Artist Agreement

WHEREAS PesaBass operates a digital music and entertainment platform that enables artists to distribute, monetize, and promote their creative works to audiences across Africa and the world;

WHEREAS the Artist wishes to utilize the PesaBass platform to make their musical and audiovisual works available to the public;

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows.

This Agreement is supplementary to, and incorporates by reference, the PesaBass Terms of Service, Privacy Policy, Royalty Agreement, Community Guidelines, and all other policies published on the PesaBass platform.

1.1 "Content" means any and all audio recordings, musical compositions, music videos, artwork, album covers, liner notes, lyrics, metadata, biographical information, and any other materials provided by the Artist to PesaBass for distribution on the Platform.

1.2 "Platform" means the PesaBass website, mobile applications, TV applications, progressive web applications, APIs, and all related services operated by PesaBass.

1.3 "Territory" means worldwide, including all countries and territories where the PesaBass Platform is or becomes accessible.

1.4 "Term" means the duration of this Agreement beginning on the date the Artist's application is approved and continuing until terminated in accordance with Section 12.

1.5 "Net Revenue" means gross revenue generated from the Artist's Content through the Platform, less applicable payment processing fees, chargebacks, refunds, taxes withheld, and any applicable deductions.

1.6 "Artist Hub" means the dedicated dashboard and tools provided to Artist account holders for managing their content, analytics, merchandise, and earnings on the Platform.

1.7 "Verified Artist" means an Artist whose identity and ownership of their Content have been confirmed through PesaBass's verification process.

1.8 "Intellectual Property Rights" means all copyrights, moral rights, neighboring rights, trademark rights, patent rights, trade secrets, and any other intellectual property rights recognized under the laws of any jurisdiction, including the Republic of Kenya, the Berne Convention for the Protection of Literary and Artistic Works, the WIPO Copyright Treaty, and the TRIPS Agreement.

2.1 Age Requirement: You must be at least 18 years of age, or the age of majority in your jurisdiction, whichever is higher. Artists between 13 and 17 years of age may apply with verified parental or guardian consent, in compliance with the Children Act, 2022 (Kenya) and applicable international child protection laws.

2.2 Application Process: To become an Artist on PesaBass, you must complete the Artist Application form, providing accurate and truthful information including your full legal name, government-issued identification, contact information, primary music genre, and such other information as PesaBass may reasonably require.

2.3 Identity Verification: PesaBass reserves the right to verify your identity through government-issued identification documents. The provision of fraudulent or misleading identification documents constitutes a material breach of this Agreement and may be reported to the relevant authorities in accordance with Kenya's Computer Misuse and Cybercrimes Act, 2018.

2.4 Approval: PesaBass reserves the sole discretion to approve or reject Artist applications. Approval may be based on content quality, originality, compliance with community guidelines, and our operational requirements. Rejection does not create any liability or obligation on the part of PesaBass.

2.5 Single Account: Each individual or entity may maintain only one Artist account. Duplicate or fraudulent accounts will be terminated without notice.

2.6 Genre Declaration: During registration, you must declare your primary music genre(s). This information is used for content discovery, recommendation algorithms, and editorial curation. You may update your genre at any time from your Artist Hub settings.

3.1 License Grant: By uploading Content to PesaBass, you grant PesaBass a non-exclusive, worldwide, royalty-bearing (subject to the Royalty Agreement), sublicensable, and transferable license to:

• Reproduce, encode, transcode, and store your Content in any format or medium;
• Distribute, transmit, stream, and make your Content available to the public through the Platform;
• Publicly perform and display your Content as part of the Platform's streaming services;
• Create clips, excerpts, and promotional materials derived from your Content (limited to 30 seconds of audio or 15 seconds of video) for marketing and editorial purposes;
• Use your name, likeness, biographical information, and artwork in connection with the promotion of your Content and the Platform;
• Cache, index, and catalog your Content for search and discovery purposes.

