Custom Beat Agreement

This License Agreement (the “Agreement”), having been made on and effective as of (date will be added on the checkout) (the “Effective Date”) by and between Tav1n (the “Producer” or “Licensor”); and you, The Customer Name (“You” or “Licensee”), residing at The Customer Address, sets forth the terms and conditions of the Licensee’s use, and the rights granted in, the Producer’s Custom Beat Service – Custom Beat Agreement (the “Beat”) in consideration for Licensee’s payment.

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

1. Definitions

1.1 “Beat” means the original musical composition, including instrumental and production elements, created by Producer for Licensee under this Agreement.
1.2 “Delivery Files” means all audio stems, mixed and mastered MP3/WAV files in the Licensee’s order email.
1.3 “Unlimited Lease” means a non‑exclusive license permitting Licensee unlimited use of the Beat under the terms and conditions set forth in a separate Unlimited Lease License Agreement.
1.4 “Exclusive License” means a license granting Licensee exclusive rights to the Beat, subject to the terms of a separate Exclusive License Agreement executed by the Parties.
1.5 “Revisions (Recalls)” means Producer’s corrections, alterations, or modifications to the Beat at Licensee’s request.

2. Scope of Services

2.1 Production: Producer agrees to compose, produce, and deliver a custom Beat in accordance with Licensee’s specifications as provided in Licensee’s order email.

2.2 Delivery Timeline: Producer will deliver the completed Beat and all Delivery Files to Licensee via digital transmission (email or file‑sharing service) within fourteen (14) calendar days from the Effective Date, provided Licensee has supplied all necessary reference materials and initial deposit as set out in Section 4.

3. License Options

3.1 Selection of License Type: The Beat may be licensed to Licensee under either an Unlimited Lease or an Exclusive License, as agreed in writing by the Parties prior to production.
3.2 Separate License Agreements: Specific terms, pricing, and rights for Unlimited Lease and Exclusive License options are set forth in separate license agreements, which shall be attached hereto as Exhibit A (Unlimited Lease License) or Exhibit B (Exclusive License) and incorporated by reference.

4. Fees and Payment

4.1 Production Fee: The Licensee to shall make payment of the Production 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 Production Fee. The Production Fee is a one-time payment for the rights granted to Licensee and this Agreement is not valid until the Production Fee has been paid.
4.2 Additional Revision Fees: Licensee is entitled to up to three (3) complimentary Revisions (Recalls). Any Revision request beyond the initial three (3) shall incur an additional fee of $30 USD per Revision (“Additional Revision Fee”). Additional Revision Fees are due at the time of request for such extra Revisions.

5. Revisions (Recalls)

5.1 Revision Requests: Licensee may request changes to the Beat by email.
5.2 Revision Limit: Up to three (3) Revisions are included free of charge.
5.3 Additional Revisions: Any Revision request exceeding three (3) will be billed at $30 USD per Revision. Producer will not commence any additional Revision work until Licensee has paid the applicable Additional Revision Fee.

6. Ownership and Grant of Rights

6.1 Ownership: Producer retains all right, title, and interest in and to the Beat and the underlying compositions, including all copyrights.
6.2 License Grant: Subject to full payment of all fees and compliance with this Agreement, Producer grants Licensee a license to use the Beat under the terms of the chosen license option (Unlimited Lease or Exclusive License).

7. Warranties and Representations

7.1 Producer’s Warranty: Producer represents and warrants that the Beat is original, has not been copied from any third‑party source, and does not infringe any intellectual property rights of others.
7.2 Licensee’s Warranty: Licensee represents and warrants that any materials provided to Producer (e.g., lyrics, samples) are owned or licensed by Licensee and do not infringe third‑party rights.

8. Indemnification

Each Party shall indemnify, defend, and hold harmless the other Party from any claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of a breach of their representations, warranties, or obligations under this Agreement.

9. Limitation of Liability

In no event shall Producer be liable for any indirect, incidental, consequential, special, or exemplary damages arising out of or in connection with this Agreement, even if advised of the possibility of such damages.

10. Termination

10.1 By Licensee: Licensee may terminate this Agreement by written notice if Producer materially breaches any provision and fails to cure within seven (7) days after written notice.
10.2 By Producer: Producer may terminate if Licensee fails to pay any amount due under this Agreement within seven (7) days of notice.
10.3 Effect of Termination: Upon termination, Producer retains ownership of all work‑in‑progress, and Licensee forfeits any Deposit and any rights to incomplete materials.

11. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, USA (without regard to conflict of law principles). Any disputes arising under this Agreement shall be resolved by binding arbitration in current location of the Licensor.

12. Miscellaneous

12.1 Entire Agreement: This Agreement, including any Exhibits, constitutes the entire understanding of the Parties and supersedes all prior agreements.
12.2 Amendments: Any modification must be in writing and signed by both Parties.
12.3 Severability: If any provision is found invalid, the remainder shall remain in full force.
12.4 Assignment: Licensee may not assign its rights without Producer’s prior written consent.
12.5 Notices: All notices under this Agreement shall be in writing and sent via email or certified mail to the addresses above.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.