STEMS-License
NON-EXCLUSIVE STEMS BEAT LICENSE AGREEMENT
This Non-Exclusive STEMS Beat License
Agreement (the “Agreement”) is entered into as of [Date] (the “Effective Date”)
by and between:
LICENSOR: Emil Klein / Asterio
Address: Lehrter Str. 53, 10557 Berlin
and
LICENSEE: [Client’s Name]
Address: [Client’s Address]
regarding the instrumental sound recording
entitled “[Title]” (the “Beat”).
Preamble
Licensee intends to use the Beat for the
creation of one (1) new musical recording (the “New Recording”). In
consideration of the full and timely payment of the License Fee, Licensor
grants Licensee the non-exclusive license described below, subject to all terms
and restrictions of this Agreement.
1. License Fee and Effectiveness
(1) Licensee shall pay Licensor a one-time
license fee of EUR 99,95 € (normal price, may change during discounts) including
applicable VAT, if any (the “License Fee”).
(2) The rights granted under this Agreement
are conditional upon full and timely payment of the License Fee.
(3) Licensee acknowledges and accepts the
terms of this Agreement by paying the License Fee. No handwritten or electronic
signature is required for this Agreement to become binding.
(4) If the License Fee is not paid in full,
no rights are granted to Licensee and any use of the Beat is unauthorized.
2. Grant of Non-Exclusive Rights
(1) Subject to payment of the License Fee
and the restrictions in this Agreement, Licensor grants Licensee a
non-exclusive, worldwide and non-transferable license to use the Beat solely
for the creation and exploitation of one (1) New Recording.
(2) The license term is ten (10) years from
the Effective Date (the “License Term”), unless earlier terminated in
accordance with this Agreement.
(3) Because the license is non-exclusive,
Licensor remains free to license, sell, distribute or otherwise exploit the
Beat to and for other artists and customers.
(4) Licensee may edit the Beat for the
creation of the New Recording, including reasonable changes to arrangement,
length, tempo, pitch or structure.
(5) The license does not transfer ownership
of the Beat to Licensee.
3. Permitted Uses of the New Recording
(1) Licensee may release, distribute,
promote and commercially exploit the New Recording worldwide within the limits
set out in this Section.
(2) Licensee may distribute and sell the
New Recording in physical and digital formats up to a total of 10,000 units,
including downloads, CDs and vinyl.
(3) The New Recording may generate up to 500,000
monetized audio streams on streaming services such as Spotify, Apple Music,
Amazon Music and comparable platforms.
(4) Free and non-monetized streams and
views are permitted without a numerical limit.
(5) Licensee may use the New Recording for
self-promotion, social media content and comparable promotional purposes.
(6) Licensee may include the New Recording
in one (1) audiovisual video with a maximum duration of five (5) minutes.
(7) Licensee may publicly
perform the New Recording for promotional and commercial purposes, subject to
the applicable collecting-society rules and the limits of this Agreement.
4. Synchronization
(1) The synchronization right granted under
this Agreement is limited to the one (1) video described in Section 3.
(2) Use of the New Recording in
commercials, films, television programs, games, theatrical productions or other
audiovisual productions requires a separate written synchronization license
from Licensor.
5. Restrictions and Prohibited Uses
(1) Licensee may not sell, distribute,
upload, lease, rent, sublicense or otherwise make the Beat available in its
original or substantially similar instrumental form.
(2) Licensee may not transfer the license
or the standalone rights in the Beat to a third party.
(3) Licensee may not use the Beat as a
sample or sample library for another artist or production.
(4) Licensee may not register the Beat
itself with Content ID or another content-identification system in a manner
that claims ownership of the underlying Beat.
(5) Licensee may not authorize any third
party to register the Beat itself with Content ID or a comparable system.
(6) Licensee may provide the Beat to
musicians, vocalists, engineers, studios and other persons reasonably involved
in creating the New Recording, provided that such persons receive access only
for that purpose.
(8) Any use exceeding the rights expressly
granted in this Agreement requires a separate license.
6. Ownership and Copyright
(1) Licensor retains all rights, title and
interest in the original Beat, including the underlying musical composition and
original sound recording.
(2) Licensee acquires no ownership rights
in the Beat and receives only the limited rights expressly granted by this
Agreement.
(3) Original lyrics and other original
elements independently created by Licensee remain attributable to their
respective creator(s), subject to applicable third-party rights.
(4) The parties agree that the underlying
composition of the New Recording shall be registered according to the
publishing split set out in Section 7.
(5) Nothing in this Agreement transfers
ownership of Licensor’s copyright or other intellectual-property rights in the
Beat.
7. Publishing Split
(1) Licensee or the relevant lyricist(s)
shall own one hundred percent (100%) of the lyric share attributable to
original lyrics written by them.
