Artist License Agreement
This Agreement is entered into on the ………… day of …………………………… between Whisper Audio Ltd of 6 The Avenue, Northfleet, DA11 0NA, UK [info@whisperaudio.com] ("We/Us") and ………………………………………………………………………………………………………………………………………………………………………
[name of Artist / authorised representative of Group] of …………………………………………………………………………………………………………………………………………………………………………
[address] [e-mail address] ("You").
This Agreement sets out the terms under which You (a composer, musician or other recording artist) will submit original music and sound recordings (Works) to Us, for its re-licensing to the general public through our service.
1. You warrant on behalf of yourself (and if You are a member of a group, on behalf of each member of the group) that:
(i) You own or control and shall continue to own or control any and all rights of every type, including (without limitation) copyright, in the Works and Marks free from any claim of any third party;
(ii) the Works and Marks do not include any material which is defamatory of any party or obscene.
2. You grant to Us a worldwide license during the term of this Agreement to:
(i) Use, reproduce, distribute, display, publicly perform, broadcast and transmit the Works in whole or in part via our Service;
(ii) Make copies of the Works in whole or in part in order to issue, rent, sell, license or lend those copies to the public;
(iii) Make adaptations of the Works and do any of the above in relation to such adaptations only insofar as such adaptation is necessary for technical purposes to change the format of the Works to meet different data standards including (without limitation) from digital format to MP3 format;
(iv) Use, reproduce and display any trade marks, service marks, trade names and likenesses relating to You and where appropriate Your group ("Marks") in connection with the Service and the Works and for the purposes of any promotion, marketing or merchandising of the same.
(v) Copyright a production that contains other media (including but not limited to voice-overs and animations) synchronized with the Works.
(vi) For the avoidance of doubt, we agree that the copyright in any original material composed or performed by You will remain with you but you will grant us license to use the same in connection with this agreement for so long as the same shall subsist."
3. We acknowledge that such right and permission granted through this license has been granted to Whisper Audio on a non-exclusive basis for the duration of this agreement.
4. We will make the Works available to the public via the Internet (including through our web site at http://www.whisperaudio.com – the “Site”) and will, on your behalf, sell licenses to third parties to use the Works in various media including (but not limited to) the internet, television, radio and other cable and broadcast media ("the Service"). We will decide at our sole discretion, which of your submitted Works to make available for public licensing (“Activate”) this way.
5. We shall specify the Price at which the Works are licensed by Us on the Site. Prices of different licenses may vary according to genre / classification of Works / end-use. At the sole discretion of Whisper Audio, the Price is subject to change without advance notice.
6. We will deduct from the proceeds of each sale an Administrative Fee, reflecting the costs related to the provision of the Service. The net proceeds of each sale after the Administrative Fee has been deducted shall be known as the “Revenue”. Whisper Audio agrees to pay you 50% of the Revenue (the “Artist Rate”). The current Artist Rate can be viewed in more detail at http://www.whisperaudio.com/en/artist_rate.php. Whisper Audio reserves the right to change the Artist Rate at any time and without prior notice.
Whisper Audio agrees to pay You your entire Accumulated Royalties within 30 days of the first day of each of February, May, August and November if the accumulated Revenue on the first day of that month exceeds a value of US$50 (Fifty US Dollars). Otherwise We will retain Accumulated Royalties and carry forward the balance to the succeeding quarter. We will pay to You any balance due upon termination of this Agreement within 30 days of such termination.
Whisper Audio make available an Artist members area, in which You can track your audio files’ performance and
All payments from Us to You will be made by Paypal to the Paypal account specified by You below:
Paypal Account ID: ____________________________________
7. At any time, for any reason, you may suspend already-submitted and Active Works from the Service. Such Works will be suspended from the Service (“De-Activated”) within 30 days.
Whisper Audio does not and cannot guarantee to review the whole of any Work uploaded to the Service. Therefore We are not responsible for the content, quality, or consequences of your submitting such Works. Whisper Audio reserves the right to suspend, edit or refuse to accept any Works that it may judge, in its sole discretion, violates or may violate this Agreement, the intellectual or proprietary rights of others, any of its policies or is otherwise unacceptable in its sole discretion, and you hereby agree to forfeit any fees payable in respect of such Works to Whisper Audio. Whisper Audio has the right but not the obligation to edit or correct any errors or omissions in any Works, as it may determine in its sole discretion.