3.2 Non-Exclusive: This Agreement does not require exclusive distribution rights. You are free to distribute your Content through other platforms, distributors, or channels simultaneously. PesaBass does not claim any exclusivity over your Content.

3.3 Ownership: You retain full ownership of all Intellectual Property Rights in your Content. Nothing in this Agreement transfers ownership of any copyright, moral right, or neighboring right to PesaBass.

3.4 Moral Rights: In accordance with Section 32 of the Kenya Copyright Act, 2001 and the Berne Convention, PesaBass acknowledges and respects your moral rights, including the right of attribution and the right of integrity. PesaBass shall not modify your Content in any manner that would be prejudicial to your honor or reputation without your consent.

3.5 User-Generated Derivatives: Users of the Platform may create playlists, share links, and engage with your Content as permitted by the Platform's features. You consent to such uses, which are standard features of digital music platforms.

You represent, warrant, and covenant that:

4.1 You are the sole creator and copyright owner of all Content you upload, or you have obtained all necessary licenses, permissions, consents, and clearances from all rights holders (including composers, lyricists, producers, featured artists, sample owners, and any collecting societies) to grant PesaBass the rights described herein.

4.2 Your Content does not infringe, misappropriate, or violate any third party's Intellectual Property Rights, privacy rights, publicity rights, or any other rights.

4.3 Your Content does not contain any unlawful, defamatory, obscene, harmful, or objectionable material, and complies with all applicable laws including the Kenya Information and Communication Act, the Films and Stage Plays Act, and the Computer Misuse and Cybercrimes Act, 2018.

4.4 All information you provide to PesaBass, including during registration and in your Content metadata, is accurate, current, and complete.

4.5 You are not subject to any contractual or legal restriction that would prevent you from entering into this Agreement or granting the rights herein.

4.6 If your Content includes samples, interpolations, or covers of existing works, you have obtained all necessary mechanical licenses, sample clearances, and permissions.

4.7 You will comply with all applicable tax laws, including the Kenya Income Tax Act, and are solely responsible for reporting and paying all taxes on your earnings from PesaBass.

5.1 Quality Standards: All Content uploaded to PesaBass must meet minimum quality standards as published in our Community Guidelines. PesaBass reserves the right to reject, remove, or restrict Content that does not meet these standards.

5.2 Prohibited Content: The following Content is strictly prohibited:

• Content that incites violence, terrorism, hatred, or discrimination against any group;
• Content that exploits, harms, or endangers minors in any way;
• Content that promotes illegal activities including drug trafficking, human trafficking, or financial fraud;
• Content that infringes third-party copyrights, trademarks, or other intellectual property;
• Content that contains malware, viruses, or harmful code;
• Content that is misleading, deceptive, or constitutes fraud;
• Sexually explicit content except where properly labeled and restricted to adult audiences in compliance with applicable laws.

5.3 AI Moderation: All uploaded Content is subject to automated AI-powered content moderation. Flagged Content will be reviewed by human moderators. PesaBass may suspend distribution of Content pending review.

5.4 Metadata Accuracy: You must provide accurate metadata for all Content including title, description, genre, credits, and any applicable content warnings. Deliberately misleading metadata may result in Content removal and account sanctions.

5.5 DMCA Compliance: PesaBass complies with the Digital Millennium Copyright Act (DMCA) and similar copyright legislation. Repeated copyright infringements will result in account termination under our DMCA Policy.

6.1 Revenue Streams: Artists may earn revenue through multiple channels on PesaBass, including but not limited to: streaming royalties, pay-per-view purchases, tips and donations from fans, merchandise sales, sponsorship and funding deals, and event booking fees.

6.2 Revenue Shares: The following indicative revenue shares apply at the time of this Agreement. Rates are calculated on Net Revenue and are subject to periodic review. PesaBass reserves the right to adjust rates with 60 days' advance written notice. Current rates are always displayed in your Artist Hub dashboard and in the Royalty Agreement.

