NON-EXCLUSIVE BEAT LICENSE AGREEMENT (LIMITED TIER)

This Non-Exclusive Beat License Agreement ("Agreement") is made and effective as of 27 April 2026 (the "Effective Date"), by and between the Licensor (also referred to herein as "Producer"), FreshyfrenchyBeats ("Producer"), and the Licensee (also referred to herein as "Artist"), Patrick Selda ("Artist").

1. Licensor agrees to deliver the Beat as a high-quality MP3 in one file, as such terms are understood in the music industry.
2. Licensor shall use commercially reasonable efforts to deliver the Beat to Licensee immediately after payment of the License Fee is made. Licensee will receive the Beat via email, to the email address Licensee provided to Licensor.
3. The delivery of the Beat will be carried out automatically through the eCommerce digital sales system used by the website Freshyfrenchybeats.com, which acts as an intermediary between the Producer and the Client after payment of the License Fee.
4. The Client will receive the Beat via email at the address provided by the Client on the Freshyfrenchybeats.com website. The Client will also be able to access the product through a download link that will appear on the order confirmation page or purchase details page (to which the User is automatically redirected immediately after completing a successful purchase and payment).
5. Term: The Term of this Agreement shall be ten (10) years and this license shall expire on the ten (10) year anniversary of the Effective Date,

The territorial scope of this Agreement shall be worldwide.

1. GRANT OF NON-EXCLUSIVE LICENSE

Producer hereby grants to Artist a non-exclusive, non-transferable, and non-sublicensable license to use the musical composition and sound recording titled Esperanza (the "Beat"), solely for the purpose of creating a new sound recording (the "New Song") and exploiting the New Song subject to the terms and limitations set forth in this Agreement.

Term

Description

License Type

Non-Exclusive (Limited Tier)

Beat Title

Esperanza

Producer (Licensor)

El Frenchy

Artist (Licensee)

Patrick Selda

Effective Date

27 april 2026

2. PERMITTED USES AND LIMITATIONS

Artist may use the Beat to create the New Song and exploit the New Song worldwide, provided that the exploitation is strictly limited to the following commercial uses and maximum aggregate distribution caps:

• Maximum Audio Streams (Non-Interactive): Up to fifty thousand (50,000) total audio streams on platforms such as Spotify, Apple Music, and similar non-interactive services.
• Maximum Music Video Views: Up to fifty thousand (50,000) total views on video platforms such as YouTube, VEVO, and similar services.
• Music Video Monetization Limit: 0 monetized video streams 
• Physical Sales: Allows for the sale of up to 10,000 units, which can be a combination of physical music products and/or digital downloads.
• Free Downloads: Up to fifty thousand (50,000) free downloads are permitted
• Monetization: Monetization is permitted on audio streaming platforms Spotify, Deezer, Apple Music, Tidal, or any equivalent only within the limits defined in this Agreement. Any usage beyond these limits requires an upgraded license. The Artist must credit the Producer in all metadata and split sheets under the name “El Frenchy”, including the percentage of rights allocated to the Producer as specified in Section 4.2. of this Agreement. 
• Public Performances: Non-profit, non-commercial live performances are permitted.
• Radio Broadcasting: This license grants a single (1) right for broadcasting on radio platforms (terrestrial, satellite, or internet).

2.1. Additional Usage Details

1. Artist may NOT perform the New Song publicly for profit performances and for an Unlimited non-profit performances, including but not limited to, at a live performance (i.e. concert, festival, nightclub etc.), on terrestrial or satellite radio, and/or on the internet via third-party streaming services (Spotify, YouTube, iTunes Radio etc.). The New Song may be played on 1 terrestrial or satellite radio station.
2. The Licensee may use the New Song in synchronization with Zero (0) audiovisual work no longer than five (5) minutes in length (a "Video"). In the event that the New Song itself is longer than five (5) minutes in length, the Video may not play for longer than the length of the New Song. The Video may be broadcast on any television network and/or uploaded to the internet for digital streaming and/or free download by the public including but not limited to on YouTube and/or Vevo. Producer grants no other synchronization rights to Licensee.
3. The Licensee may make the New Song available for sale in physical and/or digital form and sell 10,000 downloads/physical music products and are allowed 50,000 monetized audio streams, 0 monetized video streams, and are allowed 50,000 free downloads. The New Song may be available for sale as a single and/or included in a compilation of other songs bundled together by Licensee as an EP or a full-length Album. The New Song may be sold via digital retailers for permanent digital download in mp3 format and/or physical format, including compact disc and vinyl records. For clarity and avoidance of doubt, the Licensee does NOT have the right to sell the Beat in the form that it was delivered to Licensee. The Licensee must create a New Song (or instrumental as detailed above) for its rights under this provision to vest. Any sale of the Beat in its original form by Licensee shall be a material breach of this Agreement and the Licensee shall be liable to the Licensor for damages as provided hereunder.

3. FINANCIAL TERMS

3.1. License Fee (One-Time Payment) 

In consideration for the license granted herein, Artist agrees to pay Producer a one-time, non-refundable license fee of 29.99€ upon execution of this Agreement.

Payment Item

Amount

Due Date

License Fee

29.99€ 

27 april 2026

3.2. No Royalty Obligation (Except Mechanical Royalties) 

Subject to the Licensee's compliance with the terms and conditions of this Agreement, Licensee shall not be required to account or pay to Producer any royalties, fees, or monies paid to or collected by the Licensee (expressly excluding mechanical royalties), or which would otherwise be payable to Producer in connection with the use/exploitation of the New Song as set forth in this Agreement.

4. OWNERSHIP, COPYRIGHT, AND PUBLISHING

4.1. Ownership and Control

The Producer is and shall remain the sole owner and holder of all rights, title, and interest in the Beat, including all copyrights to and in the sound recording and the underlying musical compositions written and composed by Producer. Nothing contained herein shall constitute an assignment by Producer to Licensee of any of the foregoing rights. Licensee may not, under any circumstances, register or attempt to register the New Song and/or the Beat with the U.S. Copyright Office. The aforementioned right to register the New Song and/or the Beat shall be strictly limited to Producer. Licensee will, upon request, execute, acknowledge and deliver to Producer such additional documents as Producer may deem necessary to evidence and effectuate Producer's rights hereunder, and Licensee hereby grants to Producer the right as attorney-in-fact to execute, acknowledge, deliver and record in the U.S. Copyright Office or elsewhere any and all such documents if Licensee shall fail to execute the same within five (5) days after so requested by the Producer.

• For the avoidance of doubt, you do not own the master or the sound recording rights in the New Song. You have been licensed the right to use the Beat in the New Song and to commercially exploit the New Song based on the terms and conditions of this Agreement
• Notwithstanding the above, you do own the lyrics or other original musical components of the New Song that were written or composed solely by you.

4.2. Copyright and Publishing Split

With respect to the publishing rights and ownership of the underlying composition embodied in the New Song, the Licensee, and the Producer hereby acknowledge and agree that the underlying composition shall be owned/split between them as follows:

 Writer

 Share

 Licensor Name (Licensor)

 50%

 Licensee Name (Licensee)

 50%

Producer shall own, control, and administer Fifty Percent (50%) of the so-called "Publisher's Share" of the underlying composition.

In the event that Licensee wishes to register his/her interests and rights to the underlying composition of the New Song with their Performing Rights Organization ("PRO"), Licensee must simultaneously identify and register the Producer's share and ownership interest in the composition to indicate that Producer wrote and owns 50% of the composition in the New Song and as the owner of 100% of the Publisher's share of the New Song.

5. MECHANICAL LICENSE

If any selection or musical composition, or any portion thereof, recorded in the New Song hereunder is written or composed by Producer, in whole or in part, alone or in collaboration with others, or is owned or controlled, in whole or in part, directly or indirectly, by Producer or any person, firm, or corporation in which Producer has a direct or indirect interest, then such selection and/or musical composition shall be hereinafter referred to as a "Controlled Composition". Producer hereby agrees to issue or cause to be issued, as applicable, to Licensee, mechanical licenses in respect of each Controlled Composition, which are embodied on the New Song. For that license, on the United States and Canada sales, Licensee will pay mechanical royalties at one hundred percent (100%) of the minimum statutory rate, subject to no cap of that rate for albums and/or EPs. For licenses outside the United States and Canada, the mechanical royalty rate will be the rate prevailing on an industry-wide basis in the country concerned on the date that this agreement has been entered into.

6. CREDIT OBLIGATION

Artists must ensure that proper and customary credit is given to the Producer on all physical media, digital distribution platforms (including metadata), and any visual media or marketing associated with the New Song. The required credit is: "Produced by El Frenchy" or similar industry-standard language.

7. SAMPLE CLEARANCE AND DOCUMENTATION

If the Beat contains any samples, the Licensee acknowledges and agrees that the sequencing, arrangement, and musical composition of the Beat constitute an original work.

The Licensee shall be solely responsible for obtaining any and all necessary clearances, licenses, and permissions for the use of any samples contained in the Beat, if applicable. The Licensor makes no warranties regarding the clearance status of any samples and shall not be held liable for any unauthorized use of sampled material by the Licensee.

Furthermore, the Licensor agrees to provide, where applicable, a document specifying the origin and source of any samples used in the Beat, as well as a means of contact for the owner(s) or rights holder(s) of such samples. This document shall be delivered to the Licensee in PDF or DOCX format and included within the compressed file containing the Beat files at the time of delivery.

The Licensee acknowledges that any use of the Beat in violation of third-party rights related to samples shall be at the Licensee’s sole risk and expense.

