Terms

Effective as of January 6, 2020

The following outlines the terms of service for Digital Royalty Distribution’s administration services. You may only register for our service by reading and accepting these terms. You can also review our privacy policy, which outlines our practices towards handling any personal information that you may provide to us on our website.

You and Digital Royalty Distribution LLC (“Digital Royalty Distribution”, “DRD” or “us”) acknowledge that your use of the publishing administration service is subject to your approval to the terms of service and conditions outlined below, which will constitute your acceptance and accordance between you and Digital Royalty Distribution.

This authorization is made with respect to all musical compositions, prior to or during the term hereof, written or composed, in whole or in part, or owned or controlled, directly or indirectly, by you or any firm or corporation affiliated with or related to you or which you shall form.

Digital Royalty Distribution is prepared to fulfill the administration services only upon the condition that you accept all the terms of service and conditions. Please read these terms carefully. After reading the terms, if you agree to them, please indicate your decision by clicking Submit on the “Administration Registration & Acceptance Form”. If you do not agree to all the terms, do not proceed with registration.

If you accept and agree to these Terms on behalf of yourself or any other writer(s), producer(s), and/or music publisher(s)/administrator(s) or legal entity/entities, then you represent and warrant to us that you are rightfully authorized to do so on behalf of yourself or the applicable person/people or entity/entities and to hold them to these terms.

The terms “you” and “your” as used herein refer to all individuals and/or entities registering for Administration Services on this Site.

GRANT OF RIGHTS: During the term and exploitation period, Digital Royalty Distribution shall have the exclusive right to administer and exploit the compositions throughout the world; to print, publish, sell, use and license the performance and use of the compositions throughout the world; and to execute on behalf of you and your publishing designee any licenses and agreements affecting the compositions, including, but not limited to, licenses for mechanical reproduction, public performance and synchronization uses, and to assign in the normal course of business or license all such rights to third parties.

During the term and exploitation period, grant to Digital Royalty Distribution LLC, its successors, licensees and assigns, the sole and exclusive rights of administration, promotion and collection throughout the Territory with respect to one hundred percent (100%) of all of your right, title and interest (“Your Interest”) in and to all past and future musical compositions (“Compositions”).

The rights you grant to Digital Royalty Distribution as the administration on behalf of you and your publishing designee include, without limitation, the sole and exclusive right, license, privilege, and authority throughout the Territory, with respect to Your Interest, in and to all Compositions, whether now in existence or whether created during and throughout the Term, as follows:

Registration of the compositions on your behalf with the performance rights organizations (ASCAP, BMI, SESAC, etc.) and all other licensing agencies (HFA, MLC, MRI, CMRRA, etc.).

At your request or with your permission, to clear license requests for others to perform the compositions publicly or privately, for profit or otherwise, by means of public or private performance, radio broadcast, television, Internet, mobile telecom, or by any other means or media, whether now known or hereafter conceived or developed.

At your request or with your permission, to substitute new titles for any of the compositions, and to make any arrangement, adaptation, translation, dramatization or transposition of any of the compositions or of the titles, lyrics or music thereof, in whole or in part, and in connection with any other musical, literary or dramatic material, and to add new lyrics to the music of any composition or new music to the lyrics of any composition, and to prepare derivative works based on the compositions, regardless of any so-called “moral rights”.

Secure U.S. Copyright Registration with the U.S. Copyright Office of the Compositions on your behalf, including any and all renewals and extensions at your request and subject to payment of any relevant fees.

To approve and authorize all license requests by others to make phonograph records, master recordings, digital downloads, streams, podcasts, ringtones, transcriptions, soundtracks, pressings and any other mechanical, electrical or other reproductions of the compositions, in whole or in part, including without limitation, the right to grant licenses to third parties authorizing so-called “sampling” and/or interpolation of the compositions, and to use, manufacture, advertise, license, sell, or otherwise exploit such reproductions for any and all purposes, including, without limitation, private and public performances, radio broadcast, television, sound motion pictures, wired radio, phonograph records, and any and all other means and devices, whether now known or hereafter conceived or developed.

