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NON-EXCLUSIVE PREMIUM LICENSE AGREEMENT

nodxyzoff ("Licensor") Effective Date: [DATE OF PURCHASE] License Number: [ORDER ID]

PARTIES

This Non-Exclusive Premium License Agreement ("Agreement") is entered into as of the Effective Date by and between:

Licensor: nodxyzoff, operating at nodxyzoff.com ("Licensor" or "Producer") Licensee: The purchasing customer whose name and contact details were provided at checkout ("Licensee" or "Artist")

1. DEFINITIONS

  • "Beat" means the musical composition and master sound recording identified at the time of purchase.
  • "Licensed Content" means the WAV audio file(s) and stem files delivered to Licensee upon payment.
  • "Stems" means the individual component audio tracks of the Beat (drums, bass, melody, etc.).
  • "New Song" means a new musical composition created by Licensee that incorporates the Beat.
  • "Streaming Threshold" means the maximum cumulative streams, plays, and audio/video views across all platforms.

    • 2. GRANT OF LICENSE

    Subject to full payment of the license fee and compliance with this Agreement, Licensor grants Licensee a non-exclusive, non-transferable, worldwide license to:

    a) Use the Beat and Stems to record one (1) New Song; b) Distribute the New Song for personal, promotional, and commercial use as specified below; c) Perform the New Song publicly (live and online); d) Upload the New Song to digital streaming platforms (Spotify, Apple Music, SoundCloud, YouTube, etc.); e) Distribute one (1) official music video for the New Song; f) Re-mix and edit the Stems for use within the New Song only.

    3. LICENSE LIMITATIONS

    This license is subject to the following limits:

    RestrictionLimit

    Audio streams (Spotify, Apple Music, etc.)100,000 lifetime Video streams / views (YouTube, TikTok, etc.)100,000 lifetime Sales & downloads10,000 units Radio broadcasts5 stations Music video distribution1 (official video) Sync licensing (film, TV, ads)Not permitted Ringtones & multimediaNot permitted Live performancesUnlimited

    If the New Song exceeds any of the above limits, Licensee must upgrade to an Exclusive License within thirty (30) days of exceeding the limit.

    4. PERMITTED FILE FORMATS

    Licensee receives:

  • High-quality MP3 (320kbps)
  • Untagged WAV (24-bit/44.1kHz)
  • Stem files (WAV, individual tracks)

    • 5. CREDIT REQUIREMENT

    Licensee must credit the Licensor in all releases and distributions of the New Song as follows:

    "[Beat Title] Prod. by nodxyzoff"

    This credit must appear in:

  • Song title or subtitle (e.g., "Song Name (Prod. by nodxyzoff)")
  • All streaming platform metadata/description fields
  • YouTube video description and end card/credits
  • Album/EP liner notes and digital booklets
  • Music video credits

    • Failure to provide proper credit is a material breach of this Agreement.

    6. OWNERSHIP & COPYRIGHT

    a) Beat Ownership: The Beat, Stems, and all underlying musical elements remain the exclusive property of Licensor. Licensee acquires no ownership interest in the Beat or Stems themselves.

    b) Master Recording: Licensee owns the master sound recording of the New Song (the final mixed and mastered version inclusive of vocals and additional elements), excluding the underlying Beat.

    c) Derivative Works: Licensee may edit and arrange the Stems for the purpose of creating the New Song only. Licensee may not release stems or isolated elements separately, or use them in any other project.

    d) Publishing: Licensor retains 50% of the publishing rights (songwriter share) for any song created under this license. Licensee must register this split with their performing rights organization (PRO).

    e) Re-licensing: Because this is a non-exclusive license, the Beat may be licensed to other artists simultaneously.

    7. PROHIBITED USES

    Licensee may NOT:

  • Sell, transfer, or sublicense this license, the Beat, or the Stems to any third party
  • Use the Beat in any unlawful, defamatory, obscene, or hate-promoting content
  • Register the Beat or the New Song's instrumental portions with any content ID system (YouTube Content ID, DistroKid, etc.)
  • Claim sole authorship or sole composition rights to the New Song
  • Use the Beat or Stems in more than one (1) New Song without purchasing an additional license
  • Release or distribute the Stems or isolated Beat components independently
  • Grant sync licenses for film, television, advertising, or video games

    • 8. TERM & TERMINATION

    a) Term: This license is valid for a period of ten (10) years from the Effective Date, unless terminated earlier.

    b) Termination for Breach: Licensor may terminate this Agreement immediately upon written notice if Licensee materially breaches any term. Upon termination, Licensee must immediately cease all distribution and use of the New Song.

    c) Release Date Limitation: Licensee must release the New Song within three (3) years of the Effective Date or the license expires.

    9. REPRESENTATIONS & WARRANTIES

    Licensee represents and warrants that: a) Licensee has the full right, power, and authority to enter into this Agreement; b) The New Song will not infringe any third-party intellectual property rights; c) Licensee will comply with all applicable laws and platform terms of service.

    10. INDEMNIFICATION

    Licensee agrees to indemnify, defend, and hold harmless Licensor from any claims, damages, losses, and expenses (including reasonable attorney's fees) arising from Licensee's use of the Licensed Content or any breach of this Agreement.

    11. LIMITATION OF LIABILITY

    LICENSOR SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. LICENSOR'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE LICENSE FEE PAID BY LICENSEE.

    12. GOVERNING LAW

    This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which the Licensor is domiciled, without regard to conflict of laws principles. Any disputes shall be resolved through binding arbitration.

    13. ENTIRE AGREEMENT

    This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, and understandings.

    14. ACCEPTANCE

    By completing the purchase, Licensee agrees to be bound by all terms of this Agreement.

    *nodxyzoff — nodxyzoff.com* *License issued automatically upon confirmed payment*

    DISCLAIMER: This document is a template license agreement. It is strongly recommended that both parties consult a qualified entertainment attorney for legal advice specific to their situation.

    nodxyzoff is not a law firm. These are template agreements — consult a qualified entertainment attorney.