Auction808 Exclusive License Agreement

This Exclusive License Agreement (the “License”) governs the rights granted by the producer (the “Licensor”) to the winning bidder (the “Licensee”) of a beat (the “Beat”) sold on auction808.live(the “Marketplace”). By placing a winning bid or completing a buy-now purchase, the Licensee accepts this License as it applies to that Beat.

1. Grant of Rights

Upon receipt by the Marketplace of full payment from the Licensee, the Licensor grants the Licensee a worldwide, perpetual, irrevocable, exclusivelicense to use, reproduce, distribute, perform, synchronize, broadcast, and create derivative works from the Beat, including for commercial purposes. The Licensee may register sound recordings that incorporate the Beat with collection societies and digital service providers in the Licensee’s name as the recording artist.

2. Exclusivity

The Beat is sold as a single, exclusive license. Effective upon delivery of the master audio to the Licensee, the Licensor shall not sell, license, re-sell, sub-license, give away, or otherwise distribute the Beat (or any substantially similar derivative of the Beat) to any other party. The Beat will be permanently removed from public display on the Marketplace.

3. Ownership of Underlying Composition

The Licensor retains authorship of, and the underlying copyright in, the musical composition. The Licensor and Licensee shall be considered co-owners of any derivative musical work created by the Licensee that incorporates the Beat, with each party owning fifty percent (50%) of the songwriter/publisher share of the resulting composition, unless the parties agree otherwise in writing. Producer/master royalties for sound recordings made by the Licensee belong 100% to the Licensee.

4. Credit

For any commercial release that incorporates the Beat, the Licensee shall include a writer credit substantially in the form: “Produced by [Licensor display name]” in the song’s metadata, credits, and on platforms that support such attribution. Failure to include credit does not invalidate this License but constitutes a breach for which the Licensor may seek attribution.

5. Deliverables

Upon payment capture, the Marketplace provides the Licensee with a time-limited, signed download URL for the high-quality master audio file uploaded by the Licensor. The Licensee is responsible for downloading and retaining a copy of the master file.

6. Representations & Warranties

• The Licensor represents that the Beat is an original work, that any samples or third-party elements have been cleared, and that the Licensor has full authority to grant this License.
• The Licensee represents that they will not use the Beat in any way that violates law or any third-party right.

7. No Resale of License

The Licensee may not resell, sublicense, or transfer the License itself to a third party as a standalone product. The Licensee may, of course, sell or license sound recordings or compositions they have created using the Beat under this License.

8. Indemnification

Each party shall indemnify the other against losses arising from a breach of that party’s representations and warranties under this License.

9. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. EACH PARTY’S AGGREGATE LIABILITY UNDER THIS LICENSE SHALL NOT EXCEED THE FINAL PURCHASE PRICE PAID FOR THE BEAT.

10. Termination

This License is perpetual and irrevocable except in the event of a material breach of Section 6 (e.g., the Beat was not original or the samples were not cleared). Upon termination for breach by the Licensor, the Licensor shall refund the purchase price; the Licensee’s rights to use the Beat shall terminate; and Auction808 will revoke any active download URLs.

11. Governing Law

This License is governed by the laws of the State of Delaware, United States, without regard to its conflict-of-law rules.

12. Entire Agreement

This License, together with the Auction808 Terms of Service, constitutes the entire agreement between the Licensor and Licensee with respect to the Beat and supersedes all prior agreements with respect to its subject matter.