To print, publish, rent and/or sell (and authorize others to print, publish, rent and/or sell) and multiply, and to authorize others to print, publish, sell and multiply, copies of the compositions, in all forms, including, without limitation, sheet music, orchestrations, arrangements and other editions of the compositions, separately or together with other musical compositions, including, without limitation, in song folios, compilations, song books, mixed folios, personality folios and lyric magazines, with or without music.

Sublicense any or all rights granted herein to any persons or entities, subject to any approvals or restrictions contained herein.

Exercise and exploit during the term and exploitation period, exclusively, any and all other rights now or hereafter existing with regard to your interest in any and all compositions under and by virtue of any common law or statutory laws or provisions, including without limitation, copyright laws, including so-called grand rights and small performance rights, except for “traditional” sync licenses and, if you opt-out, “micro” sync licenses.

Administer and collect all monies derived from the exploitation of the compositions during the term and exploitation period throughout the Territory. After the term and exploitation period, we shall continue to have the right to collect all income payable in respect of exploitations of the compositions that was earned during or before the term and/or exploitation period. If we receive monies that were earned after the applicable exploitation period for a particular composition(s) from a third-party collection society, licensee or other entity due to their acts or omissions or your failure to notify the relevant third party of the expiration of this agreement, you acknowledge that our receipt thereof will not be a violation of this agreement. We will remit 90% of any such Net Sums to you as and when we would otherwise have accounted to you if the agreement was still in effect.

To use the names and approved likenesses of and biographical material concerning any artists, bands, producers and/or songwriters, as well as track and/or album name, and all artwork related to your sound recordings or audiovisual works, in any marketing materials for promotion of the site, our services and the compositions delivered hereunder.

You acknowledge that the term of individual licenses may extend beyond the term and/or Territory hereof and you authorize Digital Royalty Distribution to enter into such licenses on your behalf.

SYNC LICENSES. You retain the exclusive right to negotiate and grant sync licenses on whatever terms you establish for the use of your Compositions as that term is understood in the U.S. music publishing industry, such as one-off licenses for use in films, television productions, commercials, and video games. Any such licenses will be between you and your licensees. Digital Royalty Distribution will disclose to you all license requests and will require your authorization and approval beforehand.

YOUTUBE AND “MICRO” SYNC LICENSES. Unless you choose to opt-out, the rights granted to Digital Royalty Distribution under these terms include the exclusive right to grant, administer and collect “micro” sync license which includes and not limited to, blanket licenses for use of Compositions, in videos, art tracks, and other audio-visual content on social media platforms, within user-generated videos, slideshows, presentations, multimedia projects, software apps, on video sites and all other online services such as YouTube, Vevo, and Vimeo, etc.

Unless you decide to opt-out of our service for YouTube, Digital Royalty Distribution’s rights include the right to identify, submit claims on your behalf and monetize on videos containing your Compositions by allowing the display of advertising. If you are a current YouTube partner, please provide us with accurate details identifying your YouTube channel or else, subject to these terms, we will “whitelist” and not monetize your channel.

PAYMENTS:

Mechanicals 90/10

Publisher’s share of performance income 90/10

Synchronization 85/15

All Other Income 90/10

In the event Digital Royalty Distribution has, in its reasonable business judgment, reason to suspect that your account has been subjected to and/or involved in fraudulent activities, Digital Royalty Distribution reserves the right to suspend royalty disbursements and block your ability to receive funds until satisfactory resolution and/or explanation of the suspect activities is obtained. To the extent that any fraudulent activities are determined to be caused by your or your affiliates’ actions or omissions, any costs incurred by Digital Royalty Distribution (including legal fees and costs) in connection therewith may, in addition to its other remedies, be deducted by Digital Royalty Distribution from any monies otherwise payable to you hereunder. Certain of Digital Royalty Distribution’s licensees may also have policies related to fraud and suspected fraudulent activities and you agree that such policies shall be binding upon you hereunder.

