DIGITAL DISTRIBUTION AGREEMENT
INTERVENED on the date of the financial transaction between DISTRIBUTION AMPLITUDE, a duly constituted corporation having as contact email@example.com(“Amplitude”), and the beneficiary, represented for the purposes hereof_cc781905-5cde -3194-bb3b-136bad5cf58d_ (the “Producer”).
Digital Distribution Rights
The Producer grants to Amplitude, which accepts, an exclusive license relating to all the rights required for the purposes of the Digital Distribution of any Recording in respect of which it holds (as initial holder, assignee, licensee, agent or otherwise) of such rights at any time during the Term, and any Content Incidental to such Recording (the “Digital Distribution Rights”).
In addition to the terms of exploitation covered by the definition of "Digital Distribution", the Digital Distribution Rights include the following rights: (a) to encode any Recording and Ancillary Content so that it meets any requirements of any service by the through which Recordings make Digital Distribution (a “Digital Music Service”); (b) to protect any Recording and Ancillary Content by means of any technical protection measure designed to restrict access to it or the performance of any other act protected by copyright with respect to it; (c) reproduce and host any Recording and Ancillary Content and transmit it to any Digital Music Service provider (a “Provider”); (d) to exploit any Recording comprised in a Set independently of such Set; (e) exploit any Recording and Ancillary Content, or any part thereof, as ringtones, playlists or compilations, (f) monetize any Recording exploited by any digital music service, including as incorporated into any video or other User Generated Content, including those hosted on Youtube, Facebook, TikTok or other sites, platforms, services or social networks, including authorizing such integrations and operations; (g) to promote any Recording and to use it and any Ancillary Content to promote any provider of any service through which Recordings are made available to the public in any manner falling within the Digital Distribution Rights that exploits this Registration, Amplitude and its services, and (h) to authorize any Supplier, subcontractor of Amplitude and any other third party to do any of the foregoing acts to the extent reasonably required for the purposes of providing the services provided by Amplitude to the Producer in performance of this contract (the “Digital Distribution Services”).
In order to stimulate the exploitation of the Recordings, the Producer authorizes Amplitude to allow any Supplier to carry out promotional operations in connection with any Recording, in particular by offering free goods to users of the Digital Music Services , free trial periods and discounts offered to these users in accordance with industry practice, it being understood, for greater certainty, that the Royalty payable by Amplitude to the Producer for any exploitation of a Recording for which Amplitude does not receives no Distribution Income or reduced Distribution Income may therefore be nil or reduced accordingly.
Amplitude may refuse to provide its Digital Distribution Services with respect to any Producer Recording which, in Amplitude's opinion, is not of sufficient commercial quality, may infringe any person's rights, is of poor tasteful, obscene, defamatory or contrary to law or morality, or if any artist (including any group of artists), director, author, composer and other person whose performance, work or recording is reproduced on this Recording (a "Contributor") is found guilty of a criminal offense or is the subject of a media controversy that is determined by Amplitude, acting reasonably, to materially and negatively damage the image brand or reputation of that Contributor or Amplitude.
The grant of the Digital Distribution Rights and the Digital Distribution Services take effect on the Effective Date for an initial period of three (3) months following the date on which a first Recording of the Producer is, for the first time, transmitted by Amplitude to a Supplier for its operation under this contract (the "Initial Term") and automatically renew thereafter for successive periods of three (3) months each (each an "Additional Term"), unless otherwise notified in writing by one party to the other at least ninety (90) days before the start of the relevant Additional Term (the "Term").
The Digital Distribution Rights are licensed by the producer to Amplitude and the Amplitude Digital Distribution Services are provided for the world (the “Territory”).
Term and Territory Limitations
Notwithstanding Section 2 of this agreement, the Producer may limit the Term of the Digital Distribution Rights granted to Amplitude with respect to a given Recording to the extent that the Digital Distribution Rights that the Producer holds on such Recording terminate before the expiration of the Term and, if so, only from the date on which they so end.
