Terms & Conditions

Please read the following terms and conditions carefully. These terms and conditions, as well as privacy policy (the “Privacy Policy”) (incorporated herein by this reference and collectively referred to as the “Terms of Service”), govern your access to and use of the Amaedistro.com website (the “Site”), including the use of any content, information, products and/or services (the “Services”) therein.

This is a legal agreement between you and Amae Nigeria Limited. (“Company”). Company reserves the sole right at any time to modify, discontinue or terminate the Site and Services, or modify the Terms of Service without notice. You hereby agree that any modification of these Terms of Service shall not be interpreted to reflect upon the strength of any provisions in any earlier iteration of these Terms of Service. It is your responsibility to check these Terms of Service periodically for changes. By continuing to use or access the Site and/or Services after Company makes and posts any such modification, you agree to be legally bound by the revised Terms of Service. You may not alter the terms and conditions of the Terms of Service without Company’s express written consent.

YOU UNDERSTAND THAT BY USING THE SERVICES OFFERED BY COMPANY THROUGH THE SITE OR WITH RESPECT TO YOUR AMAE DISTRO ACCOUNT, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE. IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN THEIR ENTIRETY, YOU MAY NOT ACCESS OR USE THE SERVICES OFFERED BY THE COMPANY.

1. You own or control the copyright and all other rights in and to Your Recording (s) (as defined herein)

2. Amae has (by itself and through arrangements with third parties) established a range

of facilities and services (the “Digital Distribution Services”) to enable:

3. (a) sound recordings to be exploited by Digital Distribution or in connection with Mobile Applications; (b) the creation, development and use of software and applications to facilitate the promotion of sound recordings and recording artists.

4. You wish to have Amae provide You with Digital Distribution Services for Your Recording and subject to the terms and conditions set out in this agreement.

2.        AGREEMENT.

1. In consideration of the mutual agreements set out in this agreement, You and Amae agree the terms and conditions set out in this exclusive agreement.

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

1. Controlled Composition means any composition (including words and/or music) written and/or composed and or controlled in whole or in part (but if in part to the extent of that part) by You;
2. Digital Distribution means the facilities and services described in the Introduction paragraph above;
3. Digital Distribution means any transmission, distribution, dissemination or making available of Your Recording/Recordings, Your Metadata, and /or Your Cover Artwork (or their digitized content) by any means now known or invented in the future including, but not limited to, telephone, satellite, broadcast, wireless, cable and/or the internet and includes the use of Your Recording/Recordings, Your Metadata and/or Your Cover Artwork in Mobile Applications and the manufacture, distribution and sale of Discs on Demand but excludes the manufacture, distribution and sale of records (other than Discs on Demand) in physical formats;
4. Digital Distribution Service means any third-party licensee (excluding the Excluded Digital Distribution Services) with whom Amae has entered, or may during the Term enter, into a digital distribution agreement which Amae may authorize to carry out the marketing, distribution or other use of Your Recording/Recordings, Your Metadata and Your Cover Artwork;
5. Mobile Application means any function, facility or application now existing or in the future invented, developed or implemented which is or becomes available for the use or dissemination of sound;
6. Your Cover Artwork means album cover artwork and any other artwork or images relating to You and/or Your Recording that You Upload or otherwise provide to Amae;
7. Your Metadata means the digital information conveying information regarding any of Your Recordings, such as the names of the artists, authors and composers, the artist biography, the title of the album, the name of the song, the name of the record company, the description of the album, the lyrics of the songs, the track and album pricing information, concert information, music genre and such other elements as may be required by Amae pursuant to the Terms and Conditions;
8. Your Recording means the video or audio recording/recordings made before or during the Term that is owned or controlled by You including, without limitation:
   1. the audio or video recording(s) listed in Appendix C; and
   1. the audio or videorecording(s) Uploaded by You;

3. DISTRIBUTION BY AMAE:

Amae agrees, during the Term and in the Territory, to make its Digital Distribution Services available to You for the purpose of:

1. Enabling Your Recording, Your Metadata and/or Your Cover Artwork to be exploited through Digital Distribution (including Mobile Applications), other than such Excluded Digital Distribution Services as listed in Appendix B;
2. Arranging opportunities for You to participate in Mobile Applications by means other than (or additional to) exploitation of Your Recording, Your Metadata and/or Your Cover Artwork by means of Digital Distribution;

