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
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
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.
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:
In this Agreement, unless the context otherwise requires, the following definitions
“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
“Metadata” shall be the information required by Loudtrax as outlined
“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
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
(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
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.
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.
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.
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.
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.
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