Down to Ride

This Beat License Agreement (“Agreement”) is made and entered into between Basement Flav, LLC  (“Producer”) and you as of the date of your purchase of a musical work through www.basementflav.com. By making this purchase through this Site you agree to be bound by the following terms and  conditions: 

1. License.  

(a) Producer represents and warrants that it solely owns and controls the master recording (the “Master”) embodying the musical composition (the “Composition”) you selected for purchase through the Site. The Master and the Composition are collectively referred to as the “Track.” Upon successful purchase,  Producer will deliver to you the full Master in the specified format. If the Master is unavailable at the time  of purchase, Producer will deliver the Master to you no later than 72 hours following purchase. 

(b) Producer grants you a worldwide, perpetual, exclusive license (the “License”) to add new  elements to the Composition and/or add new elements to the Master to create a “New Composition” and a  “New Master.” Each New Master and respective New Composition are collectively referred to as a “New  Track.” You may use, license, sell, synchronize, and/or exploit the New Track in perpetuity and without  restriction throughout the world subject to this Agreement. 

2. Ownership. 

(a) Producer retains ownership of all intellectual property rights including copyright in the  Master and Composition. This Agreement does not grant you any ownership in or to the Master or Composition. You may not license, resell, or exploit the Composition or the Master except as embodied in  the New Track. 

(b) You and Producer will each own an undivided 50% interest in the New Composition and  New Master.  

3. Compensation/Royalty. In exchange for the License you will pay the fee listed on the Site and, in addition, you will pay Producer 50% of all revenue, income, and sums earned, credited, or received from  the exploitation of the New Composition and the New Master (the “Royalty”). You will account for and pay the Royalty to Producer on a quarterly basis within 30 days of the end of each quarter. Producer will have the right to examine your books and records related to the Royalty upon prior written notice. If any  such examination reveals an error in your favor or to Producer’s detriment, you will correct the error and  reimburse Producer for its reasonable cost of the examination. 

4. Performing Rights.  

(a) Your and the Producer’s small performing rights in the New Composition will be assigned  to and licensed by each party’s performing rights organization, which will be and is authorized and directed  to collect and receive monies due for the public performance of the New Composition. You will register the Producer’s 50% share of the so-called “writer’s share” and so-called “publisher’s share” in and to the  New Composition as follows: 

Songwriter ASCAP IPI/CAE: _____________________ 

Publisher ASCAP IPI/CAE: _____________________ 

(b) You will register Producer’s 50% share of the New Master with SoundExchange. You will instruct SoundExchange (or any other applicable third party) to account directly to Producer at the same  time and subject to the same conditions that it accounts to you for the applicable New Master.