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The purchased Beat, purchaser information, purchase date, and transaction information are identified in the order confirmation and licence record associated with this purchase. Those records form part of this Agreement.

"Beat" means the instrumental musical composition and associated audio files supplied by LifeOfLuv for the purchase, including MP3, WAV, stems, trackouts, and other files expressly included in the product listing.

"Song" means a new musical work created by Licensee incorporating the Beat, including vocals, lyrics, melodies, performances, or other original material.

"Existing Lease" means a valid non-exclusive licence for the same Beat granted by LifeOfLuv before the Effective Date.

After LifeOfLuv receives the $599 CAD Exclusive licence fee, LifeOfLuv grants Licensee an exclusive, worldwide, perpetual licence to use the Beat as incorporated into Songs, subject to this Agreement. Licensee may:

• ◆Record vocals or other performances over the Beat and create, reproduce, distribute, promote, perform, communicate, and monetize Songs.
• ◆Release Songs commercially on digital streaming services, download stores, social platforms, websites, radio, television, film, advertising, games, and other lawful media.
• ◆Edit, arrange, shorten, extend, loop, chop, mix, master, change tempo, and otherwise adapt the Beat as reasonably necessary to create Songs.
• ◆Create and monetize audiovisual works that embody Songs, including music videos, visualizers, lyric videos, and social-media content.
• ◆Perform Songs live and authorize ordinary promotional uses of Songs by distributors, venues, broadcasters, and platforms.

After the Effective Date, LifeOfLuv will stop offering, selling, licensing, or granting new customer licences for the Beat. LifeOfLuv will remove the Beat from its store for new licensing. This is an exclusive licence, not a transfer or assignment of ownership of the underlying copyright.

The Licensee does not acquire ownership of LifeOfLuv's producer identity, trademarks, business name, catalogue generally, unreleased projects, or any Beat other than the specific licensed Beat.

An Exclusive purchase does not cancel, invalidate, or interfere with any valid licence granted before the Effective Date. Every Existing Lease remains in effect according to its own terms. Existing licensees may continue to use, distribute, promote, monetize, perform, and otherwise exploit their Songs as their licences allow.

The Licensee may not issue takedowns, copyright claims, or other enforcement actions against an Existing Lease holder solely because the Licensee purchased this Exclusive licence. LifeOfLuv will not grant new customer licences for the Beat after the Effective Date.

LifeOfLuv retains all right, title, and interest in and to the Beat and its underlying copyright, including LifeOfLuv's producer contribution, production elements, project files, and rights not expressly granted by this Agreement. The $599 purchase does not assign the Beat's copyright to Licensee.

Licensee owns the original lyrics, vocals, performances, and other original material created or supplied by Licensee or its collaborators, subject to any third-party rights.

The $599 Exclusive purchase includes the parties' agreement that LifeOfLuv retains a 50% interest in the underlying musical composition embodied in a Song created from the Beat, and the artist/licensee side receives the remaining 50% interest, unless the parties sign a different written split sheet for that specific Song.

For clarity, the 50% artist/licensee side may be divided among the artist and any additional writers according to a signed split sheet. A label, manager, publisher, distributor, or other business entity does not automatically receive a composition share merely because it represents or distributes the artist.

Publishing administration, collection, and registration should follow the agreed composition ownership. Neither party may register, administer, assign, or collect the other party's composition interest without that party's written authorization.

The parties should complete and sign a Song Split Sheet whenever a Song has additional writers, co-producers, publishers, or other contributors, or whenever the default 50/50 arrangement is changed. The signed split sheet controls the allocation for that Song.

Nothing in this Agreement transfers LifeOfLuv's copyright in the Beat itself to Licensee. The composition split concerns the resulting Song and the parties' respective contributions to that Song.

Unless the parties separately agree in writing, the Licensee or the Licensee's recording entity owns and controls the new master recording of the Song created using the Beat, subject to LifeOfLuv's retained rights in the Beat and the composition interest described above. Ownership of the master does not eliminate LifeOfLuv's composition or producer rights.

