Licensing Agreements

1. Definitions

In this Agreement, the following terms have the meanings set out below. Defined terms appear capitalised on first letter throughout the Agreement.

1. 1.1 "Agreement" means this contract, together with all Exhibits and amendments executed in writing by both Parties.

2. 1.2 "Effective Date" means [EFFECTIVE_DATE], being the date Licensee completed payment on the Marketplace and the licence vested.

3. 1.3 "Licensor" (or "Producer") means the producer trading on grimoirebeats.com under the handle @[PRODUCER_HANDLE], identified by the Marketplace account associated with that handle as at the Effective Date.

4. 1.4 "Licensee" (or "Buyer") means [BUYER_NAME], identified by the Marketplace account at [BUYER_EMAIL] as at the Effective Date.

5. 1.5 "Marketplace" means Grimoire Beats, operated at grimoirebeats.com. The Marketplace is solely a facilitator of this transaction and is not a Party to this Agreement. No right, claim, obligation or remedy under this Agreement may be enforced against the Marketplace.

6. 1.6 "Master" means the master sound recording of the beat titled "[BEAT_TITLE]" identified in Exhibit A, together with all reproductions, derivatives and digital files embodying that recording, delivered as a WAV (lossless, 44.1 kHz minimum) master file together with any trackout stems Licensor has available (the "Delivery Format").

7. 1.7 "Composition" means the underlying musical composition embodied in the Master.

8. 1.8 "Intellectual Property" means all copyrights, neighbouring rights, performance rights, mechanical rights, synchronisation rights, master rights, publishing rights, trademark rights and moral rights (to the extent waivable in the Territory) subsisting in the Master and the Composition.

9. 1.9 "Royalties" are not payable under this Agreement (see Section 4 — flat-fee non-exclusive licence).

10. 1.10 "Territory" means the world.

11. 1.11 "Term" means the period commencing on the Effective Date and continuing in perpetuity, subject to earlier termination under Section 11.

12. 1.12 "Confidential Information" means the existence and terms of this Agreement, financial terms, and any non-public information exchanged between the Parties in connection with the transaction.

13. 1.13 "Force Majeure Event" means any event beyond the reasonable control of a Party — including acts of God, war, terrorism, pandemic, governmental order, network or infrastructure outage materially affecting digital service providers — that prevents performance of an obligation under this Agreement.

2. Licence Grant

1. 2.1 Subject to the terms of this Agreement and full payment of the Consideration under Section 3, Licensor grants Licensee an exclusive, perpetual, worldwide licence to exploit the Master and Composition within the Territory during the Term as follows:

   1. 2.1.1 To reproduce the Master and incorporate it into one or more derivative musical works created and performed by Licensee (each, a "Derivative Work");
   2. 2.1.2 To distribute the Master and the Derivative Work in any and all formats — digital and physical — across all digital service providers, distribution platforms and retail channels worldwide;
   3. 2.1.3 To publicly perform the Master and the Derivative Work, including in monetised and non-monetised streaming, terrestrial and live performance contexts, without quantitative limit;
   4. 2.1.4 To synchronise the Master and the Derivative Work with audiovisual material for any purpose, including commercial advertising, television, film, video game and digital advertising — no separate sync licence is required;
   5. 2.1.5 To create unlimited Derivative Works and to authorise unlimited user-generated content uses on TikTok, Instagram Reels, YouTube Shorts and equivalents.

2. 2.2 All rights not expressly granted under clause 2.1 are retained by Licensor. Specifically Licensor retains: (a) fifty percent (50%) of the writer's share of public performance income on the underlying Composition, payable directly through Licensor's PRO; and (b) moral rights to the maximum extent permitted by applicable law (including the right of attribution and the right of integrity).

3. 2.3 The licence granted under clause 2.1 is exclusive within the Territory for the Term. Effective on the Effective Date, Licensor shall not, directly or through the Marketplace or any third party, grant any further licence to, or otherwise authorise any use of, the Master to any person other than Licensee. The Marketplace shall delist the Master from public sale concurrently with the Effective Date (clause 14.5 acceptance triggers this delisting at protocol level).