8. RESTRICTIONS

Artist is expressly prohibited from and shall not:

1. The rights granted to Licensee are NON-TRANSFERABLE and that Licensee may not transfer or assign any of its rights hereunder to any third-party;
2. The Licensee shall not synchronize, or permit third parties to synchronize, the Beat or New Song with any audiovisual works EXCEPT as expressly provided for and pursuant to Paragraph 4(b)(iii) of this Agreement for use in one (1) Video. This restriction includes, but is not limited to, use of the Beat and/or New Song in television, commercials, film/movies, theatrical works, video games, and in any other form on the Internet which is not expressly permitted herein.
3. The Licensee shall not have the right to license or sublicense any use of the Beat or of the New Song, in whole or in part, for any so-called "samples".
4. Licensee shall not engage in any unlawful copying, streaming, duplicating, selling, lending, renting, hiring, broadcasting, uploading, or downloading to any database, servers, computers, peer to peer sharing, or other file-sharing services, posting on websites, or distribution of the Beat in the form, or a substantially similar form, as delivered to Licensee. Licensee may send the Beat file to any individual musician, engineer, studio manager or other people who are working on the New Song.
5. THE LICENSEE IS EXPRESSLY PROHIBITED FROM REGISTERING THE BEAT AND/OR NEW SONG WITH ANY CONTENT IDENTIFICATION SYSTEM, SERVICE PROVIDER, MUSIC DISTRIBUTOR, RECORD LABEL OR DIGITAL AGGREGATOR (for example TuneCore or CDBaby, and any other provider of user-generated content identification services). The purpose of this restriction is to prevent you from receiving a copyright infringement takedown notice from a third party who also received a non-exclusive license to use the Beat in a New Song. The Beat has already been tagged for Content Identification (as that term is used in the music industry) by Producer as a pre-emptive measure to protect all interested parties in the New Song. If you do not adhere to this policy, you are in violation of the terms of this License and your license to use the Beat and/or New Song may be revoked without notice or compensation to you.
6. As applicable to both the underlying composition in the Beat and to the master recording of the Beat: (i) The parties acknowledge and agree that the New Song is a "derivative work", as that term is used in the United States Copyright Act; (ii) As applicable to the Beat and/or the New Song, there is no intention by the parties to create a joint work; and (iii) There is no intention by the Licensor to grant any rights in and/or to any other derivative works that may have been created by other third-party licensees.

9. LICENSOR’S OPTION

Licensor's Option: Licensor shall have the option, at Licensor's sole discretion, to terminate this License at any time within three (3) years of the date of this Agreement upon written notice to Licensee. In the event that Licensor exercises this option, Licensor shall pay to Licensee a sum equal to Two Hundred Percent (200%) of the License Fee paid by Licensee. Upon Licensor's exercise of the option, Licensee must immediately remove the New Song from any and all digital and physical distribution channels and must immediately cease access to any streams and/or downloads of the New Song by the general public.

10. TERM AND TERMINATION

10.1. Term

This license shall be valid from the Effective Date and shall continue until the maximum usage limits specified in first Section, part e) are reached, or until terminated earlier as provided herein.

10.2. License Acknowledgment and Communication Responsibility 

The Artist hereby expressly acknowledges, represents, and warrants that, upon completion of the purchase transaction, the Artist shall be deemed to have fully read, reviewed, understood, and irrevocably accepted all terms, conditions, obligations, and restrictions set forth in this License Agreement.

The Artist further agrees that access to, and receipt of, the licensed Beat and any associated license documentation is facilitated through an automated digital delivery system. In the event of any technical malfunction, delivery failure, or access issue related to such system, it shall be the sole and exclusive responsibility of the Artist to promptly notify and contact the Producer through one (1) of the officially designated communication channels, as follows:

1. The official website contact form: Freshyfrenchybeats.com
2. Email: freshyfrenchymusic@gmail.com
3. Official social media account: @freshyfrenchy (Elfrenchy) in Instagram, Tiktok and Threads

The Producer shall not be held liable, whether in contract, tort, negligence, or otherwise, for any failure by the Artist to access, review, acknowledge, or otherwise become aware of the terms of this Agreement.

Furthermore, the Producer shall bear no responsibility for any breach of this Agreement resulting from the Artist’s failure to review or properly understand the terms herein, including but not limited to any non-compliance arising from such failure.

10.3. Breach and Termination

If Artist fails to comply with any material term, condition, or limitation of this Agreement, the Agreement shall automatically terminate immediately without the need for further notice. Upon termination, the Artist must immediately cease all use, distribution, and exploitation of the New Song and shall destroy all copies of the Beat in its possession.

10.4. Remedies for Breach

1. The licensee shall have five (5) business days from its receipt of written notice by Producer and/or Producer's authorized representative to cure any alleged breach of this Agreement by Licensee. Licensee's failure to cure the alleged breach within five (5) business days shall result in Licensee's default of its obligations, its breach of this Agreement, and at Producer's sole discretion, the termination of Licensee's rights hereunder.
2. If Licensee engages in the commercial exploitation and/or sale of the Beat or New Song outside of the manner and amount expressly provided for in this Agreement, Licensee shall be liable to Producer for monetary damages in an amount equal to any and all monies paid, collected by, or received by Licensee, or any third party on its behalf, in connection with such unauthorized commercial exploitation of the Beat and/or New Song.
3. Licensee recognizes and agrees that a breach or threatened breach of this Agreement by Licensee gives rise to irreparable injury to Producer, which may not be adequately compensated by damages. Accordingly, in the event of a breach or threatened breach by the Licensee of the provisions of this Agreement, Producer may seek and shall be entitled to a temporary restraining order and a preliminary injunction restraining the Licensee from violating the provisions of this Agreement. Nothing herein shall prohibit the Producer from pursuing any other available legal or equitable remedy from such breach or threatened breach, including but not limited to the recovery of damages from the Licensee. The Licensee shall be responsible for all costs, expenses or damages that Producer incurs as a result of any violation by the Licensee of any provision of this Agreement. Licensee' obligation shall include court costs, litigation expenses, and reasonable attorneys' fees.

10.5. Warranties, Representations, and Indemnification

1. Licensee hereby agrees that Licensor has not made any guarantees or promises that the Beat fits the particular creative use or musical purpose intended or desired by the Licensee. The Beat, its sound recording, and the underlying musical composition embodied therein are licensed to the Licensee "as is" without warranties of any kind or fitness for a particular purpose.
2. Parties hereto shall indemnify and hold each other harmless from any and all third party claims, liabilities, costs, losses, damages or expenses as are actually incurred by the non-defaulting party and shall hold the non-defaulting party, free, safe, and harmless against and from any and all claims, suits, demands, costs, liabilities, loss, damages, judgments, recoveries, costs, and expenses; (including, without limitation, reasonable attorneys' fees), which may be made or brought, paid, or incurred by reason of any breach or claim of breach of the warranties and representations hereunder by the defaulting party, their agents, heirs, successors, assigns and employees, which have been reduced to final judgment; provided that prior to final judgment, arising out of any breach of any representations or warranties of the defaulting party contained in this agreement or any failure by defaulting party to perform any obligations on its part to be performed hereunder the non-defaulting party has given the defaulting party prompt written notice of all claims and the right to participate in the defense with counsel of its choice at its sole expense. In no event shall the Artist be entitled to seek injunctive or any other equitable relief for any breach or non-compliance with any provision of this agreement.

10.6. Miscellaneous:

1. This Agreement constitutes the entire understanding of the parties and is intended as a final expression of their agreement and cannot be altered, modified, amended or waived, in whole or in part, except by written instrument (email being sufficient) signed by both parties hereto. This agreement supersedes all prior agreements between the parties, whether oral or written. Should any provision of this agreement be held to be void, invalid or inoperative, such decision shall not affect any other provision hereof, and the remainder of this agreement shall be effective as though such void, invalid or inoperative provision had not been contained herein. No failure by Licensor hereto to perform any of its obligations hereunder shall be deemed a material breach of this agreement until the Licensee gives Licensor written notice of its failure to perform, and such failure has not been corrected within thirty (30) days from and after the service of such notice, or, if such breach is not reasonably capable of being cured within such thirty (30) day period, Licensor does not commence to cure such breach within said time period, and proceed with reasonable diligence to complete the curing of such breach thereafter. 
2. This agreement shall be governed by and interpreted in accordance with the laws of France, France applicable to agreements entered into and wholly performed in said State, without regard to any conflict of laws principles. You hereby agree that the exclusive jurisdiction and venue for any action, suit or proceeding based upon any matter, claim or controversy arising hereunder or relating hereto shall be in the state or federal courts located in the France, France. You shall not be entitled to any monies in connection with the Master(s) other than as specifically set forth herein. All notices pursuant to this agreement shall be in writing and shall be given by registered or certified mail, return receipt requested (prepaid) at the respective addresses hereinabove set forth or such other address or addresses as may be designated by either party. Such notices shall be deemed given when received. Any notice mailed will be deemed to have been received five (5) business days after it is mailed; any notice dispatched by expedited delivery service will be deemed to be received two (2) business days after it is dispatched. 
3. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THIS AGREEMENT AND HAVE BEEN ADVISED BY US OF THE SIGNIFICANT IMPORTANCE OF RETAINING AN INDEPENDENT ATTORNEY OF YOUR CHOICE TO REVIEW THIS AGREEMENT ON YOUR BEHALF. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE HAD THE UNRESTRICTED OPPORTUNITY TO BE REPRESENTED BY AN INDEPENDENT ATTORNEY. IN THE EVENT OF YOUR FAILURE TO OBTAIN AN INDEPENDENT ATTORNEY OR WAIVER THEREOF, YOU HEREBY WARRANT AND REPRESENT THAT YOU WILL NOT ATTEMPT TO USE SUCH FAILURE AND/OR WAIVER as a basis to avoid any obligations under this agreement, or to invalidate this agreement or To render this agreement or any part thereof unenforceable. This agreement may be executed in counterparts, each of which shall be deemed an original, and said counterparts shall constitute one and the same instrument. In addition, a signed copy of this agreement transmitted by facsimile or scanned into an image file and transmitted via email shall, for all purposes, be treated as if it was delivered containing an original manual signature of the party whose signature appears thereon and shall be binding upon such party as though an originally signed document had been delivered. Notwithstanding the foregoing, in the event that you do not sign this Agreement, your acknowledgment that you have reviewed the terms and conditions of this Agreement and your payment of the License Fee shall serve as your signature and acceptance of the terms and conditions of this Agreement.

11. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of France,  Any dispute arising under this Agreement shall be brought exclusively in the courts located in France.

12. ACCEPTANCE OF AGREEMENT BY PAYMENT

The licensee shall be deemed to have signed, affirmed and ratified its acceptance of the terms of this Agreement by virtue of its payment of the License Fee to Licensor and its electronic acceptance of its terms and conditions at the time Licensee made payment of the License Fee.

