The terms and conditions in this document represent the standard terms and conditions on which FAM may agree to distribute recordings (“Terms & Conditions”), but FAM will not be bound by this document unless and until FAM has sent you an email specifically accepting to be so.

In addition, You (and any data subject in your organization that is, or is likely to be, affected by the arrangements set out in these Terms & Conditions) should also read the Privacy Statement at https://88rising.com/privacy-policy before submitting personal data to us. Whenever you (or any of your data subjects) submit personal data to us, you consent to the collection, use and disclosure of that data in accordance with the Privacy Statement.

By clicking on the “Accept & Submit” button on the FAM website, you (a) acknowledge that you have carefully read and understand these Terms & Conditions and the Privacy Statement and consulted with your own business and legal advisors; and (b) accept and agree that you will be legally bound by them. This agreement is made by you clicking “Accept & Submit” and FAM sending to you an email in response confirming our agreement under these Terms & Conditions.

If you do not agree to these Terms & Conditions, please select the “Decline” button below. If you do not accept these terms, you may not access or use FAM services.

FAM DISTRIBUTION AGREEMENT

FAM as Your Distributor; Grant of Rights. Capitalized terms (as well as “you” and “your”) are used as defined throughout this Agreement (as may be amended from time to time).

Key definitions:

“Agreement” means this FAM Distribution Agreement.
“FAM” is a sub-label of 88rising Records LLC, with offices located at 5735 Melrose Avenue, Los Angeles CA 90038, USA. 88rising Records LLC is the contracting party of this Agreement.
“Digital Distribution” means distribution (or other authorization of use) of the Recordings by any current or future means or media as selected by FAM in good faith, other than the distribution of physical products.
“Outlets” is defined in Section 1.01.
“Authorized Platforms” shall mean any platform on which Properties can be viewed within or accessed via a web browser, websites, social networks, smartphones, tablet or other devices or applications developed for mobile device marketplaces (such as the Apple “App Store” or Google “Android Market”) and any and all other digital platforms whether now known or later developed.
“Channels” shall mean the channels and pages associated with YouTube, Facebook and any and all other monetizable video platforms on which Properties is made available, including, without limitation those Channels with your or Talent’s IDs and corresponding display names.
“Properties” means all Recordings and all material to be delivered and exploited under this Agreement (including anything delivered by you (or on your behalf) under Section 1.02.
“You,” “your” and each mean the contracting party listed above and, to the extent you are a legal entity, “you,” “your” and also mean the recording artist or other individual(s) who own(s) the entity, as applicable.
“Recordings” means each audio-only or audio-visual recording or material owned or controlled, directly or indirectly, in the Territory by you which features your performance and is released during the Term.
“Talent” means all recording artists, musicians, vocalists, producers, (re-)mixers, writers, musical performing artists, engineers, sample rights owners, songwriters, photographers, crew and any and all others who performed or participated in the making of any Properties.
“Term” commences on the date FAM sends to you an email agreeing to be bound by these Terms & Conditions (“Effective Date”) and continues for one year. After that, the Term will automatically continue for additional, consecutive renewal terms each equal to one (1) year and will continue (unless terminated early in accordance with the provisions of this Agreement), unless you or FAM gives the other Notice of termination at least thirty (30) days prior to the applicable renewal term.
“Territory” means the world.

1. Distribution Rights.

1.01 FAM as Distributor. You hereby appoint FAM as the exclusive distributor of any Recordings that you release during the Term and throughout the Territory. This appointment includes the exclusive rights to record, reproduce, sell, copy, distribute, perform, sublicense, monetize and otherwise exploit the Recordings (or any part thereof) via any and all forms of distribution including, Digital Distribution (as further described in Schedule A attached hereto), direct to retailers, digital service providers, direct to consumers, and to others of any description that exploit sound or audiovisual recordings by any and all means and media (whether now known or existing in the future) as selected by FAM in its discretion (“Outlets”), including as embodied in “user-generated content” and “art tracks” (such as via Facebook, Tiktok and YouTube), and to sublicense such rights to Outlets accordingly. The appointment also includes the right to obtain for and assign to the Recordings ISRC and EAN/UPC-A codes as needed. Without limiting the generality of the foregoing, you grant FAM the exclusive right (i) to claim and collect on your behalf all public performance royalties (including SoundExchange) for the Recordings throughout the Territory, (ii) to license Recordings to third parties including for use on audio and audiovisual works, and (iii) to exploit Recordings on digital platforms, channels and pages associated with monetizable video platforms (such as via Facebook, Tiktok and YouTube) on which Properties is made available and collect all revenue in connection with such exploitations.

