sXt!n

This Non-Exclusive Standard Lease ("Basic WAV Lease") License Agreement (the "Agreement"), made on and effective as of the date of purchase (the "Effective Date"), is by and between sXt!n (the "Producer" or "Licensor"), and the Licensee, residing at the address provided at checkout ("You" or "Licensee"). It sets forth the terms and conditions of the Licensee's use of, and the rights granted in, the Producer's instrumental music file entitled "the licensed track" (the "Beat"), in consideration for Licensee's payment of $42.00 (the "License Fee"), on a "Basic WAV Lease" basis.

This Agreement is issued solely in connection with and for Licensee's use of the Beat pursuant and subject to all terms and conditions set forth herein.

1. License Fee

Licensee shall make payment of the License Fee to Licensor on the date of this Agreement. All rights granted to Licensee by Producer in the Beat are conditional upon Licensee's timely payment of the License Fee. The License Fee is a one-time payment for the rights granted to Licensee, and this Agreement is not valid until the License Fee has been paid.

2. Delivery of the Beat

• Licensor agrees to deliver the Beat as a high-quality untagged WAV file, as such terms are understood in the music industry. This license does not include the MP3 file.
• Licensor shall use commercially reasonable efforts to deliver the Beat to Licensee immediately after payment of the License Fee is made. Licensee will receive the Beat via email, at the email address Licensee provided to Licensor.

3. Term

The Term of this Agreement shall be ten (10) years, and this license shall expire on the ten (10) year anniversary of the Effective Date.

4. Use of the Beat

(a) In consideration for Licensee's payment of the License Fee, Producer hereby grants Licensee a limited, non-exclusive, non-transferable license and right to incorporate, include, and/or use the Beat in the preparation of one (1) new song, or to incorporate the Beat into a new piece of instrumental music created by Licensee. Licensee may create the new song or new instrumental music by recording written lyrics over the Beat and/or by incorporating portions/samples of the Beat into pre-existing instrumental music written, produced, and/or owned by Licensee. The new song or piece of instrumental music that incorporates some or all of the Beat is referred to as the "New Song." Licensee may modify the arrangement, length, tempo, or pitch of the Beat in preparing the New Song for public release.

(b) This license grants Licensee a worldwide, non-exclusive license to use the Beat as incorporated in the New Song, in the manners and for the purposes expressly provided for herein, subject to the restrictions, limitations, and prohibited uses stated in this Agreement. Licensee acknowledges that any rights granted in the Beat under this Agreement are on a non-exclusive basis, and Producer may continue to license the Beat to other third parties on the same or similar terms.

(c) The New Song may be used for any promotional purposes, including but not limited to release in a single format, inclusion in a mixtape or free compilation of music (EP or album), and/or promotional, non-monetized digital streaming.

(d) Licensee may perform the New Song publicly for profit, including but not limited to live performances (concerts, festivals, nightclubs, etc.) and on internet streaming services (Spotify, YouTube, Apple Music, etc.). Broadcast on terrestrial or satellite radio, or on television, is not included in this license.

(e) Licensee may use the New Song in synchronization with one (1) audiovisual work no longer than five (5) minutes in length (a "Video"). If the New Song itself is longer than five (5) minutes, the Video may not play for longer than the length of the New Song. The Video may be uploaded to the internet for digital streaming (e.g. YouTube) but may not be broadcast on television or used in any other synchronization not expressly permitted here. Producer grants no other synchronization rights to Licensee.

(f) Licensee may make the New Song available for sale in physical and/or digital form, and may distribute up to sixty thousand (60,000) total streams and sell up to three thousand (3,000) downloads/physical copies under this license. The New Song may be sold as a single and/or included in a compilation (EP or full-length album), via digital retailers for permanent digital download and/or physical formats (CD, vinyl). For clarity: Licensee does not have the right to resell the Beat in the form it was delivered. Licensee must create a New Song (or new instrumental, as described above) for rights under this provision to vest. Any resale of the Beat in its original, unmodified form is a material breach of this Agreement.

