Business & Social Media Content License

This Non-Exclusive Business & Social Media Content (Contract Preview Only) License Agreement (the "Agreement"), having been made and effective as of 4/28/25, 5:10 PM (the "Effective Date") by and between Preview Only p/k/a Preview Only (the "Producer" or "Licensor"), and Licensee residing at [N/A] ("You" or "Licensee"), sets forth the terms and conditions of the Licensee's use, and the rights granted in, the instrumental music file(s) entitled Preview Track Only (the "Track") in consideration for Licensee's payment of 19.99 (the "License Fee").

For convenience, the so-called "Track" shall also mean all files comprising such Track, individually and collectively.

This license does not allow for use in commercial films, television, or product advertisements.

This Agreement is issued solely in connection with and for Licensee's use of the Track pursuant and subject to all terms and conditions set forth herein.

1. GRANT OF RIGHTS

a) Producer grants Licensee a limited, non-exclusive, non-transferable, revocable right to use, synchronize, and distribute the Track, defined as Preview Track Only, in:

  • Social media content

  • Private event productions

  • Corporate video projects

b) Licensee may use the Track across social media platforms including but not limited to Instagram, TikTok, YouTube, Facebook, and LinkedIn.

c) Licensee shall not transfer, sublicense, resell, reproduce, redistribute, alter, modify, or create derivative works of the Track, except as explicitly allowed by this Agreement.

d) Producer retains all rights not explicitly granted to Licensee.

2. TERM

a) This license is granted in perpetuity , provided Licensee adheres to all terms and conditions set forth in this Agreement.

b) If Licensee violates any provision of this Agreement, the license shall be immediately and automatically revoked without notice, refund, or further obligation by the Producer.

3. LICENSE FEE

a) Licensee agrees to pay $19.99 as a one-time, non-refundable royalty fee to Producer.

b) All rights granted to Licensee are conditional upon full and timely payment of the License Fee.

c) Licensee acknowledges and agrees that once payment has been made, there will be no refunds, reversals, or chargebacks under any circumstances.

4. RESTRICTIONS

a) Licensee shall not:

  • Use the Track in commercial films, television, or advertisements.

  • Use the Track for political campaigns, gambling, hate speech, adult content, or illegal activities.

  • Claim authorship or ownership of the Track, in whole or in part.

  • Incorporate the Track into NFTs, blockchain-related assets, AI-generated works, or any new media formats not explicitly covered in this Agreement.

  • Modify, remix, or re-edit the Track for commercial purposes.

  • Register the Track with Content ID, automated copyright detection services, Performing Rights Organizations (ASCAP, BMI, SESAC), music distributors (TuneCore, CD Baby, DistroKid, etc.), or royalty collection agencies.

  • Use the Track in a way that violates any copyright laws, intellectual property rights, or third-party agreements.

  • Claim producer, songwriter, or performing artist credit for the Track.

b) Licensee may not assign, transfer, sublicense, or resell any rights granted under this Agreement.

c) Any violation of these restrictions shall constitute an immediate material breach, resulting in the automatic revocation of all granted rights without refund or prior notice.

5. TERMINATION

a) Producer reserves the unilateral right to terminate this Agreement immediately if Licensee:

  • Breaches any material obligations under this Agreement.

  • Engages in unauthorized redistribution or commercial use of the Track.

  • Fails to comply with intellectual property laws or licensing restrictions.

b) Upon termination, Licensee must immediately remove the Track from all public and private content, cease all use, and delete all copies of the Track.

c) Producer reserves the right to pursue legal action, damages, and injunctive relief against Licensee for any unauthorized or infringing use.

6. WARRANTIES \& REPRESENTATIONS

a) Producer makes no warranties, express or implied, regarding the Track, including but not limited to merchantability, fitness for a particular purpose, or non-infringement.

b) Licensee acknowledges that use of the Track is at their sole risk, and Producer shall not be liable for any claims, damages, or losses related to Licensee's use.

c) Licensee agrees that Producer's total liability under this Agreement shall never exceed the License Fee paid by Licensee.

7. USE OF AI, THIRD-PARTY SAMPLES, AND VIRTUAL INSTRUMENTS

a) Licensee acknowledges that the Track may contain elements generated by artificial intelligence (AI), third-party samples, and virtual studio technology (VST) instruments.

b) Producer makes no representations or warranties regarding the originality, exclusivity, or legal standing of AI-generated content or third-party samples used in the Track.

c) Licensee assumes full responsibility for ensuring that their use of the Track complies with all applicable copyright laws, licensing requirements, and third-party rights.

8. DISPUTE RESOLUTION

a) Any disputes arising from this Agreement shall first be resolved through good-faith negotiations.

b) If unresolved, the dispute shall proceed to mediation in San Francisco, California, through Arts Arbitration and Mediation Services.

c) If mediation is unsuccessful, the dispute shall be resolved via final and binding arbitration in San Francisco, California, under California state laws.

d) Both parties expressly waive their right to a jury trial.

9. INDEMNIFICATION \& LIABILITY LIMITATION

a) Licensee agrees to indemnify, defend, and hold harmless the Producer from any claims, damages, liabilities, or legal expenses arising from:

  • Licensee's unauthorized or infringing use of the Track.

  • Third-party copyright disputes or intellectual property claims.

  • Breach of any terms or representations made in this Agreement.

b) Under no circumstances shall the Producer be liable for any indirect, incidental, consequential, or punitive damages arising from Licensee's use of the Track.

10. LEGAL DISCLAIMER \& FINAL AGREEMENT

LICENSOR AND LICENSEE EACH ACKNOWLEDGE AND AGREE THAT THEY HAVE READ THIS AGREEMENT AND UNDERSTAND ITS LEGAL IMPLICATIONS.

LICENSOR AND LICENSEE HAVE HAD THE UNRESTRICTED OPPORTUNITY TO RETAIN INDEPENDENT LEGAL COUNSEL BEFORE ENTERING INTO THIS AGREEMENT. FAILURE TO DO SO SHALL NOT BE USED TO INVALIDATE THIS AGREEMENT OR ANY OF ITS PROVISIONS.

IN THE EVENT OF LICENSOR'S AND/OR LICENSEE'S FAILURE TO OBTAIN AN INDEPENDENT ATTORNEY OR WAIVER THEREOF, LICENSOR AND LICENSEE EACH HEREBY WARRANT AND REPRESENT THAT THEY WILL NOT ATTEMPT TO USE SUCH FAILURE AS A BASIS TO AVOID ANY OBLIGATIONS UNDER THIS AGREEMENT, TO INVALIDATE THIS AGREEMENT, OR TO BRING ANY ACTION AGAINST BEATSTARS, ITS AFFILIATES, DESIGNEES, SUCCESSORS, LICENSEES, OR ASSIGNS.

THIS AGREEMENT SHALL BE LEGALLY BINDING UPON PAYMENT OF THE LICENSE FEE, EVEN IF NO PHYSICAL OR ELECTRONIC SIGNATURE IS PROVIDED.

BY COMPLETING PAYMENT, LICENSEE AGREES TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT.