Terms & Conditions

Digital Distribution Agreement

Parties.
1. L.I Music Distribution
2.(The Artist) or (The Label)
RECITALS
A. The artist/The Label has produced musical work and has agreed that L.I Music Distribution distribute it via all digital stores with third party affiliated operations. The Artist/Label therefore state that they are 100% percent owners of the copyright and have the right to enter into this agreement.
B. The parties have agreed that L.I Music Distribution will distribute the artist on the terms of this Agreement.
C. Where there is conflict between the terms of this agreement and the terms, this agreement will prevail.
1. DUTIES OF L.I Music Distribution

1.2. To account to the artist for the royalties. Sales statements are 90 days in arrears and L.I Music Distribution will pay up to 80% if on a Premium Package & 60% if on a Basic Package of all digital sales revenue to the artist after 3rd party deductions. Payment of royalties shall be made on the request of the artist. Due to various 3rd party companies charging different amounts for bundles and downloads, this may vary slightly. All royalties will be paid directly to a designated bank account. There will be no withdrawal fees or Annual fees.
2. OBLIGATIONS OF THE ARTIST.
2.1 To provide L.I Music Distribution with wave files of the single and single art (jpeg cover image 300dpi, 1600×1600 pixels).
2.2 To provide L.I Music Distribution with biography, track name, copyright details (state if the song is clean from any samples if not proof that samples is cleared).
MISCELLANEOUS
3.1 The copyright in the sound recording and musical composition of the song and artist name shall
remain the property of the artist.
3.2 The copyright in any modified sound recording or musical composition of the song shall be the
property of the artist.
3.3 L.I Music Distribution is not authorized to enter into any contract on the artist behalf unless
authorized by the artist in a written consent.
3.4 L.I Music Distribution cannot guarantee any definite airplay sales, digital sales, exposure, or success
to the artist and will not be accountable or responsible in any way for any lack of the above.
3.5 Distribution can take longer than expected (depending on the internal store review) and sales
reports can be 90 days in arrears.
3.6 This contract is a non-exclusive contract and does not constitute any exclusive partnership therefor
the artist is allowed to distribute his or her next single with another distributor but not this works after
this agreement has been signed.
3.7 L.I Music Distribution is not responsible for the marketing and promotions of the store sales links on
behalf of the artist, as we trust that the artist management or marketing team is responsible for such
activities, unless signed up to L.I Music Distribution’s Marketing Services.
3.8 L.I Music Distribution has the right to change the price of the cost of distribution fees and renewal
fees at any given time.
3.9 L.I Music Distribution have the right to amend this contract at any given time, clients will be
notified in form of an email on contract changes.
3.10 L.I Music Distribution have the right to remove or disable access to material that is claimed to
infringe copyrighted material or to be the subject of activity that infringes copyrighted material.
3.11 L.I Music Distribution cannot guarantee that your release will go live in every retail store. Each
retailer has the right to refuse your release. Common reasons for rejection of a release include the
recording or the cover art being poor in quality (the cover art image is pixelated)
3.1.2 Distribution in this contract stand for the following services: Single/Album Distribution, & Vevo Distribution.
3.1.3 L.I Music Distribution will respond expeditiously to remove or disable access to material that is
claimed to infringe copyrighted material or to be the subject of activity that infringes copyrighted
material and was posted online using our services.

Youtube Monetization (Content ID Program) Agreement

This Agreement (the “Agreement”), effective as of the date first written below, is by and between L.I Music Distribution, (“L.I Music Distribution” or “Company”) and the undersigned individual or entity (“you” or “Licensor”) with its address set forth on the signature page (collectively, the “Parties” and each, a “Party”). This Agreement constitutes the terms of your participation in L.I Music Distribution’s Content ID Program (the “Program”).

  1. DEFINITIONS

(a)“Ad Revenue Share” is defined as eighty percent (80%) of the gross revenue actually received by Company from the usage of the rights granted by you herein.

