Unlimited Beat Licence Agreement

"Beat" means the instrumental musical composition and associated audio files identified in the applicable purchase, including any MP3, WAV, stems, trackouts, or other files supplied by LifeOfLuv.

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

"Lease" means the non-exclusive, unlimited licence granted under this Agreement.

"Exclusive Licence" means a separate exclusive licence purchased from LifeOfLuv for a specific Beat.

This licence is:

• ◆worldwide;
• ◆perpetual, subject to the termination provisions of this Agreement;
• ◆non-exclusive;
• ◆transferable only as expressly permitted by this Agreement; and
• ◆limited to the rights expressly granted herein.

Upon successful payment of the $199 CAD Unlimited Lease fee, LifeOfLuv grants Licensee a non-exclusive, worldwide, perpetual licence to use the Beat in connection with the creation, recording, distribution, promotion, performance, and commercial exploitation of a Song.

The licence becomes effective when payment has been successfully completed.

Under the Unlimited Lease, Licensee may:

• ◆Record vocals or other performances over the Beat.
• ◆Modify, edit, arrange, shorten, extend, loop, chop, or otherwise adapt the Beat for the creation of a Song.
• ◆Release the resulting Song commercially.
• ◆Distribute the Song through Spotify, Apple Music, YouTube, Amazon Music, SoundCloud, Bandcamp, and other legitimate digital platforms.
• ◆Monetize the Song.
• ◆Create and monetize music videos containing the Song.
• ◆Perform the Song publicly, including paid performances.
• ◆Submit the Song to radio, playlists, blogs, publications, and promotional outlets.
• ◆Promote the Song through social media, advertising, websites, and other promotional channels.
• ◆Sell or distribute copies of the completed Song.
• ◆Register the resulting Song with applicable performing-rights organizations, collection societies, distributors, and similar organizations, provided that such registration does not falsely claim ownership of LifeOfLuv's underlying Beat.
• ◆Use the Song for ordinary commercial promotional purposes associated with the artist, artist brand, release, or project.

There is no stream, download, sale, or revenue ceiling under the Unlimited Lease.

The Unlimited Lease does not transfer ownership of the Beat or its underlying copyright to Licensee.

LifeOfLuv remains the owner of all rights in and to the Beat except for the specific licence rights granted under this Agreement.

Licensee is purchasing permission to use the Beat, not purchasing ownership of the underlying Beat. Nothing in this Agreement constitutes an assignment of copyright.

Canadian copyright law permits a copyright owner to grant rights by licence without transferring ownership of the copyright.

LifeOfLuv may:

• ◆license the same Beat to other artists;
• ◆sell additional non-exclusive licences for the Beat;
• ◆promote the Beat;
• ◆distribute or otherwise exploit the Beat;
• ◆offer an Exclusive Licence for the Beat.

The Unlimited Lease is non-exclusive.

LifeOfLuv may subsequently sell an Exclusive Licence for a Beat that has previously been leased. If an Exclusive Licence is sold, LifeOfLuv will cease offering that Beat for new non-exclusive licences after the effective date of the Exclusive Licence.

All valid licences granted before the Exclusive Licence was sold remain valid according to their original terms. An Exclusive Licence does not retroactively cancel, revoke, or invalidate previously granted licences.

Licensee therefore understands that purchasing an Unlimited Lease does not guarantee that the Beat will remain available exclusively to Licensee in the future.

Licensee owns the original creative material independently contributed by Licensee to the Song, including original lyrics, vocals, performances, and other original material created by Licensee.

The Beat itself remains the property of LifeOfLuv. Unless otherwise agreed in writing, purchasing this licence does not automatically transfer LifeOfLuv's copyright ownership in the Beat to Licensee.

Any songwriting, publishing, composition, or master-rights split involving LifeOfLuv or another contributor must be separately agreed upon where applicable.

Where commercially and technically reasonable, Licensee agrees to credit the Producer as: "Produced by LifeOfLuv." Acceptable variations include "Prod. by LifeOfLuv" or "Production by LifeOfLuv."

Licensee should provide producer credit in the Song metadata and/or accompanying release information where the applicable platform permits such credit. Failure to provide credit does not automatically terminate the licence, but LifeOfLuv may request that reasonable credit corrections be made.

Licensee may not:

• ◆Resell the Beat — sell, lease, license, sublicense, distribute, or otherwise make the Beat available to another person as an instrumental product.
• ◆Redistribute the Beat by itself as an instrumental, sample pack, loop pack, sound library, beat pack, downloadable music file, or substantially similar standalone audio product.
• ◆Claim authorship of the Beat, or represent that Licensee independently created the underlying Beat.
• ◆Grant another person ownership or licensing rights in the underlying Beat.
• ◆Use the Beat to create a competing beat, instrumental, sample pack, template, production library, or similar product.
• ◆Distribute the Beat in a manner intended to bypass or undermine LifeOfLuv's licensing system.

Licensee may register the resulting Song with legitimate distributors, collection societies, performing-rights organizations, and other relevant organizations. Licensee may not register the underlying Beat itself as though Licensee were its sole creator or copyright owner.

