ANS Music Limited Distribution Agreement
This Distribution Agreement and Terms of Service (this “Agreement ”) is a binding legal agreement between you and ANS Enterprise LLC, registered office at 30 N Gould St Ste R Sheridan WY 82801 USA. (“ANS Music” or “us”), and (artists, record labels, distributors, etc,) located at your address (“Client”) (collectively, the “Parties”), is entered into as of (the “Effective Date”).
1. Background. ANS Music is a leading music services company specializing in digital distribution, marketing, and related services for audio and audiovisual recordings. Our mission is to connect clients, including artists, record labels, and distributors, with digital service providers (DSPs) worldwide, facilitating the distribution and promotion of their content across streaming, distribution, and mobile platforms. As a trusted partner in the music industry, ANS Music is committed to delivering exceptional service and maximizing the reach and visibility of our clients’ content. Through our exclusive distribution agreements with DSPs, we provide a platform for artists and labels to showcase their work to audiences around the globe. By selecting ANS Music as their exclusive distributor, clients entrust us with the responsibility of effectively delivering their content to DSPs, ensuring that their music reaches the widest possible audience and generates the recognition and revenue it deserves. We are dedicated to upholding the terms of this agreement and supporting our clients in achieving their goals in the ever-evolving landscape of digital music distribution.
2. Client Content; Services.
(a) Client Content. “Client Content” consists of all sound recordings and video recordings (both short-form and long-form), and related metadata owned or controlled by Client (or by Client’s affiliates or companies acquired by Client, or with whom Client has merged, or from whom Client has obtained rights), whether created prior to the Effective Date of the Agreement or at any time during the Term (as defined below).
(b) Appointment as Sole Distributor. Client agrees that this Agreement is exclusive during the Term and throughout the Territory for the distribution of Client Content by ANS Music via any and all digital and electronic distribution means and media (whether now known or existing in the future). Client grants ANS Music the exclusive right to create digital and/or electronic copies and compilations, to distribute, to sell copies, to stream and to publicly perform, to sublicense and to otherwise exploit Client Content via electronic, digital and mobile platforms during the Term. Client shall not, during the Term, license or attempt to license Client Content to DSPs without prior written approval from ANS Music. All pre-existing relationships with outside DSPs related to Client Content, if any, are to be disclosed to ANS Music at the time of entering into this Agreement. During the Term, Client shall not itself make Client Content available via any electronic, digital or mobile platform or channel. If Client distributes their content via another distributor during the Term, ANS Music has the right to issue a notice to the Client or the other distributor regarding the breach of this exclusivity agreement.
(c) DSPs. ANS Music agrees to distribute and license Client Content to DSPs that sell, distribute, transmit, stream, perform or otherwise exploit sound and/or audiovisual recordings by all means and media available, and to collect all income deriving therefrom. ANS Music shall: (i) solicit and service the DSPs; (ii) secure the encoding of each Recording in format(s) required by the DSPs; (iii) process the delivery of the recordings to the DSPs; and (iv) collect amounts due from the DSPs for payment to Client, subject to the terms and conditions of this Agreement, including, without limitation, the Client Royalty (as defined below) account Threshold (as defined below) requirements outlined in this Agreement.
(d) Marketing. Promptly following the full execution of this Agreement, Client shall supply ANS Music with a reasonable number of ID Materials. As used in this Agreement, the term “ID Materials” means any of Client’s, or any of Client’s artists’ or writers’, respective copyrights, trademarks, names, sobriquets, biographical materials and approved likenesses, as well as the names, sobriquets and approved likenesses of any other person performing on and/or performing services in connection with Client Content. All ID Materials furnished by Client to ANS Music, posted on Client’s website or social media channels, or previously approved by Client at any time will be deemed approved by Client for use by ANS Music in connection with Client Content hereunder, and ANS Music will also have the right to create and use additional, basic marketing materials embodying the ID Materials to promote Client Content. For the avoidance of doubt, ANS Music shall have the right, but not the obligation, to use the ID Materials to promote Client’s and/or Client’s artists’ or writers’ brand(s) on ANS Music’s website and/or social media channels. Client agrees to use reasonable efforts to independently promote the Client Content during the Term, including, without limitation by sharing promotional assets produced by ANS Music hereunder on Client’s social media channels.
(e) Branding. The artwork and promotional materials provided by ANS Music Limited shall prominently feature the ANS Music logo.
3. Additional Services. The following additional services are included under this Agreement:
(a) DSP Playlist Pitching & Features. ANS Music will use commercially reasonable efforts to promote individual recordings delivered hereunder for inclusion on official and unofficial playlists on DSPs, as deemed appropriate for the particular recording by ANS Music. ANS Music does not guarantee and shall not be responsible for the placement of any recording(s) on any playlist(s). ANS Music will not be required to and shall not notify Client if a recording is added or removed from a playlist.
