This Catalog - Digital Music Distribution Agreement (the "Agreement") is made and entered into between YOU (hereinafter referred to as the "Contractor") and Be Musix LLC (hereinafter referred to as the "Distributor"), located at 1209 Mountain Rd PI NE STE R, Albuquerque, NM 87110, USA.
1. Purpose
The Contractor agrees to deliver the Content to Be Musix exclusively for digital distribution worldwide during the Exclusive Distribution Period. This includes both back catalog and new releases.
2. Content
The Content includes all Recordings, Music Videos, and Ancillary Material owned or controlled by the Contractor during the Agreement's term, along with any Content submitted via Backstage or other agreed delivery methods, plus all associated Metadata and documentation.
3. Territory
This Agreement grants Be Musix all necessary authorizations and rights for the Worldwide distribution of the Content.
4. Exclusive Distribution Period
This Agreement begins on the Effective Date and lasts for an Initial Period of three (3) years, starting when the Contractor delivers the first Recording to Be Musix. After this, the Agreement automatically renews for additional Extended Periods of two (2) years each, unless either party gives written notice at least three (3) months before the next renewal date.
5. Financial Terms: Revenue Sharing
The Contractor will receive 70.00% of the Net Receipts from Be Musix. This amount is calculated after deducting any applicable Mechanical Rights payments, as well as all duties and taxes (including withholding taxes).
6. Exclusive Rights Granted to Be Musix
6.1. During the Exclusive Distribution Period, the Contractor grants Be Musix exclusive, irrevocable, and worldwide rights to promote, exploit, and digitally distribute the Content. This includes the right to sub-license to DSPs, use Artist's branding for promotion, and manage metadata.
6.2. Be Musix has the exclusive right to manage Content use on UGC Platforms (YouTube, TikTok, Facebook, Instagram, etc.). This includes monetization via Content ID, blocking policies, and channel management.
7. Delivery Timeline & Commercial Release
The first items of New Releases must be delivered no later than one (1) month after the Effective Date. Content delivered less than one (1) week before the planned release date may be delayed by DSPs. Be Musix reserves the right to adjust Metadata to meet DSP requirements.
8. Mechanical Rights
If DSPs require Mechanical Rights licenses, Be Musix will use reasonable efforts to manage these on behalf of the Contractor. If licenses are unavailable in a territory, Be Musix may suspend distribution in that specific territory.
9. Payment Terms, Taxation & Audit
- 9.1 Statements: Monthly royalty statements will be generated. Revenue earned in a given month (e.g., January) will be reported between the 1st and 5th of the second following month (e.g., March). Payments are processed between the 15th-20th if the balance exceeds USD 50.
- 9.2 Self-Billing: The Contractor authorizes Be Musix to issue invoices on their behalf ("Self-Billing").
- 9.3 Audit Rights: The Contractor may audit Be Musix's records once per calendar year with 30 days' notice. If an underpayment >10% is found, Be Musix reimburses audit costs up to $3,000.
- 9.4 Tax Compliance: Contractors must submit valid tax forms (W-9 for US, W-8BEN for Non-US) via the Backstage system before receiving payments.
10. Representations and Warranties
The Contractor guarantees they have the full legal right to grant distribution rights and that the Content does not infringe on any third-party rights. The Contractor is responsible for all payments to artists, producers, and contributors.
11. Claims, Remedies & Indemnification
11.1 Third-Party Claims: If any third party makes or threatens a claim (a "Claim") against Be Musix concerning the Content, or if the Contractor materially breaches this Agreement, Be Musix will notify the Contractor in writing as soon as reasonably possible. The Contractor must then promptly take all necessary steps to settle, contest, or defend the Claim in good faith.
11.2 Fraud & Takedowns:
- Invalid Takedown Fee: A USD 10 penalty per release applies for invalid claims or lack of ownership proof.
- Fraud Policy: If artificial streaming or fraud is detected, content will be removed, royalties withheld for up to 6 months, and potentially forfeited.
- Account Blocking: Fraudulent accounts may be permanently suspended.
11.3 Indemnification: The Contractor agrees to indemnify Be Musix against any losses or damages arising from a breach of this Agreement.
11.4 Voluntary Takedown Fee: If the Contractor requests a takedown without a valid legal reason, a non-refundable administrative fee of USD 10 per release applies.
12. Duration and Termination
Either party may terminate with 3 months' notice before the renewal period.
Early Termination Fee: If the Contractor terminates prior to the end of the Exclusive Period (without Be Musix being in breach), a one-time fee of USD 300 applies to cover administrative costs.
After termination, the Contractor retains dashboard access for 3 months to view final royalties.
13. Miscellaneous
- Governing Law: State of New Mexico, USA.
- Dispute Resolution: Good faith negotiation first, followed by mediation in Pinellas County/New Mexico, or international arbitration (Singapore/London).
- Data Privacy: Compliance with GDPR and applicable privacy laws.
- Electronic Signature: Valid under the E-SIGN Act.
14. Definitions
- Content: Recordings, Music Videos, Artwork, and Metadata.
- DSPs: Digital Service Providers (Spotify, Apple Music, YouTube, etc.).
- Net Receipts: Actual amounts received by Be Musix after deducting DSP fees, taxes, and direct costs.
- UGC Platform: User-Generated Content platforms like TikTok, YouTube, Facebook.