NON-EXCLUSIVE DIGITAL DISTRIBUTION AGREEMENT
This Non-Exclusive Digital Distribution Agreement, (the “Agreement”) between “You” (hereinafter referred to as the “Artist”) and “Song Stork Digital Distribution” (hereinafter referred to as the “DSP”), hereby agree to the following terms and conditions set forth herein;
1. Subject
A. “DSP” provides to “Artist/Label” digital distribution services, in cooperation with a number of its third party digital service providers and partners, in order to distribute the “Artist/Label” catalog of music tracks and music videos, for sale via digital downloads through any possible digital distribution channels available (Amazon Music, Apple Music, Deezer, Napster, Pandora, Spotify, Tidal, YouTube, etc…). “DSP” does also distributes through third party service providers/mobile carriers (Musiwave, Arvato Mobile, T-Mobile, O2, Vodafone, etc…) ringtones in various technical configurations and exploitations, as so-called “Realtones” as well as musical audiovisual recordings as downloads through mobile phones and other handheld devices.
B. “Artist/Label” authorizes “DSP” with the rights to distribute and license “Artist/Label” digital recordings on a non-exclusive basis to its digital retailers, digital music service providers, digital distributors, and aggregators (the “Licensees”) that sell, distribute, deliver, communicate, stream, perform, or otherwise exploit sound and/or audiovisual recordings digitally in transmittable file formats. It is understood that the “Licensees” may re-sell, distribute, deliver, communicate, stream, transmit, perform, or otherwise exploit the digital recordings directly to consumers.
C. “DSP”, its partners, colleagues, and its “Licensees” shall also have the non-exclusive rights to use album artwork and artists’ names, likenesses, producer names, writers names, and biographical material in connection with (i) exploitation of “Artist/Label” recordings and (ii) for licensing on a stand-alone basis, including without limitation for (iii) use as audio/video digital recordings, wallpaper, ringtones and ringbacks (Realtones), SMS, mobile services on mobile handsets and other handheld devices (which income shall be subject to royalty payments pursuant to sections 4 through 6 herein).
D. The rights granted by “Artist/Label” to “DSP” in this agreement exclude all physical manufacturing and distribution in any physical form, now and hereafter, with all rights therein to be retained in their entirety throughout the territory by “Artist/Label”.
E. “DSP” does not guarantee placement of the recordings with any “Licensee”, and “DSP” and its “Licensees” reserve the rights to reject any recordings at its discretion.
2. Non-Exclusive Assignment of Rights
A. Subject to this agreement, “Artist/Label” assigns “DSP” the non-exclusive rights worldwide to offer its digital audio/visual recordings for digital sales purposes through any digital transmittal delivery method, now or hereafter known to the end consumer, including and not limited to the worldwide web.
B. All digital files uploaded and delivered through our digital distribution platform system will be securely stored via data banks controlled by us and our partners and colleagues, the Danmark Music Group LTD (UK).
C. “DSP” shall also have the right to market, promote, and advertise, via the worldwide web, at its discretion, the artists and assets provided by “Artist/Label” under this agreement. Its digital masters, photographs, likenesses, biographical material, bands, producers and/or songwriters, as well as track and/or album names, and album artwork, for promotion, marketing, and advertising purposes.
D. If “Artist/Label” notifies “DSP” by electronic email of an issue with a recording(s) that affects the “Artist/Label” rights to make such digital recording(s) available to “DSP” under this agreement, “DSP” shall remove specified recording(s) from its database, and shall issue takedown notices to its “Licensees” to immediately remove such recording(s) from their systems as well. There shall be a fine of $250 for the 1st offense, and $500 for the 2nd offense, charged to the “Artist/Label” for pulling recordings due to infringements. The “Artist/Label” 3rd offense will warrant an automatic termination of this contract, and “Artist/Label” will lose all of their digital distribution privileges, and any distributed content will be immediately removed from all channels. All royalties will be forfeited as well.
