Last updated November 25th, 2021
Welcome to the Distribution Service of Family in Music. The terms and conditions in this Distribution Agreement represent the terms and conditions on which the Company may agree to distribute your Recordings. By signing up to or otherwise using the Distribution Service, you are entering into a binding contract with the Company.
Your use of the Distribution Service is governed by and you are bound by the Agreements. In case of any discrepancy between the Terms of Service and the Distribution Agreement, the Distribution Agreement will prevail. Please read the Agreements carefully before accessing or using the Distribution Service. By accessing or using the Distribution Service, you acknowledge that you have read, understood and accepted the Agreements and agree to be bound by them. If you don’t agree with or cannot comply with the Agreements, then don’t access or use the Distribution Service.
In order to access and use the Distribution Service, you need to be at least eighteen (18) years old and have the power to enter a binding contract with the Company and not be prevented from doing so under any applicable law. You also promise that the information you submit to the Company is true, accurate and complete, and you agree to keep it that way at all times.
“Company’s Commission” is 10% of Revenue.
“Company” means Family in Music Ltd (Business ID: 3003543-1), a limited liability company based in Espoo, Finland.
“Distribution Agreement” means this agreement with its amendments from time to time.
“Distribution Service” means the distribution service under the FAIM Services, provided by the Company to the Distribution Users in accordance with the terms and conditions of the Agreements.
“Distribution Term” commences on the date you agree the Distribution Agreement and access the Distribution Service, and automatically extend and continue unless and until you provide Company at least thirty (30) days’ advance written notice of your desire to terminate the Distribution Agreement, or unless Company sends you written notice of termination at any point.
“Distribution User” or “you” means the individual or legal entity accessing the Distribution Service and, to the extent you open an account on behalf of a company, organization, or other entity, then “Distribution User” and “you” includes you and that entity and any data subject (from within your organisation) whose personal data is shared with the Company at any time. You must be age of eighteen (18) or older.
“Distribution Royalty” is 90% of Revenue, less any applicable tax, refunds, credits, other fees, Intermediate’s fees or other third-party charges related solely to the exploitation of the Recordings.
“FAIM Services” means www.familyinmusic.com, www.songtitlecheck.com and any other websites owned, operated and/or controlled by the Company, and Family in Music platform and/or other channels that are owned, operated and/or controlled by the Company and/or each of the Company’s affiliates, licensees, agents and assigns. For the avoidance of doubt, Distribution Service belongs to FAIM Services.
“Fraudulent Activity” means that the Distribution User is involved in any fraudulent or illegal behaviour, that an unauthorised person has accessed the Distribution User’s account or that the Distribution User is in breach of the Agreements or violated any given guidelines in connection with the Delivery of Materials. For the sake of clarity, Fraudulent Activity includes, but is not limited to, infringing intellectual property rights of third parties or arranging systematic listening or manipulating streaming in any other way.
“Intermediary” means a third party aggregation solution provider (the identity of which shall be determined in the sole discretion of the Company from time to time) used for the Distribution Service.
“Metadata” means the music metadata, the information relating to an audio file that is used to identify the Recording. This includes, but is not limited to, track title, band or artist name, type of music, label and the year the track was released.
“Recordings” means all audio recordings submitted by you in your sole discretion to Company by uploading through the Distribution Service during the Distribution Term.
“Related Material” means band’s, artist’s or label’s name, professional name, marketing materials, logos, trade and service marks, trade names, photographs, likenesses, images, biographies or URLs, and all artwork, other intellectual property and/or other similar materials, provided by the Distribution User, that is associated and/or embodied with the Recordings.
“Revenue” means gross revenue, including gross royalties, payments or other earnings received by, and/or on your behalf by, the Company, directly and identifiably arising from the digital exploitation of the Recordings on the Stores.
“Rights Holders” musical composition copyright owners, publishers, administrators, artists, featuring artists, producers, other copyright owners, master rights owners, and all other persons or entities whose performance is embodied in the Recordings.
“Stores” means any and all, now known or future, digital Internet consumer stores, and any similar digital platforms used for e.g. downloading audio, interactive and non-interactive streaming, cloud services and streaming-on-demand or for similar means of making use of Recordings, which the Company and/or the Intermediary has, from time to time, entered into an agreement with. List of available Stores is disclosed in the Distribution Service, as updated from time to time.
“Territory” means the world or specified applicable territory.
