Family in Music Distribution Agreement 

DISTRIBUTION AGREEMENT

Last updated November 25th, 2021

1. Introduction

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.

2. Key DefinitionsAgreements” means collectively this Distribution Agreement, the Privacy Policy, the Terms of Service and other relevant supplemental terms that apply to your interaction with the Distribution Service.

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”):

  • all necessary consents and rights to distribute, publicly perform, exhibit, broadcast, make copies, sell, transmit and make your Recordings available on the Internet, by way of digital distribution and/or transmission online and by way of mobile application, and without limitation, on all Stores;
  • right to license Recordings as those are delivered by or on behalf of you to Company;
  • the right to sell, make sales promotion clips of, copy and otherwise, to the extent necessary under this Distribution Agreement, make use of and alter the Recordings and Metadata and Related Material, by all means and media, of which you submit to the Company, through any and all Stores now available and operational, and also the right to sublicense or otherwise make such rights available for the Intermediary and/or Stores;
  • right to reproduce and use the Related Material approved by you, or otherwise created, for use in connection with this Distribution Agreement and in connection, to the reasonable extent, with the Company’s commercial and promotional  purposes;
  • right to collect, administer, and distribute royalties to, and on behalf of, you in connection with the Recordings; 
  • right for the Company and/or the Intermediary to perform Metadata corrections when necessary;
  • right to authorize third-party partners and/or licensees, which offer services permitting the creation, use and exploitation of so-called “remixes” of your Recordings and so-called “user generated content” embodying your Recordings. 
  • if not provided by you, to obtain for and assign to the Recordings ISRC and EAN/UPC‐A codes (as needed);
  • right to digitise and encode the Recordings and Related Materials into digital files (including any related processes, such as fingerprinting), to make any necessary modifications to the Recordings and Related Materials in connection with such digitisation and encoding, and to store and manage such files;
  • right to perform any other acts deemed necessary to effectuate the purpose of this Distribution Agreement and provide the Distribution Service; and
  • right to do or choose not to do any of the foregoing without further payment to you or permission from you, except as explicitly stated in this Distribution Agreement;

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.

6. Stores

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:

  • You shall comply with the guidelines provided in the Distribution Service, as updated from time to time;
  • All Recordings will be required to have a Universal Product Code (“UPC”) and an International Standard Recording Code (“ISRC”). In the event you have your own ISRC and/or UPC, you shall have the option to apply your code(s) when uploading your Recordings. In any other event, Company shall provide a specific and unique code to your Recordings when uploaded on the Distribution Service;
  • You shall be responsible for determining the necessity of any and all advisory warning status applicable to the Recordings, including but not limited to the need for a parent advisory status;
  • Recordings shall be set a default price, as determined in the Distribution Service from time to time, applying to download purchases of the Recordings. If you choose to specify a price other than that which is set by default in the Distribution Service, you must do so in connection with the Delivery of Materials;
  • The Delivery of Materials should be made no less than ten (10) business days prior to your release date, or any other timeframe given by the Company;
  • Any Recordings, Metadata or Related Material shall not include any content that is threatening, fraudulent, abusive, offensive, discriminating, libellous, defamatory, tortuous, profane, or contains nudity (including, without limitation, any materials which are pornographic or erotica) or obscene, promotes hate, constitutes hate speech, incites violence, invades the privacy of any third party or is otherwise objectionable in the Company’s, the Intermediary’s or any Store’s sole discretion;
  • Any Recordings, Metadata or Related Material shall not misrepresent the source, identity or content of information;
  • Any Recordings, Metadata or Related Material shall not impersonate, or falsely indicate or misrepresent an affiliation with, any person or entity;
  • Any Recordings, Metadata or Related Material shall not falsely indicate or misrepresent your identity in a way which would be infringing upon any third party person’s rights; and
  • Any Recordings shall not comprise generic music such as rain or forest sounds, covers of classical music, podcasts, audio books or radio shows, parodies or tributes.

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.