(b) YouTube Content ID. ANS Music will use commercially reasonable efforts to (i) identify exploitations by unauthorized third parties of Client Content via the YouTube platform; and (ii) negotiate and document settlement, licensing, monetization and similar agreements with such third parties on behalf of Client in respect of such exploitations, the terms of which such agreements shall be determined by ANS Music in its sole reasonable discretion. Any Client Content will only qualify for such YouTube Content ID services if such Client Content is one hundred percent (100%) owned and controlled by Client and does not include any third-party materials or public domain contributions. Notwithstanding anything to the contrary contained in this Agreement, Client will be entitled to receive [70%] of the Royalties actually collected by ANS Music as a result of YouTube Content ID services or credited to ANS Music against a previously received advance in respect of Client Content.
(c) YouTube Compositions. ANS Music will assist Client with the implementation of industry standard best practices for the collection of YouTube revenues in connection with the underlying musical compositions embodied in Client Content. Notwithstanding anything to the contrary contained in this Agreement, Client will be entitled to receive [70%] of the Royalties actually collected by ANS Music as a result of YouTube Compositions services with respect to such compositions.
(d) VEVO: ANS members are included in Vevo, featuring the official Vevo watermark on YouTube. Vevo enables viewing on platforms like Roku, Samsung & LG Smart TVs, and Comcast. ANS Music collects royalties for music videos, with the client receiving 70%.
(e) Catalog Transfer from Other Distributors. In the event that there are more than 100 previously released recordings being transferred from Client’s prior distributor to ANS Music for distribution hereunder, ANS Music will use commercially reasonable efforts to facilitate such transfer on Client’s behalf (collectively, “Catalog Transfer Services”); and if there are 100 or fewer previously released recordings being transferred from Client’s prior distributor to ANS Music for distribution hereunder, ANS Music will provide Client with information on how to facilitate such transfer via ANS Music’s systems; provided, in all cases, that Client shall give ANS Music satisfactory evidence (in ANS Music’s sole discretion) of Client’s rights in and to the recordings being transferred and the release thereof by such prior distributor.
4. Delivery; Storage.
(a) Delivery Procedures.
(i) ANS Music Backstage. Client shall deliver Client Content to ANS Music via its online Dashboard System (“ANS Music Backstage”). Client Content shall be delivered promptly following the execution of this Agreement and from time to time during the Term at Client’s own expense. Client Content shall be technically and commercially satisfactory to ANS Music and shall be delivered in first-class commercial quality, in compliance with the specifications stated on ANS Music Backstage and all marketing and related materials shall bear an appropriate copyright notice. Where applicable, Client shall provide administrative logins and access for digital or streaming channels. Delivery will not be deemed complete until ANS Music provides written confirmation thereof. Denial of Client Content may occur for various reasons and as outlined in Section 13 of this Agreement.
(ii) Delivery to/from ANS Music. Except as may otherwise be expressly provided herein where ANS Music is providing Catalog Transfer Services, Client is solely responsible for uploading Client Content to ANS Music Backstage for distribution. ANS Music does not obtain or secure transfer of Client Content from Client’s former distributor or other third parties. Upon the expiration or termination of the Term, ANS Music will no longer host Client Content on its servers and ANS Music will not be responsible for transferring Client Content from ANS Music to Client or any third party.
(iii) Client Responsibility. Client will be solely responsible for ensuring that Client Content and account details are correct and updated in ANS Music Backstage at all times.
(b) Storage. Client acknowledges that Client is solely responsible for storage and backup of Client Content on Client’s own server(s) or devices. ANS Music may store specific files for distribution purposes but is not obligated or required to store Client Content. ANS Music is not obligated to provide Client with copies of Client Content in the event Client requests same.
(c) Updates (Redelivery, Mistakes, File Replacements). Client must use commercially reasonable efforts to ensure that its material is correct and final prior to delivering same to ANS Music’s distribution department for approval and delivery to DSPs. Requests for changes are to be submitted via ANS Music Backstage. During the Term, Client may not contact any DSP directly in respect of Client Content. ANS Music cannot guarantee that any DSP will acknowledge or agree to any requested change(s). Client agrees to provide ANS Music with replacement files, if requested, for purposes of re-delivery. For the avoidance of doubt, the provisions of this Section 4(c) and Section 4(b) above do not, and shall not be deemed to, impose or impart any storage, backup or retrieval obligations on ANS Music with regard to Client Content.
(d) Takedowns. If ANS Music takes down any Client Content (each, a “Takedown”) pursuant to Section 10(f) of this Agreement, without limiting any of ANS Music’s available rights or remedies, ANS Music will charge a USD $15 processing fee per release subject to any Takedown.
(e) DSP Specifications. Each DSP has a different standard or requirement for Client Content. ANS Music agrees to use commercially reasonable efforts to assist Client to meet each DSP’s requirements.
