TERMS AND CONDITIONS

EXCLUSIVE TRACK DISTRIBUTION TERMS AND CONDITIONS

BY UPLOADING YOUR MASTER OF THE TRACK TO THE CRUX GLOBAL DISTRIBUTION

PLATFORM YOU ARE ACKNOWLEDGING THAT YOU OWN OR CONTROL THE COPYRIGHT AND
ALL OTHER RIGHTS IN AND TO YOUR TRACK 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) DISTRIBUTE YOUR TRACK (INCLUDING YOUR
METADATA AND YOUR COVER ARTWORK); II) TO TRANSMIT, BROADCAST, COMMUNICATE,
AND MAKE AVAILABLE THE TRACK TO THE PUBLIC; III) TO EXPLOIT THE TRACK ON ALL
EXISTING AND FUTURE DIGITAL PLATFORMS (STREAMING AND DOWNLOAD) INCLUDING
BUT NOT LIMITED TO AMAZON, DEEZER, SPOTIFY, ITUNES, APPLE MUSIC, TIDAL, YOUTUBE,
AND BOOMPLAY (*SUBJECT TO LIMITATIONS SET FORTH BELOW); 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 UNDER UK COPYRIGHT
LAW IN ORDER TO EXPLOIT THE TRACK AND ASSOCIATED TRACK COVER 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 LICENSE TO USE
YOUR ARTIST NAME, IMAGE, PHOTOGRAPHS AND BIOGRAPHICAL MATERIAL RELATING TO

YOU IN CONNECTION WITH THE EXPLOITATION OF YOUR TRACK.

TERM: THE TERM OF THIS AGREEMENT SHALL BE FOR AN INITIAL PERIOD OF 2 YEARS FROM
THE RELEASE DATE OF THE TRACK AND ROLLING UNTIL THE TRACK HAS BEEN REMOVED BY
YOU FROM THE PLATFORM OR BY CRUX GLOBAL DISTRIBUTION (AT THEIR SOLE

DISCRETION).

ROYALTY AND ACCOUNTING:

DISTRIBUTOR SHALL OPERATE ONE ACCOUNT WITH RESPECT TO ARTIST’S RECORDING AND
ALL COSTS AND EXPENSES, INCURRED BY DISTRIBUTOR HEREUNDER. YOUR SHALL EACH
RECEIVE 70% OF NET REVENUE FROM THE EXPLOITATION OF YOUR TRACK VIA CRUX GLOBAL
DISTRIBUTION. AS USED HEREIN, “NET REVENUE” MEANS GROSS RECEIPTS SPECIFICALLY
DIRECTLY AND IDENTIFIABLY ATTRIBUTABLE TO THE EXPLOITATION OF YOUR TRACK
HEREUNDER LESS EXPENSES. THE TERM “NET REVENUE” 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.
UPSTREAMING:

DISTRIBUTOR SHALL RETAIN THE RIGHT TO OFFER YOU THE OPTION TO UPSTREAM YOUR
TRACK(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.

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 YOU TRACK, 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 EXPENSES (INCLUDING ANY PAYMENT TO RIGHTS HOLDERS) RELATED TO YOUR
TRACK, 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 TRACK THE RIGHTS
NECESSARY TO MAKE THE GRANT OF RIGHTS UNDER THIS AGREEMENT INCLUDING
(WITHOUT LIMITATION) ALL CONSENTS UNDER THE COPYRIGHT, DESIGNS & PATENTS ACT
1988 (AS SUBSEQUENTLY VARIED AND AMENDED) 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 TRACK, SAVE FOR THE RIGHT TO PATERNITY.

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.

LAW AND JURISDICTION:

THESE TERMS AND CONDITIONS ARE SUBJECT TO THE LAWS AND JURISDICTION OF GHANA.

*BOOMPLAY DISTRIBUTION IS TO AFRICA ONLY AT PRESENT

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