EN DKVR PRO 25
Thank you for your interest in the services of DISKOVER CO. The following is an early summary of our agreement:
DISKOVER CO. offers the following services: (i) digital distribution of music content (ii) management of collection of related producer rights in the various collecting societies in the world of which you are not a member; (iii) synchronizations for the use of music recordings in the field of advertising, film, television or internet, etc.; (iv) management of music content on the YouTube platform.
These services are detailed in its first clause.
With the execution of this agreement, DISKOVER CO. will become the exclusive digital distributor of your musical recordings and will also be able to manage and collect your related rights as producers. This means that, during the term of this contract, as this is an exclusive agreement, you may not enter into other contracts with other persons or companies with the same object as this one. DISKOVER CO. for its part undertakes to provide the necessary means to market the recordings digitally in an efficient manner.
Again, you will find more detail on this point in the first clause.
On the one hand,
Mr. JONATHAN ANDRÉS GONZÁLEZ ORDÓÑEZ acting in the present act in the name and on behalf of the company DISKOVER ENTERTAINMENT, S.L.U., in his capacity as sole administrator of the same, with CIF no. B-06889224, and registered office located at C/ Luís I, 86, 1ª planta de Madrid. Hereinafter referred to as "DISKOVER CO.".
On the other hand,
Mr./Ms. , with ID/DNI/PASSPORT number , and with address at , , acting in his/her own name and on his/her own behalf. Hereinafter, the "LICENSEE".
DISKOVER CO. is a company dedicated to the distribution and commercialization in digital media of musical recordings, audiovisual recordings and material associated with all of them, as well as the management of the related rights of the producer of the recordings.
That LICENSEE is the owner of the rights that allow it to commercialize musical and audiovisual recordings and material associated with both, hereinafter referred to as "THE CONTENTS".
That it is in our mutual interest that DISKOVER CO. carries out the exclusive digital marketing of THE CONTENTS.
Therefore, the parties agree to enter into this agreement for digital distribution of music content, which shall be governed by the following terms and conditions
FIRST - OBJECTIVE1. Exclusive distribution
2. Collection of related producer's royalties
4. YouTube Content ID
5. Other services
DISKOVER CO. will deliver THE CONTENT to online metadata and tune identiﬁcation services (e.g. Shazam, BMAT or Gracenote) so that they can work with the same on their platforms.
DISKOVER CO. undertakes to make its best efforts to position THE CONTENT on the various digital platforms, it being necessary for this purpose that the LICENSEE complies with the deadlines specified in this contract with respect to the delivery of THE CONTENT and that the CONTENT has sufficient commercial relevance to enable marketing actions proportionate to such relevance.
SECOND - DELIVERY OF CONTENTS
2.1. Once this contract is signed (i) the LICENSEE will receive the respective credentials that will give him/her access to the DISKOVER CO. BACK OFFICE platform; (ii) he/she will be introduced to the contact person who will work with him/her, who will be his/her reference in case of any doubt or query (label manager); and (iii) he/she will be given the welcome letter, which informs and details how the products are created in our platform.
2.2. LICENSEE shall upload THE CONTENT and all files and metadata pertaining thereto to DISKOVER CO.'s online systems in accordance with the instructions detailed in APPENDIX I, within fifteen (15) calendar days from the ﬁrm of this agreement.
2.3. LICENSEE shall upload to DISKOVER CO. BACK OFFICE each release or new product sufficiently in advance to be able to work correctly and within the deadlines established by the digital services in APPENDIX I. The recommended deadlines for proper management of THE CONTENTS are as follows:
2.4. If the digital product is not completely finished, due to LICENSEE's failure to meet these deadlines, or due to formatting or other changes made by LICENSEE outside the established deadlines, DISKOVER CO. shall not be liable for any delays in relation to the scheduled date of the launch of the CONTENT or for any failure to communicate with the various digital platforms in relation to the marketing actions of the launch.
THIRD - TERRITORY
3.1. The effects of this contract extend to the territory of the entire universe.
FOURTH.- CONDITIONS OF DISTRIBUTION
4.1. THE CONTENT will be marketed through the services, products, media, channels and formats detailed in ANNEX I, the provisions of which are subject to technological and industry developments. From
Thus, all channels and means of marketing that are adopted shall be incorporated into the distribution, provided that it is a viable and suitable digital marketing in the opinion of DISKOVER CO. In certain forms of marketing, the remuneration may not come from the end user of the CONTENT, but from advertisers, sponsors or other third parties, depending on the exact number or pro rata on the total number of accesses, clicks (pay per click) or any other variable.
