GLOBAL MUSIC DIGITAL

DISTRIBUTION AGREEMENT

 

The following, dated as of the date listed on the signup form (located at https://GlobalMusicDigital.com/signup) (the “Effective Date”), when signed by (“Client”) and Global Music Digital. (“GMD”) shall constitute the agreement (the “Agreement’) whereby Client grants to GMD the exclusive right to digitally distribute Client’s Content (hereafter defined). Agreeing to the Terms of Service on the sign-up form located at https://GlobalMusicDigital.com/signup will constitute the signing of this agreement.

Capitalized terms are defined on Schedule 1 attached to these Terms and Conditions. The Download Content, Mobile Content and Video Content shall sometimes hereinafter be referred to as the “Content.”

  1. Term: The term of the Agreement shall be for Two (2) years (the “Initial Term”). After the Initial Term, either Party may terminate the Agreement upon Ninety (90) days written notice to the other.

  2. Territory: The Universe, excluding any restricted territories specified by Client on Exhibit A.

  3. Grant of Rights: Client hereby grants GMD the following rights in and to the Content during the Term throughout the Territory:

    1. The exclusive electronic, digital and mobile rights in the Content to create digital and electronic copies for GMD Retailers and to copy, reproduce, display, publicly perform, host, distribute, sell and transmit the Content via all electronic, digital and mobile platforms owned or controlled by GMD Retailers.

    2. Without limiting the foregoing, Client hereby grants to GMD the exclusive right throughout the Territory, during the Term and with regard to GMD Retailers to:

      1. release, advertise, distribute and sell electronic files or the equivalent electronic forms of the Content and to permit GMD Retailers to do so;

      2. print, publish, disseminate and otherwise use and permit GMD Retailers to use the NIL Materials for the purposes of trade, advertising and other exploitations solely in connection with the marketing, sale and exploitation of the Content. All NIL Materials provided by Client to GMD shall be deemed approved. All material provided by Client to GMD may be edited to fit the format of the specific use without further approval from Client.

      3. sub-license the rights granted by Client to GMD in this Agreement as necessary to GMD Retailers solely to fulfill the purposes of this Agreement, including but not limited to those rights necessary to promote, market, advertise, distribute and sell the Content to consumers. GMD grant of rights to GMD Retailers or use of the Content shall always be subject to the terms and limitations of this Agreement;

      4. perform the Content (but excluding the Mobile Content) in streaming format on: internet radio, social networking sites, websites owned or controlled by GMD Retailers, GMD's website or other digital and internet outlets and, in that regard, to edit the Content into shorter works (as short as fifteen seconds [:15]) for the discovery and exploitation of the Content without further approval from Client, provided that such edits are necessary and within the scope of industry-standard activity;

      5. solely with respect to the Mobile Content, to: A) edit the Mobile Content into shorter works (as short as five seconds [:05]) in order to create ring tones, ring back tones, true tones, and Video Tones and to digitally transform the Mobile Content into transmittable digital data without further approval from Client, provided that such edits are necessary and within the scope of industry-standard activity (“Mobile Tones”); B) distribute, deliver, upload, Download and otherwise transmit the Mobile Tones for sale to consumers over the internet or over a transmission network (e.g., SMS or WAP or other device interface) owned or controlled by GMD Retailers for transfer to a consumer’s individual telecommunications device solely for consumer’s personal, non-commercial use; C) publicly perform the Mobile Content in streaming format on websites (including social networking sites), other internet outlets for the discovery and exploitation of the Mobile Content, carrier decks owned or controlled by GMD Retailers on a gratis basis for purposes of promoting the sale of the Mobile Content;

      6. publicly display and make available for Download as part of the sale of the Masters, the lyrics of the Compositions; and

      7. assign ISRC or UPC codes to new Content (not previously assigned an ISRC) upon Client’s request on a Track-by-Track basis.

      8. GMD is entitled to assign, sell or transfer in whole or in part their rights under this agreement to any third party

  4. Payment

    1. GMD shall pay Client the percentages of Revenue (“Revenue Share”) as outlined on Exhibit B. If mutually-agreed by the Parties in writing (including via email), Revenue Shares may be adjusted or service fees may be assessed on a per project basis, for example, in consideration of Client’s utilization of additional supplementary services from GMD. The amount of any such service fees shall be recoupable from one hundred percent (100%) of Revenue hereunder.