8. You acknowledge that the Works you provide under this Agreement may be licensed by members, their purchase governed by the terms of the Audio License Agreement. Whisper Audio cannot take responsibility for the compliance by purchasers and licensees of the terms of such agreements, and you accept and agree that there is a possibility that Works may be used in a fashion that is not contemplated either in this Agreement or in the Audio License Agreement. You also agree that notwithstanding any rights you may have to pursue the licensees of such Content at law, Whisper Audio shall have no liability to you or any person claiming through you for any breach by a licensee of the terms of any agreement respecting Works. Whisper Audio may attempt to assist in the protection of your intellectual property rights, at your request and expense.
9. We shall be entitled temporarily to suspend the Service for any reason including (without limitation) maintenance of the web site through which the Service is provided.
10. We undertake not to disclose, without your prior written permission, any information relating to You, which we have acquired while providing the Service and which is not already in the public domain.
11. You agree to treat as confidential and not disclose to any third party without our prior written permission any programmes, methods, procedures, data and techniques used by us.
12. You will act at all times as independent contractor(s) and shall not be deemed to be employee(s) of Whisper Audio for any purpose.
13. We may terminate this Agreement at any time. In the event of such termination We will notify you of the date at which We cease to license your Works through the Service and will pay to You the balance of accumulated Royalties in accordance with clause 6.
14. You may terminate this Agreement by giving Us 30 working days' notice in writing sent by registered post to Our address or by e-mail to Our e-mail address. Upon receipt of such notice We will notify you of the date at which We cease to offer your Works for sale and will pay to You any balance of accumulated Revenue in accordance with clause 6.
15. We may assign or sub-contract all of our rights and obligations under this Agreement. This does not affect your rights of termination under clause 15 of this Agreement and we shall remain primarily liable to You for our obligations to You contained in this Agreement until such assignee enters into a direct covenant with You in respect of such obligations.
16. We shall not be liable for:
(i) any delay in respect of uploading, upgrading, price changes, or payment;
(ii) any economic losses including (without limitation) loss of revenues, loss of profits, loss of contracts, loss of business or loss of anticipated savings) arising out of or in connection with this Agreement in tort, contract, negligence, copyright or otherwise;
(iii) any loss of goodwill or reputation;
(iv) any loss or damage including (without limitation) indirect, or consequential loss.
17. You agree to indemnify Us in respect of any loss we suffer including (without limitation) our reasonable legal fees, arising from your breach of the warranties and obligations contained in this Agreement.
18. We will not offer terms more favourable than those contained in this Agreement to any other Artist or Group unless such terms are also offered to You.
19. We may seek your consent to use Your name, individual testimonials or case histories in literature describing our services. You agree not unreasonably to withhold such consent.
20. Neither party shall be liable in respect of any breach of this Agreement caused by force majeur, including but not limited to acts of God, terrorism or any dispute, fire, accident, civil commotion, government action, failure of power supply, network failure, lock out, strike, or by the default or failure of subcontractor or supplier.
21. Nothing in this Agreement shall seek to limit or exclude our liability for payment to You in accordance with the terms of this Agreement.
22. THE SITE, INCLUDING ANY CONTENT CONTAINED THEREIN, IS PROVIDED BY WHISPER AUDIO “AS IS” WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. WHISPER AUDIO DOES NOT REPRESENT OR WARRANT THAT THE SITE OR THE CONTENT WILL BE MADE AVAILABLE FOR SALE OR LICENSE OR THAT THEIR USE WILL BE UNINTERRUPTED OR ERROR FREE.
WHISPER AUDIO DOES NOT REPRESENT OR WARRANT THAT THE SITE OR ANY CONTENT AVAILABLE FOR DOWNLOADING THROUGH THE SITE WILL BE FREE OF VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES.
23. This Agreement shall constitute the entire agreement between us and no variation of this Agreement shall be effective unless in writing and signed by both parties.
24. This Agreement shall be governed by and construed in accordance with English law and any disputes arising out of or connected with it or its subject matter shall be subject to the exclusive jurisdiction of the courts of England and Wales.
IN WITNESS HEREOF, THE PARTIES HAVE SIGNED AS OF THE DATE FIRST HEREINABOVE MENTIONED.
For WHISPER AUDIO LTD
_______________________
Simon Luckhurst
For ……………………………………..
_______________________
(Print name)
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