GT Distribution | #1 Music Distribution Platform

Contract A - Automated


GT DIGITAL DISTRIBUTION INTRODUCTION

GT Digital Distribution is committed to powering creativity in today’s dynamic music marketplace by providing the best distribution, marketing and rights management tools and services to content creators and owners. We develop state-of-the-art, cost- efficient and scalable technology platforms, and our partners benefit from our experienced, knowledgeable people, our unparalleled commitment to customer service and our thoughtful marketing solutions that drive results. We aspire to be the most transparent and solution-driven partner for all of the labels & artists we work with. We believe this approach helps us and our partners succeed today and for years to come.

FREQUENTLY ASKED QUESTIONS
What Is Your Distribution Fee?

We offer a 70% Net Revenue for all Singles & Full Album projects.

NO UPFRONT OR YEARLY OUT OF POCKET FEES
Is it possible to have you distribute to specific retailers?

Yes. We can tailor a network of retailers according to your specific needs.

What genres do you accept?

All of them. We are music lovers!

How will I be submitting content?

Depending on your catalog specifications, we receive content via email only, along with our Online Submission Form via our GT Digital Representative. Once you complete the contract, we will provide your own access to the platform to monitor your Revenue & sales via the GT Client Console.

What if I need help with the process?

Once you partner with GT Distribution, you will be provided with a dedicated client service representative who will assist you with any questions you may have along the way.

Distribute your music on Apple Music, iTunes, Amazon, and more. Your music on all the most popular download and streaming sites worldwide. With 600+ digital distribution partners (and more being added all the time) we’ll get your music for sale in more places than any other music distributor.

Psonar, TribeDownload, DubStoreSound, LastFM, Pulselocker, Turntable Lab,
elWatusi, LemonRush, Puretracks, Vervelife, EMusic, Licensing 320, Qobuz, VEVO, Fidel, Licensing AIF, R2G, VidZone, FiXT LiveWire RBT, RaRa, Virgin Mega, FNAC, Loudtrax, Rdio, Wasabeat, Fun Mobility MST, LoveDa, Real Networks International, We24-7, Gogoyoko, LoveDaMobile, Real Networks MST,
WhatPeoplePlay 7digital, Google Music, Mbox, Real Networks RBT, WirelessDeveloperAgency, 9 Squared MST, GoTV Media Net, RealNetworks, Yandex, Alliance Entertainment Corporation, Gracenote, MediaPal, Reggae Addict, Yogitunes, Amazon, Groove Mobile, Mflow, reKiosk, YouTube, Amazon_ddex_test Guvera, Millward Brown, Rhapsody, Zunior, AMG, HDTracks ING 44, MixandBurn ING, RIM BBM Zvooq, AMI_Entertainment, HDTracks ING 96, MixandBurn_ING_mp3download, SatelliteRecords AmoebaMusic, HelloJuneNet, Mobile Streams, SendMe Mobile ING, Archambault MST, HIP Digital Moderati MST, Shazam, Archambault OTA, IMImobile, MondiaMedia, Simfy, Aspiro, IMImobileMST Mufin Slacker, ATT OTA, iMusica, SoundExchange, ING, Basepoint Media, INgroovesMP3HiHiFi, Musiwave, Spotify, Beat Port INgroovesMP3, MedHiFi, Muzu Tv, Starzik, Beat Port Int, INgroovesWAV, Myspace, Stompy Bleep, INGStandard_Test, Myxer, T Mobile ING MST, BMAT,
ITunes, Napster, T Mobile ING RBT, BoomKat, ITunes MFiT 44, NARM, Telefonica MST, CreateSpace, ITunes MFiT 96, NMusic, Telefonica OTA, Cricket Muve Music, ITunes MST, Nokia, Telstra (Big Pond), Dashbox, Jamster MST, Omnifone_ING, Thumbplay OTA, Deezer, JB Hi-Fi, OneRPM, TouchTunes, Digital Tunes, junodigital, Pandora, Trackitdown, DJTunes, Klickpush

These Guidelines Are To Ensure We Upload Your Projects Correctly Without Flaw

 Quality: Images must not be blurry/fuzzy, pixelated, stretched, skewed, mismatched, misaligned, rotated, incorrect, or have other quality issues images must be 1500x1500 pixels with a resolution of 300 in a jpg form only

Accuracy: Deliver the album’s original cover art whenever possible, and don’t use generic art templates. Don’t use art that doesn’t match the album you’re delivering

Competitors: Art must not contain website addresses, logos, or any other reference to retailers.

