AGENCY AGREEMENT SUBSCRIPTION TERMS
Last update: March 11, 2024
This Agency Agreement (the "Agreement") is entered into by and between VS GLOBAL LEADERS FACTORY S.L.U. organized under the laws of Spain, with its principal place of business located at c/ Enric Morera 5, Bx 08902, L’Hospitalet del Llobregat, Barcelona, Spain (“Distromotion” or the "Agent"), and You (the "Recording Rights Holder" or “RRH”).
Contents
1. APPOINTMENT. 1
2. DUTIES OF THE AGENT. 2
3. COMPENSATION.. 2
4. LIABILITY. 2
5. DATA PRIVACY. 3
6. TERM AND TERMINATION.. 3
7. LINKS To Other Web Sites. 4
8. CHANGES. 4
9. USER CONTENT. 4
10. COPYRIGHT AND OTHER INTELLECTUAL PROPERTY. 5
11. ASSIGNMENT RIGHTS. 5
12. GOVERNING LAW.. 5
13. DISPUTE RESOLUTION.. 5
14. ENTIRE AGREEMENT. 5
15. AMENDMENTS. 6
16. NOTICES. 6
1. APPOINTMENT
1.1. The RRH hereby appoints Distromotion to act as the exclusive agent for rights management, worldwide to the maximum extent permitted by the Law, for the master copyright and all copyrights of each recording (sound recordings), as well giving the right to Distromotion as an Exclusive Licensee which will distribute to the RRH any monies it obtains from collecting societies pursuant to its appointment under this agreement. Any monies collected will be reported to RRH quarterly, semiannually, or annually depending on the Distromotion reports timing. Exclusive means RRH agrees not to engage, authorize, or permit any other party or agent to manage, promote or represent his/her master copyright and all the copyrights of each recording covered by these Terms. RRH represents and warrants that he/she has the full legal right and authority to grant this exclusivity to Distromotion, and that there are no existing agreements or understandings with any third party within the scope of this agreement.
1.2. The RRH acknowledges and accepts that all sound recordings uploaded through its account in the Agent’s platform are considered to be submitted for registration with PPL (´Phonographic Performance Limited´, a company incorporated under the laws of UK, registered before the Companies House No. 288046, with registered office at 1 Upper James Street, London, W1F 9DE) or any other third-party providing equivalent services, that may be selected at any time at Distromotion’s sole discretion, and thus automatically covered by this Agreement under an exclusive basis. Should you decide to revoke, totally or partially, the rights granted to the Agent under this Agreement and subject to the termination provision (clause 6), you commit to directly inform PPL or the third-party providing equivalent services in due time and manner and carry out the required steps in order to de-register the sound recording(s) from their platform. The RRH shall assume full responsibility for any and all consequences arising from such de-registration. Our Terms of Service incorporate Third Parties’ End User Agreement, which you accept in its integrity by using our Service. Therefore, ‘Terms of Use’ as used in this agreement may refer and comprise the Third Parties’ End User Agreement.
1.3. The RRH acknowledges that he/she may have the option to acquire other associated products and services that may be offered from time to time by Distromotion. The terms and conditions governing the acquisition of such additional products and services shall be outlined separately and shall not alter the terms of this agreement unless expressly stated otherwise.
2. DUTIES OF THE AGENT
Upon request by the RRH, the Agent shall perform the following tasks:
a. Complete the process to register the RRH as a rights holder or Exclusive Licensee member of PPL;
b. Complete the process to register the RRH as a member of VPL;
c. Have exclusive (including to the exclusion of the RRH) access to view and amend the RRH’s PPL account; details including correspondence address, financial statements, and bank details for PPL payment;
d. Receive and respond to any new service category notifications issued in respect of any rights appointment between the RRH and PPL, including authorisation to not respond to the same where appropriate;
e. Submit sound recordings owned or controlled by the RRH for registration with PPL and make updates and amendments to the same according to PPL’s data policies and procedures from time to time;
f. Make representations, submit evidence and agree settlements or other positions in respect of the rights owned or controlled by the RRH in the sound recordings referred to above, in accordance with instructions received by the RRH.
g. Any additional tasks required for the proper execution of the duties as an agent shall be deemed covered under the terms of this agreement.
3. COMPENSATION
3.1. The Agent is authorised to receive any monies paid out by PPL in relation to the RRH’s membership of PPL and give good receipt to PPL therefore. The RRH agrees to pay the Agent a commission of 10% of such monies paid by PPL to the Agent. Thus, the Agent is entitled to deduct the 10% commission prior to transferring the remaining amount to the RRH.
