This agreement describes the legal relationship between you, (an individual representing
yourself, or if applicable, acting as legal representative for a band, group, or other musical entity) and Distrophonix
a music distributor.
Please read this document carefully. By signing on the “I AGREE” line you will be bound by this agreement.
From this point on, for the sake of this agreement you shall be referred to as the RIGHTS HOLDER or RIGHTS
1. DEFINITIONS OF TERMS USED IN THIS AGREEMENT.
Digital Master: digital master or digital masters means copies of the RIGHTS HOLDERS content in digital form,
which DISTROPHONIX may sell via permanent digital download, streams or burns, as individual tracks or as a
Distributor: distributor means any third party, such as Rhapsody, Amazon, Zune, Napster, and Apple’s iTunes, that
DISTROPHONIX may authorize to carry out the marketing, distribution, and sale or other use of the Digital Masters.
Term term means the period beginning as the effective date of this agreement and ending fourteen months after the
effective date. The effective date is the date in which the last party signs the agreement. At that point in time the
agreement shall automatically renew for fourteen month periods based on general market value.
Territory: territory means the universe.
Rights Holders Content: means sound recordings and musical compositions the RIGHTS HOLDER has made
available to DISTROPHONIX for distribution. Any content provided to DISTROPHONIX must be owned, or
controlled by the RIGHTS HOLDER or have been cleared for use and distribution by the RIGHTS HOLDER.
DISTROPHONIX is not legally liable in anyway for any content that is submitted to them which is stolen or
otherwise used without permission from the original rights holder.
Artwork: artwork means album cover art and any other artwork relating to the RIGHTS HOLDER. DISTROPHONIX
has permission to use this artwork as it sees fit to market the RIGHTS HOLDERS digital masters. Any artwork
submitted to DISTROPHONIX must be cleared for use by the RIGHTS HOLDER. DISTROPHONIX is not legally
liable for any content which is stolen or otherwise used without permission from the original rights holder.
Material: material is content provided to DISTROPHONIX by the RIGHTS HOLDER. This includes content for
conversion into digital masters, digital masters themselves, and artwork.
Catalog: the catalog means the total of all of the material provided to DISTROPHONIX for distribution by the
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Subject to the terms of this agreement the RIGHTS HOLDER herby appoints DISTROPHONIX as the exclusive
authorized representative for the sale and other distribution of digital masters. Accordingly, RIGHTS HOLDER
hereby grants an exclusive right to DISTROPHONIX, during the term, to:
2.1. Reproduce and convert RIGHTS HOLDERS content delivered by the RIGHTS HOLDER into Digital
2.2. Perform and make thirty (30) second clips of the RIGHTS HOLDERS content available by streaming
(“clips”) to promote the sale and distribution of applicable digital masters.
2.3. Promote, sell, distribute, and electronically fulfill and deliver Digital Masters as individual tracks or
2.4. Display and deliver artwork for personal use in conjunction with the applicable purchased Digital
2.5. Use RIGHTS HOLDERS content, artwork as reasonably necessary to fulfill DISTROPHONIX
obligations as outlined by this agreement.
2.6. DISTROPHONIX can authorize or appoint any distributors of their choice (such as launch.com,
Napster, Apple iTunes, etc.) to perform activities 1-5 as outlined above.
3. RIGHTS HOLDER OBLIGATIONS
3.1. The RIGHTS HOLDER shall obtain and pay for any necessary clearances and licenses in the territory
of all RIGHTS HOLDERS content and artwork. The RIGHTS HOLDER is responsible for the pay of any
royalties and or any other income due to artist, authors, co-authors, copyright owners, co-copyright owners,
producers, or other royalty participants or publishers from the sales or other uses of digital masters.
3.2. The RIGHTS HOLDER must advertise that their music is available for stream, purchase, or download
on distribution services such as Apple iTunes, Napster, Amazon, Zune, etc. They must advertise this
verbally at any public performance that the RIGHTS HOLDER performs at or that the RIGHTS HOLDERS
material is performed at. In addition they must advertise this fact on the RIGHTS HOLDERS website as
well as any sites where it leases space such as Purevolume.com or MySpace.com.
3.3. If the RIGHTS HOLDER has Digital Masters available for purchase on Apple iTunes they must provide
a link to their storefront through the RIGHTS HOLDERS website so that their fans may be able to easily
purchase their material.