    2. For the purposes of this Agreement, “Revenue” means income actually received by or credited to GMD that is derived from the exploitation of the Content. Revenue that is received by GMD may have been subject to taxes, surcharges or fees imposed by government agencies or GMD Retailers or partners before it is received by GMD, however, once received by GMD, there shall be no further deductions from Revenue unless otherwise noted. GMD shall have no obligation to pay Client for Revenue which GMD has not actually received until such time as GMD receives such Revenue.

    3. Revenue Shares shall be paid quarterly (March, June, September and December) within ten (10) days following the end of the quarter. Each payment will be accompanied by a detailed statement showing all sales and other Revenue-generating exploitations of the Content. If Client has not received payment or a statement indicating that no payment is due within five (5) business days of the due date, Client shall advise GMD that Client has not received payment or a statement. GMD shall investigate the situation and assure that payment or a statement is sent to Client. In no event shall GMD be deemed in breach of its payment obligations under the Agreement if Client has not received payment or a statement, however, GMD may be deemed in breach of its payment obligations if GMD fails to make payments or provide a statement within thirty (30) days of receiving notice from Client as outlined above.

    4. No payment shall be made to Client in any period when less than the following is due and payable to Client: (i) Twenty Five Dollars ($25) for payment by PayPal, wire transfer or check. In the event payment is not made to Client for this reason, such amounts will accrue to Client’s account and shall be paid in the first quarter in which Client’s account reflects a balance greater than the stated minimum payable amounts.

    5. All payments to Client from GMD under the Agreement shall be made via one of the following forms of payment in order of preference: PayPal; wire transfer; or paper check. For PayPal and wire transfers, Client shall be responsible for all costs and fees associated with these types of payment. If GMD incurs costs and fees at the time of payment to Client via PayPal or wire transfers, all such fees and costs shall be deducted from the amounts payable to Client at the time such payments are made.

    6. The following payment will be made by Client in advance for distribution of Clent's content: Nine Dollars and Ninety Nine Cents ($9.99) for a single, Nineteen Dollars and Ninety Nine Cents ($19.99) for an EP, and Twenty Nine Dollars and Ninety Nine Cents ($29.99) for an album. The option to open a Label Account with GMD is available to clients wishing to release content from multiple artists. A minimum of four (4) albums, or eight (8) singles must be submitted together in order for a new Client sign up as a Label. There are no album minimums for current Clients to upgrade to a Label account. A one time fee for this, of One Hundred Fifty Dollars ($150) shall be payable in advance. If Client wishes to remove (Take Down) content from GMD Retailers, Client will be charged Ten Dollars ($10) for each single, Fifteen Dollars ($15) for each EP, and Twenty Dollars ($20) for each album Take Down.

     

  5. Accountings & Audits

All statements shall be binding upon Client and not subject to objection by Client unless specific objection in writing, stating the basis thereof, is given to GMD within two (2) years from the date the statement is rendered. Client shall have two (2) years from the date each statement is rendered to conduct an inspection of GMD's books and records specifically relating to Client’s sales and payment activity. Such inspection shall take place at the location where GMD normally keeps such books and records and shall be conducted during normal business hours. All such inspections shall be made upon a minimum of thirty (30) days’ prior written notice to GMD. Client may only inspect records relating to each statement once and may only conduct an inspection once a year. In accounting to Client, GMD shall have the absolute right to rely upon the statements it receives from third parties and shall not be liable in any manner whatsoever for any error, omission or other inaccuracy of any such statement(s) or information received by GMD, provided GMD does not know or has no reliable business reason to know of an error, omission or other inaccuracy in such third party statement or information.

