Artist Licensing Agreement

This agreement to follow provides the contract between Kesseny ltd (trading as Ambient Music Garden, Electronic Music Library, Background Music Library and Relaxation Music Garden). You may have entered into this agreement via one of these sites, however this agreement covers all Kesseny sales marketing and sales websites.

Parties to Agreement – This is a legal agreement between you (hereinafter known as "Licensor") and Kesseny ltd, (trading as Electronic Music Library, Ambient Music Garden, Background Music Library and any other site run by Kesseny ltd notifed and agreed with the licensor in advance) to provide Licensor's audio content for sale at Electronic-Music-Library.com, AmbientMusicGarden.com, Background-Music-Library.com & any other Kesseny ltd site as royalty free music.

Recorded Songs – You, the Licensor hereby warrant and represent that you are the sole and exclusive owner and publisher of all rights, including valid copyright, in the sound recordings and, if applicable, the underlying musical compositions as recorded which will be provided to Licensee by Licensor (hereinafter to be referred to as the "Recorded Content"), or that you fully control the publishing of the Recorded Content and are authorized by the copyright holder(s) to publish the Recorded Content at Kesseny Ltd for re-licensing by clients of Licensee. At all times Licensor will retain full ownership of their Recorded Content.

Grant Of Rights - Licensor grants to Licensee the non-exclusive and non-assignable right to represent and sub-license on a worldwide basis the Recorded Content for inclusion in Licensee's client’s commercial and non-commercial projects (TV shows, commercials, movies, games, multimedia projects, theatrical productions, etc.) as backing tracks or feature tracks, as well as optionally the right to sub-license the Recorded Content to clients for background music in commercial environments on a royalty free basis. This means that you will be paid a fee for the license of your music and will gain no additional royalties for use or for broadcast or public playing of your work unless in the case of any music specifically marketed at Electronic-Music-Library.com, you specify a performing royalty association that any pieces are registered with in advance. In the case of music registered with performing right societies Kesseny Ltd will in due course register with your performing rights society and take the publishers royalties due for any use publically or for broadcast of music that has been specifically licensed via Kesseny ltd (i.e. we have no interest in any licensing agreements you have that result in royalties for use elsewhere).

Licensing operations shall occur via Kesseny ltd web sites for which you will gain a secure access to monitor sales. Licensee may also use the Recorded Content to advertise and promote Kesseny Ltd sites to attract clients to license your Recorded Content. This agreement shall cover all Recorded Content provided by the Licensor which is uploaded by Licensor or by Licensee staff members and enabled for sale on Kesseny websites This agreement is a non-exclusive agreement whereby you retain your copyright and are able to license and sell your music anywhere else.

Pricing - Kesseny ltd run a fixed pricing strategy based on competitive analysis of the market and demand for different types of music (e.g. genre, length and quality) within different markets and for different licensing uses.

Commissions Payments - Licensee shall pay to Licensor 50% of gross licensing revenue attributable to the licensing by clients of Licensee of the Recorded Content. Up to 20% additional commission can be earned with an affiliation agreement that is applied for separately at each Kesseny website with an affiliation system in place. An artist can earn an ADDITIONAL 5% for a link from their home page for a site with a page rank of 0 - 2, 10% for a site with a page rank of 3, 15% for a page rank of 4 and 20% for a page rank of 5 or over. Payment to artists is via Paypal and quarterly in arrears. Payment will be made to a single representative who will take responsibility to transfer any share of the earnings to any other party.

Royalty Free - Licensor hereby waives (i) any mechanical license fee which might otherwise be payable as the result of any use, including duplication, of all or a part of the Masters by Kesseny or by any User in connection with the auditioning & sale of Masters, and (ii) any performing rights fee which might otherwise be payable as the result of any electronic transfer, transmission or other performance or distribution in connection with an audition, sale or use of all or a part of the Masters to any User & Kesseny.

The royalty fee payable to Artist shall include all compensation due to Artist which will include all payments due to individual producers, the performers, engineers, and any other persons engaged in connection with the Work. Artist hereby waives any right to any other compensation, other than the Royalty Fee earnings where applicable and explicitly stated in the agreement for each track submitted. Artist will be solely responsible for payment of all above stated royalties and will indemnify Kesseny and hold Kesseny harmless against any and all losses, damages, costs or claims made by any parties resulting from Electronic Distributions hereunder. Kesseny can not be held responsible for clients not reporting usage and thus reducing the total earnings per license agreement. Kesseny limited will remind and encourage clients where reasonable and practical.

Disabling Tracks - Individual tracks may be disabled for sale by Licensor at any time should Licensor wish to enter into an exclusive agreement for a track with some third party. Licensor must contact Licensee via email and provide a 15-day advance notice in the event one or more tracks is to be disabled. Tracks will be removed from all websites within a reasonable timescale. Tracks will be removed from all submissions to clients and ongoing contracts at the time of renewal or earlier subject to available replacements.

Confidentiality - All communications between Licensee (and any staff members at Licensee) and Licensor will be held in strict confidence at all times. You recognize that any breach or disclosure of confidential information to unauthorized parties will result in irreparable injury to Licensee and that monetary damages alone will be an inadequate remedy in such case, and receiver therefore agrees that Licensee may, if it so elects, institute and prosecute proceedings in any court of competent jurisdiction, either in law or in equity, to obtain damages for any breach of this agreement, or to enforce the specific performance of this agreement by you, or to restrain or enjoin you or any person associated with you from all activities in violation of this agreement. Licensee shall be entitled to recover any and all costs and expenses, including, without limitation, reasonable attorney’s fees in enforcing this agreement and the provisions of this agreement against receiver.

Licensor indemnifies, and shall hold harmless Licensee and Kesseny ltd. from all loss, damage and expense (including reasonable attorney’s fees) arising out of or connected with any claim by a third party which is inconsistent with any of Licensor’s warranties in this agreement, or by reason of any adjudication invalidating the Licensor’s copyrights in the Recorded Content which results in a final, adverse, non-appealable judgement or a settlement entered into with Licensor’s consent.

General – The term of this agreement is one year, and will automatically renew for each year unless either party wishes to discontinue and notifies the other party in writing via email with a 30-day notice. For purposes of clarification, either party may terminate this license Agreement at any time subject only to the 30-day notice provision as set forth in this Agreement. This Agreement is non-assignable and shall be binding upon the heirs, successors and legal representatives of each of the parties hereto. This License Agreement is made in the United Kingdom, and shall be governed by and construed in accordance with the laws of the United Kingdom. Any cause of action of customer or its designated users with respect to this agreement must be instituted within one year after the claim or cause of action has arisen or further action is barred. This agreement represents the full and complete understanding between the parties. If any clause of this agreement is held to be invalid, the agreement continues in effect with all other clauses in effect.