Date: 27 April 2026 Patrick Selda ("Artist")

NON-EXCLUSIVE BEAT LICENSE AGREEMENT (LIMITED TIER)

This Non-Exclusive Beat License Agreement ("Agreement") is made and effective as of 27 April 2026 (the "Effective Date"), by and between the Licensor (also referred to herein as "Producer"), FreshyfrenchyBeats ("Producer"), and the Licensee (also referred to herein as "Artist"), Patrick Selda ("Artist").

1. Licensor agrees to deliver the Beat as a high-quality MP3 and WAV one file, as such terms are understood in the music industry.
2. Licensor shall use commercially reasonable efforts to deliver the Beat to Licensee immediately after payment of the License Fee is made. Licensee will receive the Beat via email, to the email address Licensee provided to Licensor.
3. The delivery of the Beat will be carried out automatically through the eCommerce digital sales system used by the website Freshyfrenchybeats.com, which acts as an intermediary between the Producer and the Client after payment of the License Fee.
4. The Client will receive the Beat via email at the address provided by the Client on the Freshyfrenchybeats.com website. The Client will also be able to access the product through a download link that will appear on the order confirmation page or purchase details page (to which the User is automatically redirected immediately after completing a successful purchase and payment).
5. Term: The Term of this Agreement shall be ten (10) years and this license shall expire on the ten (10) year anniversary of the Effective Date,

The territorial scope of this Agreement shall be worldwide.

1. GRANT OF NON-EXCLUSIVE LICENSE

Producer hereby grants to Artist a non-exclusive, non-transferable, and non-sublicensable license to use the musical composition and sound recording titled Esperanza (the "Beat"), solely for the purpose of creating a new sound recording (the "New Song") and exploiting the New Song subject to the terms and limitations set forth in this Agreement.

Term

Description

License Type

Non-Exclusive (Limited Tier)

Beat Title

Esperanza

Producer (Licensor)

El Frenchy

Artist (Licensee)

Patrick Selda

Effective Date

27 april 2026

2. PERMITTED USES AND LIMITATIONS

Artist may use the Beat to create the New Song and exploit the New Song worldwide, provided that the exploitation is strictly limited to the following commercial uses and maximum aggregate distribution caps:

• Maximum Audio Streams (Non-Interactive): Up to one hundred thousand (100,000) total audio streams on platforms such as Spotify, Apple Music, and similar non-interactive services.
• Maximum Music Video Views: Up to one hundred thousand (100,000) total views on video platforms such as YouTube, VEVO, and similar services.
• Music Video Monetization Limit: 0 monetized video
• Physical Sales: Allows for the sale of up to 20,000 units, which can be a combination of physical music products and/or digital downloads.
• Free Downloads: Unlimited free downloads are permitted
• Monetization: Monetization is permitted on audio streaming platforms Spotify, Deezer, Apple Music, Tidal, or any equivalent only within the limits defined in this Agreement. Any usage beyond these limits requires an upgraded license. The Artist must credit the Producer in all metadata and split sheets under the name “El Frenchy”, including the percentage of rights allocated to the Producer as specified in Section 4.2. of this Agreement. 
• Public Performances: Non-profit, non-commercial live performances are permitted.
• Radio Broadcasting: This license grants a single (1) right for broadcasting on radio platforms (terrestrial, satellite, or internet).

2.1. Additional Usage Details

1. Artist may NOT perform the New Song publicly for profit performances and for an Unlimited non-profit performances, including but not limited to, at a live performance (i.e. concert, festival, nightclub etc.), on terrestrial or satellite radio, and/or on the internet via third-party streaming services (Spotify, YouTube, iTunes Radio etc.). The New Song may be played on 1 terrestrial or satellite radio station.
2. The Licensee may use the New Song in synchronization with One (1) audiovisual work no longer than five (5) minutes in length (a "Video"). In the event that the New Song itself is longer than five (5) minutes in length, the Video may not play for longer than the length of the New Song. The Video may be broadcast on any television network and/or uploaded to the internet for digital streaming and/or free download by the public including but not limited to on YouTube and/or Vevo. Producer grants no other synchronization rights to Licensee;
3. The Licensee may make the New Song available for sale in physical and/or digital form and sell 20,000 downloads/physical music products and are allowed 100,000 monetized audio streams, 1 monetized video streams, and are allowed 100,000 free downloads. The New Song may be available for sale as a single and/or included in a compilation of other songs bundled together by Licensee as an EP or a full-length Album. The New Song may be sold via digital retailers for permanent digital download in mp3 format and/or physical format, including compact disc and vinyl records. For clarity and avoidance of doubt, the Licensee does NOT have the right to sell the Beat in the form that it was delivered to Licensee. The Licensee must create a New Song (or instrumental as detailed above) for its rights under this provision to vest. Any sale of the Beat in its original form by Licensee shall be a material breach of this Agreement and the Licensee shall be liable to the Licensor for damages as provided hereunder.

3. FINANCIAL TERMS

3.1. License Fee (One-Time Payment) 

In consideration for the license granted herein, Artist agrees to pay Producer a one-time, non-refundable license fee of 49.99€ upon execution of this Agreement.

Payment Item

Amount

Due Date

License Fee

49.99€ 

27 april 2026

3.2. No Royalty Obligation (Except Mechanical Royalties)

Subject to the Licensee's compliance with the terms and conditions of this Agreement, Licensee shall not be required to account or pay to Producer any royalties, fees, or monies paid to or collected by the Licensee (expressly excluding mechanical royalties), or which would otherwise be payable to Producer in connection with the use/exploitation of the New Song as set forth in this Agreement.

4. OWNERSHIP, COPYRIGHT, AND PUBLISHING

4.1. Ownership and Control

The Producer is and shall remain the sole owner and holder of all rights, title, and interest in the Beat, including all copyrights to and in the sound recording and the underlying musical compositions written and composed by Producer. Nothing contained herein shall constitute an assignment by Producer to Licensee of any of the foregoing rights. Licensee may not, under any circumstances, register or attempt to register the New Song and/or the Beat with the U.S. Copyright Office. The aforementioned right to register the New Song and/or the Beat shall be strictly limited to Producer. Licensee will, upon request, execute, acknowledge and deliver to Producer such additional documents as Producer may deem necessary to evidence and effectuate Producer's rights hereunder, and Licensee hereby grants to Producer the right as attorney-in-fact to execute, acknowledge, deliver and record in the U.S. Copyright Office or elsewhere any and all such documents if Licensee shall fail to execute the same within five (5) days after so requested by the Producer.

• For the avoidance of doubt, you do not own the master or the sound recording rights in the New Song. You have been licensed the right to use the Beat in the New Song and to commercially exploit the New Song based on the terms and conditions of this Agreement
• Notwithstanding the above, you do own the lyrics or other original musical components of the New Song that were written or composed solely by you.

4.2. Copyright and Publishing Split

With respect to the publishing rights and ownership of the underlying composition embodied in the New Song, the Licensee, and the Producer hereby acknowledge and agree that the underlying composition shall be owned/split between them as follows:

 Writer

 Share

 Licensor Name (Licensor)

 50%

 Licensee Name (Licensee)

 50%

Producer shall own, control, and administer Fifty Percent (50%) of the so-called "Publisher's Share" of the underlying composition.

In the event that Licensee wishes to register his/her interests and rights to the underlying composition of the New Song with their Performing Rights Organization ("PRO"), Licensee must simultaneously identify and register the Producer's share and ownership interest in the composition to indicate that Producer wrote and owns 50% of the composition in the New Song and as the owner of 100% of the Publisher's share of the New Song.

5. MECHANICAL LICENSE

If any selection or musical composition, or any portion thereof, recorded in the New Song hereunder is written or composed by Producer, in whole or in part, alone or in collaboration with others, or is owned or controlled, in whole or in part, directly or indirectly, by Producer or any person, firm, or corporation in which Producer has a direct or indirect interest, then such selection and/or musical composition shall be hereinafter referred to as a "Controlled Composition". Producer hereby agrees to issue or cause to be issued, as applicable, to Licensee, mechanical licenses in respect of each Controlled Composition, which are embodied on the New Song. For that license, on the United States and Canada sales, Licensee will pay mechanical royalties at one hundred percent (100%) of the minimum statutory rate, subject to no cap of that rate for albums and/or EPs. For licenses outside the United States and Canada, the mechanical royalty rate will be the rate prevailing on an industry-wide basis in the country concerned on the date that this agreement has been entered into.

6. CREDIT OBLIGATION

Artists must ensure that proper and customary credit is given to the Producer on all physical media, digital distribution platforms (including metadata), and any visual media or marketing associated with the New Song. The required credit is: "Produced by El Frenchy" or similar industry-standard language.

7. SAMPLE CLEARANCE AND DOCUMENTATION

If the Beat contains any samples, the Licensee acknowledges and agrees that the sequencing, arrangement, and musical composition of the Beat constitute an original work.

The Licensee shall be solely responsible for obtaining any and all necessary clearances, licenses, and permissions for the use of any samples contained in the Beat, if applicable. The Licensor makes no warranties regarding the clearance status of any samples and shall not be held liable for any unauthorized use of sampled material by the Licensee.

Furthermore, the Licensor agrees to provide, where applicable, a document specifying the origin and source of any samples used in the Beat, as well as a means of contact for the owner(s) or rights holder(s) of such samples. This document shall be delivered to the Licensee in PDF or DOCX format and included within the compressed file containing the Beat files at the time of delivery.

The Licensee acknowledges that any use of the Beat in violation of third-party rights related to samples shall be at the Licensee’s sole risk and expense.

