Amazing World Music - EXCLUSIVE LICENSING AGREEMENT
This is a legal agreement that outlines the working relationship between: Amazing World Music publishing ("Publisher") And you as the "Composer" who: a) having read and understood this agreement b) Confirmed by checking the agree button on our Composer sign-up page Will be granting to the Publisher the following rights laid out below:
1. Grant of Rights: Composer grants Publisher the following rights:
(a) Upon Composer uploading a digital audio file exclusively to Amazing World Music, Composer grants exclusive, perpetual and unlimited right, license, privilege and authority throughout the entire universe to perform the Composition(s) publicly for profit or otherwise by means of public or private performance, radio broadcasting, television, facsimile or any and all other means, whether now known or unknown. Composer will be entitled to receive the so-called "Composer's share of public performance income" and Publisher will be entitled to receive the so-called "Publisher's share of public performance income" payable in each case by any performance rights societies throughout the world; provided however, that notwithstanding the foregoing, Publisher shall have the express right to grant a direct license(s) of so-called public performance rights, including the Composer's and Publisher's share ("Direct License(s)"). In the event Publisher collects a separate fee for granting a Direct License ("Direct License Fee(s)"), Publisher shall pay Composer fifty percent (50%) of such Direct License Fee ("Composer's Fee(s)").
(b) The exclusive, perpetual and unlimited right, license, privilege and authority throughout the entire universe to secure copyright registration and protection of the Composition(s) at Publisher's own cost and expense and at Publisher's election, including any and all renewals and extensions of copyright, and to have and to hold said copyrights and all rights of every nature whatsoever thereunder existing for and during the full terms of all said copyrights and all renewals and extensions thereof;
(c) The exclusive, perpetual and unlimited right, license, privilege and authority throughout the entire universe to make or cause to be made master records, transcriptions, compact discs, tape recordings, sound tracks, pressings and any other mechanical, electrical, digital or or other reproductions of the Composition(s) in whole or in part in such form or manner and as frequently as Publisher in its sole and uncontrolled discretion shall determine, including the right to synchronize the same with any number of sound motion picture and television programs and the right to manufacture, advertise, license or sell such reproductions for any and all purposes including, but not limited to, private performances and public performances by broadcasting, television, sound motion pictures, live radio, video cassette, video disc, internet, streaming and any and all other means and devices whether now known or unknown.
(d) The exclusive, perpetual and unlimited right, license, privilege and authority throughout the entire universe to print, publish and sell sheet music, orchestrations and arrangements of the Composition(s) in all forms including, but not limited to, the right to include the Composition(s) in song folios or lyric magazines with or without music and the right to license others to include the Composition(s) in song folios or lyric magazines with or without music, and whether or not in combination with other musical compositions; and
(e) Any and all other rights of every and any nature whatsoever throughout the entire universe whether now or hereafter existing under and by virtue of any common law rights and/or any copyrights in the Composition(s), or any portion of the Composition(s).
2. Composer agrees that the Publisher will have the exclusive right to deliver all songs uploaded, curated and made available to the public, now or in the future, to Soundmouse, for fingerprinting and usage tracking services.
3. Composer agrees that they will not give permission to any other music library or Publisher to send the same songs for use to Soundmouse, nor will the Composer send them independently to Soundmouse. *It is understood that Publisher will be the only provider of said songs to soundmouse.
4. Royalty and payment shares:
a) Publisher agrees to pay Composer 50% of the licensing fees ("sync fees") received by Publisher. All payments due to Composer hereunder shall be made to Composer within thirty (90) days of receipt of fees by Publisher (except performance royalties, which will be paid directly to Composer from their performance rights organization).
b) Composer also grants Publisher the exclusive right to collect 100% of the Publisher's share of performance royalties (50% of total performance royalties). Composer will retain 100% of the Composer's share of performance royalties (50% of total performance royalties).
4. Term; Territory: Publisher has the right to represent the Masters and Publishing worldwide. This agreement shall last in perpetuity.
5. Sub publishing:
a) The Composer agrees to allow Publisher to sub-publish any compositions already uploaded and curated, to other Publishers and music libraries worldwide.
b) Any synch-mechanical and performance royalties generated through sub-Publishers, will be shared as above, with the Composer receiving 100% of Composer (writer's) share directly through their own PRO.
6. Artwork sent by the Composer and received by Publisher, with the intention to be used for any marketing purposes, Publisher has the right to modify, and edit, such as adding text or the Publisher logo.
7. Right to Edit Masters: Composer agrees to allow Publisher or any third party authorized by Publisher the right to edit, loop, enhance and/or modify any licensed Masters, but only in a way that doesn't drastically change the overall characteristic of the music, without consulting Composer. Composer also agrees that any third party may use less than an entire Master without Composer's written or verbal permission.
8. Warranties and Representations of Composer: Composer, and each member of Composer, and each signatory hereto, warrants and represents that they are under no disability, restriction or prohibition, whether contractual or otherwise, with respect to their right to enter into this Agreement.
9. Indemnity: Composer accepts full legal responsibility should any dispute or lawsuit arise from the misrepresentation of Composer's songs in this Agreement. Composer will, at all times, indemnify and hold harmless Publisher for any and all claims, damages, liabilities, costs and expenses arising out of any alleged breach or breach by Composer or any warranty, representation or agreement, expressed or implied, made by Composer herein which results in a final non-appealable judgment by a court, of competent jurisdiction or is settled with Composers' prior written consent. Composer will reimburse Publisher and/or third party on demand for any payment made at any time in respect of which Publisher or third party is entitled to be indemnified. Without limiting any of its other rights or remedies, upon the making or filing of any claim, action or demand arising out of any such alleged breach or breach by Composer, Publisher shall be entitled to withhold from any amounts payable under this Agreement such amounts as are reasonably related to the amount of the action, claim or demand plus estimated counsel fees and costs pending the final disposition of such action, claim or demand. Any claim made against the Masters and publishing copyrights warranted by the Composer.
10. Notices: All notices shall be made to Publisher within 60 days.
11. Governing Law: This Agreement shall be deemed entered into, throughout ALL territories worldwide and the validity, interpretation and legal effect of this Agreement shall be governed by the laws of such, should any situation arise out of the interpretation, performance or breach of this Agreement.
12. Assignment: Publisher shall have the right to assign, license, delegate or otherwise transfer this Agreement in whole or in part, and any or all of Publisher's rights, obligations or privileges hereunder, to any person, firm, or other entity, and this Agreement and any or all of said rights and/or obligations may in turn be transferred by any such assignee, licensee, delegate or transferee. Composer acknowledges that the services to be rendered and furnished by Composer hereunder are of the essence of this Agreement and that neither this Agreement nor any of Composer's rights or obligations hereunder may be assigned, delegated or otherwise transferred to any person, firm or other entity.
13. If the foregoing correctly sets forth your understanding of our agreement with respect to the subject matter hereof, by visiting our Composer sign up page and: a) Entering all your personal information b) Accepting the terms laid out above by checking the "I agree" button d) You are hereby agreeing to this agreement.
