LICENSE

Version 1.2, 6 September 2026. Effective on the date of the Order Confirmation to which it attaches. This version supersedes versions 1.0 and 1.1 in respect of purchases made on or after its effective date. It adds clauses 4.9 to 4.11 (vocal processing; AI-assisted and third-party processing; submission acknowledgement), 8.4 to 8.6 (revisions and acceptance), 10.4 to 10.7, 12.4, 14.2, and new clauses 15 to 19 (voice data and biometric consent; name, likeness and publicity; indemnification; dispute resolution; electronic contracting and notices).

THIS MASTER LICENSE AGREEMENT (the "Agreement") is entered into by and between MATRIX MUSIC ("Licensor") and the purchaser identified in the Order Confirmation ("Licensee"). By completing a purchase, downloading any file, or otherwise exploiting any Work, Licensee accepts and agrees to be bound by this Agreement.

1.1 "Work" means the specific musical composition, sound recording, instrumental, beat, reference song, stem, or master identified in the Order Confirmation. 1.2 "Order Confirmation" means the receipt issued to Licensee at the time of purchase, identifying the Work, the License Tier, the price paid, and the date of purchase. The Order Confirmation is incorporated into and forms part of this Agreement. 1.3 "License Tier" means the tier purchased, being one of Standard License, Exclusive License, Reference Song License, or Custom Record, as identified in the Order Confirmation. 1.4 "New Master" means a sound recording created by Licensee that embodies the Work, whether or not it also embodies Licensee's own vocal or instrumental performance. 1.5 "Reference Vocal" means any guide, demonstration, or scratch vocal performance embodied in a reference song as delivered or as made available for audition on Licensor's website.

2.1 Where the Order Confirmation identifies the License Tier as Standard License, Licensor grants to Licensee a non-exclusive, non-transferable, worldwide, revocable license to record, reproduce, distribute, publicly perform, and synchronize the Work as embodied in a New Master. 2.2 The Standard License is non-exclusive. Licensor may license the same Work to any number of other parties on the same or different terms, before or after the date of the Order Confirmation, and is under no obligation to notify Licensee that it has done so. 2.3 The Standard License does not convey any ownership interest in the Work, in the underlying composition, or in any master recording owned or controlled by Licensor.

3.1 Where the Order Confirmation identifies the License Tier as Exclusive License, Licensor grants to Licensee an exclusive, worldwide license to record, reproduce, distribute, publicly perform, and synchronize the Work as embodied in a New Master. 3.2 Upon the Order Confirmation, Licensor shall withdraw the Work from sale on its website and shall grant no further license in the Work to any third party. 3.3 The Exclusive License does not terminate, rescind, or otherwise affect any Standard License granted in the same Work prior to the date of the Order Confirmation. Any such prior licensee may continue to exploit the Work in accordance with the terms of its own license. Licensor shall disclose the existence and number of any such prior licenses upon written request. 3.4 The Exclusive License is a license and not an assignment. Licensor retains its share of the underlying composition and its writing credit as set out in clause 6.3.

