Digital Studio Distribution Agreement & Terms of Service
Last Updated : July 30, 2021
Vidya Sangeetam Academy
For Singapore Raga Digital Studio Service
This Distribution Agreement and Terms of Service (this “Agreement ”) is a binding legal agreement between you and Vidya Sangeetam Pte Ltd, Singapore-based Private Limited Company with UEN 202112155R (referred to here as “Singapore Raga”, “our” or “us”) regarding your use of our site and Singapore Raga service to distribute your musical recordings across digital services and stores (our “Service”).
If you are entering into this Agreement on behalf of one or more other people, a group, or a company or other entity, then by accepting this Agreement you represent and warrant to us that you are duly authorized to do so on behalf of all such person(s)/entity(ies) and to bind them to this Agreement and that Singapore Raga is fully entitled to rely on that fact (in which case, the term “you” includes all such artists, people and entities in our performance under this Agreement.
By clicking to agree to this Agreement, you are accepting the terms and conditions below, so please read and understand them completely before doing so. This Agreement will automatically become effective on the date you click to agree to this Agreement (the “Effective Date ”).
Singapore Raga doesn’t take any copyright or other interest in any of your music, only a limited license to distribute.
Please understand that you must own or otherwise have the legal right to reproduce and distribute 100% of the recordings, musical compositions, literary works, dramatic works, spoken word content, artwork and any other material that you intend to provide, upload and distribute via the Singapore Raga digital studio service, including the right to make and distribute digital downloads embodying the musical compositions therein, and electronic transmissions of such musical compositions (including, without limitation, via streaming services), as necessary.
For example, you cannot deliver to us any remixes, or recordings that include samples unless you have all necessary written permission from the songwriters and from the owners of the applicable original recordings.
1 The Singapore Raga Service and Your Recordings
- The Singapore Raga Service enables you to send or upload to our servers digital files containing audio-only musical sound recordings or audio-visual works and the underlying musical compositions, literary works, dramatic works or spoken word content embodied therein (collectively, “Recordings ”) for distribution across our Own Channels (defined below) and third-party digital stores, streaming services, and other digital services within our distribution network ( “Digital Stores”), who may make your Recordings available to their customers and end users (“Customers”). Such musical compositions, literary works, dramatic works or spoken word content embodied in the Recordings are sometimes referred to herein collectively as “Compositions”.
- Recordings must be musical sound recordings of any format. We can currently accept Recordings in WAV, MP3, AIFF, CDDA, MP4 (m4a), Windows Media (WMA) and FLAC formats. We and/or the Digital Stores may require different formats or file sizes from time to time during the Term, and Singapore Raga reserves the right to convert audio/video files of the Recordings as necessary.
- When providing each Recording, you need to provide us with all accompanying data that we or a Digital Store may require (e.g., artist name, album title, each track title, genre), plus any available cover art. For purposes of this Agreement, all such data, metadata, information, image files, artwork and any other materials you provide to us are included in the definition of “Recordings.”
- Singapore Raga owns, creates and manages digital distribution assets like websites, web apps, mobile apps to publish the Recordings. These are referred to as “Own Channels”. In addition, we will provide the Recordings to selected third party Digital Stores. Note that we may not distribute all Recordings provided by you. We will curate and publish the Recordings to our Own Channels and/or Digital Stores based on our vetting and publishing process and as we see fit.
- Once you have provided a Recording to Singapore Raga for distribution, you can request to delete it at any time during the Term. We will remove it from our Own Channels within 20 working days. We will also make sure that the request to take down the song will be communicated across Digital Stores. However, be advised that some of the Digital Stores may require you to directly communicate with them.
2 Own Channels and Digital Stores
- The rights granted by you to Singapore Raga are non-exclusive. Be advised, however, that if you send your Recording(s) to the same Digital Stores via Singapore Raga and a separate service, the double listing of your Recordings may cause complications and/or problems in those Digital Stores.