5. Term; Territory.
(a) Term. The term of this Agreement will be for an initial contract period (the “Initial Period”) commencing on the Effective Date and ending on the later of: (i) three (3) years from the Effective Date; and (ii) the last day of the monthly accounting period following such date on which Client’s Royalty account becomes fully recouped hereunder. After the Initial Period, this Agreement will auto-renew under the same terms and conditions as are applicable during the Initial Period for successive three (3)-year periods (each, a “Renewal Period”) until either party terminates the Term of this Agreement as provided herein. Either party may terminate the Term of this Agreement by giving written notice (a “Termination Notice”) to the other party no later than ninety (90) days prior to the end of the then current contract period. The effective date of such termination after either party’s receipt of a Termination Notice will be the expiration of the then current contract period. The Initial Period and the Renewal Period(s), if any, are collectively referred to as the “Term.” Written notice to ANS Music will be considered sufficient when received via ANS Music’s online help center and at the address and method set forth in Section 17 below. Notwithstanding the foregoing, if either party sends a Termination Notice and ANS Music has not recouped any and all Advances (as defined below) paid hereunder as of the last day of the then applicable contract period, then the Term shall thereafter automatically renew on a month-to-month basis until the last day of the month in which either: (A) Client’s Royalty account becomes fully recouped hereunder; or (B) Client repays to ANS Music an amount equal to one hundred percent (100%) of Client’s unrecouped balance.
(b) Territory. The Universe (the “Territory”).
6. Fees, Royalties and Accounting.
(a) Client Royalty Details (all fees in US dollars). As used in this Agreement, the term “Royalties” means the revenues actually received by ANS Music from DSPs and other third parties or credited to ANS Music against an advance previously received by ANS Music in respect of the Client Content, less any fees imposed by DSPs or other third parties. Subject to the recoupment of all Advances and all of ANS Music’s rights to withhold Royalties otherwise due to Client pursuant to this Agreement, Client will be entitled to receive [70%] of the Royalties. Client must meet a Royalties-due threshold of fifty dollars ($50.00 USD) as of Client’s last Royalty Statement posting (the “Threshold”) for Client to be eligible to request payment within the ANS Music Backstage. The Threshold amount is subject to change at any time and Client shall be notified in the ANS Music Backstage of any such change.
(b) Royalties. All Royalty-related rates, including Threshold requirements, are available online. Payments are made in US dollars. Failure to reach the Threshold will result in non-payment, and the unpaid Royalty amount will accumulate each month until the Threshold is met and at which time, Client can request payment within ANS Music Backstage, subject to the terms and conditions contained in this Agreement.
(i) Calculation. Subject to recoupment of all Advances paid hereunder, Royalties are calculated by the DSP platform upon which the Client Content appears and are processed in accordance with the currency exchange rates provided by DSPs to ANS Music or the exchange rate listed on the day the DSP reports to ANS Music. Royalties may vary based on type of content, territory, subscription rates, or time of year. In most instances, Royalties are generated by content downloads and streaming. If a DSP does not appear on Client’s Royalty statement (“Statement”), the Client Content did not generate any Royalties from that DSP during that Statement period or the DSP has not yet paid Royalties to ANS Music for that period. Client may view posted Statements on ANS Music Backstage.
(ii) Mechanical Royalties received directly from DSPs. Client grants to ANS Music an irrevocable license under copyright to reproduce each composition embodied in the Client Content for uses as contemplated hereunder. Client hereby acknowledges that in the United States, mechanical royalties for digital sales of copies of Client Content may be paid by DSPs: (A) directly to the music publishers/writers; or (B) as part of an all-in payment to ANS Music, which includes any fees due to ANS Music (e.g., currently Beatport and Traxsource). When ANS Music receives mechanical royalties as part of the fee due from DSPs or others, ANS Music shall identify in the relevant Statement(s) the amount of the payments that comprises mechanical royalties. The Royalty will then be payable to Client pursuant to the terms and conditions hereof. Without limiting Client’s representations, warranties and indemnities under this Agreement and for the avoidance of doubt, Client acknowledges and agrees that as between Client and ANS Music, Client remains solely responsible for paying any and all mechanical royalties due to third parties in connection with the exploitation of Client Content by ANS Music pursuant hereto.
(iii) Monthly Accounting/ Payments. ANS Music shall compute and report the total Royalties earned by Client on a monthly basis. A schedule of when the Royalty Statements are posted and approximate payment dates for the postings are located in the Help Desk and ANS Music Backstage. Royalty Statement reports are available electronically to Client via ANS Music Backstage approximately 60-70 days after a reporting month ends (each, a “Monthly Submission Date”). For example, January reporting will occur at or around the end of March, February reporting at or around the end of April, and so on.
(A) Statements. Each Statement will include details and total Royalty amounts payable to Client, if any. Statements posted may include both the immediate previous month amount and additional previous months’ amounts. ANS Music cannot guarantee timely reporting and payment by all DSPs and thus, ANS Music Statements will include payments only for DSP payments ANS Music has received or which have been credited to ANS Music against an advance previously received by ANS Music in respect of the Client Content. Solely by way of example, some DSPs report to ANS Music on a quarterly basis. Client acknowledges and agrees that ANS Music will have no liability for DSPs’ late or otherwise untimely reporting or payment.
