This is the Melody Pods license that is provided to all clients. For clarification on an actual location please contact us.
Please see your downloadable and printable personal invoice and license covering the period of subscription in your account payment area.
This document sets out the terms and conditions for the licenses to use the music player’s music.
If you have any questions about the appropriate use of the music player, please contact us at our help desk.
This license agreement set out the entire license agreement (“License”) between Kesseny ltd (trading as Melody Pods and Media Market Agent, 04683874 company registration registered at Kesseny Wadebridge Road, St. Mabyn, PL30 3BQ Bodmin, North Cornwall, United Kingdom) and you or your registered company (“Client”).
WHEREAS Kesseny ltd has rights to a library of audio recordings, and is engaged in the business of providing the limited, non-exclusive right to license to these audio recordings for the purpose of providing the Client with the performance of recorded music for their business businesses such as hotels, spas, salons, restaurants, retail stores, cafes and gyms, free and clear of any obligation to pay fees to applicable performance rights societies; and,
WHEREAS Client is the authorized representative of a business or organization which has a location open to the public (hereinafter referred to as “Premises”), and desires to access Kesseny ltd ‘ service in order to license Kesseny ltd ‘ library of musical recordings for the purpose of publicly performing such recorded music solely on Client’s Premises as specified hereunder, subject to the terms, conditions, and restrictions of this Agreement, as set forth below; and
WHEREAS Nothing contained in this agreement shall constitute a partnership or joint venture between the parties hereto or constitute either party the agent of the other.
In consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows:
The musical compositions (the “Compositions”) and the master recordings (“Masters”) covered by this Agreement, the terms of which are hereby incorporated by this reference. The particular Masters and Compositions which are the subject of this license shall be hereinafter referred to collectively as the “Licensed Works”. As used herein, a “public performance” is one that occurs “in a place open to the public or at any place where a substantial number of persons outside of a normal
circle of a family and its social acquaintances is gathered.”
Grant of Rights.
Kesseny ltd is engaged in the business of providing rights to its clients to use Kesseny lt’s catalogue of audio recordings and musical compositions available on the Website, solely for the purpose of permitting its clients to play such recorded music on the Premises of it’s business or organization, including but not limited to hotels, spas, salons, restaurants, retail stores, cafes and gyms, free and clear of any obligation to pay fees to applicable performance rights societies in the applicable territory in which the Premises are located.
Kesseny ltd shall provide Client the right to publicly perform the Licensed Works solely for such purpose, subject to the terms and conditions hereunder. Notwithstanding the foregoing, Client shall have no right to resell, transfer, hypothecate or use the Licensed Work for any other purpose. Kesseny ltd shall maintain and control the operation of the Website. Kesseny ltd reserves the right, at its sole discretion, to change, modify, add, or remove portions of the Website and/or to vary, suspend or discontinue any aspect thereof at any time, as determined in Kesseny ltd ‘ sole reasonable business judgment. The Website is protected by copyright as an original work under copyright law and shall not be copied or duplicated without the express written consent of Kesseny ltd other than as is reasonably necessary for Client to exercise the rights granted hereunder.
Kesseny ltd grants to Client a non-exclusive license to use the Licensed Works to be performed as recorded music in Client’s place of business only during the License Term, subject to the terms, conditions and restrictions contained herein, and as set forth on the Website. Kesseny ltd hereby assures to Client a waiver regarding the payment of any fees due and owing to performance rights societies (including but not limited to ASCAP, BMI, SESAC, PRS, GEMA, SACEM, Sound Exchange) applicable for the public performance of the Licensed Works by Client in the physical premises which constitute Client’s place of business hereunder. Kesseny ltd warrants that the music contained in the legal rights in and to the Licensed Works hereunder have been pre-cleared. Client acknowledges and agrees that all rights in and to the Licensed Works, whether now known or hereafter in existence, that are not granted to Client hereunder are specifically reserved by Kesseny ltd. Notwithstanding the foregoing, the Licensed Works which Client shall publicly perform on its Premises shall be limited to selections which shall be deemed free and clear in the applicable territory in which said Premises are located. This license is valid only for a single public space having an area less than 4000 square feet (371 square meters).
Upon execution of this Agreement, Client shall pay Kesseny ltd any subscription fee required as specified at the point of purchase (the
“License Fee”), which
for the License Term,
forth on the Website.
The license Fee shall
Licensed Works in Client’s place of business shall be valid only so long as Client has made payment of the License Fee to Kesseny ltd and such payment has cleared.
such Licensee Fee shall be charged to Licensee and pursuant to the terms and conditions set
be based on a single business location. The
Fees maybe subject to value added tax where required by law. VAT rates may change from time to time and we reserve the right to add whatever is the then prevailing rate.
Fees are payable in the currency specified on the web Website. Your credit card company will calculate your local currency equivalent and you are responsible for any card charges which may be incurred for foreign purchases.
Notwithstanding the foregoing, in the event that Client shall become one (1) day overdue regarding fees due and owing hereunder, Kesseny ltd shall have the unconditional right to terminate this agreement without notice. Any use by Client of the License Works without payment of the License Fee or without Kesseny ltd ‘ consent shall constitute a material breach of this Agreement, entitling Kesseny ltd to any and all available remedies.
Limitations on License.
This license does not authorize the use of the Licensed Works for the following but not limited to:
- The broadcasting, telecasting or transmission by wire or otherwise outside of the Premises, including music-on-hold telephone systems operated by Client at the Premises.
- For resale or give away in any way exclusively or packaged.
- Offer Licensed Works on a CD to sell as your own work.
- Resell Licensed Works.
- For distribution within film productions, games and software
- Used within any sound library or jukebox unless you have a
specific and separate contractual agreement to do so previously
agreed with Kesseny.