(b)“Confidential Information” is defined as Company’s confidential information provided to you in connection with your participation in the Program or through the secure areas / sites / sections of L.I Music Distribution’s website(s), or in oral or written correspondence, including but not limited to information regarding the name and nature of relationships between consumer facing websites and Company, Company’s contracts with third parties and the terms of such contracts, the terms of this Agreement, all communications made to you via email address, phone (including mobile), RSS or similar feed, or via any Company website, and Company’s creative, technical and business information, products, devices, apparatuses, technology, processes, methods, formulas, and all other proprietary information and know-how. The term “Confidential Information” does not include information which (i) is already in your possession, provided that such information is not known by you to be subject to another confidentiality agreement with, or other obligation of secrecy to, Company or another party, (ii) becomes generally available to the public other than as a result of a disclosure by you or your employees, agents or representatives, or (iii) becomes available to you on a non-confidential basis provided that such source is not known by you to be bound by a confidentiality agreement with or other obligation of secrecy to Company or another party.

(c)“Content” is defined as any audio and/or visual media provided by you for use in the Program, including but not limited to sound recordings, music compositions, motion pictures, and video, and all associated metadata including the names, likenesses, trademarks and trade names in all such media and metadata. The Content, in each instance in which Content is provided by you to Company for use in the Program, shall be subject to the Content ID Program Agreement then in

place when the Content is so provided, and a new Term (defined below) shall commence with respect to each submission of Content, running from the date such Content is provided through the end of the Term as otherwise provided herein.

(d)“Territory” is defined as the world, provided that the Territory may be limited for each individual piece of Content in the metadata related to such Content and subsequently updated by you from time to time.

 

 

(e)“YouTube” is defined as the website located at www.youtube.com, which is owned and operated by Google, and includes any and all consumer facing third party digital websites, URLs, domains, and applications whether accessible from the internet, mobile or wireless networks, via computer, mobile device, console or otherwise, that display and/or contain YouTube videos and/or embeds, including but not limited to Facebook, Twitter and any other website which contains YouTube hosted and/or embedded videos.

(f)”LIMD account” is defined as the online account you created when you visited the members-limusicdistribution.com website

 

  1. GRANT OF RIGHTS

(a)In connection with your participation in the Program, you hereby grant to Company the exclusive right to monitor YouTube for the reproduction, distribution, public performance, public display, and synchronization of the Content with user-uploaded videos in the Territory. This grant includes all necessary rights for Company to manage the Content as part of the Program and as described in the foregoing sentence.

(b)Company does not license the Content to the users of YouTube. Nothing herein shall be deemed a waiver of your rights against any users of YouTube who infringe on your copyrights or a grant to any users of YouTube of a synchronization license or any other license in the Content. This Agreement does not transfer any ownership of your copyrights or other intellectual property. Company supports the position that YouTube must pay public performance royalties to the applicable Performing Rights Organizations (“PROs”).

(c)In connection with the grant of rights in Section 2(a) above, Company shall have the right to change the duration, bit rate, compression rate, and/or sample rate of the Content, or transcode, resize and/or reformat the Content, as necessary to repurpose, watermark, and / or fingerprint the Content for purposes of monitoring such Content on YouTube in accordance with this Agreement.

(d)The grant of rights herein expressly includes the right for Company to sell advertising and sponsorships in and around the Content. The Program is limited to advertising and sponsorship monetization only.

(e)You agree to use best efforts to deliver the Content to the specifications provided to you by Company. Failing to do so may delay your integration into the Program.

  1. COMPENSATION

(a)So long as you are in compliance with the terms of this Agreement, Company shall pay to you the applicable Ad Revenue Share. Payment shall be made quarterly, either via PayPal or bank account, no later than four (4) months following the end of the applicable calendar quarter. The revenue will be added to earnings in your LIMD account.

 

 

(b)Company shall provide you with an accounting statement showing all monies due to you contemporaneously with payment.

(c)The Ad Revenue Share contained herein shall be the only compensation due to you for the rights granted herein and no other forms of compensation shall be due to you from Company, including but not limited to mechanical or public performance royalties. Notwithstanding the foregoing, you may be entitled to collect public performance royalties directly from a PRO.

  1. NONDISCLOSURE

As a part of the relationship contemplated herein, the Company may disclose to you certain Confidential Information. You agree to hold all Confidential Information in the strictest of confidence and to not disclose any part of Confidential Information to any third parties. You hereby acknowledge that any disclosure of Confidential Information may cause irreparable harm to Company and that Company shall be entitled to injunctive relief and liquidated damages in the amount of ten thousand dollars ($10,000) per breach of this Section 4, which shall be cumulative with all other available remedies.