Notwithstanding Section 3 of this agreement, the Producer may limit the territorial scope of the Digital Distribution Rights granted to Amplitude with respect to a given Recording to the extent that the Digital Distribution Rights that the Producer holds on such Recording are or become territorially less extensive than for the entire Territory and, in this case, only to restrict them to this territorial extent.
Any limitation on Duration or Territory permitted by Sections 4.1 or 4.2 of the Digital Distribution Rights granted to Amplitude with respect to any given Recording (a) shall not result from any act or omission of improper faith of the Producer (for example, of an agreement with a person related to the Producer whose main purpose is to create this limitation); (b) binds Amplitude only if the Producer notifies Amplitude in the declaration made by the Producer to Amplitude with respect to this Recording pursuant to paragraph 6.1 (a "Declaration"), and (c) is not effective until next time: (i) upon initial upload of such Recording to the Amplitude Site, if such restriction is set forth in the Statement made by the Producer to Amplitude at the time of such initial upload, or (ii) in any other case, in thirty (30) days following the Declaration (initial or modified) made by the Producer to Amplitude and stating this restriction.
4. Amplitude Site and Producer Portal
Subject to the respect, by the Producer, of the terms and conditions of this contract, Amplitude authorizes the Producer, during the Term of this contract, to access the extranet site of Amplitude for the management of its Digital Distribution Services accessible via the Portal of the Producer at the following URL: "https://amplitude.audiosalad.com", as this site and this address may be modified from time to time by Amplitude (the "Amplitude Site") via any secure page of the Site Amplitude reserved for the Producer and only accessible by means of the Producer's Identifier (the "Producer's Portal") for the use of its functionalities and the communication of information between the parties in accordance with this contract.
The Producer acknowledges being informed of the fact that the Amplitude Site and the Producer Portal require, for their access and for the use of their functionalities, the use, by the Producer, of Internet access and a computer and browser software that meets at least the following requirements (as these minimum requirements may be updated from time to time by Amplitude through the Producer Portal): “https://amplitude.audiosalad.com”
Amplitude provides the Producer with a user name and a temporary confidential password allowing the Producer to access the Producer Portal. It is the responsibility of the Producer to replace this temporary confidential password, from the first access to the Producer Portal, with a personal and confidential password chosen by the Producer (“the Producer Identifier”)._cc781905-5cde -3194-bb3b-136bad5cf58d_
The Producer acknowledges that it is his responsibility to maintain strict confidentiality of any user name and temporary password and of the Producer's Identifier and to take, for this purpose, all necessary means to prevent their unauthorized disclosure, the Producer being solely responsible for any activity carried out following the use of his user names and temporary password or the Producer's Identifier, including any consequences and, as the case may be, any damage resulting therefrom for the Producer, Amplitude or any third party, whether or not such use or activities have been, in fact, authorized by the Producer.
For greater certainty, the Producer acknowledges that he cannot allow access to the Amplitude Site and the Producer Portal to any third party, nor use them, including any functionality available on them, in whole or in part, any purpose other than those authorized by this contract and necessary for its execution.
Amplitude is not responsible for errors and omissions made by the Producer when using the Producer Portal or the Digital Distribution Services and reserves the right to make corrections and changes as necessary to enable Digital Distribution. Records.
5. Delivery and Declaration of Recordings
Upon commencement of this Agreement, Producer (a) declares to Amplitude, through the Producer Portal and in such manner as may then be directed by Amplitude on the Producer Portal, any Producer Registration with respect to of which it holds (as initial holder, assignee, licensee, agent or otherwise) Digital Distribution Rights on this date, by providing any information relating to this Registration required for the provision of the Digital Distribution Services, including any limitation that may affect Digital Distribution Rights to such Recording pursuant to Section 4 of this Agreement (, and (b) transmit to Amplitude, by download through the Producer Portal, a digital copy of any such Recording and of its Accessory Content, in the manner and in a format that complies with the technical specifications that may then also be prescribed by Amplitude s on the Producer Portal. These obligations also apply to any Recording in respect of which the Producer may acquire Digital Distribution Rights after the entry into force of this contract, and this, as soon as he acquires these Digital Distribution Rights.
