BY CLICKING BELOW THAT YOU AGREE TO THE AGREEMENT, YOU UNCONDITIONALLY CONSENT TO BE BOUND BY AND BECOME A PARTY TO THESE TERMS, WHETHER YOU ARE ACTING IN YOUR INDIVIDUAL CAPACITY OR AS THE AUTHORIZED REPRESENTATIVE FOR AN ARTIST, A GROUP OR A CORPORATION, IN WHICH CASE “YOU” SHALL REFER TO THE ARTIST, GROUP OR CORPORATION ON WHOSE BEHALF YOU ARE ACTING AND AUTHORIZED TO ACT. IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL OF THESE TERMS, CLICK THE “CANCEL” BUTTON. THE “EFFECTIVE DATE” OF THIS AGREEMENT IS THE DATE ON WHICH YOU CLICK THE “AGREE AND FINALIZE ALBUM” BUTTON BELOW.
We, the Company, provide digital licensing and distribution services to owners and distributors of content, as well as digital asset management services, including metadata management, catalog encoding, reporting services, and mechanical royalty clearance and administration. You, the Content Distributor, are in the business of recording, producing and/or marketing sound recordings, musical compositions, and/or other intellectual property owned, administered or distributed by you. By agreeing to these terms, you hereby warrant that you are the owner or the authorized distributor of the sound recording copyright(s) and, where not otherwise designated under your account in the back-end content distribution and management system provided provided through Loudr (“Loudr Artist Dashboard”), any musical compositions embodied in the sound recording copyright(s) submitted by you to Company.
This Agreement covers digital distribution and other rights in and to the copyrights associated with the content you submit to Company, including any and all current and future sound recordings and, where not otherwise designated by you in the Loudr Artist Dashboard, any underlying musical compositions embodied in such content (the “Music”). Additionally, this Agreement covers all other digital assets and the rights thereto, including without limitation, album covers and other artwork, image files, marketing materials, trade names, trademarks, and logos, etc., that you submit to Loudr (“Digital Assets”). Together, the Music and the Digital Assets shall be referred to collectively as the Catalog (“Catalog”). You may from time to time elect to add to the Catalog by logging into the Loudr Artist Dashboard and supplying new content or amending existing content, the submission or amendment of which shall be subject to the terms of this Agreement.
For any individual track or album within the Catalog that is made available through the Loudr Website, the term (“Term”) of this Agreement shall commence on the Effective Date hereunder and continue until thirty (30) days after the date that either you, by logging into Loudr and changing your settings, or we, by sending you an email, submit a termination request; or
For any individual track or album within the Catalog that is made available through service providers, distributors, social media platforms, licensees, digital entertainment services, and any other third-party services available to you through Loudr (“Third Party Distribution”), this Agreement shall commence on the Effective Date and shall continue for a mandatory period of one (1) year (“Initial Term”) following the date that the individual track or album was submitted for Third Party Distribution, followed by automatic renewal of the Agreement for consecutive one year periods (“Renewal Term”) unless either you, by logging into Loudr and changing your settings, or we, by sending you an email, submit a termination request, no later than thirty (30) days before the end of the Initial Term or Renewal Term. For Catalog distributed through Third Party Distribution, the Term of this Agreement shall consist of the Initial Term together with, if applicable, the Renewal Term.
You hereby grant to Company the non-exclusive right and authorization, but not the obligation, to distribute, license, sell, promote, stream, and otherwise exploit the Catalog including any and all rights in and to the sound recording(s) and, where not otherwise designated by you in the Loudr Artist Dashboard, the underlying composition(s) embodied therein, throughout the Universe as part of the Loudr platform, including any products, services, applications or platform/technical integrations offered in connection with Loudr, regardless of whether accessed through the Website or a third-party platform (“Loudr Distribution”). Additionally, you grant a non-exclusive right and authorization to Company (which shall survive the termination of this Agreement), in the Territory, to allow a Loudr Distribution consumer to access and re-download any Catalog previously purchased by that consumer an unlimited number of times through that consumer’s Loudr Account. Such availability to access and re-download shall not be deemed a sale of such Catalog and shall not require any additional payments by Company.