  1. REPRESENTATIONS & WARRANTIES

(a)You hereby represent and warrant that you (i) have the power and authority to enter into and perform in accordance with the terms of this Agreement and to grant all rights contemplated by this Agreement; (ii) have not and will not enter into any agreement that is inconsistent with the terms of this Agreement; and (iii) are the author and creator of the Content or have obtained and currently hold valid and sufficient rights, including the exclusive rights to license the rights granted to Company herein.

(b)If you are signing on behalf of your employer or another entity, you represent and warrant that you have full legal authority to bind your employer or such entity to this Agreement.

(c)You represent and warrant that all Content you enroll and activate as part of the Program has not, does not, and will not at any time infringe on the rights of any third parties, including but not limited to copyrights, trademarks, rights to privacy and commercial use of name and likeness.

(d)If you know or suspect that any part of the Content is not cleared for commercial use, you should not enroll it in the Program. You must have the permission of any authors of copyrighted works included in the Content.

(e)L.I Music Distribution warrants that it will use the rights conveyed by you only within the scope of the license granted herein. L.I Music Distribution provides the Program “as is” and disclaims all other warranties, express or implied, including any implied warranty of merchantability or fitness for a particular purpose..

 

 

 

  1. INDEMNIFICATION

You agree to indemnify and hold harmless Company, its affiliates, officers, directors, members, managers, employees and agents from any liabilities and damages, including attorney’s fees, arising out of or related to your material breach of this Agreement of any obligation, representation, or warranty contained herein, or any act or material omission by you.

 

  1. LIMITATION OF LIABILITY

COMPANY WILL NOT BE LIABLE TO YOU FOR INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OR PENALTIES ARISING FROM OR RELATED TO THIS AGREEMENT EXCEPT FOR WILLFUL MISCONDUCT BY COMPANY. COMPANY AND ITS AFFILIATES WILL NOT BE RESPONSIBLE TO LICENSOR UNDER ANY LEGAL THEORY OR FOR ANY AMOUNT ARISING FROM OR RELATED TO THE CONTENT SUBMITTED TO COMPANY.

  1. TERM & TERMINATION

(a)This agreement shall remain in effect until either party expresses their right to termination expressed hereunder. If Licensor wishes to terminate the agreement, Licensor must send written notice to L.I Music Distribution. L.I Music Distribution will terminate the agreement sixty (60) days after such notice is received. L.I Music Distribution reserves the right to terminate this agreement at any time with no prior verbal or written notice.

(b)All licenses granted in this Agreement will expire upon termination and Company shall no longer have the right to monetize the Content as contemplated herein. Company shall retain any amounts due it under the terms of this Agreement and remit any sums payable to you as described herein.

 

  1. MISCELLANEOUS

(a)The parties hereto are independent contractors, and expressly acknowledge and agree that their relationship is not one of partnership, employment, joint venture, principal-agent or other legal identity.

(b)You may not assign this Agreement without the prior written approval of Company in its sole discretion. Any assignment not approved by Company shall be void ab initio.

(c)This Agreement represents the entire agreement and understanding between the parties hereto regarding the subject matter hereof, and supersedes any and all previous written or oral agreements or discussions between the parties.

(d)This Agreement may be amended by Company at any time upon notice to you via email at the address below, which amendment shall apply to all content previously provided by You to Company, at which time you will have the option to opt out of the amendment and to terminate this Agreement. If this Agreement conflicts with any other agreement regarding Company’s use of Content, this Agreement prevails. All notices hereunder shall be sent in writing to Company (Attention: Legal) and to the addresses listed below. If any provision of this Agreement conflicts with applicable laws or is adjudicated to be illegal, that provision will be deemed eliminated from this Agreement and this Agreement will remain in effect as long as the essential purpose can still be achieved.

(e)This Agreement will be construed and enforced in accordance with the laws of the State of New York, excluding its laws relating to conflict of laws. The parties hereto irrevocably submit to the exclusive jurisdiction of the Supreme Court of the State of New York, New York County, and of the United States District Court for the Southern District of New York, for the purposes of any suit, action or other proceeding brought by any party or his respective successors or assigns arising out of any breach of any provision hereunder or otherwise relating to this Agreement or the obligations hereunder

(f)This Agreement may be executed in several counterparts, each of which shall be deemed an original, but which together shall constitute one and the same instrument. Facsimile and PDF signatures shall be deemed acceptable and shall have the same effect as original signatures.