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Music Distribution Agreement

1. INTRODUCTION

Please carefully read the following music distribution agreement (“Distribution Agreement”), which creates a legally binding, enforceable contract between you and Amuseio AB regarding your use of our digital distribution services and the distribution-related elements of the Amuse Service. Throughout this Distribution Agreement, “us” “our” and “we” refers to Amuseio AB; and “you” or “Content Distributor” refers to you, the content distributor (“Amuse Account”). This Distribution Agreement supersedes and replaces any prior agreements you and Amuse may have executed with respect to the Catalog (defined below). The terms of this Distribution Agreement supplement and do not limit our Terms of Use, Copyright Policy, and Privacy Policy, to which you have already accepted by using the Service, and which this Distribution Agreement incorporates by reference. In the event of a conflict between these terms and any other agreements between you and Amuse, including without limitation the Terms of Use, Copyright Policy and Privacy Policy, the terms of this Distribution Agreement shall govern unless provided otherwise in a separate signed written between you and Amuse.

BY CLICKING THAT YOU AGREE TO THE DISTRIBUTION AGREEMENT, YOU UNCONDITIONALLY CONSENT TO BE BOUND BY AND BECOME A PARTY TO THESE TERMS, WHETHER YOU ARE ACTING IN YOUR INDIVIDUAL CAPACITY OR AS THE AUTHORIZED REPRESENTATIVE FOR AN ARTIST, A GROUP OR A CORPORATION, IN WHICH CASE “YOU” SHALL REFER TO THE ARTIST, GROUP OR CORPORATION ON WHOSE BEHALF YOU ARE ACTING AND AUTHORIZED TO ACT. IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL OF THESE TERMS, CLICK THE “CANCEL” BUTTON. THE “EFFECTIVE DATE” OF THIS DISTRIBUTION AGREEMENT IS THE DATE ON WHICH YOU CLICK THE “AGREE” BUTTON BELOW.

2. SCOPE OF AGREEMENT

Amuse provides digital distribution services, as well as digital asset management services, including metadata management, catalog encoding, royalty collection and reporting services to artists, artist managers and other owners and distributors of content. You, the Content Distributor, are in the business of recording, producing and/or marketing sound recordings, musical compositions, and/or other intellectual property owned, administered or distributed by you.

This Distribution Agreement covers digital distribution and other rights in and to the copyrights associated with the content you submit to us, including any and all current and future sound recordings and any underlying musical and literary compositions embodied in such content (the “Music”). Additionally, this Distribution Agreement covers all other digital assets and the rights thereto, including without limitation, album covers and other artwork, image files, marketing materials, trade names, trademarks, and logos, etc., that you submit to us (“Digital Assets”). Together, the Music and the Digital Assets shall be referred to collectively as the Catalog (“Catalog”). You may from time to time elect to add to the Catalog by logging into your account in the back-end content distribution and management system provided through the Service (“Amuse Artist Dashboard”) and supplying new content or amending existing content, the submission or amendment of which shall be subject to the terms of this Distribution Agreement.

3. TERM

For any individual track or album within the Catalog, this Distribution Agreement shall commence on the Effective Date and shall continue until either you, by logging into the Service and changing your settings, or we, by sending you an email, submit a termination request.

Within ten (10) days following the submitting of a termination request pursuant to Section 3.1 above with respect to an individual track or album or your entire Catalog (“Withdrawn Content”), Amuse shall notify all relevant Third Party Music Services about the termination and request the removal of the Withdrawn Content from such Third Party Music Services. If you submit a termination request pursuant to Section 10 of the Terms Of Use in relation to your Amuse Account, Amuse will treat this as a termination request with respect of your entire Catalog. You understand and agree that Amuse’s obligations upon the termination of this Distribution Agreement shall be limited to the aforesaid, and under no circumstances shall Amuse be liable for any Third Party Music Service’s failure to promptly remove the Withdrawn Content following its receipt of Amuse’s request thereof.

4. RIGHTS YOU GRANT US

Subject to this Distribution Agreement you hereby authorize Amuse to store, copy and distribute your Catalog to any consumer and B2B digital music stores, distributors and other third-party services available to you through the Service (“Third Party Music Services”).

To the extent necessary for Amuse to facilitate the distribution to Third Party Music Services authorized by you in the Artist Settings section of the Amuse Artist Dashboard, you hereby grant to Amuse the right and authorization to distribute, license, sell, stream, transmit, synchronize (as applicable, only with visual images embodied within videos on YouTube), perform, promote, and otherwise exploit such Catalog and any and all rights in and to the sound recording(s) and the underlying composition(s) in such Catalog, throughout the world, in any and all media or formats now known or hereafter devised, including without limitation by:

– permanent digital downloads;
– temporary digital downloads;
– interactive streaming;
– non-interactive streaming;
– interactive radio; and
– non-interactive radio (DMCA compliant, compulsory license);
– Semi-interactive radio (voluntary license);
– The servicing of any and all “existing” and “to be” developed digital and mobile delivery methods.