Producer must comply with the foregoing requirements with respect to any Recording at least four (4) weeks prior to the date that Producer wishes such Recording to be made available through digital music services, in order to limit the risk that this Recording may not be made available on that date.
The Producer is also required to declare without delay to Amplitude, through the Producer Portal and in the manner that may then be prescribed by Amplitude on the Producer Portal, any limitation affecting the Digital Distribution Rights he holds at with respect to any Recording previously declared to Amplitude by the Producer without mentioning this limitation and this, as soon as he becomes aware of the existence of this limitation and, in any case, at least thirty (30) days before until it takes effect.
6. Notwithstanding any limitation to the Digital Distribution Rights to a Recording declared by the Producer in accordance with this agreement, any Digital Distribution Rights previously declared to Amplitude under this agreement with respect to any Recording shall remain in force throughout the duration and to the full extent required to enable Amplitude to comply with any obligation incumbent on it towards any Supplier under the terms of any contract binding Amplitude to this Supplier and to which this Recording is subject (in particular, any obligation of notice to be transmitted by Scope to such supplier and the duration of which would exceed the date on which the limitation so declared would otherwise take effect ).
7. General obligations of the parties
Amplitude agrees to (a) identify, in agreement with the Producer, any Digital Music Services with whose Supplier Amplitude is then bound by contract and which are most appropriate for the purposes of the Digital Distribution of the Producer's Recordings which are delivered by the latter in accordance with this contract; (b) to encode such Recordings so that they meet any requirements of the Providers of such Digital Music Services, and (c) to use commercially reasonable efforts to make such Recordings available to the public through such Services of digital music.
The Producer shall use its best efforts to promote, at its expense, the Recordings in accordance with the best standards prevailing in the Quebec music industry.
The Producer is solely responsible for payment of any sum payable to anyone for the production and any exploitation of any Producer Recording (including any work, artistic performance and recording therein) under any Digital Distribution Right, including , without limitation, any royalties payable in consideration or by reason of such exploitation to any performing artist or performer and, as the case may be, to any musical producer, or to any association of artists who may represent them, as well as that any royalties (including mechanical reproduction, synchronization or communication to the public by telecommunication) payable in return for or by reason of such exploitation to any author, composer, publisher or copyright collecting society, except only, in to the extent that such payment is assumed by a Supplier, however Amplitude does not give any guarantee and assumes no liability in this respect._cc7 81905-5cde-3194-bb3b-136bad5cf58d_
For greater certainty, Amplitude may use any data and other information generated, obtained or acquired by Amplitude in connection with or in connection with the performance of this contract, including the Digital Distribution of Recordings, including demographic, statistical , use and anonymized relating to this execution, and including for the purposes of calculating Amplitude's market share.
8. Pricing and Payments
In consideration for the Digital Distribution Services provided by Amplitude to the Producer, the Producer pays Amplitude an annual distribution fee, plus any applicable taxes, per package:
(a) thirty-five dollars ($35): for a 3-album or 36-track artist package.
(b) one hundred dollars ($100): for an unlimited independent artist package
(c) two hundred dollars ($200): for a label package including 1 to 3 artists
(d) four hundred dollars ($400): for a label package including 4 to 6 artists
(e) six hundred dollars ($600): for a label package including 7 or more artists
Each package will be reviewed annually and billed on the anniversary date (the “Distribution Fee”).
Notwithstanding paragraph 8.1 (a), if the Producer has already paid to Amplitude, for a given Term (Initial or Additional), the Distribution Fee payable pursuant to paragraph 8.1 (b) with respect to a given Set, no Distribution Fee is then payable pursuant to paragraph 8.1 (a), for this same Term, with respect to any Recording included in this Set which is also the subject of an individualized Digital Distribution by Amplitude during of this same term.