8. RESTRICTIONS

Artist is expressly prohibited from and shall not:

1. The rights granted to Licensee are NON-TRANSFERABLE and that Licensee may not transfer or assign any of its rights hereunder to any third-party;
2. The Licensee shall not synchronize, or permit third parties to synchronize, the Beat or New Song with any audiovisual works EXCEPT as expressly provided for and pursuant to Paragraph 4(b)(iii) of this Agreement for use in one (1) Video. This restriction includes, but is not limited to, use of the Beat and/or New Song in television, commercials, film/movies, theatrical works, video games, and in any other form on the Internet which is not expressly permitted herein.
3. The Licensee shall not have the right to license or sublicense any use of the Beat or of the New Song, in whole or in part, for any so-called "samples".
4. Licensee shall not engage in any unlawful copying, streaming, duplicating, selling, lending, renting, hiring, broadcasting, uploading, or downloading to any database, servers, computers, peer to peer sharing, or other file-sharing services, posting on websites, or distribution of the Beat in the form, or a substantially similar form, as delivered to Licensee. Licensee may send the Beat file to any individual musician, engineer, studio manager or other people who are working on the New Song.
5. THE LICENSEE IS EXPRESSLY PROHIBITED FROM REGISTERING THE BEAT AND/OR NEW SONG WITH ANY CONTENT IDENTIFICATION SYSTEM, SERVICE PROVIDER, MUSIC DISTRIBUTOR, RECORD LABEL OR DIGITAL AGGREGATOR (for example TuneCore or CDBaby, and any other provider of user-generated content identification services). The purpose of this restriction is to prevent you from receiving a copyright infringement takedown notice from a third party who also received a non-exclusive license to use the Beat in a New Song. The Beat has already been tagged for Content Identification (as that term is used in the music industry) by Producer as a pre-emptive measure to protect all interested parties in the New Song. If you do not adhere to this policy, you are in violation of the terms of this License and your license to use the Beat and/or New Song may be revoked without notice or compensation to you.
6. As applicable to both the underlying composition in the Beat and to the master recording of the Beat: (i) The parties acknowledge and agree that the New Song is a "derivative work", as that term is used in the United States Copyright Act; (ii) As applicable to the Beat and/or the New Song, there is no intention by the parties to create a joint work; and (iii) There is no intention by the Licensor to grant any rights in and/or to any other derivative works that may have been created by other third-party licensees.

9. LICENSOR’S OPTION

Licensor's Option: Licensor shall have the option, at Licensor's sole discretion, to terminate this License at any time within three (3) years of the date of this Agreement upon written notice to Licensee. In the event that Licensor exercises this option, Licensor shall pay to Licensee a sum equal to Two Hundred Percent (200%) of the License Fee paid by Licensee. Upon Licensor's exercise of the option, Licensee must immediately remove the New Song from any and all digital and physical distribution channels and must immediately cease access to any streams and/or downloads of the New Song by the general public.

10. TERM AND TERMINATION

10.1. Term

This license shall be valid from the Effective Date and shall continue until the maximum usage limits specified in first Section, part e) are reached, or until terminated earlier as provided herein.

10.2. License Acknowledgment and Communication Responsibility 

The Artist hereby expressly acknowledges, represents, and warrants that, upon completion of the purchase transaction, the Artist shall be deemed to have fully read, reviewed, understood, and irrevocably accepted all terms, conditions, obligations, and restrictions set forth in this License Agreement.

The Artist further agrees that access to, and receipt of, the licensed Beat and any associated license documentation is facilitated through an automated digital delivery system. In the event of any technical malfunction, delivery failure, or access issue related to such system, it shall be the sole and exclusive responsibility of the Artist to promptly notify and contact the Producer through one (1) of the officially designated communication channels, as follows:

1. The official website contact form: Freshyfrenchybeats.com
2. Email: freshyfrenchymusic@gmail.com
3. Official social media account: @freshyfrenchy (Elfrenchy) in Instagram, Tiktok and Threads

The Producer shall not be held liable, whether in contract, tort, negligence, or otherwise, for any failure by the Artist to access, review, acknowledge, or otherwise become aware of the terms of this Agreement.

Furthermore, the Producer shall bear no responsibility for any breach of this Agreement resulting from the Artist’s failure to review or properly understand the terms herein, including but not limited to any non-compliance arising from such failure.

10.3. Breach and Termination

If Artist fails to comply with any material term, condition, or limitation of this Agreement, the Agreement shall automatically terminate immediately without the need for further notice. Upon termination, the Artist must immediately cease all use, distribution, and exploitation of the New Song and shall destroy all copies of the Beat in its possession.

10.4. Remedies for Breach

1. The licensee shall have five (5) business days from its receipt of written notice by Producer and/or Producer's authorized representative to cure any alleged breach of this Agreement by Licensee. Licensee's failure to cure the alleged breach within five (5) business days shall result in Licensee's default of its obligations, its breach of this Agreement, and at Producer's sole discretion, the termination of Licensee's rights hereunder.
2. If Licensee engages in the commercial exploitation and/or sale of the Beat or New Song outside of the manner and amount expressly provided for in this Agreement, Licensee shall be liable to Producer for monetary damages in an amount equal to any and all monies paid, collected by, or received by Licensee, or any third party on its behalf, in connection with such unauthorized commercial exploitation of the Beat and/or New Song.
3. Licensee recognizes and agrees that a breach or threatened breach of this Agreement by Licensee gives rise to irreparable injury to Producer, which may not be adequately compensated by damages. Accordingly, in the event of a breach or threatened breach by the Licensee of the provisions of this Agreement, Producer may seek and shall be entitled to a temporary restraining order and a preliminary injunction restraining the Licensee from violating the provisions of this Agreement. Nothing herein shall prohibit the Producer from pursuing any other available legal or equitable remedy from such breach or threatened breach, including but not limited to the recovery of damages from the Licensee. The Licensee shall be responsible for all costs, expenses or damages that Producer incurs as a result of any violation by the Licensee of any provision of this Agreement. Licensee' obligation shall include court costs, litigation expenses, and reasonable attorneys' fees.

.10.5. Warranties, Representations, and Indemnification

1. Licensee hereby agrees that Licensor has not made any guarantees or promises that the Beat fits the particular creative use or musical purpose intended or desired by the Licensee. The Beat, its sound recording, and the underlying musical composition embodied therein are licensed to the Licensee "as is" without warranties of any kind or fitness for a particular purpose.
2. Parties hereto shall indemnify and hold each other harmless from any and all third party claims, liabilities, costs, losses, damages or expenses as are actually incurred by the non-defaulting party and shall hold the non-defaulting party, free, safe, and harmless against and from any and all claims, suits, demands, costs, liabilities, loss, damages, judgments, recoveries, costs, and expenses; (including, without limitation, reasonable attorneys' fees), which may be made or brought, paid, or incurred by reason of any breach or claim of breach of the warranties and representations hereunder by the defaulting party, their agents, heirs, successors, assigns and employees, which have been reduced to final judgment; provided that prior to final judgment, arising out of any breach of any representations or warranties of the defaulting party contained in this agreement or any failure by defaulting party to perform any obligations on its part to be performed hereunder the non-defaulting party has given the defaulting party prompt written notice of all claims and the right to participate in the defense with counsel of its choice at its sole expense. In no event shall the Artist be entitled to seek injunctive or any other equitable relief for any breach or non-compliance with any provision of this agreement.

10.6. Miscellaneous:

1. This Agreement constitutes the entire understanding of the parties and is intended as a final expression of their agreement and cannot be altered, modified, amended or waived, in whole or in part, except by written instrument (email being sufficient) signed by both parties hereto. This agreement supersedes all prior agreements between the parties, whether oral or written. Should any provision of this agreement be held to be void, invalid or inoperative, such decision shall not affect any other provision hereof, and the remainder of this agreement shall be effective as though such void, invalid or inoperative provision had not been contained herein. No failure by Licensor hereto to perform any of its obligations hereunder shall be deemed a material breach of this agreement until the Licensee gives Licensor written notice of its failure to perform, and such failure has not been corrected within thirty (30) days from and after the service of such notice, or, if such breach is not reasonably capable of being cured within such thirty (30) day period, Licensor does not commence to cure such breach within said time period, and proceed with reasonable diligence to complete the curing of such breach thereafter. 
2. This agreement shall be governed by and interpreted in accordance with the laws of France, France applicable to agreements entered into and wholly performed in said State, without regard to any conflict of laws principles. You hereby agree that the exclusive jurisdiction and venue for any action, suit or proceeding based upon any matter, claim or controversy arising hereunder or relating hereto shall be in the state or federal courts located in the France, France. You shall not be entitled to any monies in connection with the Master(s) other than as specifically set forth herein. All notices pursuant to this agreement shall be in writing and shall be given by registered or certified mail, return receipt requested (prepaid) at the respective addresses hereinabove set forth or such other address or addresses as may be designated by either party. Such notices shall be deemed given when received. Any notice mailed will be deemed to have been received five (5) business days after it is mailed; any notice dispatched by expedited delivery service will be deemed to be received two (2) business days after it is dispatched. 
3. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THIS AGREEMENT AND HAVE BEEN ADVISED BY US OF THE SIGNIFICANT IMPORTANCE OF RETAINING AN INDEPENDENT ATTORNEY OF YOUR CHOICE TO REVIEW THIS AGREEMENT ON YOUR BEHALF. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE HAD THE UNRESTRICTED OPPORTUNITY TO BE REPRESENTED BY AN INDEPENDENT ATTORNEY. IN THE EVENT OF YOUR FAILURE TO OBTAIN AN INDEPENDENT ATTORNEY OR WAIVER THEREOF, YOU HEREBY WARRANT AND REPRESENT THAT YOU WILL NOT ATTEMPT TO USE SUCH FAILURE AND/OR WAIVER as a basis to avoid any obligations under this agreement, or to invalidate this agreement or To render this agreement or any part thereof unenforceable. This agreement may be executed in counterparts, each of which shall be deemed an original, and said counterparts shall constitute one and the same instrument. In addition, a signed copy of this agreement transmitted by facsimile or scanned into an image file and transmitted via email shall, for all purposes, be treated as if it was delivered containing an original manual signature of the party whose signature appears thereon and shall be binding upon such party as though an originally signed document had been delivered. Notwithstanding the foregoing, in the event that you do not sign this Agreement, your acknowledgment that you have reviewed the terms and conditions of this Agreement and your payment of the License Fee shall serve as your signature and acceptance of the terms and conditions of this Agreement.

11. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of France,  Any dispute arising under this Agreement shall be brought exclusively in the courts located in France.

12. ACCEPTANCE OF AGREEMENT BY PAYMENT

The licensee shall be deemed to have signed, affirmed and ratified its acceptance of the terms of this Agreement by virtue of its payment of the License Fee to Licensor and its electronic acceptance of its terms and conditions at the time Licensee made payment of the License Fee.

Date: 27 April 2026                                                                                  Patrick Selda ("Artist")

NON-EXCLUSIVE BEAT LICENSE AGREEMENT (LIMITED TIER)

This Non-Exclusive Beat License Agreement ("Agreement") is made and effective as of 27 April 2026 (the "Effective Date"), by and between the Licensor (also referred to herein as "Producer"), FreshyfrenchyBeats ("Producer"), and the Licensee (also referred to herein as "Artist"), Patrick Selda ("Artist").

