rights-management system (see Section 9);
• 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;
• transfer or assign this license to anyone else without Licensor's written consent.

9. Content ID

Licensee may not register the Beat or the New Song with YouTube Content ID or any similar system. Licensor may register the Beat with these systems. If Licensee's upload of the New Song receives a claim, Licensee may email Licensor with the order details and the link, and Licensor will whitelist or release the claim for the New Song while this license is in force.

10. 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.

11. 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 registration not removed promptly on request, 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.

12. 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.

13. 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 not assign it without Licensor's written consent.
• 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.