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By logging onto the limusicdistribution.com website you acknowledge acceptance of these Terms and Conditions of Use.
L.I Music Distribution PTY (LTD). TERMS AND CONDITIONS OF USE PLEASE READ CAREFULLY
This is an agreement between Registered Client hereafter referred to as ARTIST/LABEL,
and L.I Music Distribution, hereafter referred to as COMPANY.
Whereas
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/label on the terms of this Agreement.
C. Where there is conflict between the terms of this agreement and the terms, this agreement will prevail.
Definitions and Interpretation
In this Agreement the following bold words and expressions have the following meanings:
Agreement: means this agreement between the parties;
Artist/Label: means any artist whose performance is featured on a recording or video forming part of the Licensed Content;
Digital Distribution: means the making available of Recordings and/or Videos direct to consumers by means of electronic transmission of any kind (including by way of any method of downloading and streaming) by wire or wireless means, and includes the pre-loading of Recordings and Videos on any computer or other device;
Licensed Content: means all content licensed to us;
Licensed Territory: The territory in which the recording has rights;
Recording: means any audio-only recording in respect of which you have exploitation rights for the Licensed
Territory at any time during the Term, but only to the extent of such rights;
Service Period: means the period during which we agree to provide a given Service;
Metadata: This is the information about the music. Like artist, album and track names are metadata. Metadata also includes more technical information, used mainly by the people and companies selling music, which helps to identify music very accurately;
Services: means the service or services to be provided by us under this Agreement as set out below
– VEVO Distribution: The service of placing your official music video on YouTube’s VEVO.
– Music Distribution: The service of placing your master recordings for sale in all our digital partners as listed on our website under: https://limusicdistribution.com/digital-store-partners/
– SMS Distribution: The serivice of placing an mp3 of master recording for sale on south afican mobile networks like Vodacom, Cell C, MTN and Telkom.
1. Grant of Rights
1.1 Without limitation you grant to us during the Term in the applicable Licensed Territory all rights in your master recordings, videos, all artwork and metadata relating thereto, Artist names, approved photographs and biographies, and in your logos, trade names and trademarks, in each case necessary for us to provide each Service in the Licensed Territory, including without limitation:
1.2 the right to use the names and approved photographs and biographies of the Artists, and all track and album titles, cover artwork, and any trademarks and trade names embodied in the foregoing, and all promotional material supplied by you and approved by us to advertise, market and promote the sale and distribution of the Licensed Content;
1.3 The right to sub-license our rights and sub-contract our obligations hereunder, but solely for the purpose of providing the Services and provided that we remain primarily liable to you for our obligations;
1.4 The exclusive right to collect all royalties, fees and other income arising from the exercise of the rights granted above during the relevant Service Period(s); and
1.5 The right (but not the obligation), at our cost and subject to full consultation with you, to institute such
proceedings as may be necessary either in our own name or in your name to restrain the sale, distribution or other exploitation of Licensed Content not authorised by you or us.
2. OBLIGATIONS OF THE ARTIST.
2.1 To provide L.I Music Distribution with master wave files of the master recording. We can’t accept MP3s, minimum 16-bit, 44.1KHz. We would strongly recommend providing 24 bit files and prefer 24bit/96kHz, which will mean we can supply music services who specialize in high resolution audio.
2.2 To provide COMPANY with accurate metadata on company website online forms when submitting music for distribution (state if the song is clean from any samples if not proof that samples are cleared)
2.3 To provide COMPANY with official Artwork for the maser recording; Artwork must be in .JPG format. 4096×4096 pixels is strongly recommended but if you can’t, the minimum accepted size is 3000×3000 pixels.
3. Assignment and Sub-Licensing
3.1 We have the right in our absolute discretion to sub-license any or all of the rights granted to us under this Agreement to third party sub-licensees.
3.2 We have the right to assign this Agreement or any of our rights under this Agreement in whole or in part to any third party provided that we will remain primarily liable for our obligations unless and to the extent that the assignee enters into an agreement directly with you to observe all such obligations.
4. Accounting
4.1 For each Service provided we will account to you 90% of the sales revenue your music generated on digital partners and mobile networks after third party deductions and 80% of the sales revenue your music video generates on the VEVO service.
4.2 We will keep full and accurate books and records of account in respect of each Service provided.
4.3 We shall send (or make available online) statements of account to you on a monthly basis (Reports are 3 months in arrears).
4.4 We are obliged to account to you only in respect of monies actually received by us or credited against a previously paid advance and which wholly and identifiably relate to the exploitation of the relevant asset.
4.5 We will use all reasonable endeavours to make sure that any third party licensee or distributor accounts on a timely basis to us.
4.6 We shall include in our accounting in respect of each accounting period your share of all payments and credits received by us from such third parties during such accounting period.
4.7 All sums payable to you hereunder shall be payable in Pounds Sterling and shall be converted (if applicable) at the exchange rate existing at the date on which payment is made.