1. Licensor agrees to deliver the Beat as a high-quality MP3 and WAV one file and STEMS files name also “track by track”, as such terms are understood in the music industry.
2. Licensor shall use commercially reasonable efforts to deliver the Beat to Licensee immediately after payment of the License Fee is made. Licensee will receive the Beat via email, to the email address Licensee provided to Licensor.
3. The delivery of the Beat will be carried out automatically through the eCommerce digital sales system used by the website Freshyfrenchybeats.com, which acts as an intermediary between the Producer and the Client after payment of the License Fee.
4. The Client will receive the Beat via email at the address provided by the Client on the Freshyfrenchybeats.com website. The Client will also be able to access the product through a download link that will appear on the order confirmation page or purchase details page (to which the User is automatically redirected immediately after completing a successful purchase and payment).
5. Term: The Term of this Agreement shall be ten (10) years and this license shall expire on the ten (10) year anniversary of the Effective Date,

The territorial scope of this Agreement shall be worldwide.

1. GRANT OF NON-EXCLUSIVE LICENSE

Producer hereby grants to Artist a non-exclusive, non-transferable, and non-sublicensable license to use the musical composition and sound recording titled Esperanza (the "Beat"), solely for the purpose of creating a new sound recording (the "New Song") and exploiting the New Song subject to the terms and limitations set forth in this Agreement.

Term

Description

License Type

Non-Exclusive (Limited Tier)

Beat Title

Esperanza

Producer (Licensor)

El Frenchy

Artist (Licensee)

Patrick Selda

Effective Date

27 april 2026

2. PERMITTED USES AND LIMITATIONS

Artist may use the Beat to create the New Song and exploit the New Song worldwide, provided that the exploitation is strictly limited to the following commercial uses and maximum aggregate distribution caps:

• Maximum Audio Streams (Non-Interactive): Up to one million (1.000.000) total audio streams on platforms such as Spotify, Apple Music, and similar non-interactive services.
• Maximum Music Video Views: Up to one million (1.000.000) total views on video platforms such as YouTube, VEVO, and similar services.
• Music Video Monetization Limit: 1 monetized video
• Physical Sales: Allows for the sale of up to 100,000 units, which can be a combination of physical music products and/or digital downloads.
• Free Downloads: Unlimited free downloads are permitted
• Monetization: Monetization is permitted on audio streaming platforms Spotify, Deezer, Apple Music, Tidal, or any equivalent only within the limits defined in this Agreement. Any usage beyond these limits requires an upgraded license. The Artist must credit the Producer in all metadata and split sheets under the name “El Frenchy”, including the percentage of rights allocated to the Producer as specified in Section 4.2. of this Agreement. 
• Public Performances: Unlimited Live performances, including those for profit and commercial purposes, are permitted.
• Radio Broadcasting: This license grants Unlimited right for broadcasting on radio platforms (terrestrial, satellite, or internet).

2.1. Additional Usage Details

1. Artist may perform the New Song publicly for profit performances and for an Unlimited non-profit performances, including but not limited to, at a live performance (i.e. concert, festival, nightclub etc.), on terrestrial or satellite radio, and/or on the internet via third-party streaming services (Spotify, YouTube, iTunes Radio etc.). The New Song may be played on Unlimited terrestrial or satellite radio stations.
2. The Licensee may use the New Song in synchronization with One (1) audiovisual work no longer than five (5) minutes in length (a "Video"). In the event that the New Song itself is longer than five (5) minutes in length, the Video may not play for longer than the length of the New Song. The Video may be broadcast on any television network and/or uploaded to the internet for digital streaming and/or free download by the public including but not limited to on YouTube and/or Vevo. Producer grants no other synchronization rights to Licensee;
3. The Licensee may make the New Song available for sale in physical and/or digital form and sell 100,000 downloads/physical music products and are allowed 1.000.000 monetized audio streams, 1 monetized video streams, and are allowed Unlimited free downloads. The New Song may be available for sale as a single and/or included in a compilation of other songs bundled together by Licensee as an EP or a full-length Album. The New Song may be sold via digital retailers for permanent digital download in mp3 format and/or physical format, including compact disc and vinyl records. For clarity and avoidance of doubt, the Licensee does NOT have the right to sell the Beat in the form that it was delivered to Licensee. The Licensee must create a New Song (or instrumental as detailed above) for its rights under this provision to vest. Any sale of the Beat in its original form by Licensee shall be a material breach of this Agreement and the Licensee shall be liable to the Licensor for damages as provided hereunder.

3. FINANCIAL TERMS

3. FINANCIAL TERMS

3.1. License Fee (One-Time Payment) 

In consideration for the license granted herein, Artist agrees to pay Producer a one-time, non-refundable license fee of 99.99€ upon execution of this Agreement.

Payment Item

Amount

Due Date

License Fee

99.99€ 

27 april 2026

3.2. No Royalty Obligation (Except Mechanical Royalties)

Subject to the Licensee's compliance with the terms and conditions of this Agreement, Licensee shall not be required to account or pay to Producer any royalties, fees, or monies paid to or collected by the Licensee (expressly excluding mechanical royalties), or which would otherwise be payable to Producer in connection with the use/exploitation of the New Song as set forth in this Agreement.

4. OWNERSHIP, COPYRIGHT, AND PUBLISHING

4.1. Ownership and Control

The Producer is and shall remain the sole owner and holder of all rights, title, and interest in the Beat, including all copyrights to and in the sound recording and the underlying musical compositions written and composed by Producer. Nothing contained herein shall constitute an assignment by Producer to Licensee of any of the foregoing rights. Licensee may not, under any circumstances, register or attempt to register the New Song and/or the Beat with the U.S. Copyright Office. The aforementioned right to register the New Song and/or the Beat shall be strictly limited to Producer. Licensee will, upon request, execute, acknowledge and deliver to Producer such additional documents as Producer may deem necessary to evidence and effectuate Producer's rights hereunder, and Licensee hereby grants to Producer the right as attorney-in-fact to execute, acknowledge, deliver and record in the U.S. Copyright Office or elsewhere any and all such documents if Licensee shall fail to execute the same within five (5) days after so requested by the Producer.

• For the avoidance of doubt, you do not own the master or the sound recording rights in the New Song. You have been licensed the right to use the Beat in the New Song and to commercially exploit the New Song based on the terms and conditions of this Agreement
• Notwithstanding the above, you do own the lyrics or other original musical components of the New Song that were written or composed solely by you.

4.2. Copyright and Publishing Split

With respect to the publishing rights and ownership of the underlying composition embodied in the New Song, the Licensee, and the Producer hereby acknowledge and agree that the underlying composition shall be owned/split between them as follows:

 Writer

 Share

 Licensor Name (Licensor)

 50%

 Licensee Name (Licensee)

 50%

Producer shall own, control, and administer Fifty Percent (50%) of the so-called "Publisher's Share" of the underlying composition.

In the event that Licensee wishes to register his/her interests and rights to the underlying composition of the New Song with their Performing Rights Organization ("PRO"), Licensee must simultaneously identify and register the Producer's share and ownership interest in the composition to indicate that Producer wrote and owns 50% of the composition in the New Song and as the owner of 100% of the Publisher's share of the New Song.

5. MECHANICAL LICENSE

If any selection or musical composition, or any portion thereof, recorded in the New Song hereunder is written or composed by Producer, in whole or in part, alone or in collaboration with others, or is owned or controlled, in whole or in part, directly or indirectly, by Producer or any person, firm, or corporation in which Producer has a direct or indirect interest, then such selection and/or musical composition shall be hereinafter referred to as a "Controlled Composition". Producer hereby agrees to issue or cause to be issued, as applicable, to Licensee, mechanical licenses in respect of each Controlled Composition, which are embodied on the New Song. For that license, on the United States and Canada sales, Licensee will pay mechanical royalties at one hundred percent (100%) of the minimum statutory rate, subject to no cap of that rate for albums and/or EPs. For licenses outside the United States and Canada, the mechanical royalty rate will be the rate prevailing on an industry-wide basis in the country concerned on the date that this agreement has been entered into.

6. CREDIT OBLIGATION

Artists must ensure that proper and customary credit is given to the Producer on all physical media, digital distribution platforms (including metadata), and any visual media or marketing associated with the New Song. The required credit is: "Produced by El Frenchy" or similar industry-standard language.

7. SAMPLE CLEARANCE AND DOCUMENTATION

If the Beat contains any samples, the Licensee acknowledges and agrees that the sequencing, arrangement, and musical composition of the Beat constitute an original work.

The Licensee shall be solely responsible for obtaining any and all necessary clearances, licenses, and permissions for the use of any samples contained in the Beat, if applicable. The Licensor makes no warranties regarding the clearance status of any samples and shall not be held liable for any unauthorized use of sampled material by the Licensee.

Furthermore, the Licensor agrees to provide, where applicable, a document specifying the origin and source of any samples used in the Beat, as well as a means of contact for the owner(s) or rights holder(s) of such samples. This document shall be delivered to the Licensee in PDF or DOCX format and included within the compressed file containing the Beat files at the time of delivery.

The Licensee acknowledges that any use of the Beat in violation of third-party rights related to samples shall be at the Licensee’s sole risk and expense.