ACCOUNTING. Formal accountings as to Net Sums payable by Digital Royalty Distribution to you hereunder shall be made by Digital Royalty Distribution to you during the last week in March for the period ending the preceding December 31st, and during the last week in June for the period ending March 31st, and during the last week in September for the period ending the preceding June 30th and during the last week in December for the period ending the preceding September 30th, together with payment of accrued royalties, if any, earned by you during such quarterly period. Net Sums payable to you for any period that do not exceed the minimum threshold of One Hundred U.S. Dollars ($100), will carry forward to the next accounting period in which the Net Sums payable to you exceed such amount.

All royalty statements and other accounts shall be conclusively binding upon you and not subject to any objection for any reason, unless specific objection in writing, setting forth the basis thereof, is given by you to Digital Royalty Distribution within one (1) year after the date that such statement is rendered.

At your own expense, you may, audit Digital Royalty Distribution’s books and records directly relating to the Compositions that report the royalties or other monies payable hereunder. You may perform such audit for the purpose of verifying the accuracy of any statement rendered to you hereunder and may audit a particular statement only once and only within one (1) year after the date such statement is rendered.

Any such audit by you shall be conducted by a reputable independent certified public accountant experienced in music publishing industry audits (“Auditor”), who is not engaged at that time in any other audit of Digital Royalty Distribution, its controlling entities or any of its or their subsidiaries or affiliates. It shall be conducted at the place where Digital Royalty Distribution keeps the books and records to be examined during Digital Royalty Distribution’s usual business hours and with reasonable prior written notice to Digital Royalty Distribution. Any such audit shall be conducted in such a manner so as not to disrupt Digital Royalty Distribution’s other functions and will be completed promptly. The fee to be paid to Auditor shall not be contingent upon the results of Auditor’s inspection.

You acknowledge that Digital Royalty Distribution’s books and records are strictly confidential; neither you nor your representatives shall reveal any of the contents of such books and records to any third parties; and your review of such books and records may be subject to certain restrictions imposed upon Digital Royalty Distribution by third parties.

Auditor shall review his/her tentative written findings with a member of Digital Royalty Distribution’s finance staff designated by Digital Royalty Distribution before rendering a report to you as to remedy any factual errors and clarify any issues that may have resulted from any misunderstanding(s). Any legal action against Digital Royalty Distribution by you with respect to a specific accounting statement or the accounting period to which the same relates shall be forever barred if not commenced in a court of competent jurisdiction within six (6) months after your receipt of written notice from Digital Royalty Distribution rejecting your written claim in connection therewith.

MATCHING RIGHTS. Digital Royalty Distribution would be accorded first negotiation and last refusal rights with respect to any bona fide offer from a third party to administer, co-publish or purchase any Compositions, or any future compositions written, produced, owned or controlled by you after the Term.

ASSIGNMENT. Company shall have the right to assign this Agreement at any time to any person or entity. Neither this agreement nor any rights hereunder are assignable by Composer at any time to any person or entity. This agreement inures to the benefit of Company’s successors, assigns, licensees, grantees, and associated, affiliated and subsidiary companies.

You may not assign or transfer your account, rights, obligations, or interest under this agreement to anyone else unless otherwise agreed in writing by Digital Royalty Distribution. Any assignment, encumbrance or other transfer of Your Interest in any Composition(s) will remain subject to this agreement during the term and exploitation period. A purported assignment, encumbrance or other transfer not in accordance with this paragraph will be void and without effect ab initio.

CANCELLATION. The term and your enrollment with Digital Royalty Distribution will continue until you send a cancellation request. You may cancel the term at any time by sending an email to admin@digitalroyaltydistribution.com. Cancellation shall be effective at the end of the calendar quarter in which we receive such cancellation notice, subject to our post-term exploitation period and collection rights and the rules and regulations of the relevant performance, licensing and other collection rights organizations. If you fail, or Digital Royalty Distribution suspects that you have failed, to comply with any of the provisions of this agreement, Digital Royalty Distribution, at its sole discretion, without notice to you may terminate this agreement in which case you will remain liable for all amounts due under your account up to and including the date of termination.

