PLEASE
1. Review agreement
2. Confirm
accuracy of information you entered
3. Save, Print, Sign, & Mail this document back to digiClique with your
music and payment via certified mail (ex. Fed-Ex, UPS, etc)
DIGITAL MUSIC DISTRIBUTION AGREEMENT
This AGREEMENT (hereinafter referred
to as the "Agreement") is made between you, the Rights Holder, acting
on your own behalf or as the legal representative for a band, group,
company, corporation or label (hereinafter referred to as the "Rights
Holder") and digiClique Entertainment (also doing business as digiClique.com),
located at 2753 Broadway, Suite 316, New York, NY 10025 (hereinafter referred
to as the "Distributor").
Distributor is an Internet Music Distribution Company
that facilitates the offering of sound recordings to other Third Party
Distributors and Digital Music Retailers (hereinafter referred to as
the “Third Party Assignees”) for the purpose of selling music downloads
to consumers over the Internet. The Rights Holder hereby certifies that
it owns or has the right to distribute, publish, sell, copy, transfer,
convert, encode, integrate, digitally modify and deliver over the Internet
the master sound recordings designated and attached as “Licensed Recordings.”
The Rights Holder hereby certifies that it owns or has the right to
distribute, sell, publish, copy, transfer, convert, encode, integrate,
digitally modify and deliver over the Internet any artwork, writings,
or pictorials supplied by Rights Holder to the Distributor and/or Distributor’s
Third Party Assignees for the purpose of promoting the sale of the sound
recording.
WITNESSETH:
In consideration of the respective covenants contained
herein, the parties hereto, intending to be legally bound hereby, agree
as follows:
1. Grant of License.
1.1 - Licensed Recordings. Rights Holder hereby grants to
Distributor and Distributor’s Third Party Assignees a nonexclusive
right and license during the Term of Grant throughout the Territory
to convert, digitize, encode, make, cause or otherwise produce
Digital Audio Transmissions of the Rights Holder’s designated
Licensed Recordings. The term "Digital Audio Transmission" shall
mean any digital embodiment of a sound recording.
1.2 - Distribution of Music. Rights Holder hereby grants
to Distributor and Distributor’s Third Party Assignees a nonexclusive
right and license during the Term of Grant throughout the Territory
to sell via downloading, sell via burning, distribute, publish,
copy, transfer, convert, encode, integrate, digitally modify
and deliver over the Internet the master sound recordings supplied
by Rights Holder and designated as Licensed Recordings and embodied
as Digital Audio Transmissions by the Distributor and/or Distributor’s
Third Party Assignees.
1.3 - Release. Rights Holder hereby authorizes Distributor
and Distributor’s Third Party Assignees to immediately release,
sell via downloading, sell via burning, publish, and/or deliver
over the Internet the Digital Audio Transmissions of the Licensed
Recordings and any artwork, writings, or pictorials supplied
by Rights Holder to the Distributor for the purpose of promoting
the sale of Rights Holder’s sound recordings during the Term
of Grant throughout the Territory.
1.4 - Music Streams. Rights Holder hereby grants to Distributor
and Distributor’s Third Party Assignees a nonexclusive right
and license during the Term of Grant throughout the Territory
to perform the Digital Audio Transmissions of the Rights Holder’s
Licensed Recordings by means of streaming digital transmissions
for the purpose of audio listening by subscription consumers
or for the purpose of promoting the sale and distribution of
the recording. Rights Holder shall receive no royalty or payment
of any kind for the performance of “music clips” as such performance
is for the purpose of promoting the sale of Rights Holder’s
sound recordings.
1.5 - Portable Subscriptions. Rights Holder hereby grants
to Distributor and Distributor’s Third Party Assignees a nonexclusive
right and license during the Term of Grant throughout the Territory
to perform and deliver to portable subscription services the
Digital Audio Transmissions of the Rights Holder’s Licensed
Recordings by means of streaming digital transmissions and downloading
for the purpose of audio listening by portable subscription
consumers.
1.6 - Distribution of Artwork. Rights Holder hereby grants
to Distributor and Distributor’s Third Party Assignees a nonexclusive
right and license during the Term of Grant throughout the Territory
to distribute, display, publish, copy, transfer, convert, encode,
integrate, digitally modify and deliver over the Internet any
artwork, writings, or pictorials supplied by Rights Holder to
Distributor and/or Distributor’s Third Party Assignees for the
purpose of promoting the sale of the sound recordings.
1.7 - Text. Rights Holder hereby grants to Distributor and
Distributor’s Third Party Assignees a nonexclusive right and
license during the Term of Grant throughout the Territory to
distribute, display, publish, copy, transfer, convert, encode,
integrate, digitally modify and deliver over the Internet all
writings, text and statements provided by the Rights Holder
to the Distributor and/or Distributor’s Third Party Assignees
for the purpose of promoting the sale and distribution of the
sound recordings.
1.8 - Reserved Rights. The Rights Holder reserves all rights
and license not expressly granted to Distributor and Distributor’s
Third Party Assignees hereunder. Ownership of the Licensed Recordings
and Licensed Artwork shall remain with Rights Holder or its
licensors.