1.02 Artwork; Name & Likeness. You hereby grant FAM and the Outlets the right, solely in order to exploit and promote the Properties, to use: (i) artists’ names, trademarks, logos, likenesses, photographs and biographical material, and (ii) album and production artwork, video stills, thumbnail images, and the names, likenesses and biographical material of Talent; but solely to the extent delivered or otherwise approved by you.

2. FAM’s Distribution Activities.

2.01 General. As between you and FAM, you retain copyright ownership of all Recordings and expressly reserve all rights in and to the Properties not expressly granted to FAM. FAM does not guarantee placement of Recordings with any Outlet, and is not obliged to distribute Recordings delivered by you (including if a Recording is technically unsatisfactory or inappropriate in any way). You acknowledge that the sale and exploitation of Properties is a highly speculative business, that FAM makes no guarantee as to any degree of sales or exploitations, and that FAM retains absolute discretion over its sales and exploitation policies.

2.02 Affiliates and Contractors. FAM may elect to operate in part via its corporate affiliates and third-party contractors, and may sublicense its rights hereunder to the extent needed for such operations. However, FAM remains directly liable for all of its payment and other obligations to you.

2.03 Digital Product Uploads. You will receive log-in Information to provide you access to the web-based direct digital distribution platform (the “FAM D3 Platform”). You are responsible, delivering digital uploads of Recordings, complete artwork and complete and accurate metadata via the Product Uploader. The “Product Uploader” means the software, features and tools provided or made available by FAM via which digital files can be added to FAM D3 Platform.

2.04 Insights Access. FAM will provide you access to release and track-level sales and streaming reporting via the FAM D3 Platform. Subject to applicable data protection and privacy laws and regulation, FAM and its authorized designees may use information and data arising from or generated, obtained, or acquired by FAM D3 Platform in connection with the exploitation of Properties, including demographic, statistical, usage and anonymized data relating to such activity, including for purposes of calculating FAM market share.

3. Your Obligations.

3.01 Delivery. You are solely responsible, at your cost, for the creation and delivery to FAM of all Properties. FAM will not remix, re-master, edit or alter any Recording (except as required for technical or timing reasons), without your prior written approval. You are responsible for audio and video encoding costs prior to delivery. If FAM incurs any further encoding costs, FAM may in its discretion deduct such amounts from any payments due to you, or request reimbursement of any such amounts and you will promptly pay FAM such amounts.

3.02 Third-Party Consents, Permissions, Obligations. In connection with exploitation of the Properties under this Agreement, you are solely responsible for all costs and expenses, and any obligations or liabilities to third parties related to the exploitations authorized in this Agreement. For example, you are responsible for (a) taxes that you owe; (b) clearing the rights of and paying amounts due to Talent, and any other persons who contributed to the Properties; (c) amounts due to any party for samples, or for footage in the Properties; (d) music publishing licenses, including synchronization, lyric use and mechanical licenses to the extent not covered by the Outlets; (e) any advertising, marketing or promotion you choose to do; and (f) sound recording and artwork clearances. To the extent you fail to cover any of the foregoing, FAM has the right but not the obligation to cover them for you, and to deduct such amounts from any payments due to you, or request reimbursement of any such amounts and you will promptly pay FAM such amounts.

3.03 Notification of Changes to Rights, Claims. Without limiting your warranties or your indemnification obligations, if you no longer have the necessary rights to an individual Recording or other Property, or if the Property is the subject of any third-party Claim (as defined below), you must promptly inform FAM as set forth in Section 6 below.

3.04 Content Guidelines. All Recordings and other Properties must abide by the terms of the FAM content guidelines provided to you and must comply in all respects with all applicable “style guides” (or content guidelines or community guidelines, etc.) of FAM’s corporate affiliates, business partners, third party distribution contractors and of Outlets, including the iTunes Style Guide and the Spotify Content Infringement Guidelines. If FAM believes in good faith that you have violated this Section 3.04, FAM may: (i) withhold payments to you until such violation is resolved and remedied to FAM’s reasonable satisfaction; (ii) issue take-downs of any offending Recordings and other Properties; and/or (iii) terminate this Agreement upon notice to you, with immediate effect.