References to Physical: Art must not include references to the physical packaging

(for example, CD or cassette)

Digital Product: Art must not include references to it being a digital product.

Pricing: The art must not include references to pricing, including “Reduced Price,” “Low Price,” “Available for $9.99,” or “For Promo Use.”

Pornography: Art must not contain pornography

Up-selling: The art must not up-sell to another product

Misleading: The art must not be misleading (for example, prominently depicting or referencing an artist even though the artist does not perform on the album)

Missing Content: Art must not contain references to content that the album doesn't contain, such as “included DVD” or “includes lyrics.”

Music must be labeled, Named With Feature only And put In Order Correctly, For Example, 1.only Hustlers Relate ft Goldtoes

Wav files only: (Note: WAV Files Are Better Quality)

Release Date: Release date must be two weeks from submission on a Friday if you do not submit one the project will be released two weeks from when you submitted it.

These Guidelines Are to Ensure We Upload Your Projects Name, Song Titles & Features Correctly, If You Send Incorrectly, It Will Be Uploaded How You Send Them, Keep in Mind We Are Not Familiar With All Artist Names Or Lingo, so We Do Not Assume Or Spell Check Any Submissions if there is a mistake on our side we will make the change if it is on your side there is a $25 dollar fee you must pay

Please Send All in ONE Email & Make Sure to Also Include How To Spell Your Artist Name As Well As Album Title. For Music, Wetransfer.com Is the Best.

Make Sure You Have Your Reps Email

GT Digital Distribution

DIGITAL DISTRIBUTION AGREEMENT

The following shall constitute an agreement ("Agreement") made as of ( ) between a GT Digital Distribution, 7322 Southwest Freeway Houston, TX. 77074 Suite 1-1090, and (   DBA Artist”) with respect to Company’s non exclusive right to distribute via Digital Transmission, during the Term of this Agreement the sound recordings and copyrights in the sound recordings embodying the Artist performances set forth in Exhibit A attached and incorporated herein by this reference (individually a "Master or collectively the “Masters").  Company and Artist must mutually approve each Master to be included in this Agreement.

1.  INCORPORATION, ENGAGEMENT, AND TERM:

The foregoing recitals are incorporated herein by this reference.  Artist hereby grants Company the non exclusive right to distribute the Masters via Digital Transmission throughout the Territory, from the date set forth above and for twelve (12) months thereafter (the “Initial Term”), provided that the Initial Term will automatically renew for successive one (1) year terms (each such successive Term an “Additional Term”) unless either party gives the non-terminating party notice of intent not to renew no later than ninety (90) days before the expiration of the Initial Term or any Additional Term. The “Term” of this Agreement consists of the Initial Term and any Additional Terms.

2.  ARTIST RIGHTS:

Artist: (a) owns or has obtained all appropriate mechanical licenses and other clearances required for the use of the musical compositions underlying the Masters (“Compositions”) under this Agreement; (b) owns or controls and administers all right, title and interest in and to the Composition(s) embodied on the Master(s) throughout the World, including the copyrights thereto; and (c) owns or controls and administers all right, title and interest in and to the sound recordings embodied on the Master(s) throughout the World, including the copyrights thereto.

3. RIGHTS GRANTED:

Artist hereby grants Company the following non-exclusive rights to the Masters and any  Audiovisual Recordings (the “Licensed Material”) which the parties agree in writing to include in this Agreement:  (a) the rights to create digital and/or electronic copies and compilations, to distribute, to sell, and to publicly perform the Licensed Material via Digital Transmission, and the right to license third parties (“Sublicensees”) to do the same; (b) the right to publicly display and make available for download as part of the sale of the Licensed Material, the lyrics of the Compositions; (c) the right to collect monies for the distribution and / or exploitation of the Licensed Material subject to the payment provisions of this Agreement;  (d) the right to release, advertise, and sell electronic files or equivalent electronic form(s) of the Licensed Material and to permit others to do so  under any trademark used by Company;  (e) the right to synchronize and distribute the Masters in accordance with Exhibit B attached and incorporated herein by this reference; and (f) the right to sub-license the rights granted by Artist to Company in this Agreement as necessary to fulfill the purposes of this Agreement including but not limited to those rights necessary to promote, market, advertise, distribute and sell the Licensed Material to consumers.  Additional rules related to Audiovisual Recordings are set forth in Exhibit C attached and incorporated herein by this reference.

