This Non-Exclusive Royalty-Free Extended Lease License Agreement (referred to as the "Agreement") is entered into and effective as of [CONTRACT DATE] (the "Effective Date") by and between Karvin Lazare, also known as KayLaz (hereinafter referred to as the "Producer" or "Licensor"), and [CUSTOMER FULL NAME], residing in [CUSTOMER CITIY, COUNTRY] (hereinafter referred to as "You" or "Licensee"). This Agreement establishes the terms and conditions under which the Licensee is permitted to use the Producer's instrumental music file titled [PRODUCT_TITLE] (referred to as the "Beat"). In exchange for the use of the Beat, the Licensee agrees to pay a monthly fee of $2.99 (USD) (the "License Fee") on an "Royalty-Free Extended Lease" basis.

This Agreement is granted solely for the Licensee's use of the Beat and is governed by all the terms and conditions outlined within this document.

1) Payment and Termination:

a. The rights conferred to the Licensee by the Producer concerning the Beat are contingent upon the Licensee's prompt payment of the monthly License Fee. The License Fee represents a recurring obligation for the rights granted to the Licensee, and this Agreement shall not be deemed valid until the initial monthly payment has been received.

b. Should the Licensee fail to make the required monthly payment, all rights granted under this Agreement shall be forfeited if the Licensee does not rectify the missed payment within 20 days of the date of the missed payment.

2) Delivery and Access:

a. Upon successful payment, the Licensor shall deliver the Beat to the Licensee by providing a download link. The Licensor agrees to maintain the accessibility of this download link until the exclusive rights to the Beat are purchased by a third party. If the download link is non-functional or the Licensee is unable to download the files, the Licensee may contact the Licensor for an alternative delivery method, such as a new link or direct email delivery.

b. The Licensor agrees to deliver the Beat to the Licensee in a high-quality MP3 and WAV file format with one (1) producer tag in the intro or the outro of the Beat, consistent with industry standards for audio quality as recognized in the music industry.

3) Term and Renewal: The Term of this Agreement shall be one (1) Month and this license shall be renewed automatically on the one (1) month anniversary of the Effective Date until cancelled by the Licensee or Licensor.

4) Grant of Rights and Permitted Uses:

a. In exchange for the Licensee's payment of the License Fee, the Producer grants the Licensee a limited, non-exclusive, and non-transferable license. This license allows the Licensee to use the Beat exclusively for the creation of one (1) new song or instrumental composition. The Licensee may produce the new song or instrumental music by overlaying their written lyrics onto the Beat, or by integrating segments or samples of the Beat into previously created instrumental music that the Licensee has authored, produced, or owns. The final product, which may utilize some or all of the Beat, will be referred to as the "New Song." The Licensee is authorized to adjust the arrangement, duration, tempo, or pitch of the Beat as needed for the New Song intended for public distribution.

b. This License provides the Licensee with a worldwide, non-exclusive right to utilize the Beat as part of the New Song in the manners and for the purposes explicitly outlined in this Agreement, subject to the restrictions on sale, limitations, and prohibited uses specified herein. The Licensee acknowledges and agrees that all rights granted to the Licensee regarding the Beat under this Agreement are on a NON-EXCLUSIVE basis, and the Producer reserves the right to license the Beat under similar terms and conditions to other potential third-party licensees.

• The New Song may be utilized for promotional purposes solely in the form of a single release and/or for promotional digital streaming, which may be monetized or non-monetized.

• The Licensee is granted the right to publicly perform the song for-profit without limitation and for an unlimited number of non-profit performances. This includes, but is not limited to, live performances (such as concerts, festivals, nightclubs, etc.) and streaming on third-party platforms (including but not limited to Spotify, YouTube, and Apple Music).

• The Licensee is granted the right to make the New Song available for sale in both physical and digital formats. The Licensee may sell unlimited downloads and is allowed unlimited monetized audio streams, unlimited monetized video streams, unlimited non-monetized video streams, and unlimited free downloads of the New Song. The New Song may be sold as a single through digital retailers for permanent digital download in any audio format and in physical formats, including compact discs and vinyl records. For clarity, the Licensee does not have the right to sell the Beat in its original form as it was delivered. The Licensee must create a New Song or an instrumental version for the rights granted in this provision to take effect. Any sale of the Beat in its original form by the Licensee shall constitute a material breach of this Agreement, and the Licensee shall be liable to the Licensor for damages as specified herein.

c.       Provided that the Licensee complies with all other terms and conditions of this Agreement, the Licensee shall not be obligated to account for or pay to the Producer any royalties, fees, or other payments received or collected by the Licensee related to the use or exploitation of the New Song, except for the monthly License Fee as stipulated in section 1(a).

