Terms of Sale & Licensing

Purpose and Scope

This document is the Terms of Sale and license agreement for beats and plugins/software sold through the Site by Wheresej Studio ("Licensor," "Wheresej"). Every Beat is sold under the Non-Exclusive Unlimited License below by default; a Beat may instead be sold as a Full Buyout (exclusive sale) when listed and purchased that way, at a price Licensor sets individually for that Beat. The Plugin/Software EULA section takes effect once plugin products are offered for sale.

This is a working draft prepared with AI assistance and has not been reviewed by a licensed attorney -- treat it as a strong starting point, not legal advice, before relying on it for disputed or high-value transactions.

By completing checkout -- clicking "License," "Buy Exclusive Rights," or an equivalent purchase button, after ticking the box agreeing to these Terms, and confirming payment -- Licensee affirmatively agrees to be bound by these Terms, which are presented for review before payment is collected. If Licensee does not agree, Licensee must not complete the purchase.

Licensee represents that Licensee is at least 18 years old, or has reached the age of majority in Licensee's home jurisdiction, or has the consent of a parent or legal guardian to enter into this agreement.

Definitions

Non-Exclusive (Unlimited) License

Grant of rights. Upon payment, Licensor grants Licensee a non-exclusive, non-transferable, unlimited-use license to use the Beat in one (1) commercial music recording ("the Song"). Licensee may stream, distribute, sell, and monetize the Song without any streaming or unit cap. This is a license, not a sale -- Licensor retains all ownership of the Beat and may license it to other parties simultaneously.

Permitted uses. Recording vocals over the Beat; unlimited distribution on streaming platforms, social media, and monetized video (YouTube, TikTok, etc.); live and studio performance; entry into non-major-label competitions.

Restrictions. Licensee may not: resell, sublicense, or redistribute the unaltered Beat as a standalone product; claim ownership or authorship of the Beat or Composition; register the Beat/Composition (as opposed to the Song containing Licensee's own lyrics/vocals) with a PRO or copyright office; use the Beat in another party's commercial release without a separate license for that release.

Credit. Licensee must credit "Prod. Wheresej" -- a trademark of Licensor -- in the Song's official title, description, or liner notes, as applicable to the platform.

Multiple licenses. Licensor may sell additional Unlimited Licenses on this Beat to other parties before and after this License is issued, unless and until a Full Buyout is sold (see next section).

Full Buyout

What this grants. Effective on the date of purchase, Licensor sells the Beat to Licensee outright and agrees not to sell, license, or otherwise distribute the Beat to any other party from that date forward.

Full buyout (copyright assignment). Licensor assigns all right, title, and interest in the Master and Composition to Licensee, who becomes the copyright owner. Producer's underlying performance/session rights, if any under local law, are assigned or waived, as applicable and to the extent assignable or waivable. This assignment is executed through the signed Bill of Sale described in "Payment, Refunds, and Delivery" below -- the Gumroad receipt alone is a payment record, not the assignment instrument; the assignment takes legal effect upon execution of that Bill of Sale, which is generated automatically at the time of purchase and sent to Licensee as described below.

Effect on prior licenses -- read carefully. Purchase of the Full Buyout does not revoke, void, or limit any Non-Exclusive License issued before this purchase. Prior Licensees retain the full rights granted under their original license terms, including continued streaming/distribution up to their agreed cap. Licensor will disclose, upon request before purchase, the number and general nature of any Non-Exclusive Licenses previously sold on this Beat.

Delisting. Upon confirmed payment of a Full Buyout, the Beat is automatically removed from public sale/licensing on the Site -- the Site flags it sold-exclusive as soon as Gumroad notifies the Site of the payment, normally within seconds, and it drops out of the storefront on the very next page load. No manual step is required, and each Full Buyout is listed on Gumroad as a single-unit product so it can only be purchased once. If a processing delay ever allows a conflicting purchase of the same Beat to be completed before delisting takes effect, the earlier-timestamped completed payment controls the Full Buyout, and Licensor will fully refund any later, conflicting purchase.

Producer's retained rights. Unless otherwise agreed in writing, Producer retains the right to: list the Beat in a private portfolio/reel not available for licensing; take production credit; retain a copy for archival purposes.

