Version: 1.0
Last Updated: 16/08/2025

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 your order confirmation (including price/beat name/version).

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

• Licensed Work: One (1) musical work and master created by Licensee using the Beat (Licensee’s vocals/recordings added).

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

• Monetized Stream: Any Stream that generates revenue (ads, subscription, sponsorship, donations, tips, or otherwise). Where a platform doesn’t distinguish, all Streams are treated as Monetised Streams.

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

• Monetized Distribution: Any monetised use now known or later developed, including streaming, downloads, direct-to-fan, subscription, private streaming, paywalls, bundles, physical formats, NFTs/mints, VR/AR/holograms, and similar.

• Broadcast: Terrestrial/satellite/cable TV or radio program transmission of the Licensed Work as a standalone track or performance (not as background/underscore in third-party content).

• Sync: Use of the Licensed Work synchronised to moving picture or other content (film, TV shows, ads, games, apps, podcasts with music beds, trailers, influencer posts, corporate videos, etc.).

• Content ID: Any fingerprinting or rights-management system (e.g., YouTube Content ID, Facebook/Instagram Rights Manager, Audible Magic).

• PRO: Performing rights organisation (PRS, ASCAP, BMI, etc.).

• Success Trigger: Licensed Work reaches 500,000 combined online streams/views (audio + video) across platforms.

• Caps Apply in Aggregate: All limits apply across all releases, edits, clean/radio/instrumental versions for the same song.

2) Grant of Exclusive License; Irrevocability

Subject to full payment and compliance, Licensor grants Licensee an exclusive, worldwide, perpetual license to use the Beat to create and exploit one (1) Licensed Work in unlimited quantities/media, including all exploitation rights set out herein.
This license is irrevocable except for Licensee’s material breach uncured under §24.

• Exclusivity Mechanics: Upon Effective Date and Fee receipt, Licensor will:
  (a) immediately stop selling/licensing the Beat;
  (b) remove the Beat from all public listings within 48 hours;
  (c) confirm takedown in writing within 5 business days.

No ownership of the Beat transfers unless a separate Full Rights Buyout Addendum is executed (see §28).

3) Rights Granted (Unlimited Use)

Licensee may, for the Licensed Work:

• Record, edit, adapt, rearrange, and mix/master.

• Distribute/monetise without cap: streams, downloads, physical copies, direct sales, bundles, fan-club, tickets-included bundles, NFTs/mints, VR/AR/holograms, private streams, subscription, and any future digital formats.

• Create and monetise unlimited music videos, lyric videos, visualisers.

• Broadcast on radio/TV/satellite/cable and public performance in all venues.

• Sync in all media (film/TV/ads/games/apps/trailers/influencer/corporate/UGC campaigns, etc.) without additional payment to Licensor.

• Content ID: register the Licensed Work (not the underlying Beat by itself) in Content ID systems. Licensor will not assert conflicting claims against the Licensed Work.

3.1 Permitted Sub-licensing (Distribution/Exploitation Only)

Licensee may grant limited sub-licenses to Permitted Sublicensees solely to distribute, broadcast, exhibit, advertise, or otherwise exploit the Licensed Work (and accompanying promo) as allowed here. Sub-licenses must:

• be no broader than the rights Licensee holds;

• require sublicensees to respect Licensor’s rights/credits;

• terminate automatically upon termination of this Agreement; and

• keep Licensee primarily responsible.

Prohibited: sub-licensing the Beat as a standalone product, as stems, loops, or to create derivative beats/instrumentals.

4) Restrictions

• The Beat may not be used to create any other instrumental/beat for resale or as sample-pack/loop content.

• No defamatory, unlawful, or hateful content.

• No AI/ML training, dataset inclusion, or generative model uses of the Beat or Licensed Work.

• Reasonable edits are allowed; no derogatory treatment harming Licensor’s reputation/brand.

5) Delivery

Within 24 hours of payment (or as agreed):

• WAV (44.1kHz/24-bit) and MP3 320kbps of the Beat;

• Tracked-out stems in WAV;

• BPM/key/arrangement notes;

• Session/project files (if available) or a “tech sheet” if not.
  If a file is corrupted, Licensor will promptly redeliver a working copy.

6) Fees, Payment, Taxes, Chargebacks

• Exclusive Fee: [£ / $ Amount] due in full at checkout or per signed invoice.

• Payment plans (if any) are set in the order/invoice; late amounts accrue interest at 4% over Barclays base rate (or legal max).

• Prices exclude VAT and applicable taxes unless stated. Any withholding must be grossed-up so Licensor receives the full Fee.

