Musicinfo Distribution Service Instructions and Agreements Concerning the Distribution of Your Content via the Musicinfo Distribution Platform

Welcome to the Musicinfo Digital Music Distribution Platform of Music.Info Finland Oy (hereinafter referred to as "Musicinfo Distribution Platform")

IMPORTANT: WHEN YOU UPLOAD YOUR CONTENT TO THE MUSICINFO DISTRIBUTION PLATFORM, BASED ON YOUR DISTRIBUTION TERRITORY PREFERENCE(S), YOU MAY GRANT AN EXCLUSIVE LICENSE  TO MAINLAND CHINA AND/OR A NON EXCLUSIVE LICENSE FOR WORLDWIDE DISTRIBUTION EXCLUDING MAINLAND CHINA. THIS INCLUDES THE RIGHT FOR MUSICINFO TO AUTOMATICALLY SUB-LICENSE AND DISTRIBUTE YOUR CONTENT AS SET FORTH IN THIS AGREEMENT.

You are at least 18 years old and are able to accept this Agreement. Therefore you are required to read the following information under this Agreement to understand the Musicinfo Distribution Platform, the Musicinfo digital music sub-license service and the terms of distribution. By using, including but not limited to the Music.Info Finland Ltd. (Musicinfo) webstore, you acknowledge that you have read, understand and accept the legal provisions set in these terms and conditions (Terms).

Musicinfo sub-licenses your audio recording and musical works which you upload and draft as a release to the Musicinfo Distribution Platform (“Content”)  for the Third Parties and the digital service providers, of which the Content is sub-distributed by the Third Parties. You grant Musicinfo and the Third Parties the rights to: distribute, publicly perform, publicly display, communicate to the public, and otherwise make your Content available by any possible digital audio transmissions channels (on both interactive or non-interactive channels).

All designs and functions which make up the Musicinfo Distribution Platform are protected by copyright laws and are the property of Musicinfo. You may not copy, reproduce, distribute, publish, display, modify or share any content from this site to any third parties.

         1. The Musicinfo Distribution Platform is designed to help you distribute and sub-license your Content and gain royalties from it.

         2. After signing up, you will have access to your own music management account, music database and publishing transactions on the Musicinfo Distribution Platform provided by Musicinfo Distribution Platform services and other services provided by Music.Info Finland Oy and its partners.

         3. You agree to be bound by these Terms, unless otherwise agreed upon in writing by Musicinfo no other terms and conditions will be endorsed. These Terms are applicable with respect to the Service between You and Musicinfo. These Terms do not apply to possible contractual relationships between the Third Parties or other Digital Service Providers or Retailers, hereinafter referred to as DSPs.

         4. For some services such as Distribution and Promotion, Musicinfo will charge each Customer and Entry Fee for services provided. In the case that any other fees will be charged, you will be notified in advance by legal protocol through reasonable means of communication to the email address of the account holder, and will be given a reasonable amount of time to make a choice.

         5. You can use other music promotion services and statistical tools developed by Musicinfo Distribution Platform, including but not limited to video sharing, social media promotion services and playlist placement.

         6. Musicinfo shall pay you a royalty rate of 85% of the DSPs Net Income, meaning the payments actually received by Musicinfo from the Third Parties and the DSPs after all applicable deductions as defined herein.

         7. Considering the above information and with a view to achieving a win-win outcome for the future, Musicinfo implores that you read the following terms under this agreement carefully in order to understand your future interests and duties on the Musicinfo Platform and make solemn commitments. If you do not fully agree to or understand any of the following terms, please do not proceed with any further operations.

         1.1.You will not be able to use the Musicinfo Distribution Platform until you have agreed to terms in this Agreement.

         1.2. By selecting the "I Agree to the All the Above Terms" checkbox below this Agreement or by clicking the "Next" button or performing other similar operations on the Musicinfo webstore, you hereby agree to enter into this agreement with the Musicinfo Distribution Platform (i.e. Music.Info Finland Oy similarly hereinafter) and fully accept all the terms under this Agreement.