- We will distribute your Recordings to selected Digital Stores on a worldwide basis (you can’t specify only certain countries or territories for particular Recordings) based on the suitability of the Recordings. The “Territory” of this Agreement is the universe.
- We undertake to provide your Recordings to Digital Stores as quickly as possible. However, it can take a few days to several weeks for us to curate, integrate, process and make your Recordings available across Own Channels and Digital Stores, and varies for each Digital Store and the territory. Please be patient.
- Each Digital Store will determine its pricing to its Customers, as well as format or media and other terms on which it offers recordings (including your Recordings) to its Customers, in its discretion and according to its business model. For example, in some cases your Recordings may be available for permanent digital download on a pay-per-unit basis, in others Customers may pay a monthly subscription fee to be able to stream or temporarily download your Recordings along with other recordings. By way of further example, Digital Stores may also offer your Recordings for free on a promotional basis, alone or together with other recordings, may include (or decline to include) your Recordings in marketing promotions, may create editorial content about your Recordings and the featured artists, may group Recordings by genre or other designation, may create and allow Customers and others to listen to free preview clips of your Recordings, all in their discretion. You can specify suggested retail pricing for certain stores. Note that these prices are just suggestions, and while stores usually adhere to custom pricing, ultimately stores can price however they like. We aren’t responsible for what Digital Stores do, and by opting into this Agreement, you agree to accept and have your Recordings made available to any Digital Store and its Customers in accordance with its pricing structure and other practices and policies from time to time, and in accordance with its agreement with Singapore Raga.
- Digital Stores may choose not to carry one or more of your Recordings at all or in certain territories (or to remove Recordings at any time) per their policies and practices, so we can’t make any guarantees. We may also decline to distribute (or may remove from Digital Stores) one or more Recordings from any or all Digital Stores if we receive any legal claims regarding the particular Recording(s), if we reasonably believe that any legal claims or issues may arise, if a Recording may violate the terms and conditions of any Digital Store, or for any other reason in our business judgment. And if our agreement with any Digital Store expires or terminates, or if that Digital Store ceases to operate entirely or in a particular territory, then your Recordings will no longer be available through that Digital Store.
- By opting into this Agreement, you authorize us to read, understand, and agree on your behalf to be bound by all of the terms and conditions of each Digital Store, and that you and your Recordings and other content will comply fully with those terms and conditions.
3 Your Artist Profile
- When you provide your Recording, we will create an artist profile and use that as a reference to distribute your Recordings.
- Currently, your artist profile will be listed on our company website (our “Site”). Beyond this site, we will also publish the Artist Profile across multiple digital platforms, including social media channels, for promoting your Recordings, other artist recordings and Singapore Raga services.
4 Term and Termination
- The term of this Agreement (the “Term”) will begin on the Effective Date and will continue for one (1) year, unless renewed or terminated earlier.
- The Term will renew automatically at the end of each annual contract period unless you terminate in writing prior the end of the then-current contract year via email.
- Singapore Raga may terminate the Term for any reason, including but not limited to if we reasonably believe that you or any of your Recordings or other content have violated this Agreement or the terms and conditions of any Digital Store, that you or your Recordings infringe the intellectual property or other rights of any person or entity, if we are told by any Digital Store or reasonably believe that Digital Stores will not accept your Recordings or other content specifically or categorically, or that you are otherwise abusing our Service or any Digital Store or engaging in fraudulent or illegal activity. We may also terminate the Term if our Service is discontinued for any reason.
- After the end of the Term, we will notify all applicable Digital Stores to remove your Recordings and will have no further obligation to you other than to account and pay for any monies earned during the Term. Customers who downloaded or otherwise accessed your Recordings may be able to retain and continue listening to your Recordings even after the Term of this Agreement is over.