“Third Party Material” means features, functionalities and content on FAIM Services (including Distribution Service) partly or wholly powered, provided by and/or belonging to Third Party Services.
“Third Party Services” means third party service providers and/or other external stakeholders of FAIM Services (including Distribution Service).
3. Number of Assets
You are entitled to distribute a maximum of twenty (20) assets per annum (commencing from the date of you completing your registration for Distribution Service) under one (1) artist name. In the event you want to distribute Recordings in excess of the maximum of twenty (20) assets per annum, please contact support.
4. Grant of Rights
When distributing your Recordings, you grant to Company on behalf of all the relevant Rights Holders the following non-exclusive rights in and to the Recordings throughout the Territory during the Distribution Term (“Granted Rights”):
The above does not constitute a transfer or other conveyance of ownership rights from you to Company with respect to the copyrights, trademarks, service marks, or other intellectual property embodied in the Recordings or Related Material. You shall retain copyright ownership of all Recordings and Related Materials and expressly reserve all rights in and to the Recordings and Related Material, subject to the rights granted to Company under the Agreements. Company exercises the rights granted to it as principal and not as an agent.
5. Company’s Intellectual Property
The Distribution Service, including but not limited to, all related technology, data, tools, and design is the property of the Company and its subsidiaries, or its licensors and/or the Intermediary. The Company grants you a limited, non-exclusive, revocable licence to access and make use of the Distribution Service according to the Agreements.
The Company trademarks, service marks, trade names, logos, domain names, and any other features of the Company brand are the sole property of the Company and its subsidiaries according to the Terms of Service. For the avoidance of doubt, the Distribution Agreement do not grant you any rights to use any brand features and the Company trademarks whether for commercial or non-commercial use.
The Company values hearing from the Distribution Users, and is always interested in learning about ways it can improve the Distribution Service. If you choose to submit comments, ideas or feedback, you agree that the Company is free to use them without any restriction or compensation to you.
The Company uses an Intermediary in connection with providing Distribution Service, and is not a party to the agreements or transactions made between Stores and the Intermediary. The Intermediary has entered into agreements with different Stores for the purpose of distributing your Recordings. You may choose the Stores you want your Recordings to be delivered to. The agreements that the Intermediary has with the Stores shall determine the terms on which your Recordings are sold or made available. It might vary from time to time which Stores the Intermediary has entered into an agreement with.
For the abovementioned reasons, the Company cannot guarantee the sale and/or exploitation of the Recordings in any particular Store. The Company assumes no liability if your Recordings are not made available in a particular Store or in any way taken down by the Stores. The Company assumes no liability for any interruptions, delays, errors or any suspensions of access, reports or pay-outs, in the Stores, neither in whole nor in part.
When you upload your Recordings, Metadata and Related Material through the Distribution Service, your Recordings will be sent to the Stores. Please note, that each Store determines the delivery time for the distribution of your Recordings. The Company does not assume liability for the delivery times of the Stores.
7. Delivery Rules
Delivery to the Company and uploading of the Recordings, all required Metadata and Related Material (collectively, “Delivery of Materials”) shall be made in accordance with the following delivery rules:
In addition, you shall be solely responsible for securing necessary rights for distributing the Recording, entering this Distribution Agreement and making all payments that may be required by contract, law or otherwise, due in connection with the foregoing. For the avoidance of doubt, you are solely responsible at your cost for Delivery of Materials and for creation and clearance of the Recordings, Metadata and Related Material.
Upon the Company’s request, you will promptly provide the Company with copies of any producer and side-artist agreements, mixer agreements, co-writer agreements, audio “samples”, “loops” or other snippets licenses, label waivers any other agreement with Rights Holders and any such other things and information as the Company may request, including identity of, and contact information for Rights Holders, in order to ensure compliance with this Distribution Agreement.
The Company is responsible for storage costs and audio encoding costs in connection with the Recordings.
The Company is not obliged to distribute Recordings delivered by you (including but not limited to if a Recording, related Metadata or Related Material is technically unsatisfactory or inappropriate in any way) but Company will promptly notify you of any decision not to distribute, in which case all Granted Rights in connection with the respective Recording will revert to you on notification.
