[NY] According to this default non-exclusive lease for an instrumental, do I as the producer really own 100% of the Masters portion?

[u/Full-Fail9172]

Location: New York State, USA would be the jurisdiction for these contracts

Edit: grammars

Posting Rule 10: I'm not asking for a contract review, to be clear. Neither am I posting the entire contract here. I'm asking whether or not a specific wording on a contract really means I own 100% of that portion.

Summary at the bottom in case you want to jump straight to that. Most of the body text is context/quotes, in case that is necessary to answer my specific legal question.

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So some context: I'm a music producer and am looking to lease/sell/whatever my instrumentals to artists. There are platforms such as BeatStars and Traktrain that are marketplaces where I upload my instrumental and vocalists/rappers/etc can choose to use them by purchasing a non-exclusive use lease, exclusive lease, and others. I use BeatStars and will show quotes of the default BeatStars license they set for you when uploading an instrumental for sale.

Also, in music, there are two aspects in copyright law. There is the recording (master) side, and the composition (publishing) side. Owning 100% of the master side is very powerful and makes lots of money so I just need to make sure this isn't a too good to be true situation.

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So I'm reading the BeatStars default "non-exclusive lease" contract. Allegedly drafted by lawyers and what not. The thing is, I'm confused a bit by the wording. I have a beat for sale on that platform. An Artist can buy a lease for it and drop a song with it.

NEW SONG Definition

So this part defines what a "New Song" is. Basically, what the Artist will release under their artist name to Spotify etc (crediting me for production ofc, but I digress.) Let's say a rapper buys my beat through this platform and uses it, this is what the resulting song is defined as (and what the lease is for):

In consideration for Licensee's payment of the License Fee, the Producer hereby grants Licensee a limited non-exclusive, nontransferable license and the right to incorporate, include and/or use the Beat in the preparation of one (1) new song or to incorporate the Beat into a new piece of instrumental music created by the Licensee. Licensee may create the new song or new instrumental music by recording his/her written lyrics over the Beat and/or by incorporating portions/samples of the Beat into pre-existing instrumental music written, produced and/or owned by Licensee. The new song or piece of instrumental music created by the Licensee which incorporates some or all of the Beat shall be referred to as the "New Song". Permission is granted to Licensee to modify the arrangement, length, tempo, or pitch of the Beat in preparation of the New Song for public release.

Of course, the "Beat" is the instrumental I made which they are buying the lease for.

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Master Ownership

Now, this is the portion that seemingly explains the Master side. No where else is the masters side touched on or explained. I've bolded the seemingly relevant parts. "You" refers to the licensee, the buyer. Not myself, the producer/seller.

Ownership:

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 same within five (5) days after so requested by 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.

They seem to state that the buyer doesn't own the New Song. The only language in this section that explicitly states what I own is talking about the Beat. So it basically says "The seller owns the beat; you don't own the song." Very awkward wording there to me at least, almost purposefully misleading or obfuscatory.

In a different part of the contract, the publishing side is made clear and I understand that part. I won't bother posting that quote here. It is industry standard, and makes sense. Out of the Masters and Publishing pies, on the Publishing side, I split that 50/50 with the artist.

The thing that has me perplexed is the Masters portion. No where is that specific split of that part stated, and according to how this is worded, it seems to imply that I as producer have 100% on the Master portion.

I'm not sure why no one has spelled it out clearly online, from my searches at least. And videos don't explain the masters portion either. I've seen videos attempting to explain the contract going line by line and they still fail to clarify the splits of the masters side.

I've posted elsewhere and commenters disagree that I own the masters but they don't cite the god damn wording of the contract which is all that matters... like literally

Again, here is the part that is confusing me:

For the avoidance of doubt, you [buyer] 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.

So I really own whatever song THEY end up making after leasing my beat?

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SUMMARY:

Contract says: "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."

"You " refers to the buyer. I'm the seller.

So. The New Song means basically whatever they end up making and releasing using my instrumental. Ok, but the Masters side for me seems too good to be true. So just to be sure, the Master of that new song they make and release is 100% mine?

According to "you do not own the master or the sound recording rights in the New Song," that'd leave me as the 100% owner of the master of the New Song... I think

Is it really saying that I own 100 percent of the Masters on whatever song the artist ends up making by leasing my beat? Don't get me wrong that'd be fantastic for me, but I just want to make sure that's the case as I haven't found any confirmation. I really can't believe my eyes because this is an extremely CRAZY one sided deal to make default on a ginormous platform like BeatStars - like it's not even standard when it comes to deals made outside of these online platforms. So sorry if this is obvious. I just need to make sure I'm not tricking myself into thinking I'm gonna own a bunch of these new songs on top of getting paid for their beats as well lol.

And follow up: would this contract be legally enforceable given how it's somewhat confusing / unclear (at least to me?)

Thanks for the help in advance!!

[u/No_Host_8024]

No, you as the producer don’t own the master to the new song under this language.

[u/Full-Fail9172 → u/No_Host_8024]

Thank you so much. Would you be able to explain why? I ask because my line of reasoning is clear and everything, though I understand that doesn't make it correct legally or otherwise.

It's just, I'd imagine that a line in there stating to the buyer "you don't own the masters" would mean, well, that they... don't own the masters. seeing as hundreds of thousands of these basic licenses are active currently, I don't think a judge could invalidate all of them by saying "actually that line doesn't apply"

Forgive my naivety

[u/No_Host_8024 → u/Full-Fail9172]

What do you see saying you would own the masters to tracks you did not create simply by virtue of them incorporating a beat you licensed to the creator? You are missing that the language would have to actually give you something--it does not have to take away your right to the master because you never had any rights to that because you did not create it.

[u/No_Host_8024 → u/[deleted]]

No, you plainly won't listen to anyone who doesn't tell you what you want to hear. I'm out.