MUSIC LICENSE AGREEMENT

The OWNER automatically enters into a digitally signed agreement as per date of content submission. Signatory to this agreement is implied by the submission of content for the purpose of contesting on the App.                     

                                                  MUSIC LICENSE AGREEMENT

This Music License Agreement is made and effective this -----upload date applies-----

BETWEEN

………Contest content uploader………………..of ………………………………As provided in profile registration……………………..hereinafter referred to as “THEOWNER “where the context so admit include the manager, producer, assignee,  Artist, legal representative etc of the one part.

AND

Swype Global Ltd A Corporation organized and existing under the laws of England and Wales with its head office at International House 776-778 Barking Road, Barking London E13 9PJ hereinafter referred as “The Licensee “ where the context so admit include its subsidiaries, assignees and successor-in-title of the other part.

WHEREAS, the Owner is the holder of the copyright to certain musical compositions identified herein and the Licensee is the creator and owner of www.swypeglobal.com, myswypatune.com and app software Swypatune (collectively and variously referred to in here as web site, websites, apps and digital outlets).on the world wide web who wishes integrate the musical composition of the Owner into the said website.

RECITALS

•           Owner represents and warrants to the Licensee that it is the sole and exclusive owner of   certain musical compositions which are described in Exhibit “A” attached hereto and made a part hereof (hereinafter to as the “Compositions”).
•           Owner represents and warrants that it has registered and obtained certificate from the Nigerian Copyright Office with respect to the Compositions and that the registration number are applicable to such compositions are as set forth in Exhibit “A”.
•           Licensee maintains a site accessible through the world wide digital presence which site is located at www.swypeglobal.com, myswypatune.com and app software Swypatune (collectively and variously referred to in here as web site, websites, apps and digital outlets).
•           Licensee wishes to obtain a license to use the compositions in connections with its digital outlets and Owner wishes to grant Licensee such a license subject to the terms and conditions set forth in this Agreement.
•           Owner represents and warrants that it has full and unrestricted authority to enter into this Agreement and to grant the Licensee the license to use the composition as set forth in this agreement.

NOW, THEREFORE, In consideration of the promises and agreement set forth herein, that if the Owner composition is voted as number one, the Owner shall be entitled to the sum specified for the winner prize in the relevant contest; the parties each intending to be legally bound hereby agree as  follows :

1. GRANT OF LICENSE

• The Owner hereby grants to the Licensee, the non -exclusive rights and license to use the compositions or any portion of the compositions, as the Licensee shall fit, in connection with the Licensee ‘s digital outlets
• The license granted hereunder shall be a non-exclusive, worldwide, royalty free right to use the compositions  subject to terms and conditions set forth herein.
• The license granted herein shall be limited to the right to integrate the compositions into the website of the Licensee. Licensee shall have no right to offer the composition for sale or otherwise distribute, publish, grant any sub-licenses, sell, rent, convey, offer for download or otherwise exploit the compositions. Licensee shall not be permitted to create any derivative works based upon the compositions.
• It is acknowledged and agreed upon by the owner that users who access the Licensee’s websites and apps will be permitted to hear the compositions upon accessing Licensee’s website and that such access by users shall be permitted pursuant to the terms hereof. It is further acknowledged by the owner that the Licensee cannot prevent users from violating the copyrights and other proprietary rights of the owner and the licensee is not responsible for the infringing acts of users. Owner holds Licensee harmless from and against any acts of the users that may infringe upon the rights of the owner, including but not limited to actions based upon contributory infringements or any theory based upon the licensee providing users with means and facilities through which, copyright or other proprietary rights infringement may take place.
• The license granted herein includes right to adapt the compositions to an appropriate file format for access through the world wide web, including WAV files, mp3 format or any other format which permit integration into the Licensee’s website and access to the compositions over the World Wide web.
• Owner hereby grants to the Licensee the right to use the name of the owner, composer and artist involved in the compositions in connection with its website. Owner represent and warrants that it has the full rights and permission to grant such licenses and permission from all such individuals.

 

2. COMPENSATION FOR LICENSE

• The compensation for grant of this license is the sum of contest prize for the respective contest to be paid to the Owner upon the Owners compositions receiving the most votes by users of the Application as the number one in the series of the contest.
• The Owner before uploading his or her composition may pay a contest fee as specified for the respective contest series and publicly announced prior to registration by Licensee.
• The Licensee shall be entitled for future production royalty for promotional value that the owner’s composition will receive over the period it is in the contest. As shall be calculated on a series by series basis as follows :
• Composition that is on the software for the first one week
• Composition that is on the software for the first two weeks
• Composition that is on the software for the first three weeks
• Composition that is on the software to the end of the competition

 

3. TERMS OF LICENSE

• The License Agreement shall be effective upon execution by both parties. Execution shall be deemed to be upon uploading content on the app for the purpose of competing in a contest
• The License granted hereunder to use the compositions within the scope and terms set forth herein shall be perpetual but may be terminated by the owner upon breach hereof by the Licensee by 30 (Thirty) days written notice of intention to terminate the Agreement.

 

Notwithstanding anything contained in this Agreement, where any party (the Defaulting Party) commits a breach of the any provision of this Agreement, (the Aggrieved Party) shall be given 14 (Fourteen) days to remedy the breach.