- You may not create derived works (remixes, re-produce, or add
vocals that are of a musical nature).
- You may not make samples of any format to use with your own or
In addition, this license is limited to non-dramatic performances, and does not authorize any dramatic performances.
Copyright and Trademarks.
All the material within Kesseny ltd which includes words, pictures, photographs, moving images, sound and software and other things (‘Content’), is owned by Kesseny ltd or its suppliers and partners, its licensors and content providers unless otherwise stated. You may not copy any material from this application or the web Website without our permission and all Content and the appearance and structure of the Website remain our property.
The rights granted by Kesseny ltd to Client hereunder shall be for the duration of the period during which Licensee pays to Kesseny ltd the subscription fee as set forth in Client’s invoices as stored within Client’s account. The License Term, and payment therefore, shall be based on either a monthly, quarterly, annual, or lifetime (fifty years) basis, as mutually agreed by the parties. The License Term shall commence upon execution hereof and shall be automatically renewed unless and until Licensee discontinues payment of the License Fee, or
notifies Kesseny ltd in writing of Licensee’s election to terminate this Agreement, such notice to be received not less than ten (10) days prior to the expiration of the then-current contract period.
The territory covered by this license shall be the world (the “Territory”). Notwithstanding the foregoing, variances in national law may apply. Kesseny ltd provides specific music collections in some country and legal territories where applicable. Licensee understands and agrees they need to choose the correct option for their legal territory.
Warranties and Representations.
(a) Client warrants and represents that: (i) it has the right to enter into this Agreement and has not entered into any other agreement that would interfere with your grant of rights hereunder; (ii) not under any disability, restriction or prohibition, whether contractual or otherwise, with respect to its right to execute this Agreement; (iii) all information provided by Licensee herein and during the Term hereof shall be accurate, complete and not misleading in any material respect; (iv) it shall only use the Licensed Works for the purpose set forth above, in accordance with the terms of this Agreement; (v) it shall not, except to the extent allowed by Kesseny ltd hereunder and solely in connection with its authorized use of the Website, copy or otherwise duplicate directly or indirectly any portion of the Website including without limitation, any of the information, trademarks, logos, designs, graphics, systems, Tracks or otherwise contained therein for any purpose, and shall not use any software that enables the copying or duplication of such materials; (vi) it shall abide by all copyright notices, information, or restrictions applicable to any Kesseny ltd ‘ materials or otherwise published on the Website; (vii) Licensee will comply with all requirements of the applicable performing rights societies as set forth hereunder; and (viii) no usage by Client shall encourage or be associated with illegal or illicit activities allowed. (b) Kesseny ltd warrants and represents that: (i) it has the right to enter into this Agreement and has not entered into any other agreement that would interfere with your grant of rights hereunder; (ii) it is under no disability, restriction or prohibition, whether contractual or otherwise, with respect to its right to execute this Agreement and to grant the rights granted hereunder; (iii) it has obtained from the owner and publisher of the original Compositions and Masters sufficient to grant the rights to Client hereunder; and (iv) no Composition or Master nor any other selections, materials, ideas or other properties contained in the Licensed Works shall violate or infringe upon any common law or statutory right of any person, firm or corporation, including, without limitation, contractual rights, copyrights, trademarks and rights of privacy.
Client shall indemnify, save and hold Kesseny ltd , its licensees, successors, assigns, employees, officers, directors and representatives harmless from any and all damages, liabilities, costs, losses and expenses (including costs and reasonable attorney’s fees) arising out of or connected with any claim, demand or action which is inconsistent with any of the warranties, representations or covenants made by Client hereunder. Kesseny ltd shall have the right to participate in the defence of any claim, demand, or action with counsel of its choice, at
its sole cost and expense.
Notwithstanding the foregoing, Kesseny ltd shall not be liable for any indirect, special or consequential damages including but not limited to loss of anticipated profits, in connection with or arising from this Agreement and shall not be liable for any loss, damage, claim or liability arising from or related to any software program, data errors, digital transmission errors, failures, interruptions or delays, regardless of cause. In no event shall Kesseny ltd ‘ total liability exceed the License Fee paid by Client hereunder. In addition, Kesseny ltd shall not be liable in the event that there shall be any disruption of its services due to any technical malfunction of the Website or Kesseny ltd ‘ ability to provide downloadable or streaming audio.
Kesseny ltd shall have the right to assign this Agreement to any party with whom they shall merge, consolidate, or which acquires a substantial, interest in the assets of Kesseny ltd ‘ business. This Agreement shall operate to the benefit of, and shall be binding upon the parties hereto and their respective successors and assigns. No assignment shall relieve the parties hereto of their respective obligations hereunder as to performances rendered, acts done and obligations incurred prior to the effective date of the assignment.
Any controversy, claim or dispute arising out of or relating to this Agreement, shall be settled solely and exclusively by binding arbitration in the United Kingdom. Each party shall bear its own legal fees and expenses. The parties agree to abide by all decisions and awards rendered in such proceedings.
The parties intend that this be the final expression of their agreement and a complete and exclusive statement of its terms, and that no extrinsic evidence whatsoever may be introduced in any judicial, administrative, or other legal proceeding involving this Agreement. This license is binding upon and shall inure to the benefit of the respective successors or assigns of the parties hereto. This Agreement may not be modified, amended, or terminated except by an instrument in writing, signed by both parties. Kesseny ltd shall not be deemed to be in breach of any of the obligations hereunder unless and until they shall have been given specific written notice from Licensee, return receipt requested, of the nature of such breach and shall thereafter fail to commence the cure of such breach within thirty (30) days after receipt of such written notice. If any provision of this Agreement, or the application thereof to any person, place, or circumstance, shall be held by a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder of this agreement and such provisions as applied to other persons, places, and circumstances shall remain in full force and effect.