4. GRANT OF RIGHTS:

To enable Amae to make its Digital Distribution Services available to You, You here by exclusively grant to Amae, during the Term and throughout the Territory the license and consent to (and to authorize Digital Distribution Services to) store, reproduce, convert, digitize, copy and encode Your Recording, Your Metadata and Your Cover Artwork in digital format and to exploit Your Recording, your meta data and Your Cover Artwork by Digital Distribution including, without limitation, the rights to:

1. Distribute, promote, stream and make available Your Recording, Your Metadata and Your Cover Artwork in digital form, as individual tracks, entire album, video (including videos created using Your Music, Your Cover Artwork and Your Metadata) to Digital Distribution Services; and either on-demand or as part of an internet radio or video service, including but not limited to social media such as YouTube or Facebook;
2. Use Your Recording/Recordings, Your Cover Artwork, Your Metadata, your name and professional name and likenesses, images and photographs of, and biographical material relating to You in connection with Digital Distribution Services, including their use in any mixed or unmixed digital compilations and/or in any marketing materials to promote You and/or Your Recordings, Your Cover Artwork and Your Metadata, in eventual association or not, with the corresponding lyrics;
3. Subject to Your prior approval over the selection of Your Recording use and/or distribute Your Recording as free downloads, as part of a campaign to promote Your Recording and with a view to increase sales of Your Recordings;
4. In order for Amae to distribute and exploit your Recording, you irrevocably and unconditionally waive and (where waiver is not permitted by law agree not to assert against Amae or any Digital Distribution Service) any and all moral and like rights that You have in Your Recording, Your Metadata and/or Your Cover Art Work and the compositions embodied in them.
5. To the extent that the rights granted to Amae under this agreement require the consent of third parties (as would be the case, for example, if a third party owns the copyright in one or more Your Recording) You specifically confirm (without limiting the warranties given in this agreement) that You have obtained the prior written consent of those parties to enable You to grant the rights granted to Amae under this agreement.
6. Amae may, during the Term, subject to your consent and approval grant to third parties’ licenses which extend beyond the Term if granted in the ordinary course of business and in good faith. Those licenses shall not be affected by the expiry of the Term.
7. For the avoidance of doubt and notwithstanding anything to contrary contained in this agreement, licenses granted in terms of this paragraph may extend for periods beyond the Term and shall not be affected by the expiry of the Term, provided that (a) Your prior consent and approval will be required before Amae may grant any such license which extends for a period beyond five (5) years; and (b) notwithstanding the expiry of the Term, Amae shall continue to be bound by the reporting and payment obligations in terms of clause 8 of this agreement for the duration of such license.

5.    TERM:

The “Term” of this agreement shall commence on the date of this agreement and when the recording(s) is/are supplied by You to Amae for digital distribution and shall be for an initial period of FIVE YEARS (5) (the “Initial Period”) and shall thereafter renew indefinitely for successive periods of one (1) year each unless and until terminated by either Party giving to the other Party not less than three (3) months written notice expiring at the end of the Initial Period or any subsequent one (1) year period following the end of the Initial Period.

6.    TERRITORY:

The “Territory” of this agreement shall be the World other than such excluded territories as listed in Appendix A.

7.    REPRESENTATIONS, WARRANTIES AND INDEMNITY:

 a. You undertake, represent and warrant that:

1. You have the full right and authority to enter into this agreement and to grant the rights contained herein and have neither done nor will do anything which would derogate from Amae rights under this agreement;

ii.   You have the full authority to act on behalf of any and all owners of any right, title or interest in and to Your Recording, Your Metadata, Your Cover Artwork and any other material You provide to Amae;

iii.  You own or control the rights necessary to make the grant of rights under this agreement and the exercise of such rights by Amae and/or any Digital Distribution Service and/or shall not violate or infringe the rights of any third party;

iv.  You shall provide Amae with a minimum of recording(s) (audio or video -recording and/or audio-visual, recording) for digital distribution services by Amae which shall be contained in Appendix C and same can be updated with new recordings from time to time if you intend to include more recordings for digital distribution services in addition to the minimum recording(s) (audio or video-recording and/or audio visual recording) and such additional recording(s) later added electronically or by physical writing by Amae and same shall also be bound by the terms of this agreement.