5 Grant of Rights
- In order for us to provide the Service and to distribute your Recordings and related content to selected Digital Stores via our Service and/or on Singapore Raga’s Own Channels, our lawyers and the Digital Stores need us to confirm that you grant us the non-exclusive, sub-licensable right and license during the Term and throughout the Territory to:
- reproduce and distribute your Recordings, to Digital Stores for them to sell or sublicense to their Customers by any and all applicable digital (non-physical) formats, configurations, technologies and methods to any and all capable devices (including, without limitation, to personal and tablet computers and smartphones), in each case as now or hereafter known. Without limiting the foregoing, you acknowledge that the foregoing rights include the rights to allow Digital Stores and/or their users to synchronize your Recordings in timed relation with visual images, and any necessary rights of performance and reproduction required for the operation of such Digital Stores;
- create, reproduce, publicly perform and make available, and to authorize Digital Stores to reproduce, create and publicly perform and make available, free preview clips of your Recordings via streaming format either on Own Channels or via the Digital Stores;
- display and otherwise use your artist(s) and/or label name and logo (if you have one) and all artwork, song and album titles, all trademarks, service marks, logos and trade names, and all artist, songwriter, producer and mixer names and approved likenesses, each as embodied in metadata within the Recordings or otherwise provided by you (“Materials”), on Singapore Raga Sites, on the Digital Stores’ sites and services, and in any marketing, advertising or promotional materials for our Service or for the Digital Stores. Without limiting the foregoing, the Digital Stores may (but shall have no obligation to) create editorial content regarding you and your Recordings and may classify or categorize the same for inclusion within one or more genres;
- collect income from the Digital Stores from their usage of your Recordings (and to collect income after the Term from usage of your Recordings during the Term);
- notify Digital Stores and other third parties of our rights and relationship per this Agreement, and to include your name and logo (if you have one) in any listing of Singapore Raga licensors.
- You also grant to us and to the Digital Stores the right and license during the Term and throughout the Territory to take all steps desired or required to effect the foregoing rights and to distribute your Recordings and Materials as contemplated in this Agreement, including without limitation, to store, host, cache, reproduce, convert, edit, serve, transmit and publicly perform such Recordings, and as otherwise required pursuant to our agreements with those Digital Stores, as may be amended from time to time during the Term. You understand that Digital Stores may grant to Customers rights to use your Recordings beyond the Term of this Agreement, even perpetual rights. As noted above, Digital Stores and/or we may decline to distribute or otherwise use any Recordings or other Materials (or to remove any Recordings that have already been distributed or offered to Customers) in our reasonable business judgment. You will be deemed to have approved any artwork, photographs, biographical material or other information or materials that you provide to us.
- Additionally, and in no way limiting any rights granted by you herein above, you hereby grant to Singapore Raga a direct license to publicly perform your Recordings (which, solely for purposes of clarity, include the Compositions) on our Own Channels.
- In the event you are affiliated with a performing rights society, performing rights organization or other collection society (“PRO”) to which you have granted the non-exclusive right to administer the public performance rights in and to your Recordings and/or Compositions, you agree to notify each such PRO, in accordance with the requirements of your applicable PRO membership agreement(s), of your agreement to grant the direct public performance license pursuant to this paragraph and as otherwise provided in this Agreement.
6 Your Responsibilities
- You are solely responsible for and must have obtained all necessary rights, licenses, waivers, clearances and permissions, including without limitation all music publishing rights and licenses in order to distribute, reproduce, display, publicly perform, synchronize with audio-visual works or otherwise use the Compositions (including the lyrics of such Compositions) for all Recordings and other Materials provided to Singapore Raga.