4. 2.4 The licence is worldwide and limited only by the Territory defined in clause 1.10.

5. 2.5 Notwithstanding the broad grant in clause 2.1, Licensee shall not, without Licensor's prior written consent:

   1. 2.5.1 Use the Master, the Composition or any Derivative Work in advertising for tobacco, firearms, gambling, political campaigns, or pornography;
   2. 2.5.2 Authorise any sampling of the Master by a third party where the resulting work would be substantially similar to or competitive with Licensee's primary Derivative Work without Licensor's prior written consent.

6. 2.6 Licensee shall credit Licensor on every release embodying the Master or a Derivative Work, in metadata and on artwork where reasonably practicable, as: "Prod. by @[PRODUCER_HANDLE]" (industry standard). Failure to credit, on becoming aware, shall be cured within thirty (30) days of written notice.

7. 2.7 To the maximum extent permitted by applicable law, Licensor reserves moral rights in the Master and the Composition.

3. Consideration

1. 3.1 In consideration of the grants made under Section 2, Licensee has paid Licensor a flat fee of $[AMOUNT_AUD] AUD (the "Purchase Price"). The Purchase Price was paid via Stripe Checkout on the Marketplace, with the Marketplace platform fee (20% of Purchase Price) and Stripe processing fees deducted at source and the net amount routed at protocol level to Licensor's connected Stripe account via Stripe Connect destination charge.

2. 3.2 Lump-sum, paid in full on the Effective Date. No instalments.

3. 3.3 Payment is evidenced by Grimoire Beats licence id [LICENSE_ID] and the corresponding Stripe payment intent of record.

4. 3.4 Each Party shall be responsible for its own income taxes. Any sales, value-added or goods-and-services tax payable on the Consideration shall be borne by Licensee and is in addition to the Purchase Price.

5. 3.5 Late payment is not applicable — Purchase Price was paid in full at the Effective Date.

4. Royalties

1. 4.1 Intentionally omitted — flat-fee non-exclusive licence. No continuing royalty is payable to Licensor under this Agreement.

2. 4.2 For the avoidance of doubt: Licensor remains free to license the Master to other licensees and to collect fees from those licensees; Licensor retains the writer's share of public performance income on the Composition (collected directly through Licensor's PRO); and Licensee retains 100% of revenue from the Derivative Work, subject only to the usage limitations in clause 2.5.

5. Representations and Warranties

1. 5.1 Licensor represents and warrants to Licensee, as at the Effective Date and continuing throughout the Term, that:

   1. 5.1.1 Licensor is the sole and exclusive owner of, or has the unencumbered right to grant, all rights in the Master and the Composition conveyed under this Agreement;
   2. 5.1.2 Licensor has full power and authority to enter into and perform this Agreement;
   3. 5.1.3 The Master and the Composition do not infringe the copyright, trademark, right of publicity, right of privacy or any other right of any third party, and to Licensor's knowledge no claim of such infringement has been made or threatened;
   4. 5.1.4 No third party has any claim, lien, security interest, encumbrance or other right in or to the Master or the Composition that would interfere with the rights granted under this Agreement;
   5. 5.1.5 All samples, interpolations and uncleared third-party material (if any) embodied in the Master have been cleared, or are identified to the contrary on Exhibit C of the standard form;
   6. 5.1.6 All royalties, fees and other amounts owed to performers, session musicians, mixing or mastering engineers, or any other contributors to the Master have been paid in full as at the Effective Date.

2. 5.2 Licensee represents and warrants to Licensor that Licensee has full capacity and authority to enter into and perform this Agreement; Licensee's exploitation of the Master, the Composition and the Derivative Work shall comply with all applicable laws, regulations and DSP/distributor terms of service in the Territory; and Licensee will at all times observe the usage limitations in clause 2.5 and the credit obligation in clause 2.6.