Important: The above rates are indicative and may be adjusted from time to time. PesaBass will provide at least 60 days' written notice before any rate changes take effect. Full royalty calculation details, payment schedules, and dispute procedures are set out in the Royalty Agreement.

6.3 Transparency: PesaBass provides real-time analytics and monthly royalty statements through the Artist Hub dashboard. You have the right to audit your royalty calculations as specified in the Royalty Agreement.

6.4 Payment Methods: Payouts are processed via M-Pesa, bank transfer, and other supported payment methods. Artists are responsible for providing accurate payout information and ensuring their payment accounts remain active.

6.5 Tax Compliance: PesaBass may withhold taxes as required by the Kenya Tax Procedures Act, 2015, the Income Tax Act, and any applicable international tax treaties. Artists will receive documentation necessary for tax reporting. For non-Kenyan residents, withholding may apply under applicable double taxation agreements.

6.6 Anti-Fraud: Artificial inflation of streaming numbers, engagement metrics, or any other form of fraud will result in immediate forfeiture of associated earnings, suspension of the Artist account, and may be referred to law enforcement authorities under the Computer Misuse and Cybercrimes Act, 2018.

7.1 Artists who sell merchandise through the PesaBass Marketplace are additionally bound by the Merchandise Agreement.

7.2 Merchandise must comply with all applicable consumer protection laws, including the Kenya Consumer Protection Act, 2012, and the Sale of Goods Act (Cap 31).

7.3 Artists acting as sellers are solely responsible for product quality, truthful descriptions, fulfillment, shipping, returns, and customer service for merchandise orders.

8.1 Artists may participate in the PesaBass social feed, post updates, interact with fans, and utilize messaging features subject to the Community Guidelines and Social Feed Policy.

8.2 Harassment, spam, hate speech, incitement to violence, or any conduct that violates the Community Guidelines may result in temporary or permanent restriction of social features, content removal, or account termination.

8.3 Artists are expected to maintain a professional and respectful presence on the Platform. Interactions with fans and other users must comply with applicable laws regarding harassment, defamation, and online conduct.

9.1 PesaBass collects and processes Artist personal data in accordance with the Privacy Policy and in compliance with the Kenya Data Protection Act, 2019 ("DPA") and the General Data Protection Regulation (EU) 2016/679 ("GDPR") where applicable.

9.2 Artist data collected during onboarding (including government identification) is processed for legitimate purposes including identity verification, fraud prevention, financial compliance (Anti-Money Laundering Act, Proceeds of Crime and Anti-Money Laundering Act), and contract administration.

9.3 Artists have the right to access, rectify, erase, restrict processing, and port their personal data as provided under applicable data protection legislation. Requests should be directed to privacy@pesabass.music.

9.4 PesaBass shall implement appropriate technical and organizational measures to ensure the security of Artist personal data, including encryption at rest and in transit, access controls, and regular security audits.

10.1 You agree to indemnify, defend, and hold harmless PesaBass, its officers, directors, employees, agents, affiliates, and licensors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:

• Your Content or any claim that your Content infringes, misappropriates, or violates any third party's rights;
• Your breach of any representation, warranty, or covenant in this Agreement;
• Your violation of any applicable law, regulation, or third-party right;
• Any tax liability arising from your earnings on the Platform;
• Your merchandise, including product liability claims, shipping disputes, and customer complaints.

10.2 PesaBass shall promptly notify you of any claim subject to indemnification and shall provide reasonable cooperation in the defense thereof.

11.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PESABASS'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL ROYALTIES PAID TO YOU IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.2 IN NO EVENT SHALL PESABASS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, EVEN IF PESABASS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.3 PesaBass is not liable for: (a) revenue losses due to platform downtime or technical failures; (b) changes in audience behavior or content trends; (c) content removal for policy or legal violations; (d) third-party payment processor failures; or (e) force majeure events.