You may authorize Company to distribute your Catalog or any individual album within your Catalog to Third Party Distribution service providers.
Your participation in Third Party Distribution is optional and based on the settings authorized by you in the Artist Settings section of the Loudr Artist Dashboard. However, to the extent necessary for Company to facilitate the Third Party Distribution authorized by you in the Artist Settings section of the Loudr Artist Dashboard, you hereby grant to Company the right and authorization to distribute, license, sell, stream, transmit, synchronize, perform, promote, and otherwise exploit such Catalog and any and all rights in and to the sound recording(s) and, where not otherwise designated by you in the Loudr Artist Dashboard on Loudr, the underlying composition(s) in such Catalog, throughout the Universe, in any and all media or formats now known or hereafter devised, including without limitation and where applicable digital retailers, digital entertainment services (Internet sites, mobile or online services, and other entities distributing entertainment products in a digital format), audio and/or audiovisual works of any description (including in commercial advertisements, theatrical motion picture films, free, cable, and pay per view television, video games, websites, branded content, mobile/tablet applications), and both non-interactive and interactive, radio and media. Such authorization and grant of rights to Company shall be exclusive as to the Third Party Distribution, including without limitation any service providers, distributors, social media platforms, licensees, digital entertainment services, and other services, authorized in the Loudr Artist Dashboard.
Should any authorized Third Party Distribution service provider, distributor, social media platform, licensee, digital entertainment service or other service provide non-interactive radio webcasting, satellite radio, and cable subscription services, you hereby grant Company the sole and exclusive right to collect all income deriving from the Recordings as your authorized sound recording copyright owner representative, i.e. income and or levies deriving from digital, reproduction, and performance uses, under statute, industry agreement or otherwise from sound recording collection bodies, if not already collected by you, your agent or an agent authorized by the sound recording copyright owner as of the date you authorize Third Party Distribution under this agreement (provided, only if you give us written notice of any such prior collection arrangements promptly following the date of such authorization).
Your grant of rights to Company in this Agreement shall include the right to collect, administer and distribute all revenue derived therefrom, including any advertising revenue or media revenue and revenue deriving from digital, mechanical, and performance uses, under statute, industry agreement, or otherwise and, if applicable, any non-interactive radio webcasting, satellite radio, and cable subscription royalties from Sound Exchange (and any other authorized organization or successor thereto) and Audio Home Recording Act royalties from the Alliance of Artists and Recording Companies (and any other authorized organization or successor thereto). All licenses shall be executed by Company as agent, and in such regard, Content Distributor grants Company and its employees the right and authority to execute license agreements on its behalf during the Term. Company does not guarantee placement of the Content with any service providers, distributors, social media platforms, licensees, digital entertainment services, or any other third-party services, and reserves the right to reject distribution of any Content in its discretion.
Without limiting the generality of the foregoing, it is understood that Company shall have the right to directly market, promote, sell, or otherwise exploit the Catalog through Loudr and through its Services, as well as by way of syndication from the Company’s servers to other sellers or to consumers by way of linking, co-branded sites, widgets, data services, or platform integrations. You hereby grant Company a non-exclusive, gratis, fully paid-up, and royalty-free right and license to reproduce, stream, store, publicly perform, transmit, and otherwise use the Music and Digital Assets, in connection with marketing, promotion, and licensing of the Catalog (“Marketing Rights”), as well as the right to authorize others to make use of the Marketing Rights to the extent necessary to facilitate the Third Party Distribution authorized by you throughout the Universe. This includes, without limitation, the distribution of gratis digital downloads to songwriters and music publishers for review in connection with mechanical licensing. You hereby waive any right to collect any proceeds or other remuneration whatsoever for the exercise of such Marketing Rights, and shall be responsible for all clearances and payments of any kind whatsoever in respect of such use, except for use of any musical compositions embodied in the Catalog and designated by you as Covers.