- Without limiting anything in this Agreement, you are solely responsible for and shall timely pay any and all royalties, including without limitation all mechanical royalties and synchronization fees, and all other amounts due to artists, producers, mixers, engineers, licensors and any other royalty participants from the sales, license, performance and/or other usage of your Recordings and Materials. You understand and acknowledge that Singapore Raga will not be making any such payments on your behalf or otherwise. We do not and cannot provide you with legal advice regarding your obligations to third parties, so please consult a qualified lawyer before entering into this agreement and uploading any recordings to our service
7 Payment and Accounting Terms
- In full consideration of the rights and licenses granted hereunder, we will pay to your assigned bank account a prorated amount of monies that we actually earn and/or receive. For this purpose, Singapore Raga will consolidate, calculate and publish our earnings through a periodic Artist Earnings Report, currently published once a quarter. Based on this report, Singapore Raga will determine if, and to what extent, the proportion of such monies shall be payable hereunder. Without limiting the immediately preceding sentence, Singapore Raga may determine to distribute such monies (i) based on suggestions from you and other artists on which artists to support (ii) on a pro-rata basis based on the number of artists with whom Singapore Raga has distribution agreements; (ii) based on an historical earnings and/or proxy formula determined by Singapore Raga and/or (iii) based upon the amount the Digital Store actually credits Singapore Raga for your Recordings.
- Any sums that we receive in foreign currency will be converted to U.S. Dollars at either the same rate received by us, or current spot exchange rate at the time of transaction from store to Singapore Raga, or from Singapore Raga to you. For the avoidance of doubt, your payment is an “all-in” pay-through payment, from which you are solely responsible for paying and accounting to all applicable taxes, tariffs, licensors, songwriters, publishers, artists, producers, mixers and other third parties. We cannot offer any legal, tax, accounting and other advice; please consult your own advisors regarding those matters.
- You understand and acknowledge that Digital Stores may retain for themselves a portion of income that they receive from Customers and may deduct or withhold sums from the amount that they pay to Singapore Raga. Sums retained or withheld by Digital Stores may include, without limitation, taxes and tariffs, administration fees, royalties or fees paid to third parties, wire transfer fees, and credit card processing fees and chargebacks. Singapore Raga shall be entitled to rely on payments and accountings received from Digital Stores. Any objection relating to any accounting statement or any lawsuit arising therefrom must be made (and/or lawsuit commenced) no later than six (6) months after the date the Artist Earnings Report is rendered, and you waive any longer statute of limitation that may be permitted by law. You shall have no right to inspect or audit our books and records, or those of Digital Stores.
- Singapore Raga makes payments via various digital remittance methods and may deduct fees incurred by Singapore Raga in remitting payment. It is your responsibility to make sure your payment method is functional. During the Term, we may change or add additional payment methods. Singapore Raga also communicates with you via email so you also must provide Singapore Raga with an active email account to receive important notices from Singapore Raga, and you are responsible for making sure the email account is active, able to receive emails from Singapore Raga, and that your email address on file with Singapore Raga is up-to-date.
- We reserve the right to withhold monies due to you if, based on appropriate and correct information that is timely submitted to and received by us, withholding is required under applicable law. You agree to indemnify us and you will be responsible for any costs, expenses and liabilities we may pay or incur as a result of any incorrect, inaccurate or misrepresented tax or financial information provided by you.
- If we receive a claim or notice or otherwise reasonably suspect that any of your Recordings or Materials or your use of our Site or Service breaches any agreement, infringes any third party rights, violates this Agreement or any law, rule or regulation, that there is a dispute regarding the Recordings or Materials (including without limitation as to ownership or payment of monies), or that your activities involve misrepresentation, misconduct, deception, fraud, or other inappropriate conduct, then in addition to any other available rights and remedies, we may suspend or terminate the distribution of your Recordings and/or the Term of this Agreement and/or withhold payment of monies to you in an amount reasonably attributable in our discretion to such Recording(s), Material and activity until and unless any and all claims or other conduct are favourably resolved to our reasonable satisfaction, and we may deduct from your payments our related attorneys’ fees and legal costs in connection. You will forfeit any monies that are attributable to your fraud, infringement or other illegal activity.
8 Warranties of Ownership, Non-Exclusivity and Originality
By offering the Work for release under this Agreement, you represent and warrant the following:
- You are at least 18 years old and have the right and authority to enter into this Agreement. If you are part of a group, band or more than one person, you have the right and authority to enter into this Agreement on behalf of such group, band or institute.
