Distribution Agreement

 

Digital Distribution Agreement

 

  1. Definitions within this agreement.

    The following terms have the following meanings for purposes of this Agreement:

    1. "Digital Master" or "Digital Masters" means a copy or copies of Recordings in any digital form.

    2. "Copyright Information" means the information regarding a Digital Master or Masters, such as your name, the names of all writers, the name of the publisher, the title of the release and the name of the etc.

    3. "Recordings" means sound recordings and audio/visual recordings and musical compositions that you have chosen for digital distribution and entered / uploaded through the use of our Online Artist Dashboard & Artist Wizard functions and forms. Any such sound recordings and audio/visual recordings and the musical compositions must be owned or controlled by you and / or have been cleared by you for all purposes and rights granted and authorized hereunder by you.

    4. “Wizard and Dashboard” means the interface provided by Wolf Digital allowing you to Upload and enter audio, artwork, metadata, lyrics, biographies, promotional material, photo’s & any other digital data uploaded or manually entered by you currently available and / or available in the future. Also this in the interface provided to allow you to view, edit and remove your releases, view sales reports and manage your account details with Wolf Digital.

    5. "Licensee" means the digital Internet consumer stores (DSP’s) (e.g. iTunes, eMusic, TDC etc. where your music may be made available) which we may authorize to carry out the distribution and sale or other use of Recordings and Artwork pursuant to the terms within this Agreement. Additional Licensees (DSP’s) may be added or removed by us at any time.

    6. "Artwork" means album cover artwork and any other artwork relating to Recordings that you provide to us through the Wizard / Dashboard. All artwork shall have been cleared by you for all purposes.

    7. “Take down” means the removal of your release from DSP’s / stores or any service delivered to by Wolf Digital initiated by you due to termination of the services or by Wolf Digital due to unpaid fee’s or a breach of any terms set herein.

    8. “Metadata” means any and all data audio, artwork, copyright information or otherwise entered by you to enable Wolf Digital to deliver your music to our partners, DSP’s, stores or otherwise.

    9. “DSP” means digital service provider. These are the shops or download stores where you music will be available to buy, stream or to subscribe.

  2. You hereby appoint Wolf Digital as your authorized representative for the sale and distribution of Recordings, artwork and metadata provided herein. The rights that are granted by you to Wolf Digital are non-exclusive and are worldwide unless otherwise specified by you within the dashboard. You hereby grant to Wolf Digital the non-exclusive right, during the agreement term to:

    1. Convert & Reproduce Recordings into Digital Masters to the specifications of the respective licensee’s (eg iTunes, Amazon etc).

    2. Perform and make available for promotional purposes, portions of Recordings ("Clips") by "streaming" or otherwise to promote the license, sale and distribution of Digital Masters;

    3. Distribute, sell and deliver Digital Masters & the respective Artwork, as individual tracks or entire albums, and associated metadata to licensee’s (eg iTunes, Amazon etc.) Who may use such Digital Masters in accordance with the terms set forth herein;

    4. Use and copy Digital Masters to be distributed as so-called "conditional" downloads, whether tethered to a device, time limited, play limited, subscription, streaming or otherwise;

    5. Identify and register your Digital Masters through the use of digital fingerprinting technology (e.g., gracenote, google, Youtube & any existing, planned or such future services), in order to help protect your Digital Masters from piracy and unauthorized duplication;

    6. Use and distribute Copyright Information to the specifications required by licensee’s as Digital Master & metadata.

    7. Use Recordings, and Authorized Artwork and metadata as may be necessary for us to exercise our rights stated within this Agreement.

    8. Display when necessary and then make available any and all lyrics associated with a musical composition.

    9. Publicly perform the Recordings via streaming. (i.e., playing the song on Internet radio stations,web sites or otherwise.)

    10. Distribute Recordings free of only charge in connection with the promotional programs of our Licensees.

    11. Authorize the applicable Licensees to perform any one or more of the activities specified above.

    In Real words. You are giving us the non exclusive right to delivery your music, artwork and other necessary data and information needed to get your music online in the shops

  3. The term of the Distribution Services provided by Wolf Digital shall commence on the Date of clicking make payment / accept / agree / confirm or otherwise and shall continue until either:

    (a) Terminated by you provided that you have paid all necessary outstanding fees to include the respective take down fees.