Subject to Licensee's compliance with this Agreement, Licensee shall not be required to account or pay Producer any royalties, fees, or monies paid to or collected by Licensee (expressly excluding mechanical royalties, see Section 9) in connection with the use/exploitation of the New Song as set forth above.

5. Restrictions on Use of the Beat

Licensee agrees it is expressly prohibited from:

(a) Transferring or assigning any rights granted hereunder to any third party — the rights granted are non-transferable.

(b) Synchronizing, or permitting third parties to synchronize, the Beat or New Song with any audiovisual work except as expressly permitted in Section 4(e) for one (1) Video. This includes, without limitation, use in television, commercials, film/movies, theatrical works, video games, and any other form not expressly permitted herein.

(c) Licensing or sublicensing any use of the Beat or New Song, in whole or in part, for "samples" by third parties.

(d) Unlawfully copying, streaming, duplicating, selling, lending, renting, hiring, broadcasting, uploading, or downloading the Beat itself (in the form, or a substantially similar form, as delivered) to any database, server, peer-to-peer network, file-sharing service, or website. Licensee may send the Beat file to musicians, engineers, or studio staff working on the New Song.

(e) Registering the Beat and/or New Song with any content identification system, service provider, music distributor, record label, or digital aggregator (e.g. TuneCore, CD Baby, or similar). This is to prevent Licensee from receiving a false copyright infringement notice from another non-exclusive licensee of the same Beat — the Beat is already registered for content identification by Producer as a pre-emptive measure. Violating this provision is a breach of this License and may result in revocation without notice or compensation.

(f) As applicable to both the underlying composition and the master recording of the Beat: (i) the New Song is a "derivative work" as that term is used in the U.S. Copyright Act; (ii) there is no intention by either party to create a joint work; and (iii) Producer grants no rights in any other derivative works created by other third-party licensees of the same Beat.

6. Ownership

(a) Producer is and remains the sole owner of all rights, title, and interest in the Beat, including all copyrights in the sound recording and underlying musical composition. Nothing in this Agreement assigns any such rights to Licensee. Licensee may not register, or attempt to register, the New Song and/or the Beat with the U.S. Copyright Office — that right is reserved to Producer. Licensee will, upon request, execute and deliver any documents Producer reasonably deems necessary to evidence Producer's rights, and grants Producer power of attorney to execute such documents if Licensee fails to do so within five (5) days of request.

(b) For clarity: Licensee does not own the master or sound recording rights in the New Song. Licensee is licensed to use the Beat in the New Song and to commercially exploit the New Song under the terms of this Agreement.

(c) Licensee does own the lyrics or other original musical components of the New Song written or composed solely by Licensee.

7. Publishing Split

With respect to the underlying composition embodied in the New Song, ownership of the composition shall be split as follows:

Writer	Share
sXt!n (Producer)	50%
Licensee	50%

Producer shall own, control, and administer fifty percent (50%) of the "Publisher's Share" of the underlying composition. If Licensee registers their interest in the composition with a Performing Rights Organization (PRO), Licensee must simultaneously register Producer's 50% share and ownership interest.

Licensee is deemed to have signed, affirmed, and ratified acceptance of this Agreement by virtue of paying the License Fee and electronically accepting these terms at the time of payment.

8. Mechanical License

If any composition recorded in the New Song is written or owned, in whole or in part, by Producer (a "Controlled Composition"), Producer agrees to issue mechanical licenses for each such Controlled Composition embodied in the New Song. For U.S. and Canada sales, Licensee will pay mechanical royalties at one hundred percent (100%) of the minimum statutory rate, uncapped for albums/EPs. For sales outside the U.S. and Canada, the mechanical royalty rate will be the prevailing industry rate in the relevant country as of the date of this Agreement.

9. Credit

Licensee shall use best efforts to credit Producer as "producer" and give appropriate production and songwriting credit on all formats embodying the New Song (physical, digital, video, liner notes, album covers) — substantially in the form: "Produced by sXt!n." Licensee shall check all proofs for accuracy of credit and use best efforts to correct any errors, including after release if a mistake is discovered.