4.2. DISKOVER CO. may receive advances from digital commerce companies for future marketing of its repertoire. In such cases, DISKOVER CO. shall pay LICENSEE the amount due to DISKOVER CO. in respect of the marketing of the CONTENTS as and when such marketing actually takes place.
4.3. DISKOVER CO. or the third party designated by it shall determine the priority to be given to each of THE CONTENTS when marketing them and the manner of their marketing, always within the limits of this agreement. THE CONTENTS may be installed in the databases and platforms of such third parties, so that they can be accessed or downloaded directly.
4.4. DISKOVER CO. or the operator carrying out the marketing directly shall determine the form and amount of the remuneration for the products and services offered from THE CONTENTS. Notwithstanding the foregoing, DISKOVER CO. shall provide LICENSEE with such information to which it has access as may be necessary for LICENSEE to determine at its own discretion the approximate retail price level for those music services that operate on a tiered pricing basis.
4.5. In digital environments (web pages and applications, "cloud" systems, interactive television platforms, etc.) from which THE CONTENTS are offered, DISKOVER CO. and/or third parties designated by it, may market THE CONTENTS "packaged" with other third party content, include advertising and establish hyperlinks to third party sites, or allow third parties to establish hyperlinks to the sites where the marketing of THE CONTENTS is carried out. THE CONTENTS may be included in on-line digital networks, intranet or internet, social networks, as well as in databases of any nature.
4.6. The different authorized media and channels may be compatible, combined, interchanged and complemented with each other, in order to operate in the same indistinctly and in the form of dual service (dual delivery) or others.
4.7. DISKOVER CO. or third parties authorized by it for digital distribution may include in the marketing of the CONTENTS the trademarks or any other industrial property sign of its ownership.
4.8. DISKOVER CO. shall digitally distribute THE CONTENTS by itself or by third parties of its choice and may subcontract with them the performance of ancillary activities such as coding or encryption of THE CONTENTS, hosting in networks of the supporting applications, transmissions, analysis of the information, provision of collection services, etc.
4.9. For the promotion of THE CONTENTS, audio (audioclips) or video pieces may be made from THE CONTENTS and in accordance with the uses of the sector. Likewise, different elements (photographs, designs, illustrations, etc.) may be used as long as the corresponding exploitation licenses of said rights have been obtained from their respective owners.
4.10. In the event of unauthorized commercialization by third parties in violation of the exclusivity granted herein in favor of DISKOVER CO., DISKOVER CO. is authorized to approach the third party in order to require him to legalize his situation by paying remuneration for the use of the CONTENTS that he is making improperly or the immediate cessation of such use. DISKOVER CO. shall not be liable for the improper use or for the result of such action. LICENSEE shall cooperate with DISKOVER CO. in the prosecution of any infringement of its exclusive digital distribution rights, providing or preparing, if necessary, the appropriate documentation to prove DISKOVER CO. rights and any other information required for an effective distribution.
4.11. DISKOVER CO. may report, in advance of the release date, the CONTENTS to the Anti-Piracy Department of the International Federation of the Phonographic Industry (IFPI) provided that the LICENSEE has assigned the management of its related rights to DISKOVER CO. and is not a member in good standing of this entity. DISKOVER CO. shall in no event be liable for the improper use of THE CONTENTS by third parties or the result of the IFPI Anti-Piracy Department's handling of them.
4.12. DISKOVER CO. may unilaterally decide, with prior notice to LICENSEE, not to distribute or cease to market THE CONTENT, as well as not to collect the related rights generated by the use thereof, when it considers that they may violate any intellectual and/or industrial property rights, rules for the protection of minors, right to honor or privacy or do not conform to the speciﬁcations, rules and policies of DISKOVER CO. services and/or of the digital platforms with which it works. Likewise, DISKOVER CO. may, at its discretion, not distribute or cease to market content that may in its judgment be rejected by the platforms, such as for example those contents included in APPENDIX II of this contract.