    (b) Terminated by us in the event that you have not made any payments when due. If you paid a Yearly Subscription Fee, then we may terminate the Services if you fail to pay the annual Renewal Subscription Fee when due. If a payment is not received by us within ten (10) days of the date such payment is due, we reserve the right to terminate the Services. We may terminate this Agreement at any time in the event that you breach any of the Site Terms and Conditions. You may terminate your use of the Services at any time by sending from within your dashboard at Wolf Digital or by sending an email to This email address is being protected from spambots. You need JavaScript enabled to view it. . In the event you terminate the services no fee or portion thereof will be refunded unless otherwise stated. In the event that the Services are terminated for any reason, we will have sixty (30) days to notify all applicable Licensees, DSP’s or otherwise to discontinue the distribution and sale of your recordings and digital masters.

    In Real words. You pay a yearly subscription fee to have your music delivered to iTunes, etc. and receive 100% of all royalties from all sales. If you terminate the agreement, it may take up to 30 days to get your music taken down at the online retailers. If you fail to pay the annual Renewal Fee, we can terminate the Services.


    You acknowledge and agree that upon termination of Wolf Digital Services for any reason, you will be charged a take down fee as stated below or on the Wolf Digital web site per release in order to have your Recordings and Digital Masters removed or "taken down" by the applicable Licensees DSP’s or otherwise. Upon payment of all applicable Take Down Fees, your Recordings and Digital Masters will be taken down and upon the discontinuance by the Licensees of your Recordings for sale, this Agreement will then be terminated. Any outstanding royalties will be accounted to you even after termination of this agreement.

    Upon termination If no “take down fee” is received / paid by you we will be entitled to keep 100% of any payments due to you with respect to the sale of your Digital Masters and Recordings until the value of the takedown fee has been reached.

    Your release will also remain available for purchase until the value of the takedown fee has been reached.

    In Real words. Removing your music from the online retailers can sometimes be harder than getting it online! Generally it’s a manual process, costing us time and money. If the appropriate Take Down Fees are not paid at the time you cancel Wolf Digital services we can keep the royalties that come in until you reinstate your account or pay the Take Down Fees. It's the only way to prevent anyone from abusing Wolf Digital Services.

  4. In consideration for the digital distribution services provided by Wolf Digital you pay us a yearly subscription fee as shown on Wolf Digital website, stated below or otherwise. You may pay additional fees in order to provide further digital distribution of additional releases be it single’s albums or otherwise.

    In Real words. You can make as many releases as you wish but you pay the subscription fee per release)


    Yearly Subscription Fee’s

    The Yearly Subscription Fee’s are applicable as stated on the Wolf Digital Web Site or below. The Annual renewal fee is the same amount due one year after the first payment has been made unless otherwise stated in the “Distribution Prices” on the Wolf Digital Web Site at the time of renewal. You can release as many Single’s, EP’s and Lp’s as you wish but the fee’s apply to each individual release.

    In real words. This agreement is not a “Flat Rate distribution agreement for unlimited releases.)

    You agree that we are authorized to deduct any Fees you have agreed to pay and any applicable taxes and other charges you may incur in connection with your use of the Wolf Digital Services from your Account / Wizard or dashboard with Wolf Digital. You are solely responsible for all charges, fees, duties and taxes, incurred by you in connection with Wolf Digital services. All fees paid herein are nonrefundable and you will not be entitled to reimbursement of any applicable pre-paid fees with respect to any cancelled releases or albums.

    In real words. You are responsible for all fees due and for making sure your credit card and any other selected payment methods work. We will send you a notice if it doesn't, but after 30 days of non-payment, we will terminate the Services resulting in the take down of any & all associated releases and the subsequent take down fee’s for each release single or LP will be due for payment.