(B) Payment. Subject to the Threshold and all other terms and conditions in this Agreement, (i) in order to receive payment, Client must issue a payment request via ANS Music Backstage when Royalty Statements are available; and (ii) ANS Music shall issue payment via the payment method designated by Client in ANS Music Backstage within ten (10) business days of receipt of each such payment request. Client is required to identify the payment method within ANS Music Backstage (Local Bank Transfer(BD), ACH, wire, Payoneer, etc.) and in some instances, additional fees may apply for certain payment methods. Failure by Client to provide complete and accurate payment details and/or to submit a payment request through ANS Music Backstage may prevent and/or delay ANS Music from paying any Royalty to Client. Without limiting the foregoing, Client represents and warrants that: (i) any and all payment information submitted to Client’s ANS Music Backstage account shall be complete and accurate at all times; (ii) ANS Music shall have the right to rely upon such information and shall have no liability whatsoever by reason of any erroneous payment made in accordance with such information; and (iii) Client shall indemnify ANS Music against claims, liabilities, losses and expenses (including reasonable attorney’s fees) relating to or arising out of any payments made by ANS Music pursuant to such information. Notwithstanding anything to the contrary contained in this Agreement, Client acknowledges and agrees that Client may be required to submit identity verification related documentation (e.g., driver’s license, passport, etc.) to ANS Music in accordance with ANS Music’s then current policies and procedures as specified in the ANS Music Backstage in order to receive Royalties payable to Client hereunder (if any). Client information collected in accordance therewith will be governed by ANS Music’s Privacy Policy.
(C) Statement Delay by ANS Music. Client shall promptly advise ANS Music if Client has not received a Statement. Upon notification, ANS Music shall investigate and/or correct the situation, as appropriate. Subject to Section 6(b)(iii)(B) above, in no event shall ANS Music be deemed in breach of its payment obligations under this Agreement by virtue of the fact that Client has not received payment or a Statement by the applicable Monthly Submission Date.
(D) Statement Delay by DSPs. In the event that a statement is not provided to ANS Music by a DSP within a reasonable amount of time, ANS Music will not be deemed in breach of this Agreement for failing to provide a statement with respect to such DSP. ANS Music will use reasonable efforts to report any DSP that has yet to provide a statement on a monthly basis which will be accessible when available via ANS Music Backstage.
(E) Tax Details. ANS Music conforms to United States IRS-issued guidelines. Client must confirm Client’s tax residency status by submitting Form W-9, Request for Taxpayer Identification Number and Certification (for U.S. citizen and residents), or Form W-8BEN, Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding and Reporting (individuals) (for non-U.S. residents) digitally, via ANS Music Backstage in order to receive any payments due hereunder. Tax details can be viewed or edited by Client in ANS Music Backstage. Tax details must be filled out fully and correctly prior to Client claiming and receiving payment. ANS Music will request additional information from Client regarding tax details as needed. Client and ANS Music each have the status of an independent contractor hereunder, and nothing in this Agreement contemplates or constitutes one party as agent or employee of the other or a partnership relationship between Client and ANS Music. ANS Music will not deduct any payroll-related taxes from any payments to be made to Client under this Agreement. Client acknowledges that Client is solely responsible for the payment of all taxes with respect to income received by Client pursuant to this Agreement.
(F) Additional DSP Fees. DSPs may impose additional fees that are outside of ANS Music’s control. Such DSP fees may be deducted by ANS Music from revenues generated hereunder for the purposes of calculating Royalties (e.g. for voided transactions, promotional expenses, and publishing withholding, without limitation).
(c) Notwithstanding anything to the contrary contained in this Agreement, any and all amounts paid by ANS Music (other than Royalties) to Client, on Client’s behalf or at Client’s direction will constitute Advances and be fully recoupable from all Royalties payable to Client hereunder. For purposes of this Agreement, the term “Advance” means a prepayment of Royalties payable to Client. ANS Music may recoup Advances from any and all Royalties to be paid or accrued to Client pursuant to this Agreement.
(d) Other than as specifically provided in this Agreement, ANS Music will not be required to make any payments of any kind or nature whatsoever to Client or to any other person or entity for or in connection with the acquisition, exercise or exploitation of rights by ANS Music hereunder or otherwise in connection with Client Content or this Agreement. Client further hereby acknowledges and agrees that Client shall have no legal or equitable interest of any kind, or any right whatsoever, at any time, to receive any royalties or other revenues generated as a result of or in any way relating to streams, transmissions, impressions, plays, views, engagements, clicks, logs, or other exploitations of Client Content which ANS Music, in its sole and absolute discretion, suspects or deems to constitute, or otherwise attributes to Improper Activity (as defined below) (i) that Client engages in; (ii) that Client authorizes or permits; or (iii) that otherwise occurs in connection with the Client Content and/or Client’s account.