9. Accounting

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 will not distribute, transmit or store any such Recordings, Metadata, Related Material or other files or material that might infringe copyrighted works;
  • you are not under any disability, restriction or prohibition to enter into the Agreements and grant the rights under the Agreements;
  • you are responsible for all the Recordings and other materials and information uploaded through the Distribution Services;
  • you are the owner or legally represent the owner(s) of the Recordings and the materials and that you possess the full right and authority to enter into, perform all of your obligations under, and grant the rights granted in accordance with the Agreements, provided that if you are entering the Agreements on behalf of a group of individuals or a registered organisation, you agree to the Agreements on behalf of that group of individuals or registered organisation and you warrant that you have authority to grant all Granted Rights and bind that group of individuals or registered organisation and its parents, subsidiaries and sister companies (where applicable) to the Agreements, and that you agree to the Agreements on the entity’s behalf;
  • you will comply with all of the other provisions of the Agreements, at all times during your use of the Distribution Service;
  • you have not entered into any agreement which may conflict with the Agreements;
  • you have obtained all applicable and relevant consents and rights from any Rights Holders;
  • you have, in the case of a cover version (a version of a song and/or lyric for which you are not the author or owner) obtained all relevant consents for such use, and be able to present this consent to the Company;
  • you have a valid and enforceable agreement with, and have secured all necessary consents, clearances and rights from, all third parties whose rights, work, performances or services are embodied in any Recordings or Related Material (including all Rights Holders or artists, producers, (re)mixers, session musicians and rights holders of any audio “samples”, ”loops” or similar snippets embodied in any Recording) to allow you to grant the Granted Rights in accordance with this Distribution Agreement;
  • the Recordings do not contain any audio ”samples”, ”loops” or similar snippets which have not been cleared or else infringe upon the right of any person or third party;
  • you shall not promote violation of third party’s intellectual property rights; 
  • you shall not commit any act which might damage the reputation of the Company or might inhibit, restrict or interfere with the exploitations of the Recordings;
  • the Company’s exercise of the Rights and use of the Recordings and Related Material as per this Distribution Agreement will not violate or infringe upon the rights of any third party, any laws, statutes, rules or regulations, or any other copyrights, trademarks, trade secrets, or other proprietary rights, intellectual property rights, or contracts, that you are aware of or should be aware of;
  • none of the Recordings, Metadata or Related Material contains any threatening, fraudulent, abusive, offensive, libellous, defamatory, tortuous, profane, nudity (including, without limitation, any materials which are pornographic or erotica) or obscene, promote hate, constitute hate speech, incite violence, invade the privacy of any third party, is otherwise objectionable or may expose Company to civil or criminal proceed;
  • none of the Recordings, Metadata or Related Material contains impersonating, or falsely indicating or misrepresenting an affiliation with, any person or entity, or indicate or misrepresent your identity in a way which would be infringing upon any third party person’s rights;
  • all Metadata, Related Material and similar information supplied by you is complete and accurate in all respects;
  • the Company shall have the right to provide information relative to the exploitation of the Recordings hereunder to third parties, to aggregate such information into charts and other comparative information materials and to disseminate such findings in any manner.
  • any artist will not assert any “moral rights” arising in connection with this Distribution Agreement against Company, the Intermediate or the licensees or agents authorised by Company;
  • you are at least eighteen (18) years of age as of the date of accessing and using the Distribution Service;
  • you shall not in any way use the Distribution Services for any unlawful purpose, nor in any way that is or have the purpose of being unlawful, infringing or fraudulent, nor for the purpose to harm or attempt to harm any other person in any way; 
  • you shall not attempt to use another person’s account and/or access another person’s personal payment data through the Distribution Service or use another person’s payment information when using the Distribution Service, without consent of that other person;
  • you shall not provide your password to any other person or use any other person’s username and password;
  • you shall not distribute, alter, modify, sell, rent, sublicense or lease any part or parts of the Distribution Service, or circumvent any technology used by the Company, the Intermediate or the Company’s licensors in relation to the Distribution Service or any content thereof;
  • you shall not “crawl” the Distribution Service or otherwise use any automated means (including bots, scrapers, and spiders) to collect information from the Company, the Intermediary or the Distribution Service; and
  • you shall not include or introduce any malicious content such as malware, worms, trojan horses, spyware, cancelbots or other viruses and malicious codes.

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.

12. Indemnification

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:

  • your breach or alleged breach of this Distribution Agreement, including but not limited to your breach or alleged breach of the warranties and representations and/or use of the Recordings or Related Materials according to this Distribution Agreement;
  • any content or information submitted by you to the Distribution Service; 
  • any activity in which you engage on or through the Distribution Service; and 
  • your violation of any law or the rights of a third party.

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:

  • formal take down notices will be issued to the applicable Stores. The Company will use reasonable commercial efforts to have all Recordings removed within the periods provided under the relevant Store licenses. Company will not be responsible or liable for any take down delay or default by any Store;
  • the Company may delete any Recordings otherwise in its possession and it will have no liability to you for doing so; 
  • the Company shall not be responsible to transfer digital copies of the Recordings or any respective Related Material or Metadata to you during or after the notice of termination. The Company may remove such material at the time of termination. Should you wish to acquire such copies, you must export any digital copies of the Recordings and/or respective Related Material or Metadata at your expense before the end of the notice period or in other schedule provided by the Company; and 
  • the Company shall have no additional obligation to you with the potential exception of payment of any Distribution Royalty earned prior to the date in which the Recordings has been removed. 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.

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: 

  • any failures of the Intermediary, Stores or licensees to timely or accurately report, account and make payment;
  • any claim in connection with an accounting statement or payment that was issued or allegedly due from the Company or a licensee more than twelve (12) months prior to the date the Company receives written notice of the claim;
  • any indirect, special, incidental, punitive, exemplary, or consequential damages; 
  • any loss of use, data, business, or profits, in all cases arising out of the use or inability to use the Distribution Service;
  • aggregate liability for all claims relating to the Distribution Service, Third Party Services, or Third Party Content more than five hundred USD ($500); or
  • any payments, in connection with the Recordings or this Distribution Agreement, due to an individual or entity other than you.

15. Disclaimer

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.

19. Confidentiality

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:

  • any material or information that is marked as confidential and is received from the Company or the Intermediary;
  • any such material or information Receiving Party may become aware of that is related to the Company’s or the Intermediary’s business and business practices; or 
  • any other information which should be understood to be confidential, 

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: 

  • is generally available or otherwise public;
  • Receiving Party has lawfully received from a third party without any obligation of confidentiality;
  • was lawfully in the possession of the Receiving Party prior to receipt of the same material or information from the Company without any obligation of confidentiality related thereto; or
  • Receiving Party must share to individuals on a “need to know” basis, including employees, certified financial advisors and attorneys, in each case provided that said recipients maintain the obligation of confidentiality according to this Distribution Agreement.

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. 

22. Assignment

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.

23. Waiver

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.