• All sales final after delivery of working files. Chargebacks for delivered files are a breach; fraudulent disputes will be pursued.

7) Ownership (Master & Composition)

• Licensor retains 100% ownership of the Beat’s master and composition unless a Buyout Addendum (§28) is executed.

• Licensee owns all new performance elements they add and the master of the Licensed Work as a derivative master, subject to Licensor’s retained rights in the Beat.

• Nothing here transfers authorship in the underlying Beat unless expressly stated in §28.

8) Prior Licenses — Disclosure & Remedies

Default Representation (tick one before execution):

• ☐ No Prior Licenses exist; or

• ☐ Prior Licenses exist and are fully disclosed in Schedule A (licensee names, terms, expiry).

If Licensor falsely represents “No Prior Licenses,” or fails to disclose any, Licensee may choose one remedy:
(a) Rescission and full refund plus £5,000 liquidated damages; or
(b) Price reduction of 25% and Licensor must use best efforts to secure takedowns/early terminations at Licensor’s cost within 30 days; failure triggers £500/day until cured.
All Prior Licenses (if any) remain valid until expiry unless Licensee elects remedy (b).

9) Publishing, Credits & Metadata

• Credit: “Produced by Prod Shò” (or another Licensor professional name designated by Licensor in writing) on all artwork, listings, liner notes, metadata, and promo.

• Publishing Split (Default): Licensor receives **50% of the publisher’s share of the Licensed Work. Licensee retains writer’s share for their lyrics/melody.

• PRO Registration: Within 30 days of first release, Licensee must register the Licensed Work with their PRO listing Licensor’s publisher share (include Licensor’s CAE/IPI if provided) and email proof to Licensor.

• Corrections: Missing/incorrect credit/metadata must be corrected within 72 hours of written notice; £250 per occurrence if not corrected in time (without limiting other remedies).

10) Content ID & Rights-Management Cooperation

• Licensee may register the Licensed Work in Content ID and monetize it.

• Licensor will not register the Beat in a way that blocks the Licensed Work; if a conflict arises, Parties will cooperate in good faith, and Licensor will promptly release/whitelist the Licensed Work.

11) Warranties

• Licensor warrants that: (i) Licensor owns/controls the Beat and can grant this exclusive license; (ii) to Licensor’s knowledge, the Beat contains no uncleared third-party samples or infringing material (or any such elements are itemised in Schedule A); (iii) Licensor has not granted any rights inconsistent with this Agreement other than disclosed Prior Licenses.

• Licensee warrants that: (i) Licensee’s lyrics/recordings are original or properly cleared; (ii) Licensee will not include infringing, defamatory, or illegal content; (iii) Licensee has full authority to enter this Agreement and is 18+(or has guardian consent).

12) Indemnities

• By Licensee: Licensee shall indemnify, defend, and hold harmless Licensor (and affiliates) from claims/costs (incl. reasonable legal fees) arising from Licensee’s contributions, marketing, sub-licensing, or breach.

• By Licensor: Licensor shall indemnify Licensee for third-party claims that the Beat (as delivered) infringes, excluding claims caused by Licensee’s additions/uses/sub-licenses. Licensor may elect to (a) modify/replace the Beat to be non-infringing without materially degrading quality, or (b) refund the Exclusive Fee and this Agreement terminates (Licensee must promptly takedown the Licensed Work). This is Licensee’s sole remedy for third-party IP claims against the Beat itself.

13) Moral Rights; Non-Disparagement

Licensor reserves the right to be identified as producer and to object to derogatory treatment where applicable law permits. Licensee will not present the Beat/Licensed Work in a manner that is defamatory or harmful to Licensor’s brand. Reasonable edits, mix/master, and format changes are not “derogatory treatment.”

14) Watermarking & Tracking

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

15) Records, Reporting & Audit

• Records: Licensee must maintain accurate royalty/usage records and metadata for the Licensed Work during the Term and 2 years thereafter.

• Audit: Each party may appoint an independent auditor once per year on 30 days’ notice to verify compliance with this Agreement (Licensor: publishing/credit/Content ID cooperation; Licensee: publishing/credit/metadata). Material errors (>5%) must be cured and auditor costs reimbursed by the breaching party.

16) Confidentiality

Commercial terms, deliverables, and any non-public information exchanged are confidential. Each party will not disclose except to advisors/affiliates under NDA, or as required by law.

17) No Endorsement; Publicity

Credit does not imply endorsement. Use of Licensor’s name/likeness/logo for advertising (beyond credit) requires prior written consent.

18) Future Technology

Rights granted extend to all present and future media, platforms, and technologies (now known or later developed).