10. Licensor's Option

Producer may, at Producer's sole discretion, terminate this License at any time within three (3) years of the Effective Date, upon written notice to Licensee. If exercised, Producer shall pay Licensee a sum equal to two hundred percent (200%) of the License Fee. Upon exercise, Licensee must immediately remove the New Song from all distribution channels and cease making it available for streaming or download.

11. Breach by Licensee

(a) Licensee has five (5) business days from receipt of written notice of an alleged breach to cure it. Failure to cure within that window is a default and breach of this Agreement, and Producer may, at its sole discretion, terminate Licensee's rights hereunder.

(b) If Licensee exploits or sells the Beat or New Song outside the manner and amounts expressly permitted in this Agreement, Licensee is liable to Producer for all monies paid, collected, or received in connection with such unauthorized exploitation.

(c) A breach or threatened breach by Licensee may cause irreparable injury to Producer not adequately compensable by damages alone. Producer may seek injunctive relief in addition to, not in place of, any other legal remedy including damages. Licensee is responsible for Producer's costs, expenses, and reasonable attorneys' fees incurred as a result of any violation.

12. Warranties, Representations, and Indemnification

(a) The Beat, its sound recording, and its underlying composition are licensed "as is," without warranty of fitness for any particular creative purpose.

(b) Producer warrants it has full right and ability to enter this Agreement, and that exploitation of the New Song as permitted herein will not infringe any third party's rights (contractual, copyright, privacy, publicity) or constitute libel/slander. Licensee makes the same warranty with respect to any elements it adds to the New Song, and indemnifies Producer for those added elements. Clearance of any third-party samples Licensee incorporates into the New Song is Licensee's sole responsibility. Producer warrants it did not use uncleared samples of third-party material in the Beat without first disclosing that to Licensee; if Licensee knowingly uses an undisclosed sample anyway, liability for that use shifts to Licensee.

(c) Each party indemnifies and holds the other harmless from third-party claims arising from a breach of that party's warranties, provided the party seeking indemnification gives prompt written notice and the right to participate in the defense.

13. Miscellaneous

This Agreement is the entire understanding between the parties and supersedes all prior agreements, oral or written. It may only be modified by written instrument (email is sufficient) signed by both parties. If any provision is held void or unenforceable, the rest of the Agreement remains in effect. This Agreement is governed by the laws of [Producer’s jurisdiction — to be finalized], and the exclusive venue for any dispute shall be the courts located there. Notices under this Agreement shall be given in writing to the addresses above, or by email, and are deemed received when sent.

Licensee acknowledges having read this Agreement and having had the opportunity to have it reviewed by independent counsel before accepting. If Licensee proceeds without doing so, that choice does not itself invalidate the Agreement or excuse Licensee's obligations under it. Payment of the License Fee and electronic acceptance of these terms serves as Licensee's signature and acceptance, in lieu of a physical signature.

This Non-Exclusive Premium Trackout Lease License Agreement (the "Agreement"), made on and effective as of the date of purchase (the "Effective Date"), is by and between sXt!n (the "Producer" or "Licensor"), and the Licensee, residing at the address provided at checkout ("You" or "Licensee"). It sets forth the terms and conditions of the Licensee's use of, and the rights granted in, the Producer's instrumental music file entitled "the licensed track" (the "Beat"), in consideration for Licensee's payment of $61.00 (the "License Fee"), on a "Premium Trackout Lease" basis.

This Agreement is issued solely in connection with and for Licensee's use of the Beat pursuant and subject to all terms and conditions set forth herein.

1. License Fee

Licensee shall make payment of the License Fee to Licensor on the date of this Agreement. All rights granted to Licensee by Producer in the Beat are conditional upon Licensee's timely payment of the License Fee. The License Fee is a one-time payment for the rights granted to Licensee, and this Agreement is not valid until the License Fee has been paid.

2. Delivery of the Beat

• Licensor agrees to deliver the Beat as trackout stems and a high-quality WAV file, as such terms are understood in the music industry. This license does not include the MP3 file.
• Licensor shall use commercially reasonable efforts to deliver the Beat to Licensee immediately after payment of the License Fee is made. Licensee will receive the Beat via email, at the email address Licensee provided to Licensor.