  1. Confidentiality

    GMD and Client shall keep the terms and conditions of the Agreement confidential both during the Term and thereafter, and shall not disclose any information concerning the terms and conditions of the Agreement to any other person or entity. Each Party may refer generally to the existence of the Agreement but shall not reveal the terms and conditions of the Agreement, including but not limited to the payment provisions, other confidential information, proprietary information, business plans, business models, customers, clients, technology, products or any other information which either Party identifies as confidential (collectively, the “Confidential Information”) without the prior written consent of the other Party. Either Party may disclose the Confidential Information on a “need to know” basis to its attorneys, financial and other advisors who are under a duty of confidentiality to the disclosing Party without the prior written consent of the other Party so long as those agents are informed of this Confidentiality provision and agree to be bound by it and maintain the Confidential Information confidential. If required by law or governmental regulation, either Party may disclose the Confidential Information only after it provides the other Party with notice of the potential disclosure and the other Party has the opportunity to narrow the information to be disclosed or dispute the disclosure. In the event GMD receives notice of any Rights Disputes related to Content, GMD may provide sales information solely with regard to the Content under dispute without being in breach of this Agreement. Client shall not make or issue any press release regarding this Agreement or its subject matter without the prior written approval of GMD.

  2. Representations and Warranties

    1. Client represents and warrants that:

      1. Client has the full right, power and authority to enter into and fully perform all of its obligations under the Agreement and to grant GMD the rights granted in the Agreement, including, without limitation, the rights to use the Content as authorized in the Agreement. Client possesses all rights in and to the Content to authorize GMD to exploit the Content as granted in the Agreement. Client has not granted and will not grant or attempt to grant to any other person, firm, corporation or entity rights of any kind which would in any way impair the rights granted to GMD under the Agreement;

      2. The Content contains no unauthorized Samples;

      3. The Content and the sale, distribution and exploitation of the Content, the NIL Materials, the Releases (as applicable) and any uses of the Content, the NIL Materials and the Releases as authorized in the Agreement shall not violate any law or infringe upon any common law or statutory rights of any third party, including without limitation contractual rights, copyrights, trademarks and rights of privacy or publicity of any party;

      4. Client has obtained all licenses, permissions and other rights necessary for the authorized uses of the Content, the NIL Materials and the Releases (as applicable) under the Agreement;

      5. Client shall make any and all payments due to artists, producers, musicians, performers, writers, publishers and applicable unions, guilds, collectives, other groups and all other third parties whose work or performances are embodied on the Content and on all artwork submitted by Client, and Client acknowledges that GMD shall not be obligated to make any payments whatsoever to Client or to any third parties other than the payments as detailed in Exhibit B; for the avoidance of doubt the Client shall be solely responsible for obtaining and reporting of payment for mechanical licenses on sales within the USA to the owners and/or publishers.

      6. Client shall not make its user name and password to the Client Console available to any party who is not specifically authorized by Client to act on its behalf and to make binding decisions on Client’s behalf; and

      7. If Content has already been assigned an ISRC or UPC, then Client shall list same previously-assigned ISRC or UPC on Exhibit A. Client shall not request new ISRC or UPC codes be assigned to same Content, and Client shall use all ISRC or UPC codes assigned new Content by GMD in subsequent exploitations of same Content.

    2. GMD represents and warrants that:

      1. GMD has the right, power and authority to enter into and fully perform its obligations under the Agreement;

      2. GMD shall, at its sole cost and expense, encode and deliver the Content to be distributed to GMD Retailers. Notwithstanding the foregoing, Client must deliver the Video Content to GMD in a digitized format that is of a quality acceptable to GMD and GMD Retailers, if Video Content is not delivered in the required format all fees for encoding the Video Content shall be borne by Client, provided Client will be given opportunity to rectify any issues prior to charges being applied.

  3. Indemnification

    1. The Client (the “Indemnifying Party”) will indemnify, defend and hold harmless The Company and its affiliates, their respective officers, directors, employees and agents (“Indemnified Party”) from and against any and all losses, liabilities, claims, obligations, costs and expenses (including reasonable outside attorneys’ fees) which result from or arise in connection with or are related in any way to a third party claim resulting from a breach by the Indemnifying Party of any of its representations and warranties in the Agreement.