In addition, you hereby grant to Company and Company’s licensees, partners, affiliates, agents and designees the right to use the names, likenesses, and biographical material of any artists appearing in the Content submitted by you to Loudr, in connection with exploitation of the Content and/or the marketing and promotion thereof. Such rights shall not include merchandising rights in anything other than the Music. Content Distributor shall retain the right to commercially release and/or distribute the Catalog in physical formats, e.g., vis-à-vis compact disc, or to sell, distribute, promote, and otherwise exploit the Catalog through direct-to-consumer music platforms, provided that such platforms do not prevent Company from performing the Third Party Distribution authorized by you.
In the Loudr Artist Dashboard, you may select and designate any individual recording from the Music you submit to Company as either a “Cover Song”, deﬁned here as a phonorecord embodying a musical composition that is eligible for licensing under Section 115 of the United States Copyright Act of 1976 (collectively “Cover Songs”), or a “Medley”, defined here as a phonorecord embodying multiple musical compositions eligible for such licensing (collectively “Medleys”). You may also designate any individual recording as a Cover Song or Medley embodying one or more specific musical compositions by identifying and selecting the composition(s) from the list provided in your Loudr Artist Dashboard (“Artist Matched Cover Song”).
By designating a recording as a Cover Song or Medley and submitting it to Loudr for distribution, you are requesting that the Company procure or appoint an agent to procure one or multiple Digital Phonorecord Delivery licenses (“DPDs”), or so-called “Mechanical Licenses”, to facilitate the digital distribution and sale of such Cover Song or Medley through Loudr. By designating a recording as an Artist Matched Cover Song, you are requesting that the Company procure such DPDs or have such DPDs procured for the musical compositions identified and selected by you.
For any such recording designated by you as a Cover Song, Medley, or Artist Matched Cover Song (collectively, “Cover”), you hereby authorize Company to designate itself or a third party to be your authorized representative and agent in connection with the procurement, clearance, administration, and payment of any such music publishing licenses for the sale and/or digital distribution of the Cover through Loudr. Company shall make commercially reasonable efforts have the licenses procured prior to the sale and distribution of the Cover hereunder, based upon the information provided by you in the Loudr Artist Dashboard, and to notify you in writing in the event that such licenses cannot be procured. Company shall have the right to bill or deduct from payments due for any fees, costs, and royalties incurred in connection with such licenses from the fees, royalties, and proceeds otherwise payable to you. Company shall notify you in writing and/or through the Loudr Artist Dashboard or through your Loudr Account in the event that the sum of royalties for the sale of an individual track exceeds the price of the track. You shall be solely responsible for the payment of any fees and royalties that exceed the balance associated with your account.
Company shall make every attempt to ensure that the rights are secured rights from the legitimate copyright holders, but shall not be responsible in the event a contracting party is ultimately determined to not hold the rights licensed by such contracting party, and Content Distributor shall look solely to such contracting party for any claims in connection therewith. Furthermore, nothing in this Agreement and nothing in Company’s statements to Content Distributor shall be construed as a promise or guarantee about the outcome of any clearances or licenses hereunder.
You also hereby grant to Company during the Term, with respect to any musical compositions embodied in the sound recording copyright or copyrights owned or administered by you and submitted by you to Company, and solely within the territory or territories where you own or administer such musical compositions, a non-exclusive, non-transferable, non-sublicensable, royalty-bearing limited right and license to: (i) make, distribute and sell DPDs of the musical compositions, in whole, in part and/or in conjunction with other musical compositions as part of a Medley, as embodied by any users of Loudr in digital audio recordings (“Digital Audio Recordings”) made available on and through Loudr or through the Services, to consumers or to retailers, service providers, or other users of any descriptions that sell, distribute, or otherwise exploit sound recordings by any and all means and media, whether now known or existing in the future; and (ii) copy, reproduce, transcode, transmit, embed, exhibit, distribute, or otherwise exploit the musical compositions solely to the extent necessary for the purpose of engaging in the activities described in the preceding clause (i).