4.1 A reference song is a completed work of authorship comprising lyrics, melody, arrangement, production, mix, and master, created by or on behalf of Licensor and presented for audition with a Reference Vocal. 4.2 The Reference Vocal is a guide track only. No right, license, or permission of any kind is granted in respect of the Reference Vocal, and Licensee shall not reproduce, distribute, publicly perform, or otherwise exploit any recording embodying the Reference Vocal. 4.3 Following the Order Confirmation, Licensee shall supply to Licensor recordings of Licensee's own vocal performance of not less than ten (10) minutes in aggregate duration. The material supplied need not be a performance of the reference song purchased, and need not be a performance of any particular composition. Licensee may rap, sing, or otherwise perform material of Licensee's choosing, including material previously written or recorded by Licensee and material written or recorded by any third party. The material shall be supplied as clean, unprocessed audio of the highest quality reasonably available to Licensee. 4.4 Material supplied under clause 4.3 is used by Licensor solely as a source of Licensee's vocal performance. Where any such material embodies a musical composition or sound recording owned or controlled by a third party, no part of that composition or that recording shall be embodied in the New Master, and neither party acquires any right in it by reason of its supply under clause 4.3. 4.5 Licensor shall produce and deliver a New Master embodying Licensee's vocal performance in place of the Reference Vocal. The means, methods, tools, and processes by which Licensor produces the New Master are a matter for Licensor's sole discretion and are not disclosed under this Agreement, save as provided in clause 9. 4.6 Licensee acknowledges that the sonic quality of the New Master is materially dependent upon the quality of the material supplied under clause 4.3. Licensor may, acting reasonably, notify Licensee that material supplied is not usable and request replacement material, in which case the period for delivery under clause 8.2 shall run from Licensor's receipt of usable material. 4.7 Upon the Order Confirmation, Licensor grants to Licensee an exclusive, worldwide license to record, reproduce, distribute, publicly perform, and synchronize the reference song as embodied in the New Master. Licensor shall withdraw the reference song from sale and shall grant no further license in it to any third party. 4.8 The license granted under clause 4.7 is exclusive as to the right to record and exploit the reference song. It is not a transfer of the composition. Licensor retains ownership of the underlying musical composition in its entirety and retains writing credit and publishing as set out in clause 6.4. 4.9 Vocal processing. In producing the New Master, Licensor may transpose, pitch-shift, tune, time-align, edit, comp, layer, equalise, compress, and otherwise process the material supplied under clause 4.3, including by changing the key in which Licensee's performance is heard so that it conforms to the key of the reference song, and by applying tools that adjust pitch, timing, formant, timbre, and dynamics. Licensee acknowledges that a voice heard in a different key, or following such processing, may sound unfamiliar to the person whose voice it is; that such a difference is an ordinary and expected consequence of record production; and that it does not constitute a defect in the New Master, a failure of delivery, or a ground for refund, replacement, or re-production. 4.10 AI-assisted and third-party processing; consent. Licensee acknowledges that the processing described in clause 4.9 is carried out with software that may include artificial-intelligence or machine-learning tools, and that one or more steps may be performed by third-party service providers selected by Licensor from time to time, which process the material on Licensor's instructions and under their own terms of service and privacy policies. Licensee expressly consents to the processing, transmission, and temporary storage of Licensee's voice and vocal recordings by such tools and providers for the purpose of producing the New Master. Licensor does not itself use the material to build, train, or improve any voice model or dataset, does not sell the material, and does not embody the material in any release other than the New Master. To the extent a provider's terms permit that provider to retain submitted audio, or to use it to operate, secure, or improve its services, that retention or use is governed by the provider's terms, is outside Licensor's control, and is within the scope of Licensee's consent under this clause. 4.11 Submission acknowledgement. The submission of material under clause 4.3, together with the confirmation given by Licensee at the point of submission, constitutes Licensee's written acknowledgement of, and consent to, clauses 4.9, 4.10, and 15. Licensee may withdraw consent by written notice to Licensor at any time before delivery of the New Master, whereupon Licensor shall cease processing and delete its working copies; withdrawal after production has commenced does not entitle Licensee to a refund.

5.1 A custom record is a work created to Licensee's specification. Clauses 4.3 to 4.6 apply to a Custom Record as they apply to a Reference Song License. Publishing in a custom record is retained by Licensor in accordance with clause 6.4. The rights granted, the credit retained, and any variation of that share shall be as specified in the Order Confirmation or in a separate written agreement executed by both parties, which shall prevail over this clause in the event of conflict.