4.  PROMOTIONAL RIGHTS:

Company and any person, firm or corporation designated by Company, shall have the right throughout the Territory during the Term (and any extensions thereof) to use and permit others to use the name, approved likeness or other identification and approved biographical material (“Biographical Materials”) concerning each Artist subject to this Agreement for purposes of trade and advertising. Artist will use its reasonable efforts to make available at Company’s offices, such Biographical Materials for Company’s use upon execution of this Agreement.  Company will have the non-exclusive right to promote and advertise the Licensed Material by the exhibition, performance and /or distribution free of charge in any and all media now known or hereafter devised with no compensation to Artist.  Any public performance royalties due in connection with such promotional and/or advertising use will be a cost payable by Artist and will be recouped by Company from payments due to Artist hereunder. All Biographical Materials provided by Artist to Company may be edited by Company to fit the format of the specific use without further approval from Artist.  Company shall have the right to permit its affiliates, Sublicensees, sub-distributors, successors, and designees the right to use the Biographical Materials in the manner for the purposes set forth in this Agreement. For purposes of this section, “Artist” means any person whose visual, musical, vocal or production services are embodied on the Licensed Material.

5.  PAYMENT AND STATEMENTS:

 
Artist acknowledges that the sale of the Masters is speculative, and Company makes no guarantee regarding revenue to be received by Artist or availability of the Masters on any platform or through any distribution channel. 

After Company's actual receipt of payment arising out of the sale of the Licensed Material, Company shall account to Artist in the form of a statement for sums due hereunder together with payment, if due, on a quarterly basis. Any and all monies due and owing Artist herein shall be calculated as set forth below.

Company will pay Artist Seventy percent (70%).

                 

(70%  Artist  // 30% GT Digital Distribution)

b) Net Revenue is defined as income actually received by Company from the exploitation of Licensed Material paid for and not returned, minus:  (i) taxes, surcharges, governmental fees, and Sublicensee charges and fees; (ii) mechanical royalties; (iii) any artwork costs not paid to Company in advance by Artist; and (iv) promotional and advertising costs that exceed the Artist Promotional Contribution. 

c) No payment shall be made to Artist in any month when less than two hundred and fifty U.S. dollars ($250.00) is due and payable to Artist. In the event payment is not made to Artist, for this

reason, such amounts below two hundred fifty U.S. dollars ($250.00) will accrue to Artist’s account and shall be paid in the first month in which Artist’s account reflects a balance greater than two hundred fifty U.S. dollars ($250.00).  Upon the expiration or termination of this Agreement, Company will continue paying Artist the percentage set forth in this Agreement for as long as Company continues to receive such revenue. 

d) All payments to Artist from Company under this Agreement shall be made via an electronic transfer to an account designated in writing by Artist, or via paper check.  Any fees related to such payments incurred by Company will be deducted from amounts due Artist. Once payment exceeds two hundred and fifty dollars ($250.00) checks will be issued “GT Digital works with Chase Bank, Wells Fargo, and Bank of America for direct deposits. Any other Banks client chooses to go through if they charge GT Digital Distribution any type of fee client is responsible for covering it.”

e) If the Company receives what is considered the mechanical royalty as part of the fee from any Sublicensee; the portion deemed the mechanical payment shall be included in Net Revenue paid to Artist.  Artist shall be fully and solely responsible for paying the mechanical royalty to the appropriate publishers/writers for use of the Licensed Material under this Agreement. (Main account holder is responsible for paying out each artist, producer, publisher, and writer from each project that GT Digital Distribution pays out on)

6.   ACCOUNTING:

a) Company shall maintain books of account concerning the sale, distribution and exploitation of the Licensed Material. Once a year at Artist’s expense upon ten days written notice, Artist or a Certified Public Accountant employed by Artist may examine Company's books pertaining to the Licensed Material during normal business hours. Such records may only be examined as aforesaid within one (1) years after the date of accounting. The right to audit shall be accorded to a Certified Public Accountant or counsel to Artist, acting under a letter of confidentiality, which shall provide that any information derived from such audit or examination shall not be knowingly released, divulged or published to any person, firm or corporation without the prior written consent of Company or as required by law. Said right does not alter or otherwise waive Artist’s right to pursue any and all legal remedies available to it in connection with any said audit.  Upon signature of this Agreement,

b) Upon an accounting mutually approved by the parties, should any Licensed Material subject hereto show actual sales in an amount greater than the amount as initially provided to Artist by Company, Company agrees to pay Artist sums due it for said additional sales within thirty (30) days thereafter.

