AMUSE TERMS & CONDITIONS
EXCLUSIVE DISTRIBUTION AGREEMENT
These Terms & Conditions (“Ts&Cs”) together with the Heads of Terms constitute the entire “Agreement” between Company and Licensor. The Ts&Cs are considered incorporated into the Heads of Terms. If the Heads of Terms and Ts&Cs are inconsistent, the Heads of Terms will take priority. Any undefined terms have the meanings given to them in the Heads of Terms. Company and Licensor are referred to individually as “Party” and collectively as “Parties”.
GRANT OF RIGHTS. Licensor grants to Company all necessary rights throughout the Territory and during the Term to do the following in respect of Recording(s) (including all remixes, instrumentals and alternative versions) and Assets: (i) distribute to digital service providers and social media platforms (collectively, “DSPs”) on an exclusive basis, including as part of a multi-artist compilation record in support of the Event (“ASC Album”); (ii) register for and collect the ‘label share’ of public performance income on an exclusive basis; and (iii) license for synchronisation with audio-visual productions on a non-exclusive basis subject to Licensor’s approval in each case.
RECORDING(S). Recording(s) which are mixed, fully cleared and suitable for commercial exploitation (together with an instrumental version and stems) shall be delivered to Company (together with Assets, metadata and song lyrics) by the Delivery Date (or such other mutually agreed date). Company shall use reasonable efforts to procure the mastering of Recording(s), any costs of which shall not be charged to Licensor. Company may edit, adapt, modify and adjust Recording(s) (and Assets) to ensure compliance with any technological or DSP and platform requirements. Company may exclude delivery of Recording(s) to digital fingerprinting technologies (including YouTube’s Content ID system) where necessary.
NAME & LIKENESS. Company may use Artist’s professional name, approved portrait, approved biography and approved likeness in all media now known or later developed to promote and exploit Recording(s), Assets and the ASC Album. Such materials delivered to Company by or on behalf of Licensor or Artist shall be deemed approved.
REVENUES. Licensor shall receive the Licensor Share of Revenues and Company shall retain the remaining share of Revenues. “Revenues” means, after deduction of any applicable bank and payment fees, (i) all revenues actually received by Company from digital streaming, single track downloads, synchronisation and other exploitation of Recording(s) not covered by another clause of this Agreement; (ii) a fraction of all revenues actually received by Company for bundled downloads of the ASC Album, the numerator being the number of Recording(s) and the denominator being the total number of recordings (including Recording(s)) on the ASC Album; and (iii) the total of the ‘artist share’ and ‘label share’ of such income (it being acknowledged that Company shall not collect or retain the artist share).
ACCOUNTING. Company shall account to Licensor quarterly during the Term. Provided the balance of Licensor’s royalty account is at least $10 USD, statements shall be accompanied by payment of the Licensor Share of Revenues (subject to deduction of any applicable taxes including withholding tax) which Licensor may receive by sending a valid invoice to Company with payment terms of at least 30 days. Licensor is responsible for any currency conversion costs. If a claim is made (or reasonably anticipated to be made) against Company arising out of or in connection with Licensor’s breach of this Agreement, Company may withhold such portion of the Licensor Share of Revenues as is reasonably necessary to protect against Company’s potential liability.
AGREED COSTS. Licensor shall receive the Licensor Share of Revenues once all mutually agreed costs incurred by Company in respect of Recording(s) (“Agreed Costs”) are fully recouped from the Licensor Share of Revenues. Company shall use reasonable efforts to procure the marketing of the ASC Album, any costs of which shall not be charged to Licensor.
THIRD PARTIES. Licensor shall pay all fees, advances, royalties and other sums (including recording and sample costs) to all third parties associated with Recording(s) and Assets, except for any listed in the Heads of Terms (“Collaborators”) who Company shall, as an accommodation to Licensor and provided Licensor has supplied Company with each Collaborator’s email address, pay the applicable share on Licensor’s behalf during the Term.
COMPOSITIONS. Licensor warrants and represents that all necessary publishing licenses (including mechanical licenses) relating to copyrighted musical compositions embodied in Recording(s) (“Compositions”) shall be granted to Company throughout the Territory and during the Term to facilitate Company’s exploitation of Recording(s). Licensor further warrants and represents that it is solely responsible for the payment of all royalties, fees and other sums (including mechanical royalties) due to publishers and/or authors of the Compositions.
RELEASE. Company shall make Recording(s) available via its streaming platform partners within 6 months of delivery to and acceptance by Company of all recordings to be released as part of the ASC Album (or such other timeframe as determined by Company in its sole discretion).
COLLECTION PERIOD. Company has the exclusive right to collect income from the exploitation of Recording(s) on DSPs and from the public performance (including blanket synchronisation licensing) of Recording(s) for 6 months following expiry or termination of the Term provided the income was earned during the Term. Company also has the exclusive right to collect the fees from any synchronisation license procured prior to expiry or termination of the Term regardless of when such license is finalised. All such income collected shall be deemed Revenues and distributed in accordance with this Agreement.
