Fire - Montrale K Davis | Lease

Producer Download Agreement

(Non-Exclusive License)

This Producer Download Agreement

(the “Agreement”) sets forth the terms and conditions under which Montrale K Davis (“Producer”) licenses musical compositions and/or instrumental tracks (each, a “Beat”) to purchasers (“Licensee”) via the Payhip platform. By completing a purchase and downloading any Beat from Producer, Licensee expressly agrees to be bound by all terms and conditions of this Agreement.

1. Grant of Non-Exclusive License

Producer hereby grants to Licensee a non-exclusive, non-transferable, revocable license to use the Beat(s) identified in the purchase record (the “Beat”) for the purpose of creating one (1) new musical composition (the “New Song”) by combining the Beat with vocal recordings and/or other musical elements. The Licensee may use the New Song for commercial and non-commercial purposes, including but not limited to:

a. Audio and video recordings

b. Digital downloads and streaming

c. Public performances

d. Synchronization in film, television, and other media (subject to further negotiation for major placements)

This non-exclusive license means Producer retains the right to license the Beat to other parties.

2. Term

This Agreement shall commence on the date of purchase and download by Licensee and shall continue in perpetuity, unless terminated earlier as provided herein.

3. Compensation and Deliverables

In consideration for the rights granted herein, Licensee shall pay Producer a one-time fee as specified on the Payhip product page at the time of purchase. This fee grants Licensee the rights as outlined in Section 1. No further royalties or payments are due to Producer from the sale or exploitation of the New Song, except as explicitly stated in Section 4.

Upon successful payment via Payhip, Producer shall deliver to Licensee the untagged, high-quality audio file(s) of the Beat (e.g., WAV, MP3) through the Payhip platform.

4. Credit and Attribution

Licensee shall ensure that Producer receives appropriate production credit for the Beat on all physical and digital copies of the New Song, and in all associated metadata, liner notes, and promotional materials. The credit shall be given in substantially the following form:

“Produced by Montrale K Davis”

5. Registration and Publishing

a. Licensee acknowledges that Producer retains one hundred percent (100%) of the publisher’s share and writer’s share of the Beat. The New Song created by Licensee using the Beat shall be registered with a Performing Rights Organization (PRO) (e.g., ASCAP, BMI, SESAC) and/or other relevant collection societies.

b. Licensee shall register the New Song with their chosen PRO and ensure that Montrale K Davis is credited as a writer and publisher for the Beat portion of the New Song, with the appropriate splits as agreed upon by the Parties (typically, Producer retains 50% of the publishing and 50% of the writer’s share for the instrumental composition, but this can be negotiated).

c. Licensee shall provide Producer with all necessary information and documentation to facilitate the proper registration and collection of royalties for the Producer’s share.

6. Intellectual Property and Restrictions

a. Producer retains all ownership rights, title, and interest in and to the original Beat, including all copyrights and master rights. The Licensee is granted a license to use the Beat as specified herein, but does not acquire ownership of the Beat itself.

b. Licensee may not resell, sublicense, transfer, or otherwise distribute the Beat on a standalone basis. The Beat must always be incorporated into a New Song with additional vocal or musical elements.

c. Licensee may not claim to be the original creator or owner of the Beat.

d. Licensee may not register the Beat (in whole or in part) with any content identification system (e.g., YouTube Content ID, SoundCloud monetization) or any other system that may generate claims or strikes against other users of the Beat.

7. Warranties and Representations

Producer warrants and represents that:

a. Producer is the sole owner of the Beat and has the full right and authority to enter into this Agreement and grant the rights herein.

b. The Beat does not infringe upon any copyrights, trademarks, or other intellectual property rights of any third party.

8. Indemnification

Each Party agrees to indemnify and hold harmless the other Party from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from any breach of their respective warranties, representations, or obligations under this Agreement.

9. Termination

This Agreement may be terminated by Producer if Licensee breaches any material term of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice from Producer. Upon termination, all rights granted to Licensee hereunder shall revert to Producer, and Licensee shall cease all use and exploitation of the New Song.

10. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Virginia, without regard to its conflict of laws principles.

11. Entire Agreement

This Agreement constitutes the entire understanding between the Parties concerning the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written.

12. No Refunds

All sales are final. Due to the digital nature of the product, no refunds will be issued once the Beat has been delivered to the Licensee.

13. Acceptance of Terms

By completing a purchase and downloading any Beat from Montrale K Davis, Licensee acknowledges and agrees to all terms and conditions set forth in this Producer Download Agreement, which shall constitute a legally binding contract between Producer and Licensee.

PRODUCER:

Montrale K Davis

Phone: 434-258-9487