8. RESTRICTIONS

Artist is expressly prohibited from and shall not:

1. The rights granted to Licensee are NON-TRANSFERABLE and that Licensee may not transfer or assign any of its rights hereunder to any third-party;
2. The Licensee shall not synchronize, or permit third parties to synchronize, the Beat or New Song with any audiovisual works EXCEPT as expressly provided for and pursuant to Paragraph 4(b)(iii) of this Agreement for use in one (1) Video. This restriction includes, but is not limited to, use of the Beat and/or New Song in television, commercials, film/movies, theatrical works, video games, and in any other form on the Internet which is not expressly permitted herein.
3. The Licensee shall not have the right to license or sublicense any use of the Beat or of the New Song, in whole or in part, for any so-called "samples".
4. Licensee shall not engage in any unlawful copying, streaming, duplicating, selling, lending, renting, hiring, broadcasting, uploading, or downloading to any database, servers, computers, peer to peer sharing, or other file-sharing services, posting on websites, or distribution of the Beat in the form, or a substantially similar form, as delivered to Licensee. Licensee may send the Beat file to any individual musician, engineer, studio manager or other people who are working on the New Song.
5. THE LICENSEE IS EXPRESSLY PROHIBITED FROM REGISTERING THE BEAT AND/OR NEW SONG WITH ANY CONTENT IDENTIFICATION SYSTEM, SERVICE PROVIDER, MUSIC DISTRIBUTOR, RECORD LABEL OR DIGITAL AGGREGATOR (for example TuneCore or CDBaby, and any other provider of user-generated content identification services). The purpose of this restriction is to prevent you from receiving a copyright infringement takedown notice from a third party who also received a non-exclusive license to use the Beat in a New Song. The Beat has already been tagged for Content Identification (as that term is used in the music industry) by Producer as a pre-emptive measure to protect all interested parties in the New Song. If you do not adhere to this policy, you are in violation of the terms of this License and your license to use the Beat and/or New Song may be revoked without notice or compensation to you.
6. As applicable to both the underlying composition in the Beat and to the master recording of the Beat: (i) The parties acknowledge and agree that the New Song is a "derivative work", as that term is used in the United States Copyright Act; (ii) As applicable to the Beat and/or the New Song, there is no intention by the parties to create a joint work; and (iii) There is no intention by the Licensor to grant any rights in and/or to any other derivative works that may have been created by other third-party licensees.

9. LICENSOR’S OPTION

Licensor's Option: Licensor shall have the option, at Licensor's sole discretion, to terminate this License at any time within three (3) years of the date of this Agreement upon written notice to Licensee. In the event that Licensor exercises this option, Licensor shall pay to Licensee a sum equal to Two Hundred Percent (200%) of the License Fee paid by Licensee. Upon Licensor's exercise of the option, Licensee must immediately remove the New Song from any and all digital and physical distribution channels and must immediately cease access to any streams and/or downloads of the New Song by the general public.

10. TERM AND TERMINATION

10.1. Term

This license shall be valid from the Effective Date and shall continue until the maximum usage limits specified in first Section, part e) are reached, or until terminated earlier as provided herein.

10.2. License Acknowledgment and Communication Responsibility 

The Artist hereby expressly acknowledges, represents, and warrants that, upon completion of the purchase transaction, the Artist shall be deemed to have fully read, reviewed, understood, and irrevocably accepted all terms, conditions, obligations, and restrictions set forth in this License Agreement.

The Artist further agrees that access to, and receipt of, the licensed Beat and any associated license documentation is facilitated through an automated digital delivery system. In the event of any technical malfunction, delivery failure, or access issue related to such system, it shall be the sole and exclusive responsibility of the Artist to promptly notify and contact the Producer through one (1) of the officially designated communication channels, as follows:

1. The official website contact form: Freshyfrenchybeats.com
2. Email: freshyfrenchymusic@gmail.com
3. Official social media account: @freshyfrenchy (Elfrenchy) in Instagram, Tiktok and Threads

The Producer shall not be held liable, whether in contract, tort, negligence, or otherwise, for any failure by the Artist to access, review, acknowledge, or otherwise become aware of the terms of this Agreement.

Furthermore, the Producer shall bear no responsibility for any breach of this Agreement resulting from the Artist’s failure to review or properly understand the terms herein, including but not limited to any non-compliance arising from such failure.

10.3. Breach and Termination

If Artist fails to comply with any material term, condition, or limitation of this Agreement, the Agreement shall automatically terminate immediately without the need for further notice. Upon termination, the Artist must immediately cease all use, distribution, and exploitation of the New Song and shall destroy all copies of the Beat in its possession.

10.4. Remedies for Breach

1. The licensee shall have five (5) business days from its receipt of written notice by Producer and/or Producer's authorized representative to cure any alleged breach of this Agreement by Licensee. Licensee's failure to cure the alleged breach within five (5) business days shall result in Licensee's default of its obligations, its breach of this Agreement, and at Producer's sole discretion, the termination of Licensee's rights hereunder.
2. If Licensee engages in the commercial exploitation and/or sale of the Beat or New Song outside of the manner and amount expressly provided for in this Agreement, Licensee shall be liable to Producer for monetary damages in an amount equal to any and all monies paid, collected by, or received by Licensee, or any third party on its behalf, in connection with such unauthorized commercial exploitation of the Beat and/or New Song.
3. Licensee recognizes and agrees that a breach or threatened breach of this Agreement by Licensee gives rise to irreparable injury to Producer, which may not be adequately compensated by damages. Accordingly, in the event of a breach or threatened breach by the Licensee of the provisions of this Agreement, Producer may seek and shall be entitled to a temporary restraining order and a preliminary injunction restraining the Licensee from violating the provisions of this Agreement. Nothing herein shall prohibit the Producer from pursuing any other available legal or equitable remedy from such breach or threatened breach, including but not limited to the recovery of damages from the Licensee. The Licensee shall be responsible for all costs, expenses or damages that Producer incurs as a result of any violation by the Licensee of any provision of this Agreement. Licensee' obligation shall include court costs, litigation expenses, and reasonable attorneys' fees.

.10.5. Warranties, Representations, and Indemnification

1. Licensee hereby agrees that Licensor has not made any guarantees or promises that the Beat fits the particular creative use or musical purpose intended or desired by the Licensee. The Beat, its sound recording, and the underlying musical composition embodied therein are licensed to the Licensee "as is" without warranties of any kind or fitness for a particular purpose.
2. Parties hereto shall indemnify and hold each other harmless from any and all third party claims, liabilities, costs, losses, damages or expenses as are actually incurred by the non-defaulting party and shall hold the non-defaulting party, free, safe, and harmless against and from any and all claims, suits, demands, costs, liabilities, loss, damages, judgments, recoveries, costs, and expenses; (including, without limitation, reasonable attorneys' fees), which may be made or brought, paid, or incurred by reason of any breach or claim of breach of the warranties and representations hereunder by the defaulting party, their agents, heirs, successors, assigns and employees, which have been reduced to final judgment; provided that prior to final judgment, arising out of any breach of any representations or warranties of the defaulting party contained in this agreement or any failure by defaulting party to perform any obligations on its part to be performed hereunder the non-defaulting party has given the defaulting party prompt written notice of all claims and the right to participate in the defense with counsel of its choice at its sole expense. In no event shall the Artist be entitled to seek injunctive or any other equitable relief for any breach or non-compliance with any provision of this agreement.

10.6. Miscellaneous:

1. This Agreement constitutes the entire understanding of the parties and is intended as a final expression of their agreement and cannot be altered, modified, amended or waived, in whole or in part, except by written instrument (email being sufficient) signed by both parties hereto. This agreement supersedes all prior agreements between the parties, whether oral or written. Should any provision of this agreement be held to be void, invalid or inoperative, such decision shall not affect any other provision hereof, and the remainder of this agreement shall be effective as though such void, invalid or inoperative provision had not been contained herein. No failure by Licensor hereto to perform any of its obligations hereunder shall be deemed a material breach of this agreement until the Licensee gives Licensor written notice of its failure to perform, and such failure has not been corrected within thirty (30) days from and after the service of such notice, or, if such breach is not reasonably capable of being cured within such thirty (30) day period, Licensor does not commence to cure such breach within said time period, and proceed with reasonable diligence to complete the curing of such breach thereafter. 
2. This agreement shall be governed by and interpreted in accordance with the laws of France, France applicable to agreements entered into and wholly performed in said State, without regard to any conflict of laws principles. You hereby agree that the exclusive jurisdiction and venue for any action, suit or proceeding based upon any matter, claim or controversy arising hereunder or relating hereto shall be in the state or federal courts located in the France, France. You shall not be entitled to any monies in connection with the Master(s) other than as specifically set forth herein. All notices pursuant to this agreement shall be in writing and shall be given by registered or certified mail, return receipt requested (prepaid) at the respective addresses hereinabove set forth or such other address or addresses as may be designated by either party. Such notices shall be deemed given when received. Any notice mailed will be deemed to have been received five (5) business days after it is mailed; any notice dispatched by expedited delivery service will be deemed to be received two (2) business days after it is dispatched. 
3. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THIS AGREEMENT AND HAVE BEEN ADVISED BY US OF THE SIGNIFICANT IMPORTANCE OF RETAINING AN INDEPENDENT ATTORNEY OF YOUR CHOICE TO REVIEW THIS AGREEMENT ON YOUR BEHALF. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE HAD THE UNRESTRICTED OPPORTUNITY TO BE REPRESENTED BY AN INDEPENDENT ATTORNEY. IN THE EVENT OF YOUR FAILURE TO OBTAIN AN INDEPENDENT ATTORNEY OR WAIVER THEREOF, YOU HEREBY WARRANT AND REPRESENT THAT YOU WILL NOT ATTEMPT TO USE SUCH FAILURE AND/OR WAIVER as a basis to avoid any obligations under this agreement, or to invalidate this agreement or To render this agreement or any part thereof unenforceable. This agreement may be executed in counterparts, each of which shall be deemed an original, and said counterparts shall constitute one and the same instrument. In addition, a signed copy of this agreement transmitted by facsimile or scanned into an image file and transmitted via email shall, for all purposes, be treated as if it was delivered containing an original manual signature of the party whose signature appears thereon and shall be binding upon such party as though an originally signed document had been delivered. Notwithstanding the foregoing, in the event that you do not sign this Agreement, your acknowledgment that you have reviewed the terms and conditions of this Agreement and your payment of the License Fee shall serve as your signature and acceptance of the terms and conditions of this Agreement.

11. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of France,  Any dispute arising under this Agreement shall be brought exclusively in the courts located in France.

12. ACCEPTANCE OF AGREEMENT BY PAYMENT

The licensee shall be deemed to have signed, affirmed and ratified its acceptance of the terms of this Agreement by virtue of its payment of the License Fee to Licensor and its electronic acceptance of its terms and conditions at the time Licensee made payment of the License Fee.

Date: 27 April 2026                                                                                  Patrick Selda ("Artist")

EXCLUSIVE BEAT LICENSE AGREEMENT 

This Exclusive Beat License Agreement ("Agreement") is made and effective as of 27 April 2026 (the "Effective Date"), by and between the Licensor (also referred to herein as "Producer"), FreshyfrenchyBeats ("Producer"), and the Licensee (also referred to herein as "Artist"), Patrick Selda ("Artist").