4.8 We may, without prejudice to any other rights we may have, set off at any time any liability you may have to us against any liability we may have to you.
4.9 We are entitled to deduct or authorise the deduction of any sums which may be demanded from us or our licensees by the governments or other fiscal authorities of the countries in which the assets are exploited. We will use all reasonable endeavours to provide you with a certificate or (where not available) other evidence of any such tax deductions or withholding, and shall, on request by you, provide you with such reasonable assistance as may be practicable to assist you in reclaiming such deduction or withholding or obtaining a tax credit for the same.
4.10 There will be no withdrawal fees and a withdrawal can be made once a month with a minimum limit of 10 GBP.
4.11 All royalties will be paid directly to a designated bank account registered on the www.limusicdistribution.com website under your name.
4.12 L.I Music Distribution will not be held accountable for incorrect banking details submitted on the www.limusicdistribution.com website.
MISCELLANEOUS
5.1 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.
5.2 Distribution can take longer than expected (depending on the internal store review) and sales
reports will be 3 months in arrears. In some cases stores report 4 month lags on reports but L.I Music Distribution will notify ARTIST/LABEL if this case occurs.
5.3 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/Promotion Services.
5.4 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.
5.5 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)
5.6 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.
5.7 This Agreement contains the entire understanding and agreement of the parties relating to its subject matter and supersedes in all respects any previous or other existing arrangements, agreements or understandings between the parties whether oral or written in relation to the Services.
5.8 Each party undertakes to the other that it will treat as confidential information which is related to the business affairs of the other party and which is marked as ‘Confidential’. Each party may share information related to this agreement with those with whom the party has a contractual relationship who are materially affected by that information.
5.9 SMS Distribution will be processed after the release have been live for at least 2 weeks. It will take up to 1 -2 months before your song will be live on all mobile networks.
6. Music & Vevo Distribution Subscriptions
6.1 The subscription will allow the user to use our distribution services for as long as the user is subscribed.
6.2 Upon cancelling your subscription, you will no longer be able to release music or videos with immediate effect.
6.3 The user can only withdraw earnings if they subscribed to the service.
6.4 All music or videos released during the subscription period will remain online.
6.5 The client is entitled to cancel his/her subscription at any given anytime.
6.6 Each release released under subscription can take up to 2 – 3 weeks to be processed.
6.7 L.I Music Distribution can decide which label name to use in stores where applicable, and is not obligated to provide a specific label name to be displayed in stores.
Termination
7.1 Either party may terminate this Agreement immediately by notice to the other:
7.1.1 In the event that the other is in breach of any of its material obligations under this Agreement provided that, if the breach is capable of remedy, the other fails to remedy the breach within fourteen (14) days of receiving notice of it; or
7.1.2 The other goes into liquidation (whether compulsory or voluntary) otherwise than for the purposes of a bonafide amalgamation or reconstruction; or
7.1.3 If an administrator or receiver or similar officer is appointed over the whole or any part of the other’s assets; or
7.1.4 If the other enters into any arrangement for the benefit of or compounds with its creditors generally;
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”).
(a)“Ad Revenue Share” is defined as ninety percent (90%) 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
(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.
(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.
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.
(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..
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.
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.
(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.
(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.
PRODUCER & ARTIST – INSTRUMENTAL Agreement
Access to, and use of the www.limusicdistribution.com website and service is provided subject to these Terms and Conditions. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. ACCESSING AND BROWSING THIS SITE CONSTITUTES ACCEPTANCE, WITHOUT LIMITATION OR QUALIFICATION, OF THESE TERMS AND CONDITIONS
This is an agreement between the PRODUCER, ARTIST and L.I Music Distribution, hereafter referred to as COMPANY.
WHEREAS
DEFINITIONS
INSTRUMENTALS: The music production produced by the PRODUCER.
ARTIST & LABEL: The buyers of the Instrumental.
SIGN UP DATE: The date in which the PRODUCER signs up for an account on the www.limusicdistribution.com website.
REGISTRATION FEE: The admin fee billed by the COMPANY to the PRODUCER to use the services of selling their INSTRUMENTALS on the COMPANY website. This fee will vary and the COMPANY have the right to change the fee at any given time with written consent.
Grant of Rights
PRODUCER OBLIGATIONS
– PRODUCER agrees that COMPANY will not be responsible for lack of sales as it will be the sole responsibility of PRODUCER to promote instrumental sales links.
– PRODUCER must submit the following when submitting a instrumental:
Accounting
Miscellaneous
Refund Policy www.limusicdistribution.com does not offer refunds of any kind. By signing up you agree to these terms and acknowledge that due to the nature of digital memberships and digital downloads we are not able to offer refunds. All sales are final since www.limusicdistribution.com products are instantly downloadable digital media.
Modification of Terms and Conditions From time to time, www.limusicdistribution.com may modify these Terms and Conditions. www.limusicdistribution.com may modify these Terms and Conditions in its sole discretion. Modifications will be effective when they are posted. www.limusicdistribution.com is not required to notify you that any modification has been made.