6. Intellectual Property

1. 6.1 On the Effective Date, all economic rights in the Master vest exclusively in Licensee for the Term, subject only to Licensor's retained rights set out in clause 2.2. Title to the underlying Composition (the musical work) remains co-administered: Licensee holds the full master rights; Licensor retains fifty percent (50%) of the writer's share of the Composition.

2. 6.2 Licensor warrants that Licensor is the original creator of the Master and Composition and that no third party has any conflicting claim. Supporting evidence (project files, session metadata, prior assignments where applicable) shall be made available on Licensee's reasonable request.

3. 6.3 Licensor shall execute and deliver any further documents Licensee reasonably requires to record, register or otherwise evidence the rights granted under this Agreement (including at the U.S. Copyright Office and equivalent registries in the Territory). Licensee bears the reasonable cost of such recordings.

4. 6.4 No reversion of the licensed rights is provided for under this Agreement except as may be required by mandatory law.

7. Indemnification

1. 7.1 Licensor shall indemnify, defend and hold harmless Licensee (and its successors) from and against any loss, damage, cost or expense (including reasonable legal fees) arising out of any third-party claim that the Master or the Composition infringes any third-party intellectual property right; that any of Licensor's representations or warranties in Section 5 was untrue when made; or that Licensor has failed to pay any royalty, fee or other amount due to a contributor to the Master in respect of the period prior to the Effective Date.

2. 7.2 Licensee shall indemnify, defend and hold harmless Licensor from and against any loss, damage, cost or expense (including reasonable legal fees) arising out of any third-party claim that Licensee's exploitation of the Master, the Composition or the Derivative Work breached the usage limitations in clause 2.5, applicable law, or DSP terms of service, or that any of Licensee's representations or warranties in Section 5 was untrue when made.

3. 7.3 The indemnified Party shall give the indemnifying Party prompt written notice of any claim, allow the indemnifying Party to control the defence (with counsel reasonably acceptable to the indemnified Party), and cooperate at the indemnifying Party's expense. The indemnifying Party shall not settle any claim that imposes any non-monetary obligation on the indemnified Party without the indemnified Party's prior written consent.

4. 7.4 This Section 7 survives termination of this Agreement.

8. Confidentiality

1. 8.1 Each Party shall hold Confidential Information in strict confidence and shall not disclose it to any third party except: (a) to professional advisers (legal, tax, accounting) under duty of confidence; (b) as required by law, court order, or regulator with jurisdiction; or (c) with the other Party's prior written consent.

2. 8.2 Each Party shall use Confidential Information solely for the purposes of performing this Agreement.

3. 8.3 This Section 8 survives termination for a period of three (3) years.

9. Audit Rights

1. 9.1 Intentionally omitted — flat-fee non-exclusive licence. For the avoidance of doubt, Licensor retains the right under Section 10 to seek injunctive relief in respect of breaches of the usage limitations in clause 2.5 and the credit obligation in clause 2.6.

10. Default and Remedies

1. 10.1 A Party is in material breach of this Agreement if it materially breaches any operative provision and fails to cure within the cure period, breaches any material representation or warranty in Section 5, or breaches the usage limitations in clause 2.5.

2. 10.2 The non-breaching Party shall give written notice of the breach. The breaching Party has thirty (30) days to cure any curable breach.

3. 10.3 Each Party acknowledges that breach of Sections 2, 6 or 8 may cause irreparable harm not adequately compensable by damages, and consents to the granting of injunctive or other equitable relief without the need to post bond, in addition to any other remedy available at law or in equity.

4. 10.4 Subject to clause 10.5, the non-breaching Party is entitled to recover all losses, damages and reasonable legal fees arising out of the breach.

5. 10.5 Except for breach of Section 8 (Confidentiality), the indemnity obligations in Section 7, or fraud or wilful misconduct, neither Party's aggregate liability under this Agreement shall exceed an amount equal to three (3) times the Purchase Price. Neither Party is liable for indirect, special, consequential, punitive or exemplary damages.

11. Termination

1. 11.1 Either Party may terminate this Agreement on written notice if the other Party is in material breach (as defined in Section 10) and fails to cure within the applicable cure period.