    2. If a third party asserts a claim or allegation which, if proven, would constitute a breach by the Indemnifying Party of any of its representations, warranties, covenants or obligations under the Agreement (each, an “Indemnification Claim”), the Indemnified Party shall promptly notify the Indemnifying Party in writing (“Indemnification Notice”). After receiving notice of an Indemnification Claim, if Client is the Indemnifying Party hereunder, Client may control the defense of the Indemnification Claim and shall be responsible for all legal costs and expenses associated with the defense of the Indemnification Claim on behalf of Client and GMD. If Client does not provide GMD with written notice of Client’s intent to control the defense of the Indemnification Claim, or Client fails to respond within a period of seven (7) days from the date of receipt of the Indemnification Notice, GMD shall be entitled to control the defense of the Indemnification Claim, and Client shall reimburse GMD’s reasonable outside legal costs and expenses incurred in defending the Indemnification Claim. Client acknowledges and agrees that GMD shall be entitled to withhold from any amounts payable to Client under this Agreement such amounts as may be reasonably related to the potential liability in issue, including reasonable outside legal costs and expenses incurred from defending the Indemnification Claim; provided that GMD shall release all amounts withheld if the Indemnification Claim is withdrawn or resolved or if no court proceedings are issued within a period of twelve (12) months from the date of the Indemnification Notice unless GMD can demonstrate that there are reasonable grounds for believing that court proceedings may commence after such twelve (12) month period. Notwithstanding the foregoing, in the event that Client posts a surety bond approved by GMD with regard to form, amount and bonding company to cover Client’s potential liability in issue, including reasonably anticipated outside legal costs and expenses for defending the Indemnification Claim, GMD shall not withhold any amounts payable to Client pursuant to the Agreement. The failure or delay in providing Indemnification Notice shall not relieve the Indemnifying Party of its obligations except to the extent the Indemnifying Party is materially prejudiced by the failure or delay of an Indemnification Notice. In the event that three (3) Rights Disputes are asserted against Client within a thirty (30) day time period, Client agrees to pay GMD a legal fee of one hundred and fifty US dollars ($150) for any additional claims or allegations during said time period. All such legal fees shall be deducted from Client’s Revenue Share under this Agreement. Among other things, Client shall specifically indemnify GMD from and against all third party liability resulting from any of the following:

      1. Authorized use of the Content, the NIL Materials and the Releases, as applicable, as granted under the Agreement which may constitute infringement of copyright, trademark and or violate the rights of privacy or publicity of any third party; and

      2. Claims brought against GMD for non-payment or insufficient payment to third parties which Client is obligated to pay.

c. Despite all diligence on the part of the processor and GMD, it is not possible under the current state of the art to create software that will operate error free under all conceivable circumstances. The object of the Agreement is therefore to provide software that is generally usable only in accordance with its description and instructions. The description of the Service provides no assurance or warranty of product characteristics in a legal sense.

d. GMD, the processor, and their agents and representatives are not liable for any consequential or indirect loss (including without limitation lost or anticipated revenues or profits. Pure economic loss and loss of business) suffered by The Client,. Whether this loss arises from a breach of duty in contract or in any other way (including a loss arising from The company’s negligence)

e. In accordance with the provisions above, GMD will not be liable for any lack of performance results in the use of data processing systems, lost profits, failure to provide the intended savings, any direct or consequential damages caused by viruses, or for the recovery of data. Other arrangements will apply in the case of data recovery only if the Client has fulfilled its duty to mitigate loss, and the data can be reconstructed from machine-readable material with reasonable effort and expense.

f. If GMD has made an assurance on an individual basis that the Service will have a specific feature, quality or characteristic, then liability will not extend to consequential damages caused by a defect that it is not covered by this assurance.

  1. Termination

    1. The Agreement may be terminated upon notice to the other Party if a Party becomes insolvent or makes an assignment for the benefit of creditors, or if proceedings in voluntary or involuntary bankruptcy are instituted on behalf of or against a Party or, if a receiver or trustee of a Party’s property is appointed.

    2. During the Term, Client may upon thirty (30) days written notice to GMD terminate the Agreement with respect to any particular piece of Content without affecting the Agreement for the remaining Content; provided, however, that in the event the Content is being terminated or removed from a GMD Retailer and GMD is obligated to provide a longer time-frame for removal of Content, GMD shall so advise Client and Client shall afford GMD the period of time to which it is bound without being in breach of this provision or the Agreement, but in no event shall such period exceed sixty (60) days.

