BOOTH READY EXCLUSIVE RIGHTS AGREEMENT

Exclusive-use license - no ownership transfer unless separately agreed in writing

This Exclusive Rights Agreement ("Agreement") is made between Beat4Life, LLC, doing business through the Booth Ready storefront ("Licensor"), and the approved purchasing customer ("Licensee") for the instrumental composition and sound recording identified in the written order, invoice, checkout record, or agreement schedule (the "Beat").

Effective Date and Conditions

This Agreement becomes effective only after all of the following occur:

Licensor approves the exclusive-rights request in writing.

Licensee pays the agreed exclusive-rights fee in full.

Both parties accept or sign the final written exclusive-rights terms.

Grant of Exclusive License

Subject to payment and compliance with this Agreement, Licensor grants Licensee an exclusive license to use the Beat to create one new musical recording by adding vocals, lyrics, and/or original performance elements (the "New Song").

This is an exclusive-use license, not a sale or assignment of ownership in the original Beat.

After the exclusive license transaction is completed, Licensor will remove the Beat from Booth Ready’s public catalog or mark the Beat as sold/unavailable for future public licensing.

Ownership and Rights Reserved

This Agreement grants an exclusive license only. It does not transfer ownership of the original Beat, the underlying composition, the master recording, the arrangement, the production, or any related intellectual property rights to Licensee.

Licensor retains ownership of the original Beat and all rights not expressly granted in this Agreement.

Licensee owns Licensee’s original lyrics, vocals, and creative contributions added to the Beat.

Any ownership transfer, publishing split, royalty participation, work-for-hire arrangement, or other rights transfer must be negotiated separately and confirmed in a separate signed written agreement.

Exclusive Nature and Prior Licenses

After the effective date, Licensor will not sell new non-exclusive licenses for the Beat through Booth Ready.

However, Licensee acknowledges that prior valid non-exclusive licenses may already exist. Those prior licensees may continue using the Beat according to the terms of their respective licenses.

Licensee accepts the Beat subject to any prior valid licenses granted before the effective date of this Agreement.

Permitted Uses

Record one New Song using the Beat.

Distribute and monetize the New Song commercially.

Release the New Song on streaming platforms, download stores, social platforms, and artist-controlled promotional channels.

Release monetized music videos for the New Song.

Perform the New Song live.

Use the New Song in artist-controlled promotional campaigns.

Uses Requiring Separate Written Approval

Unless expressly included in this Agreement or later approved in writing by Licensor, the following require separate written approval:

Film, television, video game, app, trailer, or major sync placement.

Major brand advertising or third-party commercial advertising.

Sample packs, beat packs, remix packs, NFTs, or resale of the Beat as a standalone instrumental.

Transfer or assignment of the Beat or this Agreement to another party.

Any use that falsely suggests Licensor’s endorsement of a person, product, political campaign, or organization.

Beat Removal from Public Catalog

After the exclusive-rights transaction is approved, paid, and completed, Licensor will remove the Beat from public sale or mark it Sold/Unavailable in the Booth Ready Admin Beat Manager.

This removal applies to future public sales only and does not cancel prior valid non-exclusive licenses.

Credit Requirement

Licensee must provide production credit where credits are customarily displayed, using the following credit:

Prod. by Mista Foy for Beat4Life, LLC

Acceptable shortened credit where space is limited:

Prod. by Mista Foy

No Resale of the Beat as a Standalone Instrumental

Licensee may not resell, lease, sublicense, upload, distribute, or make the Beat available as a standalone instrumental, beat pack, sample pack, or production library asset. Licensee’s rights apply to the New Song created using the Beat, not to reselling the Beat itself.

Content ID and Copyright Claims

Licensee may not use Content ID, fingerprinting, or automated copyright claiming systems in a way that blocks Licensor, prior valid licensees, or other authorized uses.

If Licensee registers the New Song with a rights platform, Licensee must ensure the registration does not create false or overbroad claims against the Beat itself.

Payment and No Refunds

Exclusive-rights fees are final once the Beat is approved, payment is completed, and the Beat is removed from public availability, unless otherwise required by law or expressly approved by Licensor in writing.

Representations

Licensee represents that Licensee has the authority to enter into this Agreement and that Licensee will not use the Beat or New Song unlawfully.

Licensor represents that Licensor has the right to grant the rights described in this Agreement, subject to any prior valid non-exclusive licenses and rights expressly reserved in this Agreement.

Breach and Termination

If Licensee materially violates this Agreement, Licensor may provide written notice of the violation. If the violation is not cured within a reasonable period after notice, Licensor may pursue available remedies, including termination of rights where legally permitted.

Governing Law

This Agreement is governed by the laws of the State of New Jersey, without regard to conflict-of-law principles.

Entire Agreement

This Agreement represents the entire understanding between Licensor and Licensee regarding the Exclusive Rights license for the Beat and supersedes prior discussions or communications regarding this license.

Agreement Schedule

Licensor: Beat4Life, LLC

By: ______________________________ Name/Title: ______________________________ Date: _______________

Licensee: ______________________________

By: ______________________________ Name/Title: ______________________________ Date: _______________