         1.3. The Musicinfo Distribution Platform reserves the right to refuse your sign-up request.

         1.4. Exclusive distributorship: By uploading your Content to the Musicinfo Distribution Platform, you acknowledge that you own all the rights (including but not limited to the performers' rights, the producer's rights, the artists' name(s), photographs, cover artwork, biographical, the song and lyrics, etc.) to distribute your Contentand sub-license these rights to the Musicinfo Distribution Platform. You authorize Musicinfo to sub-license your Content on an exclusive basis to the Third Parties and DSPs in the Territory of mainland China, with the exception of the DSPs from Tencent Music Entertainment and NetEase Music. After approving the uploaded content, the Musicinfo Distribution Platform will sub-license your Content under this Agreement to all applicable DSPs. You still own the title to your music and have the right to license it to other digital music service providers and territories of which the Musicinfo Distribution Platform does not sub-license to, without conflict to Musicinfo Distribution Platform's right to use your Content under this Agreement.

         1.5. Non-exclusive distributorship: By uploading your Content to the Musicinfo Distribution Platform, you acknowledge that you own all of the rights (including but not limited to the performers' rights, the producer's rights, the Artists' name(s), photographs, cover artwork, biographical, the song and lyrics, etc.) to distribute your Content and sub-license these rights to the Musicinfo Distribution Platform. You authorize Musicinfo to sub-license your Content on a non-exclusive basis to the Third Parties and the DSPs in the Worldwide Territories excluding Mainland China. After approving the uploaded content, the Musicinfo Distribution Platform will sub-license your Content under this Agreement to the DSPs. Please note, even though the Worldwide distribution excluding Mainland China is non-exclusive, it is highly recommended not to distribute the same Content to the same DSPs. If You distribute the same Content to the same DSPs twice and cause conflicts that will prevent your Content from being distributed successfully, You will be solely responsible. If you switch your music distribution to Musicinfo from another distributor, you are obliged to use the EXACT same metadata such as artist names, song titles, original release date, album title, ISRC, and UPC codes you had used with your previous distributor. Once your music is live through Musicinfo, you are required to contact your old distributor and notify them that they should remove your music from their distribution channels.

         1.6. Even after you have uploaded your Content to the Musicinfo Distribution Platform, the Musicinfo Distribution Platform in accordance with the actual condition of the Content and policy requirements, reserves the right to not sub-license your Content or deny streaming and downloading to the DSPs. The Musicinfo Distribution Platform also reserves the right to suspend the sub-license of your Content during the usage of your music on the DSPs.

         1.7. Musicinfo Distribution Platform does not guarantee the magnitude of streaming, downloading or revenues generated on the DSPs from your Content, which is subject to market conditions and the popularity of the Content itself.

         1.8 You acknowledge and agree that all decisions concerning distribution activities in the Territory are made by the Third Parties and the DSPs.

         1.9 You agree not to engage in (or to permit, encourage, enlist, retain, or employ third parties to engage in), activities that, in Musicinfo’s sole discretion, constitute Streaming Manipulation.

         1.10 Musicinfo does not support the distribution of AI generated music, if we notice the music is AI generated, we will remove the music from distribution without notifying You.

         2.1. After successfully creating your user account, you can use a variety of services provided by the Musicinfo Distribution Platform, including information storage, online playing system and music management tools, etc. by which you can publish your Content to the DSPs. In addition, you can also use the following services on the Musicinfo Distribution platform, including but not limited to:

-        The Automatic Code Generator when submitting the Content: You must submit the Universal Product Code (UPC) for the Content and the International Standard Recording Code (ISRC) for identifying sound recordings and the utilization thereof; If you do not have the codes, Musicinfo Distribution Platform will generate the codes for you; We collect The International Standard Musical Work Code (ISWC) when provided but providing ISWC is optional.

-        Uploading or downloading your Content freely;

-        Obtaining reliable reports on Content streaming and downloading across the DSPs;

-        Using promotion services and management tools;

         2.2. The Musicinfo Distribution Platform may be modified by increasing or reducing the services listed under article 2.1 by the sole discretion of Musicinfo. You will notice changes to the services when using the platform and agree that Musicinfo has the right based on its sole discretion to make these changes.

         2.3. In addition to the services listed under Article 2.1, you may be given the following business cooperation opportunities from the Musicinfo Distribution Platform Value Added Services:

-        Entering into the Musicinfo Distribution Platform Ranking or other rankings within the platform;

-        Promoting your Content on the Musicinfo website;

-        Participating in online, offline activities and live gigs sponsored by the Musicinfo Distribution Platform;

-        Recommending you and your Content to record labels;

-        More music-related business opportunities (endorsements, composing for ads, film and TV songs, etc.)