8. Company’s Commission and Distribution Royalty
Regarding the Distribution Users utilising the Distribution Service to distribute the Recordings, and in consideration of the Granted Rights, Company shall be entitled to retain a Commission of ten percent (10%) of all Revenue aggregated. The Commission is automatically deducted from the Revenue. You shall be entitled to Distribution Royalty of ninety percent (90%) subject to the conditions and pro rata provisions as agreed in each agreement the Intermediary has entered into with the Stores, and subject to all terms and conditions of this Distribution Agreement. Any rates relating to the accumulation of Royalties are determined by the Intermediary and the Stores, in their sole discretion.
Sometimes activities like refunds can make Distribution User’s account balance negative. If Distribution User’s balance becomes negative, the Company may recover those funds from future payments.
Company will account to and pay Distribution Royalty on a monthly basis, within ninety (90) days after the end of each calendar month, or ninety (90) days from the date on which Company receives or is credited with Revenue in connection with the Recordings, whichever is later.
The Intermediary reports Revenue relating to your Recordings to the Company. Each Store has their own timeline delay of reporting Revenue relating to your Recordings. Due to the reporting delay, you will not receive any Distribution Royalties during your first month(s) until the Company has received the first reports from the Intermediary on the Revenue. You agree that you will not receive any interest or other earnings on your Distribution Royalties.
Company’s accounting statements shall be based solely upon information provided by Stores or Intermediary. No Distribution Royalty shall be payable to you until the respective Revenue payment has been actually received by the Company or credited to its account. The Company assumes no liability for any interruptions, delays, errors or any suspensions of reports or pay-outs.
Currently the only pay-out service used is PayPal. You must hold a PayPal account to be able to receive your earned Distribution Royalty. The Company reserves the right to add and change the pay-out service. It is your responsibility to notify Company of any changes to your payment information. In the event that you do not have a valid method of payment on file, the Company reserves the right to withhold a pay-out until such time that a valid payment method has been submitted.
Company shall make all payments to you in USD and to the PayPal account provided by you via the Distribution Service. If the amount due is less than one hundred USD ($100), such amount will not be paid and will be carried forward to the end of the accounting period in which aggregate amounts due to you are one hundred USD ($100) or more, unless your access or use to Distribution Service is terminated or cancelled, in which case the payment will be made provided that the amount due is twenty USD ($20) or more. Please note that the Company reserves the right to, without a prior notice, suspend or terminate the Distribution User’s account and/or access to the Distribution Service, and/or withhold any Distribution Royalties and respective pay-outs, and/or take down Recordings, should the Company, the Intermediate or any relevant Store suspect or detect, in the their absolute discretion, that a Distribution User is involved in Fraudulent Activity. In the event of withholding pay-outs relating to suspected or detected Fraudulent Activity, any amounts due to the Distribution User for any Fraudulent Activity or otherwise unauthorized use of the Distribution Service may be recouped by withholding such amounts from future Distribution Royalty payments due to the Distribution User and to the extent any Fraudulent Activity is determined to be caused by the Distribution User’s actions, any costs incurred by the Company, the Intermediate, the Company’s licensees, authorized third parties and/or affiliates (including legal fees and expenses) in connection therewith may, in addition to other remedies, be deducted by the Company from any future Distribution Royalty payments due to the Distribution User.
You shall be responsible for any payment fees or related charges for the payment of any Distribution Royalties. You shall be responsible for reporting and paying any applicable taxes according to the applicable tax laws. The Company does not handle tax payments on behalf of the Distribution Users.
You may at your sole cost audit Company’s books and records solely to the extent that they relate to the exploitation of Recordings under this Distribution Agreement on giving Company reasonable advance written notice, in any event no more than once per annum. If any such audit reveals an underpayment that is accepted by the Company, the Company will promptly pay such underpayment to you. Any object to any accounting statement or lawsuit arising therefrom must be made (and any lawsuit commenced) no later than one (1) year after the date the accounting statement is rendered. You hereby waive any longer statute of limitations that may be permitted by law. Notwithstanding anything to the contrary contained herein, in the event that no Distribution Royalties are due to you, Company shall have no obligations to provide a statement indicating that no payment is due.
Should a Store or Intermediary report the wrong amount, however great, of Distribution Royalties that you have earned, the Company reserves the right to retroactively amend this. The Company assumes no liability regarding reports from the Intermediary or the Stores.
