TERMS AND CONDITIONS
To distribute your content with us, you MUST unequivocally accept these conditions. Before accepting the following terms and conditions, please read them carefully. I, AS A CONTENT OWNER OR THEIR AUTHORIZED REPRESENTATIVE, UNEQUIVOCALLY AGREE WITH THE FOLLOWING TERMS: Unless the context otherwise requires, the following words and phrases shall have the meanings assigned hereunder:
1. “Artwork” means album cover artwork and any other artwork relating to the Digital Master(s) provided by the OWNER to J-WORLD NTERTAINMENT. Any artwork that is provided by or on behalf of the OWNER before or during the Term will be deemed to have been cleared by the OWNER unless J-WORLD NTERTAINMENT is promptly notified in writing to the contrary.
2. “Content” means all Artwork, Compositions, Clips, Digital Masters, Lyrics, Metadata, Recordings, Promotional Videos and all other materials delivered by the OWNER to J-WORLD NTERTAINMENT in accordance with this Agreement.
3. “Digital Master(s)” means copies of the OWNER’s sound recordings and underlying musical composition that the OWNER owns, controls, or has the requisite rights to distribute in a digital form which J-WORLD NTERTAINMENT may sell or authorize Digital Store(s) to sell via digital transmission, including but not limited to, permanent digital download, streams, “conditional download,” burns, ring tones, real tones, or other digital form as individual tracks or as a whole album, and artwork pursuant to the terms and conditions of this Agreement. Any sound recordings and the underlying musical compositions that are provided by or on behalf of the OWNER must be owned or controlled or cleared by the OWNER. Any sound recording provided by the OWNER shall be deemed subject to this Agreement.
4. “Digital Store” means any third party that J-WORLD NTERTAINMENT may authorize to carry out the marketing, distribution and sale or other use of the Digital Masters subject to the plan(s) subscribed to by the OWNER, and pursuant to the terms of this Agreement. This agreement shall be deemed to apply to any and all digital platforms with which J-WORLD NTERTAINMENT does business presently or in the future, whether or not stated on the face of this agreement and there shall be no geographic limitation on where these materials may be distributed.
5. “Formats” means all digital media formats including but not limited to, the following: MP4, MP3, MP2, D-ROM, Windows Media WMA, RealAudio, CRBT, OGG Vorbis, Sample, AIFF, WAV, Flash, MIDI, Cubase Sequencer file and Sample Cell.
6. “Digital Transmission” – means any transmission, whether sound alone, sound coupled with an image, or sound coupled with data, in any form, analog or digital, now known or later developed (including, but not limited to, “cybercasts,” “webcasts,” “streaming audio,” “streaming audio/video,” “digital downloads,” direct broadcast satellite, point-to-multipoint satellite, multipoint distribution service, point-to-point distribution service, cable system, broadcast station, and any other forms of transmission now known or hereafter devised) whether or not such transmission is made on-demand or near on-demand, whether or not a direct or indirect charge is made to receive the transmission and whether or not such transmission results in a specifically identifiable reproduction by or for any transmission recipient.
7. “Metadata” means the following categories of information in respect to each Digital Master: track title; album title; artist name; genre; copyright information; label name; and Unique Product Identifier; “Explicit Lyrics,” identification; biographical information; sales information- including pricing, date of first release; territories available for release; Songwriter and Publisher information.
8. Net Revenue” means gross revenue actually received by J-WORLD NTERTAINMENT from all sales of the Owner’s Content, adjusted for returns, allowances, refunds, bad debt, overhead, taxes of any kind and union guild or other third party fees that may be required by contract or the Copyright Act.
9. “Service” means any and all digital download, and all other music related services controlled by J-WORLD NTERTAINMENT, including but not limited to J-WORLD NTERTAINMENT www.jworldntertainment.com, and other services provided by J-WORLD NTERTAINMENT “Territory”: means Worldwide.
10. “Term” means the period beginning on the Effective Date of this Agreement and ending 12 months after the Effective Date.