3.2. Distromotion reserves the right to apply and deduct up to an additional 10% of the monies obtained for administrative fees and other related expenses, including but not limited to the management and maintenance of the files of the RRH within the Distromotion’s platform. Such deductions shall be made in accordance with the terms outlined in this Agreement and the RRH acknowledge and agrees to such deduction by subscribing to this Agreement.
4. LIABILITY
4.1. The RRH hereby acknowledges and agrees that the Agent acts strictly as an intermediary between the Principal and PPL or the third-party service provider(s). The Agent's role is solely to facilitate the engagement of services between the Principal and the service provider(s), and at no time shall the Agent be deemed as a provider of such services. The RRH further acknowledges that the Agent is not responsible for, and shall not be held liable for, any misconduct, negligence, contractual breach, or any other wrongful acts or omissions committed by the service provider(s). RRH agrees to indemnify and hold the Agent harmless from any claims, losses, damages, liabilities, costs, and expenses (including but not limited to attorneys' fees) arising from or related to any acts or omissions of the service provider(s). The RRH understands that the Agent does not provide warranties or guarantees concerning the performance, quality, or outcomes of the services rendered by the service provider(s). Any disputes or legal proceedings that arise due to the services provided shall be directed to and dealt with directly with the service provider(s) involved. This clause shall survive the termination of the agreement and shall remain in full force and effect to the extent necessary to protect the Agent from liability for the service provider(s)' actions.
4.2. Neither party shall be liable to the other for any indirect, special, incidental, or consequential damages arising out of this Agreement.
4.3. Indemnification: Each party agrees to indemnify and hold harmless the other party from any claims, losses, damages, and liabilities arising out of its breach of this Agreement or its negligent or willful misconduct.
5. DATA PRIVACY
5.1. Compliance with Laws: Both parties shall comply with all applicable data protection and privacy laws and regulations, including but not limited to the General Data Protection Regulation (GDPR).
5.2. Data Protection: The Agent shall ensure that any personal data obtained during the course of its duties under this Agreement is kept secure and not disclosed for other reasons than those necessary to perform its duties as Agent in this Agreement.
6. TERM AND TERMINATION
6.1. This Agreement shall commence with the confirmation of the subscription by the Agent and shall continue for a period of three 3 years unless terminated earlier by either party with thirty (30) days written notice.
6.2. For any instance of service termination initiated by the RHH, affecting records within Distromotion’s platform, a fee of €250 per sound recording impacted by the cancellation will be applied. This fee is mandatory for the takedown of any sound recording within Distromotion’s platform, exclusive of deletions handled by external parties as PPL. Should these fees not be settled for each sound recording, the service will remain active until the cumulative fee, calculated at €250 per sound recording, is fully paid. Failure to pay this fee in full will result in the inability to manage takedown actions within Distromotion’s platform, effectively preventing deletion.
6.3. Prior to the termination of any contractual relationship with our company, it is mandatory for a notice of intent to terminate to be submitted at least one month in advance. Following this minimum notice period, all processes related to the contracted service must be conclusively resolved before the termination can be finalized. To this effect, two conditions must be met by any party wishing to terminate their contract: Payment of Fees: The party must settle the fees for ALL their sound recordings in a single payment. The fee amount shall be adjusted to €250 per track, ensuring that all obligations towards Distromotion are met in full before any termination process can proceed. Transfer of sound recordings: Subsequent to fee settlement, and before official termination, the RRH is required to ensure that all their records are completely transferred out of Distromotion’s management by PPL (or any relevant external party), confirming that no obligations remain within Distromotion’s service.
6.4. Notwithstanding the termination of this Agency Agreement, whether by expiration, mutual agreement, or otherwise, it is hereby understood and agreed by both the RRH and the Agent that any financial obligations incurred by either party prior to the effective date of termination shall survive such termination. The RRH shall be required to fulfill any payment obligations for services rendered or costs incurred by the Agent before the termination became effective.
6.5. Any payments due to the Agent for transactions completed or actions taken under the terms of this Agreement prior to its termination shall be payable in full according to the payment terms previously agreed upon in this Agreement. Termination of this Agreement for any reason shall not relieve the RRH of the obligation to pay any fees owed to the Agent which are unpaid at the time of such termination and any other amounts accrued but not yet paid as of the date of termination.
6.6. This clause shall survive the termination of the Agency Agreement and remain in effect until all outstanding payments have been made in full, thereby satisfying all accrued financial responsibilities between the parties hereto.
7. LINKS To Other Web Sites
7.1. Our Service may contain links to 3rd party web sites or services that are not owned or controlled by Distromotion.
7.2. Distromotion. has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party web sites or services. You further acknowledge and agree that Distromotion shall not be responsible or liable, directly, or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such web sites or services.
7.3. We strongly advise you to read the terms and conditions and privacy policies of any 3rd party web sites or services that you visit.