         2.4. You authorize the Musicinfo Distribution Platform to use your name and approved likenesses of biographical material concerning any artists, bands, producers and/or songwriters, as well as track and/or album names, and any artwork related to the Content or audiovisual works for worldwide marketing purposes, including the right to sub-license these rights to the DSPs.

         2.5. The term of the sub-license granted to the Musicinfo Distribution Platform is infinite and the license will be valid until either you or the Musicinfo Distribution Platform has received an effective written notification of termination from the other. You acknowledge that this term is based on Musicinfo and the Third Parties having a valid copyright licensing agreement for the effective musical works. Musicinfo has the right to terminate this Agreement with immediate effect and without any obligation to compensate You, if the Third Parties terminate these agreements with Musicinfo for any reason. After termination, the Musicinfo Distribution Platform will inform our DSPs to remove any and all Content and materials uploaded via the Distribution Platform, this process may take from 3 to 6 months.

         2.5.1 We will no longer have the rights to govern your music on any Third Parties once you have denied us the right to sub-license your music by terminating your contract.

         2.6. You acknowledge and agree that the status of the Content you upload to the Musicinfo Distribution Platform may be either a draft or published. You can remove draft Content if necessary. Once published, the Content cannot be removed by yourself as it would have been distributed to the DSPs. To remove any published Content you need to send Musicinfo a separate request. Once your request has been approved, it will take from 3 to 6 months to remove the Content from all the DSPs. The Musicinfo Distribution Platform reserves the right to block your uploaded Content according to the circumstances of the case.

         2.7. You hereby warrant that, the Content you upload to the Musicinfo Distribution Platform (whether a draft or published) and its graphic and text elements should not infringe the intellectual property rights, other legitimate rights or the interests of any of the Third Parties. You further acknowledge that you own the full title (including but not limited to the song and lyrics, the producers' rights, the performers' rights and related rights to royalties) to the music or that you have obtained a license from the rights holder of the music obtained by third parties and have the right to grant the Musicinfo Distribution Platform a sub-license to use the music under this agreement. In the event of publishing music on behalf of your team and other copyright co-owners, You acknowledge that You have obtained approval from your team and other copyright co-owners and honor their legal rights and interests by presenting their credentials and distributing the royalties to them in a reasonable and legitimate manner.

         2.7.1 Once your release has been uploaded and published to the stores there is a minimum of 3 months that your music can be removed.

         2.7.2 If you are found to be engaging in fraudulent activity or the content is copyright infringing your account will be terminated and the content removed as outlined in the anti-fraud policy. Revenues received in connection with content that has been found to violate the Terms of Use will be blocked and withheld from the Account Holder. The Account Holder will be held responsible for any costs incurred by us or our providers, including legal fees and expenses, in connection with any fraudulent or infringing activities accountable by the Account Holder.

         2.8. You acknowledge that, before publishing the Content (whether original or reproduced), you have been granted the performing rights as well as all the other rights to use the accompaniment in a legitimate manner.

         2.9. The Musicinfo Distribution Platform may from time to time sponsor promotional activities through the platform, of which we will notify you through platform messages or via email. You agree by default that you will participate in the relevant promotional activities sponsored by Musicinfo Distribution Platform and authorize the Musicinfo Distribution Platform the right to use your Content according to the promotion plans. You may also opt out of these promotion activities by sending us email.

         3.0. The Musicinfo Distribution Platform may use your uploaded audio files, images and music metadata to improve Musicinfo services using data analytics and artificial intelligence tools. In this process Musicinfo Distribution platform may use third party services offering technology solutions and provide your metadata, images and audio files to third parties for analysis purposes.

         3.1. Musicinfo shall pay you 85% of the net income received from the Third Parties with respect to the Content. Net income retained or withheld by DSPs may include, without limitation, taxes and duties, administration fees, fees paid to third parties, wire transfer fees, and credit card processing fees and chargebacks.

         3.2. You authorize the Musicinfo Distribution Platform to collect the net income generated from the DSPs on your behalf. You agree that the Musicinfo Distribution Platform is a distributor of your original Content and not a retailer. Any sale/sub-licensing of your original music to end users will be made by the DSPs. Your original Content will be downloaded/streamed to end users in the Territories at a price determined by the DSPs. The Musicinfo Distribution Platform does not guarantee that all royalties will be obtainable in the Territories. The terms and conditions at which an end user consumes your music will also be determined by the DSPs, but the conditions will always be in accordance with industry standards.