3.4. If there is any occasion where the RIGHTS HOLDER has reasonable beliefs that they no longer
control the rights to authorize DISTROPHONIX and any other distributors to use the digital masters or
artwork any longer they must inform DISTROPHONIX. At that point DISTROPHONIX will cease further
distribution of the digital masters and artwork and make every reasonable effort to have the digital masters
and artwork pulled from the third party distributors such as Apple iTunes, Napster, Musicmatch, etc.
DISTROPHONIX, at this point, has 30 days to send the request to the retail stores for removal of product.
The actual removal of product depends on the standards of each individual retail store. The RIGHTS
HOLDER shall not withdraw RIGHTS HOLDERS content if such RIGHTS HOLDERS content is being made
available or is intended to be made available by RIGHTS HOLDER to any other provider of digital
downloads, streams, or burns. Rightsholder shall not be able to delete any Recordings or Videos from its
Catalog for convenience only if continued distribution is likely to expose Rightsholder and/or Distrophonix to
continued third party claims
3.4.1: RIGHTS HOLDER shall be liable for any fees associated to the removal of release from digital
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3.5. The RIGHTS HOLDER is responsible for providing any parental advisory information in regards to a
digital master to DISTROPHONIX. DISTROPHONIX shall then forward this information to any of its
distributors. Failure to do so resulting in a removal of title from retailers and needing to be resubmitted will
result in RIGHTS HOLDER paying any associated fees for the correction.
3.6. The changing of a band or groups name, the removal or addition of any members, or changing the
entity’s name in any other way does not void this contract in anyway. DISTROPHONIX shall still have the
right to distribute the digital masters. The RIGHTS HOLDER should make DISTROPHONIX aware in
writing as soon as possible if a band or group has changed its name for any reason.
3.6.1- Changing of metadata or information once a release has been distributed (approved at IODA) will be
subject to fees
3.7 RIGHTS HOLDER shall provide DISTROPHONIX with masters in wav format, front album cover (1400
x 1400, 300 dpi jpg, tracklist, barcode (a barcode may be purchased for $15), and any other information
pertinent to the release of the music. Failure to provide these items during submission may result in fees
responsible by RIGHTS HOLDER. If artwork is not received in stated format, RIGHTS HOLDER agrees to
pay $25 for artwork resizing. If a barcode is not given during the submission, RIGHTS HOLDER agrees to
have DISTROPHONIX provide a barcode for $15. If RIGHTS HOLDERS content is already being digitally
distributed by another digital aggregator, RIGHTS HOLDER agrees to purchase a new barcode for $15 and
will allow DISTROPHONIX to re-release said content.
The RIGHTS HOLDER retains all copyrights to materials, digital masters, and artwork. At no time does
DISTROPHONIX control the copyrights or equivalent rights of any of the provided material. The only right which
DISTROPHONIX has is the exclusive right to distribute digital masters as outlined in this agreement. Under no
circumstance shall DISTROPHONIX have any lesser rights than it would have as a member of the public.
5. GENERAL PROVISIONS
5.1. DISTROPHONIX and any of its distributors shall have the unrestricted right to market, promote, and
advertise the digital masters available for purchase as it determines in its discretion. DISTROPHONIX and
any of its distributors shall have the right to determine which sound recordings, irrespective of any particular
artist, record company or label affiliation, would best further their commercial purposes, and to promote
such sound recordings more than others.
5.2. DISTROPHONIX has the right to amend this agreement if current laws change concerning digital
masters or it sees fit to do so otherwise. If any changes are to be made the RIGHTS HOLDER shall be
informed within 30 days. The RIGHTS HOLDER at that time may either agree to the new terms or shall
have the sole recourse to terminate this agreement and all other relations with DISTROPHONIX.
5.3. DISTROPHONIX may terminate this agreement only with the written permission of the RIGHTS
HOLDER. A request by DISTROPHONIX to terminate this agreement must be submitted in writing to the
RIGHTS HOLDER to be considered.
5.4. The RIGHTS HOLDER may terminate this agreement only with the written permission of
DISTROPHONIX. A request by the RIGHTS HOLDER to terminate this agreement must be submitted in
writing to DISTROPHONIX to be considered.
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5.5. DISTROPHONIX has the right to shop the catalog to other labels. They may be monetarily
compensated for the sale of catalog or through a “finders fee” paid by the third party label. They may not
however, be allowed to sell distribution rights to RIGHTS HOLDERS material without the direct written
consent of the RIGHTS HOLDER.