7. WARRANTIES AND REPRESENTATIONS:

Artist warrants and represents the following:

a) Artist is not now and during the Term shall not be a party to or bound by any contract or agreement which will interfere in any manner with the manufacture and marketing and sale of the Licensed Material by Company. Artist is under no disability, restriction or prohibition with respect to Artist's right to sign and perform under this Agreement.

b) Artist has secured all proper licenses for the right to perform and record all or any part of the performances or recording embodied in the Licensed Material including for the use of any third party's recording or composition for use for what is commonly known as "sampling", "replay", or "interpolation". Neither any names utilized by Artist, nor any part of the Licensed Materials (including but not limited to the Masters or any of the Compositions embodied therein), nor any other material supplied by Artist hereunder nor any exploitation or use of any of the foregoing violate or infringe or will violate or infringe upon any civil, personal or proprietary rights of any person, firm or corporation including without limitation trademarks, trade names, contractual rights, copyrights and rights of privacy or publicity.  Unless otherwise expressly stated in this Agreement, Artist will be solely responsible for and shall make any and all payments due to any party whose work or performance is embodied on any Master.

c) Artist agrees to and does hereby indemnify, save and hold Company harmless of and from any and all loss and damage (including reasonable attorney's fees) arising out of or connected with any claim by any one or more third parties or any act by Artist which is inconsistent with any of the warranties, representations, and/or agreements made by Artist herein, and agrees to reimburse Company on demand for any payment made by it at any time with respect to any liability or claim to which the foregoing indemnity applies. Pending the determination of any claim involving such alleged breach or failure, Company may withhold sums due Artist hereunder in an amount consistent with such claim. Company shall have the right at all times, in its sole discretion to control the defense of any claim.

d) Artist expressly acknowledges that Artist’s services hereunder are of a special, unique, and intellectual character which gives them peculiar value and that in the event of a breach by Artist of any term, condition, or covenant hereof, Company will be caused irreparable injury. Artist expressly agrees that in the event Artist shall breach any provisions of this Agreement, Company shall be entitled to seek injunctive relief and/or damages, as Company may deem appropriate, in addition to any other rights or remedies available to Company, and Company shall have the right to recoup any such damages resulting from any such breach, which shall be reduced to a final, adverse judgment, from any monies which may be payable to Artist hereunder or under any other agreement between Artist and Company or its affiliates.

e) During the Term of this Agreement, if required by law or any other agreement that Company may become a party to, Artist shall become and remain a member in good standing of any appropriate labor union or unions. If the Company becomes a party to any such union agreement, Company shall give Artist written notice of such affiliation.

f) Artist warrants that it is the sole owner of its professional name and that Artist has the sole and exclusive right to use and to allow others to use the Artist's professional name in connection with the manufacture, advertising, and exploitation of Licensed Material hereunder.

g) All Non- Exclusive clients can end their Agreement at any time with a $150.00 fee. If clients choose to take their projects down for any reason GT Digital Distribution will remove any and all projects from the companies catalog without hesitation.

8. SUSPENSION AND DEFAULT:

a) Company reserves the right by written notice to Artist to suspend its obligations hereunder and/or to extend the expiration date of the then-current Term for the duration of the following contingencies if by reason of such contingencies it is materially hampered in the distribution or sale of Licensed Material, or its normal business operations become commercially impractical: labor disagreement, fire, catastrophe, shortage of materials or any cause beyond Company's control.

b) In the event of any default or breach by Artist in the performance of any of Artist's obligations or warranties hereunder, Company, by written notice to Artist, in addition to any other rights or remedies which it may have at law or otherwise, at its election, may terminate the Term or may suspend its obligations hereunder for the duration of such default or breach and/or may extend the expiration date of the then-current Contract Period for a period equal to all or any part of the period of such default or breach.

c) In the event of any default or breach by Company in the performance of any of its obligations or warranties hereunder, Artist shall give Company written notice of such default. Company shall then have sixty (60) days to cure such breach before being declared by Artist to be in breach or default of this Agreement.

9.  APPROVAL:

Wherever in this Agreement Artist's approval or consent is required, Artist's approval shall not be withheld unreasonably and failure to give such approval or disapproval within seven (7) days of notice by Company shall be deemed approval by Artist.