7. Audit. All Statements shall be binding upon Client and not subject to objection by Client unless specific objection is made in writing, stating the basis thereof, and provided to ANS Music within twelve (12) months from the applicable Monthly Submission Date. Client shall have twelve (12) months from each Monthly Submission Date to have a certified public accountant, who is licensed in the US and not then engaged in an outstanding examination of ANS Music’s books and records on behalf of a third party, conduct an inspection of ANS Music’s books and records specifically relating to the DSP’s licenses to exploit Client Content and Client’s sales and payment activity. For avoidance of doubt, Client will have access only to those records of DSPs and retailers relating to Client Content hereunder (i.e. not including the reporting information of any other client). Each such inspection shall take place at the location where ANS Music normally keeps such books and records and shall be conducted during normal business hours. All such inspections shall be made upon prior written notice to ANS Music at least thirty (30) days prior to the date Client intends to commence such inspection. Client may inspect records relating to each Statement only once and may conduct such an inspection for any period only once per calendar year. ANS Music shall have the right in accounting to Client to rely upon the accounting statements received by ANS Music from DSPs and/or third parties and shall not be liable in any manner whatsoever for any error, omission, or other inaccuracy of any such statement(s) or information received by ANS Music, provided ANS Music does not know or has no reliable business reason to know of an error, omission, or other inaccuracy in such third party statement or information. Client shall be precluded from maintaining any action, claim or proceeding against ANS Music in any forum or tribunal with respect to the accuracy of any Statement rendered hereunder, unless such action claim, or proceeding is commenced in a court of competent jurisdiction within one (1) year from the applicable Monthly Submission Date.
8. Third Party Obligations. Client shall be solely responsible for payment to its affiliated artists, writers, licensees, producers and other persons responsible for the creation of any Client Content distributed under this Agreement including, without limitation, payment of any mechanical royalties in connection with the Client Content. Client shall also be responsible for payments related to any applicable collective bargaining agreements, third-party licenses, music publishing licenses and other royalties pertaining to such Client Content. For the avoidance of doubt, in connection with the exploitation of Client Content under this Agreement, Client shall be solely responsible for any obligations or liabilities to such third parties related to such exploitation. Notwithstanding anything to the contrary contained herein, if, solely as an accommodation to Client, Client desires that ANS Music pay a portion of any Royalties otherwise payable to Client to one or more third parties to whom Client is obligated to pay a portion of such Royalties (each, a “Third Party Payee”), directly to such Third Party Payees on Client’s behalf (“Third Party Royalties”), Client may enable ANS Music’s SplitShare feature via ANS MusicMS pursuant to which ANS Music will direct a portion of such Third Party Royalties to Third Party Payees, subject always to the terms and conditions of the SplitShare Authorization and the terms and conditions of this Agreement. The foregoing shall not be deemed to limit Client’s obligation to pay any and all third parties in connection with Client Content hereunder.
9. Intellectual Property Ownership. Client warrants and represents that it owns and/or controls all rights in and to all Client Content provided to ANS Music (including, but not limited to sound recordings, audiovisual works, compositions, ID Materials, artist names, writer names, song names, artwork and images) which are necessary for ANS Music to exercise the rights granted to ANS Music in this Agreement. Client also guarantees that it has secured written permission from any and all third parties whose performances and/or contributions are embodied in Client Content or underlying compositions embodied therein. Client will not deliver any Client Content and/or ID Materials to ANS Music which is not owned and/or controlled by Client. Client further grants ANS Music a license to use the ID Materials during the Term and throughout the Territory in connection with the exercise of ANS Music’s rights hereunder, including, without limitation the distribution and promotion of Client Content, without further compensation to Client or any other person except as otherwise expressly stated in this Agreement. Notwithstanding anything to the contrary contained herein: (a) ID Materials provided by Client to ANS Music shall be deemed approved by Client for use by ANS Music pursuant hereto; (b) in any instance where Client’s approval is required hereunder, Client’s approval shall be deemed given if notice of Client’s disapproval is not received by ANS Music within five (5) business days of ANS Music’s request for approval, unless a shorter time period is specified in any such request; and (c) ANS Music’s inadvertent failure to obtain Client’s approval of any ID Materials shall not be deemed a breach of this Agreement nor shall such failure derogate from ANS Music’s right to use such ID Materials hereunder. No use of any ID Materials by ANS Music hereunder will constitute an endorsement or implied endorsement by Client or any person of any activity, cause, philosophy, service or product (other than Client Content or the ID Materials themselves).
10. Termination and Breach.
(a) Client Content Remaining. Upon expiration or termination of the Term, ANS Music will use commercially reasonable efforts to actively seek Takedowns for Client Content previously distributed under this Agreement. However, Client acknowledges that (i) ANS Music will not be responsible for any failure to effectuate or any delay in effectuating any Takedown on the part of a DSP; and (ii) ANS Music will not be subject to any liability for previously distributed Client Content which remains with DSPs or third parties after the expiration or termination of the Term, with the understanding that subject to the terms and conditions set forth in this Agreement, ANS Music will continue to pay to Client any Royalties received for any such Client Content or credited to ANS Music against an advance previously received by ANS Music in respect of any such Client Content in accordance with Section 6(a) above.