We may also terminate the term if we no longer provide the services or for any other reason. After the term and exploitation period, we shall continue to have the right to collect all income payable in respect of exploitations of the Compositions that was earned during or before the term and/or exploitation period and we will continue to account to you for all such income.

CHANGES. Digital Royalty Distribution may revise these terms of service at any time by updating these Terms as they are displayed on this website. We are not required to contact you prior to making any changes to these Terms; therefore, we encourage you to visit this page frequently, so you are aware of any updates or changes.

WARRANTIES AND INDEMNIFICATION. You hereby warrant and represent to Digital Royalty Distribution as follows:

You are at least eighteen (18) years of age and, if you are entering into this agreement on your own behalf as a songwriter, are not currently signed to an exclusive songwriter, co-publishing, administration or other agreement regarding Your Interest in any Compositions or your songwriting services.

All registration information and other information you submit to Digital Royalty Distribution is and will remain truthful and accurate. You will notify us promptly if any information changes or needs to be updated. In the event we are put on notice with respect to a discrepancy or any inaccuracy with respect to information provided in the Registration, we shall have the right to suspend payments generated in connection with the Compositions in question until the discrepancy or inaccuracy is resolved to our reasonable satisfaction, without limitation of our indemnity rights as set forth below.

You have and shall continue to have the full right, capacity, power and authority to enter into and fully perform this agreement. Without limiting the foregoing, no consent of any third party is required, nor shall it be required, in order to effectuate the grant of rights made to Digital Royalty Distribution under this agreement, or Digital Royalty Distribution’s enjoyment of such rights and the proceeds thereof as contemplated hereunder.

Neither the music, title, lyrics or other material comprising the Compositions, nor any part thereof is or shall be a copy of any other copyrighted work, or infringes or shall infringe upon any statutory or common law rights of any third party; or violates or shall violate any statutory or common law. Without limiting the foregoing, no Composition embodies a “sample,” “interpolation,” arrangement, or other portion of a musical composition owned or controlled by a third party.

The Compositions are and shall be free from any adverse claims, liens or encumbrances of any kind by any person or entity.

Digital Royalty Distribution shall not be required to make any payments of any nature for, or in connection with, the exploitation of the Compositions except as specifically set forth herein.

You shall at all times defend, indemnify and hold harmless Digital Royalty Distribution and its affiliates and their respective members, employees, affiliates, attorneys, representatives, agents, licensees and distributors (collectively, the “Other Indemnitees”) from and against any and all demands and/or claims by third parties and resulting damages, liabilities, losses, costs and expenses, including actual out-of-pocket legal expenses and reasonable counsel fees, arising out of any alleged breach or breach by you of any warranty, representation or agreement made herein, or pertaining to any act, error or omission committed by you or any person or entity acting on your behalf (or on whose behalf you are acting) or under your direction or control. You will reimburse Digital Royalty Distribution and the Other Indemnitees, on demand, for any payment made at any time after the date hereof in respect of any liability or claim for which Digital Royalty Distribution or the Other Indemnitees are entitled to be indemnified, or Digital Royalty Distribution may elect to deduct any such payments from all sums otherwise due you hereunder.

COPYRIGHT INFRINGEMENT. Digital Royalty Distribution takes alleged copyright infringement seriously. If you believe that any information or material on our website infringes upon your copyrighted work, please send our Copyright Agent an e-mail or other written notice that includes the following information: (a) an electronic or physical signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed; (c) a description of where the material that you claim is infringing is located on the website; (d) your address, telephone number, and e-mail address; (e) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (f) a statement by you, under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. As an accommodation to you, we may attempt to resolve any discrepancy on your behalf and with your direction and approval, but we are not acquiring the right to enforce your copyrights on your behalf via any legal methods and any such actions shall be handled by you directly and at your sole cost and expense.

