This License Agreement ("Agreement") is entered into by and between [Licensor Name] ("Licensor") and [Licensee Company Name] ("Licensee"). Licensor and Licensee shall hereinafter collectively be referred to as the "Parties."

1. Background and Purpose

Licensor owns or controls a catalog of over 5,300 professional vocal stem packs, comprising more than 20,000 minutes of professionally recorded, unprocessed WAV audio (the “Vocal Tracks”). Licensor is legally authorized to sublicense these Vocal Tracks for commercial purposes, including use as training data for AI and machine learning models.

Licensee is engaged in the creation, development, manufacture, distribution, and marketing of digital audio technology, including AI, ML, plugins, and software applications. Licensee wishes to license the Vocal Tracks to enhance, refine, and test its products, including through the application of AI and machine learning processes.

2. Scope of License

Licensor hereby grants Licensee a perpetual, non-exclusive, non-revocable, and non-transferable license to:

Access, use, and analyze the Vocal Tracks for all commercial and product development purposes.

Use the Vocal Tracks in the testing, training, and development of software, including via AI and machine learning.

Utilize the Vocal Tracks as reference data and integrate them into Licensee products (plugins, software, or models) as presets or base layers.

Use the Vocal Tracks in all generative AI processes, including the creation of new synthetic vocal models and voice characteristics.

3. Ownership and Representations

Licensor represents and warrants that:

It owns or controls all intellectual property rights (including master, publishing, and composition rights) to the Vocal Tracks.

It is legally authorized to sublicense these rights for commercial and AI use.

It has full authority to enter into this Agreement.

The grant of rights to Licensee does not infringe upon any third-party rights when used in accordance with this Agreement.

4. License Fee

In exchange for this License, Licensee agrees to pay Licensor a one-time, all-inclusive fee of USD $25,000, payable within seven (7) business days of Agreement execution.

No future royalties, subscription fees, or additional payments shall be due.

5. Delivery & Access

Licensor will deliver secure access credentials to Licensee via a private link. Licensee may download the Vocal Tracks in full.

Access will remain active in perpetuity, even in the event of business transfer or database migration by Licensor.

6. Term and Duration

This Agreement is effective as of the date of execution. All rights granted herein are perpetual and non-revocable.

7. Restrictions

The License is subject to the following conditions:

The Vocal Tracks may not be redistributed, repackaged, or sold in their original state as standalone products or as part of any third-party sample pack.

Licensee may not register any derivative work created with the Vocal Tracks in any content identification system (e.g., YouTube Content ID).

Uploading raw Vocal Tracks to streaming platforms is prohibited.

Licensor retains full ownership of the Vocal Tracks.

Licensee retains full ownership of all software, tools, and IP developed using the Vocal Tracks. Licensor shall have no claim over Licensee’s products.

8. Transfer of License

Licensee may transfer this License in the event of:

A merger or acquisition;

The transfer of business operations involving the Vocal Tracks.

9. Breach and Remedies

In the event of a breach:

The non-breaching Party must provide written notice detailing the breach.

The breaching Party shall have thirty (30) days to cure the breach.

Failure to cure shall constitute a material breach of this Agreement.

10. Indemnification

Licensor agrees to indemnify and hold harmless Licensee (and its subsidiaries, officers, and employees) against any losses, liabilities, claims, or damages arising from:

Claims related to the use of the Vocal Tracks;

Breach of Licensor’s representations or warranties.

11. Limitation of Liability

Licensee’s maximum liability under this Agreement shall not exceed the License Fee.

Licensor’s sole remedy for breach shall be monetary damages; Licensor shall not have the right to restrain or interfere with the production, distribution, or use of Licensee’s products.

12. Governing Law

This Agreement shall be governed by and construed under the laws of the State of California, USA. All disputes shall be resolved exclusively in the courts located in Los Angeles, California.

13. Entire Agreement

This Agreement, together with Schedule 1, constitutes the entire agreement between the Parties. Any modifications must be in writing and signed by both Parties.

This Agreement may be executed in counterparts.

Schedule 1

Description of Vocal Tracks Licensed

1. Current Vocal Library Access
   Licensee is granted full and unrestricted access to Licensor’s catalog of over 5,300 Vocal Stem Packs, representing more than 20,000 minutes of professional vocal recordings, as of the Effective Date of this Agreement.

2. Definition of Vocal Stem Packs
   For the purposes of this Agreement, “Vocal Stem Packs” are defined as:

           Collections of isolated vocal tracks (stems) from a single musical composition.

           Includes lead vocals, background vocals, harmonies, ad-libs, and other vocal elements.

           Provided in high-quality unprocessed WAV formats suitable for professional use.

3. Delivery and Access
   Licensor will provide Licensee with a secure, private link to access and download the Vocal Stem Packs. Access credentials and any necessary instructions will be included in the communication.

4. Rights and Ownership
   Licensor represents and warrants that it owns or controls all necessary rights, including master recording rights and underlying composition rights, for all Vocal Stem Packs provided. Licensor retains sole ownership of all intellectual property rights in the Vocal Stem Packs.

5. Use of Vocal Stem Packs
   Licensee is licensed to use the Vocal Stem Packs solely for the Purpose defined in the Agreement, which includes testing, training, and development of AI/ML models, plugins, and audio software.

6. Prohibited Actions
   Licensee shall not redistribute, sell, or publicly release the raw Vocal Stem Packs or upload them to streaming platforms.

7. Acknowledgment
   By signing the Agreement to which this Schedule 1 is attached, Licensee acknowledges receipt and understanding of the contents of this Schedule and agrees to adhere to all terms specified herein.