You authorize Amuse to sub-license any rights granted by you under this Distribution Agreement to any Third Party Music Services, as required to provide the Service hereunder. The authorization and grant of rights hereundershall be exclusive as to the Third Party Music Services, authorized in the Amuse Artist Dashboard.

Amuse does not guarantee placement of the Catalog with any Third Party Music Services and reserves the right to remove any content from the Service and reject distribution of any content in its discretion.

5. YOUR OBLIGATIONS TO OTHERS

In connection with exploitation of the Catalog contemplated hereunder, you shall be solely responsible for (a) all record royalties due to artists, producers and other persons who performed in the making of the Music and other royalty participants, (b) all royalties due to any party as a result of samples included in the Music (c) all payments that may be required under collective bargaining agreements applicable to you and your affiliates, and (d) all music publishing licenses and royalties.

For digital download sales in the United States, your payment typically includes the mechanical royalty on the underlying composition. In the case of the iTunes Match service, your payment includes a publishing portion that covers both the mechanical and public performance royalties. If you do not own or control the underlying composition(s) in your sound recording(s), it is your obligation to pay these publishing royalties to the person or entity that does. Outside of the United States, Amuse customarily requires Third Party Music Services to secure and pay for music publishing licenses (and such license fees may or may not be deducted by the Third Party Music Services concerned from the proceeds payable to Amuse). If any Third Party Music Service outside of the United States does not agree to secure and pay for music publishing licenses, Amuse shall have the right, in its sole discretion, to either (i) decline to license such Third Party Music Service or (b) assume the responsibility to clear and pay for the music publishing licenses required in connection with such Third Party Music Service’s sales, which license fees Amuse shall have the right to deduct from amounts payable to you hereunder.

6. REVENUE / PAYMENT

Amuse will pay Content Distributor one-hundred percent (100%) of any Net Royalties received from the authorized Third Party Music Services. “Net Royalties” as used herein means Amuse’s actual receipts from the Third Party Music Services for the sale, distribution or other use of your Catalog, less any (a) tax, bank transfer and PayPal or other payment services transaction fees (if any); (b) marketplace costs, including without limitation any fees, payments, royalties or other consideration payable by Amuse to song aggregators and digital retail stores; and (c) licensing fees and royalties payable to song publishing licensors and compulsory mechanical licensors, as applicable.

Content Distributor shall be solely responsible for tracking and paying any taxes and governmental fees associated with or incurred in exploitation of the Catalog through the Service, including without limitation any tariffs, value-added taxes or governmental fees.

Accounting statements and your Net Royalties will be posted to your Amuse user account in a timely fashion after Amuse’s receipt thereof. Once payment has been credited to your Amuse user account, you will be able to withdraw the outstanding amount at your discretion. Your balance must exceed a minimum of USD 10 to withdraw money from your account. You will be solely responsible for any bank transfer and third party transaction fees or other charges related to such withdrawals.

Unless other payment arrangements are made between you and Amuse, Amuse shall remit payment to you according to the settings in your Amuse Dashboard.

Content Distributor shall have the right to appoint a certified public accountant who has signed confidentiality agreement with respect to Amuse’s books, to audit Amuse’s books and records to verify the accuracy of such statements, once with respect to any statement, once in each year, at Content Distributor’s expense, at the place where Amuse maintains such records, during Amuse’s normal business hours and on at least thirty (30) days’ prior notice. All objections concerning payments hereunder shall be submitted by Content Distributor within one (1) year after the date of payment, after which time all objections shall be waived.

7. PROCESSING YOUR CONTENT

Subsequent to your acceptance of this Distribution Agreement, and your delivery of the digital files of the Music with accurate metadata and cover artwork that fulfil the requirements set forth on the Amuse Artist Dashboard, Amuse may deliver the Music and applicable Digital Assets to the selected Third Party Music Services.

You may indefinitely withhold any of the Music from any store(s) of your choosing by selecting the appropriate option in the Amuse Artist Dashboard prior to the submission of the release. You may also, after withholding Music from a particular store, email support@amuse.io to request delivery of the Music to such store, at Amuse’s discretion.

8. WARRANTY AND DISCLAIMER

Each party warrants and represents to the other party that it has the right and authority to enter into and perform this Distribution Agreement, and that it will comply with all applicable laws in the performance of this Distribution Agreement.