10. Third Party Services
Distribution Service may be contain Third Party Material. All Third Party Materials are subject to copyright, trademark and other intellectual property rights of the respective Third Party Services, who retain all rights therein. Third Party Materials are subject to their own license terms and are licensed for sole use on the FAIM Services. To the extent you wish to use any Third Party Material outside the FAIM Services, you are responsible for procuring any necessary rights for such use from the respective Third Party Service. The Company does not assume any liability in regard to exploitation of Third Party Material, whether or not such Third Party Material is linked to or integrated in FAIM Services, including Distribution Service.
Third Party Services may have their own terms and conditions and privacy policies, and your use of these Third Party Services will be governed by and subject to such terms and conditions and privacy policies. The Company is not in control of such terms and conditions and privacy policies, and the Company will not have any liability arising from terms and conditions and privacy policies governing the rights and/or obligations between you and any Third Party Service, even when such terms and conditions and privacy policies are available on or accessed via Distribution Service. Please read all applicable legal documentation carefully before starting to use or continuing using Third Party Services, whether on or outside Distribution Service.
Distribution Service may contain links to independent third-party websites. Any links are provided solely for your convenience, and the Company does not control or endorse any of them. The Company shall not be responsible for the content, promotions, security, tracking policies or privacy policies of any linked websites.
11. Representations and Warranties
You warrant, represent, undertake and agree that:
You hereby agree that the Company may, without a prior notice, suspend or terminate the Distribution User’s account and/or access to the Distribution Service, and/or withhold any Distribution Royalties and respective pay-outs, and/or take down Recordings, should the Company, the Intermediate or any relevant Store suspect or detect, in the their absolute discretion, that a Distribution User is involved in Fraudulent Activity. In the event of withholding pay-outs relating to suspected or detected Fraudulent Activity, any amounts due to the Distribution User for any Fraudulent Activity or otherwise unauthorized use of the Distribution Service may be recouped by withholding such amounts from future Distribution Royalty payments due to the Distribution User and to the extent any Fraudulent Activity is determined to be caused by the Distribution User’s actions, any costs incurred by the Company, the Intermediate, the Company’s licensees, authorized third parties and/or affiliates (including legal fees and expenses) in connection therewith may, in addition to other remedies, be deducted by the Company from any future Distribution Royalty payments due to the Distribution User.
You agree that you are solely responsible for (and that the Company has no responsibility to you or to any third party for) any breach of your obligations under the Agreements and for the consequences (including any loss or damage which the Company may suffer) of any such breach.
To the fullest extent permitted by applicable laws, you agree to indemnify and hold the Company, the Intermediary, the Company’s licensees, authorized third parties and affiliates (including any directors, members, employees, members and other representatives) and the Stores harmless from and against all costs, damages, liabilities, losses, and expenses of any kind (including reasonable attorney fees and costs) arising out of:
13. Distribution Term
The Distribution Term shall commence on the date you agree the Distribution Agreement and access the Distribution Service, and automatically extend and continue unless and until you provide Company at least thirty (30) days’ advance written notice of your desire to terminate the Distribution Agreement, or unless Company sends you written notice of termination at any point.
Upon termination of the Distribution Term:
Notwithstanding termination in accordance with this section, all provisions of this Distribution Agreement which by their nature should survive termination, shall survive termination, including, without limitation, warranty and representations, disclaimers, indemnification, confidentiality and limitations of liability. Notwithstanding termination in accordance with this section, the Terms of Service shall survive termination of this Distribution Agreement, and the termination of the Terms of Service and shall be done in accordance with the provisions in the Terms of Service.
If, following the Distribution Term, Company through no fault of its own continues to receive Revenue, Company will pay you respective Distribution Royalties. Please note that it is your responsibility to notify Company of any changes to your payment information. In the event that you do not have a valid method of payment on file, the Company reserves the right to withhold a pay-out.
14. Limitations of Liability
You agree that, to the extent permitted by applicable laws, your sole and exclusive remedy for any problems or dissatisfaction with the Distribution Service is to terminate the Distribution Agreement and to stop using the Distribution Service.
In no event shall the Company, its officers, shareholders, employees, agents, directors, subsidiaries, affiliates, successors, assigns, suppliers or licensors be held liable or responsible for:
The Distribution Service is provided “as is” and “as available”, without express or implied warranty or condition of any kind. You use the the Distribution Service at your own risk. To the fullest extent permitted by applicable law, the Company makes no representations and disclaim any warranties or conditions of satisfactory quality, merchantability, fitness for a particular purpose, or non-infringement.