3. Term

The Term of this Agreement shall be ten (10) years, and this license shall expire on the ten (10) year anniversary of the Effective Date.

4. Use of the Beat

(a) In consideration for Licensee's payment of the License Fee, Producer hereby grants Licensee a limited, non-exclusive, non-transferable license and right to incorporate, include, and/or use the Beat in the preparation of one (1) new song, or to incorporate the Beat into a new piece of instrumental music created by Licensee. Licensee may create the new song or new instrumental music by recording written lyrics over the Beat and/or by incorporating portions/samples of the Beat into pre-existing instrumental music written, produced, and/or owned by Licensee. The new song or piece of instrumental music that incorporates some or all of the Beat is referred to as the "New Song." Licensee may modify the arrangement, length, tempo, or pitch of the Beat in preparing the New Song for public release.

(b) This license grants Licensee a worldwide, non-exclusive license to use the Beat as incorporated in the New Song, in the manners and for the purposes expressly provided for herein, subject to the restrictions, limitations, and prohibited uses stated in this Agreement. Licensee acknowledges that any rights granted in the Beat under this Agreement are on a non-exclusive basis, and Producer may continue to license the Beat to other third parties on the same or similar terms.

(c) The New Song may be used for any promotional purposes, including but not limited to release in a single format, inclusion in a mixtape or free compilation of music (EP or album), and/or promotional, non-monetized digital streaming.

(d) Licensee may perform the New Song publicly for profit, including but not limited to live performances (concerts, festivals, nightclubs, etc.), and on internet streaming services (Spotify, YouTube, Apple Music, etc.). The New Song may be played on up to two (2) terrestrial or satellite radio stations.

(e) Licensee may use the New Song in synchronization with up to two (2) audiovisual works, each no longer than five (5) minutes in length (each, a "Video"). If the New Song itself is longer than five (5) minutes, a Video may not play longer than the length of the New Song. Each Video may be broadcast on any television network and/or uploaded to the internet for digital streaming and/or free download by the public, including but not limited to YouTube. Producer grants no other synchronization rights to Licensee.

(f) Licensee may make the New Song available for sale in physical and/or digital form, and may distribute up to two hundred thousand (200,000) total streams and sell up to six thousand (6,000) downloads/physical copies under this license. The New Song may be sold as a single and/or included in a compilation (EP or full-length album), via digital retailers for permanent digital download and/or physical formats (CD, vinyl). For clarity: Licensee does not have the right to resell the Beat in the form it was delivered. Licensee must create a New Song (or new instrumental, as described above) for rights under this provision to vest. Any resale of the Beat in its original, unmodified form is a material breach of this Agreement.

Subject to Licensee's compliance with this Agreement, Licensee shall not be required to account or pay Producer any royalties, fees, or monies paid to or collected by Licensee (expressly excluding mechanical royalties, see Section 8) in connection with the use/exploitation of the New Song as set forth above.

5. Restrictions on Use of the Beat

Licensee agrees it is expressly prohibited from:

(a) Transferring or assigning any rights granted hereunder to any third party — the rights granted are non-transferable.

(b) Synchronizing, or permitting third parties to synchronize, the Beat or New Song with any audiovisual work except as expressly permitted in Section 4(e) for up to two (2) Videos. This includes, without limitation, use in television, commercials, film/movies, theatrical works, video games, and any other form not expressly permitted herein.

(c) Licensing or sublicensing any use of the Beat or New Song, in whole or in part, for "samples" by third parties.

(d) Unlawfully copying, streaming, duplicating, selling, lending, renting, hiring, broadcasting, uploading, or downloading the Beat itself (in the form, or a substantially similar form, as delivered) to any database, server, peer-to-peer network, file-sharing service, or website. Licensee may send the Beat file to musicians, engineers, or studio staff working on the New Song.