(b) Payments. Upon expiration or termination of the Term, all Royalties received by ANS Music for Client Content will continue to be handled in accordance with the payment provisions set forth in Section 6 above, subject to the following. Upon completion of the month following expiration or termination of the Term, ANS Music will issue a final Statement to Client with all Royalties earned/accumulated for which ANS Music has received such information from DSPs. Any payments due to Client at such time will not be expedited following expiration or termination of the Term. In the event that additional Royalties accumulate in Client’s account following the final Statement, ANS Music will provide additional Statement(s) to Client only if ANS Music receives a request from Client for additional Statement(s) via the ANS Music Backstage help desk. No act or omission by ANS Music shall constitute a breach of this Agreement unless Client first notifies ANS Music in writing setting forth such alleged breach and ANS Music does not cure the same, if capable of being cured, within thirty (30) days after the date of ANS Music’s receipt of such notice.
(c) ANS Music Rights to Terminate. Notwithstanding any other termination provisions contained herein, ANS Music reserves the right to terminate the Term of this Agreement anytime for any reason immediately upon written notice to Client.
(d) Injunctive Relief. Without limiting any of ANS Music’s available rights or remedies, in the event that Client breaches or threatens to breach Client’s exclusivity obligations hereunder, then ANS Music shall be entitled to seek injunctive and other equitable relief, without the posting of a bond, in order to prevent or cure such breach.
(e) Attorneys’ Fees. In the event of a dispute concerning the terms of this Agreement, the prevailing party shall be entitled to recover from the other party reasonable outside attorneys’ fees and costs incurred by the prevailing Party in such dispute.
(f) Copyrights/ Content Disputes. In the event that ANS Music receives a notice of any Claim (as defined below) pertaining to any Client Content or ID Materials or any other Claim alleging that any Client Content or ID Materials violate the rights of any third party, then without limiting ANS Music’s available rights or remedies, (i) ANS Music will be entitled to withhold Royalties otherwise payable to Client while such Claim is pending (it being understood that ANS Music cannot control the length of any Claim); (ii) ANS Music will use commercially reasonable efforts to notify Client of such Claim; and (iii) ANS Music may issue and/or authorize Takedowns for any affected Client Content, in its sole discretion. In addition to the above, ANS Music may request documentation to support the ownership or control by Client of Client Content and/or ID Materials from Client at any time and for any reason. Without limiting any of ANS Music’s other rights and remedies, Client’s failure to provide documentation within three (3) business days of ANS Music’s request for same may result in non-payment of Royalties, Takedown of Client Content, and/or immediate closure of Client’s account, all at ANS Music’s sole election.
11. Indemnification.
(a) Client shall indemnify, defend and hold harmless ANS Music and its affiliates and their respective officers, directors, employees, licensees, successors, assigns, representatives, and agents (collectively, the “Indemnified Parties”) from and against any and all anticipated, threatened or actual demands, actions, suits, losses, liabilities, obligations, costs, and expenses (including reasonable outside attorney’s fees and/or other costs and fees and any damages or settlement payments incurred by the Indemnified Parties) which result from or arise in connection with or are related in any way to: (i) a breach or threatened breach by Client of any of Client’s representations, warranties, covenants and/or obligations under this Agreement; (ii) any attempt by any person or entity to cause or require any Indemnified Party to pay or discharge any debt, obligation, liability or commitment of Client; or (iii) any act or omission of Client (each of (i)-(iii), a “Claim”), including, without limitation, any Claim that any Client Content may infringe upon the copyright, trademark and/or other intellectual property right of any third party and/or violate the rights of privacy and/or publicity of any third party. Client shall have the right at its own expense to participate in the defense of a Claim with counsel of its own choosing, provided however that the Indemnified Parties’ decision in connection with the defense or settlement of any such Claim or demand shall be final. Without limiting ANS Music’s other available rights or remedies, Client shall reimburse ANS Music on demand for any payment made at any time by ANS Music in respect of any Claim, or ANS Music may instead deduct the amount of any such payment from any Royalties otherwise payable to Client pursuant to this Agreement, all at ANS Music’s sole discretion. Any failure of the Indemnified Parties to notify Client of any Claim shall not relieve Client of its indemnification obligations hereunder. Client’s representations, warranties and indemnification obligations under this Agreement, as well as all of ANS Music’s claims against Client for any breach thereof, shall survive the expiration or termination of the Term and continue in perpetuity thereafter.