Notwithstanding paragraph 8.1 (b), if the Producer has already paid to Amplitude, for a given Term (Initial or Additional), the Distribution Fee payable pursuant to paragraph 8.1 (a) in respect of a given Recording which is also included in a Set, the amount of the Distribution Fee payable pursuant to paragraph 8.1 (b) in respect of this Set for this same Term (Initial or Additional) is then reduced by the amount of the Distribution Fee thus paid in application of paragraph 8.1(a) in respect of such Recording, it being understood that the total amount of all reductions applied to the Distribution Fee of this Set for this Term shall not exceed the amount of the Distribution Fee payable for this same Set pursuant to paragraph 8.1 (b) for this same Term.
In order to cover its administrative costs, Amplitude further retains ten percent (10%), plus any applicable taxes, of any sum, before taxes, collected by Amplitude from any Supplier (the "Administrative Costs").
For greater certainty, Amplitude may change the amount of the Annual Distribution Fee and Administration Fee from time to time in accordance with Section 12.2 of this Agreement.
Distribution Fees are payable by the producer upon receipt of Amplitude's invoice, which may be sent to the Producer through the Producer Interface and/or by email to the Producer's email address mentioned in the header. to this contract.
Amplitude shall pay to the Producer any sum, before any taxes, actually collected by Amplitude during a given calendar month from any Supplier in consideration for any exploitation of any Recording of the Producer on the basis of the Digital Distribution Rights granted to Amplitude in execution of this contract (the "Distribution Revenues"), plus any applicable tax, if applicable, no later than the last day of the month following that in which Amplitude receives the relevant Distribution Revenues, less the applicable Administrative Fees to such Distribution Revenues and, as the case may be, any amount that may then be payable by the Producer to Amplitude (the "Royalties"), together with a reasonably detailed report of such Distribution Revenues, Administrative Fees and other deductions, according to where applicable, and Fees (the "Reports"), it being understood that Amplitude is not obligated to make any payment or transmit any report so long as the mo The cumulative amount of royalties thus payable to the Producer is not at least one hundred dollars ($100) dollars, before any applicable tax, and that if this minimum cumulative amount of Royalties is not reached at the end of the Term (Initial or Additional) then in progress and this contract is not renewed for the next Additional Term, Amplitude will then send the Producer a Final Report accompanied by the total Royalties that may then be due to it, if any, no later than four- ninety days following the expiration of the Term.
Amplitude deducts from the Royalties payable to the Producer any Taxes that it is required to withhold and remit to a taxing authority under any applicable law and any costs and expenses incurred by Amplitude in order to collect the Distribution Revenues on which these Royalties are payable .
All Royalties payable by Amplitude to the Producer are payable in Canadian dollars, regardless of the currency in which the Distribution Revenues on the basis of which these Royalties are payable by Amplitude to the Producer. When the Distribution Revenues received by Amplitude are paid in currencies other than Canadian dollars, the exchange rate applicable to the payment of the Royalties payable on the basis of such Distribution Revenues is the same as that applied to the conversion into Canadian dollars of such Distribution Revenues in foreign currency by Amplitude.
Amplitude may, at its option, send any Report by mail or email to the Producer's address (civic or email) mentioned in the header of this contract or through the Producer Interface. It can also make any payment of royalties by check made in the name of the Producer and sent to the (civic) address of the Producer mentioned in the header of this contract or by electronic transfer of funds to the bank details of the Producer which the latter must then communicate to Amplitude at the written request of the latter sent by post or email to the address (civic or email) of the Producer mentioned in the header of this contract or through the Producer's Interface, Amplitude does not not being required to make any payment to the Producer, following such a request, as long as the Producer has not communicated his bank details to him.