(e) Registering the Beat and/or New Song with any content identification system, service provider, music distributor, record label, or digital aggregator (e.g. TuneCore, CD Baby, or similar). This is to prevent Licensee from receiving a false copyright infringement notice from another non-exclusive licensee of the same Beat — the Beat is already registered for content identification by Producer as a pre-emptive measure. Violating this provision is a breach of this License and may result in revocation without notice or compensation.

(f) As applicable to both the underlying composition and the master recording of the Beat: (i) the New Song is a "derivative work" as that term is used in the U.S. Copyright Act; (ii) there is no intention by either party to create a joint work; and (iii) Producer grants no rights in any other derivative works created by other third-party licensees of the same Beat.

6. Ownership

(a) Producer is and remains the sole owner of all rights, title, and interest in the Beat, including all copyrights in the sound recording and underlying musical composition. Nothing in this Agreement assigns any such rights to Licensee. Licensee may not register, or attempt to register, the New Song and/or the Beat with the U.S. Copyright Office — that right is reserved to Producer. Licensee will, upon request, execute and deliver any documents Producer reasonably deems necessary to evidence Producer's rights, and grants Producer power of attorney to execute such documents if Licensee fails to do so within five (5) days of request.

(b) For clarity: Licensee does not own the master or sound recording rights in the New Song. Licensee is licensed to use the Beat in the New Song and to commercially exploit the New Song under the terms of this Agreement.

(c) Licensee does own the lyrics or other original musical components of the New Song written or composed solely by Licensee.

7. Publishing Split

With respect to the underlying composition embodied in the New Song, ownership of the composition shall be split as follows:

Writer	Share
sXt!n (Producer)	50%
Licensee	50%

Producer shall own, control, and administer fifty percent (50%) of the "Publisher's Share" of the underlying composition. If Licensee registers their interest in the composition with a Performing Rights Organization (PRO), Licensee must simultaneously register Producer's 50% share and ownership interest.

Licensee is deemed to have signed, affirmed, and ratified acceptance of this Agreement by virtue of paying the License Fee and electronically accepting these terms at the time of payment.

8. Mechanical License

If any composition recorded in the New Song is written or owned, in whole or in part, by Producer (a "Controlled Composition"), Producer agrees to issue mechanical licenses for each such Controlled Composition embodied in the New Song. For U.S. and Canada sales, Licensee will pay mechanical royalties at one hundred percent (100%) of the minimum statutory rate, uncapped for albums/EPs. For sales outside the U.S. and Canada, the mechanical royalty rate will be the prevailing industry rate in the relevant country as of the date of this Agreement.

9. Credit

Licensee shall use best efforts to credit Producer as "producer" and give appropriate production and songwriting credit on all formats embodying the New Song (physical, digital, video, liner notes, album covers) — substantially in the form: "Produced by sXt!n." Licensee shall check all proofs for accuracy of credit and use best efforts to correct any errors, including after release if a mistake is discovered.

10. Licensor's Option

Producer may, at Producer's sole discretion, terminate this License at any time within three (3) years of the Effective Date, upon written notice to Licensee. If exercised, Producer shall pay Licensee a sum equal to two hundred percent (200%) of the License Fee. Upon exercise, Licensee must immediately remove the New Song from all distribution channels and cease making it available for streaming or download.

11. Breach by Licensee

(a) Licensee has five (5) business days from receipt of written notice of an alleged breach to cure it. Failure to cure within that window is a default and breach of this Agreement, and Producer may, at its sole discretion, terminate Licensee's rights hereunder.

(b) If Licensee exploits or sells the Beat or New Song outside the manner and amounts expressly permitted in this Agreement, Licensee is liable to Producer for all monies paid, collected, or received in connection with such unauthorized exploitation.

(c) A breach or threatened breach by Licensee may cause irreparable injury to Producer not adequately compensable by damages alone. Producer may seek injunctive relief in addition to, not in place of, any other legal remedy including damages. Licensee is responsible for Producer's costs, expenses, and reasonable attorneys' fees incurred as a result of any violation.

12. Warranties, Representations, and Indemnification

(a) The Beat, its sound recording, and its underlying composition are licensed "as is," without warranty of fitness for any particular creative purpose.

