BY UPLOADING YOUR MASTERS OF THE RECORDING(S) ( “THE RECORDING(S)”) TO THE CRUX GLOBAL DISTRIBUTION PLATFORM YOU ARE ACKNOWLEDGING THAT YOU OWN OR CONTROL THE COPYRIGHT AND ALL OTHER RIGHTS IN AND TO YOUR RECORDING(S) AND AGREE TO THE FOLLOWING TERMS AND CONDITIONS.
RIGHTS GRANTED
YOU HEREBY GRANT CRUX GLOBAL DISTRIBUTION (THE “DISTRIBUTOR”) THE WORLDWIDE (THE “TERRITORY”) EXCLUSIVE RIGHTS TO: I) SELL, COPY, DISTRIBUTE, PERFORM, SUBLICENSE, MONETIZE AND OTHERWISE EXPLOIT THE RECORDING(S) VIA ANY AND ALL FORMS OF SUCH DISTRIBUTION, INCLUDING DIRECT TO RETAILERS, DIGITAL SERVICE PROVIDERS, DIRECT TO CONSUMERS, AND TO OTHERS OF ANY DESCRIPTION THAT EXPLOIT SOUND OR AUDIOVISUAL RECORDING(S) BY ANY AND ALL NON-PHYSICAL MEANS AND MEDIA (WHETHER NOW KNOWN OR EXISTING IN THE FUTURE) AS SELECTED BY THE DISTRIBUTOR IN ITS DISCRETION (“OUTLETS”), INCLUDING AS EMBODIED IN SO-CALLED “USER-GENERATED CONTENT” AND “ART TRACKS” (SUCH AS VIA YOUTUBE).RECORDING(S) AS YOUR EXCLUSIVE COPYRIGHT OWNER AGENT, LICENSEE AND REPRESENTATIVE, REGISTER THE RECORDING(S) WITH AND COLLECT INCOME FROM THE RECORDING(S) FROM ALL APPLICABLE COLLECTIVE RIGHTS OR LICENSING ORGANIZATIONS AND SOUND RECORDING COLLECTION SOCIETIES, SUCH AS SOUND EXCHANGE, PPL AND OTHERS THROUGHOUT THE TERRITORY (“SOCIETIES”), INCLUDING FOR PERFORMANCE, BROADCASTING, NEIGHBORING RIGHTS, AND SYNCHRONIZATION AND DUBBING RIGHTS, TO THE EXTENT ADMINISTERED BY SOCIETIES OR AS OTHERWISE AUTHORIZED BY STATUTE, INDUSTRY AGREEMENT OR OTHERWISE. AUTHORIZE SOCIETIES TO LICENSE THE RECORDING(S) FOR PUBLIC PERFORMANCE, BROADCASTING, RE-USE, RETRANSMISSION, SYNCHRONIZATION, DUBBING AND MAKING AVAILABLE TO THE PUBLIC SUCH RECORDING(S); IV) TO PROCURE SYNCHRONISATION LICENCES SUBJECT TO YOUR APPROVAL AND THE ROYALTY AND ACCOUNTING PROVISIONS SET FORTH HEREIN.
YOU HEREBY GRANT THE DISTRIBUTOR ALL NECESSARY CONSENTS REQUIRED BY LAW IN ORDER TO EXPLOIT THE RECORDING(S) AND ASSOCIATED ARTWORK ACCORDING TO THE AGREED RIGHTS HEREIN, FOR THE AVOIDANCE OF DOUBT ALL PUBLISHING RIGHTS ARE TO BE RETAINED BY THE ORIGINAL SONGWRITERS AND PUBLISHERS.
YOU HEREBY GRANT THE DISTRIBUTOR THE NON-EXCLUSIVE RIGHT AND LICENCE TO USE YOUR ARTIST'S NAME, IMAGE, LIKENESS, PHOTOGRAPHS, BIOGRAPHICAL MATERIAL RELATING TO YOU AND ALBUM/SINGLE AND PRODUCTION ARTWORK, VIDEO STILLS AND THUMBNAIL IN CONNECTION WITH THE EXPLOITATION OF YOUR RECORDING(S).
