LICENSING AGREEMENT
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PARTIES TO THE AGREEMENT– This is a legal agreement between you (hereinafter known as "Licensor") and Kesseny ltd, (hereinafter known as the “Licensee”) to provide Licensor's recorded content for sale by Licensee as royalty free music.

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RECORDED CONTENT Licensor hereby warrants and represents that Licensor is the sole and exclusive owner and publisher of all rights, including valid copyright, in the sound recordings and the underlying musical compositions (unless the composition is public domain composition) as recorded which will be provided to Licensee by Licensor (hereinafter to be referred to as the "Recorded Content"). At all times Licensor will retain full ownership of their Recorded Content. Licensor agrees to supply 16 bit 44.1khz WAV or AIF formatted copies of the Recorded Content or 16 bit 256kb/s mp3 format for Recorded Content of a duration of 20 minutes or longer. Formats other than this are deemed of a lower quality or formats that can not be marketed and so will not be used.

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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 (such as but not limited to use as background music in commercial buildings, background music in TV shows, commercials, movies, games, multimedia projects & theatrical productions.) on a royalty free basis. This means that you will be paid a fee for the license of your music and waver all additional composition, mechanical and performing royalties for use of the Recorded Content for use by clients of the licensee and also for broadcast or public performance.

Licensing marketing, sales service & operations shall occur via Licensee's web sites & direct to clients as well as via distributors and partners. You will gain a secure access to monitor sales. Licensee may also use the Recorded Content to advertise and promote Licensor's music libraries to attract clients to license yours and other Licensee's Recorded Content.

This agreement is a non-exclusive agreement whereby Licensor retains copyright and is able to license and sell Licensor's music anywhere else, subject to any other agreements are not in conflict with this agreement.

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PRICING - The Licensee runs 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. Therefore prices match market demand & vary in size depending on use.

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COMMISSION PAYMENTS - Licensee shall pay to Licensor 50% of gross licensing revenue earned from Licensing Licensor's Recorded Content to Licensee's clients. Up to 20% additional commission can be earned with an affiliation agreement that is applied for separately at each Licensor web site with an affiliation system in place. An Licensor can earn an ADDITIONAL 5% for a link from their home page for a site with a Google page rank of 0 - 3, 10% for a site with a page rank of 4, 15% for a page rank of 5 and over. Payment to Licensors 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. Licensee is responsible for providing the correct PayPal connected email for payment and keeping this updated at all active online websites mentioned above where they have a live account as notified by Licensee.

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ROYALTY WAVER - Licensor hereby waives:

(i) any mechanical rights fees which might otherwise be payable as the result of any use, including duplication, of all or a part of the Recorded Content by Licensee or by any client in connection with the auditioning & sale of Recorded Content, and

(ii) any performing rights fees 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 Recorded Content to any Licensee client & Licensee and

(iii) any additional compositional rights fees 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 Recorded Content to any Licensee client & Licensee.

Therefore you give the licensee's clients the right, by arrangement with Licensee explicit permission to play your copyrighted Recorded Content subject to payment for that use. In particular, Licensor gives explicit permission for use of Recorded Content within businesses that are within the food services industry, drinking establishments or other establishments that include but not limited to: hotels, motels, retail stores, department stores, retail malls, restaurants, cafes, bars, therapy & spa businesses, waiting rooms, gyms, medical business environments and transportation and travel services such as trains coaches and airplanes.

The royalty fee payable to Licensor by Licensee as a result of licensing Licensor's Recorded Content shall include all compensation due to Licensor which will include all payments due to individual producers, the performers, engineers, and any other persons engaged in connection with the Recorded Content. Licensor hereby waives any right to any other compensation, other than the Licensee earnings. Licensor will be solely responsible for payment of all above stated royalties agreed within any other contracts the Licensor has agreed to previously or in the future and will indemnify Licensor and hold Licensor harmless against any and all losses, damages, costs or claims made by any parties resulting from sale and licensing hereunder.

If Licensor is contracted with a performing rights society for royalty collections, Licensor will need to either waver rights of licensed Recorded Content to Licensee's clients, unregister Recorded Content or not register all Recorded Content submitted to Licensee. Performing rights society terms differ between themselves, and between national collection societies.

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TERM & CANCELLATION OF CONTRACT - This contract is valid for one year from the acceptance of both parties. Licensor will accepted the terms of this contract by ticking the acceptance box below. After one year this contract will continue until either party chooses to give notice to cease the contract. Licensor must contact Licensee via email and provide a 30-day advance notice in the event the contract is to be ceased. Recorded Contents will be removed from all web sites within 30 days and from any ongoing rental agreements within six months of notification. If Licensee requests to cancel this contract within the first year, Licensee reserves the right to deduct a $50 administration fee from any current or future earnings. This administration fee includes but is not limited to the cost of organising licensor's music files at the online stores, formatting for offline distribution, removing licensor's audio files and data from the library & from the online stores. licensee agrees not to charge the Licensor if no earnings have been achieved.

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CONFIDENTIALITY & PRIVACY- All communications between Agent, Licensee and Licensor will be held in strict confidence at all times. Disclosure of any business activities between Licensor and Licensee to an external party by the Licensor will be seen as a breach of contract & if within the frst year, notice of early termination. Licensee will not share Licensor information with any external party (this does not include possible use of Recorded Content in promotional activities for a licensing opportunity in which you may gain earnings from). Licensee will not share customer details with licensor. Licensor will be given earnings details that does not compromise any client's privacy via the administration interface of each online store.

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Licensor indemnifies, and shall hold harmless Licensee 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.

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GENERAL – 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.

--UPDATED 17th December 2011—