CRUX GLOBAL : TERMS & CONDITIONS

BY UPLOADING YOUR MASTER/S 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 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);

II) AS YOUR EXCLUSIVE COPYRIGHT OWNER AGENT, LICENSEE, AND REPRESENTATIVE, REGISTER THE RECORDING(S) WITH AND COLLECT INCOME FROM ALL APPLICABLE COLLECTIVE RIGHTS OR LICENSING ORGANISATIONS AND SOUND RECORDING COLLECTION SOCIETIES, SUCH AS SOUNDEXCHANGE, PPL, AND OTHERS THROUGHOUT THE TERRITORY (“SOCIETIES”), INCLUDING FOR PERFORMANCE, BROADCASTING, NEIGHBOURING RIGHTS, AND SYNCHRONISATION AND DUBBING RIGHTS, TO THE EXTENT ADMINISTERED BY SOCIETIES OR AS OTHERWISE AUTHORIZED BY STATUTE, INDUSTRY AGREEMENT, OR OTHERWISE;

III) AUTHORIZE SOCIETIES TO LICENSE THE RECORDING(S) FOR PUBLIC PERFORMANCE, BROADCASTING, RE-USE, RETRANSMISSION, SYNCHRONISATION, DUBBING, AND MAKING AVAILABLE TO THE PUBLIC;

IV) PROCURE SYNCHRONISATION LICENSES SUBJECT TO YOUR APPROVAL AND THE ROYALTY AND ACCOUNTING TERMS.

YOU HEREBY GRANT THE DISTRIBUTOR ALL NECESSARY CONSENTSREQUIRED BY LAW INORDER TO EXPLOIT THE RECORDING(S) ANDASSOCIATED ARTWORK ACCORDING TO THE AGREED RIGHTS HEREIN,FOR THE AVOIDANCE OF DOUBT ALL PUBLISHING RIGHTS ARE TO BERETAINED BY THE ORIGINAL SONGWRITERS AND PUBLISHERS.YOU HEREBY GRANT THE DISTRIBUTOR THE NON-EXCLUSIVE RIGHT ANDLICENCE TO USE YOUR ARTIST NAME, IMAGE, LIKENESS,PHOTOGRAPHS,BIOGRAPHICAL MATERIAL RELATING TO YOU AND

ALBUM/SINGLE AND PRODUCTION ARTWORK, VIDEO STILLS ANDTHUMBNAIL IN CONNECTION WITH THE EXPLOITATION OF YOUR RECORDING(S).THE TERM OF THIS AGREEMENT SHALL BE FOR AN INITIAL PERIODOF 2 YEARS FROM THE DATE OF FIRST COMMERCIAL RELEASE OF THERECORDING(S) (AS APPLICABLE TO EACH RESPECTIVE RECORDING) IN THETERRITORY AND FOLLOWING THE EXPIRY OF SUCH FIXED PERIOD WILLAUTOMATICALLY CONTINUE FOR CONSECUTIVE RENEWAL TERMS OF 30DAY PERIODS UNTIL YOU GIVE US NOTICE OF YOUR DESIRE TO TERMINATETHE TERM OR THE RECORDING(S) HAS BEEN REMOVED OR BY CRUXGLOBAL DISTRIBUTION FROM THE PLATFORM (AT THEIR SOLE DISCRETION).

ADDITIONAL SUBMISSION REQUIREMENTS

ARTISTS ARE REQUIRED TO SUBMIT QUALITY PRESS IMAGES AND ALL OTHER
REQUIRED ASSETS AT THE TIME OF CONTENT INGESTION. THE REQUIRED ASSETS
MAY INCLUDE, BUT ARE NOT LIMITED TO, COVER ART, METADATA, PROMOTIONAL
MATERIALS, AND ANY OTHER ASSETS SPECIFIED DURING THE ONBOARDING PROCESS.

RELEASE DATE ENTITLEMENT 

FAILURE TO PROVIDE THE REQUIRED PRESS IMAGES AND ASSETS AT THE TIME OF INGESTION WILL RESULT IN THE POTENTIAL DELAY OF YOUR CHOSEN RELEASE DATE. THE RELEASE DATE MAY BE RESCHEDULED AT THE DISCRETION OF OUR TEAM BASED ON ASSET SUBMISSION.PLAYLIST PITCHING, INCOMPLETE ASSET SUBMISSION WILL ALSODISQUALIFY YOUR CONTENT FROM BEING PITCHED TO PLAYLISTS ANDOTHER PROMOTIONAL OPPORTUNITIES. PROPER SUBMISSION OF ALL ASSETS IS ESSENTIAL FOR US TO EFFECTIVELY MARKET AND PROMOTE YOUR RELEASE.

