Digital Music Distribution + Licensing Terms
Between Created by Human ("Company") and, individually and collectively, Artist (or whatever name Artist performs under during the term), for Company to have an exclusive license to release certain recording(s) of Artist under the binding terms set forth below. This agreement supersedes any and all previous agreements, both written and verbal, between the parties.
1. Licensed Content: As of the Effective Date,
2. Territory: The universe.
3. Artist’s Rights & Obligations:
- All Content made/delivered hereunder shall remain the property of Artist under exclusive license to Company.
- Artist is financially responsible for the recording, mixing, mastering, and delivery to Company of the finished Album(s), Singles and related artwork.
- Artist shall have the right to manufacture and “sell” the Physical Album for profit without prior written permission from Company.
- Artist shall remain exclusive to Company for a period of 12 months from the delivery of the Album(s) hereunder in order to market and promote (i.e., tour) to support that Album (i.e., Artist shall not sign another distribution deal or release another recording during that window).
- Artist agrees to be reasonably available to promote the Album(s) released hereunder (i.e., interviews, photo shoots, TV, promotion trips, etc.). Company shall have the option to terminate this agreement if Artist fails to comply with this provision.
- Artist shall use Company to manufacture merchandise during the License Term; per the Exclusive Manufacturing and Distribution Agreement.
5. Company’s Rights & Obligations: During the License Term,
- Company shall exclusively distribute/release the album traditionally via digital online avenues.
- Company will exclusively administer/negotiate and have the right to “pitch” any third party “synch” type licensing agreement(s) for the Album (and its individual tracks/songs).
- Company shall have the right to own, operate and maintain an Exclusive Artist Webpage on the Company website. Company shall have the right to run advertising on such Site.
6. Income Split/Distribution Of Income from Content or other Merchandise:
- For exploitation of Albums, individual tracks or videos recorded hereunder (or any related artwork) in any configuration or media, net income received by Company shall be paid as follows: Artist – 50%, Company – 50%.
- For third party synch or master use license fees received by Company on ancillary exploitation of individual tracks or videos recorded hereunder (e.g., film, TV, commercials, video games, ring tones), master use net income shall be split as follows: Artist – 50%, Company – 50%.
- Any other net income received by Company related to the Masters or Artist hereunder not otherwise specified shall be split as follows: Artist – 50%, Company – 50%.
- Artist’s royalty or "net" share is inclusive of mechanical royalties.
- Income to Artist hereunder shall be subject to standard industry deductions for aggregator fees, internet/new media, etc.
- It is acknowledged that all song performance royalties (BMI, ASCAP, SESAC) are 100% owned by and directed to the Artist. Artist is responsible for signing up and maintaining industry standard operations with a chosen performance royalty agency.
- Artist is responsible to pay any third party income participants (i.e., producers, mixers, engineers, studio owners, investors, session musicians, old members, sampler, etc.) from its 50% net share of royalties hereunder, and shall indemnify Company against any third party claims.
7. Accounting: For all monies due Artist hereunder, Company shall account to Artist once the Artist’s royalty payout is $250.00 or greater. Artist shall have a customary right to audit with prior 30 days written notice, but no more than once per year.
8. Mechanical License: Each song written, owned or controlled, in whole or in part, by Artist is called a "Controlled Composition." Each Controlled Composition embodied in a Master recorded or delivered to Company hereunder is hereby licensed to Company for the purposes of this agreement. For sake of clarity, the royalty in provision 3 is inclusive of any mechanical royalty due. The inclusion of any Controlled Composition in any video hereunder shall be on a gratis "synch" license basis.
9. Distribution: Artist hereby acknowledges that during the License Term, Company may enter into an agreement with any person, firm or corporation for the distribution, manufacture and sale of Albums (or tracks) embodying Artists performances licensed hereunder. Company shall have the right to enter into and execute any such agreement on terms and conditions determined solely by Company and Artist agrees that such agreement may modify certain terms and conditions hereunder and that Artist will comply with such modifications and consider them an amendment to this agreement, so long as no material terms of this agreement are changed without Artist’s approval. In connection with each such agreement, Artist hereby agrees to execute and deliver to Company promptly upon its request any and all documents that Company reasonably deems necessary or desirable in connection with its entering into, executing and implementing fully each such agreement. In the event that Artist fails to execute such necessary document(s) within 10 days of Company’s request, Company shall have a limited power of attorney to execute such document(s) on Artist’s behalf.
10. Re-recording Restriction: For any song licensed by Artist hereunder, there shall be a re-recording restriction for the License Term hereunder whereby Artist cannot record that song(s) for themselves or any other third party.
11. Name and Likeness: For any product or associated advertising/promotion hereunder in any and all media, Artist grants to Company rights to use Artist’s name, approved image, approved likeness and approved bio (as well as any producer, mixer or graphic artist).
12. Assignment: Company shall have the right, at its election, to assign or sublicense this agreement, or any of Company’s rights hereunder.
13. Arbitration: If a dispute arises under this Agreement, the parties agree to submit the dispute to binding arbitration in Atlanta, GA, conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The non-prevailing party in any arbitration, mediation or court adjudication shall pay the prevailing party’s attorney’s fees. There shall be a 30 day cure period from time of notice hereunder before any party can seek legal redress.
14. Indemnification: Artist hereby indemnifies, saves, and holds Company harmless from any and all damages, liabilities, costs, losses and expenses (including legal costs and attorneys' fees reasonably incurred) arising out of or connected with any claim, demand or action by any party related to Artist’s entertainment activities hereunder. Artist warrants that it has the exclusive rights to use the Artist’s name for the purposes of this agreement. In the event that the Artist’s name has any trademark or service mark conflicts, Artist agrees to record and perform under an alternative name instead, selected with mutual approval from Company. Artist warrants that none of the copyrights licensed hereunder contain any “samples” or other content that Artist does not have 100% permission/clearance for the rights Company requires for its business purposes hereunder.
15. Suspension: If for any reason Artist fails to comply with its obligations hereunder, Company shall have the option, exercisable by notice to Artist: (i) to either suspend the expiration date of the then License Term (and Company's obligations to make payment to Artist thereunder), for the period of the default, or (ii) to terminate this agreement with no further obligation by Company (except for the payment of royalties already due). Artist as well will have equal rights to terminate this agreement if Company is found negligible in performance.