    3. Upon termination or expiration of the Agreement for any reason, the rights granted to GMD under the Agreement shall automatically revert to Client, and GMD shall cease all use and distribution of the Content and shall demand that GMD Retailers cease all use and distribution of the Content. GMD shall promptly delete all forms of the Content from its website and demand that GMD Retailers delete all forms of Content from their websites within sixty (60) days of termination of the Agreement.

  2. Survival of Revenue

Upon expiration or termination of the Agreement, all Revenue received by GMD for the Content shall continue to be subject to the payment provisions outlined in the Agreement for so long as GMD receives such Revenue. After termination or expiration of the Agreement, the minimum payment threshold referenced in the payment provision of the Agreement shall not apply and GMD shall pay Client its percentage of all Revenue received regardless of the amount payable. In the event that GMD receives any residual Revenue post-termination, and after the final payment is made to Client, GMD shall send any statements and payments due to Client for said residual Revenue on a quarterly basis (i.e. within 10 business days of March 31st, June 30th, September 30th, and December 31st of each year).

  1. Mediation & Arbitration

If a dispute arises out of or relates to the Agreement, or if there is a breach of the Agreement, and the dispute cannot be settled or resolved, then the dispute or breach shall be settled by arbitration. This Agreement shall be deemed to have been made in the State of Michigan, United State of America, and its validity, construction, performance, and breach shall be governed by the laws of the State of Michigan applicable to agreements made and to be wholly performed in the State of Michigan.

  1. Distribution Procedure

    1. Under no situation or circumstance shall GMD be required to accept any or all sound recordings, videos, visuals and other materials submitted by Client. Client has none of the rights granted under the Agreement unless GMD officially accepts submitted materials as Content in writing (including via e-mail) or GMD exploits the Content under the terms of the Agreement. GMD will use reasonable efforts to make the Content available for sale on third party services, carriers, websites or other platforms but makes no guarantee as to the timeliness of such availability or the manner in which it is presented by GMD Retailers to the public. Client understands and agrees that GMD shall not be liable for any actual or potential lost revenue due to a delay or failure to have the Content available via third party services, carriers, websites or other platforms; however, GMD will work with Client and GMD Retailers to facilitate as many of Client’s preferences as possible.

    2. Upon execution of the Agreement, Client will have an online account with GMD known as the Client Console. The Client Console is a direct form of information and communication between Client and GMD. Client will see Client’s activity with GMD Retailers from the Client Console. Client will also receive notices and information about new GMD Retailers, as they are added and other notices from GMD on the Client Console.

    3. In the event of new organizations being added as GMD Retailers under this Agreement (each, a “New Retailer”), Client's content shall be made available to the New Retailer.

     

  2. Copyright

    a. The Service is protected by copyright. The transfer or distribution of the Service over a network or by means of remote data transmission is unauthorized, and, if done without the consent of GMD, may result in consequences under civil and criminal law.

    b. Following the termination of the Agreement, the Client will be granted a period of grace in which they can remove all data from GMD. This period shall be a minimum of seven (7) days. After this period the Client shall no longer be granted access to the GMD system, furthermore no audio or data previously held in the Client system shall be stored by GMD.

    1. The Client is not authorized to reverse engineer, decompile, disassemble or otherwise modify any parts of the Service. Furthermore, the accompanying written documentation may not be reproduced in any form, nor may any derivative works be created from it.

    2. GMD uses cookies to store information about each visit to the GMD website. These do not include any personal details.

    1. The Client IP address will be logged on each visit to the site to allow us to prevent misuse.

    2. The Client is not authorised to resell or charge others for the use of the GMD.

  1. Miscellaneous

    1. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement

    2. In entering into and performing the Agreement, Client and GMD each have the status of independent contractors. The Agreement shall not be deemed to create a partnership or joint venture between the Parties and neither is the other’s partner or employee.

    3. This Agreement contains the entire understanding between the Parties with respect to the subject matter of the Agreement. The Agreement supersedes and replaces any prior oral or written agreements or understanding between the Parties. The Agreement may only be modified, altered or amended by a written agreement signed by all Parties. For purposes of this provision, a written modification, alteration or amendment shall include e-mail transmission with proof of receipt and acceptance by the receiving Party.