11.4 Nothing in this Agreement excludes or limits liability that cannot be legally excluded, including liability for fraud, gross negligence, or death or personal injury caused by negligence.

12.1 Duration: This Agreement commences upon approval of your Artist application and continues indefinitely until terminated by either party.

12.2 Termination by Artist: You may terminate this Agreement at any time by: (a) removing all your Content from the Platform via the Artist Hub; and (b) submitting a written termination request to artists@pesabass.music. Content will be removed from public distribution within 5 business days.

12.3 Termination by PesaBass: PesaBass may terminate this Agreement immediately if you: (a) materially breach any provision of this Agreement; (b) engage in fraud, artificial streaming, or similar dishonest practices; (c) repeatedly violate Community Guidelines; (d) are subject to legal proceedings that could affect PesaBass; or (e) become bankrupt or insolvent. For non-material breaches, PesaBass shall provide 14 days' written notice and an opportunity to cure.

12.4 Post-Termination: Upon termination: (a) PesaBass will cease distribution of your Content within 5 business days; (b) earned but unpaid royalties will be paid according to the normal payment schedule, subject to the minimum payout threshold; (c) any pending merchandise orders will be fulfilled before account closure; (d) your Content metadata and analytics data will be retained for 90 days to facilitate your transition.

12.5 Survival: The following provisions survive termination: Sections 4 (Representations & Warranties), 10 (Indemnification), 11 (Limitation of Liability), 13 (Governing Law), and any accrued payment obligations.

13.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the Republic of Kenya, without regard to its conflict of law principles.

13.2 Informal Resolution: Before initiating formal proceedings, the parties agree to attempt to resolve any dispute through good-faith negotiation. You must notify us in writing at legal@pesabass.music describing the dispute. We shall attempt to resolve the matter within 30 calendar days.

13.3 Arbitration: If informal resolution fails, disputes shall be submitted to binding arbitration administered by the Nairobi Centre for International Arbitration (NCIA) under its Arbitration Rules. The arbitration shall be conducted in English in Nairobi, Kenya, before a single arbitrator. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

13.4 Exceptions: Either party may seek injunctive or emergency relief from the High Court of Kenya at Nairobi for claims involving intellectual property infringement, data breaches, or other matters requiring urgent judicial intervention.

13.5 International Artists: For Artists residing outside Kenya, this Agreement may also be subject to mandatory consumer protection laws of your jurisdiction to the extent they cannot be waived. In such cases, the more protective provision shall apply.

13.6 Class Action Waiver: To the fullest extent permitted by applicable law, you agree to resolve disputes on an individual basis and waive the right to participate in class actions or class-wide arbitrations.

14.1 Entire Agreement: This Agreement, together with the Terms of Service, Privacy Policy, Royalty Agreement, Community Guidelines, and all other referenced policies, constitutes the entire agreement between you and PesaBass regarding your use of the Platform as an Artist.

14.2 Amendments: PesaBass may amend this Agreement by providing at least 30 days' advance notice via email or through the Artist Hub. Continued use of the Platform after the effective date of amendments constitutes acceptance. If you disagree with material changes, you may terminate this Agreement within 30 days of notice.

14.3 Severability: If any provision of this Agreement is found to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

14.4 No Waiver: The failure of either party to enforce any provision shall not constitute a waiver of that right or any other right.

14.5 Assignment: You may not assign your rights or obligations under this Agreement without PesaBass's prior written consent. PesaBass may assign its rights without restriction, including in connection with a merger, acquisition, or sale of assets.

14.6 Force Majeure: Neither party shall be liable for delays or failures in performance resulting from acts of God, war, terrorism, pandemics, governmental actions, internet disruptions, power failures, or other causes beyond reasonable control.

14.7 Notices: Notices required under this Agreement shall be sent to the email address associated with your PesaBass account (for notices to you) or to legal@pesabass.music (for notices to PesaBass).

14.8 Language: This Agreement is drafted in the English language. In the event of any conflict between the English version and any translation, the English version shall prevail.