v.   All expenses related to the recording of Your Recording, Your Metadata and Your Cover Artwork were or will be paid in full and in no event, shall Amae be held responsible for any payment of any amounts related thereto;

vi.  You have acquired or will acquire prior to delivery to Amae, in writing, from all artists and musicians who have performed on Your Recording the rights necessary to make the grant of rights under this agreement including (without limitation) all consents under the Copyright Act Cap C28 Laws of the Federation of Nigeria 2004(as subsequently varied and amended) and You hereby grant to Amae all such authorizations and consents. You hereby waive (and will procure that each artist and musician who has performed on Your Recording will waive) any so called moral rights pursuant to the Copyright Act Cap C28 Laws of the Federation of Nigeria2004 or otherwise save for the right (where applicable) to be identified as the artiste in respect of Your Recording (as applicable).

vii.  You have paid and will pay any and all amounts payable directly or indirectly to any rights holder (including, without limitation, all authors, composers and publishers of musical compositions embodied in Your Recording in connection with the use of Your Recording, Your Cover Artwork under this agreement provided that Amae shall have the option (but not the obligation) to pay on Your behalf any and all amounts payable directly or indirectly to any authors, composers and publishers of musical compositions embodied in Your Recording;

viii.  Your Recording does not infringe upon the rights of any person or company or violates any law or regulation;

       ix.  You have acquired or will acquire prior to delivery of the applicable Your Metadata, in           writing, from all artists the rights necessary to use their name and/or professional name in Your Metadata in connection with the Digital Distribution of Your Recording (Music);

       x.   Your Recording, Your Metadata and Your Cover Artwork (and the compositions which they reproduce) are not defamatory or obscene, do not infringe or violate the rights of any person, and do not violate any law or regulation in any territory authorized for Digital Distribution;

      xi.   You will not incur any liability on behalf of Amae or represent that You are entitled to do so;

     xii.   The Controlled Compositions will be available to Amae and all Digital Distribution Services, during the Term and in the Territory, for use in connection with Digital Distribution:

1. at the statutory or (if none) standard industry rate in each country for the licensing of copyrighted material for Digital Distribution; and
2. free of charge and without restriction for use (including on the Amae Tools) in connection with the advertising and promotion of Your Recording.

xiii.  Your Recording does not contain any un-cleared master or publishing samples, and You shall supply Amae with full details of all such samples and all clearances obtained prior to execution of this agreement. In the event that it subsequently transpires than any element of any such sample has not been fully cleared then Amae (without prejudice to its other rights) shall have the right to require You to obtain such clearance or to attempt to clear such usage itself provided always that You shall have the right to reasonably approve any such sample clearance costs in each instance. You hereby agree to remove any samples that may be embodied in Your Recordings for which clearance on commercial terms cannot be obtained from the appropriate party. Any costs incurred by Amae in obtaining clearance from such third parties in connection with said samples shall be deductible in full from any monies becoming due to You hereunder.

xiv.  You undertake to maintain your legal, fiscal and banking information. All possible changes are to be updated without delay and all corresponding supporting documents transmitted to Amae. You guarantee Amae against any legal proceeding on this matter.

b. Amae undertakes, represents and warrants that:                                                                                                    

1. Amae has the full right and authority to enter into this agreement;
2. Amae shall not use or exploit Your Recording in a way that is inconsistent with the rights granted pursuant to this agreement;
3. Amae will use all reasonable endeavors to ensure its licensees account promptly and in line with the terms of its agreement with each of them.
4. Amae will keep full and accurate books of accounts.
5. On receipt of written notice from You that there is any issue with ownership or control of the rights to any of Your Recording, Amae may take down (and where applicable issue take down notices to Digital Distribution Services) to such content within 3business days of receipt of such notice from You. In any event Amae may take down Your Recording (and issue take down notices to Digital Distribution Services) within one (1) month of written notice from You and Amae shall ensure it is a provision of its contract with Digital Distribution Services to take down such content in the fore said timeframe provided all outstanding duties and responsibilities to Amae have been fulfilled to its satisfaction.

c. You indemnify Amae and hold Amae harmless from and against any and all reasonable losses, damages and costs, including internal Amae administrative costs and reasonable legal fees arising out of or by reason of any agreed or adjudicated claim that is inconsistent with or arising out of or by reason of any material breach of the representations, warranties, grants, undertakings or agreements given under this agreement, that is claimed against Amae or upheld by a court of competent jurisdiction.