5.5.1: DISTROPHONIX and its partners shall have right to match or better any offer for physical or digital
distribution for any releases distributed by Distrophonix.
5.6. In no event shall either party be liable to the other party for indirect, incidental, consequential, or
special damages, including loss of profits or punitive damages, even if advised of their possibility.
5.7. The RIGHTS HOLDER will indemnify and hold harmless and upon DISTROPHONIX request, defend,
DISTROPHONIX and its officers and employees and its distributors and affiliates from and against any and
all losses, liabilities, damages, costs or expenses (including reasonable attorneys fees and costs) arising
out of claim by a third party by reason of breach of any obligations as outlined by this agreement by the
5.8. Each party represents and warrants that it has the 1. full authority to act on behalf of any and all
owners of any right, title, and interest in and to the RIGHT HOLDERS content. 2. has the authority to enter
into this agreement and has obtained any third party consents, licenses and permissions necessary to
enter into and fully perform its obligations herein.
5.9. Each party represents and warrants that it owns or controls the necessary rights to enter into this
contract without infringing on a third party.
5.10. Each party represents and warrants that it shall perform in compliance with any applicable laws,
rules, and regulations of any governmental authority.
5.11. No agency or joint venture. The parties agree and acknowledge that the relationship between the
parties is that of independent contractors. This agreement does not create a partnership or joint venture.
5.12. Binding on successors. This agreement shall be binding on the assigns, heirs, executors, and
5.13. The titles used in this agreement are for connivance only and are not to be considered in construing
or interpreting the agreement.
5.14. In the rare instance that one of the digital retailers chooses not to sell the RIGHTS HOLDERS song
and/or album, this does not void the contract and DISTROPHONIX is not to be held liable for other fees to
get the song and/or album to the standards of the retailer. DISTROPHONIX will make every effort possible
to remedy the situation.
5.15. Any dispute arising out of or in connection with this contract, including any questions regarding its
existence, validity or termination shall be referred to and finally resolved by arbitration under LCIA rules,
which rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be
one. The seat or legal place of arbitration shall be Baltimore, MD. The language used throughout
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arbitration proceedings shall be English. The governing law of the contract shall be the substantive law of
the State of Maryland.
5.16. Neither party shall be liable in damages or have the right to terminate this Agreement for any delay or
default in performing hereunder if such delay or default is caused by conditions beyond its control including,
but not limited to Acts of God, Government restrictions (including the denial or cancellation of any export or
other necessary license), wars, server, software, or network failures, insurrections failure of suppliers
and/or subcontractors and/or any other cause beyond the reasonable control of the party whose
performance is affected. As a condition to the claim of nonliability, the party experiencing the difficulty shall
give the other prompt written notice, with full details following the occurrence of the cause relied upon.
Dates by which performance obligations are scheduled to be met will be extended for a period of time equal
to the time lost due to any delay so caused.
6. DISTROPHONIX OBLIGATIONS TO THE RIGHTS HOLDER
6.1. DISTROPHONIX shall pay the RIGHTS HOLDER 80% of all money that it receives from the sales,
streams, downloads and/or burns of the RIGHT HOLDERS digital masters.
6.2. DISTROPHONIX shall provide the RIGHTS HOLDER with a statement proving how much the
RIGHTS HOLDERS digital masters have made from streams, burns, and downloads and other digital
6.3. DISTROPHONIX shall pay the RIGHTS HOLDER quarterly for royalties that DISTROPHONIX
receives during that quarter. Payments shall be made following the standard fiscal calendar. If RIGHTS
HOLDER’s sales are over $1,000 in said month, the payment shall be made at the end of the month which
DISTROPHONIX receives payments from digital retail stores.
6.4. DISTROPHONIX shall only pay the RIGHTS HOLDER if the amount of the percentage of profits is
greater than or equal to $10.00. If the RIGHTS HOLDER percentage of profits is less than $10.00 it shall
be held over and paid at the next payment period after the amount of money owed to the RIGHTS
HOLDER is greater than or equal to $10.00.
6.5. If for any reason this agreement is voided DISTROPHONIX shall pay the RIGHTS HOLDER for their
percentage of the profits up until the date that the agreement is voided and DISTROPHONIX no longer has
the right to distribute the RIGHTS HOLDERS digital masters.