LOUDTRAX DIGITAL DOWNLOAD AGREEMENT

 

OK….here is what you are agreeing to in a nutshell:

 

- you agree to give us permission to make your music available for download sales on LoudTrax.com

- you keep and control all your rights – master rights & publishing rights.

- This does not prevent you in any way from selling your music anywhere else on the internet and retail.

- You determine the price – with a minimum of $2.99. We pay you 70% of whatever we receive – no deductions.

- We can pay you via Paypal which is the easiest, or mail you a cheque. Reports and payments are sent every 3 months. We can switch to monthly on a case to case basis depending on volume.

- To keep things simple and ensure that all rights are legally paid, the publishing royalties are included in the 70% you are receiving. If you do not control the publishing, it is your responsibility to pay the publisher(s) of the music you are selling. Need more info on that? Ask us: contact support center

- You guarantee that all the music you submit to us is owned or controlled by you. We are not responsible for any claims made by other parties claiming you are selling music which is not yours to sell.

- Please upload the highest possible MP3 files. 320 kbps is the ideal, but we do accept lower bitrates. Remember that clients won’t be too pleased with paying for low quality files so take a moment to ensure the files are of professional quality.

- Have more questions??? Visit our contact support center.

 

This Agreement shall constitute an agreement between the artist name submitted on the release info (“Artist”) and LoudTrax Inc. 8272A Pascal Gagnon, Suite 102, Montreal, Quebec H1P 1Y4 Canada (“LoudTrax”) with reference to LoudTrax's digital audio transmission, digital Phonographic record delivery and digital distribution and sale of sound recordings owned and represented by Artist.

Whereas:

Artist owns and/or represents recordings and wishes for LoudTrax to exploit them within the Territory.

 

LoudTrax wishes to release Artist’s recordings subject to the terms and conditions set forth in this Agreement.

 

It is agreed as follows:

 

1. Definitions

In this Agreement, unless the context otherwise requires, the following definitions shall apply:

 

“Agreement” shall mean this Agreement (including any schedule or annex to it and any document referred to in it or in agreed form).

“Content” shall mean any Wav, MP3, Aiff, Ringtone, and/or file format now known, or forthright coming.

“eLicense” shall mean an electronic license which grants a Customer the right on a permanent basis to store, access, view and play Content as defined in the LoudTrax terms and conditions for use of the Website.

“eTrax” shall mean a complete, digital copy of an individual Artist Recording that is:

(i) encoded and compressed with a Codec;

(ii) a full-quality audio (Wav, MP3, Aiff, etc.) format file;

(iii) packaged with associated Metadata (if any);

(iv) a full-quality visual (Video, etc.) format file;

(v) a full-quality Ringtone

“Artist Recordings” shall mean the sound recordings owned and/or represented by Artist for exploitation in the Territory in each case as selected by Artist.

“Metadata” shall be the information required by Loudtrax as outlined on LoudTrax.com

“Revenue” shall mean income which LoudTrax actually receives and which is directly and identifiably attributable to the sale of an eTrax, notwithstanding the method of Download, after the deduction of taxes and of any sums payable to a third party in connection with the particular Download concerned including without limitation to any relevant mobile network, and costs associated with the delivery of the Content and/or any Additional Materials, commissions, discounts, rebates, referral fees and/or transaction costs.

“Royalty Base Price” shall mean the percentage of the Revenue in accordance with the pricing option that is filled out by Artist on LoudTrax.com. The currency for the Base price shall be determined by LoudTrax.

“Territory” shall mean the “World” except where specifically indicated by Artist on a title per title basis.

“Website” shall mean a universal resource locator (URL) owned, operated and/or controlled by LoudTrax and/or on LoudTrax’s behalf.

 

2. Grant Of Rights

Upon the terms and subject to the conditions of this Agreement, Artist hereby grants to LoudTrax a non-exclusive, license during the Term, the following rights:

(a) to advertise, make available, sell, the Content to Customers and/or to the general public;

(b) to maintain and encode preview clips no longer than 30 seconds, of Content and store such Content for the purposes set out below on the LoudTrax Servers;

(c) to grant eLicenses to Customers and to deliver Content either by Streaming, Conditional Download, Temporary Download or Permanent Download direct to Customers;

(d) to use album artwork and artists' names, likenesses and biographical material provided to LoudTrax by Artist to promote the digital exploitation of the Content subject to any artist-related restrictions as to which Artist gives LoudTrax notice;

(e) to make the Content available as part of playlists to be selected by and/or on behalf of LoudTrax;

 

3. Commercial Terms and Payments

With respect to the Download, a “Sale” shall be deemed to have occurred and payments shall accrue at the time that such eTrax has been paid for by a Customer to LoudTrax.

 

(a) For each sale of an eTrax LoudTrax shall pay to Artist seventy (70%) percent Net Revenue of all eTrax of the Royalty Base Price for stipulated by artist on LoudTrax.com.

 

4. Artist Obligations

Artist shall be responsible for:

(a) payment of all artist royalties and producer royalties resulting from streaming of Clips and sales of eTraxs with eLicenses delivered via Download and;

(b) any artist's permission, performer's consents required to allow exploitation of Artist Recordings allowed hereunder.