10. ASSIGNMENT:

Company shall have the right to assign this Agreement or any of Company's rights hereunder or to delegate its obligations hereunder or any part thereof to any third party. Artist's rights and obligations hereunder are personal, non-assignable and non-delegable.

11. SUCCESSOR IN INTEREST:

This Agreement shall inure to the benefit of and be binding upon each of the parties hereto and their respective successors permitted assigns and representatives. Company may, at its election, assign this agreement or any of its rights hereunder.

12. INVALIDITY OF TERMS:

If any clause, sentence, paragraph or part of this Agreement, or the application thereof to any person, shall for any reason be adjudged by a court of competent jurisdiction to be invalid, or if any law be passed making any provision in this Agreement invalid, such judgment or law shall be limited and confined in its operation to the clause, sentence, paragraph or part thereof directly involved in the controversy in which such judgment shall have been rendered and to the person involved and shall not invalidate this Agreement in its entirety.

13. NOTICES:

All notices hereunder required to be given to Company shall be sent to Company at its address first mentioned herein and all royalty statements (and payments) and all notices to Artist shall be sent to Artist as Artist's address first mentioned herein, or such other address as each party respectively may hereafter designate by notice in writing to the other. All notices shall be in writing and shall be sent by registered mail or certified mail and return receipt requested. The day of mailing of any such notice shall be deemed the date of the giving thereof. Royalty statements (and payments) may be sent by regular mail. All notices shall be served upon Company to the attention of the President.

14. APPLICABLE LAW:

This Agreement has been entered into in the State of California and the validity, interpretation and legal effect of this Agreement shall be governed by the internal substantive law of the State of California applicable to contracts entered into and performed entirely within the State of California, without reference to conflict of law provisions. Any and all disputes related to this Agreement or its subject matter will be submitted to binding arbitration in the County of  San Francisco and the parties hereby submit to such arbitration as the sole and exclusive venue and jurisdiction for any such matter and waive any objection to such venue.  An order may be entered upon the arbitrator's award by any court of competent jurisdiction.  In the event of legal action in connection with any matter related to this Agreement, the Company will be entitled to reasonable attorney’s fees. Any process in any action or proceeding regarding this Agreement or its subject matter may, among other methods be served upon Artist by delivering or mailing the same, via registered or certified mail addressed to Artist at the address first above written or such other address as Artist may designate. Any such delivery or mail service shall be deemed to have the same force and effect as personal service within the State of California.

15. AMENDMENT:

This Agreement sets forth the entire understanding between the parties with respect to the subject matter hereof, and no modification, amendment, waiver termination or discharge of this Agreement shall be binding upon the Company unless confirmed by a written instrument signed by an authorized officer of the Company. No waiver of any provision or any default under this Agreement shall constitute a waiver by Company of compliance thereafter with the same or any other provision or its right to enforce the same or any other provision thereafter.

16. DEFINITIONS:

For the purpose of this Agreement, the following terms shall have the following meaning:

"Audio-Visual Recordings" shall mean Artist audio performances and/or recordings together with visual images in any media now known or hereafter devised, for home use or otherwise.

"Digital Transmission" shall mean the transmission and distribution, other than the distribution of physical copies of the Licensed Material, whether of sound alone, sound coupled with an image or sound coupled with data, in any electronic medium now known or hereafter devised, including but not limited to electronic, digital, and mobile formats and applications, streaming on Company’s website or any website authorized by Company, the downloading or other conveyance of any Artist performance on Licensed Material by telephone, satellite, cable, direct transmission over wire or through the air, and on-line computers whether a direct or indirect charge is made to receive the transmission.

"Territory" shall mean the World.

17. DISTRIBUTION AGREEMENT:

If Company enters into a distribution agreement with any third party for the Licensed Material, and in any event this Agreement is in conflict with such agreement for the distribution of the Licensed Material, the terms shall of such third party distribution agreement shall control only as to those terms inconsistent and in conflict with the terms of this Agreement. However, in no event shall the terms of such distribution agreement affect Artist's Net Revenue under this Agreement.

18.  CONFIDENTIALITY:

The parties will each keep confidential and not disclose the terms and conditions of this Agreement to any third parties without the prior written consent of the non-disclosing party unless:  (a) compelled to do so by court order; and (b) prior to the entry of such order, Artist provides Company the opportunity to seek a protective order for the information disclosed.  However, the parties may reveal the terms and conditions of this Agreement to their business and legal advisors in conjunction with their normal business requirements, subject to the written agreement of such business and legal advisors to the confidentiality terms of this Agreement.  Both parties may disclose that this Agreement exists, subject to the foregoing requirements.

