Laybell Marketplace & Beat Licensing Terms

1. What These Terms Cover and Who They Bind

These Marketplace & Beat Licensing Terms ("Marketplace Terms") govern the Laybell Shop — the marketplace inside Laybell where users list, sell, lease, and claim digital music goods such as beats, songs, sample packs, presets, and creative services ("Listings"). They apply to every user who opens a shop, publishes a Listing, sends a purchase request or offer, claims a free item, or receives a delivered file.

These Marketplace Terms are the separate written agreement contemplated by Section 7 of the Laybell Terms of Service. They supplement the Terms of Service and the Community Guidelines, which continue to apply. If these Marketplace Terms conflict with the Terms of Service on a marketplace-specific topic, these Marketplace Terms control for that topic; on everything else the Terms of Service control.

PLEASE READ THESE TERMS CAREFULLY. By using the Shop as a buyer or a seller you agree to them. If you do not agree, do not use the Shop.

2. Definitions

• "Seller" — the user who owns a shop and publishes a Listing.
• "Buyer" — the user who leases, purchases, claims, or offers to purchase from a Listing.
• "Work" — the underlying content a Listing offers (for example a beat, song, sample pack, or preset), including the private deliverable file.
• "Lease" — a NON-EXCLUSIVE license to a Work, sold at the Listing's lease price. Many different Buyers can hold Leases to the same Work at the same time. Every Laybell Lease is an UNLIMITED lease: it carries no stream, sales, or monetization caps of any kind (see Section 6).
• "Exclusive Purchase" (shown in the app as "Buy") — the one-time exclusive sale of a Work at the Listing's buy-out price, or at an accepted Offer price. A Work can be exclusively purchased once.
• "Free Claim" — obtaining a Work at no charge from a Listing that offers it free, after meeting any unlock conditions the Seller set (such as following the Seller or liking specific posts).
• "Offer" — a Buyer-proposed buy-out price on a Listing that offers Leases but not an Exclusive Purchase. If the Seller accepts, the Offer completes as an Exclusive Purchase at the offered price.
• "Delivery" — the moment the Seller fulfills an order in the app (or a valid Free Claim completes instantly). Delivery is what unlocks the Buyer's access to the deliverable file and is the moment a license is granted.

3. Laybell Is a Venue, Not a Party

Every sale, lease, claim, and offer is a deal directly between the Buyer and the Seller. Laybell provides the venue: Listings, purchase requests, delivery, file storage and unlocking, and messaging. Laybell is not a party to the transaction, does not take ownership of any Work, does not guarantee any Work's quality, legality, or fitness, and does not guarantee that a Buyer will pay or that a Seller will deliver.

Laybell does not process marketplace payments. Payment is arranged between Buyer and Seller (for example through the payment method they agree on in chat). Keep the whole deal on Laybell: use the in-app request, chat, and delivery flow so there is a record, prefer payment methods with buyer protection, and never pay by gift card or cryptocurrency. Report anything suspicious.

Platform fee. Laybell's platform fee is 15% of the sale price. The fee rate in effect when an order is placed is locked to that order and is not changed retroactively. Displayed tax estimates are added on top of the price for the Buyer's information and never reduce the Seller's earnings figure shown in the app.

4. Opening a Shop; Seller Obligations

• You must be 18 or older to open a shop and sell.
• You must accept the seller agreement when opening your shop; these Marketplace Terms are part of it.
• Only list Works you own or fully control the rights to — including every sample, interpolation, and stem inside them. Publishing a Listing is your representation and warranty that you have every right needed to grant the licenses described in these Terms.
• Your Listing must be accurate: the deliverable file must match what the preview and description promise (subject to ordinary preview tags/watermarks), and the deal types you highlight (Sell, Lease, Free) must reflect what you actually intend to grant.
• Deliver promptly. Respond to purchase requests — deliver or decline — within 7 days. Buyers may cancel a request at any time before Delivery, and stale requests reflect poorly on your shop.
• Honor the exclusivity rules in Section 7 — they are enforced by the platform and by these Terms.

5. How Buying Works

A Listing can offer any combination of deal types, each with its own button and price: Lease, Buy (Exclusive Purchase), and Free. What you tap is what you get — the corresponding license in Sections 6-8.

• Paid orders (Lease, Buy, accepted Offers): you send a request, arrange payment with the Seller, and the Seller delivers in the app. Your file unlocks at Delivery.
• You may cancel your own request any time before Delivery. The Seller may decline a request for any reason before Delivery.
• Free Claims deliver instantly and automatically once the unlock conditions are met — no Seller action is needed.
• Anti-abuse limits apply (for example a cap on purchase requests per day and a maximum listing price). These protect the marketplace and may change.
• Download promptly. Your access to a deliverable can end in the limited situations described in Section 9 (for example a refund). A delivered, non-refunded license continues to cover works you already created with the Work, but the file itself may not remain available forever — save your copy.

6. The Lease (Unlimited Non-Exclusive License)

When a Lease is Delivered and paid for, the Seller grants the Buyer a non-exclusive, worldwide, perpetual, non-transferable license to:

• use the Work to create new works (for example recording vocals over a beat, or using sounds from a pack or preset in your own productions); and
• distribute, stream, perform, publish, and commercially exploit those NEW works you created with it, on and off Laybell.

Unlimited means unlimited

Every Laybell Lease is what the industry commonly calls an "unlimited lease." The license above carries NO usage caps of any kind — no limit on streams, sales, downloads, video views, radio or podcast play, live performances, sync placements, or the money your new work earns. You never owe the Seller an upgrade fee, a renewal, or additional royalties because your work performed well, and a Lease never expires or converts based on how much it is used. (What a Lease still is NOT is exclusive — the restrictions below and the Seller's right to keep selling further Leases remain.)