Subject to the terms the OWNER hereby appoints J-WORLD NTERTAINMENT as the Non-exclusive authorized representative for the sale, reproduction and digital transmission of its Digital Masters on Digital store(s), and further grants the following rights:
1. The Non-exclusive rights and license to digitally distribute, reproduce, market, advertise, promote and sell its Content on Digital store(s) in the Territory;
2. To encode and reproduce the content for use into Digital Masters, Video Masters and digital downloads in form of ring back tones;
3. To make available digitally, clips of content by streaming to promote the sale and distribution of the Digital Masters;
4. To use the OWNER’ Content, Artwork and Metadata as necessary to exercise J-WORLD NTERTAINMENT’s rights under the terms of this Agreement;
5. To promote, sell, distribute, digitally transmit and deliver Digital Masters, whether as digital or physical copies, as individual tracks or part of a compilation, entire albums, videos, lyrics and associated Metadata to purchasers who may use such Digital Masters in accordance with agreed terms; PROVIDED that where physical copies of CONTENT are distributed, it shall be for PROMOTIONAL purposes only.
6. To use the Content to promote the OWNER and J-WORLD NTERTAINMENT, and to use the name and likeness, biographical material, logos, trademarks, photographs, symbols, emblems, designs and other visual representations of the OWNER and any other individuals performing or other represented in the Content.
7. To create derivative works including (but not limited to) lyric videos, MOVs for promotional and distribution purposes.
8. To display and digitally transmit and deliver Artwork for use solely in conjunction with the applicable purchased Digital Master.
9. To copy, play and store the Content to computer servers in accordance with the terms of this Agreement;
10. To sublicense the above granted rights to third party platforms for distribution, marketing, advertising and promotion purposes.
11. To do all acts necessary and incidental for/to the furtherance of the purpose (s_) of this agreement.
COMMENCEMENT AND DURATION
This Agreement shall commence on the effective date and shall operate for a period of TWELVE (12) months, except otherwise earlier terminated in accordance with the provisions of this Agreement. After the expiration of the initial term, this agreement shall be auto-renewed annually on the anniversary of the effective date for a further period of 12 months per term until either party elects to terminate the agreement in accordance with the provisions of this agreement. This Agreement shall be so renewed on terms and conditions to be agreed upon by the Parties. The cost of a yearly subscription for the plan of choice shall be deducted by J-WORLD NTERTAINMENT from first revenue generated and payable to the OWNER in a financial year except this is waved by J-WORLD NTERTAINMENT.
– PARTIES’ RIGHTS AND OBLIGATIONS
– OWNER’S Rights and Obligations
The OWNER agrees:
1. To provide and deliver the Content in digital format to J-WORLD NTERTAINMENT. You shall provide e-Masters, Metadata (including artwork) and (to the extent available) photographs and promotional materials for use in promoting the e-Masters and any other materials by sending such contents to J-WORLD NTERTAINMENT. The Content may be sent to J-WORLD NTERTAINMENT via the internet or be physically delivered to J-WORLD NTERTAINMENT’s address stated in this Agreement;
2. To be responsible for and timely pay any royalties and other income due to artists, authors, co-authors, copyright OWNER, co-copyright OWNER, producers, publishers and/or other record royalty participants from sales or other uses of Digital Masters
3. to fully indemnify and hold J-WORLD NTERTAINMENT harmless against all actions, claims, proceedings, damages and/or liabilities, costs and expenses (including reasonable legal costs and expenses) suffered or incurred by J-WORLD NTERTAINMENT arising as a result of any breach or non-performance or non-observance by the OWNER of its warranties, agreements or obligations;
4. That they will not do or permit to be done, nor will it hereafter do or permit to be done, any act of thing which is or may be inconsistent with J-WORLD NTERTAINMENT’s Non – exclusive distribution rights of the Digital Content acquired herein;
5. That J-WORLD NTERTAINMENT will be provided with materials as soon as possible to coincide with album release dates.
6. That no adverse Intellectual Property right will be created with respect to the Content provided, for as long as J-WORLD NTERTAINMENT retains the Non-exclusive rights specified in this Agreement.
7. That J-WORLD NTERTAINMENT is authorized to take any step to prevent or discontinue any manner of infringement of its rights and also stop any unauthorized person(s) or entity from infringing on its digital transmission rights under this Agreement.
8. That this agreement shall cover any and all content whether stated on the face of this agreement or/and subsequent releases delivered to J-WORLD NTERTAINMENT for distribution within the duration of this agreement and subsequent renewals, if any.