d.  In the event Amae is notified of a third-party claim in connection with Your Recording, Your Metatadata and/or Your Cover Artwork, Amae will have the right to immediately suspend all Digital Distribution Services to You and the payment of any amount of Digital Distribution Income owed to You until the claim has been resolved, solely with regard to the Recording, Metadata or Cover Artwork at issue. In the event Amae requests the takedown of Your Recording, from the various download and online communication platforms, Amae shall not be held liable for any possible delay by these platforms in proceeding with the withdrawal Amae‘s responsibility is limited to the sending of a written or electronic takedown request (or by any other form of correspondence) and if appropriate, to the sending of a reminder for the withdrawal of Your Recording. You expressly acknowledge Amae’s absence of responsibility in such a case. Amae shall further be entitled to terminate this agreement and such termination shall not prevent Amae to seek indemnification under this agreement. Amae will provide prompt notice to You of any claims or takedown notices it receives relating to Your Music and assist You with any resolution of such claims if You so request.

e.  You shall, at the request and expense of Amae do all further acts, deeds and things and execute all further documents, deeds and instruments from time to time necessary to vest in Amae, the rights granted by this agreement and for the protection and enforcement of those rights.

8.    DISTRIBUTION FEES, REPORTING AND PAYMENT:

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

• collect and receive one hundred percent (100%) of Digital Distribution Income; and
• deduct and retain the Distribution Fees from Digital Distribution Income, as described in Appendix D as 10% and pay You 90% in accordance with clause (b) below.

b.  Within ninety (90) days after the end of each calendar quarter, Amae shall make available in Your Personal Account or via email a detailed statement and payment of royalties of the Digital Distribution Income, received by Amae during such calendar quarter, the deductions from such Digital Distribution Income, made pursuant to clause 8.a and the amount payable to You within ninety (90) days at the end of each quarter wherein payment obligations shall arise. If the net amount of such Digital Distribution Income payable to Youexceeds two hundred US Dollars ($200), You shall be able to issue a request in Your Personal Account or via email and Amae shall pay You your royalties after the end of each calendar quarter within 90 days thereafter by wire transfer or by any other decided means as follows: requests for payment received before the 14th of the month may be paid on the 15th; requests for payment received after the 14th may be paid on the 30th of the month. To the extent not paid to You, the net amount of such Digital Distribution Income, payable to You will be rolled into the following quarter. Payments will be made via Bank Transfer. Such payments may be subject to transfer fees which are to be deducted from Your royalty payment.

c.  The net amount of Digital Distribution Income payable by Amae under this agreement is inclusive of royalties and other payments which are due to any individual producer, mixer or re-mixer of Your Recording or any other person to whom a royalty or other money is payable, all union and similar payments and the owner of Artist’s Recording if that is someone other than You.

d.  At any time within one (1) year after any statement is made available to You under this agreement, you may give Amae 60 days written notice of Your intention to appoint a Chartered or Certified Accountant (either an individual or a firm) to commence an examination of the books of Amae as it relates only to the earnings from the recording insofar as they relate to payments to be accounted under this agreement. The examination may be commenced within three (3) months from the date of the challenge or objection, but not later. Amae shall allow the accountant to conduct the examination on reasonable notice and during normal business hours. You agree that the period of limitation of any action by You based on any accounting failure or error is one (1) year from the date on which the relevant statement was or should have been made available to You.

e.  In the event of any such examination of the books of Amae revealing an agreed underpayment Amae shall pay You the amount of the underpayment together with interest thereon at the rate of 1% per annum for the time being in force from the date payment should have been made to the date of actual payment and in the event that such underpayment is in excess of Three thousand dollars ($3,000) or 10% of the monies due (whichever is greater).

9.