    4. Client agrees that it enters into the Agreement with all knowledge of its terms, freely and voluntarily and with a complete understanding of all the consequences of entering into the Agreement. Client acknowledges that it has been represented in the negotiation and execution of the Agreement by an independent attorney of Client’s choice who is familiar with the practices of the entertainment and new media industry or Client has willingly refrained from so doing.

    5. This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan without giving effect to any choice of law principles.

    6. All notices and communication desired or required between the Parties may be made via e-mail transmission; provided, however, that the sending Party obtain proof of receipt of such communication by the recipient either by return letter, e-mail or fax. Notices that relate to any claim referenced in the Indemnification provision as well as all notices of termination shall be given in writing and delivered either personally or via an overnight commercial carrier which provides proof of delivery all with the charges prepaid by the sender.

    7. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of a signed counterpart of a signature page to this Agreement by facsimile or other electronic means shall be effective as delivery of a manually executed counterpart of this Agreement.

    8. Any words following the terms "including", " include"," in particular" or "for example" or any similar expression within this agreement shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

Client has read these Terms and Conditions and agrees to be bound by them. Agreeing to the Terms of Service on the sign-up form located at https://GlobalMusicDigital.com/signup will constitute the signing of this agreement. The date listed on the same signup form will be the start date of this agreement.


 

Schedule 1

Definitions

Capitalized words and phrases in the Agreement have the following meanings. Not all defined terms may apply to all services:

This or the “Agreement” means the Terms and Conditions and all Schedules, Exhibits and Addenda.

“Album” means a meaningfully-grouped collection of Masters indicated by Client on Exhibit A.

“Client(s)” means any entity that has granted Client all rights required under this Agreement for the sale and distribution of Content on their behalf.

“Compositions” means the compositions embodied on the “Masters” as well as the copyrights in and to the Compositions.

“Content” means the Masters, the Compositions, the Download Content, the Video Content and the Mobile Content, collectively or in any combination which Client submits to GMD and are listed on Exhibit A as the same may be updated and amended.

“Distributor” means Client, acting on behalf of its Client(s), if any.

“Download” means a digital transmission of a download of the Content to a local storage device (e.g., the hard drive of the user's computer or a portable device), whether subject to time or use limitations or not or whether permanently available for listening an unlimited number of times (unless deleted by the user) or available for a limited period for listening a limited number of times.

“Download Content” means the Masters and the Compositions provided to GMD by Client which is available for full track Download, including OTA delivery.

“DPD license” means a Digital Phono Delivery license, which is a license to sell a Download of a Composition.

“Effective Date” means the date the Agreement between GMD and Client goes into effect as indicated on the first page of the Agreement and which may or may not be the date on which the Parties execute the Agreement.

“Initial Term” means one (1) month from the Effective Date of the Agreement.

“GMD” means Global Music Digital and is the licensee of the Content.

“GMD Retailer” means an entity with whom GMD has or enters into agreements during the Term for the distribution and exploitation of content to consumers,

“Client” means the entity described on the first page of the Agreement who owns or controls the Content, acting on its own behalf or in its capacity as Distributor, as applicable.

“Masters” means the sound recordings as well as the copyright in and to the sound recordings listed and provided on Exhibit A.

“Mobile Content” means the Masters, the Compositions, the Wallpapers, the Video Tones, the Ringtones, the Ringbacks, the Truetones and the Releases to a consumer’s personal portable device other than a personal computer.

“Mobile Delivery” means the method of transmission of the full Download Content or Video Content delivered “over the air” to a consumer’s personal portable device other than a personal computer.

“NIL Materials” means the approved likeness, biography, photos and other approved promotional materials provided by Client, including the professional name use by Client and the names of others whose work is embodied on the Content, including the Performer.

“Over-The-Air” or “OTA” means the method of transmission of the full Download Content or Video Content delivered “over the air” to a consumer’s personal portable device other than a personal computer.

“Party” refers to either of the two entities that enter into the Agreement, including GMD and Client as described on page one of the Agreement.

“Performer” means any person whose musical, vocal, production services or photographic services, including video photographers and editors, as well as any director, producer, actor or speaker whose work is embodied on the Content.

“Proprietary Materials” means the persons, places, names, likenesses, images, works of art, trademarks, logos and subjects which appear on the Visuals.

“Release” means all the permissions, in writing, required for use of the Proprietary Materials under the Agreement.