E. “Artist/Label” guarantees upon signing this agreement that this agreement in no way, conflicts or hinders any other existing agreements or contracts that the “Artist/Label” may have. Any legal disputes or costs that may occur due to such existing agreements or contracts between “Artist/Label”, its artists, and other parties, must be resolved at the cost of the “Artist/Label”. The “Artist/Label” holds “DSP”, its distributors, and “Licensees” harmless in any legal disputes or actions.
3. Terms of Agreement
The initial term of this agreement shall be for (1) one year. Thereafter, this agreement shall automatically extend from year to year, unless one party gives the other party notice of termination no later than (60) sixty days prior to the start of a New Calendar Year, or if “Artist/Label” does not renew their yearly membership dues. “DSP” reserves the right at any time.
4. Cost Per Upload / Price Per Download
A. Cost per membership is as follows: ($0) Free with a 80%-20% royalty split in the “Artist/Label” favor. ($15) fifteen dollars per year and the “Artist/Label” get 100% of royalties we collect. Our system will auto generate and assign UPC and ISRC Codes to each song and project as needed. Each project needs just (1) UPC Code, but every song needs its own ISRC Code.
B. This paragraph will serve as a letter of direction from the “Artist/Label” for the “DSP” to authorize its colleagues, Danmark Music Group LTD (UK) to pay to “DSP” directly (100%) one hundred percent of the net amounts, less any fees. “DSP” will then distribute the required amount received from its partners, less any membership fees due. The net amount is defined as the amount received directly or through its designated agents derived from sales and other compensated uses and sales of the Digital Recordings (Audio or Audio Visual) to end consumers. Including, but not limited to, Danmark Music Group LTD (UK) own sales stores and platforms, Song Stork’s own sales stores and platforms, digital aggregators, digital retailers, digital music service providers and digital distributors worldwide (the “Licensees”). The same method applies for each product sold under this agreement, including but not limited to, mobile phones, other mobile phone services, and all handheld devices now or hereafter known as referred to in this contract.
C. Any balance due under one hundred and fifty dollars ($150.00) shall be rolled into the following system analysis, and paid out only when the balance exceeds one hundred and fifty dollars ($150.00). The statements will be sent to the “Artist/Label” email address on file and the net royalty amount due will be transferred into “Artist/Label” PayPal account by “DSP”, less any banking fees, postage, or wire transfer fees.
5. Royalties and Third Parties
A. Through this agreement, “Artist/Label” authorizes “DSP” to appoint its colleagues, the Danmark Music Group LTD (UK) to act as “Artist/Label” authorized Sound Recording (SR) copyright representative, to collect all income deriving from the “Digital Recordings” delivered hereunder, such as income deriving from digital sales and digital reproduction from online websites, mobile devices, and online retailers throughout the territory.
B. “Artist/Label” is solely responsible for the accounting and payment of any royalties due to its licensors, (i.e. Artists, Producers, and other Rights Holders, per this agreement). Artists, Producers, and other Rights Holders are solely responsible for any royalties due to any other Artists, Producers, and or Rights Holders who may be owed royalties for their participation in any of your registered works.
6. Accounting / Statements
A. All statements and payments (pursuant to paragraphs 4 through 6) will be made directly to “Artist/Label” by “DSP” every (3) three months . Statements will be sent to the “Artist/Label” email address on file.
B. “DSP” incoming payments from our colleagues the Danmark Music Group LTD (UK) will be paid in Euros, and subject to the then current bank conversion rates, taxes, and fees, where applicable.
C. “Artist/Label” shall have the right to audit Song Stork’s books, at “Artist/Label” expense, once every (3) three years, at the place that the “DSP” maintains such records, during normal business hours, with a (60) sixty day notice in writing.
D. Any objection relating to accounting payments or statements, must be made within (30) thirty days from the date of the statement in question. “Artist/Label” hereby waives any longer statute of limitations that may be permitted by law.
7. Confidentiality
A. “Artist/Label” agrees that it shall not distribute this agreement or utilize it for any other purpose other than to facilitate the business relationship by and between “Artist/Label” and “DSP”.
