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 Platinum 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).

• Monetised 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 recognised storefront.

• Monetised 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 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 this Agreement. All rights not expressly granted are reserved.

3) Usage Rights & Limits

Licensee may during the Term (Sec. 11):

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

• Distribute up to 10,000 Downloads (paid or free);

• Distribute up to 10,000 physical copies;

• Generate unlimited Monetised Streams on any platform;

• Release up to one (1) official music video (combined online views capped at 200,000);

• Broadcast the Licensed Work on TV/radio (standalone airplay/performance), subject to proper PRO registration/reporting.

Restrictions (strict):

• No Sync uses without a separate written Sync License (including films, TV shows, adverts, brand/influencer content, corporate videos, video games, apps, podcasts with music beds, trailers, and in-store music).

• No resale/relicense/lease/transfer of the Beat or stems; no loops/sample packs/content libraries; no using the Beat to create another beat.

• Single Work only: clean/radio/instrumental/acapella versions count as the same Licensed Work; remixes/alternate productions intended as separate releases require a new license.

• No Content ID claims over the Beat or Licensed Work without Licensor’s prior written consent.

• No AI/ML: no training datasets, model fine-tuning, or generative uses of the Beat or Licensed Work.

• No derogatory treatment: do not use/alter in a way harmful to Licensor’s reputation/brand.

• Tempo/pitch/EQ/arrangement edits remain use of the Beat and do not create 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. No ownership in the Beat transfers.

5) Fees, Taxes, Chargebacks & Consumer-Law Notice

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

• All sales final once files are delivered in working condition.

• Prices exclude taxes; Licensee is responsible for applicable taxes/withholding. If withholding is required, Licensee must gross-up so Licensor receives the full Fee.

• Chargebacks/disputes after download are prohibited except for non-delivery; fraudulent chargebacks are a breach and will be pursued.

• Consumer digital-content waiver (UK): By checking the box, you request immediate supply and acknowledge you lose the 14-day cancellation right once download begins (Consumer Contracts Regulations 2013).

6) Delivery

After payment, Licensor provides a secure link to download WAV (44.1k/24-bit) and MP3 320kbps (stems only if stated on the product page). Licensee must promptly download and securely store files. If a file is corrupted, Licensor will re-deliver a working copy.

7) Credit & Publishing

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

• Publishing: Licensor receives 50% of the publisher’s share of the Licensed Work; Licensee retains writer’s share for their lyrics/melodies.

• PRO Registration: Within 30 days of first release, Licensee must register the Licensed Work with their PRO listing Licensor’s publisher share, and email proof to Licensor.

• Corrections: Missing/incorrect credit must be corrected within 72 hours of written notice, or a £250 penalty per occurrence applies (without limiting other remedies).

8) Content ID & Rights-Management

Licensee shall not register the Beat or Licensed Work with Content ID or similar systems without Licensor’s prior written consent. If consent is granted, Licensee must follow Licensor’s written instructions, list Licensor as owner of the Beat, and promptly assign/withdraw any claims upon Licensor’s request.

9) No Sampling / No Re-Use / No AI

Licensee shall not sample, extract, loop, reverse, chop, or otherwise re-use any part of the Beat in any other composition, pack, or production; and shall not submit the Beat or Licensed Work to any AI/ML training dataset or generative system.

10) Watermarking & Tracking

Licensor may embed inaudible watermarks or digital identifiers and use third-party rights-tracking. Licensee shall not remove, alter, or obscure such measures.

11) Term, Release Deadline & Territory

• Term: 10 years from purchase unless earlier terminated (Sec. 18).

• Release Deadline: Licensee must commercially release the Licensed Work within 12 months of purchase or this license automatically expires (no refund).

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

12) Success Trigger, Caps & Upgrades

• If the Licensed Work meets the Success Trigger (500,000 combined online streams/views), Licensee must within 7 days either (a) upgrade to an Exclusive license (or terms set by Licensor) paying the difference, or (b) cease distribution until upgraded.

• Exceeding any other caps (Downloads, physical, video views) also requires immediate upgrade or cessation.

• Caps apply in aggregate across all editions/versions of the same song.

• Non-compliance is a material breach.

13) Verification, Reporting & Audit

• On written request, Licensee must provide verifiable platform reports/analytics for streams/downloads/sales within 14 days.

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

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

• Failure to provide reports by the deadline is a breach and may trigger suspension or termination.

14) Indemnity

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

15) Penalties, Liquidated Damages & 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.

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

16) Moral Rights

Licensee shall not treat the Beat or Licensed Work in a derogatory manner and shall not use it in a way likely to harm Licensor’s artistic reputation/brand. Licensor reserves moral rights to the fullest extent permitted by law.

17) Relationship, Publicity & No Endorsement

This Agreement creates no partnership, agency, joint venture, or employment. Credit does not imply endorsement. Licensee shall not use Licensor’s name/likeness/logo for advertising (beyond credit) without prior written consent.

18) Termination; Takedown; End-of-Term

Licensor may terminate for material breach after written notice and 7-day cure (or immediately for: unauthorized Sync; unapproved Content ID; audit refusal; AI misuse).
On termination: Licensee must cease exploitation; remove the Licensed Work from all platforms within 14 days; and email proof of takedown. Delay incurs £500 per week until removed (not limiting other remedies).
On expiry (end of the 10-year Term), Licensee must (a) cease new distributions, (b) remove from streaming platforms within 30 days, (c) may continue already-sold physical copies and prior downloads (no new sales). Surviving sections: 4–10, 12–15, 17–23.

19) Penalties for Overuse & Unauthorised Usage

If the Licensee is under the legal age of majority in their jurisdiction, this Agreement shall be binding only if executed or expressly approved in writing by the Licensee’s parent or legal guardian. Failure to obtain such approval renders the license void ab initio, and any use of the Beat or Licensed Work shall be deemed unauthorised and infringing.

20) Dispute Resolution (Before Court)

Parties will first negotiate in good faith. If unresolved within 14 days of a written dispute notice, they will mediate in London, UK (CEDR or other mutually agreed mediator), costs shared equally. Only if mediation fails may either party litigate, subject to Sec. 22. Either party may seek urgent injunctive/equitable relief at any time.

21) Force Majeure

Neither party is liable for delays/failures caused by events beyond reasonable control (e.g., natural disasters, government action, strikes, major network outages). Obligations pause during the event; if it lasts over 90 days, either party may terminate on written notice.

22) Notices

Send notices to the email/postal addresses supplied at checkout (or later updated in writing). Email notices are effective on receipt (server logs acceptable as proof).

23) Governing Law; Jurisdiction; Enforcement Costs

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

24) Liability Cap

Except for willful 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.

25) Assignment; Collaborators; Non-Circumvention

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

• Collaborators/featured artists must accept these terms in writing; Licensee is responsible for their compliance.

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

26) Entire Agreement; Amendments; Severability; Waiver; Headings; Language; Version Lock; Counterparts/E-Signature

• This is the entire agreement and supersedes prior statements/DMs/emails.

• Amendments must be in writing signed by both parties.

• If any term is invalid, the remainder stays enforceable.

• Failure to enforce isn’t a waiver.

• Headings are for convenience only.

• This Agreement is in English, which is the binding version if translated.

• The Version and Last Updated displayed at purchase are the binding terms for that order.

• This Agreement may be executed electronically and in counterparts.

27) Digital Acceptance (Clickwrap)

By checking the 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;
(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).