3.2.1. The price for a single stream or download is at the sole discretion of the DSPs. Streaming and downloading transactions can be monitored by reports provided by the Musicinfo Distribution Platform.

3.2.2. All royalties generated from sales will be paid according to the actual amount received by the Musicinfo Distribution Platform from the DSPs. Royalties will be credited to your Musicinfo Distribution Platform account approximately 45 days after receiving payment from the DSPs. Once payment has been credited you will be able to request a withdrawal of your royalties from your account. The Musicinfo DIstribution Platform will then pay the requested amount to your PayPal account within twenty-one (21) days.

3.2.3. In the case that the amount of the royalties due and payable with respect to any billing quarter is less than twenty-five Euros (25€ “Threshold”), the payment of royalties will be deferred to the next billing quarter until the total amount exceeds this Threshold. You hereby authorize the Musicinfo Distribution Platform in accordance with the terms of this Agreement and applicable laws, to report, pay and withhold any taxes payable on the royalties. Any and all Withholding Taxes levied by any tax authority on the royalties will be deducted from the net income before the royalties are paid to you.

3.2.4. You acknowledge and agree that the Musicinfo Distribution Platform might not be able to directly pay the royalties to you through PayPal unless your PayPal account has been verified and bound to your Musicinfo Distribution Platform account. In the case that you do not have a PayPal account or have not bound it to your Musicinfo Distribution Platform account, you shall notify Musicinfo via email.

3.3.3 Termination. You may under extreme circumstances terminate your account and have all your music and account information removed from our archives. You must express explicitly in writing via email the termination of your account. You must provide the account holder's name, official account email and include a list of all the releases that need to be removed from the DSPs. The information of the releases to be removed must include the: Artist Name and UPC of the release. Once the account is terminated you will forfeit any royalties that may have accumulated during the time of your subscription. The Termination of the account will be in effect from the day requested by the account holder. The termination of your account indicates that you agree to give up the rights of any accumulated net income and the Musicinfo Distribution Agreement. We no longer have the rights to govern your music on any Third Parties once you have denied us the right to sub-license your music by terminating your contract.

         3.4. You acknowledge and agree that all fees under this Agreement shall be paid in Euro. You are responsible for any bank fees, currency exchange fees or other charges related to withdrawals or payments of royalties to you. The Musicinfo Distribution Platform may deduct such fees and charges from any net income owed to you.

         4.1. You will indemnify Music.Info Finland Oy for any losses, including but not limited to direct loss, indirect loss, lost interest, administrative fines, settlement fees, compensations, legal costs, notarial fees and attorney fees, arising out of or relating to your breach or violation of this Agreement.

         4.2. You understand that, the information network dissemination right is independent of the distribution right of physical vinyl record/CD/cassette. Therefore, you may join the Musicinfo Distribution Platform as long as you own the information network dissemination rights, irrespective of whether you own the agency rights of the physical album.

         4.3. You acknowledge and agree that your Content is free from any alleged plagiarism, otherwise you will be considered as violating this Agreement.

         4.4. You acknowledge and agree that, if you no longer own the right (i.e. you have no right to provide your Content for streaming and downloading service online), you should remove the Content by yourself and promptly notify the Musicinfo Distribution Platform to remove it from the DSPs. In the case you exclusively license your Content to record labels or agencies, you should notify the Musicinfo Distribution Platform and help the Musicinfo Distribution Platform establish a good cooperative partnership with them. During which time you may use the information management tools, data monitoring and analysis services provided by the Musicinfo Distribution Platform.

         4.5.You acknowledge and agree that when you use the technical services of the Musicinfo Distribution Platform your Content might be coded or decoded by the Musicinfo Distribution Platform including format conversion, editing, speed adjustment of audio files or packaged with other right-holders' music for promotion, marketing or associated activities. Musicinfo Distribution Platform will not change the content of your music and undermine its independence or integrity.

         4.6. You warrant that any Content and relevant documents you upload do not contain any corrupt documents, viruses, worms, trojans or other similar contents that will potentially compromise the program code, and that you are liable for all loss resulting from uploading such content(s).

         4.7. You assume all legal responsibilities for activities and behaviors conducted through your account. In the case that you find any unauthorized use of your account or any vulnerabilities resulting from such unauthorized use, you should notify Musicinfo immediately, otherwise you will be responsible for any liabilities incurred therefore.