TERM: THE TERM OF THIS AGREEMENT SHALL BE FOR AN INITIAL PERIOD OF 2 YEARS FROM THE DATE OF FIRST COMMERCIAL RELEASE OF THE RECORDING(S) (AS APPLICABLE TO EACH RESPECTIVE RECORDING) IN THE TERRITORY AND FOLLOWING THE EXPIRY OF SUCH FIXED PERIOD WILL AUTOMATICALLY CONTINUE FOR CONSECUTIVE RENEWAL TERMS OF 30 DAY PERIODS UNTIL YOU GIVE US NOTICE OF YOUR DESIRE TO TERMINATE THE TERM OR THE RECORDING(S) HAS BEEN REMOVED OR BY CRUX GLOBAL DISTRIBUTION FROM THE PLATFORM (AT THEIR SOLE DISCRETION).
ROYALTY AND ACCOUNTING
DISTRIBUTOR SHALL OPERATE ONE ACCOUNT WITH RESPECT TO ARTIST’S RECORDING(S) AND ALL COSTS AND EXPENSES, INCURRED BY DISTRIBUTOR HEREUNDER. YOU SHALL EACH RECEIVE 100% OF ALL GROSS RECEIPTS ACTUALLY RECEIVED BY DISTRIBUTOR (LESS VAT OR SIMILAR SALES TAXES RECEIVED, AND ALL TAXES REQUIRED TO BE APPLIED OR WITHHELD) WITH RESPECT TO THE EXPLOITATION OF THE RECORDING(S).AS USED HEREIN, “GROSS RECEIPTS” MEANS GROSS RECEIPTS SPECIFICALLY DIRECTLY AND IDENTIFIABLY ATTRIBUTABLE TO THE EXPLOITATION OF YOUR RECORDING(S) HEREUNDER LESS EXPENSES. GROSS RECEIPTS SHALL EXCLUDE ANY SO-CALLED “LABEL’S SHARE” OF PUBLIC PERFORMANCE INCOME AND NEIGHBOURING RIGHTS INCOME (WHICH DISTRIBUTOR SHALL BE ENTITLED TO RETAIN FOR ITS OWN, SOLE ACCOUNT) AND THE SO-CALLED “PERFORMER’S SHARE” OF PUBLIC PERFORMANCE INCOME (WHICH YOU SHALL BE ENTITLED TO RETAIN FOR THEIR OWN SOLE ACCOUNT). “EXPENSES” MEANS ALL BONA FIDE THIRD-PARTY EXPENSES INCURRED BY DISTRIBUTOR HEREUNDER WHICH DISTRIBUTOR SHALL BE REIMBURSED BY DEDUCTION ‘OFF THE TOP’ IN THE CALCULATION OF NET REVENUE. DISTRIBUTOR WILL ACCOUNT THE NET REVENUE POSITION WITHIN NINETY (90) DAYS OF 30 JUNE AND 31 DECEMBER. ALL SUMS PAYABLE HEREUNDER SHALL BE SUBJECT TO THE DEDUCTION OR WITHHOLDING OF ALL TAXES REQUIRED TO BE DEDUCTED OR WITHHELD UNDER THE LAWS OF ANY COUNTRY OR TERRITORY AND TO THE EXCHANGE CONTROL REGULATIONS OF ANY COUNTRY OR TERRITORY FROM WHICH THOSE PAYMENTS EMANATE.
YOU HAVE THE RIGHT TO AUDIT DISTRIBUTOR’S BOOKS AND RECORDS TO VERIFY THE ACCURACY OF PAYMENTS, BUT ONLY ONCE WITH RESPECT TO ANY PARTICULAR PAYMENT. AUDITS ARE PERMITTED ONCE PER YEAR DURING DISTRIBUTOR’S NORMAL BUSINESS HOURS, ON AT LEAST THIRTY (30) DAYS’ PRIOR NOTICE, AT THE PLACE WHERE DISTRIBUTOR MAINTAINS SUCH RECORDS. AUDITS ARE AT THE YOUR OWN EXPENSE, AND MAY ONLY BE CONDUCTED BY AN INDEPENDENT CERTIFIED PUBLIC ACCOUNTING FIRM. ANY LAWSUIT BY YOU REGARDING ANY STATEMENT OR PAYMENT MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE DATE THE APPLICABLE STATEMENT COVERS. UPON THE EXPIRATION OF SUCH YEAR, YOU HAVE NO RIGHT TO SUE DISTRIBUTOR IN CONNECTION WITH ANY SUCH STATEMENT, IN CONNECTION WITH THE AMOUNTS RECEIVED, OR RELATING TO THE PERIOD SUCH STATEMENT COVERS. YOU IRREVOCABLY WAIVE ANY LONGER STATUTE OF LIMITATIONS THAT WOULD OTHERWISE APPLY BY LAW.