Where commercially and technically practical, Licensee will give producer credit substantially in the form "Produced by LifeOfLuv." Credit may appear in metadata, descriptions, liner notes, video descriptions, social posts, and other customary credits.

A platform's failure to display credit is not a breach where Licensee supplied the credit in good faith.

Licensee may distribute and monetize Songs. Licensee must not enroll the Beat by itself, or a reference file containing only the Beat, into YouTube Content ID, Meta Rights Manager, TikTok Rights Manager, Facebook Rights Manager, or a similar automated rights-management system.

Licensee must promptly release or assist in resolving an automated claim that wrongly affects LifeOfLuv, an Existing Lease holder, or an authorized use. LifeOfLuv may use reasonable administrative tools to protect its catalogue, provided it does not knowingly interfere with Licensee's permitted use of a Song.

Licensee may not:

• ◆Resell, sublicense, give away, distribute, or make available the Beat or its files by themselves, including through beat stores, sample libraries, stems packs, NFT products, or file-sharing services.
• ◆Claim sole authorship or ownership of the Beat itself, remove LifeOfLuv's authorship information, or register the Beat alone as Licensee's composition or master.
• ◆Use the Beat in a defamatory, unlawful, infringing, or otherwise harmful manner, or falsely suggest that LifeOfLuv endorses a person, product, political message, or service.
• ◆Use the Beat to train an AI model, create a sample library, or create a competing beat product without LifeOfLuv's prior written consent.

LifeOfLuv represents, to the best of its knowledge, that the Beat is authorized for licensing through the LifeOfLuv store. Where a Beat contains third-party samples, loops, sounds, or other material subject to third-party rights or licence restrictions, those restrictions may apply to Licensee. Licensee is responsible for clearing material independently added to the Song.

The licence fee is $599 CAD plus applicable taxes shown at checkout. All sales are final and non-refundable except where a refund, cancellation, or other remedy is required by applicable law or LifeOfLuv agrees otherwise in writing. Nothing in this Agreement limits a right that cannot legally be excluded or waived.

Each party represents that it has authority to enter into this Agreement. LifeOfLuv represents, to its knowledge, that it has the right to grant the licence described here. Licensee represents that Licensee's added material and use of the Beat will not infringe another person's rights or violate applicable law.

Licensee will indemnify and hold LifeOfLuv harmless from claims, losses, liabilities, and reasonable costs arising from Licensee's breach of this Agreement or unauthorized use of the Beat, except to the extent caused by LifeOfLuv's breach or by liability that cannot legally be shifted.

Except for express promises in this Agreement and rights that cannot legally be excluded, the Beat and files are provided as-is and as-available. LifeOfLuv does not guarantee commercial success, playlist placement, monetization, platform acceptance, uninterrupted availability, or any particular revenue.

To the fullest extent permitted by law, LifeOfLuv's total liability arising from this Agreement will not exceed the licence fee paid for the applicable Beat. LifeOfLuv will not be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, data, reputation, or opportunity.

LifeOfLuv may terminate this Agreement if Licensee materially breaches it and, where the breach can be cured, fails to cure the breach within 14 days after written notice. Upon termination, Licensee must stop creating new Songs with the Beat and stop new unauthorized exploitation of the Beat.

Existing obligations and rights that by their nature survive termination remain in effect, including ownership, composition interests, Existing Leases, restrictions, indemnity, limitation of liability, and governing law.

This Agreement is governed by the laws of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict-of-laws principles.

The parties will first try in good faith to resolve a dispute through written discussion. Unless applicable law requires otherwise, courts located in Ontario have jurisdiction over disputes arising from this Agreement.

This Agreement is the entire agreement concerning the applicable Beat's Exclusive licence. A change must be in writing and agreed to by both parties. If a provision is unenforceable, the remaining provisions remain effective. Electronic acceptance, electronic signatures, checkout records, and electronic delivery may be used to evidence acceptance to the extent permitted by law.

The product-specific licence, rather than general website copy, controls if there is a conflict concerning the rights granted for the Beat.