- You own the Recording and/or have secured rights in the Recording necessary to grant the distribution rights hereunder and to permit the lawful exercise of the rights hereunder, including samples, excerpts, recordings, lyrics, rhythms and melodies.
- The Recording does not infringe the copyright, trademark, publicity rights, common law rights, or any other right of any third party or is otherwise illegal or constitute defamation, invasion of privacy, pornography or any tort injury to any third party.
- You currently are not bound by an exclusive agreement with any record company and have taken the permission of any other party to enter into this agreement.
- If you have entered into an agreement with any record label (“Prior Agreement”), you have reviewed the Prior Agreement who has determined that you have the legal right to enter into this Agreement and assume the duties hereunder and that Singapore Raga has the right to use the Recording as provided herein. You agree to provide Singapore Raga with a copy of any Prior Agreement, upon request by Singapore Raga.
9 No Warranties; Limitation of Liability
- The site and service are offered and provided to you as-is. Singapore Raga makes no guarantees, representations or warranties, express or implied, statutory or otherwise, including without limitation as to the amount of income that may be earned by or payable to you hereunder, or as to the condition, quality, continuity of operation, performance, merchantability or fitness for a particular purpose of our site or service. We do not guarantee that access to or use of the service will be continuous, uninterrupted, error-free or secure. Any and all warranties are expressly disclaimed and excluded.
- To the maximum extent permitted by law, neither Singapore Raga nor any of its affiliates, employees, owners, employees, representatives or agents will be liable for any indirect, incidental, special, exemplary, punitive or consequential damages, including without limitation loss of profits, lost sales, loss of data or loss of goodwill, for any acts or omissions of digital stores or their customers, id services, or for your use of or access to the site or service, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not we have been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose. In no event will Singapore Raga’s aggregate liability arising out of or in connection with this agreement exceed the sums actually due to you in accordance with paragraph 7.a above. The limitations of damages set forth above are fundamental elements of the basis of the agreement between Singapore Raga and you.
- A party’s waiver of a breach of any provision of this Agreement by the other shall not operate or be construed as a waiver of any subsequent breach of the same provision or any other provision of this Agreement. If any provision hereof is found invalid or unenforceable pursuant to judicial decree or decision, the remainder of this Agreement shall remain valid and enforceable according to its terms, such determination shall not affect any other provision hereof, and the unenforceable provision shall be limited solely as necessary or replaced by an enforceable provision that most closely meets the commercial intent of the parties.
- Singapore Raga will not be liable for a curable breach of this Agreement unless you provide us with written notice specifying the alleged breach that we confirm receipt of, and we fail to cure such breach within ninety (90) days thereafter.
- We may direct all notices and communications to you via the email address or street address associated with your account and/or via your dashboard account on the Site. All notices to Singapore Raga shall be sent to us at firstname.lastname@example.org
- We may assign, delegate, pledge, encumber, sublicense and otherwise transfer, this Agreement and/or any or all of our rights and obligations in order to operate the Service and Site. This Agreement will be binding on and inure to the benefit of the parties and their respective assigns and successors in interest.
- We reserve the right to modify, discontinue or terminate the Service at any time and without prior notice. We are under no obligation to provide the Service continuously, or at all.
- The relationship between the parties is that of independent contractors. This Agreement shall not be deemed to create a partnership or joint venture, and neither party is the other’s agent, partner, employee, or representative.
- This Agreement shall be construed and enforced exclusively in accordance with the laws of the Republic of Singapore, without regard to its conflict of laws principles. Any action or proceeding brought by either party against the other arising out of or related to this Agreement shall be brought only in a court of competent jurisdiction located in Singapore, and the parties irrevocably consent to the in persona jurisdiction and venue of said courts.
Musical Work / Recording(s) Title
This agreement is applicable to the recording(s) submitted to Singapore Raga Digital Studio by you.
Thank you for reading through our Distribution Agreement and Terms of Service. As the service evolves, we keep refining this page. So, please review this page frequently.