As such, you hereby exempt Company, and Company is hereby exempted from the obligation to serve or file a notice of intention to obtain a compulsory DPD license required by the Copyright Act. In addition, for the purposes of promoting sales of the Digital Audio Recordings, you hereby grant to Company within the territory or territories where you own or administer such musical compositions, the non-exclusive, gratis, royalty-free right and license, but not the obligation, to publicly perform and make full-track on-demand streams of the compositions as embodied in the Digital Audios Recordings licensed hereunder in or as part of the Services, and to authorize third parties to publicly perform and make such on-demand streams of up to ninety (:90) seconds in length.
Company shall pay you for any DPDs made pursuant to this Agreement, if any, as of the date that a Digital Audio Recording is uploaded to Loudr, and on a pro-rata basis in an amount equal to the higher of either a) the full statutory mechanical royalty rate in effect under the Copyright Law at the time the Digital Audio Recording is made or b) the higher of 9.10 cents ($0.091 USD) per copy for all songs five (5) minutes or less, or 1.75 cents ($0.0175 USD) per minute or fraction thereof, per copy for songs exceeding five (5) minutes (the “DPD Royalty” or collectively “DPD Royalties”).
For DPD Royalties derived from the sale of any individual Digital Audio Recording embodying a Medley, as defined under this Agreement, Company shall pay you a pro-rata share of the DPD Royalty derived from the sale, multiplied by a fraction, the numerator of which shall be the number of musical compositions owned by you and embodied on the applicable Digital Audio Recording and the denominator of which shall be the total number of musical compositions embodied on the applicable Digital Audio Recording not owned or administered by the user that makes the Digital Audio Recording available through Loudr.
What we pay you (“Content Distributor’s Share”) is based on the provisions of this Section and the distribution percentages set forth in the Pricing section of the Loudr Artist Dashboard, which may be viewed by signing in with your Loudr Account and accessing http://www.loudr.fm/pricing, and which is hereby incorporated by reference. These distribution percentages do not apply any royalties payable to you for cover songs of your compositions licensed pursuant to this Agreement, which shall be paid to you in entirety.
For any sale, license or other exploitation of an individual track or album through Loudr Distribution, regardless of whether designated by you as a Cover, the applicable Loudr Distribution percentage shall be applied to the sum total of fees, payments, royalties and other consideration received by Loudr for any licenses, sales and other exploitation (“Gross Revenue”), following any deductions for marketplace costs, including without limitation conversion costs, payment processing fees, and refunds. From the resulting amounts payable to you, any licensing fees, and royalties payable to song publishing licensors and compulsory mechanical licensors shall then be deducted.
For any sale, license, or other exploitation of an individual track or album through Third Party Distribution, one of two percentages shall apply to the Gross Revenue after a) the deduction of marketplace costs, including without limitation any fees, payments, royalties or other consideration collected by aggregators and digital retail stores, and b) the deduction of any licensing fees and royalties payable to song publishing licensors and compulsory mechanical licensors:
Company shall have the right to recoup from amounts payable to Content Distributor all expenses incurred by Company in connection with any of Content Distributor’s releases. Company’s payment of any sums hereunder, including Content Distributor’s Share and any royalties for DPDs licensed pursuant to this Agreement, is conditioned upon your fulfillment of all obligations described hereunder and receipt of your completed U.S. Federal Tax form W-9 or, as applicable, form W-8BEN, submitted in digital PDF format through your User Account or, only if expressly authorized in writing by Company, in physical format. Content Distributor shall be solely responsible for tracking and paying any taxes and governmental fees associated with or incurred in exploitation of the Catalog through Loudr Distribution, including without limitation any tariffs, value-added taxes or governmental fees.