1. Licensor agrees to deliver the Beat as a high-quality MP3 and WAV one file and STEMS files name also “track by track”, as such terms are understood in the music industry.
2. Licensor shall use commercially reasonable efforts to deliver the Beat to Licensee immediately after payment of the License Fee is made. Licensee will receive the Beat via email, to the email address Licensee provided to Licensor.
3. The delivery of the Beat will be carried out automatically through the eCommerce digital sales system used by the website Freshyfrenchybeats.com, which acts as an intermediary between the Producer and the Client after payment of the License Fee.
4. The Client will receive the Beat via email at the address provided by the Client on the Freshyfrenchybeats.com website. The Client will also be able to access the product through a download link that will appear on the order confirmation page or purchase details page (to which the User is automatically redirected immediately after completing a successful purchase and payment).
5. Term: The Term of this Agreement shall be ten (10) years and this license shall expire on the ten (10) year anniversary of the Effective Date,

The territorial scope of this Agreement shall be worldwide.

1. GRANT OF NON-EXCLUSIVE LICENSE

Producer hereby grants to Artist an exclusive, non-transferable, and non-sublicensable license to use the musical composition and sound recording titled Esperanza (the "Beat"), solely for the purpose of creating a new sound recording (the "New Song") and exploiting the New Song subject to the terms and limitations set forth in this Agreement.

The Licensee agrees to provide full and proper credit to the Licensor in all commercial recordings and releases of the New Song, using industry-standard crediting practices.

Upon the sale of this exclusive license, the Beat shall be removed from all marketplaces and shall no longer be made available for licensing or sale to any third party.

This exclusive license is granted subject to all prior non-exclusive licenses. Any previously granted licenses shall remain valid and unaffected. 

Term

Description

License Type

Non-Exclusive (Limited Tier)

Beat Title

Esperanza

Producer (Licensor)

El Frenchy

Artist (Licensee)

Patrick Selda

Effective Date

27 april 2026

2. PERMITTED USES AND LIMITATIONS

Artist may use the Beat to create the New Song and exploit the New Song worldwide, provided that the exploitation is strictly limited to the following commercial uses and maximum aggregate distribution caps:

• Maximum Audio Streams (Non-Interactive): Unlimited audio streams on platforms such as Spotify, Apple Music, and similar non-interactive services.
• Maximum Music Video Views: Unlimited total views on video platforms such as YouTube, VEVO, and similar services.
• Music Video Monetization Limit: Unlimited
• Physical Sales: Allows for sale Unlimited units, which can be a combination of physical music products and/or digital downloads.
• Free Downloads: Unlimited free downloads are permitted
• Monetization: Monetization is permitted on audio streaming platforms Spotify, Deezer, Apple Music, Tidal, or any equivalent only within the limits defined in this Agreement. Any usage beyond these limits requires an upgraded license. The Artist must credit the Producer in all metadata and split sheets under the name “El Frenchy”, including the percentage of rights allocated to the Producer as specified in Section 4.2. of this Agreement. 
• Public Performances: Unlimited Live performances, including those for profit and commercial purposes, are permitted.
• Radio Broadcasting: This license grants Unlimited right for broadcasting on radio platforms (terrestrial, satellite, or internet).

2.1. Additional Usage Details

1. Artist may perform the New Song publicly for profit performances and for an Unlimited non-profit performances, including but not limited to, at a live performance (i.e. concert, festival, nightclub etc.), on terrestrial or satellite radio, and/or on the internet via third-party streaming services (Spotify, YouTube, iTunes Radio etc.). The New Song may be played on Unlimited terrestrial or satellite radio stations.
2. The Licensee may use the New Song in synchronization with Unlimited audiovisual work no longer than five (5) minutes in length (a "Video"). In the event that the New Song itself is longer than five (5) minutes in length, the Video may not play for longer than the length of the New Song. The Video may be broadcast on any television network and/or uploaded to the internet for digital streaming and/or free download by the public including but not limited to on YouTube and/or Vevo. Producer grants no other synchronization rights to Licensee;
3. The Licensee may make the New Song available for sale in physical and/or digital form and sell Unlimited downloads/physical music products and are allowed Unlimited monetized audio streams, Unlimited 1 monetized video streams, and are allowed Unlimited free downloads. The New Song may be available for sale as a single and/or included in a compilation of other songs bundled together by Licensee as an EP or a full-length Album. The New Song may be sold via digital retailers for permanent digital download in mp3 format and/or physical format, including compact disc and vinyl records. For clarity and avoidance of doubt, the Licensee does NOT have the right to sell the Beat in the form that it was delivered to Licensee. The Licensee must create a New Song (or instrumental as detailed above) for its rights under this provision to vest. Any sale of the Beat in its original form by Licensee shall be a material breach of this Agreement and the Licensee shall be liable to the Licensor for damages as provided hereunder.

3. FINANCIAL TERMS

3.1. License Fee (One-Time Payment) 

In consideration for the license granted herein, Artist agrees to pay Producer a one-time, non-refundable license fee of 199.99€ upon execution of this Agreement.

Payment Item

Amount

Due Date

License Fee

199.99€ 

27 april 2026

3.2. No Royalty Obligation (Except Mechanical Royalties) 

Subject to the Licensee's compliance with the terms and conditions of this Agreement, Licensee shall not be required to account or pay to Producer any royalties, fees, or monies paid to or collected by the Licensee (expressly excluding mechanical royalties), or which would otherwise be payable to Producer in connection with the use/exploitation of the New Song as set forth in this Agreement.

4. OWNERSHIP, COPYRIGHT, AND PUBLISHING

4.1. Ownership and Control

The Producer is and shall remain the sole owner and holder of all rights, title, and interest in the Beat, including all copyrights to and in the sound recording and the underlying musical compositions written and composed by Producer. Nothing contained herein shall constitute an assignment by Producer to Licensee of any of the foregoing rights. Licensee may not, under any circumstances, register or attempt to register the New Song and/or the Beat with the U.S. Copyright Office. The aforementioned right to register the New Song and/or the Beat shall be strictly limited to Producer. Licensee will, upon request, execute, acknowledge and deliver to Producer such additional documents as Producer may deem necessary to evidence and effectuate Producer's rights hereunder, and Licensee hereby grants to Producer the right as attorney-in-fact to execute, acknowledge, deliver and record in the U.S. Copyright Office or elsewhere any and all such documents if Licensee shall fail to execute the same within five (5) days after so requested by the Producer.

• For the avoidance of doubt, you do not own the master or the sound recording rights in the New Song. You have been licensed the right to use the Beat in the New Song and to commercially exploit the New Song based on the terms and conditions of this Agreement
• Notwithstanding the above, you do own the lyrics or other original musical components of the New Song that were written or composed solely by you.

4.2. Copyright and Publishing Split

With respect to the publishing rights and ownership of the underlying composition embodied in the New Song, the Licensee, and the Producer hereby acknowledge and agree that the underlying composition shall be owned/split between them as follows:

 Writer

 Share

 Licensor Name (Licensor)

 50%

 Licensee Name (Licensee)

 50%

Producer shall own, control, and administer Fifty Percent (50%) of the so-called "Publisher's Share" of the underlying composition.

In the event that Licensee wishes to register his/her interests and rights to the underlying composition of the New Song with their Performing Rights Organization ("PRO"), Licensee must simultaneously identify and register the Producer's share and ownership interest in the composition to indicate that Producer wrote and owns 50% of the composition in the New Song and as the owner of 100% of the Publisher's share of the New Song.

5. MECHANICAL LICENSE

If any selection or musical composition, or any portion thereof, recorded in the New Song hereunder is written or composed by Producer, in whole or in part, alone or in collaboration with others, or is owned or controlled, in whole or in part, directly or indirectly, by Producer or any person, firm, or corporation in which Producer has a direct or indirect interest, then such selection and/or musical composition shall be hereinafter referred to as a "Controlled Composition". Producer hereby agrees to issue or cause to be issued, as applicable, to Licensee, mechanical licenses in respect of each Controlled Composition, which are embodied on the New Song. For that license, on the United States and Canada sales, Licensee will pay mechanical royalties at one hundred percent (100%) of the minimum statutory rate, subject to no cap of that rate for albums and/or EPs. For licenses outside the United States and Canada, the mechanical royalty rate will be the rate prevailing on an industry-wide basis in the country concerned on the date that this agreement has been entered into.

6. CREDIT OBLIGATION

Artists must ensure that proper and customary credit is given to the Producer on all physical media, digital distribution platforms (including metadata), and any visual media or marketing associated with the New Song. The required credit is: "Produced by El Frenchy" or similar industry-standard language.

7. SAMPLE CLEARANCE AND DOCUMENTATION

If the Beat contains any samples, the Licensee acknowledges and agrees that the sequencing, arrangement, and musical composition of the Beat constitute an original work.

The Licensee shall be solely responsible for obtaining any and all necessary clearances, licenses, and permissions for the use of any samples contained in the Beat, if applicable. The Licensor makes no warranties regarding the clearance status of any samples and shall not be held liable for any unauthorized use of sampled material by the Licensee.

Furthermore, the Licensor agrees to provide, where applicable, a document specifying the origin and source of any samples used in the Beat, as well as a means of contact for the owner(s) or rights holder(s) of such samples. This document shall be delivered to the Licensee in PDF or DOCX format and included within the compressed file containing the Beat files at the time of delivery.

The Licensee acknowledges that any use of the Beat in violation of third-party rights related to samples shall be at the Licensee’s sole risk and expense.