2. 11.2 Either Party may terminate this Agreement on written notice if the other Party becomes insolvent, makes an assignment for the benefit of creditors, has a receiver, trustee or administrator appointed over its assets, or commences voluntary or has commenced against it involuntary bankruptcy or analogous proceedings that are not dismissed within sixty (60) days.

3. 11.3 The Parties may terminate this Agreement at any time by written instrument signed by both Parties.

4. 11.4 If a Force Majeure Event prevents a Party from performing any material obligation for more than ninety (90) continuous days, either Party may terminate this Agreement on written notice without liability (save for accrued obligations).

5. 11.5 On termination: (a) the exclusive licence granted under Section 2 survives where the Purchase Price has been paid in full and Licensor's breach (if any) accrued after the Effective Date — in those circumstances Licensee continues to hold the rights granted; (b) where termination is for Licensor's material breach accrued before the Effective Date, Licensee shall be entitled to a full refund of the Purchase Price and to remove any Derivative Work from active distribution within sixty (60) days; (c) accrued payment obligations survive; and (d) Sections 5 (in respect of breaches accrued before termination), 7, 8 and 14 survive.

12. Dispute Resolution

1. 12.1 The Parties shall first attempt to resolve any dispute arising out of or in connection with this Agreement by good-faith negotiation for a period of thirty (30) days from written notice of the dispute.

2. 12.2 If the dispute is not resolved by negotiation, the Parties shall attempt to resolve it by confidential mediation administered by the Resolution Institute (resolution.institute) with the mediation seated in Melbourne, Victoria, Australia.

3. 12.3 If mediation does not resolve the dispute within sixty (60) days, the dispute shall be finally resolved by binding arbitration administered by the Australian Centre for International Commercial Arbitration (ACICA) under its Rules in force at the time the arbitration is commenced. The seat of arbitration shall be Melbourne, Victoria, Australia, the language shall be English, and the tribunal shall consist of one (1) arbitrator.

4. 12.4 Notwithstanding clause 12.3, either Party may apply to any court of competent jurisdiction for urgent injunctive or interim relief.

13. Governing Law

1. 13.1 This Agreement is governed by, and shall be construed in accordance with, the laws of the State of Victoria, Australia (where the Marketplace is operated), without reference to its conflict-of-laws principles.

14. Miscellaneous

1. 14.1 This Agreement constitutes the entire agreement between the Parties in respect of its subject matter and supersedes all prior negotiations, representations and understandings, whether oral or written, including the Marketplace's standard Terms of Service in respect of the specific transaction recorded by licence id [LICENSE_ID]. Where the Marketplace's Terms of Service and this Agreement conflict in respect of the Master, this Agreement prevails between the Parties.

2. 14.2 Neither Party may assign this Agreement without the other Party's prior written consent (not to be unreasonably withheld), except that Licensee may assign to a successor in interest by way of merger, reorganisation or sale of substantially all of its assets on written notice to Licensor.

3. 14.3 All notices under this Agreement shall be in writing and delivered to the Parties at the email addresses of record on the Marketplace (or such other address as a Party may notify in writing). Notices sent by email are deemed received on the next business day.

4. 14.4 Any amendment to this Agreement must be in writing and agreed by both Parties (electronic consent on the Marketplace is sufficient).

5. 14.5 Execution by electronic acceptance on the Marketplace at checkout is valid and binding under the Electronic Transactions Act 1999 (Cth) and equivalent legislation in Licensee's jurisdiction.

6. 14.6 If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remainder of the Agreement shall continue in full force and effect.

7. 14.7 No failure or delay by a Party in exercising any right under this Agreement operates as a waiver of that right, nor does any single or partial exercise of any right preclude any further exercise.

8. 14.8 Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship between the Parties. The Marketplace is a facilitator and not a Party.

9. 14.9 No person other than a Party to this Agreement has any right to enforce any of its terms. The Marketplace is not an intended third-party beneficiary of this Agreement and has no rights or obligations under it.

10. 14.10 Section headings are for convenience only and do not affect interpretation.