(b) Producer warrants it has full right and ability to enter this Agreement, and that exploitation of the New Song as permitted herein will not infringe any third party's rights (contractual, copyright, privacy, publicity) or constitute libel/slander. Licensee makes the same warranty with respect to any elements it adds to the New Song, and indemnifies Producer for those added elements. Clearance of any third-party samples Licensee incorporates into the New Song is Licensee's sole responsibility. Producer warrants it did not use uncleared samples of third-party material in the Beat without first disclosing that to Licensee; if Licensee knowingly uses an undisclosed sample anyway, liability for that use shifts to Licensee.

(c) Each party indemnifies and holds the other harmless from third-party claims arising from a breach of that party's warranties, provided the party seeking indemnification gives prompt written notice and the right to participate in the defense.

13. Miscellaneous

This Agreement is the entire understanding between the parties and supersedes all prior agreements, oral or written. It may only be modified by written instrument (email is sufficient) signed by both parties. If any provision is held void or unenforceable, the rest of the Agreement remains in effect. This Agreement is governed by the laws of [Producer’s jurisdiction — to be finalized], and the exclusive venue for any dispute shall be the courts located there. Notices under this Agreement shall be given in writing to the addresses above, or by email, and are deemed received when sent.

Licensee acknowledges having read this Agreement and having had the opportunity to have it reviewed by independent counsel before accepting. If Licensee proceeds without doing so, that choice does not itself invalidate the Agreement or excuse Licensee's obligations under it. Payment of the License Fee and electronic acceptance of these terms serves as Licensee's signature and acceptance, in lieu of a physical signature.

This Non-Exclusive Unlimited License Agreement (the "Agreement"), made on and effective as of the date of purchase (the "Effective Date"), is by and between sXt!n (the "Producer" or "Licensor"), and the Licensee, residing at the address provided at checkout ("You" or "Licensee"). It sets forth the terms and conditions of the Licensee's use of, and the rights granted in, the Producer's instrumental music file entitled "the licensed track" (the "Beat"), in consideration for Licensee's payment of $216.00 (the "License Fee"), on an "Unlimited License" basis.

This Agreement is issued solely in connection with and for Licensee's use of the Beat pursuant and subject to all terms and conditions set forth herein.

1. License Fee

Licensee shall make payment of the License Fee to Licensor on the date of this Agreement. All rights granted to Licensee by Producer in the Beat are conditional upon Licensee's timely payment of the License Fee. The License Fee is a one-time payment for the rights granted to Licensee, and this Agreement is not valid until the License Fee has been paid.

2. Delivery of the Beat

• Licensor agrees to deliver the Beat as trackout stems and a high-quality WAV file, as such terms are understood in the music industry. This license does not include the MP3 file.
• Licensor shall use commercially reasonable efforts to deliver the Beat to Licensee immediately after payment of the License Fee is made. Licensee will receive the Beat via email, at the email address Licensee provided to Licensor.

3. Term

The Term of this Agreement shall be ten (10) years, and this license shall expire on the ten (10) year anniversary of the Effective Date.

4. Use of the Beat

(a) In consideration for Licensee's payment of the License Fee, Producer hereby grants Licensee a limited, non-exclusive, non-transferable license and right to incorporate, include, and/or use the Beat in the preparation of one (1) new song, or to incorporate the Beat into a new piece of instrumental music created by Licensee. Licensee may create the new song or new instrumental music by recording written lyrics over the Beat and/or by incorporating portions/samples of the Beat into pre-existing instrumental music written, produced, and/or owned by Licensee. The new song or piece of instrumental music that incorporates some or all of the Beat is referred to as the "New Song." Licensee may modify the arrangement, length, tempo, or pitch of the Beat in preparing the New Song for public release.

(b) This license grants Licensee a worldwide, non-exclusive license to use the Beat as incorporated in the New Song, in the manners and for the purposes expressly provided for herein, subject to the restrictions, limitations, and prohibited uses stated in this Agreement. Licensee acknowledges that any rights granted in the Beat under this Agreement are on a non-exclusive basis, and Producer may continue to license the Beat to other third parties on the same or similar terms.