A Lease does NOT allow the Buyer to:

• resell, re-license, sublicense, give away, or redistribute the Work itself (or the deliverable file), on its own or with only trivial changes;
• claim ownership or authorship of the Work, register the Work (as opposed to your new work) with any rights organization, or enroll the Work itself in fingerprinting/monetization systems such as Content ID in a way that blocks the Seller or other lease holders;
• use the Work in unlawful content or in ways that violate the Community Guidelines.

Credit: unless the Seller agrees otherwise in writing, credit the producer in a customary form (for example "prod. [seller name]") wherever your new work's format reasonably allows credits.

Leases do not expire. The Seller keeps ownership of the Work and may sell further Leases of it until an Exclusive Purchase happens (Section 7). A Lease ends only if the order is refunded (Section 9).

7. The Exclusive Purchase ("Buy")

When an Exclusive Purchase is Delivered and paid for — whether at the Listing's buy-out price or through an accepted Offer — the Seller transfers to the Buyer the Seller's rights in the Work, subject only to the carve-outs below. From that moment:

• The Listing is marked Sold. The platform automatically declines every still-pending request on it, and nothing further can ever be delivered from it — no new Leases, no Free Claims, no second sale.
• The Seller must not sell, lease, license, give away, or otherwise commercially exploit the Work again, on or off Laybell.
• The Buyer may exploit the Work and works made with it without restriction, including exclusively.

Carve-out — existing Leases survive: Leases and Free Claims that were Delivered BEFORE the Exclusive Purchase remain valid under their own terms. An exclusive Buyer takes the Work subject to those previously granted non-exclusive licenses. The listing page shows the sales count, so exclusive Buyers can see whether prior copies exist before buying.

Anything beyond this transfer — for example publishing splits, songwriter credits, or a formal copyright assignment document — is up to Buyer and Seller to agree in writing between themselves.

8. Free Claims and Unlock Conditions

A Seller may offer a Work free, optionally gated on unlock conditions: following the Seller's page and/or liking specific posts (as many as the Seller chooses). Conditions are checked at the moment of the claim; a valid claim delivers instantly.

• A Free Claim grants the same license as a Lease (Section 6) — non-exclusive, for creating and exploiting new works, credit expected, no redistribution of the Work itself.
• Delivery is final: unfollowing or un-liking afterwards does not revoke a completed claim. Gaming the conditions (follow/claim/unfollow loops, fake engagement) is prohibited conduct under Section 10 and may lead to moderation action.
• Free Claims stop, like everything else, once the Listing is exclusively sold or taken down.

9. Refunds, Takedowns, and When Access Ends

Refunds. A Seller may refund a delivered order. A refund reverses the deal on Laybell: the order is marked refunded, the Buyer's download access ends, and the license granted by that order terminates for future use. The Seller is responsible for actually returning any payment received, through the method the parties used. Works the Buyer already created and released in good faith before the refund are not retroactively infringing, but no NEW uses of the Work may begin after the refund.

Takedown protection. A Listing that has delivered purchases cannot simply be removed. The only way to take such a Listing down is the refund-and-remove flow, which refunds every delivered Buyer first. This is enforced by the platform so a paid Buyer can never silently lose their deal while the Seller keeps the money.

Access can end only in limited ways: your order is refunded; the Listing is taken down through refund-and-remove (which refunds you); the content is removed for legal or policy reasons (for example a valid DMCA claim — see the Terms of Service); or an account is deleted. Save local copies of your delivered files.

10. Store Guidelines (Prohibited Conduct)

• No stolen or unlicensed content: do not list Works containing samples, loops, or compositions you have no right to sell. "Type beats" must not contain the referenced artist's actual recordings or compositions.
• No misrepresenting deal types: do not sell as "exclusive" what you have already exclusively sold elsewhere, on or off Laybell, and do not keep exploiting a Work you exclusively sold.
• No bait-and-switch: the delivered file must be the promised Work at the promised quality.
• No fee circumvention: do not use the Shop to advertise deals you then move off Laybell specifically to avoid the platform fee.
• No payment abuse: paying with fraudulent methods, reversing legitimate payments while keeping files, or demanding payment after a Free Claim are all prohibited.
• No engagement gaming of Free-Claim conditions (Section 8).
• No prohibited content: everything in the Terms of Service Acceptable Use Policy and the Community Guidelines applies to Listings, previews, cover art, and descriptions.

Violations can lead to listing removal, shop closure, account suspension or termination, and — where purchases exist — the refund obligations of Section 9. Repeated or serious violations close shops and accounts.

11. Disputes Between Buyers and Sellers

Because Laybell is a venue (Section 3), disputes about payment, delivery quality, or license scope are between Buyer and Seller. Keep your deal on Laybell — the request, chat, and delivery records are your evidence. Laybell may, but is not obligated to, review reported transactions, remove Listings, restrict accounts, or preserve records for legitimate legal process.

Report problems in-app (every listing has a Report option). Nothing in this section limits either party's rights against the other under applicable law, and nothing makes Laybell responsible for the other party's performance.

Any dispute between you and LAYBELL about the Shop is governed by the Terms of Service, including its dispute-resolution, arbitration, governing-law, disclaimer, and limitation-of-liability sections.

12. Changes to These Terms; Contact

We may update these Marketplace Terms as the Shop evolves. The "Last Updated" date above changes when we do, and material changes will be communicated in the app. Changes apply going forward: the terms in effect when an order was Delivered continue to govern that order and its license.

Questions about these Marketplace Terms: contact us through the channels listed in the Terms of Service.