16. Copyright Policy
The Company respects the Rights Holders. If you believe that any content on the Distribution Service infringes your intellectual property rights or other rights, please contact support. If the Company is notified by a copyright holder that any Recording, Metadata or Related Material infringes a copyright, the Company may in its sole discretion take actions without prior notification to the Distribution User that has provided such content. If the Distribution User that has provided such content believes that the content subject to the copyright claim is not infringing, the Distribution User may submit a counter-notification to the Company with a request to restore the removed content. If you believe that any Recording, Metadata or Related Material infringes any other intellectual property rights or does not comply with this Distribution Agreement, please contact support.
The Company reserves the right to take action as demanded by the applicable laws in case it receives intellectual property rights claims regarding your Recordings, Metadata and Related Material. You acknowledge and agree that Company has limited practical ability to control or monitor possible infringement of your intellectual property rights by other parties and that Company assumes no responsibility for controlling, monitoring or enforcing such alleged infringement.
17. Service Limitations And Modifications
The Company will make reasonable efforts to keep the Distribution Service operational. However, please note that Distribution Service may at any time be interrupted e.g. due to installation, change, maintenance work or if required by law. The Company reserves the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the Distribution Service, or the Distribution Service wholly, with or without notice, all without liability to you, except where prohibited by law.
The Company reserves the right to reject or remove any Recordings or Related Material from the Stores and the Distribution Service. The Company also reserves the right to terminate the Distribution User’s access to the Distribution Service without notice.
18. Amendments and Updates
The Company reserves the right to amend, modify or update the Distribution Agreement or any part thereof without separate notice to you. However, the Company shall inform you of any changes that are material by nature on the Distribution Service or by e-mail to the e-mail address submitted to FAIM Services by you. If you do not agree to the amended Distribution Agreement, you shall discontinue the use of the Distribution Services and terminate your Distribution Term.
During and five (5) years after the Distribution Term, neither Distribution User or their respective affiliates, agents or representatives (each, “Receiving Party”) shall disclose or reveal to third parties:
Receiving Party shall not use any above material or information for any other purposes than those stated in this Distribution Agreement.
The confidentiality obligation shall, however, not be applied to material or information which:
In the event that a Receiving Party is required by law to disclose any confidential material, the Receiving Party shall notify the Company in writing prior to disclosure of such information.
20. No Joint Venture
Nothing in this Distribution Agreement constitutes a partnership, employment, joint venture or contract of agency between the parties.
21. Force Majeure
The Company takes no liability or responsibility for failures in providing any of the Distribution Services, if such failures are caused by an event beyond control which prevents the Company from complying with any obligations under this Distribution Agreement (“Force Majeure”). Force Majeure events include, but are not limited to, fires, earthquakes, tidal waves, floods, war, hostilities, invasion, embargo, revolution, civil war, riot, strikes, lockouts, acts or threats of terrorism, commotion, failures of public or private telecommunication networks, third party force majeure and an epidemic. Should an event of Force Majeure occur, the Company will notify you as soon as reasonable and give an estimate when due fulfilment can be expected.
The Company may assign the Agreements, including Distribution Agreement or any part of it, and the Company may delegate any of its obligations under the Agreements. You may not assign the Agreements or any part of them, nor transfer or sub-license your rights under the Agreements, to any third party.
Unless as otherwise stated in the Distribution Agreement, should any provision of the Distribution Agreement be held invalid or unenforceable for any reason or to any extent, such invalidity or unenforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of the Distribution Agreement, and the application of that provision shall be enforced to the extent permitted by law. Any failure by the Company to enforce the Distribution Agreement or any provision thereof shall not waive the Company’s or the applicable third party beneficiary’s right to do so.
24. Applicable Law
This Distribution Agreement shall be governed by and construed in accordance with the laws of Finland without regard to its principles and rules on conflict of laws.
25. Dispute Resolution
The Company is committed to work in good faith to resolve any issue Distribution User has regarding the Distribution Service, and the Company encourages you to contact support in case of any issues regarding the use of the Distribution Service. All disputes, controversies or claims between the Company and the Distribution User arising out of this Distribution Agreement, shall be primarily resolved by amicable negotiations.
However, the Company realizes that there may be rare cases where the Company may not be able to resolve an issue to a Distribution User’s satisfaction. Any dispute, controversy or claim arising out of or in relation to the Distribution Agreement, or the breach, termination or validity thereof, which cannot be settled through negotiations between the parties, shall be submitted to the exclusive jurisdiction of the District Court of Helsinki, Finland.