8. Warranties and Indemnities
A. “Artist/Label” warrants and represents that it has the right and authority to enter into this “Agreement” and to grant “DSP” all rights specified herein; all of the recordings and music on the recordings, artwork, metadata, videos and any other material furnished by “Artist/Label” to “DSP” or relating to the recordings including samples in the recordings and music, and that (i) “Artist/Label” has obtained all necessary third-party consents, clearances, licenses agreements and permissions necessary to enter into and fully perform its obligation herein; and (ii) any recordings delivered by “Artist/Label” to “DSP” shall not, in whole or in part, infringe on the copyrights or other rights of any person or entity; (iii) and that “Artist/Label” owns or controls the necessary rights in order to make the grant of rights, licenses and permissions herein, and that the exercise of such rights licenses and permissions by the “Artist/Label” hereto shall not violate or infringe the rights of any third party; and that (iv) “DSP” shall have the right to exploit the same in all manners hereunder free from adverse claim and without any obligation to make any payment of any nature to any person or entity, other than the amounts due to “Artist/Label” as defined in this agreement.
B. “Artist/label” hereby indemnifies, defends, and holds “DSP” and its partners, colleagues, officers, stockholders, employees, aggregators, distributors, online stores, and their affiliates harmless from all claims made by any third party, including and not limited to: (i) any losses, liabilities, damages, cost or expenses (including attorney’s fees and cost) due to: (ii) a breach of any warranty, representation, covenant or obligation granted to “DSP” by “Artist/Label” under this agreement.
C. “Artist/Label” will be solely responsible for any and all issues that may arise from any unlicensed and/or unauthorized content that is ingested, uploaded, and delivered digitally through the system platform being provided by “DSP” to “Artist/Label” under this agreement; including and not limited to legal cost and/or other charges that could result from unauthorized content distribution by “Artist/Label”. Such charges if incurred shall be immediately due and payable to “DSP” by “Artist/Label” upon request.
9. Miscellaneous
A. (i) “Artist/Label” shall acknowledge “Song Stork” as its non-exclusive digital distribution provider, and (ii) “Artist/Label” shall not by any method now or hereafter known during the term of this agreement, represent or advertise themselves in any manner whatsoever throughout the universe that competes with “DSP” business model and/or services they offer.
B. (i) “Artist/Label” will not for any reason whatsoever, directly contact or conduct business with any of the “DSP” partners, associates, representatives, clients, or stockholders without requesting and obtaining authorization in writing from the “DSP”. (ii) This paragraph shall remain in effect for the term of this agreement, and (iii) shall survive the expiration of this agreement by a period of (2) two years.
C. Any suspected issues regarding any digitally distributed releases must be addressed by “Artist/Label” in writing to “DSP”, and vice versa.
D. All notices with respect to this agreement in its entirety shall be given by electronic email, to the addresses listed on file.
E. If any part of this agreement shall be determined to be invalid or unenforceable by a court of competent jurisdiction, and having jurisdiction to make such determinations, the remainder of this “Agreement” shall remain in full force and effect.
F. With the exception of paragraph 9 “Section E” neither party shall be deemed in breach of this “Agreement” unless the other party has given the breaching party notice in writing, and the breaching party has failed to cure such breach within (30) thirty days after receipt of such notice. The aggrieved party shall only be entitled to amounts reasonably related to the breach in question, and no penalties or damages shall be awarded to either party, except those listed in paragraph 2 “Section D”.
G. (i) This “Agreement” embodies the entire “Agreement” between the parties as stated herein, and supersedes any and all previous understandings and agreements between the parties, whether oral or in written regarding the subject matter hereof. (ii) This “Agreement” does not create a partnership or joint venture. (iii) This “Agreement” shall not be binding, nor shall any changes or modifications to this “Agreement” be binding.
H. Governing Law; Exclusive Venue. This “Agreement” shall be governed by the laws in the State of Florida, and are subject to the exclusive jurisdiction of the U.S. District Court for the Southern District of Florida, the Circuit Court of Miami / Dade County, to hear any disputes arising out of or relating to this “Agreement”.
IN WITNESS WHEREOF, the parties hereto have executed this “Agreement” on the date/time the Membership was purchased and listed on the Song Stork Website, with all due diligence.
Welcome To Song Stork Worldwide Digital Distribution!