J-WORLD NTERTAINMENT‘s Rights and Obligations
J-WORLD NTERTAINMENT agrees:
1. It will promptly notify the OWNER of any infringement or breach of the copyrights or other rights in the Content (including but not limited to plagiarism) as shall come to the attention of the J-WORLD NTERTAINMENT.
2. It shall comply with all laws and regulations concerning the distribution, broadcast, transmission, exhibition and or supply of the Content in the Territory.
3. Notwithstanding the License Period, in cases where Material is to be supplied on loan such material will only be supplied to meet dates which have been agreed by the OWNER and J-WORLD NTERTAINMENT.
4. On a quarterly basis or as soon as practicable but within a reasonable period, it shall make available a report showing the usage of the supplied content, total revenue generated over the relevant period as supplied by the online digital platform.
5. It shall not impair or prejudice the copyright in the Content and all constituent parts thereof.
6. It will not cut or edit the Content other than to correct errors, and where alterations are necessary, obtain OWNER’s consent from the OWNER. J-WORLD NTERTAINMENT will not alter or delete any credit, logo, copyright notice or trademark included in the Content or on any materials supplied hereunder and any such edits or cuts shall not infringe the rights of any third party.
7. That it shall remove content from the service at the end of the Agreement Period or pursuant to the termination according to the Agreement.
8. That it has not and shall not at any time create or allow to be created any liens or encumbrances in respect of the Rights or enter into any Agreements which might conflict or interfere with any of the provisions of this Agreement.
9. It may at any time remove any Content from the service if it determines that such removal is necessary or advisable to avoid liability to third parties or damage to J-WORLD NTERTAINMENT’s business, networks, or customers.
J-WORLD NTERTAINMENT hereby that there shall be a revenue sharing formula of 70% and 30% between the OWNER and J-WORLD NTERTAINMENT respectively, of the Net Revenue subject to the requisite deductions generated from the digital control and management of the Owner’s content. J-WORLD NTERTAINMENT will pay seventy percent (70%) of net revenue received by them from the distribution and/or making available of the download and/or streamed or stored reproductions of the eMasters to the OWNER and will be due the balance of monies – Thirty percent (30%) for services rendered. J-WORLD NTERTAINMENT will not be required to make payment to OWNER for any accounting period where the gross net revenue is less than Five Thousand Naira (N5, 000) (once currency is converted) but such unpaid balance will be carried forward. The OWNER will be entitled to check company logs to verify sums due to them no later than within two years from the date the statement was rendered.
By executing this agreement, the OWNER hereby authorizes J-WORLD NTERTAINMENT to distribute their content on (but not limited to) the following digital stores/Platforms;
1. MTN Music+
2. Boom Play
12. Simfy Africa
14. KK Box
16. Media Net
20. Muve Music
22. Google Play
23. IMI Mobile
30. AAP (iHeart Radio)
32. UMA Music
36. JB Hifi
43. Airtel CRBT
44. 9Mobile CRBT
45. MTN CRBT
46. Glo CRBT
47. Apple Music
48. iTunes Ringtones
COPYRIGHT AND OWNERHIP
As between the Parties, all right, title and interest in the content provided by the OWNER, Digital Masters, Clips, Lyrics all copyrights and equivalent rights embodied therein, and all materials furnished by the OWNER, subject to the rights granted hereunder shall remain the property of the OWNER. All rights, title and interest in and related to the service provided by J-WORLD NTERTAINMENT and all Intellectual Property rights embodied in the service are and shall remain the property of the J-WORLD NTERTAINMENT.
1. Where a derivative work such as a lyric video, MOV is created by J-WORLD NTERTAINMENT from any content belonging to OWNER for the purpose of distribution or promotion, such derivative work shall be deemed to be co-owned by J-WORLD NTERTAINMENT; No such derivative work may be claimed in its entirety by the OWNER.
2. Upon termination or expiration of this agreement, the co-ownership of any such derivative work shall be maintained by both parties, and all revenue generated from such work shall be split between the parties for as long as the copyright in the work shall subsist.
The OWNER represents and warrants to J-WORLD NTERTAINMENT that at the date of this Agreement that:
1. They are entitled to enter into this Agreement and make the grant of rights to J-WORLD NTERTAINMENT, and they have the consent and authorization of the Party(ies) on whose behalf they purport to sign to do same.
