ZXCV

ZXCV Licensing Agreement

This document outlines the terms and conditions for using instrumentals provided by ZXCV Beats (hereinafter referred to as "the Licensor"). By downloading or using any instrumental from ZXCV Beats, you (hereinafter referred to as "the Licensee") agree to be bound by the terms of this license.

1. Permitted Usage and Revenue Threshold:

• Free Usage: The instrumentals provided by ZXCV Beats are 100% free to download and use for a wide variety of projects. This includes, but is not limited to, use in songs, videos, podcasts, social media content, and other creative endeavors.
• Commercial Use and Revenue Limitation for Free License: The free use of these instrumentals is permitted for projects that generate or are reasonably expected to generate less than one hundred thousand United States Dollars ($100,000.00) in total gross revenue. This revenue calculation includes all income sources related to the project utilizing the instrumental, such as sales, streaming royalties, advertising revenue, synchronization fees, live performance income, and any other form of monetization.
• Requirement for Commercial License: If a project utilizing an instrumental from ZXCV Beats generates, or is reasonably anticipated to generate, total gross revenue equal to or exceeding one hundred thousand United States Dollars ($100,000.00), a commercial license must be purchased from the Licensor.
• Obtaining a Commercial License: To purchase a commercial license, the Licensee must contact ZXCV Beats via email at info@zxcvbeats.com. The current cost for this commercial license is one thousand United States Dollars ($1,000.00). Terms of the commercial license may differ and will be provided upon inquiry. Failure to obtain a commercial license when required constitutes a breach of this agreement.

2. Royalty-Free Usage:

• Subject to the revenue limitations and other conditions outlined in this agreement, the instrumentals are royalty-free. This means that after initially acquiring the right to use the instrumental (either through free download under the specified revenue threshold or by purchasing a commercial license), the Licensee is not required to pay additional per-use fees, per-sale royalties, or ongoing royalties to ZXCV Beats for the continued use of the instrumental within the scope of the acquired license.

3. Mandatory Attribution (Crediting):

• Proper attribution must always be given to ZXCV Beats for the use of their instrumental. This is a non-negotiable condition for any and all uses of the instrumentals, regardless of whether the use is under the free license or a purchased commercial license.
• Method of Crediting: The credit must be placed in an appropriate and easily accessible location relevant to the medium of the project.
  • For Video Content (e.g., YouTube, Vimeo): Credit must be included in the video description.
  • For Music Releases (e.g., singles, albums, EPs, mixtapes, distributed via Spotify, Apple Music, etc.): Credit must be included in the credits section, liner notes, or any accompanying metadata where producer or instrumental credits are typically listed.
  • Other Projects: For any other type of project, credit should be given in a manner that is customary and reasonable for that medium.
• Content of Credit: The credit must clearly state that the instrumental is by ZXCV Beats and include a link to the official ZXCV Beats website (zxcvbeats.com) and their official YouTube channel (@zxcvbeats on YouTube).
  • Example credit: "Instrumental by ZXCV Beats (zxcvbeats.com | YouTube: @zxcvbeats)" or "Beat by ZXCV Beats - zxcvbeats.com - @zxcvbeats"

4. Restrictions on Copyright Registration and Content Identification Systems:

• No Registration with Performing Rights Organizations (PROs) or Copyright Offices: The Licensee is strictly prohibited from registering any song or project that incorporates an instrumental from ZXCV Beats with any Performing Rights Organization (PRO) such as BMI (Broadcast Music, Inc.), ASCAP (American Society of Composers, Authors and Publishers), WIPO (World Intellectual Property Organization), OMPI (Organisation Mondiale de la Propriété Intellectuelle), or any similar worldwide copyright organization or collection society in a way that claims ownership of the underlying instrumental itself. While you own the copyright to your original lyrical or melodic contributions, the copyright to the instrumental remains with ZXCV Beats. Registering the instrumental (or the new song in its entirety in a way that includes the instrumental as part of your claim without distinguishing the pre-existing work) is forbidden.
• No Content ID or Fingerprinting: The Licensee is strictly prohibited from submitting any song or project that incorporates an instrumental from ZXCV Beats to any Content ID system, audio fingerprinting service, or similar rights management service. This includes, but is not limited to, YouTube Content ID, Facebook Rights Manager, Spotify's internal fingerprinting systems, and services like AdRev, TuneCore Content ID, DistroKid's "Leave a Legacy," etc.
  • Reasoning: Registering the instrumental with such systems can lead to erroneous copyright claims against other users of the same instrumental (including ZXCV Beats itself or other legitimate licensees) and improperly restricts the intended broad usability of the instrumental under this license.

5. Requirement for Derivative Works for Streaming Services:

• Definition of Derivative Work for This License: For the purpose of uploading to streaming services (e.g., Spotify, Apple Music, Tidal, Amazon Music, etc.), the instrumental provided by ZXCV Beats must be transformed into a "derivative work." This means that the Licensee must add substantial original creative elements to the instrumental.
• Examples of Sufficient Creative Additions: Typically, this involves adding vocals (e.g., rapping, singing) to create a new song. It can also include adding new instrumental layers, melodies, or significantly altering the arrangement of the original instrumental in a way that constitutes a new, distinct creation. Simply looping the instrumental or making minor edits (like slight tempo changes or minor EQ adjustments without substantial new additions) is generally not considered sufficient to create a derivative work for the purposes of this clause.
• Purpose: This requirement ensures that what is distributed on major streaming platforms is a new, unique song created by the Licensee using the instrumental as a backing track, rather than a re-distribution of the original instrumental itself. This helps protect the Licensor's own distribution channels for their original instrumentals and avoids listener confusion.

General Provisions:

• License Grant: This agreement grants the Licensee a non-exclusive, non-transferable license to use the instrumentals subject to the terms and conditions herein. "Non-exclusive" means that ZXCV Beats may license the same instrumentals to other parties. "Non-transferable" means the Licensee cannot sell, lease, or give away their rights to use the instrumental to any third party.
• Reservation of Rights: All rights not expressly granted to the Licensee in this agreement are reserved by ZXCV Beats. ZXCV Beats retains full ownership and copyright of the original instrumentals.
• Breach of License: Failure to comply with any of the terms of this licensing agreement may result in the immediate termination of the Licensee's rights to use the instrumental(s) and may subject the Licensee to legal action for copyright infringement or other applicable claims.
• Modifications to License Terms: ZXCV Beats reserves the right to modify these licensing terms at any time. However, the terms applicable to a Licensee are those that were in effect at the time of their download or, if applicable, commercial license purchase.
• Governing Law: This agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which ZXCV Beats operates.
• Contact: For any questions regarding this license, to report a suspected breach, or to inquire about a commercial license, please contact ZXCV Beats at info@zxcvbeats.com.

By using instrumentals from ZXCV Beats, you acknowledge that you have read, understood, and agreed to all the terms and conditions outlined in this ZXCV Licensing agreement.

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