All copyrights in and to the website (including the compilation of content, postings, links to other Internet resources, and descriptions of those resources) and related software are owned by Digital Royalty Distribution and/or its licensors, who reserve all their rights in law and equity.

THE USE OF THE SITE OR ANY PART OF THE SERVICES, EXCEPT AS PERMITTED IN THIS AGREEMENT, IS STRICTLY PROHIBITED AND INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES.

Our Copyright Agent for notice of claims of copyright infringement on the Site is:

Vincent Phillips, Chief Operating Officer

Digital Royalty Distribution LLC

1201 Peachtree Rd NE Suite 100

Atlanta, GA 30361

Email: legal@digitalroyaltydistribution.com

MISCELLANEOUS IN NO EVENT WILL DIGITAL ROYALTY DISTRIBUTION BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SERVICE, EVEN IF DIGITAL ROYALTY DISTRIBUTION IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, DIGITAL ROYALTY DISTRIBUTION’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO DIGITAL ROYALTY DISTRIBUTION FOR THE SERVICES. THE SITE, THE SERVICES AND THE CONTENT ARE PROVIDED “AS-IS” AND THE COMPANY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. DIGITAL ROYALTY DISTRIBUTION CANNOT GUARANTEE AND DOES NOT PROMISE ANY REVENUE OR OTHER SPECIFIC RESULTS FROM USE OF THE OR THE SERVICES. TO THE EXTENT THESE DISCLAIMERS AND LIMITATIONS ARE LIMITED BY APPLICABLE LAW, THEY SHALL OTHERWISE APPLY TO THE FULLEST EXTENT OF SUCH LAW.

You acknowledge that any exploitation of the Compositions is speculative, and that Digital Royalty Distribution cannot guarantee that the Compositions will be exploited at all or that any Net Sums will be generated or earned hereunder. You waive all claims and warrant, represent and agree that you will not make any claim, nor will any liability be imposed upon Digital Royalty Distribution based upon a claim, that more Net Sums could have been generated or better business achieved than that which was generated or achieved by Digital Royalty Distribution and/or its licensees.

Your use of the Service includes the ability to enter into agreements and/or to make transactions electronically.

YOU ACKNOWLEDGE THAT YOUR REGISTRATION AND ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY THE TERMS OF SERVICES. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS.

This agreement is entered into in the State of Georgia, U.S.A., and shall be construed in accordance with the laws of said state applicable to contracts to be wholly performed therein, without reference to any conflict of laws principles. The Courts located in Fulton County, Georgia (State and federal), shall have sole and exclusive jurisdiction over any controversies arising out of, or in connection with this agreement; any action or other proceeding which involves such a controversy will be brought in those courts, in Fulton County.

DEFINITIONS

“Exploitation Period” for a Composition shall mean the later of (a) the end of the Term or (b) one (1) year after you submit the same to us. For example, if you submit a Composition on January 1st and the Term ends on February 1st of that year, then the Exploitation Period for that Composition shall continue until December 31st of that year.

“Registration” shall mean the online registration that you are required to complete in order to become a Digital Royalty Distribution member.

“Services” shall mean the music publishing administration services provided to you by Digital Royalty Distribution in each applicable Territory as selected by you during Registration (or updated by you from time to time during the Term via the Site).

“Site” shall mean www.digitalroyaltydistribution.com, and any and all subdomains and other Digital Royalty Distribution branded web-based properties (and mobile apps or other mobile versions of same) owned and operated by Digital Royalty Distribution LLC.

“Term” shall commence upon the date of your registration (your submission of a complete Administration Registration & Acceptance Form) and shall continue (a) through the end of the calendar quarter during which we receive your valid cancellation notice in accordance with the provisions in the “Cancellation” section above or (b) until we terminate the Term as provided above.

“Territory” shall mean the Universe.