  5. Wolf Digital will pay you an amount equal to one hundred percent (100%) of our actual receipts from the Licensees, DSP’s, stores & partners in connection with the sale of your Digital Masters. All amounts owed to you will be shown in your account in the dashboard within sixty (30) days of our receipt of the applicable payment from the Licensee. For the purposes of this Agreement, your Account / dashboard is a non interest-bearing account that we administrate on your behalf and is subject to the terms of this Agreement.

    All payments to you will be shown in your Account / dashboard and can be distributed to your personal account information as stated in the dashboard. (i.e., your PayPal Account or other payment account designated by you) once the minimum amount in your Deposit Account meets a minimum of AUD 100.00 plus any applicable transaction fee’s. It is your responsibility to ensure that your personal Account information is correct and up to date in your dashboard Account. We will not be responsible for any payments made to the wrong personal account.

    As we receive sales information from the Licensees with respect to your Recordings, we will publish this information to your dashboard and make this information available to you through your dashboard. Most stores (like iTunes) send your sales information and money between 30 and 60 days after the end of the month in which the sale takes place. As an example, if you had sales in the month of February, the stores typically send your sales information and money by April 30. Some stores, like eMusic send your sales information and money within 60 days after the end of each QUARTER YEAR. So if your music sold in those stores any time during January, February or March, you'll know about all three months by June. As we receive this information, we will use all reasonable efforts to provide it to you as soon as possible. The information will include the name of the Licensee, DSP or store. The amount paid by them and whether the payment resulted from the sale of a single track, a bundled album, from streaming, subscription or royalties paid by an Internet radio station or otherwise. This information comes directly from the licensees, DSP’s and shops and we are not responsible for any errors or inaccuracies in the information. On the rare occasion that your sales information and money is posted late, it is due to delays in reporting from the stores and not from Wolf Digital.

    In real words. You receive 100% of the money received from iTunes, Amazon, etc. for the sale of your music as soon as possible after we have received it . We forward you 100% of what we receive.

  6. You hereby confirm that you have, own and have paid if necessary for any and all clearances and licenses as may be required for uses of Recordings and Artwork. You are responsible for and shall pay :

    (a) Any royalties and other sums due to artists, authors, co-authors, copyright owners and co-owners, producers and any other royalty participants from sales or other uses of Digital Masters.

    (b) All mechanical royalties or other sums payable to publishers and / or authors or co-authors of musical compositions within and participating within the Digital Masters from sales or any other uses of Digital Masters.

    (c) All payments that may be required under any collective agreements applicable to you or any third party.

    (d) Any other royalties, fees and / or sums payable with respect to Recordings, and Artwork, and other materials provided by you to Wolf Digital.

    You accept that any amount payable to you is inclusive of any artist royalties that might otherwise be required to be paid.

    If any licensee DSP or shop does not make all necessary payments regarding publishing licenses, we will not make payments to collecting societies, music publishers or otherwise. Such payments if not already accounted & deducted by licensee remain accountable by you to the respective collecting societies, publishers or composers.

    In real words.You are obligated to pay any other potential right's holder that may have a claim on the songs you are selling. We DO NOT do that for you. You are agreeing to take on that responsibility entirely.

  7. You have the right at any time during the term through your dashboard to remove the authorization of sale or other uses of digital masters, recordings, artwork or otherwise. Within thirty (30) days following the receipt of such notice to Wolf Digital we will advise the applicable Licensees that they are no longer authorized to offer the sale or other use of the Recordings, Digital Masters or Artwork.

    Please note: for your notice of withdrawal to be effective, it must be sent from the Dashboard of your Wolf Digital Account. You acknowledge and agree that any removal, withdrawal or take down of your Recordings and Digital Masters from the Licensees will be subject to payment by you of the applicable Take Down Fees.

    In real words. You can have us request a “take down” to the shops at any time, but you will have to pay for each removed release.

  8. You have the right to correct, change artwork & metadata at any time within the Wolf Digital Dashboard as long as it has not already been delivered & made available for sale by the Licensee’s. Any alterations to Artwork, Audio or Metadata after delivery to Licensee’s will be charged an update fee as stated on Wolf Digital web site, below or otherwise.