(b) Without limiting any of ANS Music’s available rights or remedies under this Agreement, at law or in equity, in the event of any Claim, ANS Music will have the right to avail itself of any or all of the following remedies, in its sole discretion: (i) ANS Music may suspend payment of Royalties otherwise payable to Client (if any) while such Claim is anticipated or pending (notwithstanding anything to the contrary contained herein, this remedy shall not apply in the case of a Claim arising out of or relating to Improper Activity, with respect to which Royalties shall be solely governed by Section 6(d) above); (ii) ANS Music may issue and/or authorize Takedowns for any affected Client Content; (iii) ANS Music may terminate the Term of this Agreement and require Client to repay one hundred percent (100%) of Client’s then-outstanding unrecouped balance, if any; (iv) ANS Music may block or prevent Client from uploading additional Client Content to ANS MusicMS; and/or (v) ANS Music may enforce its indemnification rights pursuant to this Agreement. Any release of Royalty payments hereunder shall be without prejudice to ANS Music’s rights to not make Royalty payments in the future with respect to such Claim or any other Claim if ANS Music deems it reasonably necessary in ANS Music’s sole discretion. Client shall notify ANS Music in writing immediately if Client receives notice of any Claim related to Client Content. The Indemnified Parties’ right to indemnification hereunder will not be affected by any information or knowledge acquired by the Indemnified Parties at any time.
12. Assignment. ANS Music may freely assign this Agreement to any third party, in whole or in part. ANS Music shall notify Client of any such assignment in writing within thirty (30) days of such change, provided that any inadvertent failure by ANS Music to do so will not constitute a breach of this Agreement nor derogate from ANS Music’s rights hereunder. Client may not assign this Agreement, nor any of Client’s rights nor delegate any of Client’s obligations hereunder, without ANS Music’s prior written consent. This Agreement shall be binding upon and inure to the benefit of the parties’ respective assigns, successors, heirs, and legal representatives.
(a) Election Not to Distribute. ANS Music and/or a DSP may elect not to distribute any Client Content for any of the following reasons: (i) if, in the opinion of ANS Music and/or the DSP, such distribution might violate a statute, law or regulation, or violate any rights of any persons or entities, including suspected violation of the intellectual property of another; (ii) ANS Music and/or a DSP believes that its distribution of any of Client’s recordings hereunder would constitute a breach by Client of any of Client’s agreements, warranties and/or representations contained herein or if ANS Music and/or a DSP reasonably deems the recording or the associated artwork or other associated ID Materials to be offensive to reasonable standards of public morals; or (iii) the submitted recording does not comply with the current specification stated on ANS MusicMS. Notwithstanding the preceding sentence, in the event the objectionable material is later eliminated, or the source of objection is removed, Client may resubmit the applicable Client Content to ANS Music for review and possible distribution hereunder at ANS Music’s and/or the applicable DSP’s sole discretion.
(b) Scandalous Material. ANS Music will not distribute scandalous, illegal, hateful, objectionable or offensive material. ANS Music and DSPs reserve the right to reject or retract distribution of any Client Content containing any such material at their discretion.
(c) Parental Advisory. The parties shall cooperate in implementing any applicable parental advisory labeling. It is understood that Client shall use reasonable efforts to click “Explicit” while submitting any Client Content if the material contains explicit material. Client acknowledges that explicit material is different than, and may not rise to the level of, scandalous material.
14. Confidentiality.
(a) Each party (the “Receiving Party”) acknowledges that in the course of performing its obligations under this Agreement, it may come into contact with the other party’s (the “Disclosing Party”) confidential information, such as valuable, secret, special, and unique assets or business practices, including those learned in the course of dealing or performance hereunder (collectively, “Confidential Information”). Confidential Information includes, but is not limited to, the terms of this Agreement and the Disclosing Party’s customer lists, royalty data and reports, marketing and financial tools, pricing information, business plans, relationships, and the terms of the Disclosing’s Party’s agreements with DSPs. Information will not be considered Confidential Information if, and to the extent that, such information is or becomes publicly known through no wrongful act of the Receiving Party.
(b) The Receiving Party covenants and agrees that, during the Term, and at all times thereafter, it will not disclose the Disclosing Party’s Confidential Information to any other person, firm, corporation, association, or entity for any reason or purpose, except that the Receiving Party may disclose the Disclosing Party’s Confidential Information to the Receiving Party’s attorneys, accountants and other authorized representatives. Notwithstanding anything to the contrary contained herein, (i) Confidential Information may be disclosed as required by law or by a court, governmental agency or legislative body after providing the Disclosing Party with notice of the potential disclosure; and (ii) nothing in this Section 14(b) shall prohibit ANS Music from disclosing the terms of this Agreement to the extent necessary for ANS Music to protect ANS Music from liability or to enforce ANS Music’s rights.
15. Warranty.
(a) Client warrants and represents that: (A) Client has the right and authority to enter into this Agreement and to grant to ANS Music all rights specified hereunder; (B) all of the recordings, musical compositions (including lyrics), ID Materials, artwork, metadata, videos and any other materials delivered by Client to ANS Music are owned or controlled by Client and ANS Music’s use and exploitation of any of the foregoing, as authorized and contemplated hereunder, shall not infringe on the copyrights or other rights of any third person or entity; (C) Client has not granted and will not grant to any third party any rights in connection with Client Content or the underlying musical compositions (including lyrics) embodied therein or ID Materials that are inconsistent with those granted to ANS Music herein; (D) ANS Music shall have the right to exploit Client Content, the underlying musical compositions (including lyrics) embodied therein and the ID Materials as authorized under this Agreement without obligation to make payments to any person or entity, other than the amounts due to Client pursuant to the express terms hereof, if any; (E) Client is eighteen (18) years of age or older, or is otherwise the legal age of majority under applicable law to enter into a binding contract and to execute this Agreement and perform all actions required hereunder; (F) all payment, billing and personal information provided by Client is accurate and complete; and (G) Client does not know of any currently existing or impending acts or circumstances, and Client shall not, at any time during or after the Term, engage in any act or omission, which would, in the reasonable judgment of ANS Music: (1) have or attract publicity that would have a direct or indirect adverse effect upon the status or reputation of ANS Music, Client or the Client Content; or (2) directly or indirectly tarnish, denigrate or disparage the status or reputation of ANS Music, its affiliates, or any of their respective products, services or trademarks, and Client shall notify ANS Music in writing immediately if Client becomes aware of any such act, omission or circumstance.
