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THIS AGREEMENT, made and entered into on this date of downloading the tagged (“Instrumental”) serves as a legally binding contract between DELESWA PRODUCTIONS ("Licensor") and the client ("Licensee"). This agreement grants the Licensee a Free Beat License to use the downloaded tagged (“Instrumental”).
Free Beat Download:
Entitles Licensee to an MP3 (tagged)

Master Recording & Distribution:
The Licensee is hereby granted a Free Beat License from the Licensor to use this “Instrumental” for personal, non-commercial, non-revenue generating purposes. Licensee is limited to one (1) Master produced using the “Instrumental” synchronized with lyrical content. Distribution from this master recording is limited to five hundred (500) copies for (Non-Profit/Non Commercial) use through mediums such as a demo, mix-tape, charity or other non revenue generating use for promotional purposes.

If the “Instrumental” contains voice tags within the composition as a digital audio stamp from Deleswa Productions, they are not to be altered, filtered or removed from the “Instrumental”. Furthermore, the “Instrumental” is not to be reverse engineered, transformed, remixed, changed or altered in any way shape or form from the original beat that was received.

Licensee must supply the Licensor with at least one (1) copy of the Master recording made using the “Instrumental”.

Live Performance:
The Licensee may use the "Instrumental" at clubs, concerts, theaters, churches, ball games or any other public setting for free non-profit generating live performances during the term of lease as long as the "Instrumental" is accompanied by the Licensee’s vocals in such form as rapping, singing, spoken word, poem recital or other means of vocal accompaniment. The exception to this rule is that the "Instrumental" may be used without lyrics synchronized when using the "Instrumental" for dance performances.

Term of Use:
The term of use will begin the day the MP3 file “Instrumental” is downloaded by the Licensee and will be effective for one (1) year from such date. During, at the end of or after the term of the Free Beat license, the Licensee has the option to either upgrade their license or purchase the Exclusive Rights license if it hasn’t already been sold to the “Instrumental”. If the Exclusive Rights license has been sold, the Licensee still retains the right to use the Free Beat license “Instrumental” for the remainder of the term that predated the Exclusive Rights sold.

Uses Not Permitted:
The Licensor expressly forbids resale or other distribution of the “Instrumental”, either as it exist or any modification thereof. The Licensee can not sell, loan, rent, lease nor assign use of any variation of the “Instrumental”. The Licensee can not remove, dismantle or extract any melodies, instruments or drum programming from the “Instrumental” to include in a sound or sample library, for distribution nor for the transfer of rights to another user (example - Record Label, another production company, another producer) for use in any competitive product.

Distribution and or use of the “Instrumental” is not permitted by means of Internet Radio (i.e. Pandora, Sirrus XM, etc.), Commercial Advertisement, Television Broadcast, Video Games, On-hold & In House Background Music, or film Soundtracks.

Copyright & Ownership:
The Licensor maintains 100% full rights (copyright and ownership) of the "Instrumental" and can continue to sell it to other customers until the Exclusive Rights have been sold. The Licensee has neither the right nor authority to sell or license the rights to the "Instrumental" whether in whole or part to any other party.

Licensee must give production credit to the Licensor by including (Produced by Deleswa) on all physical and or digital media containing a portion, sum or all of the "Instrumental" that is being licensed in this agreement, including but not limited to CD's, CD covers, Cassette tapes, Cards, Mix-tapes, Websites, etc. This can also be done verbally (through recorded vocals on the Master Recording). The Licensor reserves the right to keep an audio signature (voice tags) within the "Instrumental".

Clearing of Samples:
If the “Instrumental” includes samples, the Licensee understands that the sequence and music arrangement is considered original work. The Licensee is responsible for clearing all samples used (if any) and that the Licensor cannot and will not be held liable for the misuse of any sampled material that the Licensee uses in conjunction with the “Instrumental” that is licensed in this agreement.

By receiving this contract and downloading associated audio file(s), the Licensee automatically agrees to all terms stated in this agreement and is therefore granted a Free Beat license to the "Instrumental".

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