Terms and Conditions

Definitions:

• "I", "Producer", "Licensor" or "Seller" refers to me, Karvin Lazare, also known as KayLaz.
• "The Buyer", "The Licensee", "You," or "Your" refers to the individual or entity licensing "The Beat".
• The term "The Beat" or "Beat" refers to the original instrumental composition(s) created and composed by Karvin Lazare (KayLaz) "The Producer".
• The term "New Song" refers to a new and original musical work created by you "the Licensee" that incorporates the Beat as a recognizable and integral component.
• "License Agreement" refers to the specific set of rights (e.g., Standard, Premium, or Exclusive) selected and paid for by the Licensee.
• "Terms" refers to these General Terms and Conditions.

Introduction: This document outlines the general terms and conditions governing your use of the Beat. By completing a purchase, download, or electronic transaction, you agree to these Terms. These Terms are intended to work in conjunction with your specific License Agreement. In the event of a conflict between these General Terms and a specific Exclusive Rights License Agreement, the terms of the Exclusive Agreement shall prevail.

Section 1: Paid License Terms.

1) Payment & Termination:

• For Non-Exclusive License (Extended Leases): You shall pay a recurring monthly or annual fee as specified in your chosen license plan. Payment is due on the same day of each billing cycle. If payment is not received, a twenty (20) day grace period applies. Failure to pay within this period will result in the automatic termination of the license and the forfeiture of all usage rights.
• For Exclusive Licenses: The Licensee shall pay a one-time, non-refundable Exclusive License Fee. No rights are transferred, and the license is not considered valid until the full payment has been received and cleared.
• Royalty-Based Termination: For all royalty-bearing agreements (including the Exclusive License), failure to accurately account for and pay the Producer’s share of royalties (as defined in the specific License Agreement) constitutes a material breach. Following a thirty (30) day notice-and-cure period, the Producer reserves the right to terminate the license and seek legal remedies.

2) Refund Policy: Due to the digital nature of the Beat, all sales are final and non-refundable. By downloading or accessing the files, you waive any right to a refund or "cooling-off" period.

• Chargebacks: In the event of a payment dispute or "chargeback" initiated via a bank or payment processor (e.g., PayPal, Stripe), the Licensee’s rights to the Beat shall be immediately and automatically suspended until the dispute is resolved in the Producer's favor.
• Exclusive Tier: For Exclusive Licenses, the "Sold" status of the beat is permanent upon payment. Because the Producer incurs the loss of potential sales by removing the Beat from the store, no refunds will be granted under any circumstances.

3) License Grant:

• General Grant: Upon successful payment, the Licensee is granted a license to use the Beat to create one (1) New Song. The Licensee may modify the Beat (edit, loop, or rearrange) to fit the New Song. Use of the Beat for any other purpose or in additional songs requires prior written permission and/or an additional license.
• Exclusivity: If the Licensee has purchased an Exclusive License, this grant is exclusive and worldwide. The Producer shall not grant any further licenses to the Beat to third parties. For all other license tiers, the grant is non-exclusive, and the Producer retains the right to continue licensing the Beat to others.
• Non-Transferable: This license is personal to the Licensee. You may not sell, rent, or assign this license to another party.
• Exception: For Exclusive Licenses, the Licensee may assign their rights in the "New Song" to a record label or distribution entity, provided that the Producer’s 50% ownership and royalty rights remain fully protected and the assignee agrees to these terms.

4) Permitted Uses & Revenue:

• Distribution & Streaming: The Licensee may use the New Song for promotional and commercial purposes, including distribution to all Digital Service Providers (Spotify, Apple Music, etc.) and physical formats.
• Public Performance: The Licensee is granted the right to perform the New Song publicly for-profit or non-profit.
• Revenue Splits:
• Non-Exclusive License: As long as the Licensee maintains an active paid subscription (Monthly or Annual), the Licensee shall retain 100% of the revenue generated from the New Song. These licenses are "Royalty-Free" for the duration of the subscription.
• Exclusive License: The Exclusive License is Royalty-Bearing. Because this is a one-time purchase that removes the Beat from the market, all revenue (Sales, Streaming, Sync, and Publishing) is subject to a 50/50 split between the Producer and the Licensee as detailed in the Exclusive Rights Agreement.
• Standalone Restriction: The Licensee is strictly prohibited from sharing, selling, or distributing the standalone Beat. The Beat may only be exploited as an integral part of the New Song.