19) Assignment; Labels; Distributors (Transfer Mechanics)

• By Licensee: Licensee may assign or grant security interests in this Agreement to a label, distributor, publisher, financier, or SPV in connection with the Licensed Work, upon written notice to Licensor; Licensor’s consent is deemed given for such assignments. Any other assignment requires Licensor’s prior written consent (not unreasonably withheld).

• By Licensor: Any transfer/assignment by Licensor of ownership in the Beat is subject to this Agreement; the Exclusive license survives and binds successors/assignees.

20) Right of First Negotiation & First Refusal

• First Negotiation (FRN): If Licensor intends to sell/assign the Beat (composition and/or master) outright, Licensor will first negotiate in good faith with Licensee for 10 business days.

• Right of First Refusal (ROFR): If Licensor receives a bona fide third-party offer for such sale/assignment, Licensee has 10 business days to match the material terms. Failure to match allows Licensor to proceed, but any sale remains subject to Licensee’s Exclusive license.

• Licensee Transfer ROFR (optional): If Licensee intends to transfer this Exclusive license to a non-label/distributor third party, Licensor has a 10-business-day ROFR to match. (Strike if not desired.)

21) Governing Law; Jurisdiction; Enforcement Costs

This Agreement is governed by the laws of England & Wales. The Parties submit to the exclusive jurisdiction of the courts of London, UK, waive objections to venue, and the breaching party shall reimburse the other’s reasonable enforcement costs (including legal fees).

22) Dispute Resolution (Before Court)

The Parties will first negotiate in good faith. If unresolved within 14 days of written notice, they will mediate in London, UK (CEDR or mutually agreed mediator), costs shared equally. Only if mediation fails may either party litigate per §21. Either party may seek urgent injunctive/equitable relief at any time.

23) Force Majeure

No liability for delay/failure due to events beyond reasonable control (e.g., natural disasters, government actions, strikes, major outages). Duties pause during the event; if it lasts >90 days, either party may terminate on written notice.

24) Termination; Remedies; Liquidated Damages

Because this is exclusive and perpetual, termination by Licensor is permitted only for Licensee’s material breach not cured within 10 days after written notice (or immediately for willful infringement, prohibited AI/ML, or unlawful content).
On termination: Licensee must cease exploitation and remove the Licensed Work from platforms within 30 days and provide takedown proof.

Exclusivity Breach by Licensor: If Licensor violates exclusivity (e.g., relicenses the Beat, re-uploads for sale, or fails to remove listings):

• Licensor owes liquidated damages = 10× Exclusive Fee or £25,000 (whichever is higher), plus injunctive relief and actual damages. These sums are a reasonable pre-estimate of loss.

25) Liability Cap

Except for willful misconduct, IP infringement indemnities, confidentiality breaches, or exclusivity breaches, each party’s aggregate liability is capped at the Exclusive Fee paid. Where prohibited by law, this cap does not apply.

26) Notices

Notices must be sent to the email/postal addresses supplied at checkout or on the signature page (or updated in writing). Email notices are effective on receipt (server/delivery logs suffice).

27) Boilerplate

• Entire Agreement: Supersedes prior statements/DMs/emails.

• Amendments: Must be in writing, signed (or agreed via authenticated electronic acceptance).

• Severability: Invalid terms are severed; the rest remain effective.

• No Waiver: A failure to enforce is not a waiver.

• Headings: Convenience only.

• Language: This Agreement is in English (prevails over translations).

• Version Lock: The version/date displayed at purchase or attached to the signature is the binding version for that order.

• Counterparts / E-Signature: This Agreement may be executed electronically and in counterparts.

28) Optional Full Rights Buyout Addendum (If Agreed)

If the Parties sign an Addendum transferring the Beat composition and/or master to Licensee:

• Licensor assigns all right, title, and interest in the Beat (composition and/or master, as specified) to Licensee for an additional fee of £1000 ;

• Licensor waives enforcement of moral rights to the extent permitted by law (right to object to derogatory treatment remains limited as per law);

• Licensor will deliver any additional documentation reasonably required (e.g., assignment forms, publisher termination notices).

• From assignment, Licensor’s publishing share (if any) is as set out in the Addendum (can be 0%).
  (No Buyout occurs unless this Addendum is executed by both Parties.)

29) Digital Acceptance

By checking the acceptance box and completing 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 (Consumer Contracts Regulations 2013);
(c) agree your action constitutes an electronic signature enforceable under the Electronic Communications Act 2000 (UK) and equivalent laws; and
(d) consent to Licensor storing acceptance details (order ID, timestamp, IP, user agent, Agreement version).