2. That they are currently not bound by any exclusive agreement with anyone and do not require the permission of any person to enter into this Agreement.
3. That the Content is not, to the best of the OWNER knowledge and belief, defamatory under Nigerian law of any individual or company and that the Content does not infringe the proprietary or other rights of any Government, Individual, Firm, Company, Corporation or other legal entity.
4. All rights in the Content and performances embodied in the Masters belong to the OWNER and have been cleared for transmission in the Territory.
5. All necessary permissions, licenses, releases and consents have been acquired for J-WORLD NTERTAINMENT’s exploitation of the Content in relation to (i) the use of any material, concepts and ideas upon which the Content is based; (ii) the use of the proceeds of the services of all performers and other individuals who have rendered services for the production of the Content; and (iii) the use of the names, likenesses, approved photographs and biographies for the purposes of advertising and exploiting the Content.
6. That no adverse Intellectual Property claim exists with respect to the Content provided in this agreement.
This Agreement may be terminated at any time by either party providing at least sixty Days (60) days written notice to the other party in the event that:
1. They no longer desire to be bound by the within stated terms and do not wish to continue to do its business thereof
2. The other party is in material breach of any of its obligations under this Agreement and fails to remedy that breach (if capable of remedy) within Thirty (30) days after receiving written notice of the breach; or
3. The other Party goes into liquidation, receivership or administration or becomes bankrupt, makes any arrangement for the benefit of such other Party’s creditors or has a receiver appointed for any such other Party’s assets.
– The expiration or earlier termination of this Agreement shall not relieve either parties of their respective obligations to make any outstanding payments with respect to the sale or other use of Digital Masters in the periods prior to such expiration or termination in accordance with this Agreement;
-Upon the expiration or earlier termination of this Agreement, J-WORLD NTERTAINMENT will promptly cease selling or providing the OWNER’s Content in connection with the service.
-Termination of the Agreement shall not affect the continuing validity of all obligations to make outstanding payments, warranties representations and indemnities given by one party to the other.
Neither party shall during the life of this Agreement or thereafter disclose to any third party, or use for any purpose financial and/or commercial information gained in connection with this Agreement, nor the terms and payments due, but each party may disclose to its officers and employees such information as may be required for them to fulfil the proper performance of their duties, and may be used in the proper exercise of its rights and obligations under this Agreement. The obligations of confidence and restrictions on disclosure shall not apply in the following circumstances:
-where such information was already known prior to this Agreement;
-where such information was already in the public domain; or
-Where disclosure is required by any law in force or any Court of competent jurisdiction in Nigeria during the relevant period.
The parties agree that the provisions contained in clauses 4(c), 7, 8, 11 (d) and 12 shall survive any termination or expiration of this agreement.
No party will be liable to the other for any delay or non-performance of its obligations under this agreement arising from any cause or causes beyond its reasonable control including but not limited to any of the following: act of God, governmental act, war, fire, flood, explosion or civil commotion.
It is hereby acknowledged that the Agreement contains the sole terms and constitutes the entire Agreement existing between the parties and that it supersedes all prior Agreements, understandings or arrangements made between the parties with respect to the Content. It is further acknowledged that any amendment, modification, riders, annexures, discharge, waiver or variation of the Agreement shall only be binding if made in writing and signed by or on behalf of both the OWNER and J-WORLD NTERTAINMENT.
GOVERNING LAW AND DISPUTE RESOLUTION
Any controversy or claim of whatsoever nature arising out of or relating to the Agreement and/or the License shall be governed by and construed in all respects in accordance with Nigerian law. The Parties shall use their best endeavors to settle any dispute between them. In the event that the Parties are unable to resolve the dispute amicably, such dispute shall be referred to the Lagos state Multi-Door Court House. The costs, fees and expenses of dispute resolution shall be borne equally by the parties hereto, provided, however, that each Party shall bear the cost of preparing and presenting its own claims and/or defenses. PROVIDED that this shall not preclude the arties from seeking injunctive reliefs from the Courts.
Before accepting these terms, you are advised to seek legal advice.
Questions regarding our Conditions of Usage, or other policy related material can be directed to our support staff by clicking on the “Contact Us” link in the side menu or you can email us at: firstname.lastname@example.org