8. CHANGES
8.1. We reserve the right, at our sole discretion, to modify or replace these Terms at any time. What constitutes a material change will be determined at our sole discretion.
8.2. By continuing to access or use our Service after those revisions become effective, the RRH agrees to be bound by the revised terms. If you do not agree to the new terms, please stop using the Service.
8.3. The RRH acknowledges and agrees that, for the effective provision of the service by Distromotion the involvement and dependency on third parties is necessary. In this regard, the client acknowledges and agrees that the terms and conditions of this contract may be modified in the event that such third parties modify their own terms or conditions of service, provided that such modifications are necessary to ensure the proper functioning of the service provided. The provider undertakes to notify the client of any relevant modifications to the terms of the contract as a result of such changes by third parties, with the aim of ensuring the continuity and quality of the service provided.
9. USER CONTENT
9.1. The following relates to any and all data or files (“Content”, “User Content”) you upload or submit to us using the Service.
9.2. You grant Distromotion non-exclusive right, title, and interest in and to your Content as may be necessary to enable us to use and/or exploit your Content in accordance with your instructions (and only as part of and in accordance with the Service selected by you from time to time) without infringing the rights of any third-party as a result of doing so. For such purpose you grant us a non-exclusive, royalty-free, transferable, sub-licensable, worldwide license to use, store, display, reproduce, modify, create derivative works, perform, and distribute your Content on the Service solely for the purposes of operating, developing, providing, and marketing the Service.
9.3. Nothing in these Terms shall restrict other legal rights Distromotion may have to User Content, for example under other licenses. We reserve the right to remove or modify User Content for any reason, including User Content that we believe violates these Terms or our policies.
9.4. We retain User Content on the Service for as long as reasonably possible, however we cannot guarantee access or retrieval of that User Content by or for you at any given time and as such you are wholly responsible for retaining your own original User Content outside of the Service.
9.5. Following termination or deactivation of your account, or if you remove any User Content from the Service, we may retain your User Content for a commercially reasonable period of time for backup, archival, or audit purposes.
10. COPYRIGHT AND OTHER INTELLECTUAL PROPERTY
10.1. Save as expressly provided in these Terms neither you nor we shall acquire any right title or interest in or to the other’s intellectual property rights which shall remain vested in the party owning or controlling them.
10.2. You shall have sole and exclusive responsibility to the exclusion of us, licensees and customers for having obtained or obtaining all third-party consents and paying all fees in respect thereof to enable the use of the User Content which you grant via the Service.
10.3. With exception of your Content and original content that we are delivering to you in relation to a specific service you have requested us, you may download information from the Service for your own personal use only. Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication, or commercial exploitation of downloaded material will be permitted without our express permission or that of the copyright owner. In the event of any permitted copying, redistribution or publication of copyright material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made. You acknowledge that you do not acquire any ownership rights by downloading copyright material.
10.4. Use of the Distromotion. logo and other associated trademarks is acceptable only with our express permission. Requests to use logos and other trademarks can be done through our contact section.
10.5. You acknowledge the importance of respecting the intellectual property rights of third parties. Should you become aware of any content accessible via the Services that may infringe upon the copyrights that you possess or have authority over, it is your responsibility to promptly inform us using the designated contact details listed herein (hereafter referred to as the "Notice").
10.6. Upon submission of the Notice, a duplicate will be dispatched to the individual or entity responsible for the availability of the allegedly infringing material. It is important to note that under relevant legal statutes, there may be consequences, including liability for damages, for any party that conveys a Notice containing false claims. Therefore, if there is uncertainty about whether the content accessible through the Services infringes upon your copyright, it is advisable to consult with legal counsel prior to submitting the Notice.
11. ASSIGNMENT RIGHTS
Distromotion reserves the right to assign, transfer, or delegate its rights and obligations under this agreement, including but not limited to instances of change of control, merger, acquisition, or sale of assets, to any third party, without the prior written consent of the RRH. The RRH agrees that such assignment, transfer, or delegation shall not relieve him/her of its obligations under this agreement.
12. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of Spain.
13. DISPUTE RESOLUTION
Any disputes arising out of this Agreement shall be resolved through the exclusive jurisdiction of the Courts of Barcelona (Spain).
14. ENTIRE AGREEMENT
This Agreement contains the entire agreement between the parties and supersedes all prior negotiations, understandings, and agreements between the parties.
15. AMENDMENTS
Any changes to this Agreement must be in writing and signed by both the RRH and the Agent.
16. NOTICES
All notices under this Agreement shall be in writing and shall be deemed given when delivered personally or by overnight courier, or three days after being mailed by certified mail, postage prepaid, to the addresses of the parties set forth at the beginning of this Agreement or to such other address as either party may designate by notice to the other party.