2. Delivery. Rights Holder shall
deliver to Distributor by means of CD or Digital Audio Transmission
(Uploading) the master versions of each Licensed Recording hereunder;
a reasonable number of items of the related artwork for use by Distributor
and Distributor’s Third Party Assignees in connection with the marketing
and promotion of the Licensed Recordings; and, a written schedule
of the names and contact information of the author(s), composer(s),
and music publisher(s) of the songs embodied in the Licensed Recordings,
together with any additional copyright information known to Label
relating to the Licensed Recordings, and a list of credits that
Rights Holder is contractually required or otherwise reasonably
desires to provide in connection with the distribution, exploitation
of the Licensed Recordings hereunder. Distributor shall have no
right to modify the Licensed Recordings, except that it may digitize
and/or encode the Licensed Recordings in any format now known or
hereafter devised for purposed of facilitating the exercise of the
rights and licenses granted hereunder.
3. Rights Holder Obligations.
The Rights Holder shall obtain and pay for any necessary clearances
and licenses in the Territory for all the Rights Holder’s sound
recordings and artwork. The Rights Holder shall be responsible for
and pay any royalties and other income due to artists, authors,
co-authors, copyright owners, co-copyright owners, producers, and
other record royalty participants from sales or other uses of the
Licensed Recordings. The Rights Holder shall also be responsible
all mechanical royalties payable to publishers and/or authors or
co-authors of copyrighted musical compositions embodied in the Licensed
Recording from sales or other uses of the Licensed Recording. The
Rights Holder shall also be responsible for all payments that may
be required under collective bargaining agreements applicable to
the Rights Holder and any other royalties, fees, and or monies payable
by the Rights Holder with respect to the Rights Holder’s Licensed
Recordings, artwork, and other materials supplied by Rights Holder
to Distributor and Distributor’s Third Party Assignees.
4. Likenesses and Names. Rights
Holder hereby grants to Distributor and Distributor’s Third Party
Assignees the right to use and to allow others to use the Rights
Holder’s name, likeness of artist(s), group(s) or band(s), company
information, and biographical material for the purpose of advertising
and promoting the sale of the Licensed Recordings during the Term
of Grant throughout the Territory.
5. Territory. The Territory shall
be the world.
6. Term of Grant. The Term of
Grant shall commence upon the date hereof and shall continue until
the Rights Holder cancels in writing with DigiClique Entertainment
or for three (3) years whichever is shorter. In the event that the
Rights Holder designates fifteen (15) or less sound recordings as
Licensed Recordings the Term of Grant shall be two (2) year. In
the event that the Rights Holder designates three (3) or less sound
recordings as Licensed Recordings the Term of Grant shall be one
(1) year. Distributor shall have sixty (60) days after notice of
cancellation or expiration of the Term to remove all of the Rights
Holder’s music content from the web sites of the Distributor and
the Distributor’s Third Party Assignees.
7. Renewal Fee. A Renewal Fee
for granting successive Terms to the Rights Holder shall be designated
by DigiClique Entertainment from time to time.
8. Royalties. Distributor shall
pay to the Right’s Holder seventy percent (70%) of any and all Net
Revenues derived from the sale of the digital audio transmissions
embodying the Licensed Recordings.
9. Additional Definitions. For
purposes hereof, the following terms shall have the respective meanings
provided below:
9.1. The term "Artist" shall mean any recording
artist whose performances are embodied in the Licensed Recordings.
9.2. The term "Licensed Artwork" shall mean
any artwork, drawings, photographs, liner notes, or other graphical,
textual or other graphical works relating to Artist or Label,
developed or created by or for Label for use in connection with
the distribution or promotion of the Licensed Recordings, and
delivered to Distributor and Distributor’s Third Party Assignees
hereunder.
9.3. The term "Name and/or Likeness" shall
mean the name, voice, photograph, drawing, likeness, biographical
material, any and all words, symbols, and logos which identify
a person or group, and any and all trademarks, service marks,
trade names, or similar properties, of, relating to or associated
with a person or group, and any other exercise of the "right
of publicity" of, relating to, or associated with a person or
group.
9.4. The term "Controlled Compositions" shall
mean any and all musical works embodied in the Licensed Recordings
which are written or composed, in whole or in part, or owned
or controlled, directly or indirectly, by Artist or Label, collectively
or individually.
9.5. The term "Licensed Recording(s)" shall
mean the Licensed Recordings, Licensed Artwork, Controlled Compositions,
the Name and/or Likeness of Label or any Artists performing
in the Licensed Recordings, Music Videos, CD, Album and any
other materials licensed to Distributor and Distributor’s Third
Party Assignees hereunder.