8. RESTRICTIONS

Artist is expressly prohibited from and shall not:

1. The rights granted to Licensee are NON-TRANSFERABLE and that Licensee may not transfer or assign any of its rights hereunder to any third-party;
2. The Licensee shall not synchronize, or permit third parties to synchronize, the Beat or New Song with any audiovisual works EXCEPT as expressly provided for and pursuant to Paragraph 4(b)(iii) of this Agreement for use in one (1) Video. This restriction includes, but is not limited to, use of the Beat and/or New Song in television, commercials, film/movies, theatrical works, video games, and in any other form on the Internet which is not expressly permitted herein.
3. The Licensee shall not have the right to license or sublicense any use of the Beat or of the New Song, in whole or in part, for any so-called "samples".
4. Licensee shall not engage in any unlawful copying, streaming, duplicating, selling, lending, renting, hiring, broadcasting, uploading, or downloading to any database, servers, computers, peer to peer sharing, or other file-sharing services, posting on websites, or distribution of the Beat in the form, or a substantially similar form, as delivered to Licensee. Licensee may send the Beat file to any individual musician, engineer, studio manager or other people who are working on the New Song.
5. THE LICENSEE IS EXPRESSLY PROHIBITED FROM REGISTERING THE BEAT AND/OR NEW SONG WITH ANY CONTENT IDENTIFICATION SYSTEM, SERVICE PROVIDER, MUSIC DISTRIBUTOR, RECORD LABEL OR DIGITAL AGGREGATOR (for example TuneCore or CDBaby, and any other provider of user-generated content identification services). The purpose of this restriction is to prevent you from receiving a copyright infringement takedown notice from a third party who also received a non-exclusive license to use the Beat in a New Song. The Beat has already been tagged for Content Identification (as that term is used in the music industry) by Producer as a pre-emptive measure to protect all interested parties in the New Song. If you do not adhere to this policy, you are in violation of the terms of this License and your license to use the Beat and/or New Song may be revoked without notice or compensation to you.
6. As applicable to both the underlying composition in the Beat and to the master recording of the Beat: (i) The parties acknowledge and agree that the New Song is a "derivative work", as that term is used in the United States Copyright Act; (ii) As applicable to the Beat and/or the New Song, there is no intention by the parties to create a joint work; and (iii) There is no intention by the Licensor to grant any rights in and/or to any other derivative works that may have been created by other third-party licensees.

9. LICENSOR’S OPTION

Licensor's Option: Licensor shall have the option, at Licensor's sole discretion, to terminate this License at any time within three (3) years of the date of this Agreement upon written notice to Licensee. In the event that Licensor exercises this option, Licensor shall pay to Licensee a sum equal to Two Hundred Percent (200%) of the License Fee paid by Licensee. Upon Licensor's exercise of the option, Licensee must immediately remove the New Song from any and all digital and physical distribution channels and must immediately cease access to any streams and/or downloads of the New Song by the general public.

10. TERM AND TERMINATION

10.1. Term

This license shall be valid from the Effective Date and shall continue until the maximum usage limits specified in first Section, part e) are reached, or until terminated earlier as provided herein.

10.2. License Acknowledgment and Communication Responsibility 

The Artist hereby expressly acknowledges, represents, and warrants that, upon completion of the purchase transaction, the Artist shall be deemed to have fully read, reviewed, understood, and irrevocably accepted all terms, conditions, obligations, and restrictions set forth in this License Agreement.

The Artist further agrees that access to, and receipt of, the licensed Beat and any associated license documentation is facilitated through an automated digital delivery system. In the event of any technical malfunction, delivery failure, or access issue related to such system, it shall be the sole and exclusive responsibility of the Artist to promptly notify and contact the Producer through one (1) of the officially designated communication channels, as follows:

1. The official website contact form: Freshyfrenchybeats.com
2. Email: freshyfrenchymusic@gmail.com
3. Official social media account: @freshyfrenchy (Elfrenchy) in Instagram, Tiktok and Threads

The Producer shall not be held liable, whether in contract, tort, negligence, or otherwise, for any failure by the Artist to access, review, acknowledge, or otherwise become aware of the terms of this Agreement.

Furthermore, the Producer shall bear no responsibility for any breach of this Agreement resulting from the Artist’s failure to review or properly understand the terms herein, including but not limited to any non-compliance arising from such failure.

10.3. Breach and Termination

If Artist fails to comply with any material term, condition, or limitation of this Agreement, the Agreement shall automatically terminate immediately without the need for further notice. Upon termination, the Artist must immediately cease all use, distribution, and exploitation of the New Song and shall destroy all copies of the Beat in its possession.

10.4. Remedies for Breach

1. The licensee shall have five (5) business days from its receipt of written notice by Producer and/or Producer's authorized representative to cure any alleged breach of this Agreement by Licensee. Licensee's failure to cure the alleged breach within five (5) business days shall result in Licensee's default of its obligations, its breach of this Agreement, and at Producer's sole discretion, the termination of Licensee's rights hereunder.
2. If Licensee engages in the commercial exploitation and/or sale of the Beat or New Song outside of the manner and amount expressly provided for in this Agreement, Licensee shall be liable to Producer for monetary damages in an amount equal to any and all monies paid, collected by, or received by Licensee, or any third party on its behalf, in connection with such unauthorized commercial exploitation of the Beat and/or New Song.
3. Licensee recognizes and agrees that a breach or threatened breach of this Agreement by Licensee gives rise to irreparable injury to Producer, which may not be adequately compensated by damages. Accordingly, in the event of a breach or threatened breach by the Licensee of the provisions of this Agreement, Producer may seek and shall be entitled to a temporary restraining order and a preliminary injunction restraining the Licensee from violating the provisions of this Agreement. Nothing herein shall prohibit the Producer from pursuing any other available legal or equitable remedy from such breach or threatened breach, including but not limited to the recovery of damages from the Licensee. The Licensee shall be responsible for all costs, expenses or damages that Producer incurs as a result of any violation by the Licensee of any provision of this Agreement. Licensee' obligation shall include court costs, litigation expenses, and reasonable attorneys' fees.

.10.5. Warranties, Representations, and Indemnification

1. Licensee hereby agrees that Licensor has not made any guarantees or promises that the Beat fits the particular creative use or musical purpose intended or desired by the Licensee. The Beat, its sound recording, and the underlying musical composition embodied therein are licensed to the Licensee "as is" without warranties of any kind or fitness for a particular purpose.
2. Parties hereto shall indemnify and hold each other harmless from any and all third party claims, liabilities, costs, losses, damages or expenses as are actually incurred by the non-defaulting party and shall hold the non-defaulting party, free, safe, and harmless against and from any and all claims, suits, demands, costs, liabilities, loss, damages, judgments, recoveries, costs, and expenses; (including, without limitation, reasonable attorneys' fees), which may be made or brought, paid, or incurred by reason of any breach or claim of breach of the warranties and representations hereunder by the defaulting party, their agents, heirs, successors, assigns and employees, which have been reduced to final judgment; provided that prior to final judgment, arising out of any breach of any representations or warranties of the defaulting party contained in this agreement or any failure by defaulting party to perform any obligations on its part to be performed hereunder the non-defaulting party has given the defaulting party prompt written notice of all claims and the right to participate in the defense with counsel of its choice at its sole expense. In no event shall the Artist be entitled to seek injunctive or any other equitable relief for any breach or non-compliance with any provision of this agreement.

10.6. Miscellaneous:

1. This Agreement constitutes the entire understanding of the parties and is intended as a final expression of their agreement and cannot be altered, modified, amended or waived, in whole or in part, except by written instrument (email being sufficient) signed by both parties hereto. This agreement supersedes all prior agreements between the parties, whether oral or written. Should any provision of this agreement be held to be void, invalid or inoperative, such decision shall not affect any other provision hereof, and the remainder of this agreement shall be effective as though such void, invalid or inoperative provision had not been contained herein. No failure by Licensor hereto to perform any of its obligations hereunder shall be deemed a material breach of this agreement until the Licensee gives Licensor written notice of its failure to perform, and such failure has not been corrected within thirty (30) days from and after the service of such notice, or, if such breach is not reasonably capable of being cured within such thirty (30) day period, Licensor does not commence to cure such breach within said time period, and proceed with reasonable diligence to complete the curing of such breach thereafter. 
2. This agreement shall be governed by and interpreted in accordance with the laws of France, France applicable to agreements entered into and wholly performed in said State, without regard to any conflict of laws principles. You hereby agree that the exclusive jurisdiction and venue for any action, suit or proceeding based upon any matter, claim or controversy arising hereunder or relating hereto shall be in the state or federal courts located in the France, France. You shall not be entitled to any monies in connection with the Master(s) other than as specifically set forth herein. All notices pursuant to this agreement shall be in writing and shall be given by registered or certified mail, return receipt requested (prepaid) at the respective addresses hereinabove set forth or such other address or addresses as may be designated by either party. Such notices shall be deemed given when received. Any notice mailed will be deemed to have been received five (5) business days after it is mailed; any notice dispatched by expedited delivery service will be deemed to be received two (2) business days after it is dispatched. 
3. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THIS AGREEMENT AND HAVE BEEN ADVISED BY US OF THE SIGNIFICANT IMPORTANCE OF RETAINING AN INDEPENDENT ATTORNEY OF YOUR CHOICE TO REVIEW THIS AGREEMENT ON YOUR BEHALF. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE HAD THE UNRESTRICTED OPPORTUNITY TO BE REPRESENTED BY AN INDEPENDENT ATTORNEY. IN THE EVENT OF YOUR FAILURE TO OBTAIN AN INDEPENDENT ATTORNEY OR WAIVER THEREOF, YOU HEREBY WARRANT AND REPRESENT THAT YOU WILL NOT ATTEMPT TO USE SUCH FAILURE AND/OR WAIVER as a basis to avoid any obligations under this agreement, or to invalidate this agreement or To render this agreement or any part thereof unenforceable. This agreement may be executed in counterparts, each of which shall be deemed an original, and said counterparts shall constitute one and the same instrument. In addition, a signed copy of this agreement transmitted by facsimile or scanned into an image file and transmitted via email shall, for all purposes, be treated as if it was delivered containing an original manual signature of the party whose signature appears thereon and shall be binding upon such party as though an originally signed document had been delivered. Notwithstanding the foregoing, in the event that you do not sign this Agreement, your acknowledgment that you have reviewed the terms and conditions of this Agreement and your payment of the License Fee shall serve as your signature and acceptance of the terms and conditions of this Agreement.

11. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of France,  Any dispute arising under this Agreement shall be brought exclusively in the courts located in France.

12. ACCEPTANCE OF AGREEMENT BY PAYMENT

The licensee shall be deemed to have signed, affirmed and ratified its acceptance of the terms of this Agreement by virtue of its payment of the License Fee to Licensor and its electronic acceptance of its terms and conditions at the time Licensee made payment of the License Fee.

Date: 27 April 2026                                                                                  Patrick Selda ("Artist")