5) Restrictions on the Grant of Rights and Permitted Uses: The Licensee hereby acknowledges and agrees that any actions or uses of the Beat or New Song in the manners or for the purposes specified below are expressly prohibited:

a. The rights granted to Licensee are NON-TRANSFERABLE and that Licensee may not transfer or assign any of its rights hereunder to any third-party.

b. The Licensee is expressly prohibited from authorizing, enabling, or otherwise permitting the New Song to be broadcast, transmitted, or otherwise played on any terrestrial or satellite radio station or radio broadcast, whether such broadcast is for profit or non-profit. This prohibition extends to all forms of traditional radio programming, including but not limited to, live broadcasts, syndicated programs, pre-recorded shows, and any other audio content transmitted via radio waves or satellite signals intended for reception by the general public using radio receivers. For the avoidance of doubt, this restriction does not apply to streaming or other digital distribution methods via the internet.

c. The Licensee shall not synchronize, nor allow any third parties to synchronize, the New Song with any audiovisual works, with the exception of videos that consist solely of the New Song playing in conjunction with a static, non-moving image, provided that such videos are not related to any commercial or promotion that does not directly promote the artist's work. This prohibition includes, but is not limited to, the use of the Beat and/or New Song in television programs, commercials, films, theatrical productions, video games, and any other online content.

d. The Licensee is not permitted to bundle the New Song with other songs for sale as an EP or a full-length album. Any such compilation is strictly prohibited under this Agreement.

e. The Licensee shall not have the right to license or sublicense any use of the Beat or of the New Song, in whole or in part, for any so-called "samples".

f. The Licensee shall not engage in any unlawful activities related to the Beat, including but not limited to copying, streaming, duplicating, selling, lending, renting, hiring, broadcasting, uploading, or downloading to any databases, servers, computers, peer-to-peer sharing networks, or other file-sharing services. The Licensee is also prohibited from posting the Beat on websites or distributing it in any form, or in a substantially similar form, as it was delivered to the Licensee. Notwithstanding the above, the Licensee may share the Beat file solely with individuals who are directly involved in the production of the New Song, including musicians, engineers, and studio managers, provided that such sharing is necessary for the completion of the New Song and does not constitute further distribution or public sharing of the Beat.

g. The Licensee is strictly prohibited from registering the Beat, in whole or in part, with any Content Identification system, service provider, digital aggregator, or other organization (e.g., TuneCore, CDBaby) that asserts exclusive ownership rights over the Beat. The Licensee acknowledges that the Beat contains pre-existing intellectual property belonging solely to the Licensor. The Licensee may, however, register the New Song as a whole with a distributor for the purpose of commercial exploitation, provided that such registration does not create a Content ID claim on the underlying Beat or assert any ownership rights over the Beat's composition or sound recording. The Licensee agrees to notify any distributor of the non-exclusive nature of their license and the existence of third-party content (the Beat) within the New Song.This restriction is in place to prevent the Licensee from receiving copyright infringement takedown notices from third parties who may also hold a non-exclusive license to use the Beat in their own New Songs. Failure to comply with this policy will constitute a violation of the terms of this License, which may result in the immediate revocation of the Licensee's rights to use the Beat and/or New Song, without prior notice or compensation.

h. With respect to both the underlying composition of the Beat and the master recording of the Beat: (i) The parties acknowledge that the New Song qualifies as a 'derivative work' as defined by the United States Copyright Act; (ii) The parties affirm that there is no intention to create a joint work, meaning that each party retains separate rights to their respective contributions; and (iii) The Licensor does not intend to grant any rights to other derivative works that may be created by third-party licensees.

6) Producer's Rights and Ownership:

a. The Producer retains exclusive ownership of all rights, titles, and interests in the Beat, including all copyrights associated with the sound recording and the underlying musical compositions created by the Producer. This agreement does not transfer any rights from the Producer to the Licensee. The Licensee is prohibited from registering or attempting to register the New Song and/or the Beat with the U.S. Copyright Office, as this right is solely reserved for the Producer. Upon request, the Licensee agrees to sign and deliver any additional documents that the Producer deems necessary to confirm and uphold the Producer’s rights. If the Licensee fails to execute these documents within five (5) days of the request, the Producer is authorized to act as attorney-in-fact for the Licensee, allowing the Producer to sign, acknowledge, and submit any such documents to the U.S. Copyright Office or other relevant authorities.

b. For clarity, you do not own the master recording or the sound recording rights to the New Song. You have been granted a license to use the Beat in the New Song and to commercially exploit the New Song in accordance with the terms and conditions of this Agreement. However, you retain ownership of the lyrics and any other original musical components of the New Song that you have written or composed solely by yourself.

c. The Licensee shall not be obligated to account for or pay to the Producer any royalties, fees, or other payments received or collected by the Licensee related to the use or exploitation of the New Song, with the exception of the monthly License Fee as stipulated in Section 1(a). The Licensee is granted full and exclusive rights to the publishing of their lyrical and original musical contributions to the New Song and is entitled to retain 100% of all revenues generated from its commercial exploitation.