Plugin / Software EULA

License grant. Licensor grants Licensee a non-exclusive, non-transferable license to install and use the software ("the Software") on up to two (2) devices/machines owned or controlled by Licensee, for the Term stated at purchase.

Permitted use. Use of the Software to create, produce, and distribute commercial and non-commercial audio productions; the audio output created using the Software (e.g., a song rendered using a plugin) is owned entirely by Licensee -- this EULA licenses the tool, not the music made with it.

Restrictions. No reverse engineering, decompiling, or extracting the underlying source code, presets-as-standalone-assets, or sample content for redistribution as a competing product; no resale, sublicensing, or sharing of license keys; no use in a hosted/SaaS product that re-exposes the Software's functionality to third parties without a separate commercial/OEM agreement.

Third-party components. The plugins are built with the JUCE framework (used under its commercial Starter licence) and the Steinberg VST3 SDK (MIT licence), and their installers are built with Inno Setup. The full notices for these components are in the "Third-Party Licences.txt" file included in every plugin download.

Updates & support. Minor bug-fix updates are included at no extra charge for the life of the license; a major version upgrade may be offered as a separately priced update. Support requests can be sent to wheresejofficial@gmail.com, with a typical response time of 3-5 business days.

Termination. This license terminates automatically if Licensee breaches these restrictions; Licensee must then stop use and delete all copies of the Software.

Payment, Refunds, and Delivery

Delivery. Digital files are delivered by Gumroad immediately after a successful payment: the download is on Gumroad's receipt page and in the receipt email Gumroad sends, and it can be reused from there. If you can't access your file, contact wheresejofficial@gmail.com.

Bill of Sale. Upon every completed beat purchase -- Non-Exclusive License or Full Buyout -- the Site automatically generates a Bill of Sale recording the Beat, license tier, price, date, and parties as soon as Gumroad reports the sale, and Licensor retains it as a business record. A copy is emailed automatically to the email address Licensee used at checkout, from wheresejofficial@gmail.com, as soon as the sale is reported (if it doesn't arrive, check spam), and Licensee can request another copy at any time from wheresejofficial@gmail.com. For a Full Buyout, this Bill of Sale is the signed instrument that carries out the copyright assignment described above; Licensee should keep it, since it is Licensee's proof of ownership if Licensee later registers the copyright, licenses the Beat elsewhere, or needs to demonstrate title.

Refunds. Because these are digital goods delivered instantly, all sales are final once files are downloaded or a license key is issued, except: (a) duplicate/erroneous charges, (b) the file is materially defective or fails to match its listing. The full process is set out in the Refund Policy at wheresej-studio.vercel.app/refunds, which forms part of these Terms.

Right of withdrawal (EEA/UK consumers). Licensee expressly requests that delivery of the digital file begin immediately after payment, and acknowledges that by doing so Licensee loses the statutory 14-day right to withdraw from the purchase once the download has begun. This request and acknowledgement are given by ticking the agreement box before checkout.

Upgrading to a Full Buyout. A Licensee who already holds a Non-Exclusive License on a Beat may separately purchase the Full Buyout at its full listed price. The license fee already paid is not credited, deducted, or refunded against the Full Buyout price -- the two are independent purchases. Once the Full Buyout is paid, the Full Buyout terms apply from that purchase date forward, alongside the original Non-Exclusive License, which remains valid as issued.

Taxes. Payments are processed by Gumroad, which acts as the seller of record and calculates, collects, and remits any applicable sales tax or VAT at checkout; the total shown at checkout includes any such tax. Licensor is separately responsible for its own income-tax obligations on the proceeds. Licensee remains responsible for any tax obligation that arises in Licensee's own jurisdiction beyond what is collected at checkout. The version of these Terms in effect at the time of a given purchase governs that purchase.

Payments are processed by Gumroad, which is the seller of record for each transaction; its own terms and receipt apply to the payment itself, and these Terms govern the license you receive. Buying a Beat or Software on Gumroad -- whether from this Site or directly from the Gumroad product page -- is acceptance of these Terms.

IP Ownership and Warranties

Producer's warranty. Licensor warrants that the Beat is an original work created by Licensor, that any third-party samples, loops, or sounds used in its creation were either (a) created by Licensor, (b) licensed under terms that permit this commercial sublicensing, or (c) royalty-free/public domain -- and that Licensor has the right to grant the licenses described in this document.