(2) Licensor (and if applicable the
collaboration producers) shall own one hundred percent (100%) of the
compositional share (if applicable, split equally by the collaboration
producers).
(3) The parties shall register the New
Recording consistently with the agreed split with GEMA or another applicable
collecting society.
(4) No party may register a different
ownership allocation without the other party’s prior written consent.
(5) In case that the Licensee can’t handle
the registration of the New Work with a performance rights organization
himself, he must contact the Licensor by the release of the New Recording.
8. Producer Credit
(1) Licensee shall use reasonable efforts
to credit Licensor (and if applicable the collaboration producers) in
connection with the New Recording as: “Produced by Asterio” or “Produced by
Asterio and *collaboration producer*”
(2) The credit should appear, where
technically and commercially customary, in digital metadata, platform credits,
physical liner notes and promotional materials.
9. Beat Availability and Other Licenses
(1) Because this is a non-exclusive
license, Licensor may continue to offer the Beat to other customers and may
grant additional non-exclusive licenses.
(2) Other artists may therefore release
recordings using the same Beat. Licensee acknowledges and accepts this
non-exclusive nature of the license.
(3) Licensor may continue to promote and
commercially exploit the Beat, provided that such exploitation does not falsely
represent Licensee’s New Recording as owned by Licensor.
10. Beat Delivery
(1) Following receipt of the License Fee,
Licensor shall provide the Beat and the Beat-Stems as high-quality WAV files.
(2) The delivered files may be used only
within the scope of this Agreement.
11. License Expiration
(1) Upon expiration of the License Term,
Licensee shall cease creating new releases or new commercial exploitation of
the Beat and New Recording under this license.
(2) Existing copies, releases and streams
that were lawfully created during the License Term may remain available only to
the extent permitted by applicable law and the terms of the applicable
distribution platforms.
(3) Any continued exploitation after
expiration requires a renewed or extended license.
12. Termination and Buy-Back Option
(1) Licensor may terminate this Agreement
at Licensor’s discretion during the first three (3) years after the Effective
Date by written notice.
(2) If Licensor exercises this option,
Licensor shall refund Licensee an amount equal to two hundred percent (200%) of
the License Fee actually paid.
(3) Following termination and refund,
Licensee shall cease new exploitation of the New Recording and use commercially
reasonable efforts to remove it from active distribution channels.
(4) The buy-back option does not affect
rights or licenses that Licensor may have granted to other customers under
separate agreements.
13. Breach by Licensee
(1) If Licensee materially breaches this
Agreement, Licensee shall have five (5) business days after written notice to
cure the breach, where the breach is reasonably capable of cure.
(2) Failure to cure a material breach may
result in termination of the license and pursuit of available legal remedies.
(3) Unauthorized use of the Beat beyond the
licensed scope may result in liability for damages and other remedies available
under applicable law.
14. Warranties and Indemnification
(1) Licensor warrants that Licensor has the
necessary rights and authority to grant the rights expressly granted under this
Agreement.
(2) Licensor warrants, to Licensor’s
knowledge, that the Beat as delivered does not knowingly infringe third-party
intellectual-property rights.
(3) Licensee is responsible for all lyrics,
vocals, samples, recordings and other material added by Licensee and warrants
that such material is original or properly cleared.
(4) Licensee shall indemnify and hold the
Licensor harmless against all claims by third parties arising from any breach
of this Agreement by the Licensee.
15. Enforcement of Rights
(1) If a third party infringes rights in
the New Recording, either party may take appropriate legal action concerning
the rights it owns or controls.
(2) The parties shall reasonably cooperate
in enforcement actions relating to the New Recording.
(3) Any recovery shall first be used to
reimburse reasonable legal costs and expenses. Any remaining recovery shall be
allocated according to the parties’ respective rights, unless otherwise agreed.
16. Final Provisions
(1) This Agreement constitutes the entire
agreement between the parties concerning the Beat and supersedes prior
agreements concerning the same subject matter.
(2) Amendments and additions must be made
in text form. Email is sufficient unless mandatory law requires a stricter
form.
(3) If any provision is invalid or
unenforceable, the remaining provisions remain in full force and effect.
(4) This Agreement shall be governed by the
laws of the Federal Republic of Germany.
(5) To the extent legally permissible, the
place of jurisdiction shall be the registered place of business of the
Licensor.
(6) The Licensee acknowledges and accepts
the terms of this Agreement by paying the License Fee.
License Details
Beat Title: [Title]
License Fee: EUR 99,95 €
Effective Date: [Date]
License Term: Ten (10) years
Maximum Physical/Digital Units: 10,000
Maximum Monetized Streams: 500,000
Licensor: Emil Klein / Asterio
Licensee: [Client’s Name]
