Terms and Conditions
This agreement confirms the exclusive agreement between “TunePays” (“we” or “Company), and “you” (“Rightsholder”) with respect to our exclusive representation of your sound recordings and/or musical compositions defined as the “Catalog” in Paragraph 1 below, and in the Territory of the World (the “Territory”).
This agreement shall involve those “Sound Recordings”, “Musical Compositions,” or other material (for example, Artworks, Music Videos, etc. .) (or portions thereof), presently owned or controlled, fully or partially, by you or hereafter acquired by you during the Term (defined below) (the “Catalog”). Schedule “A” attached is a list of current Catalog contents, and shall be amended to include additional material you provide to us from time to time. Communication by eMail shall be sufficient for the purposes of approving additional material to be included as part of Schedule “A”. For the purposes of this Agreement, all such Sound Recordings, Musical Compositions, and other materials shall be collectively referred to as the “Catalog”.
The term of this Agreement will begin as of the date above, and shall continue for a period of five (5) years (the “Initial Period”). Upon expiration of the Initial Period, the term of this agreement shall automatically be renewed for additional consecutive periods of one (1) year in each instance unless either party terminates the term by written notice, to be received at least thirty (30) days prior to the expiration date of the then current period, in which event the term will no longer be automatically renewed. The Initial Period and any renewals and extensions thereof shall be referred to in this Agreement as the “Term”. Notwithstanding the conclusion of the Term, we shall be exclusively entitled to collect in perpetuity the Revenues (defined below) and be paid our Commission (defined below) and expenses from all Digital Agreements, Usage Agreements, or Remix Agreements entered into or negotiated by us or otherwise obtained by us or offered to us during the Term in the Territory, regardless of whether payment is collected during or after the conclusion of the Term. You also acknowledge that the Usage Agreements may be of a duration or “term” exceeding the Term hereof.
Grant of Rights.
You hereby grant to us the following rights on an exclusive basis:
- Online Distribution / Collection of Online Income: We shall have the exclusive right, during the Term, on your behalf, to distribute, administer, and market your Catalog on all audio, video, or audiovisual digital platform throughout the world, including the right to “claim” any of your Catalog contents on all such platforms now existing or hereafter created, including (but not limited to): YouTube, Spotify, iTunes, Apple Music, Amazon Music, Google Play, Deezer, Facebook, Twitter, Instagram, Flipagram, Musical.Ly, Groove, Napster, IHeartRadio, Simfy, Medianet, pandora, Vervelife, TIDAL, GraceNote, Vimeo, Shazam, 7Digital, Juke, Slacker, KKBox, akazoo, anghami, etc. . . All such agreements shall be referred to in this contract as “Digital Agreements”. With regard to YouTube, our rights include the right to identify, "claim" and "monetize" videos containing your Catalog Contents by allowing the display of advertising.
- Film and TV Usage Rights: We shall have the exclusive right, during the Term, on your behalf, to solicit from, secure placements, and execute agreements with third parties for the usage of the contents of the Catalog, either alone or in time-relation and synchronization with visual materials owned or controlled by others, in any and all media now known or hereafter devised, including (but not limited to) online, television, motion pictures, radio advertisement, motion picture trailers, industrial films, and advertisements of any kind, video games, arcade games, computer games, web sites, ring tones, call back tones, and any other placements in all media now known or hereafter devised, and any recorded material in connection with any of the foregoing usages such as soundtracks and other material derived therefrom. All such agreements shall be referred to in this contract as “Usage Agreements”. The usages described in this Paragraph are not intended to limit the media or the types of uses in which you are granting us the right to solicit and secure Usage Agreements, unless specific limitations are listed in this Agreement.
- REMIX Agreements: We shall have the exclusive right, during the Term, on your behalf, to solicit, grant rights to others to create remixes, to commission remixes, and find other opportunities of any kind for the contents of the Catalog (or any portion thereof) to create remixes and other adaptations of the Catalog in any and all media now known or hereafter devised. In connection with the foregoing, we shall have the right to substitute new titles for any of the Compositions, and to make any arrangement, adaptation, translation, dramatization or transposition of any of the Compositions or of the titles, lyrics or music thereof, in whole or in part, and in connection with any other musical, literary or dramatic material, and to add new lyrics to the music of any Composition or new music to the lyrics of any Composition, and to prepare derivative works based on the Compositions, regardless of any so-called "moral rights". In the event that we secure any remixes or new versions of any contents of the Catalog, including but not limited to using any portion of the Catalog to create new or different content (hereafter each a “New Remix”) or create such Remix ourselves, all copyright in and to the sound recording and musical composition of such New Remixes shall become our exclusive worldwide property in perpetuity. All such agreements covered by this Paragraph shall be referred to in this contract as “Remix Agreements”.
