Terms & Conditions
1. BACKGROUND, INTENTIONS AND GRANT OF RIGHTS
ALOADED is a distributor of digital recordings and content. The rights granted in this Agreement include, but are not limited to, the sale of Recordings, digital downloads, streaming, interactive and non-interactive streaming, cloud services and streaming-on-demand services.The objective of this agreement is to distribute the Label’s Content to all digital music services (DSPs)available via ALOADED, now and in the future, during the Term and throughout the Territory. The Label’s intention is to make it’s new releases, as well as it’s complete catalogue, available on all DSPs available. The Label grant the exclusive rights to ALOADED, during the Term and throughout the Territory, to sell, copy, distribute and otherwise exploit the Content by all means and media (whether now known or existing in the future) through any and all DSPs now available and operational or hereafter available, and also the right to sublicense or otherwise transfer, all such rights to ALOADED’s network of DSPs. The Label grant the rights to ALOADED, during the Term and throughout the Territory, to collect all income related to the Content from ALOADED’s network of DSPs. The Label grant the rights to ALOADED, during the Term and throughout the Territory, to use, store and publish the names, photographs, images, cover artwork, Metadata and other information related to the Content. The Label represents and warrants to be the owner of, or the controller of, the master rights of the Recordings. ALOADED shall offer the Label´s Content, to the DSPs with whom ALOADED has an agreement, in accordance with the Metadata specified by the Label.
2. DURATION AND TERM
The grants ALOADED the exclusive right to distribute its Content, as defined in this AgreemeCompanynt, for one (1) years, from the date of signature. The term shall be automatically renewed for one (1) year at a time, provided it is not terminated by one of the parties no later than sixty (60) days prior to expiry of the then prevailing term of the agreement. For new label and artist accounts ALOADED will charge a start up fee of 250 Euro. If yearly streaming income for the label is below 1000 Euro, an administrative fee of 100 euro will be charged yearly. For each Asset uploaded under this Agreement, The Company grants ALOADED the right to distribute and publish each Asset, as agreed in this Agreement, for the minimum of one (1) year from the respective delivery date.
3. TERRITORY AND TAKEDOWNS
Label specifies in the Platform Login or the Metadata which DSPs and which Territories it wants to apply to the specific release for distribution. ALOADED distributes only to the DSPs and Territories that the Label has approved for a specific release. Unless otherwise specified “territory” means the World. Label has the right to request a reasonable amount of edits of territories and DSPs, and a reasonable amount of takedowns for releases in the event where the Label license or sell such rights to third party. ALOADED shall perform such takedowns in reasonable time.
4. DISTRIBUTORS OBLIGATIONS
ALOADED is responsible for making the Label’s Content available for the DSPs against remuneration. ALOADED is responsible for storing and Encoding the Content to the correct formats, and to catalog the material if necessary. The rights granted in this Agreement include, but are not limited to, the sale of Content, Recordings, digital downloads, streaming, interactive and non-interactive streaming, cloud services and streaming-on-demand services.
5. DIGITAL MUSIC STORES
The Label authorizes ALOADED as the provider of its Content, to the DSPs connected to ALOADED. The Label grants ALOADED the right to negotiate license agreements with the DSPs for utilization of the Content, this also includes the license agreements associated with Merlin, as well as other organisations or companies, for independent music distribution. The list of DSPs that ALOADED deliver the Label’s Content to varies over time. ALOADED cannot guarantee deliveries to any particular DSP now or in the future, and assumes no liability if your Content are not available at a particular DSP, as well as no liability for any interruptions or suspensions of access in a particular DSP. We assume no liability for any interruptions, delays or errors that might occur on our network of DSPs. ALOADED are not liable or responsible for any third party failures in any way. ALOADED’s agreement with the DSPs shall determine the terms on which the Label’s recordings are sold, streamed or made available to music listeners.
6. DISTRIBUTION FEE, ROYALTIES AND REPORTS
ALOADED’s distribution fee: 20% of gross sales. Meaning the Label will receive 80% of gross sales, net Revenues (the revenues received from our distribution partners, less any tax, VAT, administrative fee or other external and/or internal charge related to the sale, hosting or handling of your Recordings, Content or royalties). The Label will be fully responsible for any bank fees or other charges related to any withdrawals, such as bank fees, tax fees, currency/exchange fees and fluctuations, or other charges. ALOADED will deduct such fees and charges if necessary. Revenues in international currency may be subject to exchange rate fluctuation. Payments will be subject to the conditions in each agreement between ALOADED and the DSPs. Each DSP may provide differing price structure and computation of compensation. ALOADED report sales every quarter. The Label shall receive statements of reported sales for which ALOADED has received full payment, no later than the following dates: May 30 (Q1), August 30 (Q2),November 30 (Q3) and February 28 of following year (Q4). The royalties includes compensation for all recording costs, royalties to Artists, musicians, producers and others involved in the production.
7. SELF-BILLING SCHEME AND PAYOUTS
To enable our finance department to make future payments to you, you hereby agree to ourself-billing scheme. This means you do not have to generate invoices to receive your royalties.Instead, we will both produce and pay the invoice to your bank account after sending you the statement. All royalties and monies referred to in this agreement are exclusive of VAT which shall be payable inaddition thereto on receipt of a valid VAT invoice.For Swedish labels only: If your label (your registered company) is based in Sweden, you will need to be registered for “F-skatt” to be able to receive royalties via our self-billing scheme. Swedish VAT(mervärdesskatt, moms) will be added to all prices/statements. If you are not registered for “F-skatt” at Skatteverket, self-billing is not possible and you will have to invoice us via Frilans Finans or similar, to receive your royalties.By signing this agreement, you agree to inform ALOADED in the event of your VAT registration number changes or your company details changes or if you sell your business or part of your business.