6.1 All rights not expressly granted under this Agreement are reserved to Licensor. For the avoidance of doubt, every license granted under this Agreement is a license of the right to record and exploit a New Master. No license granted under this Agreement transfers, assigns, or in any way conveys any ownership interest in the underlying musical composition, and no such interest passes to Licensee by implication, by course of dealing, or by operation of this Agreement. 6.2 Licensor is and remains a writer of the underlying musical composition embodied in every Work, including every Work licensed on an exclusive basis. 6.3 Publishing: beats. Where the License Tier is Standard License or Exclusive License, Licensor retains fifty per cent (50%) of the underlying musical composition, being the writer's share and the publisher's share attributable to the instrumental composition authored by Licensor. Licensee retains the remaining fifty per cent (50%) in respect of the lyrics, topline, and any other original authorship contributed by Licensee. The purchase of an Exclusive License conveys exclusivity in the right to record and exploit the Work; it does not convey Licensor's share of the composition, and no increase in the price paid shall be construed as conveying it. 6.4 Publishing: reference songs and custom records. Where the License Tier is Reference Song License or Custom Record, the composition, comprising the lyrics, melody, and arrangement, is authored in its entirety by Licensor. Licensor accordingly retains one hundred per cent (100%) of the underlying musical composition, being the whole of the writer's share and the whole of the publisher's share. Licensee's contribution is a performance embodied in the New Master and does not constitute authorship of the composition. Nothing in this clause limits Licensee's rights in the New Master as granted under clause 4. 6.5 Registration. Licensee shall register each New Master with every performing rights organisation, mechanical licensing collective, distributor, and digital service provider to which it is submitted in a manner that reflects the shares set out in clauses 6.3 and 6.4, and shall name Licensor as a writer. Licensee shall not register, claim, or administer any share of the composition in excess of the share allocated to Licensee, and shall not register any New Master in a manner that excludes, diminishes, or obscures Licensor's share or writing credit. 6.6 Correction. Where a New Master has been registered otherwise than in accordance with clause 6.5, Licensee shall correct the registration within thirty (30) days of written notice from Licensor and shall account to Licensor for any share of income received by Licensee that was attributable to Licensor's share. 6.7 Masters. Licensee owns and controls the New Master created by Licensee. Licensor retains ownership of every master recording delivered by Licensor, including any instrumental master, stem, or reference recording, save that Licensee may embody the same in the New Master in accordance with the license granted. 6.8 Any variation of the shares set out in clauses 6.3 and 6.4, and any production credit or producer royalty, shall be as specified in the Order Confirmation or in a separate written agreement signed by both parties, which shall prevail over those clauses in the event of conflict. 6.9 Where the License Tier is Standard License, Licensee shall include the credit "Produced by MATRIX MUSIC" in the metadata and in any visible credits accompanying the New Master.

7.1 Licensee shall not resell, sub-license, redistribute, or otherwise transfer the Work in its delivered form, whether or not for consideration. 7.2 Licensee shall not make the Work available as a beat, instrumental, sample pack, loop library, or template, and shall not offer the Work for use by any third party. 7.3 Licensee shall not claim authorship of the underlying composition or of the production. 7.4 Where the License Tier is Standard License, Licensee shall not register the New Master with any content identification or monetisation system in a manner that asserts a claim against any other licensee of the same Work. 7.5 Licensee shall not use the Work in connection with any material that is unlawful, defamatory, or that infringes the rights of any third party.

8.1 Files are delivered electronically by Licensor's third-party store provider following completion of payment. Licensor does not process or store payment card details. 8.2 Where a Work requires production by Licensor following delivery of Licensee's vocal recordings, Licensor shall use reasonable efforts to deliver the New Master within one to five business days of receipt of usable materials, and in any event within seven business days save where prevented by circumstances beyond its reasonable control. 8.3 The Standard License continues for so long as Licensee complies with this Agreement. The Exclusive License and the Reference Song License are perpetual, subject to clause 13. 8.4 Revisions. The price of a Reference Song License includes one (1) round of reasonable revision to the New Master, requested in writing within seven (7) days of delivery and confined to the treatment of Licensee's vocal (level, placement, tuning intensity, or edit points). Revisions to the composition, arrangement, production, mix philosophy, or master, and any further round, are outside the price and may be quoted separately. 8.5 Acceptance. The New Master is deemed accepted on the earlier of Licensee's written acceptance, Licensee's release or public use of it, or the expiry of seven (7) days from delivery without a revision request under clause 8.4. 8.6 Delivery format. The New Master is delivered as a stereo master in the format stated on the product page. Stems, instrumentals, alternates, and session files are not included unless stated in the Order Confirmation.