4.13. DISKOVER CO. may modify the metadata to correct errors or to add any classiﬁcation and search information. However, DISKOVER CO. shall not be liable for any errors or omissions in the CONTENT, particularly in the metadata, incurred by LICENSEE in using DISKOVER CO. BACK OFFICE or the digital platforms and services in its marketing.
4.14. DISKOVER CO. shall make THE CONTENTS available on the various platforms with which it works and shall use its best efforts to ensure that the metadata is displayed correctly on such platforms. However, it shall not be responsible for the ﬁnal result with respect to the display of the metadata on the same.
4.15. DISKOVER CO. shall not be responsible for obtaining and paying for the licenses granted by intellectual property rights collective management entities, with the exception of territories where the payment of licenses through such entities is not mandatory (e.g. Mexico or the United States of America), as it shall be the responsibility of the digital platform that carries out the making available or public communication. In such cases, the corresponding amounts paid by the digital platform shall be included by DISKOVER CO. in the latter's settlements to LICENSOR and LICENSOR shall be responsible for making the corresponding settlements to the rights holders.
4.16. LICENSEE may provide DISKOVER CO. with such data as both parties deem relevant for the analysis of trends in music usage and revenue on the various marketing platforms and social platforms (e.g. Spotify Fan Insights or Facebook Analytics) DISKOVER CO. will respect the conﬁdentiality of such information.
FIFTH.- LOGISTICS AND DIGITAL STORAGE OF CONTENTS
5.1. The logistics, management and digital storage of content and metadata marketed by DISKOVER CO. shall be carried out by DISKOVER CO. BACK OFFICE, and/or subcontracted services and technologies. DISKOVER CO. shall be solely responsible for payment of all such services, which include, but are not limited to, storage, file processing costs, personalization, annual database maintenance, software licenses and technological processes and developments.
SIXTH.- LICENSOR'S WARRANTIES
6.1. LICENSEE warrants to DISKOVER CO. that it is the owner or has the corresponding licenses from the owners of the phonograms, audiovisual recordings, illustrations, photographs, designs, trademarks and other elements protected by intellectual, industrial or image property rights included in THE CONTENTS, which are necessary to enter into this agreement. By virtue thereof, DISKOVER CO. LICENSEE is hereby authorized by LICENSEE to use the name, both personal and artistic, of the artists, producers, authors and other participants in THE CONTENTS, and their photographs and images represented by any plastic means, data about their life, etc., as well as their trademarks and those used or owned by them, all exclusively for the edition, promotion and exploitation of THE CONTENTS in compliance with the rights granted herein.
6.2. LICENSEE further warrants to DISKOVER CO. that no third party has previously acquired Any right over THE CONTENTS that may hinder the exercise of the rights provided by this contract.
6.3. By warranting that DISKOVER CO. is not prevented from exercising its rights under this agreement, LICENSEE shall indemnify DISKOVER CO. against any claims that may be made against it by other persons or companies in connection with or arising out of the exercise of the services or rights provided for herein. This indemnity shall include indemnities, costs and expenses of proceedings and provisional enforcement of judgments, if any. Accordingly, LICENSEE shall indemnify DISKOVER CO. against any damages it may suffer as a result of such claims.
6.4. All warranties assumed by LICENSOR under this Agreement shall remain in full force and effect and enforceable beyond the term of this Agreement, until such time as each right, action or claim triggering the eﬁciency of the warranty is barred.
SEVENTH.- OBLIGATIONS OF THE LICENSOR
LICENSEE also assumes the following obligations:
7.1. Not to commercially exploit THE CONTENTS itself by digital means, nor to authorize any third party to do so, as this would contravene the exclusivity granted herein to DISKOVER CO. for worldwide digital distribution.
7.2. LICENSEE shall take the necessary measures to protect and defend its intellectual property rights in the CONTENTS, and shall therefore diligently take all necessary actions against the appropriate parties. The LICENSEE's legal standing for such defense shall not prevent DISKOVER CO., in accordance with the provisions of clause 4.10, from also initiating as exclusive licensee the legal actions it deems appropriate to defend its rights under this agreement against infringements by other persons or companies.
