Version: 1.0
Last Updated: 15/08/2025

Licensor: Jolly Oritshesholaye Madamedon (also known professionally as: Prod Shò, Prod Sho, ProdSho, showiddasax, Sho, Shò)
Contact: Apollo Atelier, prodsho@apolloatelier.co.uk, 18 Broadway, Grays, RM17 6EW, United Kingdom
Website: apolloatelier.co.uk

IMPORTANT — READ CAREFULLY
By checking the acceptance box at checkout and completing your purchase, you (“Licensee”) agree to this Basic Non-Exclusive License Agreement (“Agreement”). If you do not agree, do not purchase, download, or use the Beat.

1) Definitions

• Agreement: These Terms & Conditions plus any order confirmation.

• Beat: The instrumental composition and master recording identified on the product page/checkout.

• Licensed Work: One (1) new song or sound recording created by Licensee using the Beat (Licensee’s vocals/recordings added to the Beat).

• Stream: A user-initiated play reported by a recognized platform (audio or video).

• Monetised Stream: Any Stream that generates revenue (ad-supported, subscription, or otherwise). If a platform does not distinguish, all reported Streams count as Monetised Streams.

• Download: A permanent copy delivered to a user (paid or free) reported by a recognized storefront.

• Monetised Distribution: Any monetised exploitation now known or later developed, including but not limited to: streaming, downloads, direct-to-fan, subscription, private streaming, paywalls, bundles, physical formats, NFTs/mints, VR/AR/holograms, and similar.

• PRO: Performing Rights Organisation (e.g., PRS, ASCAP, BMI).

• Success Trigger: The Licensed Work reaches 500,000 combined streams/views on any platform(s).

2) Grant of License (Scope)

Licensor grants Licensee a non-exclusive, non-transferable, non-sublicensable license to use the Beat only to create one (1) Licensed Work, subject to all terms herein. All other rights are reserved.

3) Usage Rights & Limits

Licensee may:

• Record vocals/instruments over the Beat to create the Licensed Work.

• Distribute the Licensed Work during the Term (Section 8) up to:

• 2,500 Downloads (paid or free);

• 15,000 Monetised Streams (audio + video combined);

• 1,000 physical copies;

• Release one (1) official music video for the Licensed Work (up to 15,000 total online views);

• Perform the Licensed Work live at unlimited non-broadcast performances.

Restrictions (strict):

• No Sync (TV/film/ads/games/etc.) without a separate written sync license.

• No resale/relicense/lease/transfer of the Beat or stems; no distribution of the Beat as instrumentals, loops, sample packs, or content libraries.

• No multiple works: you may not create remixes/alternate versions/edits intended as separate releases without a new license.

• No AI/ML: no training, dataset use, or model fine-tuning using the Beat or Licensed Work.

• No Content ID/fingerprinting claims over the Beat without Licensor’s prior written consent.

• No derogatory treatment: do not use or alter the Beat in a way that harms Licensor’s reputation/brand.

• Alterations (tempo/pitch/EQ/arrangement) remain use of the Beat and do not create new ownership for Licensee.

4) Ownership (Master & Composition)

Licensor retains 100% ownership of the Beat’s composition and master. Licensee owns only the new recorded performance elements they add to the Licensed Work. No ownership is transferred.

5) Fees, Taxes, Refunds

• License Fee: as shown at checkout; due in full at purchase.

• All sales are final once Beat files are delivered.

• Prices exclude taxes; Licensee is responsible for all applicable taxes/withholding. Any required withholding must be grossed-up so Licensor receives the full Fee.

UK Consumer Digital-Content Waiver (mandatory for instant download):
By checking the acceptance box, you request immediate supply of digital content and acknowledge you lose your 14-day right to cancel once delivery/download begins (Consumer Contracts Regulations 2013).

6) Delivery

Upon successful payment, the Beat files will be made available for download (e.g., WAV/MP3; stems only if specified on product page). Licensee is responsible for promptly downloading and safely storing the files. If a file is corrupted on delivery, Licensor will re-deliver a working copy.

7) Credit & Publishing

• Credit: “Produced by Prod Shò” (or another professional name designated by Licensor in writing) must appear on all platform listings, metadata, artwork, liner notes, and promotional materials for the Licensed Work.

• PRO Registration: Licensee must register the Licensed Work with their PRO and list Licensor (Publisher share) within 30 days of first release, then email proof to Licensor.

• Publishing Split: Licensor receives 80% of the publisher’s share of the Licensed Work.

• Corrections: Licensee must correct missing/incorrect credit within 72 hours of written notice.

8) Term, Release Deadline & Territory

• Term: 5 years from purchase unless terminated earlier under Section 15.

• Release Deadline: The Licensed Work must be commercially released within 12 months of purchase or this license expires automatically (no refund).

• Territory: Worldwide, all media/technologies now known or later developed.

9) Penalties for Overuse & Unauthorised Usage

10) Success Trigger & Upgrades

If the Success Trigger is met, Licensee must within 7 days either:
(a) upgrade to a Premium/Exclusive license on Licensor’s terms (paying the difference), or
(b) cease distribution until upgraded.
Non-compliance is a material breach.