UPSTREAMING
DISTRIBUTOR SHALL RETAIN THE RIGHT TO OFFER YOU THE OPTION TO UPSTREAM YOUR RECORDING(S) ANYTIME DURING THE TERM. UPSTREAMING INCLUDES SUPPORT FROM DISTRIBUTOR’S LABEL TEAM (INCLUDING PROMOTION AND MARKETING). DISTRIBUTOR SHALL NOTIFY YOU OF ANY SUCH OPTION TO UPSTREAM, ANY SUCH UPSTREAM SHALL BE SUBJECT TO SEPARATE TERMS AND CONDITIONS WHICH SHALL BE PROVIDED TO YOU.
FRAUDULENT PRACTICES
YOU WILL NOT AND WILL NOT AUTHORISE OR ENCOURAGE ANY THIRD PARTY TO, DIRECTLY OR INDIRECTLY GENERATE STREAMS OR QUERIES, OR GENERATE IMPRESSIONS OF OR CLICKS ON ANY AD(S), THROUGH ANY AUTOMATED, DECEPTIVE, FRAUDULENT OR OTHER INVALID MEANS, INCLUDING BY WAY OF REPEATED MANUAL CLICKS, THE USE OF “BOTS” OR OTHERWISE. YOU ACKNOWLEDGE THAT DOING SO MAY RESULT IN THE REMOVAL OF SOME OR ALL OF YOUR RECORDING(S) FROM OUTLETS, AS WELL AS THE WITHHOLDING OF ROYALTIES BY SUCH OUTLETS. IN ADDITION, IN NO EVENT WILL YOU REPRESENT YOURSELF AS DISTRIBUTOR’S REPRESENTATIVE, OR USE ANY OF THEIR TRADEMARKS WITHOUT EXPRESS PERMISSION, OR REPRESENT YOURSELF AS AFFILIATED OR CONNECTED WITH THEM IN ANY WAY THAT IS NOT STRICTLY ACCURATE, WHETHER IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE, BUT BOTH YOU AND DISTRIBUTOR MAY ACCURATELY STATE THAT YOUR RECORDING(S) ARE “DISTRIBUTED BY CRUX GLOBAL.”
IN THE EVENT THAT DISTRIBUTOR BELIEVES IN GOOD FAITH THAT YOU HAVE VIOLATED THIS TERM, DISTRIBUTOR MAY WITHHOLD PAYMENTS TO YOU UNTIL SUCH SUSPECTED FRAUD IS RESOLVED AND REMEDIED TO DISTRIBUTOR’S SATISFACTION, IMMEDIATELY TERMINATE THIS AGREEMENT, OR BOTH.
REPRESENTATION, WARRANTIES AND INDEMNITY
YOU UNDERTAKE, REPRESENT AND WARRANT THAT YOU HAVE THE FULL RIGHT AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND TO GRANT THE RIGHTS CONTAINED HEREIN.
YOU HAVE THE FULL AUTHORITY TO ACT ON BEHALF OF ANY AND ALL OWNERS OF ANY RIGHT, TITLE OR INTEREST IN AND TO THE RECORDING(S)YOUR METADATA AND YOUR COVER ARTWORK.
YOU OWN OR CONTROL THE RIGHTS NECESSARY TO MAKE THE GRANT OF RIGHTS UNDER THESE TERMS AND CONDITIONS AND THE EXERCISE OF SUCH RIGHTS BY DISTRIBUTOR SHALL NOT VIOLATE OR INFRINGE THE RIGHTS OF ANY THIRD-PARTY.
ALL THE COSTS AND EXPENSES (INCLUDING ANY ROYALTY PAYMENT TO THIRD PARTY RIGHTS HOLDERS) RELATED TO YOUR RECORDING(S), YOUR METADATA AN YOUR COVER ARTWORK WERE OR WILL BE PAID IN FULL AN IN NO EVENT SHALL DISTRIBUTOR BE HELD RESPONSIBLE FOR ANY PAYMENT OF ANY AMOUNTS RELATED THERETO.