All payments of Content Distributor’s Share shall be posted monthly by Company to your Loudr Account page and shall be disbursed by Company to you upon your request, provided that your accrued Content Distributor’s Share exceeds a threshold of ten US Dollars ($10.00 USD). Any balance due under ten U.S. dollars ($10.00 USD) (aggregated for all Licensees) shall be rolled over into the following month and paid only when the balance exceeds ten U.S. dollars ($10.00 USD), or with the last statement, if applicable.
Unless other payment arrangements are made between you and Company, Company shall remit payment to you according to the settings in your Loudr Artist Dashboard, including via PayPal or, subject to a processing fee, via physical check to the address provided by you.
Content Distributor shall have the right to appoint a certified public accountant who has signed confidentiality agreement with respect to Company’s books, to audit Company’s books and records to verify the accuracy of such statements, once with respect to any statement, once in each year, at Content Distributor’s expense, at the place where Company maintains such records, during Company’s normal business hours and on at least thirty (30) days’ prior notice. All objections concerning payments hereunder shall be submitted by Content Distributor within one (1) year after the date of payment, after which time all objections shall be waived.
Subsequent to your acceptance of these Terms, your payment of any fees payable under the Pricing section of the Loudr Artist Dashboard, and your delivery of the digital files of the Content with accurate metadata and cover artwork that fulfill the requirements set forth in the Album Settings section of the Loudr Artist Dashboard, Company shall procure Mechanical Licenses for any Covers, and/or shall deliver the Music and applicable Digital Assets to the Loudr Distribution service and/or the selected Third Party Distribution services. For a current list of the services provided by Company, which may include the below services, please sign into the Loudr Website and review the Music Services page, which may be revised from time and is located at http://loudr.fm/features.
You may indefinitely withhold any of the Music from any store(s) of your choosing by selecting the appropriate option in the Loudr Artist Dashboard prior to the submission of the release. You may also, after withholding Music from a particular store, email email@example.com to request delivery of the Music to such store, at Company’s discretion.
We reserve the right to make modifications to this Agreement from time to time, excluding modifications to the Loudr Distribution percentage that would decrease Content Distributor’s Share. Any such modifications will be made by updating and posting a new version on this Website and notifying you of the revised Agreement in accordance with the settings in your Loudr Account and/or the Loudr Artist Dashboard on Loudr. By using Loudr, you agree to be bound by the terms and conditions of the version of this Agreement that is in force during your use of the Services, as well as all applicable local, national, and international laws and regulations. In the event that we make any other changes to this Agreement, we will provide you with the opportunity to review and approve the terms prior to use of the Services. Should any modification be unacceptable to you, your sole recourse is to discontinue use of the Services.
In connection with exploitation of the Catalog contemplated hereunder, you shall be solely responsible for (a) all record royalties due to artists, producers and other persons who performed in the making of the Music and other royalty participants, (b) all royalties due to any party as a result of samples included in the Music (c) all payments that may be required under collective bargaining agreements applicable to you and your affiliates, and (d) all music publishing licenses and royalties, excluding the procurement of licenses for any Covers as provided under the “Cover Song Licensing For Your Recordings” Section of this Agreement.
Each party warrants and represents to the other party that it has the right and authority to enter into and perform this Agreement, and that it will comply with all applicable laws in the performance of this Agreement.
Additionally, you hereby warrant and represent that you own, control and/or administer the Catalog, including both the Music and the Digital Assets, that the Catalog shall not infringe on the copyrights, trademarks, patents, moral rights, trade secrets, intellectual property rights, privacy rights, contractual rights, or other rights of any person or entity and, without limitation, that Company shall have the right to exploit the Catalog in all manner hereunder free from adverse claim and without any obligation to make any payment of any nature to any person or entity, other than the amounts due to you described under this Agreement.