(c) provide LoudTrax with audio files, metadata information, artwork, and other tools as may be required as outlined on LoudTrax.com.

 

4.1 The copyright in Artist Recordings in the Territory is and shall be valid during the Term and Artist warrants that it has the right and all necessary licenses, permissions, clearances and consents required under any artists or license agreements to grant the license in clause 2 and that the exercise by LoudTrax of the rights granted under this Agreement shall not infringe the copyright in Artist Recordings or the rights of any third parties. For the avoidance of any doubts, LoudTrax shall have no responsibility for obtaining or maintaining any Consents and Artist shall indemnify LoudTrax against all costs (including legal costs), losses, claims and damages incurred as a result of or arising from any claim by any artist or licensee in respect of such Consents.

 

4.2 Mechanical Licenses

Payment of 70% royalty to Artist shall include any and all Mechanical Licenses. In the event Artist controls the Mechanical / Publishing rights for the eTrax of this agreement, Artist will keep the portion allocated for Mechanicals. In the event Artist does not own or control the Mechanical / Publishing rights for the eTrax on this agreement, Artist shall be responsible for payment and accounting to respective publishing owner(s) of each eTrax.

 

5. LoudTrax Obligations

 

5.1 LoudTrax shall be solely responsible for the following payments, fees and expenses limited to the Website:

(a) all costs of production in relation to the Website;

(b) all advertising expenses, fees, production costs, income, by or from any third parties is the sole responsibility of LoudTrax and royalties to Artist shall not be affected.

(c) fulfill Customer purchases of eLicenses originating from the Website.

 

6. Artist Recordings

For the avoidance of any doubts, this Agreement shall only apply to Artist Recordings submitted by Artist.

 

7. Pricing Payment

LoudTrax shall render, quarterly, March 31, June 30, September 30 and December 31 plus 30 days, to Artist written reports showing information for that period which shall include as a minimum:

(a) Number of downloads

(b) Territory of sale;

(c) Date of download;

(d) Number of Gratis or Free Downloads if any;

(e) Royalties due;

(f) No royalty shall be paid for an eTrax downloaded gratis/free on Loudtrax website. Such gratis/free download(s) may be used as promotional and/or marketing tool for Loudtrax and/or Artist. The maximum allowable “gratis/free” download(s) per period shall not exceed two (2%) percent of total sales during that downloaded period. Such gratis/free download(s) shall be limited to a “Single”, “Single Video”, or “Ringtone”. By way of example, if a certain eTrax achieves 100 downloads in a period, LoudTrax shall be entitled to give away a maximum of two (2) free downloads of that same eTrax during that period.

 

8. Term

This Agreement shall be for three (3) years and shall continue annually thereafter the Initial Term unless Artist provides LoudTrax with written notice of intention to terminate the Agreement within thirty (30) days prior to the renewal period on the renewal date of the Initial Term. LoudTrax may exercise to terminate the Term at any time by giving Artist one (1) month prior written notice. Such termination shall follow with written explanation of termination.

 

9. Miscellaneous

Entire Agreement

This Agreement sets out the entire agreement and understanding between the parties and supersedes all prior agreements, understandings or arrangements (oral or written) in respect of the subject matter of this Agreement.

 

10 Assignment

This Agreement shall be binding on and endure for the benefit of the successors and assigns of the parties. In the event of an assignment Loudtrax shall send a written notice to Artist of such activity.

 

11. Releases and Waivers

(a) Any party may, in whole or in part, release, compound, compromise, waive or postpone, in its absolute discretion, any liability owed to it or right granted to it in this Agreement by any other party or parties without in any way prejudicing or affecting its rights in respect of that or any other liability or right not so released, compounded, compromised, waived or postponed.

(b) No single or partial exercise, or failure or delay in exercising any right, power or remedy by any party shall constitute a waiver by that party of, or impair or preclude any further exercise of, that or any right, power or remedy arising under this Agreement or otherwise.

 

12. Announcements

No announcement concerning the terms of this Agreement shall be made by or on behalf of any of the parties without the prior written consent of the others, such consent not to be unreasonably withheld or delayed.

 

13. Costs and Expenses

Each party shall bear its own costs and expenses incurred in the preparation, execution and implementation of this Agreement.

 

14. Notices

Any notice to a party under this Agreement shall be in writing signed by or on behalf of the party giving it and shall, unless delivered to a party personally, be left at, or sent by prepaid first class post or facsimile to the address of the party as set out on page 1 of this Agreement or as otherwise notified in writing from time to time.

 

15. Governing Law and Jurisdiction

This agreement shall be construed only under the law of the Province of Quebec, Canada. If any part of this agreement shall be invalid or unenforceable, it shall not affect the validity of the balance of this agreement. The parties hereto confirm that it is their wish that this agreement as well as the documents relating hereto, including notices have been and shall be drawn up in the English language only. (French Translation) Les parties aux presents confirment que c’est de leur volonte que cette convention de meme que tous les documents y compris les avis, s’y rattachant, soient rediges en langue Anglaise seulement.

 

 

By clicking “I Agree to the terms and conditions”, you are electronically signing, agreeing and accepting the terms outlined above and claiming to be a duly authorized representative on behalf of the Artist