Digital Distribution Agreement

1. Definitions

A. This is a legal agreement between you and Ambitiouz Move. You jointly agree to the terms and conditions set out in this agreement.

B. As used in this agreement, the following words and expressions shall have the following  meanings:

1. Audio and Audio-Visual Recordings: means any composition (including words and/or music and or music video) written and/or composed and or controlled in whole by you.

2. Digital Distribution Services: shall be defined as the sound recordings(songs) and audiovisual recordings (music videos) that you submit to Ambitiouz Move for release onto streaming platforms (DSP’s). You agree to submit all recordings, metadata, images, and artwork at your sole expense, in the format(s) required by Ambitiouz Move and the Consumer Stores (DSP’s), for the content to be streamed and or downloaded.

3.Territory: refers to the geographic area(s) in which the licensed music can be used. The "Territory" of this agreement shall be the World including aircraft in flight, seafaring vessels, and the Internet.

4.Term: means the term of this agreement, which is 2 (two) years from the date of signature.

5.Digital Distribution: Income means Ambitiouz Move's actual net receipts solely and identifiably attributable to Digital Distribution of your audio and/or audio-visual recordings after deduction of VAT or similar sales or service taxes.

2. Granting of Rights:

A.     You hereby exclusively grant to Ambitiouz Move, during the Term and throughout the Territory, the licence and consent to authorise Digital Distribution Services to store, digitize, copy, and encode your audio and audio-visual recordings, your metadata and/or your cover artwork in digital format and to exploit these, without limitation, the rights to:

Distribute, promote, stream, and make available your audio and audiovisual recordings, metadata and/or cover artwork in digital form, as individual tracks, entire albums, videos

(including videos created using your music, your cover artwork and your metadata) to Digital Distribution Services; and either on-demand or as part of an internet radio or video service, including but not limited to social media such as YouTube or Facebook;

1.     Your audio and audio-visual recordings, metadata and/or your cover artwork any tracks and/or album information, your name, professional name and likenesses, images and and biographical material relating to you in connection with Ambitiouz Move Digital Distribution Services, including their use in any mixed or unmixed digital compilations and/or in any marketing materials to promote you and/or your recordings and/or your music videos, including the creation of music videos using your recordings, your cover artwork and your metadata, in eventual association or not, with the corresponding lyrics;

B.     You irrevocably and unconditionally grant Ambitiouz Move the exclusive right to distribute and exploit your recordings as well as all moral and like rights. To the extent that the rights granted to Ambitiouz Move under this agreement require the consent of third parties (as would be the case, for example, if a third party owns the copyright in one or more your audio and or audiovisual recordings). You specifically confirm without limiting the warranties given in this agreement that You have obtained the prior written consent of those parties to enable You to grant the rights granted to Ambitiouz Move under this agreement.

C.     Ambitiouz Move may, during the Term, subject to your consent and approval grant to third parties’ licences which extend beyond the Term if granted in the ordinary course of business and in good faith. Those licences shall not be affected by the expiry of the Term.

D.     You authorise and direct Ambitiouz Move to collect all income, for your recordings and your music videos throughout the Territory.

3. Representations, Warranties, and Indemnity:

A.     You undertake, represent and warrant that:

1.     you are at least eighteen (18) years of age, and you have the full right, power, and authority to enter into this agreement and to grant to Ambitiouz Move all rights specified in this agreement.

2.     You own or control the rights necessary to make the grant of rights under this agreement and the exercise of such rights by Ambitiouz Move and or any Digital Service Provider (DSP) and/or any third-party client.

3.     None of your recordings or your music videos infringe upon the rights of any person or company and or violate any law or regulation in any territory authorized for Digital Distribution.

4.     You have acquired or will acquire prior to delivery of the applicable your metadata, in writing, from all artists the rights necessary to use their name and/or professional name in your metadata in connection with the Digital Distribution of your music and your music videos.

5.     None of your recordings or your music videos contains any un-cleared master or publishing samples, and you shall supply Ambitiouz Move with full details of all such samples and all clearances obtained should they be required.

B.     Ambitiouz Move undertakes, represents, and warrants that:

1.     Ambitiouz Move has the full right and authority to enter into this agreement.

2.     Ambitiouz Move shall not use or exploit your audio and or audio-visual recordings in a way that is inconsistent with the rights granted pursuant to this agreement.