8. MECHANICAL RIGHTS IN THE US
The Label authorizes ALOADED to help the Label collect revenue from use of mechanical rights ofContent within the USA, Canada and Mexico. ALOADED reserves the right to refuse this request and not collect the revenue.For this purpose, ALOADED may set aside the amount due to Label until charged by Harry Fox or other relevant organizations. ALOADED will charge 20% of the revenue as a handling fee.
9. THE LABEL’S OBLIGATIONS
The Label is obliged to upload new releases on an ongoing basis, from the signature date of thisAgreement. The Label uploads the recordings, content and Metadata for each release via thePlatform Login. Label intends to include all new releases as well as the complete back catalog in this agreement. A list of the Label’s complete catalog may be attached to this Agreement.The Label is obliged to provide complete and correct information about its releases (and to notify ALOADED if this may change). Including names of composers, authors and details of publishers and copyrights. Further, the Label is obliged to ensure that agreements with performers (musicians and artists) and producer(s) of any graphic or photographic material govern the right to digital distribution.ALOADED assumes no liability for and shall not be made part of, any dispute between the Label and performers, photographers, designers, composers or other contributors to the Content.The Label shall be solely responsible for the proper and adequate uploading of Content to ALOADED and it shall ensure that correct Metadata (including publishing and performer rights) is provided at all times. The Label shall ensure that the Content is technically satisfactory for exploitation on DSPs and ALOADED reserves the right to refuse, to accept any recordings, artwork or Metadata that does not meet the standard requirements and specifications set out by ALOADED and/or by the relevant DSPs;The Label shall provide ALOADED with all information reasonably requested to fulfill its obligations(including in relation to handling any ‘Infringement Notices’) and promptly cooperate with ALOADED to resolve any operational and/or technical issues relating to the ALOADED’s services or the DSPs’ platforms.
10. ILLEGAL CONTENT AND USE OF CONTENT
The Label shall not use ALOADED or any DSP in any fraudulent and/or illegal way.The Label guarantees that it will comply with all applicable laws, governmental regulations and requirements applicable to The Label’s Content and the performance of The Label’s undertakings, warranties and obligations set out in this Agreement. ALOADED reserves the right to be informed of, and to block or delete any Content on ALOADED and/or on DSPs if:
● the Label fails to clear any rights or obtain any licenses or pay royalties due under any licenses in relation to The Label’s Content.
● In ALOADED’s opinion, the continuing availability of such Content on DSPs may result in aliability for ALOADED.
● The Label’s Content is offensive, pornographic or defamatory or is the subject of a ‘Infringement Notice’ or is the subject of any fraudulent activity, or for any other reason in ALOADED’s sole and absolute judgment is necessary to protect the business interests of ALOADED. The Label guarantees that the Content and any usage thereof, by ALOADED and/or the DSPs, does not infringe any intellectual property rights (including, copyrights, trademark rights, designs, database rights and all other intellectual rights and equivalent or similar forms of protection existing anywhere in the world) or any other rights of third parties.
11. FOR YOUR EYES ONLY
The Label shall treat all information belonging to ALOADED and all information about any third parties like DSP’s (but not limited only to DSP’s) as confidential. Label shall not disclose any contractual, technical or business method information about ALOADED or any third parties like DSP’s (but not limited only to DSP’s) to any person without the prior consent of ALOADED, except to such persons and to such extent as may be necessary for the performance of the Agreement.
14. TERMINATION & DISPUTES
This Agreement shall be subject to and construed in accordance with the laws of Sweden and all disputes (including non-contractual disputes or claims) relating to this Agreement shall be brought solely in the District court of Stockholm, or any higher court as relevant. If one of the parties does not fulfill its obligations under this agreement, the other party may demand to renegotiate the agreement. If the non-performance constitutes a material breach of the agreement, the other party may cancel the agreement with immediate effect. In the event that any part of this Agreement is held to be invalid or unenforceable, that particular part shall be deleted and the remaining provisions will remain in full force and effect.
Platform Login - The Label’s separate working area on ALOADED’s website / technical platform, in which the Label submits and maintains the Metadata, Content, and information regarding its Recordings and the Company.
Content, Recordings,Repertoire, Catalog - The digital assets owned or controlled by the Label, provided by the Label to ALOADED. It could be – but not limited to – master recordings of music, digital assets, music videos or any digital content or Metadata. Already released, or new.
DSP/Service/Service Provider - Any music digital services provider whether existing or developed in the future (including streaming services, music download portals, mobile music platforms, digital (and terrestrial) radio stations, digital (and terrestrial) video platforms, performance rights organisations, mobile networks and data processing companies) selling/offering music, or access to music, to an audience/consumer, such as – but not limited to – Spotify, Apple Music, iTunes, Pandora, Amazon, Tidal, Youtube, Deezer, Beatport, Shazam.
Takedown - Removal of the Label’s Content from a DSP in one or more Territories, on one or more DSPs.
Merlin - An international trade organization for the independent sector of the Music industry. More info: www.merlinnetwork.org.
Metadata - Any information (including artists’ names, track numbers, label information, territories cleared for usage, ISRC and UPC codes) relating to each Asset.
Asset - Any and all master recordings and related Metadata owned and/or controlled by Company.