9.1 Licensee should read this clause. Some, but not all, of the Works offered by Licensor are produced with the assistance of artificial intelligence or machine-learning tools. This may include, without limitation, the generation or processing of instrumentation, melodic or harmonic material, arrangement, vocal performance in a Reference Vocal, mixing, or mastering. 9.2 Licensor does not represent that any given Work is or is not produced with such assistance. Licensee may request, in writing and before purchase, a statement as to whether a specific Work was produced with such assistance, and Licensor shall respond truthfully. 9.3 Licensee is responsible for making any disclosure of the use of artificial intelligence that is required by any distributor, streaming service, performing rights organisation, record label, publisher, competition, or applicable law to which Licensee submits a New Master. Licensee acknowledges that some such parties require disclosure and that a failure to disclose may result in rejection, removal, or demonetisation of the New Master. 9.4 The legal status of material produced with the assistance of artificial intelligence, including its eligibility for copyright protection, differs between jurisdictions and continues to develop. Licensor makes no representation as to the copyright status of any such material.

10.1 Licensee warrants that every vocal performance supplied by Licensee to Licensor is performed by Licensee, and that Licensee is entitled to supply it to Licensor for the purpose set out in clause 4.4. Where any lyric, composition, or other material supplied by Licensee is intended to be embodied in the New Master, Licensee warrants that it is Licensee's own original work or is material that Licensee is fully entitled to supply, and that its use by Licensor will not infringe the rights of any third party. 10.2 Licensee warrants that Licensee is of the age of majority in Licensee's jurisdiction, or has the consent of a parent or legal guardian. 10.3 Licensee grants to Licensor the right to use materials supplied by Licensee solely for the purpose of producing and delivering the New Master. 10.4 Licensee warrants that no material supplied under clause 4.3 embodies the voice of any person other than Licensee, and that Licensee will not supply, and will not request Licensor to produce, any recording that imitates, clones, or is intended to pass as the voice of any other identifiable person, living or dead, without that person's written consent, a copy of which shall be provided to Licensor on request. 10.5 Licensee warrants that no material supplied is unlawful, defamatory, obscene, infringing, or in breach of any third party's privacy, publicity, or other rights, and that it does not incite violence or hatred against any person or group. 10.6 Licensee warrants that the information supplied at checkout and at the point of vocal submission, including Licensee's legal name, artist name, and contact details, is accurate and current, and that Licensee will notify Licensor of any change relevant to delivery or to credit. 10.7 Licensee acknowledges that Licensor relies on the warranties in this clause 10 in agreeing to process Licensee's voice and to produce the New Master, and that they are conditions of this Agreement.

11.1 Licensor warrants that it has the right to grant the licenses set out in this Agreement. 11.2 Save as expressly set out in clause 11.1, each Work is provided "as is" and "as available", and Licensor disclaims all other warranties, whether express, implied, or statutory, including without limitation any implied warranty of merchantability, fitness for a particular purpose, title, or non-infringement. 11.3 Licensor does not warrant that any New Master will be accepted by any distributor, will achieve any level of commercial performance, or will generate any revenue.

12.1 To the maximum extent permitted by applicable law, Licensor's aggregate liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence), or otherwise, shall not exceed the amount actually paid by Licensee for the Work giving rise to the claim. 12.2 Licensor shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profit, revenue, goodwill, or anticipated savings, whether or not Licensor was advised of the possibility of such loss. 12.3 Nothing in this Agreement excludes or limits any liability that cannot lawfully be excluded or limited. 12.4 Without limiting clause 12.1, Licensor shall have no liability for: (a) the subjective character of Licensee's voice as heard in the New Master following the processing described in clause 4.9; (b) the acts, omissions, security, retention, or terms of any third-party service provider referred to in clause 4.10 or clause 15, save to the extent caused by Licensor's own negligence; (c) any rejection, removal, demonetisation, or content-identification claim made by any distributor, platform, or rights organisation in respect of a New Master; or (d) any loss arising from Licensee's failure to keep secure the links, files, or credentials by which Licensee supplies material or receives delivery.