3.     Ambitiouz Move will keep full and accurate books of accounts.

C.     In the event Ambitiouz Move is notified of a third-party claim in connection with one or more of your audios, audio visual recordings and or cover artwork; Ambitiouz Move will have the right to immediately suspend all Digital Distribution Services to you and the payment of any amount of Digital Distribution Income owed to you, until the claim has been resolved.

D.     In the event Ambitiouz Move requests the takedown of your audios and or audio-visual recordings from the various download and online communication platforms, Ambitiouz Move shall not be held liable for any possible delay by these platforms in proceeding with the withdrawal. Ambitiouz Move’s responsibility is limited to the sending of a written or electronic takedown request (or by any other form of correspondence) and if appropriate, to the sending of a reminder for the withdrawal of your audios and or audio-visual recordings. You expressly acknowledge Ambitiouz Move 's absence of responsibility in such a case.

E.     Ambitiouz Move shall further be entitled to terminate this agreement and such termination shall not prevent Ambitiouz Move to seek indemnification under this agreement.

4. Distribution Fees. Reporting and Payment:

A.     In consideration of the Digital Distribution Services provided by Ambitiouz Move, you agree that Ambitiouz Move shall be entitled to:

1.     In full, collect and receive all Digital Distribution Income derived from your audios and audio-visual recordings.

2.     Deduct and retain the Distribution Fees from Digital Distribution Income for avoidance of doubt the fee breakdown shall be as follows: (i) Artist- Seventy Percent (70%) of income

(ii) Ambitiouz Move – Thirty Percent (30%) of income derived from income.

B.     Ambitiouz Move shall make available by email a statement of the Digital Distribution Income received within sixty (60) days after the end of each calendar quarter, by Ambitiouz Move during such calendar quarter, the deductions from such Digital Distribution Income made pursuant to clause A. 1 & 2 above and the net amount of such Digital Distribution Income payable to you.

C.     If the net amount of such Digital Distribution Income payable to you, exceeds two thousand five hundred rands(R2500) You shall be able to issue a request for payment into your personal bank account and Ambitiouz Move shall pay you by electronic bank transfer as follows: (i)requests for payment received before the 12th of the month will be paid on the 15th. (ii)requests for payment received after the 12th will be paid on the 30th of the month. (iii)To the extent not paid to you, the net amount of such Digital Distribution Income payable to You will be rolled into the following quarter. Such payments might be subject to transfer fees which are to be deducted from your royalty payment.

D.     Upon termination of the Agreement, net amount of income will be paid to you twenty-one (21) days after you issue a request for payment.

5. General Provisions

A. Either Party has the right to terminate this agreement or the Term as result of a material breach of a material provision of this agreement by the other Party if such breach is not remedied within forty (40) days after having been required by written notice to do so

B.  Upon termination of this agreement, Ambitiouz Move undertakes to send one take down notice of all your audios and audio-visual recordings to all Digital Distribution Services, and when necessary, a second follow-up take-down notice, but, in no event, shall Ambitiouz Move be held liable for any delay or failure to take-down any of your audios and audio-visual recordings, by any Digital Distribution Service. Ambitiouz Move shall be entitled to keep a copy of your metadata for the purpose of reporting and archiving Digital Distribution Income information.

C.  You acknowledge that you have been advised by Ambitiouz Move before signing this agreement to seek independent expert advice on the contents of this agreement to enable you fully to understand the terms of this agreement.

D.  This agreement constitutes the sole agreement between the parties and no addition to or variation to it, or no consensual cancellation shall be of any force or effect unless reduced to writing and signed by all parties.

E.  This agreement shall be governed by the laws of the Republic of South Africa.

F.  The failure of either party to enforce any of the provisions of this agreement at any time or any right in terms of this agreement shall not be construed to be a waiver of such provision.

G.    Any notices to be served in terms of this agreement shall be in writing and shall be sufficiently served if sent to the party to be served at the addresses set out on the first page of this agreement, by hand, by prepaid registered post, by telefax or by email. The date of delivery (if by hand, telefax or e-mail) shall be deemed to be the date of service or transmission thereof. The date shall be deemed to be 7 days after the date of posting, if mailed by registered mail. Notwithstanding the foregoing, notices of change of address shall be effective only from the date of the receipt.