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 70% OF ALL GROSS
RECEIPTS ACTUALLY RECEIVED DISTRIBUTOR (“G BY (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, “NET REVENUE” 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 THECALCULATION OF NET REVENUE. DISTRIBUTOR WILL ACCOUNT THE NETREVENUE POSITION WITHIN NINETY (90) DAYS OF 30 JUNE AND 31DECEMBER. ALL SUMS PAYABLE HEREUNDER SHALL BE SUBJECT TO THEDEDUCTION OR WITHHOLDING OF ALL TAXES REQUIRED TO BE DEDUCTEDOR WITHHELD UNDER THE LAWS OF ANY COUNTRY OR TERRITORY AND TOTHE EXCHANGE CONTROL REGULATIONS OF ANY COUNTRY OR TERRITORY FROM WHICH THOSE PAYMENTS EMANATE.YOU HAVE THE RIGHT TO AUDIT DISTRIBUTOR’S BOOKS AND RECORDS TOVERIFY THE ACCURACY OF PAYMENTS, BUT ONLY ONCE WITH RESPECT TOANY PARTICULAR PAYMENT. AUDITS ARE PERMITTED ONCE PER YEARDURING DISTRIBUTOR’S NORMAL BUSINESS HOURS, ON AT LEAST THIRTY(30) DAYS’ PRIOR NOTICE, AT THE PLACE WHERE DISTRIBUTOR MAINTAINSSUCH RECORDS. AUDITS ARE AT THE YOUR OWN EXPENSE, AND MAY ONLYBE CONDUCTED BY AN INDEPENDENT CERTIFIED PUBLIC ACCOUNTINGFIRM. ANY LAWSUIT BY YOU REGARDING ANY STATEMENT OR PAYMENTMUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE DATE THEAPPLICABLE STATEMENT COVERS. UPON THE EXPIRATION OF SUCH YEAR,YOU HAVE NO RIGHT TO SUE DISTRIBUTOR IN CONNECTION WITH ANYSUCH STATEMENT, IN CONNECTION WITH THE AMOUNTS RECEIVED, ORRELATING TO THE PERIOD SUCH STATEMENT COVERS. YOU IRREVOCABLYWAIVE 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 NOTIFYYOU OF ANY SUCH OPTION TO UPSTREAM, ANY SUCH UPSTREAM SHALL BESUBJECT 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, ASWELL AS THE WITHHOLDING OF ROYALTIES BY SUCH OUTLETS. INADDITION, IN NO EVENT WILL YOU REPRESENT YOURSELF ASDISTRIBUTOR’S REPRESENTATIVE, OR USE ANY OF THEIR TRADEMARKSWITHOUT EXPRESS PERMISSION, OR REPRESENT YOURSELF ASAFFILIATED OR CONNECTED WITH THEM IN ANY WAY THAT IS NOT STRICTLYACCURATE, WHETHER IN CONNECTION WITH THIS AGREEMENT OROTHERWISE, BUT BOTH YOU AND DISTRIBUTOR MAY ACCURATELY STATETHAT YOUR RECORDING(S) ARE “DISTRIBUTED BY CRUX GLOBAL.”IN THE EVENT THAT DISTRIBUTOR BELIEVES IN GOOD FAITH THAT YOUHAVE VIOLATED THIS TERM, DISTRIBUTOR MAY WITHHOLD PAYMENTS TOYOU UNTIL SUCH SUSPECTED FRAUD IS RESOLVED AND REMEDIED TODISTRIBUTOR’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 GRANTTHE RIGHTS CONTAINED HEREIN.YOU HAVE THE FULL AUTHORITY TO ACT ON BEHALF OF ANY AND ALLOWNERS OF ANY RIGHT, TITLE OR INTEREST IN AND TO THERECORDING(S), YOUR METADATA AND YOUR COVER ARTWORK.YOU OWN OR CONTROL THE RIGHTS NECESSARY TO MAKE THE GRANT OFRIGHTS UNDER THESE TERMS AND CONDITIONS AND THE EXERCISE OFSUCH RIGHTS BY DISTRIBUTOR SHALL NOT VIOLATE OR INFRINGE THERIGHTS 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), YOURPROFESSIONAL NAME, AND THE USE THEREOF WILL NOT VIOLATE ANY LAWOR 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) ANYMETADATA 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 THE REPUBLIC OF GHANA.

© CRUX GLOBAL 2024