(c) The New Song may be used for any promotional purposes, including but not limited to release in a single format, inclusion in a mixtape or free compilation of music (EP or album), and/or promotional, non-monetized digital streaming.

(d) Licensee may perform the New Song publicly for profit, including but not limited to live performances (concerts, festivals, nightclubs, etc.), and on terrestrial or satellite radio, with no cap on the number of stations, and on internet streaming services (Spotify, YouTube, Apple Music, etc.).

(e) Licensee may use the New Song in synchronization with an unlimited number of audiovisual works, each no longer than five (5) minutes in length (each, a "Video"). If the New Song itself is longer than five (5) minutes, a Video may not play longer than the length of the New Song. Each Video may be broadcast on any television network and/or uploaded to the internet for digital streaming and/or free download by the public, including but not limited to YouTube. Producer grants no other synchronization rights to Licensee.

(f) Licensee may make the New Song available for sale in physical and/or digital form, with no cap on the number of streams or downloads/physical copies sold under this license. The New Song may be sold as a single and/or included in a compilation (EP or full-length album), via digital retailers for permanent digital download and/or physical formats (CD, vinyl). For clarity: Licensee does not have the right to resell the Beat in the form it was delivered. Licensee must create a New Song (or new instrumental, as described above) for rights under this provision to vest. Any resale of the Beat in its original, unmodified form is a material breach of this Agreement.

Subject to Licensee's compliance with this Agreement, Licensee shall not be required to account or pay Producer any royalties, fees, or monies paid to or collected by Licensee (expressly excluding mechanical royalties, see Section 8) in connection with the use/exploitation of the New Song as set forth above.

5. Restrictions on Use of the Beat

Licensee agrees it is expressly prohibited from:

(a) Transferring or assigning any rights granted hereunder to any third party — the rights granted are non-transferable.

(b) Licensing or sublicensing any use of the Beat or New Song, in whole or in part, for "samples" by third parties.

(c) Unlawfully copying, streaming, duplicating, selling, lending, renting, hiring, broadcasting, uploading, or downloading the Beat itself (in the form, or a substantially similar form, as delivered) to any database, server, peer-to-peer network, file-sharing service, or website. Licensee may send the Beat file to musicians, engineers, or studio staff working on the New Song.

(d) Registering the Beat and/or New Song with any content identification system, service provider, music distributor, record label, or digital aggregator (e.g. TuneCore, CD Baby, or similar). This is to prevent Licensee from receiving a false copyright infringement notice from another non-exclusive licensee of the same Beat — the Beat is already registered for content identification by Producer as a pre-emptive measure. Violating this provision is a breach of this License and may result in revocation without notice or compensation.

(e) As applicable to both the underlying composition and the master recording of the Beat: (i) the New Song is a "derivative work" as that term is used in the U.S. Copyright Act; (ii) there is no intention by either party to create a joint work; and (iii) Producer grants no rights in any other derivative works created by other third-party licensees of the same Beat.

6. Ownership

(a) Producer is and remains the sole owner of all rights, title, and interest in the Beat, including all copyrights in the sound recording and underlying musical composition. Nothing in this Agreement assigns any such rights to Licensee. Licensee may not register, or attempt to register, the New Song and/or the Beat with the U.S. Copyright Office — that right is reserved to Producer. Licensee will, upon request, execute and deliver any documents Producer reasonably deems necessary to evidence Producer's rights, and grants Producer power of attorney to execute such documents if Licensee fails to do so within five (5) days of request.

(b) For clarity: Licensee does not own the master or sound recording rights in the New Song. Licensee is licensed to use the Beat in the New Song and to commercially exploit the New Song under the terms of this Agreement.

(c) Licensee does own the lyrics or other original musical components of the New Song written or composed solely by Licensee.

7. Publishing Split

With respect to the underlying composition embodied in the New Song, ownership of the composition shall be split as follows:

Writer	Share
sXt!n (Producer)	50%
Licensee	50%

Producer shall own, control, and administer fifty percent (50%) of the "Publisher's Share" of the underlying composition. If Licensee registers their interest in the composition with a Performing Rights Organization (PRO), Licensee must simultaneously register Producer's 50% share and ownership interest.