Amplitude is under no obligation to resend a Report or to make a payment again if such Report or payment has been sent in accordance with this contract but has not been received or collected by the Producer, and may retain any sum thus transmitted that the Producer has not cashed more than twelve (12) months after the first attempt at payment thus made by Amplitude.
The Manufacturer may, at its own expense, during working days and hours, a maximum of once (1) per year, have Amplitude's books and accounting documents checked in relation to the accounts kept by Amplitude in execution of this contract. , by a chartered accountant, with thirty (30) working days notice. In the event that, over one of the account periods subject to verification, an error is found to the detriment of the Producer, the difference will be reimbursed by Amplitude to the Producer during the next payment of Royalties._cc781905-5cde-3194-bb3b -136bad5cf58d_
Any Report is deemed to have been definitively approved and accepted by the Producer unless he contests it in writing within six (6) months of receipt.
9.Representations and Warranties
The Producer represents and warrants to Amplitude: (a) that it has the capacity to bind itself to this contract and to perform any obligation arising therefrom; (b) that it has all the rights necessary to be bound by this contract and that any granting of rights by the Producer to Amplitude does not violate any law or the rights of anyone; (c) that no Recording or any Ancillary Content violates any law or any rights of anyone; (d) that any payment required for the production and for any exploitation of any Producer Recording and any Ancillary Content (including any work, performance and recording therein) has been and will be made in due time by the Producer.
The Manufacturer indemnifies Amplitude, any Supplier of Amplitude and their directors, officers, associates, employees and subcontractors (each an "Indemnified Party") for all damages, losses, expenses, costs (including costs and attorneys' fees and experts) and other damages arising from any claim or any recourse involving any allegation inconsistent with any granted right, any obligation subscribed or any representation or guarantee given by the Producer under this contract, and collaborates diligently and in good faith with any Indemnified Party in connection with such claims or remedies. Amplitude may further, in its sole discretion, suspend or terminate the Digital Distribution of any Recording subject to such claim or remedy and withhold payment of any amount that may be or become payable to the Producer until a judgment, an arbitration award or a settlement definitively puts an end to this claim or this recourse or, as the case may be, that a period of at least twelve (12) months has elapsed without there being was acted upon by the claimant.
10. Defaults and remedies
Each party may give notice to the other to remedy any default in respect of its obligations under this contract within ten (10) business days of receipt of a written notice describing in reasonable detail the alleged default and the expected remedy. Each party may, moreover, terminate this contract as of right upon prior written notice to the other party if the latter commits a material default in respect of its obligations under the terms of this contract or if, in the case of an obligation to successive performance, this defect, although not significant, has a repetitive nature, except, in the case of a defect not having a repetitive character, if the latter is corrected within ten (10) working days of receipt a written notice describing in reasonable detail the alleged defect and the remedy expected. Any request for correction of a default and any termination of the contract is, in all cases, made subject to all other remedies and remedies available to the party not being in default under the terms of this contract or under the law.
Amplitude may terminate this Agreement if Producer, or any officer, director, or shareholder of Producer (each a "Representative" of Producer) is found guilty of a criminal offense or becomes the subject of media controversy that is determined by Amplitude, acting reasonably, as materially and negatively damaging the brand image or reputation of the Manufacturer, the relevant Representative of the Manufacturer or Amplitude.
Amplitude shall not be liable to the Manufacturer for any fault (including any error, omission or delay) of Amplitude to the extent that such fault arises from a fault of a Supplier with whom Amplitude is contractually bound, including including if Amplitude does not pay Royalties to the Producer for an exploitation of a Recording carried out by a Supplier because this Supplier fails, for any reason, to pay to Amplitude the Distribution Revenues relating to this exploitation. Amplitude is not liable for any act of piracy or counterfeiting of a Recording.
Any amount that may remain due by the Producer to Amplitude at the termination of this contract for any reason becomes payable by Amplitude from the Producer on that date.