19. MISCELLANEOUS:

The headings in this Agreement are for reference only and shall not be used in its interpretation.  The parties are independent contractors. Nothing contained herein shall be construed as creating a partnership, joint venture, agency, or employment relationship between Contractor and Artist.  Artist represents and warrants that Artist has read this Agreement and Artist understands that this is an important legal document. Artist hereby represents and warrants that Artist has been advised of its right to seek independent legal counsel in connection with the negotiation and execution of this Agreement and that Artist has either retained and has been represented by such legal counselor or has knowingly and voluntarily waived its right to such legal counsel and desires to enter into this Agreement without the benefit of independent legal representation. Accordingly, the parties waive the provisions of California Civil Code Section 1654 regarding any ambiguity of interpretation. 

                                                               

                                                              EXHIBIT B

                 Master Use License

This Agreement ("Agreement") is made as of the day of Month Year, between Artist and (collectively, "Licensor"),GT Digital, Houston, TX 77074 ("Licensee").

1. Licensee is distributing musical recordings on behalf of Artist and may desire to produce promotional audiovisual materials related to Artist (which together with all excerpts and clips therefrom, shall hereinafter be collectively referred to as the "Productions").

2. Licensor is engaged in the business of producing and exploiting music, and Artist is the exclusive owner of and the:  (i) underlying musical compositions; and (ii) sound recordings, including the underlying sound recording copyright therein (the underlying musical compositions and sound recordings will be referred to individually herein as a “Master” and collectively herein as the "Masters"), of the musical performances of Artist entitled:

(The "Compositions") written by “Artist (Writer)”

3. The territory covered by this license is the World ("Territory").

4. The term of this Agreement shall be the same as the distribution agreement to which it is attached as an exhibit ("Term").

5. The use to be made of the Compositions in the Productions is:  Featured and/or Background Music

6. Grant of Rights: Licensor grants to Licensee, its successors, sublicensees and assigns:

(a) the royalty-free, nonexclusive right to edit, digitize, encode, rearrange, record, rerecord, dub and synchronize the Masters in and in connection with the Productions, and to exhibit, distribute, exploit, market and publicly perform the Productions incorporating the Masters or any portions thereof throughout the Territory, via Digital Transmission, as defined in the distribution agreement to which this Agreement is attached; and

(b) the right to use or refer to the Masters and the professional names and likenesses of Licensor and  Artist, in connection with the Productions and in any promotions, advertisements and publicity relating thereto in all media now known or hereafter devised.

7. The recording and performing rights hereinabove granted include such rights for in-context and out-of-context trailers, advertising and promotions for the Productions.

8. Compensation: This grant of rights is made in consideration of the promotional value for the Masters to be obtained from the Productions. No further amounts shall be payable by Licensee to Artist or Licensor in connection with the use of the Masters in the Productions.

9. Third-Party Obligations: As between Licensor and Licensee, Licensor agrees to (a) pay all required union reuse fees respecting Licensee's use of the Masters; and (b) if applicable, make or cause to be made all required payments to the AFM Music Performance Trust Fund and Special Payments Fund.

10. Licensor represents and warrants that it owns or controls 100% of the copyright and publishing rights, including renewals, in and to the Masters, throughout the Territory; that it owns or controls all other rights necessary to enter into and to fully perform this Agreement; and that no consent from any third party is required in connection with the licensed use for the Masters under this Agreement. Licensor further represents and warrants that it has the full right and authority to enter into this Agreement and to grant Licensee all the rights set forth herein, free and clear of any and all claims, rights, liens, encumbrances and obligations, and Licensor has not entered and will not enter into any agreement which will interfere with the complete performance of this Agreement by Licensor.

11. The respective addresses of Licensor and Licensee for all purposes of this Agreement shall be as first set forth above until notice of a new address shall be duly given. Any notice shall be in writing and shall be delivered by hand (to an officer if the addressee is a corporation), sent by U.S. certified mail, postage prepaid, return receipt requested, or sent by telex or telecopy. Properly addressed notices delivered or sent as provided herein shall be deemed given when delivered by hand when postmarked if delivered by mail, or on the date thereof if sent by telex or telecopy.