9.6. The term "Net Revenues" shall mean gross
revenues less only the following costs and fees incurred in
connection with such deliveries, and only to the extent incurred:
(a) transaction processing fees, such
as credit card transaction fees and other electronic commerce
processing, patent royalties or other fees, payable to or
retained by unaffiliated third parties in connection with
effecting a transaction or transmission, if any;
(b) sales tax, if any;
(c) returns and credits, including, but
not limited to, those on account of defective merchandise,
errors in billing, and errors in transmission, if any;
(d) mechanical royalties, if any;
(e) public performance fees, if any;
(f) shipping, if any;
(g) union, guild or other third party
fees that may be required by contract or the Copyright Act,
if any;
(h) Internet advertising and promotion
costs, such as banner ads on other web sites to promote
the sound recordings, if any, provided that costs shall
not exceed 10% of gross revenues.
(i) Internet referral fees, such as fees
payable to any third party who, through their web site,
email or other means, refers to us a purchaser of copy or
phonorecord of a Recording, if any, provided that such costs
shall not exceed 15% of gross revenues.
Net Revenues shall not include, and
no royalties shall be payable to Rights Holder on any
Licensed Works reproduced, distributed, performed, displayed,
broadcast, delivered or transmitted on a "free" or "no
charge" basis.
9.7. The term "Digital Audio Transmission"
shall mean any digital embodiment of a sound recording.
10. Record Keeping and Report.
10.1. Distributor agrees to maintain and preserve
accurate books and records concerning all transactions relating
to the reproduction and distribution of the Licensed Recordings
for a period of two (2) years following the termination of this
Agreement.
10.2. Distributor will compute the royalties
to Rights Holder pursuant to this Agreement within forty-five
(45) days after the end of each calendar quarter (i.e., ending
March 31, June 30, September 30, and December 31), and will
deliver to Rights Holder a quarterly royalty statement for each
such period together with the net amount of royalties, if any,
computed in accordance with this Agreement, which shall be payable
after deducting any and all unrecouped charges hereunder.
11. Indemnification and Limitation of
Liability. The Rights Holder will indemnify and hold harmless
the Distributor and Distributor’s Third Party Assignees from and
against any and all losses, liabilities, damages, costs or expenses
(including reasonable attorney’s fees and costs) arising out of
a claim by a third party by reason of a breach of any warranty,
representation, covenant or obligation of the Rights Holder under
this Agreement, or any claim that any Digital Audio Transmission,
sound recording, printed material, or artwork provided to the Distributor
and/or Distributor’s Third Party Assignees by the Rights Holder
use thereof violates or infringes the rights of another party. The
Rights Holder will reimburse the Distributor and/or Distributor’s
Third Party Assignees for any actual payments made in resolution
of any liability or claim that is subject to indemnification under
this section.
12. Editorial Right. Distributor
reserves an unabridged right to refuse to distribute any and all
of Rights Holder’s sound recordings for good reason, bad reason,
or no reason.
13. Entire Agreement. This Agreement
sets forth the entire agreement between the Distributor and the
Rights Holder with respect to the subject matters hereof. No Modification,
amendment, waiver, termination or discharge of this contract or
any other provision hereof shall be binding upon the Distributor
and/or Distributor’s Third Party Assignees unless confirmed by written
statement signed by an officer of the Distributor. No waiver of
any provision of this contract or of any default hereunder shall
effect the Distributor’s rights thereafter to enforce such provisions
or to exercise any right or remedy in the event of any other default
or breach. The Distributor reserves the right to unilaterally modify,
amend, add, or delete provisions to this contract upon giving written
notice to the Rights Holder. The Rights Holder will then have thirty
(30) days to refuse to bound by the modification after which the
provision will become a part of the agreement between Distributor
and Rights Holder without any further action required by either
party.
14. Governing Law. This Agreement
shall be deemed to have been made in the State of Tennessee and
its validity, construction, and effect shall be governed by the
laws of the State of Tennessee.
I
HEREBY CERTIFY AS THE RIGHTS HOLDER THAT I HAVE THE AUTHORITY
TO GRANT ALL OF THE LICENSES CONTAINED HEREIN.
__________________________________________
__________________________________________
Signature of Rights Holder’
Print Name
__________________________________________
__________________________________________
Address
Date
(W)
- (H)
__________________________________________
__________________________________________
Address (cont.)
Phone Number
,
__________________________________________
__________________________________________
City, State, Zip Code
Country
IF YOU ARE UNDER 18 YOUR
PARENT OR
GUARDIAN
MUST AUTHORIZE BELOW.
PLEASE
1. Review agreement
2. Confirm
accuracy of information you entered
3. Save, Print, Sign, & Mail this document back to digiClique with
your music and payment via certified mail (ex. Fed-Ex, UPS, etc)
ATTENTION: SUBMISSIONS
2753
Broadway, Suite 316, New York, NY 10025 - Corporate Fax - 413.581.7394
Payment Form
Please mark one of the below
packages
In addition to Money Orders,
& Certified Bank Checks we also accept the following
forms of payment:
1. Please select a package
from the above options,
2.
fill out this
form,
3.Fax the information to our corporate
processing center:
Credit Card
Authorization Form
Complete
this form ONLY if you are paying with a credit card.
Fax
form to our offices or enclose with agreement.
Place
this form on the top of page 1 of the
agreement.
CVV Code:_______
(3-digit number near signature line on back of
credit card)