    In real words. It’s harder to update or change music, metadata or artwork that’s already on line than it is to get it there in the first place. Much of this work is manual work & it costs us time & money. Therefore: CHECK EVERYTHING IS CORRECT BEFORE YOU PUT THE PRODUCT ONLINE!

  9. Wolf Digital may authorize the Licensees to use the names and likenesses of, and biographical material in respect to a release, any artists, band, producers and / or songwriters, as well as track and / or album name and Authorized Artwork, in any marketing materials for the sale, promotion and advertising of the applicable Digital Master that is offered for sale or other use under the terms of this agreement. Wolf Digital and any of our Licensees shall have the right to market, promote, sell, give away and advertise the Digital Masters in connection with promotional programs, without incurring any payment obligations to you only in connection with such promotions opportunities at Wolf Digital sole discretion.

    In real words. When you deliver your music to a store you are giving them the right to promote it on their site with your album cover art, metadata, etc. at their discretion. You are also giving Wolf Digital the right to promote links to your music, metadata & artwork to the retailers. There is no guarantee that anyone will promote your music, or that any promotion will generate sales for you.

  10. All materials, Audio, Artwork, Biography etc. delivered by you, is and remains your property.

    In real words. You own the rights to your music and are in NO WAY giving us the rights to do more than submit it to the retailers for you.

  11. We reserve the right to change, modify, add to or remove any part of this Agreement. Notice of any agreement changes shall be sent to you by email at least thirty (30) business days prior to their effective date. In the event that you do not agree to any such changes you may terminate this agreement by written notice to us via your dashboard or per email. Your failure to do so within thirty (30) business days of the date of any such email from us to you shall be regarded as your acceptance of changes. No refunds or pro rata refunds will be reimbursed to you for any and all payments already made by you for Wolf Digital services.

    In Real words. We have no intention of changing the deal we have with you, but circumstances can change (for example, online distributors can change their payouts, etc.) that requires us to need to have the flexibility to change our agreement. You will always be notified of this with allowing enough time to react.

  12. If we receive a claim that the use of any Recordings, Digital Masters, Artwork or any other materials provided by you to Wolf Digital violates any rights or third party rights, you agree to indemnify and hold Wolf Digital harmless, and defend our Licensees and affiliates or otherwise from and any and all losses, liabilities, damages, costs or expenses to include all lawyers / attorneys' fees and costs concerning any such claim. You also agree to reimburse us and our Licensees DSP’s, shops or our affiliates on demand for any payments made in result of any liability or claim that is subject to indemnification under this Section. Wolf Digital will promptly notify you of any such claim. You will assume control and administration of the defense of such claim. If a claim is made we will have the right to withhold payment of any monies due to you hereunder in an amount reasonably related to the claim and possible expenses.

    If Wolf Digital or a Licensee, DSP or store receives a written notice regarding the ownership or control of a Digital master from any party and you disaffirm any rights you have to the Recording and Wolf Digital decides to issue a take down for the disputed Content, you shall be liable for paying the applicable Take Down Fee. If we or a Licensee, DSP or store receive written notice of a summons, lawsuit, or other legal action filed in a court alleging infringement of any rights of any third party to include any claim for trademark or copyright infringement, defamation, unfair competition or infringement of privacy or publicity in connection with any Recording and Wolf Digital decide, in our sole discretion, to issue a take down request for the Recording that is the subject of the Legal Claim, you shall be liable for paying all Take Down Fees for such Recording regardless whether you dispute the Legal Claim or not.

    In real words: If the material you submit violates copyright claims you will pay for 100% of the legal fees to sort it out. You and ONLY YOU are responsible for copyright issues. Due to the manual work involved and legal activities required to respond to such take down & royalty infringement notices the fee is Euro 100.00 per takedown. Therefore make sure you have all rights for Audio, Artwork, Sample clearance, Permission for cover versions etc.MAKE SURE WHAT YOU HAVE BELONGS TO YOU & IF IT DOESN’T MAKE SURE YOU HAVE PERMISSION TO USE IT OR DO IT. IT CAN GET VERY EXPENSIVE IF EVERYTHING IS NOT IN PLACE.