Additionally, you hereby warrant and represent that you own, control and/or administer the Catalog, including both the Music and the Digital Assets, that the Catalog shall not infringe on the copyrights, trademarks, patents, moral rights, trade secrets, intellectual property rights, privacy rights, contractual rights, or other rights of any person or entity and, without limitation, that Amuse shall have the right to exploit the Catalog in all manner 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 you described under this Distribution Agreement.

You hereby agree to defend, indemnify, and hold Amuse harmless from any and all costs, losses, damages, or expenses arising out of any breach of the foregoing warranties and representations. You also hereby agree to indemnify, defend, and hold Amuse and those authorized by Amuse to use and/or exploit the Catalog harmless from and against any and all claims, damages, costs, liabilities, and expenses, including reasonable counsel fees and litigation expenses, arising out of the use of the Catalog as contemplated hereunder. If a claim is made, Amuse reserves the right to withhold payment of royalties hereunder in an amount reasonably related to the claim and potential expenses.

If you are acting for the benefit of, and/or as an agent or representative of any artist, individual, group, or corporation, you and the parties that you represent shall be bound to the terms of this Distribution Agreement and shall be jointly and severally liable for your breach of the Distribution Agreement and for breach of the Distribution Agreement by any of the parties you represent.

AMUSE DISCLAIMS ANY WARRANTY NOT EXPRESSLY SET FORTH HEREIN, AND DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN ADDITION, AMUSE MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE FUNCTIONALITY, PERFORMANCE, OR RESULTS OF AMUSE’S WEBSITE OR SERVICE. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL AMUSE, ITS OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, DIRECTORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND.

Nothing in this Distribution Agreement removes or limits either party’s liability for fraud, fraudulent misrepresentation, death or personal injury caused by its negligence, and, if required by applicable law, gross negligence.

9. COVENANT NOT TO SUE

In consideration of Amuse’s entering into this Distribution Agreement, you covenant and agree, in respect to the Catalog not to bring, assert, pursue, maintain, join in or directly and/or indirectly support, assist, fund, lend resources to, or otherwise participate in any litigation, involving or asserting any claim based upon or alleging any form of copyright infringement arising from Amuse’s or any Third Party Music Service’s exploitation of the rights licensed by you to Amuse herein through the operation of the Service, and in accordance with this Distribution Agreement, that you have, had or may have against Amuse prior to the Effective Date or during the Term. In addition, where you have authorized Amuse to distribute the Catalog to and on YouTube, you covenant not to sue any user of the YouTube service who synchronizes any Music in a video uploaded to the YouTube website, to the extent your claim is based on the alleged infringement of rights granted by you to Amuse herein.

10. CHANGES TO THE AGREEMENT

Occasionally we may, in our discretion, make changes to the Distribution Agreement. When we make material changes to the Distribution Agreement, we’ll provide you with prominent notice as appropriate under the circumstances, e.g., by displaying a prominent notice within the Service or by sending you an email. In some cases, we will notify you in advance, and your continued use of the Service after the changes have been made will constitute your acceptance of the changes. Please therefore make sure you read any such notice carefully.

11. ENTIRE AGREEMENT

Other than as stated in this section or as explicitly agreed upon in writing between you and Amuse, this Distribution Agreement constitutes all the terms and conditions agreed upon between you and Amuse and supersede any prior agreements in relation to the subject matter of this Distribution Agreement, whether written or oral.

12. SEVERABILITY AND WAIVER

Unless as otherwise stated in the Distribution Agreements, should any provision of this Distribution Agreement be held invalid or unenforceable for any reason or to any extent, such invalidity or enforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of this Distribution Agreement, and the application of that provision shall be enforced to the extent permitted by law.

Any failure by Amuse or any third party beneficiary to enforce the Agreements or any provision thereof shall not waive Amuse’s or the applicable third party beneficiary’s right to do so.

13. ASSIGNMENT

Amuse may assign the Distribution Agreement or any part of it, and Amuse may delegate any of its obligations under the Distribution Agreement. You may not assign the Distribution Agreement or any part of them, nor transfer or sub-license your rights under the Distribution Agreement, to any third party.

14. CHOICE OF LAW AND DISPUTE VENUE

These Distribution Agreement shall be governed by and construed in accordance with Swedish laws, without regard to its conflict of law rules.

Any dispute or claim arising out of or in connection with these Terms of service, or the breach, termination or invalidity thereof, shall be finally settled by Swedish courts, with the Stockholm District Court as the first instance, unless otherwise provided by mandatory law.