11) Verification, Reporting & Audit

• Verification: Upon Licensor’s written request, Licensee must provide verifiable platform reports/analytics for streams/downloads/sales within 14 days.

• Audit: Licensor may appoint an independent auditor. If a material breach/under-reporting is found, Licensee must reimburse auditor costs and cure immediately.

• Retention: Licensee must retain accurate usage records during the Term and for 2 years thereafter.

12) Watermarking & Tracking

Licensor may embed inaudible watermarks or digital identifiers and use rights-tracking services. Licensee shall not remove/alter such measures.

13) Warranties

• Licensor: warrants they own/control the Beat and can grant this license; to Licensor’s knowledge the Beat does not infringe third-party rights.

• Licensee: warrants their lyrics/recordings/contributions are original or properly cleared and do not infringe or contain unlawful/defamatory content; Licensee has authority to enter this Agreement and is 18+ (or has guardian consent).

14) Indemnity

Licensee shall indemnify, defend, and hold harmless Licensor (and affiliates) from any claims, damages, costs (including reasonable legal fees) arising from Licensee’s use of the Beat or Licensed Work, including infringement or breach of this Agreement.

15) Penalties & Remedies

• Overuse without upgrade: immediate fee equal to 3× the original License Fee plus the required upgrade fee.

• Unauthorized sync: £5,000 liquidated damages per placement.

• Failure to verify/audit: breach; Licensor may suspend license or terminate immediately.

• These liquidated sums are a reasonable pre-estimate of loss and do not limit Licensor’s right to seek injunctive relief and/or statutory copyright damages.

16) Termination & Post-Termination

Licensor may terminate for material breach after written notice and 7-day cure (or immediately for: unauthorized sync; Content ID claim; audit refusal; AI misuse).
On termination or expiry, Licensee must:
(a) cease all exploitation;
(b) remove the Licensed Work from all platforms within 14 days;
(c) email proof of takedown.
Failure to timely remove incurs £500 per week until removal and does not waive Licensor’s other remedies. Sections 4, 5, 7–15, 17–22 survive termination.

17) Dispute Resolution

The Parties agree to make reasonable and good-faith efforts to resolve any disputes, claims, or controversies arising out of or relating to this Agreement through direct negotiation. If the dispute cannot be resolved within fourteen (14) days of written notice by either Party, the Parties shall attempt to resolve the dispute through mediation administered by a mutually agreed-upon mediator in London, UK, with costs shared equally. Only if mediation fails may either Party initiate formal legal proceedings, which shall be subject to the Governing Law & Jurisdiction clause of this Agreement. Nothing in this clause prevents either Party from seeking urgent injunctive or equitable relief to prevent immediate harm.

18) No Endorsement; Publicity

Credit does not imply endorsement. Licensee may not use Licensor’s name/likeness/logo in advertising without prior written consent.

19) Assignment; Collaborators; Non-Circumvention

• Licensee may not assign/transfer this license without Licensor’s written consent.

• Collaborators/featured artists must agree in writing to these same terms; Licensee remains responsible for compliance.

• Licensee shall not bypass Licensor to solicit Licensor’s collaborators/clients introduced via this transaction for related services in a way that undermines Licensor’s rights/income; this obligation survives 2 years post-Term.

20) Force Majeure

Neither party is liable for delay/failure caused by events beyond reasonable control (e.g., natural disasters, government acts, major outages). Obligations pause during the event; if it exceeds 90 days, either party may terminate on written notice.

21) Notices

Notices must be sent to the emails/addresses provided at checkout (or later updated in writing). Email notices are effective on receipt (automated delivery logs suffice).

22) Governing Law; Jurisdiction; Enforcement Costs

This Agreement is governed by England & Wales law. Parties submit to the exclusive jurisdiction of the London courts and waive objections to venue. If Licensee is found in breach, Licensee must reimburse Licensor’s reasonable enforcement costs (including legal fees).

23) Liability Cap

Except for wilful misconduct, infringement, moral-rights breaches, or indemnity obligations, each party’s total liability under this Agreement is capped at the License Fee paid. This cap does not apply where prohibited by law.

24) Miscellaneous

• Entire Agreement: This is the whole agreement; it supersedes all prior statements/DMs/emails.

• Amendments: Must be in writing and agreed by both parties.

• Severability: If any term is invalid, the rest remains enforceable.

• No Waiver: A failure to enforce isn’t a waiver.

• Headings: For convenience only.

• Language: This Agreement is in English; translations are for convenience only.

• Version Lock: The version displayed (and its “Last Updated” date) at purchase forms the binding contract for that order.

25) Digital Acceptance

By checking the acceptance box and completing the purchase, you:
(a) confirm you read and agree to this Agreement;
(b) request immediate supply of digital content and acknowledge you lose the 14-day cancellation right once download begins;
(c) agree that your action constitutes an electronic signature enforceable under the Electronic Communications Act 2000 (UK) and equivalent laws; and
(d) consent to Licensor storing your acceptance details (order ID, timestamp, IP, user agent, Agreement version).