Notwithstanding breach of warranties hereunder, you hereby agree to defend, indemnify, and hold Company harmless from any and all costs, losses, damages, or expenses arising out of any breach of the foregoing warranties and representations. You also hereby agree to indemnify, defend, and hold Company and those authorized by Company to use and/or exploit the Catalog harmless from and against any and all claims, damages, costs, liabilities, and expenses, including reasonable counsel fees and litigation expenses, arising out of the use of the Catalog as contemplated hereunder. If a claim is made, Company reserves the right to withhold payment of royalties hereunder in an amount reasonably related to the claim and potential expenses. If you are acting for the benefit of, and/or as an agent or representative of any artist, individual, group, or corporation, you and the parties that you represent shall be bound to the terms of this Agreement and shall be jointly and severally liable for your breach of the Agreement and for breach of the Agreement by any of the parties you represent. COMPANY DISCLAIMS ANY WARRANTY NOT EXPRESSLY SET FORTH HEREIN, AND DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN ADDITION, COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE FUNCTIONALITY, PERFORMANCE, OR RESULTS OF COMPANY’S WEBSITE OR SERVICE. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER.
Any notice, demand, or other communication which may be or is required to be given under this Agreement must be in writing and must be either: (a) personally delivered; (b) transmitted by United States postage prepaid mail, registered, or certified mail, return receipt requested; (c) transmitted by reputable overnight courier service, such as Federal Express; (d) transmitted by legible facsimile (with answer back confirmation); or (e) transmitted by electronic mail, with confirmation of receipt from both parties.
The provisions of this Agreement are solely for the benefit of the parties hereto and not for the benefit of any third parties, except that Company shall have the right to assign this Agreement and/or any of the rights herein and this Agreement shall be binding upon and inure to the benefit of the Company’s assignee(s) hereto and their respective successors, assigns and legal representatives.
Your waiver, amendment, or modification of any provision of this Agreement shall not be effective unless agreed to by both parties in writing. No failure or delay by either party in exercising any rights, power, or remedy under this Agreement shall operate as a waiver of any such right, power, or remedy.
This Agreement will be governed by and construed in accordance with the internal laws of the State of California, excluding that body of laws known as choice of law or conflict of laws. Any dispute arising hereunder shall be settled by binding arbitration in San Francisco, California, in accordance with the rules of the American Arbitration Association by an arbitrator appointed in accordance with said rules.
This Agreement contains the full understanding between the parties with respect to the subject matter of this Agreement and supersedes all prior statements, representations, discussions, negotiations, and agreements, both oral and written, applicable to the terms of this Agreement.
If Company is materially hampered in the fulfillment of its obligations under this Agreement by reason of fire, flood, water damage, power failure, catastrophe, terrorism, strike, war, failure of computer systems, or other force majeure event (“Force Majeure Event”), the Term and Company’s fulfillment of its obligations shall be suspended and Company shall not be deemed in breach as a result thereof, provided that Company provides written notice to Content Distributor no later than thirty (30) days following the Force Majeure Event. No such suspension shall exceed six (6) months from the date of notice.
This Agreement may only be changed by a written document agreed to by both parties. Termination of this Agreement will not relieve either party of any obligations that by their nature are intended to survive termination, including without limitation the obligations relating to ownership provisions, representations, warranties, disclaimers, and indemnification.
This Agreement may be executed in one or more counterparts, including by means of a .PDF transmission, each of which counterparts shall be deemed an original, but which together shall constitute one and the same instrument.
Should any term of this Agreement be finally determined by a court of competent jurisdiction to be invalid, unenforceable, or otherwise contrary to law and equity, the parties agree that such provision shall be construed, limited, modified or, if necessary, severed, to the extent necessary to eliminate its invalidity or unenforceability, and that the other provisions of this Agreement shall remain unaffected.
By clicking the “Agree and Finalize Album” button, you are confirming that you have been advised as to your right to consult independent legal counsel regarding these terms and that you agree to the terms as of the Effective Date.
This is a binding contract. You can have an attorney review these terms if you’d like. We really look forward to working with you.
Last Updated -- 3/01/2016