- Administration: We shall have the exclusive right, during the Term, on your behalf, to grant usage rights, administer and collect throughout the universe 100% of all of your right, title and interest in and to the Catalog with respect to any and all other uses and in any and all other media now known or hereafter devised. In connection with the foregoing, we shall have the right to register the Compositions and Sound Recording with the relevant performing rights organizations and other collection societies as your “Publisher” and exclusive administrator (e.g. ASCAP, BMI, SESAC, GMR, SoundExchange) in accordance with their then current rules, terms and conditions, and allow us or our designee to collect directly on your behalf 100% of the so-called publisher’s share (or equivalent portion) of the public performance income directly from such organizations with respect to your Catalog. If you are already affiliated or registered, we will provide for your signature one or more letters of direction to enable us to administer your account on your behalf during the Term. If applicable and subject to payment of the relevant fee(s) specified in the Registration, to secure U.S. copyright registration of the Catalog on your behalf, including any and all renewals and extensions thereof.
- Power-of-Attorney: You hereby grant us the power-of-attorney to negotiate and enter into in your name and on your behalf any agreements which we, in our good faith business judgment, deem to be sufficiently gainful in terms of the revenues generated and the uses made of the Catalog material thereunder. You further grant us the power-of-attorney to institute a claim against any third parties previously, currently, or which in the future have made or may attempt to make any claims in and to the Catalog contents, and to provide us any and all documents necessary to prove the superiority of our rights in and to the Catalog over any such conflicting claims.
- Name and Likeness: You hereby grant to us or our designee the worldwide right to exploit and reproduce your name, images, photographs, and approved biographical material concerning you and any trade names used by you in connection with the exploitation of the Catalog anticipated hereunder, and in connection with the promotion of the Company, including the right to use any of the foregoing on our website for the purpose of indicating our affiliation with you as your authorized representative for the purposes of this Agreement.
- Revenues: You shall be paid fifty percent (50%) of any and all fees, advances, royalties, and other flat fee, sales-based income, or performance based royalties, and other income generated throughout the Territory as a result of the uses made and revenues received pursuant to our activities in Paragraph 3 above (hereafter “Revenues”) after the deduction of the Company Expense Deductions referred to in 4(b) below. Accordingly, we shall we shall exclusively be entitled to collect 100% of any and all such revenues throughout the World.
- Company Expense Deduction: We shall also be entitled to deduct any expenses incurred by spent in collecting the Revenues prior to the calculation of your Revenues above. Expenses shall include but not be limited to mailing costs, courier costs, duplication costs, long distance phone charges, collection costs, and legal fees directly spent on a specific Digital Agreement, Usage Agreement, or Usage Agreement involving the applicable Revenues.
- Revenue Payment: After the deduction of the above expenses, we shall remit 50% of all remaining Revenues to you after obtaining your payment instructions in each instance.
Warranties and Representations:
You warrant and represent that: (i) you shall be solely responsible for and shall pay all sums becoming due to other artists, producers, and any other persons or entities entitled to compensation from the uses of the Catalog made under this Agreement (ii) you are the sole owner(s) of the copyrights in and to the Sound Recordings and Musical Compositions and other materials contained in the Catalog, or alternatively, you possess all of the right and authority necessary to allow the uses of the same as anticipated in this Agreement, (iii) the uses and exploitations of the Catalog do not and shall not violate any copyright or any other rights of any person or entity, (iv) the Catalog is and shall be free from any adverse claims, liens or encumbrances of any kind by any person or entity which would affect the rights granted to us in this Agreement, (v) at our request, you shall provide and execute such other documents which are necessary to secure or affirm the rights granted to us in this Agreement, (vi) if you are a partial owner of the Sound Recordings and/or Musical Compositions or other materials listed in Schedule A, at our request, you shall assist us in our efforts in securing rights or other approvals held by joint owners of such materials necessary to finalize any Usage Agreements.
- Indemnity: You shall at all times defend, indemnify and hold us and our affiliates, officers, representatives, agents, licensees and distributors harmless from and against any and all demands, claims, damages, liabilities, losses, costs and expenses, including legal expenses and reasonable attorneys’ fees, arising out of any alleged breach or breach of any warranty, representation or agreement made in this Agreement.
- Liability Withholdings: Upon notice on any such claim against us, upon written notice to you, we shall be entitled to withhold from the amounts payable to you under this Agreement an amount equal to the potential liability and costs in connection with such claim until liability upon any such claim has been finally settled, determined and paid and we have been reimbursed our actual out-of-pocket costs and expenses, including the reasonable legal fees incurred in connection therewith as to which we are entitled to indemnification.
- This agreement contains the entire understanding of the parties regarding its subject matter and can only be modified by a subsequent written agreement executed by the parties hereto. In the event that any provision of this agreement shall be held to be invalid or unenforceable for any reason, such invalidity or unenforceability shall attach only to such provision and shall not affect or render invalid or unenforceable any other provision of this agreement.
- We have not made and do not hereby make any representation or warranty with respect to the extent of the exploitation of the Catalog hereunder. You recognize and acknowledge that such matters are speculative and agree that our judgment in regard to any such matters shall be binding and conclusive upon you.
Last updated on 10/15/2017