13.1 Licensor may terminate the license granted under this Agreement upon written notice where Licensee is in material breach and, where the breach is capable of remedy, has failed to remedy it within fourteen (14) days of notice. 13.2 On termination, Licensee shall cease all exploitation of the Work and shall use reasonable efforts to remove any New Master from public distribution.

14.1 Because Works are delivered as digital files, sales are final once delivery has occurred, save where a refund is required by applicable law or by the policy of the store provider used at checkout. Where an order is defective or incorrectly fulfilled, Licensee should contact Licensor, which shall correct the order or refund the price paid. 14.2 A Reference Song License and a Custom Record are bespoke production services. Once Licensor has received usable material under clause 4.3 and production has commenced, the price is non-refundable, save where Licensor is unable to deliver a New Master at all. Dissatisfaction with the sound of Licensee's own voice as processed under clause 4.9 is not a defect and is not a ground for refund.

15.1 Licensee acknowledges that a recording of a person's voice may, under the law of certain jurisdictions, be treated as biometric data, biometric information, or a biometric identifier (including under the Illinois Biometric Information Privacy Act, the Texas Capture or Use of Biometric Identifier Act, and comparable statutes), and that this clause is intended to provide the informed written consent that such laws require. 15.2 Purpose. Licensor collects, receives, and processes Licensee's vocal recordings for the sole purpose of producing and delivering the New Master and administering this Agreement, including the keeping of records evidencing consent. 15.3 Processing and disclosure. In pursuit of that purpose, Licensee's vocal recordings may be transmitted to, stored by, and processed by third-party service providers, including providers of artificial-intelligence or machine-learning audio tools, cloud storage, and file transfer. Licensee acknowledges that such providers act under their own terms of service and privacy policies; that Licensor does not control their systems; and that a provider may retain copies of submitted audio, or use submitted audio to operate, secure, or improve its services, where its terms so permit. Licensee consents to such transmission, storage, and processing. 15.4 Retention and destruction. Licensor destroys its own working copies of Licensee's vocal recordings within ninety (90) days of delivery of the New Master, or sooner on Licensee's written request, save for the New Master itself, records evidencing consent, and copies required to be retained by law or for the defence of a legal claim. Retention by third-party providers is governed by clause 15.3. 15.5 No sale; no independent training. Licensor does not sell Licensee's vocal recordings, does not license them to any person for any purpose other than the production of the New Master, and does not use them to build, train, or improve any voice model or dataset of its own. 15.6 Security. Licensor applies reasonable technical and organisational measures to protect vocal recordings in its possession. Licensee acknowledges that Licensee supplies material by way of a link to Licensee's own storage account, and that the security of that account and the permissions attaching to that link are Licensee's responsibility. 15.7 Withdrawal. Licensee may withdraw the consent given under this clause in the manner set out in clause 4.11, with the consequences there stated.

16.1 Licensor shall not use Licensee's name, artist name, likeness, voice, or the New Master in any advertising, promotion, or portfolio unless Licensee has given a separate, optional, and revocable consent to that use at the point of vocal submission or subsequently in writing. 16.2 Where such consent is given, Licensee grants Licensor a non-exclusive, royalty-free, worldwide license to reproduce and publicly perform excerpts of the New Master of not more than sixty (60) seconds, and to display Licensee's artist name and any artwork Licensee supplies, on Licensor's website and social-media channels, solely to illustrate Licensor's services. Licensee may revoke this consent at any time by written notice, whereupon Licensor shall cease new uses within fourteen (14) days; revocation does not require the recall of physical or previously published material that cannot reasonably be withdrawn. 16.3 Licensee shall not use the name or marks MATRIX MUSIC, or any logo or artwork of Licensor, in any manner that suggests endorsement, partnership, or affiliation beyond the licence granted, save for the credit contemplated by clause 6.