  13. You acknowledge and agree that, in the course of negotiating and transacting business with Wolf Digital , you may become aware of certain confidential information related to Wolf Digital ’s business and practices. You agree to keep such information confidential. You hereby agree that Wolf Digital shall have the right to provide information relative to the sales of your Recordings hereunder to third parties, to supply such information in charts and other similar informational materials or otherwise.

  14. Additional Guarantees and Warranties.

    1. You hereby agree & guarantee that you are at least 18 years of age and have the full authority to act on behalf of any and all owners of any rights, title or interest in and to the recordings, artwork or other material or data supplied to Wolf Digital.

    2. You hereby agree, confirm & guarantee that you own or control the necessary rights, licenses and permissions in respect to audio, artwork, metadata, photos, biographies and any information, files, data or information entered or uploaded through your Dashboard to Wolf Digital and that the exercise of such rights, licenses and permissions by us and our Licensees shall not violate or infringe the rights of any party or third party.

    3. You hereby agree & guarantee that:

      (a.) You have the right and authority to enter into this Agreement and to grant to us all rights herein

      (b.) All of the Recordings, including any sampled third party material embodied therein, Artwork, metadata, videos and any other materials supplied by you to Wolf Digital or relating to Recordings are owned or controlled by you and any distribution of the same shall not infringe on the copyrights or other rights of any person or entity.

      (c.) We and our Licensees shall have the right to exploit the Recordings, Digital Masters and Artwork in all manners set forth hereunder free from adverse claim and without any obligation to make any payment of any nature to any person or entity, other than the royalties due to you as described.

    4. Wolf Digital provides bar codes, UPCs & ISRC’s free of charge to you. These are for your use only in connection with the Services provided by Wolf Digital and may not be transferred re-used or resold. If transferred or resold, you agree to pay Wolf Digital AUD 33.30 per bar code or UPC and AUD 33.90 per ISRC plus any revenue made from the transfer or resale of barcodes, UPC’s & ISRC codes. In addition, we may deduct such charges from any fees owed to you or your Dashboard Account & Private accounts.

    5. Disclaimer: Wolf Digital makes no guarantees whatsoever with respect to sales of your Recordings, payments to you under this Agreement, the marketing, promotion or advertisement of your recordings by our licensees, or whether a licensee will actually offer your recordings for sale. Each licensee, DSP or shop has total discretion as to whether it will offer your Recordings for sale.

      In real words. By submitting material for distribution to retailers via Wolf Digital ’s service’s, you are stating that you have all rights necessary to do so. We provide FREE barcodes, UPC numbers and ISRC codes and you may not re-sell them or transfer them. We can not guarantee that you release will go online. Each store has the right to reject deliveries from Wolf Digital. Reasons for this could be bad quality audio, bad quality artwork or the release simply does not accommodate the concept & genre of the store.

  15. General Provisions.

    1. This Agreement shall not be deemed to create a partnership or joint venture, and neither party is the other's agent, partner, or employee.

    2. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable, such determination shall not affect any other provision hereof, and the unenforceable provision shall be replaced by an enforceable provision that most closely meets the commercial intent of both parties.

    3. This Agreement shall be binding on the assigns, heirs, executors, personal representatives, administrators, and successors whether through merger or otherwise of each of the parties.

    4. This Agreement shall be governed by and construed in accordance with the laws of the Australia, Australia. Any dispute or claim arising out of, or in connection with this Agreement shall be finally settled by binding arbitration in the Australia, Australia

    5. You acknowledge that in providing Wolf Digital the distribution Services and payments hereunder, Wolf Digital will be required to enter into sub- licensing agreements with our Licensees. You agree that the terms of this agreement shall be subject to any applicable terms and conditions of the agreements we enter into with respect to such Licensees.

    6. We reserve the right to reject any materials recordings, videos, artwork, Biographies or otherwise that you submit through Wolf Digital Wizard Dashboard or otherwise, at our sole discretion. You agree to submit all Recordings and Authorized Artwork, at your sole expense, in the format(s) required by Wolf Digital.