         4.8. You agree that it is your responsibility to safeguard and protect the interests of the Musicinfo Distribution Platform and other users. You further agree that you should indemnify the Musicinfo Distribution Platform or any third parties for any losses arising out of or relating to your violation of any terms under this Agreement or relevant laws and regulations.

         4.9. For any users (1) applying to the Musicinfo Distribution Platform services with malicious intent; (2) using the Musicinfo Distribution Platform services to conduct illegal activities; (3) with the intent to annoy, harass or deceive any other users; or (4) violating this Agreement in any other manner, the Musicinfo Distribution Platform reserves the right to stop providing its services to such users, and revoke their account and seek damages from them.

         4.10. The Musicinfo Distribution Platform only provides the technical platform and the information exchange platform for copyright owners and DSPs to facilitate their transactions. The Musicinfo Distribution Platform itself is not a participant of any transaction and disclaims any expressed or implied warranty or any liability in regards to the authenticity or legality of the statement made by you or any Third Parties or information uploaded to the Musicinfo Distribution Platform.

         4.11 You hereby represent and warrant Musicinfo that:

         a) You are the authorized representative and have obtained sufficient authority to enter into this Agreement.

         b) You are capable of performing its obligations hereunder and the performance of its obligations does not contravene any binding contract or related legal documents.

         c) You warrant that you possess the right to grant a license to Musicinfo to use the musical works hereunder as agreed herein, and any specific type of licensed rights of each song and any information you have given to Musicinfo is true and correct.

         d) You submit to Musicinfo all materials and supporting documents as requested by the Musicinfo Distribution Platform, including but not limited to all digital copies, copyright registration certificates, rights certification reports, the Power of Attorney of the Songwriter, the performer and the original right holder, ISRC numbers and UPC numbers of licensed works, with respect to the Content you upload to the Musicinfo Distribution Platform. You adhere to the format and quality of all materials and supporting documents provided by Musicinfo based on the Third Parties' requirements.

         e) If you violate any of the above warranties or warranties stated in 2.7, leading to any dispute, controversy or claim against Musicinfo, the Third Parties or DSP, by any Third Parties, Musicinfo shall inform you in a timely manner. You are responsible for a timely settlement and undertake any legal liabilities at your own expense. If you delay in action, Musicinfo can resolve the dispute by itself, and you shall indemnify and hold Musicinfo exempt of any such claim.

         5.1.You agree that, for whatever reason (including but not limited to copyright disputes, aggressive behaviors, the violation of national laws and regulations or long inactivity etc.), Musicinfo can limit the permission of your account, stop its services, or remove inappropriate content or comments published by you. Considering the possibility of the above situation, Musicinfo suggests that you backup your content and relevant information. In the case that Musicinfo removes your content and other information according to this Agreement, you agree that Musicinfo shall not be liable to compensate you for any possible losses suffered by you or any other third parties.

         5.2. Musicinfo has the right to amend and modify this Agreement unilaterally whenever necessary. Once amendments and modifications have been made, Musicinfo will publish the latest version of this agreement on the webpage and send you notification. Once published, such amendments or modifications will take effect immediately. If you do not agree to the amendments or modifications, you shall cease using relevant Musicinfo Distribution Platform services immediately and send Musicinfo a notice of Termination. If you fail to notify Musicinfo within a reasonable period of time or continue using services provided by the Musicinfo Distribution Platform, you agree that you shall be bound by the latest version of the Agreement.

         5.3. You acknowledge and agree that, this Agreement and the rules and other documents mentioned herein, shall constitute the entire agreement between you and Musicinfo and substitute all prior agreements and documents on the above subject between both Parties. The validity of all prior agreements and documents on the above subject between both Parties shall become void automatically when this Agreement takes effect. However, any non-disclosure and confidentiality commitments and the rights and obligations that have occurred prior to the above agreements and related documents shall be legally binding.

         5.4 Headings are for convenience only and do not affect interpretation of this Agreement.

         5.5 In no event is Musicinfo obligated to compensate you for any indirect or consequential damages. In all events Musicinfo’s liability towards you is limited up to 30 % of the service fees Musicinfo has received from you, except in case of intentional misconduct or gross negligence.

         5.6. The execution, performance, interpretation and dispute settlement of this Agreement shall be governed by the laws of Finland, excluding its choice of law provisions. Any dispute, controversy or claim arising out of or relating to these Terms, or the breach, termination or validity thereof shall be finally settled in courts of Finland, and the language of the process shall be in English.