7) Producer Credit: The Licensee is granted the right to utilize and allow others to utilize the Producer's approved name, likeness, and biographical information solely for promotional purposes related to the New Song created under this agreement. The Licensee agrees to exert best efforts to ensure that the Producer is credited as the "producer" in all formats associated with the New Song, including but not limited to compact discs, digital labels, music videos, and any other record configurations known now or developed in the future. Such credits must prominently appear on all relevant materials, including cover liner notes and the front and/or back covers of any release featuring the New Song. In the event of any inaccuracies in the Producer's credit, the Licensee shall take immediate action to rectify such errors and ensure proper credit is given on a prospective basis. The credit shall be presented in a substantial form, including but not limited to: "Produced by KayLaz" "Prod. By KayLaz" or in collaborative contexts as follows: "artist name ft KayLaz - song name" or "artist name - song name ft KayLaz" or any similar format that appropriately acknowledges the Producer's contribution.

8) Termination Rights: Licensor shall have the option to terminate this License in the event of: (a) a clear breach of this Agreement by Licensee; (b) illegal use of the instrumental by Licensee; or (c) the exclusive rights to the beat being sold by Licensor. In the event of such termination, Licensor shall provide written notice to Licensee specifying the reason for termination. Upon Licensor's exercise of the option under the conditions outlined above, Licensee must remove the New Song from any and all digital and physical distribution channels and must immediately cease access to any streams and/or downloads of the New Song by the general public immediately or within the specified period depending on the reason for termination such as the ones outlined in section 10 and 11.

9) Breach by Licensee:

a. In the event that Producer reasonably believes Licensee has materially breached any provision of this Agreement, Producer shall provide Licensee with written notice detailing the nature of the alleged breach. Licensee shall have a period of ten (10) business days from the date of receipt of such notice to cure the alleged breach to Producer's reasonable satisfaction. Should Licensee fail to cure the alleged breach within the aforementioned ten (10) business day period, such failure shall constitute a material default under this Agreement. In the event of such material default, Producer shall have the right, at its sole and absolute discretion, to terminate this Agreement upon written notice to Licensee, without prejudice to any other rights or remedies available to Producer at law or in equity.

b. In the event that Licensee commercially exploits and/or sells the Beat or New Song in a manner or quantity exceeding the express scope of rights granted herein, Licensee shall be in material breach of this Agreement. As a consequence of such breach, Licensee shall be liable to Producer for monetary damages. The amount of said damages shall be equal to the aggregate sum of all revenues, royalties, or other consideration actually received by or credited to Licensee, or any third party acting on Licensee’s behalf, that are directly or indirectly attributable to such unauthorized commercial exploitation of the Beat and/or New Song. This remedy is in addition to any other remedies available to Producer at law or in equity.

c. Licensee acknowledges that any breach or threatened breach of this Agreement by Licensee will cause irreparable harm to Producer, for which monetary damages may be an inadequate remedy. Therefore, in the event of such breach or threatened breach, Producer shall be entitled to seek injunctive relief, including but not limited to a temporary restraining order and a preliminary injunction, to prevent or restrain the violation of the terms of this Agreement by Licensee. The pursuit of injunctive relief by Producer shall not preclude Producer from seeking and obtaining any and all other remedies available at law or in equity, including, without limitation, the recovery of monetary damages for any losses or damages sustained as a result of Licensee's breach. Licensee shall be liable for and shall indemnify Producer against all costs, expenses, and damages, including reasonable attorneys' fees and court costs, incurred by Producer in connection with the enforcement of this Agreement or the prosecution of any claim arising from Licensee's breach or threatened breach of this Agreement.