"Ancillary Content" to a Recording or Set includes its Graphic Design, its ISRC code, any metadata relating to that Recording or Set, the name (real or fictitious) and any image (including any photograph or other graphic representation) of any Contributor whose the performance, work or recording (including any sample ("sample")) is reproduced on this Recording or Ensemble, any trademark or logo used by such person, by the Producer or associated with any of 'them [, and, as the case may be, the lyrics accompanying any musical work reproduced on this Producer Recording, the ISRC code and any metadata].
"Digital Distribution" includes any transmission ("stream"), download ("download") or other mode of exploitation of a Recording in digital format by any Digital Music Service, by any means of communication to the public and available to the public by telecommunication (such as transmission by wire or wireless, satellite, Internet or mobile telephone network, Wi-Fi, including through applications), whether by subscription or on a transactional basis, and for a fee or for free. Transmissions falling under equitable remuneration and private copying rights and, for greater certainty, the reproduction and sale of Recordings on tangible media, such as compact discs (CDs), digital video discs (DVDs) and discs of vinyl.
“Recording” means a Sound Recording or an Audiovisual Recording.
"Audiovisual Recording" means a musical audiovisual work whose soundtrack consists of a Sound Recording and whose images illustrate or otherwise accompany the work or the musical performances reproduced on this Sound Recording.
"Sound Recording" means an exclusively sound recording of a musical work, with or without words.
“Set” means an album, an EP or any other set of Recordings offered for Digital Distribution for a price covering the transmission, downloading or other exploitation of all the Recordings comprising this set.
"Artwork" means the graphics ("artwork") reproduced on the cover or other packaging of tangible copies (eg CD, DVD or vinyl record) of a Recording or Set, or which would be if this Recording or Set were reproduced on tangible media.
Complete agreement. This contract contains the entire and unique statement of the agreement between the parties with respect to its objects. The Producer undertakes to complete, sign and send to Amplitude any document necessary or useful in order to establish, confirm or give effect to this contract.
Amendments. No modification to this contract shall bind the parties except by means of a writing signed by the parties or by their duly authorized representative. Notwithstanding the foregoing, Amplitude may modify this contract from time to time by giving prior written notice to the Producer setting forth such modification and the date of its entry into force (a "Notice of Modification"), the Producer being bound by this modification from its entry into force unless a notice of termination is sent to Amplitude within ten (10) business days following the date of transmission of this Notice of Change, in which case this termination takes effect on the date of entry into force of the modification covered by this Notice of Modification .
Notice. Except as otherwise provided in this contract, any notice, request, response, document or other communication required or permitted under this contract may be delivered by hand or mailed by registered or certified mail with acknowledgment of receipt. , or by courier, or transmitted by e-mail, to the addresses (civic and e-mail) indicated in the header of this contract or to any other address (civic or e-mail) of the recipient party that the latter may have previously communicated to the otherwise in accordance with this paragraph, or may be transmitted through the Producer Portal. Any notice, request, response, document or other communication so delivered, mailed or transmitted shall be deemed to have been received by the receiving party at the time of delivery if delivered by courier, bailiff or registered mail, on the first business day following the day it was sent by email with reasonable proof of transmission or receipt, or the first business day following the day it was sent through the Producer Portal.
Assignments. The Producer may not assign its rights or its obligations under this contract without the prior written consent of Amplitude, which may not refuse without reasonable grounds. Nor may it assign or otherwise grant to anyone the Digital Distribution Rights in respect of a Recording and its Ancillary Content during the Term of this agreement unless the third party beneficiary agrees to be bound by this agreement. towards Amplitude. Subject to the foregoing, this contract binds the parties, their representatives, successors, heirs, assignees and assigns and is for their benefit.
Laws and Jurisdiction. This contract is subject to the laws applicable in the province of Quebec, the courts sitting in the judicial district of Montreal, province of Quebec, having exclusive jurisdiction over any dispute based on this contract.