7.3. LICENSEE shall have forty-eight (48) hours to respond to DISKOVER CO.'s notifications of possible infringement of intellectual property rights, trademarks or image rights of third parties. DISKOVER CO. reserves the right to discontinue the marketing of the CONTENTS if it does not receive a response within the indicated term or if it deems the response to be unsatisfactory.
EIGHTH.- REMUNERATION, SETTLEMENT AND PAYMENT
8.1. For all services, licenses and assignments referred to in this agreement, DISKOVER CO. shall remunerate LICENSOR at the percentage detailed below. This percentage shall be applied to the total income (excluding VAT) collected by DISKOVER CO. in the commercialization of THE CONTENT and in the management of its related rights. In detail:
8.2. In addition to the above, an escalated remuneration is offered in favor of the LICENSEE that is governed by the turnover volume achieved during the calendar year. The percentage will be recalculated and the new percentage will be applicable as of the month following the month in which the corresponding turnover level is reached:Gross Annual Turnover excluding VAT LICENSEEUp to 50.000€ 75%Between 50.000€ and 100.000€. 77%More than 100.000€ 80%
8.3. LICENSEE's remuneration for these items shall be included in his settlements through his personal account in the DISKOVER CO. BACK OFFICE.
8.4. Reports and payments from digital platforms will be included in the DISKOVER CO. BACK OFFICE, within 15 days of receipt by DISKOVER CO. These analyses and payments are received 60-90 days after the release month, example: Release Date: January / Revenue Reports: February / Payments: March-April.
8.5. DISKOVER CO. shall manage its international ﬁscality and comply with the ﬁscal obligations inherent to its role as distributor/licensee of online creative content globally. DISKOVER CO. shall deduct from the settlements in favor of LICENSEE the withholding ﬁscals made by each country under the various applicable international conventions. LICENSEE assumes no other ﬁscal obligations under this agreement other than those inherent in its business relationship with DISKOVER CO.
8.6. The settlements shall refer to each calendar month, shall be reﬂejarán through the online platform DISKOVER CO. BACK OFFICE online platform within fifteen (15) calendar days following the end of the month being settled and shall include the amounts included in the third party settlements for the commercialization of THE CONTENTS received by DISKOVER CO. during the month being settled. Where applicable, the settlements and payments to LICENSEE shall include both the non-payments, discounts and corrections made by third parties in the settlements to DISKOVER CO. for the marketing of THE CONTENTS, as well as the discounts required in anticipation of such adjustments.
8.7. The payment of related producer rights is subject to the settlement and payment terms of the various collecting societies, which may be bimonthly, quarterly, semiannual or annual and may include retroactive payments, not spread over past periods. DISKOVER CO. shall proceed as indicated in the preceding paragraph, once it receives the corresponding payments.
8.8. LICENSEE shall issue an invoice (including VAT) for the amount invoiced and submit it to DISKOVER CO., who shall pay it within 15 days of receipt of the invoice, less any applicable taxes, levies or withholding taxes.
8.9. LICENSEE shall have a period of two (2) months to contest the settlements, starting from the receipt of each one of them. In this case, LICENSEE shall notify DISKOVER CO. in writing, stating in detail the disputed values, the grounds for the dispute and attaching the relevant information or documentation in support of the claim. DISKOVER CO. shall respond to the objection within one month after the objection has been made.
8.10. No payments shall be made to the LICENSEE for amounts lower than 50.00 EUROS (FIFTY EUROS), which shall accrue in favor of the LICENSEE until this minimum is reached or which shall be paid at the express request of the LICENSEE. In case of a deﬁnitive cancellation, this income shall be settled in any case to the LICENSEE.
NINTH - EDITING OF CONTENTS
9.- DISKOVER CO. does not edit THE CONTENT, the LICENSOR will be responsible for its registration and management. Being able to assign DISKOVER as its publisher in alternate specific contracts to it.
TENTH - VALIDITY10.1. The contract shall have a term of one (1) year from its ﬁrm. If LICENSEE delays in entering THE CONTENTS into DISKOVER CO. BACK OFFICE for a period of more than six (6) months from the ﬁrm of this agreement, DISKOVER CO. may extend this agreement for a duration equivalent to the corresponding delay, for which purpose it shall be sufficient to notify LICENSEE of such extension and of the subsequent termination date of the agreement.