(b) Client further represents and warrants that Client has not heretofore engaged, or authorized or permitted any third party to engage, and Client hereby covenants and agrees that Client shall not hereafter engage nor authorize or permit any third party to engage, in any of the following activities or any similar such activities (individually and collectively, “Improper Activity”) in respect of the Client Content: any so-called “illegal boosting,” “fraudulent streaming,” or “juicing” activities or any similar activities designed to artificially inflate the amount of streams, transmissions, impressions, plays, views, engagements, clicks, logs, or other exploitations in respect of the Client Content, including, without limitation, via the use of bots, third party tools or services, or any other method of fabricating, manipulating, artificially increasing, intentionally boosting or improperly aggregating the amount or number of streams, transmissions, impressions, plays, views, engagements, clicks, logs, or other exploitations for any Client Content. All Improper Activity is expressly prohibited and shall constitute a material breach of this Agreement.
16. LIABILITY LIMITATIONS; WAIVER OF JURY TRIAL.
(a) EXCEPT FOR CLIENT’S INDEMNIFICATION OBLIGATIONS HEREUNDER, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR INCIDENTAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOST RIGHTS, PROFITS OR GOODWILL, BUSINESS INTERRUPTION, REPUTATIONAL DAMAGE AND THE LIKE) ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE, NON-PERFORMANCE OR BREACH OF THIS AGREEMENT.
(b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY DISPUTE RELATING TO OR ARISING OUT OF THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE, EACH PARTY KNOWINGLY, INTENTIONALLY, IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUCH DISPUTE.
17. Notice Requirement. All notices hereunder shall be given to the following addresses pursuant to the mail methods below and with a copy via email at addresses indicated.
To ANS Music:
ANS Music Distribution
ANS Enterprise LLC
30 N Gould St Ste R Sheridan WY 82801 USA
and via email to: [email protected]
With a copy to:
ANS Music OPC
21/A (Media Goli), New Eskaton Road,
Dhaka – 1000, Bangladesh.
and via email to: [email protected]
To Client
(At the address provided to ANS Music in the ANS Music Backstage.)
Any notice shall be sent postage prepaid, either by certified mail, return receipt requested (and in the case of notices sent to or from a location outside the United States, by air mail), or by personal delivery (with a receipt signed by ANS Music or Client, as applicable) or air express (e.g. Federal Express, DHL or any other similar type of first class overnight courier service that gives the sender proof of delivery) and shall be deemed served five (5) business days after the same is deposited in any United States mail box addressed as aforesaid, except that: (a) all materials personally delivered shall be deemed served when received by the party to whom addressed; (b) overnight air express materials shall be deemed served the next business day after delivery to the air express company; (c) notices in connection with change of address shall be effective only from the date of written receipt; and (d) Statements shall be sent as set forth in Section 6 above.
18. Amendment. This Agreement represents the entire understanding between the parties and supersedes and replaces all prior agreements, whether oral or written, between the parties with respect to the subject matter contained herein. Any change, modification or amendment of this Agreement must be in writing and signed by both parties and/or through a web based ANS Music 30 N Gould St Ste R Sheridan WY 82801 USA Terms & Conditions approval form.
19. Privacy Policy & Terms of Service. ANS Music’s Privacy Policy and Terms of Service, as each such agreement may be amended from time to time by ANS Music in its discretion, are hereby incorporated by reference into this Agreement and made a part hereof as if fully set forth herein.
20. Interpretation and Severability. If any provision of this Agreement is deemed invalid, the remaining text and enforceability of any other provision shall stand unaffected. The section and paragraph headings and designations used throughout this Agreement are solely for convenience and reference.
21. Governing Law and Jurisdiction. All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal laws of the State of Wyoming, without giving effect to any choice or conflict of law provision or rule (whether of the State of Wyoming or any other jurisdiction). Any and all disputes in connection with this Agreement shall be brought exclusively in federal or state courts located in Wyoming County, Wyoming.
22. Signature. The parties may sign this Agreement in counterparts, including PDF copies or copies via electronic transmission, each of which need not contain signatures of more than one party, but all the counterparts taken together will constitute one and the same contract. A digital signature or scanned signature will be treated as an original and the parties waive any right to object to such treatment.