17.1 Licensee shall defend, indemnify, and hold harmless Licensor and its owners, officers, contractors, and service providers from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with: (a) any breach of the warranties in clause 10; (b) any material supplied by Licensee, including any claim that Licensee's voice, lyrics, or other material infringes, misappropriates, or violates the rights of any person; (c) Licensee's exploitation of a Work or New Master in breach of this Agreement; or (d) any disclosure obligation described in clause 9.3 that Licensee fails to meet. 17.2 Licensor shall give Licensee prompt notice of any claim for which indemnity is sought and shall not settle any such claim without Licensee's consent, not to be unreasonably withheld. Licensor may participate in the defence at its own expense.

18.1 Informal resolution first. Before commencing any proceeding, a party shall give the other written notice describing the dispute, and the parties shall attempt in good faith to resolve it within thirty (30) days of that notice. 18.2 Small claims. Either party may bring an individual claim in a small-claims court of competent jurisdiction. 18.3 Class action waiver. To the maximum extent permitted by applicable law, each party agrees that any proceeding shall be conducted only on an individual basis and not as a plaintiff or class member in any purported class, collective, or representative proceeding. 18.4 Governing law and forum. Subject to clauses 18.1 to 18.3, clause 20.5 applies. 18.5 Time limit. To the maximum extent permitted by applicable law, any claim arising out of this Agreement must be commenced within one (1) year after the cause of action accrues, failing which it is permanently barred. 18.6 Nothing in this clause deprives Licensee of the benefit of any mandatory consumer-protection provision of the law of the state or country in which Licensee is resident, including any non-waivable right to bring a claim in that jurisdiction.

19.1 Licensee agrees that this Agreement is formed electronically; that completing checkout, and ticking the confirmation at the point of vocal submission, each constitute Licensee's electronic signature and assent for the purposes of the U.S. Electronic Signatures in Global and National Commerce Act and equivalent laws; and that a printed or stored copy of this Agreement and of any electronic record of assent is admissible to the same extent as an original. 19.2 Licensor maintains a record of the version of this Agreement in force at each Order Confirmation, and of the confirmations given at vocal submission, and may rely on those records. 19.3 Notices to Licensor shall be sent to the address in clause 21. Notices to Licensee shall be sent to the email address supplied at checkout or at vocal submission, and are deemed received on the day of sending. 19.4 Licensor may amend this Agreement in respect of future purchases only, in accordance with clause 20.6. Licensee is bound by the version in force at the date of Licensee's Order Confirmation.

20.1 This Agreement, together with the Order Confirmation, constitutes the entire agreement between the parties in respect of the Work and supersedes all prior representations, understandings, and agreements. 20.2 Licensee may not assign this Agreement without Licensor's prior written consent, save that Licensee may assign to a successor in title to Licensee's recording business on written notice. 20.3 No failure or delay by Licensor in exercising any right shall operate as a waiver of it. 20.4 If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be severed and the remainder shall continue in full force. 20.5 This Agreement is governed by and construed in accordance with the laws of the State of New Jersey, without regard to its conflict of law rules. The parties submit to the exclusive jurisdiction of the state and federal courts sitting in Essex County, New Jersey, and each party waives any objection to the laying of venue in those courts and any claim that proceedings brought in those courts have been brought in an inconvenient forum. Nothing in this clause deprives Licensee of the benefit of any mandatory consumer protection provision of the law of the state or country in which Licensee is resident. 20.6 Licensor may amend this Agreement in respect of future purchases. The version in force at the date of the Order Confirmation governs that purchase.

Questions about this Agreement may be sent to info@matrixmusic.net or through the contact page at matrixmusic.net/contact. Notices to Licensor under this Agreement are effective when sent to that address.

MATRIX MUSIC · matrixmusic.net · info@matrixmusic.net

Last updated 1 September 2026.