DISPUTE RESOLUTION:

a. Any difference, controversy or dispute arising out of or connected with this agree mentor the breach thereof which cannot be mutually resolved by amicable discussions within 14 days between the parties shall first be referred to an independent music industry expert whom shall be appointed jointly by the parties. In the event that the dispute cannot be resolved within 30 – 60 days by the expert or failure to settle on whom to pick as the independent music industry expert, in furtherance hereof, shall be settled by arbitration in accordance with the Lagos State Court of Arbitration Law(No.17 of 2009). In compliance with the arbitration under the Lagos Court of Arbitration and the Rules of the Lagos Court of Arbitration as may be amended from time to time. The arbitration panel shall be made up of a single arbitrator, appointed by the President, Lagos court of arbitration on the application of either Party. (Notice of such application being given to the other party), provided that the arbitrator so appointed, shall not be a present or former employee, agent, consultant or counsel to either party and that his or her appointment will in no way constitute a conflict of interest. Each Party shall bear its own costs and expenses. The arbitration shall be held in Lagos, Nigeria.

b. The parties both agree that in no circumstances will either party publicize any dispute arising or connected to this agreement on any public platform including all social media platforms. The parties understand that publicity of this nature can cause serious damage to the other party which damage may result in financial claim against the party who breaches this provision.

10.

GENERAL PROVISIONS:

1. The parties agree on behalf of itself and any of its assigns or person claiming by, under or through this Agreement that this Agreement may be executed in wet ink or by electronic means provided that such electronic execution shall have the same legal effect as the wet ink signature and shall be deemed to have been signed by such party or any of its assigns for the purposes of any statute or law that requires an handwritten signature.
   1. The parties further acknowledge and agree that in any proceedings that might arise between them or connected in any way relating to this agreement, each party expressly waives any right to raise any defense or waiver of liability based upon the execution of this agreement by a party by means of an electronically produced signature.
      1. Except as provided otherwise, this agreement may be terminated by a mutual understanding and written consent of the parties.
         1. Upon termination or expiration of this agreement, Amae undertakes to send one take down notice of Your Recording, Your Metadata and Your Cover Artwork to all digital Distribution Services, and when necessary, a second follow-up take-down notice, but, in no event, shall Amae be held liable for any delay or failure to take down Your Recording, Your Metadata and/or Your Cover Artwork, by any Digital Distributions service. Amae shall be entitled to keep a copy of Your Metadata for the purpose of reporting and archiving Digital Distribution information.
         1. You irrevocably grant to Amae the right to assign any or all of its rights and obligations under this agreement.
         1. Amae shall have the sole right of termination of this agreement with convenience without prior notice.
         1. If Amae is required to obtain Your approval on any matter, your approval shall not be unreasonably withheld or delayed and is deemed given if You fail to notify Amae of Your disapproval in writing (giving written reasons) within five (5) working days of approval being requested.
         1. You acknowledge that You have been advised by Amae before signing this agreement to seek independent expert advice on the contents of this agreement to enable You fully to understand the terms of this agreement
         1. No waiver of any breach of any term of this agreement is a waiver of any preceding or succeeding breach of the same or any other term. 
         1. Any notice, approval, request, authorization, direction or other communication under this agreement shall be sent by electronic mail to the email address provided to and by You in Your Account and shall be deemed to have been received on the business day on which they are sent except that public holidays and the period between the Friday prior to the 25th December in each year and the first working day of the subsequent year (inclusive) are excluded.
         1. This agreement contains all the terms agreed between the Parties and replaces all previous agreements written or oral on the subject matter of this agreement and may not be varied except in writing signed by the parties to this agreement.
         1. Where You are more than one individual, Your obligations under this agreement are joint and several and apply to each member of You as a member of a group andindividually.
         1. Save to the extent expressly set out herein this Agreement is not intended to nor shall it create any rights, entitlements, claims or benefits enforceable by any person that is not a party hereto. Accordingly, save to the extent expressly set out in this Agreement, no person shall derive any benefit or have any right entitlement or claim to this Agreement.
         1. The parties agree on behalf of itself and any of its assigns or person claiming by, under or through this Agreement that this Agreement may be executed in wet ink or By electronic means provided that such electronic execution shall have the same legal effect as the wet ink signature and shall be deemed to have been signed by such party or any of its assigns for the purposes of any statute or law that requires an hand written signature.

• This agreement and any dispute or claim (contractual or non-contractual) shall be governed by, and construed in accordance with Nigerian Law, whose courts shall have exclusive jurisdiction in respect thereof subject to the provisions of Clause 9 and after the exhaustion of all necessary pre-action protocols. Any judgment obtained in the Nigerian courts may be enforced in any other jurisdiction.