12. This Agreement is binding upon and shall inure to the benefit of the respective successors, assignees, and licensees of the parties hereto. This Agreement may be assigned freely by Licensee, in whole or in part, to any person or entity, without restriction, and such assignment shall be binding upon Licensor and inure to the benefit of Licensee's successors, assignees, licensees, grantees and associated, affiliated and subsidiary entities and such assignment shall be deemed a novation forever releasing and discharging Licensee from any further liability or obligation to Licensor.

13. In the event of a breach by Licensee or any third party of any of Licensee's obligations hereunder, the damage, if any, caused Licensor thereby shall not be deemed irreparable or sufficient to entitle Licensor to enjoin, restrain, or seek to enjoin or restrain the distribution or other exploitation of the Productions or any work derived therefrom, or to seek any other equitable relief. Consequently, Licensor's sole rights and remedies in the event of any breach by Licensee or any third party of any of Licensee's obligations hereunder shall be limited to the right to seek damages, if any, in an action at law.

14. All of the other applicable terms and conditions of the distribution agreement to which this Agreement is attached as an exhibit, not specifically addressed in this Agreement shall apply to this Agreement.  All of Licensor’s warranties, representations, and indemnifications contained in the distribution agreement to which this Agreement is attached as an exhibit are hereby reaffirmed and shall apply to this Agreement. This instrument constitutes the entire agreement of the parties hereto relating to the subject matter hereof, and any prior agreements, understandings, representations and commitments concerning such subject matter, whether oral or written, are hereby superseded and terminated in their entirety and are of no further force or effect. There are no contemporaneous oral agreements between the parties hereto relating to the subject matter hereof. The parties have had the chance to have this Agreement reviewed by their respective counsel, and thus the parties waive California Civil Code Section 1654 concerning any uncertainty or ambiguity of interpretation.

IN WITNESS WHEREOF, the parties have caused the foregoing to be executed as of the day and year first above written.

EXHIBIT C

AUDIOVISUAL LICENSE AGREEMENT

This agreement (“Agreement”) is made for (“Artist Licensor”) and GT Digital (“Licensee”), who agree as follows:

1. Footage Involved: as set forth on Exhibit C-1 attached hereto and by this reference made a part hereof (the "Audiovisual Recordings").

2. Production in Which Material To Be Used:  Any promotional material related to the Masters licensed under the distribution agreement to which this Agreement is attached as an exhibit (the "Production(s)").

3. Permitted Usage: Licensor grants Licensee the nonexclusive right to edit, rearrange, digitize, encode, create electronic and / or digital copies of the Audiovisual Recordings; and to exploit, reproduce, advertise, distribute and sell the Audiovisual Recordings via Digital Transmission as defined in the distribution agreement to which this Agreement is attached as an exhibit. This grant of rights includes the right to sublicense the foregoing rights to third parties.

4. Representations and Warranties:  Licensor hereby represents and warrants that Licensor:  (a) owns or controls one hundred percent (100%) of the copyright and all other rights in and to Audiovisual Recordings and all elements contained therein; (b) has all necessary rights, licenses and permissions to use the work of all persons and entities of nature whose work is embodied on the Audiovisual Recordings; and (c) has all necessary rights and clearances, licenses and permissions to utilize all artwork, locations, places, names, images, likenesses, buildings, logos and subjects which appear in the Audiovisual Recordings.

5. Licensee shall promptly provide Licensor with a copy of the Production upon Licensor's request, which request may be made at any time.

6. All of the other applicable terms and conditions of the distribution agreement to which this Agreement is attached as an exhibit, not specifically addressed in this Agreement shall apply to this Agreement.  All of Licensor’s warranties, representations and indemnifications contained in the distribution agreement to which this Agreement is attached as an exhibit are hereby reaffirmed and shall apply to this Agreement. This Agreement constitutes the entire understanding of the parties with respect to the subject matter of this Agreement and cannot be changed except by an instrument in writing signed by the parties.

All monies payable under this authorization shall be remitted to Sublabel at the address or account provided on Schedule A, attached hereto, unless or until Label directs EMPIRE in writing to do otherwise:

 

 

 

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Document name: Contract A - Automated
lock iconUnique Document ID: 5298a833f5848efa2958782f38709155ecd50d99
Timestamp Audit
October 26, 2024 8:53 am PSTContract A - Automated Uploaded by Alex Rojas - alex@gtdigital.info IP 73.189.71.69