“Renewal Term” means the successive one (1) year periods after the Initial Term which are automatic immediately upon the expiration of the Initial Term, unless either Party terminates after the Initial Term.

“Revenue” means income actually received by or credited to GMD that is derived from the exploitation of the Content. Revenue that is received by GMD may have been subject to taxes, surcharges or fees imposed by government agencies or GMD Retailers before payment is received by GMD, however, once received by GMD, there shall be no further deductions from Revenue unless otherwise noted. GMD shall have no obligation to pay Client for Revenue which GMD has not actually received until such time as GMD receives such Revenue.

“Revenue Share(s)” means Client’s percentage of Revenue as outlined on Exhibit B.

“Rights Dispute” means any notice, claim or allegation from a third party claiming ownership of Content (in full or in part) or the right to receive income therefrom.

“Samples” means any portion or interpolation of a third party master recording or composition, video or other material, or portions thereof whether musical, lyrical or otherwise, not owned or controlled by Client.

“Streaming” means a digital transmission of the Content to allow a user to listen to such Content, that is configured by the provider of such transmission in a manner designed so that such transmission will not result in a substantially complete reproduction of the Content being made on a local storage device (e.g., the hard drive of the user's computer or a portable device) so that such reproduction is available for listening other than at substantially the time of the transmission.

“Term” means the Initial Term and the Renewal Term(s), collectively.

“Territory” means the Universe, excluding any restricted territories specified by Client on Exhibit A.

“Track” means the Master(s), including the Composition(s) embodied therein.

“Video Content” means the Visuals, Performers, the Proprietary Materials and the Releases, collectively.

“Video Tone” means audio visual recordings or other visual content capable of being edited for Download or other form of transmission to a consumer mobile device.

“Visuals” means the video, film, footage, clips, television programs, music videos, photographs, art, movies or other visual media owned or controlled by Client, including the copyrights in the same, which Client submits to GMD and are listed on Exhibit A as the same may be updated and amended.

“Wallpaper” means visual images and artwork, whether static or animated, which are capable of being transmitted to a consumer mobile device, are owned or controlled by Client and are submitted by Client to GMD for use under the Agreement.

Exhibit A

Information about the Masters is to be listed by Client on the spreadsheet provided by GMD upon execution of the Agreement, or entered manually by Client in the Client Dashboard.

Information about the Compositions, including: publisher names and addresses, writers names and addresses, public performance affiliations and the percentages of each Composition owned or controlled by Client and the lyrics, are to be listed by Client on the spreadsheet, or entered manually by Client in the Client Dashboard.

Information for each Visual and for each Performer and for each Release is to be listed by Client on the spreadsheet, or entered manually by Client in the Client Dashboard..

Client will only include and submit to GMD Content which is applicable to the Agreement.

Client may provide additional Content to GMD during the Term by sending copies of the Content along with all ownership, publishing and other information regarding the Content to GMD, via email, or via the Client Dashboard as applicable, however, only upon GMD written confirmation (which may include e-mail) that such material is being added to the above list (or if GMD exploits the submitted material then it shall be deemed approved by GMD and thereby become Content under the Agreement). Only that material received and accepted by GMD in writing or by its exploitation will immediately become Content and fall under the terms and conditions of the Agreement.

Please refer to the Excel spreadsheet which shall be provided upon execution, or the Client Dashboar) for instructions as well as the required submission format.


 

Exhibit B

Revenue Shares

GMD shall pay Client the following percentage of Net Revenue:

1. For Revenue received for Download Content and for Streaming of Download Content:

Ninety Percent (90%)

2. For Revenue received for distribution of Video Content:

Ninety Percent (90%)

 


Exhibit B-1

For the purposes of the Agreement, all payments from GMD to Client shall be made payable, via PayPal, to the email address listed on the signup form.

GMD may agree to pay via Bank Transfer.

 

Changes to the designated payee, bank or bank account number or to the mailing address shall be submitted in writing to GMD at least two (2) weeks before such changes are to take effect. If a check is sent and Client requests a new check with a different payee or sent to a different address then bank fees associated with canceling the initial check shall be deducted from the amount sent.

 

For the purposes of general communication between GMD and Client, the Client can be reached at the email address listed on the signup form.

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