10.2. At the end of the agreed term, the contract shall be extended, without the need for any notice or formality, for successive periods of six (6) months, calculated from date to date, unless either party reliably informs the other party of its will to the contrary at least two (2) months prior to the termination of the contract or its extensions, in accordance with the provisions of the following clause.
10.3. Upon termination of this agreement, DISKOVER CO. will send a request to unsubscribe from THE CONTENTS to the platforms and digital services to which they have been sent and, if necessary, will send a second reminder notification. Although DISKOVER CO. will make every effort to ensure that the cancellation is effective as soon as possible, in no event shall DISKOVER CO. be liable for the actions or omissions of the platforms following the cancellation notification. Once the deﬁnitive cancellation has been processed, access to DISKOVER CO. BACK OFFICE within ninety (90) calendar days following the processing of the cancellation.
10.4. The revenues that may occur from the notification until the effectiveness of the deﬁnitive termination shall be settled to LICENSEE in accordance with this contract.
Notwithstanding the duration of this agreement as described above, the exclusive relationship of LICENSEE with DISKOVER CO. LICENSEE's exclusive relationship with DISKOVER CO. under this agreement and in relation to THE CONTENTS shall commence upon the execution of this agreement and shall continue uninterruptedly until twenty-four (24) months have elapsed since the distribution of the last work committed to under this agreement.
ELEVENTH - TERMINATION OF THE CONTRACT
This contract shall terminate in the following cases:
11.1. By mutual agreement of the parties.
11.2. At the request of DISKOVER CO. or LICENSEE based on a serious breach of the obligations set forth herein. In such a case, and provided that the breach can be remedied, the other party shall be notified in writing and, if it is not remedied within sixty (60) days from the date of the notification, the party injured by the breach may terminate the agreement.
11.3. At the request of DISKOVER CO. and without giving cause, the contract may be terminated by DISKOVER CO. with at least thirty (30) days' written notice.
11.4. For any others established in the Laws.
TWELFTH - AUDIT
12.1. LICENSEE may check DISKOVER CO.'s accounting for income derived from THE CONTENTS through DISKOVER CO. BACK OFFICE.
12.2. In addition, during the term of this agreement, LICENSEE may, at its own expense, through a licensed professional and upon thirty (30) business days' notice, inspect DISKOVER CO.'s books at DISKOVER CO.'s offices during business hours, provided that such audit is limited to information speciﬁcally related to the distribution of THE CONTENTS. Such audit shall not interfere with or otherwise unreasonably impede DISKOVER CO.'s business. Only one audit may be conducted in any twelve (12) month period and only one audit may be conducted on any one item or transaction.
13.1. The terms and conditions of this contract, as well as the information, documentation and other materials exchanged between the parties, are confidential. Therefore, they may not be communicated or provided to third parties in any way, except in cases strictly necessary for the unavoidable fulfillment of the contract, or as required by the necessary advice or technical service provided by reason of this contract; and provided that, in the latter cases, the persons involved in the provision of such services are subject to the duty of confidentiality. All this except in cases of judicial or administrative ﬁrm order, in which case the parties are mutually obliged to communicate such circumstance.
LICENSEE grants DISKOVER CO., for a period of two (2) years as from the termination of this Agreement or any of its extensions, a right of first refusal and, if applicable, a right of withdrawal, with respect to future agreements similar to this Agreement that LICENSEE intends to enter into with any third party after the termination of this Agreement. In order for DISKOVER CO. to exercise such rights, LICENSEE shall notify DISKOVER CO. by reliable means of the person, price and conditions under which it intends to enter into the new contract. DISKOVER CO. LICENSEE may exercise its right of first refusal for a period of one month from the date of such notice, after which time DISKOVER CO. LICENSEE shall be free to contract with such third party.
DISKOVER CO. DISKOVER CO. shall have a right of withdrawal in the event that the agreement entered into by LICENSEE with the third party is made in breach of the notice set forth in the preceding paragraph or with a different person, for a different price or under different conditions than those notified. This right may be exercised by DISKOVER CO. During a period of one month from the date on which it becomes aware of the aforementioned breach or of such differences in the person, price and/or conditions.