5) Restrictions & Prohibitions:

• Non-Transferability: You are explicitly prohibited from transferring, assigning, or sublicensing any rights to the standalone Beat. However, Exclusive Licensees may assign their rights in the New Song to a record label or distributor, provided the Producer’s 50% split is maintained.
• Video & Synchronization:
• Non-Exclusive License: Use is limited to promotional videos with a still image (e.g., "Art Tracks" on YouTube). Use in TV, film, commercials, or music videos is prohibited.
• Exclusive License: The Licensee is granted full synchronization rights for music videos and commercial use (TV/Film), subject to the 50/50 fee split mentioned in the Exclusive Agreement.
• Albums and Collections:
• Non-Exclusive License: The New Song must be released as a standalone single. It may not be included in an EP, LP, or compilation of any sort.
• Exclusive License: The Licensee has the unlimited right to include the New Song in EPs, LPs, or albums.
• Content ID & Digital Fingerprinting: All Licensees are strictly prohibited from registering the standalone Beat with any content identification system (e.g., YouTube Content ID, TuneCore). Only the "New Song" (Beat + Vocals) may be registered.
• Unlawful Activity: All Licensees are prohibited from using the Beat in any manner that promotes hate speech, illegal acts, or violates the "Moral Rights" of the Producer.

Section 2: Free Download License Terms.

By making any "free downloads" from this website, the licensee agrees to the following terms, which constitute a limited, non-exclusive, and non-transferable license.

1) Permitted Use: The Licensee is granted the right to use the Beat for non-commercial, non-profit, promotional, and demo purposes only. This includes, but is not limited to, creating demo songs, free mixtapes, or using the Beat for social media posts that are not monetized.

• Termination by Exclusive Sale: The Licensee acknowledges that if the Beat is purchased as an Exclusive License by a third party, the Producer reserves the right to terminate this Free License upon notice.
• No Commercial Rights: Any commercial exploitation (streaming for profit, digital sales, or monetized performances) is strictly prohibited under this Free License and requires the purchase of a Paid License.

2) Prohibited Use: The Licensee is strictly prohibited from using the Beat from a "free download" for any commercial purpose. This includes, but is not limited to:

• Distributing the song on digital streaming platforms (e.g., Spotify, Apple Music, Tidal).
• Monetizing the song on video platforms (e.g., YouTube, Facebook).
• Selling physical copies (e.g., CDs, vinyl).
• Using the Beat for radio or television broadcasts.
• Performing the song for commercial gain.

3) Content ID Registration:

• Free users are strictly prohibited from registering any new song created using the Beat with any Content ID system (e.g., YouTube Content ID, Audible Magic) or any performing rights organization (e.g., ASCAP, BMI). This is to prevent any potential copyright claims on the Licensor's original work. If a third party purchases an Exclusive License for this Beat, any unauthorized uploads of the "Free" version may be subject to takedown notices or monetization claims by the Exclusive owner.

4) Copyright: The Licensor retains 100% of all copyrights and publishing rights to the Beat. Under this Free License, the Licensee is granted only a limited, temporary permission to use the Beat for non-commercial purposes; no ownership, intellectual property rights, or commercial rights are transferred.

• Exclusivity Notice: The Licensee acknowledges that the Producer remains free to license the Beat to others or to sell the Exclusive Rights to a third party at any time. In the event of an Exclusive sale, the rights granted under this Free License may be revoked to protect the interests of the Exclusive Licensee.

5) Upgrading to a Paid License: To use the Beat for any commercial purpose, the Licensee must purchase a corresponding commercial license from the Licensor's website.

• Available Options: Licensees may choose from a Non-Exclusive License (Standard/Premium subscription) or an Exclusive License (one-time purchase).
• Credit for Previous Use: Any use of the "Free Download" version must be immediately updated to comply with the terms of the new Paid License upon purchase (e.g., adding proper metadata, updating descriptions, and fulfilling royalty obligations if the Exclusive tier is chosen).
• Availability: The Licensee acknowledges that the Beat is available on a "first-come, first-served" basis. If the Exclusive Rights are sold to another party before the Licensee upgrades, the Beat will be removed from the store and will no longer be available for licensing.

Section 3: General Terms and Conditions.

1) Ownership:

• The Beat: The Producer (KayLaz) retains 100% ownership of the original Beat (the underlying sound recording and composition). A license grants you the right to use the Beat, but does not transfer the underlying copyright of the Beat to you.
• The Lyrics/Vocals: The Licensee retains full ownership of their original lyrics and vocal performances contributed to the New Song.
• The New Song (The Master):
• Non-Exclusive Licenses: The Licensee shall own the Master recording of the New Song, subject to the Producer’s ownership of the underlying Beat.
• Exclusive Licenses: The New Song is considered a "Joint Work." The ownership of the Master recording and the underlying Composition (Publishing) shall be shared 50% by the Producer and 50% by the Licensee, as detailed in the Exclusive Rights Agreement.