Where a platform requires identification of the underlying composition or producer information, Licensee agrees to provide accurate information.

If a third-party automated copyright system incorrectly identifies the licensed Song as infringing another work solely because the same LifeOfLuv Beat has been licensed to multiple artists, the parties should cooperate in good faith to resolve the claim.

LifeOfLuv represents that, to the best of LifeOfLuv's knowledge, the Beat is authorized for licensing as provided through the LifeOfLuv store.

Where a Beat contains third-party material, samples, loops, sounds, or other material subject to third-party rights or licence restrictions, those restrictions may apply to Licensee.

Licensee is responsible for obtaining any additional clearance required for material independently added to the Song by Licensee or any third party, and must not represent that LifeOfLuv has cleared third-party material that LifeOfLuv has not expressly represented as cleared.

Licensee may edit and adapt the Beat for the purpose of creating the Song. Permitted modifications include trimming, looping, arranging, changing song structure, adding vocals, adding instruments, adding effects, editing, mixing, mastering, changing volume, changing tempo, and other reasonable production modifications.

Such modifications do not transfer ownership of the underlying Beat to Licensee.

The licence is granted specifically to the purchasing Licensee. Licensee may not sell, assign, sublicense, or transfer this licence separately from the completed Song without written authorization from LifeOfLuv.

The completed Song may be commercially exploited by Licensee in accordance with this Agreement.

All purchases are final. LifeOfLuv does not provide refunds for Beat licences once purchased or delivered. Because Beat licences are digital products and intellectual-property licences, Licensee acknowledges that the purchase is made with the understanding that the licence is immediately granted upon successful payment.

This no-refund policy does not exclude or limit any cancellation, refund, or other consumer rights that cannot lawfully be excluded or limited under applicable law.

For online purchases in Ontario, LifeOfLuv will provide the agreement and required purchase information in accordance with applicable consumer-protection requirements. Ontario law provides specific cancellation rights where required internet-agreement disclosures or confirmation requirements are not satisfied.

Upon termination:

• ◆Licensee must cease creating new uses of the Beat.
• ◆Licensee must cease distributing the Beat independently.
• ◆Existing commercially released Songs may remain available where removal would be inconsistent with applicable law or where LifeOfLuv expressly permits continued exploitation.
• ◆Termination does not eliminate obligations that by their nature survive termination.

LifeOfLuv may terminate this licence if Licensee materially breaches this Agreement and fails to correct the breach within a reasonable period after receiving written notice.

LifeOfLuv does not guarantee:

• ◆that a Song created using the Beat will achieve commercial success;
• ◆that a distributor will accept the Song;
• ◆that a platform will monetize the Song;
• ◆that the Song will receive playlist placement;
• ◆that the Song will generate a particular amount of revenue;
• ◆or that the Beat will meet a particular artistic or commercial objective beyond the product description provided at purchase.

The Beat is provided on an "as available" basis.

To the maximum extent permitted by applicable law, LifeOfLuv will not be liable for indirect, incidental, consequential, special, exemplary, or punitive damages arising from Licensee's use of the Beat.

To the maximum extent permitted by applicable law, LifeOfLuv's aggregate liability arising from this Agreement will not exceed the amount actually paid by Licensee for the applicable licence. Nothing in this Agreement limits liability that cannot legally be limited or excluded.

Licensee agrees to indemnify and hold harmless LifeOfLuv from claims, damages, losses, liabilities, and reasonable expenses arising from:

• ◆Licensee's breach of this Agreement;
• ◆Licensee's unauthorized use of the Beat;
• ◆material independently supplied by Licensee;
• ◆Licensee's violation of third-party rights; or
• ◆Licensee's unlawful use of the Song or Beat.

This provision does not require Licensee to indemnify LifeOfLuv for LifeOfLuv's own unlawful conduct or obligations that cannot legally be transferred.

This Agreement shall be governed by the laws of the Province of Ontario and the applicable laws of Canada. The parties submit to the jurisdiction of the courts of Ontario for disputes arising from this Agreement, subject to any mandatory consumer-protection rights or other applicable law.

This Agreement may be accepted electronically. By checking an acceptance box, clicking an "I Agree," "Purchase," "Buy," or substantially similar button after being provided access to this Agreement, purchasing the Beat, or otherwise electronically accepting the Agreement, Licensee indicates acceptance and agrees to be bound by its terms.

Ontario's Electronic Commerce Act recognizes electronic contracts and provides that a legal requirement for a signature can generally be satisfied by an electronic signature. LifeOfLuv will retain an electronic record of the acceptance.

This Agreement, together with the applicable product listing, checkout disclosures, and receipt, is the entire agreement between the parties concerning the licensed Beat.

If a provision of this Agreement is determined to be invalid, illegal, or unenforceable, that provision shall be interpreted or limited to the minimum extent necessary, and the remaining provisions shall continue in effect.

Failure by LifeOfLuv to enforce any provision of this Agreement does not constitute a waiver of LifeOfLuv's right to enforce that provision later.