 

4. REPRESENTATIONS AND WARRANTIES

Owner makes the following representations and warranties to the Licensee, which representations and warranties shall apply during the term of this Agreement and shall continue to apply following the termination of this Agreement.

• Owner shall indemnify and hold the Licensee harmless from and against matters that arise relating to the representations and warranties of the Owner made herein.
• Licensor (the Owner) is the sole and exclusive owner of the compositions and copyrights and other proprietary rights contained therein
• The Compositions do not infringe upon or violate the copyrights, trademarks, patents, or other proprietary rights of any other party.
• Owner has the unrestricted right and power to enter into this Agreement and to grant license of the compositions to the Licensee as provided herein.
• There are no other agreements, court orders or provision of any law or administrative rule that interfere with the owner’s right to license the compositions hereunder.
• Owner has obtained all necessary consents, permissions, licenses and other documents from recording companies, composers, musicians, musician unions, or other labour unions, copyrights owner and others with any interest in the composition or who performed on the compositions , at Owner’s sole cost and expenses and will indemnify and hold Licensee harmless from and against any all claims, suits, threats, demands, actions and causes brought directly or indirectly by any of these parties.

 

5. COPYRIGHT NOTICE/RETAINED RIGHTS

• Licensee shall place on its website credits to the songwriter and artists performing in the compositions.
• Owner shall retain the copyright to the compositions and all rights, title and interest in and to the compositions, including the right to publish, distribute, publicly perform, modify, enhance, change and improve, and all other exclusive rights of the copyright owner, except only for the right of license granted to the Licensee hereunder.
• The Licensee hereby agrees to and acknowledges the retained rights owner and holder of a copy. Licensee agrees that it shall not challenge or dispute any owner’s exclusive rights or right, title and interest in and to the compositions or the copyright thereof.
• Owner shall have the sole right to pursue any party that infringes upon the owner’s copyright or other proprietary rights in and to the compositions and shall bear all expenses of prosecuting such infringement actions against third parties.

 

6. RESPONSIBILITY FOR WEBSITE

Licensee shall be solely responsible for the content of its Website and for ensuring compliance of such site with applicable laws. Licensee shall hold owner harmless from and against any and all claims related to the content of licensee’s website.

 

7. MISCELLANEOUS PROVISIONS

Notices

Any notification or communication required by or contemplated under the terms of this Agreement shall be in writing and shall be deemed to be delivered if transmitted via Email at the Email addresseslisted below.

If to owner as provided at registration
• If to Licensee as provided within the contact details section in app and web pages

8. Governing Laws and Dispute Resolution

• This Agreement and any dispute or claim (including non-contractual agreement) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales
• The Parties shall do all within their effort to settle any dispute arising between them amicably within fifteen (15) days of written notification of any dispute by the affected party.
• Where parties are unable to amicably resolve their dispute, such dispute, controversy or claim arising out of or relating to or in connection with this Agreement, or the breach, termination or validity hereof shall be settled by a sole arbitrator in accordance with the Arbitration Act for the time being in force at the time such arbitration is commenced (the “Arbitration Act”).
• Parties shall jointly appoint the sole arbitrator who is a registered member of the Chartered Institute of Arbitrators (UK) within thirty (30) days of the receipt by a party at the other party’s request to initiate arbitration. Where the Parties are unable to appoint their arbitrator within the prescribed time, the decision shall be made by Chartered Institute of Arbitrators, United Kingdom.
• The place of the arbitration shall be United Kingdom. The language of arbitration and award shall be English.
• This does not oust the right of any party to seek relief at a court of competent jurisdiction and that the Court of England and Wales shall exercise jurisdiction over any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.

Amendment

This Agreement may be exchanged, modified or amended only in a written agreement that is duly executed by authorized representatives of the parties. 

Severability

 if any provisions hereof is deemed to be illegal or unenforceable by a court of competent jurisdiction the enforceability or the effectiveness of the remainder of the Agreement shall not be affected and this Agreement shall be enforceable without reference to the unenforceable provision.

Waiver

 The respective rights of the Parties (whether arising under this Agreement or under the applicable law) shall not be capable of being waived or varied otherwise than by an express waiver or variation in writing; and in particular any failure to exercise or any delay in exercising any of such rights shall not operate as a waiver or variation of that or any other such right; any defective or partial exercise of any of such right shall not preclude any other or further exercise of that or any other such right; and no act or course of conduct or negotiation on the part of either Party shall preclude them from exercising any such right or constitute a suspension or variation of such right.

Entire Agreement

 This Agreement constitutes the entire agreement between parties and supersedes and replace all prior discussions, agreements proposals, understandings whether orally or written between the parties related to the matter of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement on the dates set forth first above with full knowledge of its content and significance and intending to be legally bound by the terms hereof.

SIGNED, SEALED AND DELIVERED

By the within named Owner by electronic submission of  entries______________________________

The OWNER automatically enters into a digitally signed agreement as per date of content submission. Signatory to this agreement is implied by the submission of content for the purpose of contesting on the App.

The common seal of SWYPE Global Limited

is hereunder affixed in the presence of

_________________________________                                                                                                                                                        ________________________________

                    Director                                                                                                                                                                                                             Director

Exhibit A

Song Title

Composer/Artist

ISRC/ISBN Code