2) Producer Credit & Branding: The Licensee is obligated to provide proper credit to the Producer (KayLaz) on all versions of the New Song.

• Metadata & Titles: Credit should be given as "Produced by KayLaz" or "Prod. by KayLaz." * Primary/Featured Credit: The Licensee is permitted and encouraged to list KayLaz as a "Featured Artist" or "Collaborator" (e.g., "Artist Name x KayLaz") on streaming platforms to ensure proper cross-promotion and visibility.
• Placement: This credit must appear in the metadata of all digital releases (Spotify, Apple Music, etc.), on physical packaging, and in the written description of all video uploads.
• Social Media: The Licensee shall tag the Producer’s official social media handles when posting content featuring the New Song to facilitate mutual growth and engagement.

3) Termination for Breach: The Producer reserves the right to terminate any license immediately if the Licensee violates these Terms, fails to make timely payments (including the 50% royalty split for Exclusive holders), or uses the Beat in any unlawful manner. Upon termination, all rights to use the Beat or the New Song cease immediately.

4) Transition of Rights: The Licensee acknowledges that the Beat is licensed on a non-exclusive basis unless an Exclusive License is purchased.

• Takedown Notice: In the event the Producer sells the Exclusive Rights to the Beat to a third party, all non-exclusive licenses (including Free and Paid/Extended) shall terminate.
• 30-Day Grace Period: Upon written notice from the Producer or the website platform, the Licensee shall have thirty (30) days to remove the New Song from all digital streaming platforms, social media, and physical stores.
• Infringement: Any use of the New Song or Beat beyond this 30-day window constitutes a copyright infringement and may result in DMCA takedown notices and legal action by the new Exclusive owner or the Producer.

5) Indemnification: The Licensee agrees to indemnify, defend, and hold harmless the Producer (Karvin Lazare / KayLaz) from and against any and all claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising out of:

• Unauthorized Content: Any third-party claims resulting from lyrics, samples, or other musical elements added to the Beat by the Licensee without proper clearance.
• Breach of Contract: Any breach by the Licensee of the terms and warranties in this Agreement.
• Illegal Use: Any use of the New Song that violates local or international laws.

6) Governing Law & Dispute Resolution:

• Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable therein.
• Mediation & Arbitration: Any dispute arising out of or in connection with this Agreement shall first be submitted to mediation in Montreal, Quebec. If mediation is unsuccessful, the dispute shall be resolved by binding arbitration in Montreal in accordance with the rules of the Canadian Arbitration Association.
• Online Acceptance: The Licensee acknowledges that by clicking "I Agree," purchasing a license, or downloading a "Free" Beat, they are providing a digital signature and are fully bound by these terms as if they had signed a physical contract.

7) Changes to Terms and Conditions: The Producer reserves the right to update these Terms and Conditions at any time.

• Notification: Material changes will be communicated via the website or email. Continued use of the website or the Beat after changes are posted constitutes acceptance of the new terms.
• Legacy Protection: Changes to these terms will not retroactively alter the fundamental royalty splits or ownership percentages of Exclusive Licenses purchased prior to the update.
• Subscription Licenses: For Non-Exclusive (Subscription) licenses, the terms in effect at the time of your most recent renewal shall apply.

8) Terms Acceptance: By completing a purchase, initiating a subscription, or downloading a "Free" Beat, the Licensee affirmatively represents that they have carefully read, fully understood, and unequivocally agree to be legally bound by all provisions, conditions, and obligations contained within these Terms and Conditions.

• Express Consent: The completion of any transaction or download on this website serves as express consent to comply with these Terms and Conditions in their entirety.
• Capacity: The Licensee represents that they are of legal age to enter into a binding contract or have obtained parental/guardian consent to do so.

9) Choice of Language (Choix de langue)

The parties hereto confirm that it is their wish that this Agreement as well as all other documents relating hereto, including notices, have been and shall be drawn up in the English language only. Les parties aux présentes confirment leur volonté que cette convention de même que tous les documents, y compris tout avis qui s'y rattache, soient rédigés en langue anglaise seulement.



10) Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be eliminated or limited to the minimum extent necessary, and the remaining provisions of the Agreement will continue in full force and effect.