Licensee is deemed to have signed, affirmed, and ratified acceptance of this Agreement by virtue of paying the License Fee and electronically accepting these terms at the time of payment.

8. Mechanical License

If any composition recorded in the New Song is written or owned, in whole or in part, by Producer (a "Controlled Composition"), Producer agrees to issue mechanical licenses for each such Controlled Composition embodied in the New Song. For U.S. and Canada sales, Licensee will pay mechanical royalties at one hundred percent (100%) of the minimum statutory rate, uncapped for albums/EPs. For sales outside the U.S. and Canada, the mechanical royalty rate will be the prevailing industry rate in the relevant country as of the date of this Agreement.

9. Credit

Licensee shall use best efforts to credit Producer as "producer" and give appropriate production and songwriting credit on all formats embodying the New Song (physical, digital, video, liner notes, album covers) — substantially in the form: "Produced by sXt!n." Licensee shall check all proofs for accuracy of credit and use best efforts to correct any errors, including after release if a mistake is discovered.

10. Licensor's Option

Producer may, at Producer's sole discretion, terminate this License at any time within three (3) years of the Effective Date, upon written notice to Licensee. If exercised, Producer shall pay Licensee a sum equal to two hundred percent (200%) of the License Fee. Upon exercise, Licensee must immediately remove the New Song from all distribution channels and cease making it available for streaming or download.

11. Breach by Licensee

(a) Licensee has five (5) business days from receipt of written notice of an alleged breach to cure it. Failure to cure within that window is a default and breach of this Agreement, and Producer may, at its sole discretion, terminate Licensee's rights hereunder.

(b) If Licensee exploits or sells the Beat or New Song outside the manner expressly permitted in this Agreement, Licensee is liable to Producer for all monies paid, collected, or received in connection with such unauthorized exploitation.

(c) A breach or threatened breach by Licensee may cause irreparable injury to Producer not adequately compensable by damages alone. Producer may seek injunctive relief in addition to, not in place of, any other legal remedy including damages. Licensee is responsible for Producer's costs, expenses, and reasonable attorneys' fees incurred as a result of any violation.

12. Warranties, Representations, and Indemnification

(a) The Beat, its sound recording, and its underlying composition are licensed "as is," without warranty of fitness for any particular creative purpose.

(b) Producer warrants it has full right and ability to enter this Agreement, and that exploitation of the New Song as permitted herein will not infringe any third party's rights (contractual, copyright, privacy, publicity) or constitute libel/slander. Licensee makes the same warranty with respect to any elements it adds to the New Song, and indemnifies Producer for those added elements. Clearance of any third-party samples Licensee incorporates into the New Song is Licensee's sole responsibility. Producer warrants it did not use uncleared samples of third-party material in the Beat without first disclosing that to Licensee; if Licensee knowingly uses an undisclosed sample anyway, liability for that use shifts to Licensee.

(c) Each party indemnifies and holds the other harmless from third-party claims arising from a breach of that party's warranties, provided the party seeking indemnification gives prompt written notice and the right to participate in the defense.

13. Miscellaneous

This Agreement is the entire understanding between the parties and supersedes all prior agreements, oral or written. It may only be modified by written instrument (email is sufficient) signed by both parties. If any provision is held void or unenforceable, the rest of the Agreement remains in effect. This Agreement is governed by the laws of [Producer’s jurisdiction — to be finalized], and the exclusive venue for any dispute shall be the courts located there. Notices under this Agreement shall be given in writing to the addresses above, or by email, and are deemed received when sent.

Licensee acknowledges having read this Agreement and having had the opportunity to have it reviewed by independent counsel before accepting. If Licensee proceeds without doing so, that choice does not itself invalidate the Agreement or excuse Licensee's obligations under it. Payment of the License Fee and electronic acceptance of these terms serves as Licensee's signature and acceptance, in lieu of a physical signature.