Indemnification. Licensor agrees to indemnify Licensee against third-party claims arising from Licensor's breach of the above warranty (e.g., an uncleared sample). This does not cover claims arising from Licensee's own additions (vocals, other stems) or Licensee's use outside the granted license scope.

Copyright complaints (DMCA-style process). If a third party claims infringement over a Beat or plugin sold on the Site, Licensor will: (1) review the claim, (2) temporarily suspend the listing pending review if the claim appears valid on its face, (3) notify the affected Licensee(s), (4) restore or permanently remove the listing based on findings. The Site currently sells only Wheresej's own catalog and does not host third-party or user-submitted uploads.

Disclaimer of Warranties; Limitation of Liability

Except for the express warranty above, the Beat, Song components, and Software are provided "as is" and "as available," without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, and non-infringement beyond what is expressly warranted above.

To the maximum extent permitted by law, Licensor's total liability arising out of or relating to a purchase under these Terms -- whether in contract, tort, or otherwise -- will not exceed the amount actually paid by Licensee for that purchase. Licensor is not liable for indirect, incidental, consequential, or lost-profit damages, even if advised of the possibility.

Nothing in this section limits liability that cannot be limited under applicable law (for example, liability for fraud or for a breach of the IP warranty above, to the extent local law prevents limiting it).

Termination and Breach

Grounds. A license under this agreement may be terminated by Licensor if Licensee: exceeds a Stream/Distribution Cap without upgrading after notice; resells, sublicenses, or redistributes the Beat/Software in violation of the restrictions above; falsely claims ownership or authorship of the Beat or Composition.

Cure period. For a curable breach (e.g., a dispute over credit or license scope), Licensor will provide written notice and a seven (7)-day period to cure before termination.

Effect of termination. Upon termination, Licensee must cease all further use, streaming, and distribution of the Song/production containing the Beat, and destroy any local copies of the Beat/Software; existing public uploads must be taken down or muted within fourteen (14) days. Termination does not entitle Licensee to a refund for use already made under the license.

Use of the Website

The Site's design, text, logo, and audio previews are owned by Wheresej and are protected by copyright and trademark law. Beat previews are provided for evaluation only -- downloading, ripping, recording, or reusing a preview without buying a license is not permitted and is not a license to use the Beat.

You agree not to interfere with the Site's operation, attempt to access the admin area or other non-public parts of the Site, scrape the catalogue in bulk, or use the Site for any unlawful purpose.

Prices, availability, and listings may change at any time before purchase. If a listing contains an obvious pricing error, Licensor may cancel the affected order and issue a full refund.

General Provisions

Governing law. This agreement is governed by the laws of the State of Ohio, United States, without regard to conflict-of-law principles. This choice of law does not displace any consumer-protection right that cannot be waived under the mandatory law of Licensee's own country or state of residence.

Dispute resolution. The parties will first try to resolve any dispute informally. If it isn't resolved within 30 days, either party may bring the matter in small-claims or state court located in Ohio.

Force majeure. Licensor is not liable for delay or failure to perform (e.g., delivery delays) caused by events beyond Licensor's reasonable control, including outages of Gumroad, Supabase, or other third-party infrastructure the Site depends on.

Electronic agreement. Licensee agrees that clicking to accept these Terms, completing checkout, and any electronic signature on a Bill of Sale constitute a valid signature and acceptance to the same extent as a handwritten signature, to the fullest extent permitted by applicable e-signature law.

Privacy. Personal information collected at checkout (such as name and email, via Gumroad) is used only to process the order, deliver the file and Bill of Sale, and comply with the recordkeeping described above. See the full Privacy Policy at wheresej-studio.vercel.app/privacy for details.

Assignment. Licensee may not assign this license without Licensor's written consent, except as permitted under the Full Buyout section.

Entire agreement. This document, together with the specific license tier purchased at checkout and the resulting Bill of Sale, is the entire agreement between the parties regarding the Beat/Software and supersedes prior discussions.

Changes to terms. Licensor may update these terms prospectively for future purchases; changes do not retroactively alter rights already granted under a completed purchase.

Contact

Wheresej Studio · Ohio, United States · wheresejofficial@gmail.com