10) Transition of Rights Upon Exclusive License: In the event that the Licensor grants exclusive rights to a third party for a beat that is the subject of a current non-exclusive license with the Licensee, the following terms and conditions shall apply:

a. The Licensor shall provide written notice to the Licensee of the grant of exclusive rights. Such notice shall be deemed sufficient if delivered by email, or other verifiable method of written communication. The date of receipt shall be considered the date of notification.

b. The Licensee shall have thirty (30) calendar days commencing from the date of notification to remove all musical compositions incorporating the beat from all digital distribution platforms, cease any physical distribution, and terminate any monetization activities related to said compositions.

c. Upon expiration of the thirty (30) day removal period, the Licensee shall immediately cease all further use of the beat. This includes, but is not limited to, ensuring the permanent removal of any musical compositions incorporating the beat from all digital distribution platforms, the cessation of any physical distribution, and the termination of any monetization activities related to said compositions.

11) Warranties, Representations, and Indemnification:

a. Licensee acknowledges and agrees that Licensor has not made any representations or warranties, express or implied, regarding the suitability of the Beat for any particular creative use, musical purpose, or intended application of Licensee. The Beat, including its sound recording and the underlying musical composition, is provided "as is," and Licensor expressly disclaims all warranties, including but not limited to, warranties of merchantability, fitness for a particular purpose, and non-infringement. Licensee assumes all responsibility associated with the use of the Beat."

b. Each party shall indemnify, defend, and hold the other harmless from and against any and all third-party claims, liabilities, costs, losses, damages, or expenses (including reasonable attorney's fees) actually incurred by the non-defaulting party, arising out of or relating to:

• Any breach or alleged breach by the defaulting party of any warranties or representations made under this agreement; or

• Any failure by the defaulting party to perform any of its obligations under this agreement. This indemnification is contingent upon the non-defaulting party providing the defaulting party with prompt written notice of any such claim and allowing the defaulting party the right to control the defense and settlement of such claim, with counsel of its choice and at its sole expense. However, the non-defaulting party shall have the right to participate in the defense with counsel of its choice at its own expense. Under no circumstances shall the Artist be entitled to seek injunctive or other equitable relief for any breach or non-compliance with any provision of this agreement.

12) Acceptance of Terms: The Licensee is considered to have signed, accepted and agreed to the terms of this Agreement by paying the License Fee to the Licensor and by electronically accepting the terms and conditions at the time of making that payment. This acceptance is binding and serves as confirmation of the Licensee's agreement to the terms without needing a physical signature.

13) General Provisions: This Agreement constitutes the entire agreement between the parties, superseding all prior agreements, whether oral or written, relating to the subject matter herein. It represents the final and complete expression of their understanding.

No modification, amendment, or waiver of any provision of this Agreement shall be effective unless made in writing (including email) and signed by both parties.

If any provision of this Agreement is held to be invalid, void, or unenforceable, the remaining provisions shall remain in full force and effect, as if the invalid, void, or unenforceable provision had never been included.

No failure by the Licensor to perform any obligation under this Agreement shall be deemed a material breach unless the Licensee provides written notice of such failure, and the Licensor fails to cure the breach within ninety (90) days after receipt of the notice. If the breach cannot reasonably be cured within ninety (90) days, the Licensor must commence curative action within that period and diligently pursue it to completion.

This Agreement shall be governed by and construed in accordance with the laws of Quebec, Canada, without regard to its conflict of laws principles. The parties agree that the courts of Quebec, Canada, shall have exclusive jurisdiction and venue over any action, suit, or proceeding arising out of or relating to this Agreement.

The Licensee shall not be entitled to any compensation in connection with the Masters except as expressly provided in this Agreement.

All notices under this Agreement must be in writing and sent via email to kaylaz.agreementnotice@gmail.com. The sender must request and receive confirmation of receipt from the recipient for the notice to be considered valid. Notices shall be deemed effective upon receipt.

LICENSEE ACKNOWLEDGES AND AGREES THAT THEY HAVE READ THIS AGREEMENT, UNDERSTAND ITS TERMS, AND HAVE BEEN ADVISED TO SEEK INDEPENDENT LEGAL COUNSEL TO REVIEW IT. LICENSEE ACKNOWLEDGES THAT THEY HAVE HAD THE OPPORTUNITY TO OBTAIN INDEPENDENT LEGAL REPRESENTATION. IF LICENSEE HAS CHOSEN NOT TO OBTAIN INDEPENDENT LEGAL COUNSEL, THEY WARRANT AND REPRESENT THAT THEY WILL NOT USE THIS LACK OF REPRESENTATION AS A BASIS TO AVOID THEIR OBLIGATIONS UNDER THIS AGREEMENT OR TO CHALLENGE ITS VALIDITY OR ENFORCEABILITY.

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. A copy of this Agreement transmitted by facsimile or scanned and transmitted via email shall be treated as an original and shall be binding on the party whose signature appears thereon.

The Licensor shall provide an updated copy of this agreement, reflecting the Licensee's name, address, and specifications of the purchase, to the Licensee via email.