ASSIGNMENT. Company may assign, transfer and sub-contract the rights in this Agreement without approval to an affiliate or subsidiary of Company or to a person, firm or corporation acquiring all or substantially all of Company’s assets. On expiry or termination of the Term, all rights granted to Company shall revert to Licensor (subject to any continuing licenses granted to third parties during the Term).
WARRANTIES. Licensor warrants and represents that: (a) it has full power and authority to enter into and fulfil its obligations under this Agreement; (b) it has read and understood Company’s Terms of Use and Privacy Policy (as amended from time to time) which are deemed incorporated into this Agreement (with this Agreement taking precedence in the event of a conflict); (c) it owns or controls all rights to Recording(s) and Assets and has obtained any necessary clearances/permissions from third parties of any copyrighted materials embodied therein; (d) it shall not (and will procure that Artist shall not) re-record or reproduce Recording(s) during the Term other than through Company; (e) it shall not assign, transfer, sub-contract or deal with Recording(s) or Assets during the Term; (f) use by Company of any materials delivered hereunder (including Compositions) shall not infringe upon any third party rights; (g) it shall not (and will procure that Artist shall not) publish, post or make available content that may be detrimental or damaging to Company, its business or reputation; (h) it shall not (and will procure that Artist shall not) engage in conduct which Company reasonably believes would reflect unfavorably upon Company’s reputation or is inconsistent with Company’s values or responsibilities; (i) it shall not (and will procure that Artist shall not) change Artist’s professional name during the Term; and (j) it has sought independent legal advice with respect to this Agreement prior to signing.
INDEMNIFICATION. Licensor indemnifies, holds harmless and defends Company, its affiliates, subsidiaries, directors, employees and contractors from any and all claims, losses, expenses, demands, costs and damages (including reasonable outside legal costs) arising out of or in connection with Licensor's breach of any term, warranty, representation or undertaking contained in this Agreement or any error or failure by Company to pay any third party.
CONFIDENTIALITY. Licensor shall not disclose the terms of this Agreement to anyone other than its professional advisors on a strictly ‘need to know’ basis provided Licensor procures that each such person is made aware of and complies with the confidentiality obligations set out above and provided further that Licensor remains primarily liable for any breaching disclosure by such person(s). Disclosure by Licensor is permitted where required by an order of a court or any regulatory, judicial, government or similar body of competent jurisdiction provided Licensor promptly makes Company aware of the same. Licensor shall procure that Artist abides fully by the foregoing confidentiality obligations.
TERMINATION FOR BREACH. Where Licensor breaches this Agreement, Company shall issue a written notice requiring Licensor to remedy the breach within 30 days of the date of such notice (if capable of cure). If Licensor fails to cure the breach within such time frame (or the breach is otherwise incapable of cure), Company may immediately terminate the Term upon further written notice. A breach by Licensor shall include the removal of a Recording(s) from, or the withholding of royalties by, DSPs as a result of any breaching act or omission by Licensor or Artist. Where Company exercises its termination right under this clause 15, Licensor shall on demand repay to Company or otherwise reimburse the Agreed Costs and any other recoupable advances, fees, costs and other sums incurred or paid by Company hereunder (to the extent not recouped from the Licensor Share of Revenues).
APPROVAL. Where any clause is subject to the agreement or approval of one or both Parties, such agreement or approval shall take place in writing (email to suffice, and to be sent to legal@amuse.io in the case of Company). Where Company requests approval from Licensor, such approval shall be deemed given if Licensor does not respond within 48 hours of Company sending such request.
GENERAL. The Parties agree that: (a) this Agreement constitutes the entire agreement between the Parties and supersedes all previous oral or written agreements between the Parties; (b) no delay or failure by Company to exercise any right under this Agreement shall be construed as a waiver of that or any other right; (c) if any provision of this Agreement is ruled invalid or unenforceable by a final judgment of a competent court of jurisdiction, the remainder of this Agreement shall remain in full force and effect; (d) nothing contained herein shall be deemed to create a partnership, joint venture or employer-employee relationship between the Parties and Licensor is responsible for its own tax affairs; (e) the representations, warranties, indemnification and confidentiality obligations in this Agreement shall survive expiration or termination by either Party for any reason; (f) Company shall not be responsible for any delays or failure of performance resulting from acts beyond its reasonable control including but not limited to war, power failures, floods, earthquakes and other natural disasters; (g) where Licensor comprises more than one party, the parties shall be individually and collectively liable under this Agreement; and (h) this Agreement shall be governed by the laws of Sweden and any dispute regarding this Agreement shall be submitted to the exclusive jurisdiction of the District Court of Stockholm, Sweden.