YOU HAVE ACQUIRED OR WILL ACQUIRE PRIOR TO DELIVERY TO DISTRIBUTOR, IN WRITING, FROM ALL ARTISTS AND MUSICIANS WHO HAVE PERFORMED ON YOUR RECORDING(S) THE RIGHTS NECESSARY TO MAKE THE GRANT OF RIGHTS UNDER THIS AGREEMENT AND YOU HEREBY GRANT TO DISTRIBUTOR ALL SUCH AUTHORISATION AND CONSENTS. YOU HEREBY WAIVE AND/OR IRREVOCABLY AGREE NOT TO ASSERT ANY AND ALL SO-CALLED MORAL RIGHTS YOU MAY HAVE IN THE RECORDING(S), SAVE FOR THE RIGHT TO PATERNITY.
THE MATERIALS (WHICH SHALL INCLUDE WITHOUT LIMITATION ALL MATERIALS FURNISHED OR SELECTED BY YOU OR BY ANY THIRD PARTY ENGAGED OR SELECTED BY YOU OR ON YOUR BEHALF), YOUR PROFESSIONAL NAME, AND THE USE THEREOF WILL NOT VIOLATE ANY LAW OR INFRINGE UPON OR VIOLATE THE RIGHTS OF ANY PARTY.
THE COMPOSITIONS PERFORMED IN THE RECORDING(S) WILL BE NEITHER DEFAMATORY NOR CRIMINALLY OBSCENE NOR INFRINGE NOR VIOLATE THE RIGHTS OF ANY PARTY.
YOU INDEMNIFY DISTRIBUTOR AND HOLD DISTRIBUTOR HARMLESS FROM AND AGAINST ANY AND ALL REASONABLE LOSSES, DAMAGES AND COSTS, INCLUDING INTERNAL DISTRIBUTOR ADMINISTRATIVE COSTS AND REASONABLE LEGAL FEES ARISING OUT OF OR BY REASON OF ANY AGREED OR ADJUDICATED CLAIM THAT IS INCONSISTENT WITH OR ARISING OUT OF OR BY REASON OF ANY BREACH OF THE REPRESENTATIONS, WARRANTIES, GRANTS, UNDERTAKINGS OR AGREEMENTS GIVEN UNDER THESE TERMS AND CONDITIONS. IF DISTRIBUTOR HAS ANY CLAIM AGAINST YOU UNDER THESE TERMS AND CONDITIONS, DISTRIBUTOR ARE ENTITLED TO WITHHOLD FROM ANY SUMS PAYABLE TO YOU UNDER THESE TERMS AND CONDITIONS ANY AMOUNT REASONABLY SUFFICIENT TO MEET SUCH CLAIM, INCLUDING RELATED DAMAGES AND COSTS.
NO EXPLOITATION OF THE RECORDING(S), ARTWORK AND OTHER ACCOMPANYING MATERIAL SUPPLIED BY YOU WILL VIOLATE ANY LAW OR REGULATION OF ANY COUNTRY OR INFRINGE UPON OR VIOLATE THE RIGHTS OF ANY PERSON OR ENTITY.
OTHER THAN AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, DISTRIBUTOR WILL NOT BE REQUIRED TO MAKE ANY PAYMENTS OF ANY NATURE FOR OR IN CONNECTION WITH THE EXERCISE OR EXPLOITATION OF RIGHTS BY DISTRIBUTOR UNDER THIS AGREEMENT.
ALL INFORMATION YOU PROVIDE TO DISTRIBUTOR IS ACCURATE, INCLUDING (TO THE EXTENT YOU CONFIRM IT AS ACCURATE) ANY METADATA OR OTHER INFORMATION GATHERED BY DISTRIBUTOR.
NO PRIOR SECURITY INTEREST OR LIEN OF ANY KIND EXISTS IN THE RECORDING(S), ARTWORK AND OTHER ACCOMPANYING MATERIAL SUPPLIED BY YOU.
NO PARTY OTHER THAN DISTRIBUTOR HAS ANY RIGHT TO USE THE RECORDING(S) FOR MAKING, PROMOTING OR MARKETING RECORDS AND ANY FUTURE GRANT OF RIGHTS WITH RESPECT TO PROPERTIES WILL BE SUBJECT TO DISTRIBUTOR’S RIGHTS HEREUNDER.
LAW AND JURISDICTION
THESE TERMS AND CONDITIONS ARE SUBJECT TO THE LAWS AND JURISDICTION OF GHANA.
© CRUX GLOBAL 2025