DIGITAL DISTRIBUTION AGREEMENT
1710 MEDIA, located at 11, Adio Street, New Garage, Gbagada, Lagos, Nigeria (“1710 Media”).
1710 Media provides to digital distribution service made in cooperation with a number of third party Service-Providers, sales platforms in order to distribute and offer the catalogue (music tracks and video clips) for sale via downloads, streams, subscription services, etc. through any possible digital distribution channels of third parties (e.g. iTunes, Apple Music, Boomplay Music, Tiktok, Spotify, Deezer, Napster, Google Play, VEVO, Amazon, etc.) including the advertised stream channels (such as e.g. Spotify-Freemium, Deezer-Freemium, Youtube, etc.).
Content Owner will supply 1710 Media with its music repertoire available at the following terms with respect to offer such repertoire online in order to sell the repertoire as downloads/streams via sales platforms and digital distributors in order to exploit the repertoire as ringtones and/or downloads, streams via mobile phones and mobile special services. Content Owner owns beside the exploitation rights for records further exploitation rights with respect to online and ringtone use and concluded respective agreements with artists, producers and licensors enabling the Content Owner to offer the aforementioned exploitation rights at online shops, at the digital distribution platforms of third parties and via mobile special services for sale to the end consumer.
- Assignment of Rights
Content Owner assigns to 1710 Media the exclusive, worldwide and assignable right to offer its music and video recordings for sales purposes by downloads and streams made through the end consumer on the internet in online shops and in third party sales platforms as well as saving the necessary data in databases and making such data available for download. Content Owner also assigns exclusively the right to use the musical and (if available) audiovisual recordings and/or the project names/artist names, titles of the works embodied in the recordings via mobile phone systems (e.g. with respect to ringtones, SMS, mobile special services) through downloads and streams as well as the rights of synchronization and adaptation with respect to the aforementioned exploitation.
With respect to supplying the digital music service and administration 1710 Media uses third party service providers handling the digital distribution through own sales and stream platforms as well as the exploitation of the recordings via advertised stream platforms and accounting in relation to the end consumer.
Content Owner warrants and represents that it is the owner of any rights granted hereunder; that it possesses the full right, power and authority to enter into and to perform this agreement and that the rights granted will not infringe the rights of any third party. Content Owner further warrants, represents and agrees that it will indemnify and hold harmless 1710 Media and its licensees of and from any and all obligations to any costs, expenses or disbursements with respect to any suits, actions, proceedings or claims arising from any breach of the aforementioned warranties. In the event of reasonable and justified third party claims 1710 Media shall have the right to withhold any amounts to be accounted hereunder and 1710 Media shall furthermore have the right to deduct any payments to third parties from any accounting statements hereunder.
The Term of this Agreement commences on the Effective Date and will last for a period of two calendar years. The Term shall then extend automatically for a further period of one calendar year each unless one party terminates the Agreement within a period of three months prior to the end of the Term, i.e. the written notice has to be submitted 3 months prior to the relevant end of the Term.
Content Owner shall receive from 1710 Media for each music track sold via its own or third sales platforms/digital distributors and for all music tracks sold and accounted to 1710 Media 80% of any and all net income accounted and paid to 1710 Media by third party service provider’s or other third parties. The Content Owner receiving the above-mentioned fee from 1710 Media is responsible for the accounting and payment of the royalties due to its licensors, i.e. artists, producers and other licensors depending on its agreements in respect of the online exploitation of the music recordings.
- Accounting / Statements
The accounting statements and sales reports as well as the payment of Content Owner shall be made each calendar quarter year within 30 days following the end of each calendar quarter year. Due to administrative reasons statements shall not be generated if the net income does not reach an amount of #5000 (Five Thousand Naira), The amount of the income less than Five Thousand Naira shall be carried forward into the next accounting period until this amount will be exceeded.
Content Owner shall have the right to have the books and records of 1710 Media audited by a certified public accountant upon reasonable notice no more than once per year during and /or after the Term. If an undisputed discrepancy is found upon such audit being made of more than 10% (ten per cent) of the discrepancy found for the period audited, then 1710 Media shall pay the reasonable costs of such audit (except cost of hotel and travel), provided such discrepancy exceeds an amount of 2Million naira.
Payment Schedule: Q1: May 10-20 / Q2: Aug 10-20 / Q3: Nov 10-20 / Q4: Feb 1-7
Quarter Schedule: Q1-Jan-Mar / Q2-Apr-Jun / Q3-Jul-Sept / Q4-Oct-Dec.
(A) Content Owner shall provide 1710 Media with the complete metadata being necessary with respect to the digital exploitation of each track of the repertoire via a web-based data access. The audio/video files shall be delivered by Content Owner to 1710 Media as WAV files and shall be transferred to 1710 Media by Content Owner via means provided by 1710 Media
(B) 1710 Media will provide the Content Owner with access to the sales figures of its repertoire, as soon as 1710 Media receives the respective data and information of sales figures from the service providers, platforms and any other third parties licensing the repertoire from 1710 Media. With regard to the streaming business 1710 Media will provide the Content Owner with trend figures and substantial statistics and analytics as soon as such data will be provided by the respective stream platforms to 1710 Media.
(C) 1710 Media may, at its election, assign this Agreement to any parent, subsidiary or affiliate or to any Person who acquires all or a substantial portion of 1710 Media’s stock or assets, and this Agreement may be so assigned by such assignee. This Agreement may not be modified except in writing signed by both parties. Illegality or unenforceability of any portion or part of this Agreement shall not affect the legality or enforceability of the entire Agreement. The parties agree to substitute in good faith any illegal or enforceable portions or parts hereof by valid provisions of the same or similar content. The Agreement shall be governed by the Laws of Nigeria; the parties’ consent to the exercise of jurisdiction over it by the courts of the City of Lagos, Nigeria.