FIFTEENTH.- APPLICABLE LAW AND JURISDICTION
14.1. This contract shall be governed by the provisions of the Spanish legislation in force.
14.2. For any questions that may arise in relation to the interpretation or fulfillment of this contract, the parties understand that the natural channel of solution is that of direct conversations and negotiations in good faith. However, in case of disagreement, our differences will be resolved by the judges and courts of the city of Madrid, expressly waiving any other jurisdiction that may correspond to us.
And to evidence our agreement to all of the foregoing, we the parties ﬁrm this contract, at the place and on the date indicated in the ﬁrm.
a. Main products and forms of commercialization (extensible to new formats and business models)
b. Format of delivery of the contents to DISKOVER CO.
COVERS DIGITAL PRODUCTSFile type: .jpg minimum 3000px by 3000px, 300 dpi, RGB colorDelivery method: Digital platform DISKOVER CO. BACK OFFICE
MASTER'S DEGREE IN DIGITAL SCRAPBOOKINGFile type: .wav, .ﬂacMastering type: 16-bit (44.1kHz) / 24-bit (44.1, 48, 88.2, 96, or 192kHz) Delivery method: Digital platform DISKOVER CO. BACK OFFICE
VIDEO CLIP MASTERFile type:(.mov) ProRes 422 (HQ) or ProRes 4444 compression (.mp4) H.264 compression.Production: Software processing (Compressor)Delivery method: Digital platform DISKOVER CO. BACK OFFICE
MASTER VIDEO LONG FORM (COMPLETE CONCERTS)File type: (.mov) ProRes 422 (HQ) or ProRes 4444 compressionConsult DISKOVER CO.: iTunes-certified studios Delivery method: To be determined by DISKOVER CO.
METADATA:According to speciﬁcations of digital product creation on the online platform of DISKOVER CO. BACK OFFICE.
c. Content delivery channel to DISKOVER CO.DISKOVER CO. will provide LICENSEE with online access to the DISKOVER CO. BACK OFFICE system and the necessary training and explanations to create and upload all the digital products to be commercialized.The technical speciﬁcations expressed by DISKOVER CO. in the DISKOVER CO. BACK OFFICE are mandatory and will be periodically updated according to the requests of the digital services.The deﬁnitions in this ANNEX are subject to changes due to technological progress.
In order to comply with the operating rules of the various platforms with which it works, DISKOVER CO. may, at its discretion, not distribute or cease to market certain content.By way of example, we highlight the following:
Mr. JONATHAN ANDRÉS GONZÁLEZ ORDÓÑEZ acting in the present act in the name and on behalf of the company DISKOVER ENTERTAINMENT, S.L.U., in his capacity as sole administrator of the same, with CIF no.B-06889224, and registered office located at C/ Luís I, 86, 1ª planta de Madrid. Hereinafter referred to as "DISKOVER CO.".
The parties mutually recognize, in the condition in which they intervene, sufficient capacity to act for the execution and formalization of this ANNEX.
I.-That on the the parties entered into the CONTENT DISTRIBUTION AGREEMENT OF MUSIC, hereinafter referred to as THE CONTRACT.
II.- That it is in the interest of the parties to supplement THE AGREEMENT entered into at the time with the following
FIRST - PUBLIC COMMUNICATION AND PRIVATE COPYING
The LICENSEE grants DISKOVER CO. the exclusive right of public communication and reproduction for such public communication, as well as the fair compensation for private copying, for the territory of Spain, and authorizes DISKOVER CO. to collect them through AGEDI.
LICENSEE's remunerations for these concepts shall be included in the settlements in its favor in the same way as if it were a digital platform or service. The speciﬁc distribution between the parties of these revenues is set forth in the body of this agreement.
SECOND - DISTRIBUTION, PROMOTION AND MARKETING
DISKOVER CO. shall exclusively carry out the distribution, promotion and marketing activities for the entire Spanish territory in relation to LICENSEE'S CONTENTS.
As part of this activity, DISKOVER CO. will include the LICENSEE's releases on RITMONET, the digital system for distributing promotional music and video content to radio and television stations in Promusicae.
Thus agreed, in Madrid, at
These are the approximate costs available in October 2022. This information is subject to update
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Signed by Jhonatan González
Signed On: 21/06/2023
If you have questions about the contents of this document, you can email the document owner.
Document Name: EN DKVR PRO 25
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