These are the specific terms and conditions relating to the Amadea Music digital distribution service (the Terms). These Terms incorporate and must be read in conjunction with the main body of the per-product agreement between us and you.
- Definitions and Interpretation
In these Terms capitalised words and expressions have the following meanings (unless defined in the Main Agreement):
- Assets means in respect of each Recording the applicable audio file, metadata and artwork (in each case to be uploaded to our website in accordance with the Delivery Specifications listed there), and all other materials reasonably required by us for the exercise of the Rights and performance of the Services hereunder;
- Delivery Specifications means the minimum product and data requirements and delivery specifications notified by us to you in our Editorial Policy and otherwise from time to time;
- Digital Services means third party digital and/or mobile consumer services including retailers which are nominated by you for receipt of Recordings under licence from us hereunder;
- Net Receipts means 100% of our gross receipts in respect of all sales and other exploitation of the Licensed Content by us or by third parties under licence from us less only sales tax;
- Licensed Territory means the territories you have selected in our website for the specific product;
- Rights means the rights granted to us by you under paragraph 4 below;
- Public domain means Assets which are not protected by any intellectual property rights. This includes sound recordings for which the term of copyright protection has elapsed.
- Service means the digital distribution service to be provided by us in accordance with these Terms;
- Service Period has the meaning given to it in paragraph 3 below; and
- Your Share means 90% of Net Receipts.
- Service Period
The Service Period is a period of 12 months starting on the approval date of each product, and renewing automatically thereafter for successive 12 month periods unless and until terminated at any time after the first 12 months. The termination of the service period for each product shall be done via the Amadea Music website.
- Grant of Rights
- You hereby grant to us during the Service Period throughout the Licensed Territory the non-exclusive right to:
- encode the Recordings into digital files and make any and all necessary modifications to the Recordings as may result therefrom;
- make available the Recordings by means of Digital Distribution and to collect all royalties and other sums arising from the exercise of such; and
- make and stream preview clips of the Recordings, in each case to the extent necessary for the purposes of performing the Services hereunder;
- You can use the Amadea Music website in order to grant to us during the Service Period throughout the Licensed Territory the non-exclusive right to grant synchronisation licences in respect of master rights controlled by you. The standard share from this service is 50% from the net receipts.
- Our Obligations
- We agree as follows:
- to sub-license the Rights to the Digital Services you selected in the Amadea Music website and any new ones (if requested via the website) throughout the Service Period; and
- to provide a monthly report to you via the Amadea Music website.
- Notwithstanding the foregoing, you acknowledge that the Digital Distribution of recordings is speculative by nature and you agree that we will be entitled to use our business judgement in the exploitation of the Rights hereunder. You further acknowledge that, for reasons outside our control, not all Recordings delivered by us to a given Digital Service may be made available by that Digital Service and we will not be responsible or liable to you for any refusal or failure by a Digital Service to make any Recordings available.
- Your Obligations
- You will deliver the Assets to us via the Amadea Music website.
- You will provide to us details of any restrictions and/or limitations of the Rights granted to us hereunder during the creation process of each product on the Amadea Music website All Rights relating to Recordings in respect of which no such notification is received by us will be deemed to be subject to no limitations or restrictions.
- You will complete the submission form provided by us in the Amadea Music website if and when a Digital Service requires specific label approval for the exploitation of Recordings on such Digital Service. You acknowledge that we are not responsible for any failure to exploit Recordings via a Digital Service where such failure is due to your failure to complete the required submission form.
- If you submit public domain content products to us you must mark them as such in the Amadea Music website.
- Takedown Requests
Upon request by you in the Amadea Music website, we agree to issue a takedown request to each Digital Service supplied by us to remove any particular Recording from its service (a Cancellation Request)
- Payment and Accounting
- In consideration of the Rights granted to us hereunder and subject to paragraph 8.2 below, we will account for and pay you Your Share of Net Receipts in accordance with this paragraph 8.
- If any costs arise from the exploitation of the Recordings the liability for which falls on us (e.g. payment of mechanical royalties), such costs will be deducted from Your Share. We will account for mechanical royalties to MCPS (or the appropriate affiliated collection society) as necessary with respect to all Net Receipts SAVE FOR any Net Receipts arising in the USA, Canada and/or other territories where blanket licences for mechanical rights are unavailable, in respect of which territories you will be responsible for accounting to MCPS and/or the appropriate publisher or collection society.
- We will account to you beginning four (4) months after the first exploitation of a Recording hereunder and thereafter on a monthly basis within thirty (30) days of the end of each month in the Amadea Music website. We will be required to account to you only in respect of monies received by us which wholly and identifiably relate to the exploitation of the Recordings hereunder.