3.05 Fraudulent Practices. You will not, and will not authorize or encourage any third party to, directly or indirectly manipulate streams or queries, or generate impressions of or clicks on any ad(s), through any automated, deceptive, fraudulent or other invalid means, including by way of repeated manual clicks, the use of “bots,” the hijacking of accounts or otherwise. You acknowledge that doing so may result in the removal of some or all of your Properties from Outlets, as well as the withholding of royalties by such Outlets. In addition, in no event will you represent yourself as FAM’s representative, or use any of their trademarks without express permission, or represent yourself as affiliated or connected with them in any way that is not strictly accurate, whether in connection with this Agreement or otherwise. Both you and FAM may accurately state that your Recordings are “distributed by FAM” If FAM believes in good faith that you have violated this Section 3.05, FAM may: (i) withhold payments to you until such suspected fraud is resolved and remedied to FAM’s reasonable satisfaction; (ii) issue take-downs of any offending Recordings and other Properties; and/or (iii) terminate this Agreement upon notice to you, with immediate effect.

3.06 Accuracy. It is your responsibility to ensure that all information you provide to FAM is accurate, including any metadata or other information gathered by FAM that you have then confirmed to be accurate. Upon first delivery of the Properties, you will advise FAM of all contractual limitations to your rights (including Territory limitations and time-limited licenses).

4. Distribution Share; Accountings, Audits, Claim Limits, Tax and Reimbursements.

4.01 Distribution Share. FAM will pay you eighty-eight percent (88%) of all gross receipts actually received by FAM with respect to Digital Distribution of the Recordings to end users, subject to Section 4.03 below (your “Distribution Share”).

4.02 Accountings; Audits; Limitations on Claims. Accounting and payments will be made available to you on a monthly basis, sixty (60) days after the end of the month in which the applicable amounts were received by FAM. Monthly balances under fifty US Dollars ($50) will be rolled into the following month and paid in the accounting following when your balance reaches fifty US Dollars ($50). For the avoidance of doubt, FAM will account to you in United States Dollars ($) unless another currency supported by FAM is mutually agreed to between you and FAM. If any Outlet issues any corrections to prior statements, or after six (6) months has failed to pay FAM amounts that were previously paid or credited to you, or other errors are discovered, FAM may adjust its accountings and payments to you and (if applicable) charge and/or otherwise make appropriate reconciliations with regards to your account accordingly. You have the right to audit FAM’s books and records to verify the accuracy of payments. Audits are permitted once per year during FAM’s normal business hours, on at least thirty (30) days’ prior Notice, at the place where FAM maintains such records. Audits are at your expense, and may only be conducted by an independent chartered or certified public accounting firm retained on a non-contingency fee basis, and only once with respect to any particular payment. Any lawsuit by you regarding any statement or payment must be commenced within one (1) year after the date the applicable statement covers. After such year, you have no right to sue FAM in connection with any such statement. You irrevocably waive any longer statute of limitations that would otherwise apply by law.

4.03 Required Withholdings; VAT. Notwithstanding anything to the contrary in this Agreement, FAM is entitled to deduct from all payments due to you any sums (such as withholding taxes) which FAM or its licensees or related entities are obliged to pay or withhold in any country by reason of any law or regulation. All payments to or charges to be made by FAM under this Agreement (including all distribution fees) are expressed as exclusive of VAT, which if applicable are payable by you in addition to the sums otherwise set out in this Agreement.

5. LIMITATION OF LIABILITY. EXCEPT AS SPECIFICALLY PROVIDED OTHERWISE, AND WITHOUT LIMITING SECTIONS 8 OR 9, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR INCIDENTAL DAMAGES (INCLUDING LOST PROFITS OR GOODWILL, BUSINESS INTERRUPTION, REPUTATIONAL DAMAGE AND THE LIKE) ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE, NON-PERFORMANCE OR BREACH OF THIS AGREEMENT. WITH RESPECT TO TAKE-DOWN NOTICES REQUESTED BY YOU, PROVIDED THAT FAM CONTINUES TO WORK WITH YOU IN GOOD FAITH TO SEND SUCH NOTICES TO OUTLETS WHENEVER APPROPRIATE, FAM SHALL NOT BE LIABLE FOR ANY FAILURE TO EFFECT SUCH TAKE-DOWNS.

6. Notices. All formal notices with respect to this Agreement (each referred to hereunder as a “Notice”) will be given in writing by registered first class post, or by messenger or courier, or by nationally recognized overnight express mail service, by you to FAM’s address set forth herein and to legal@88rising.com and by FAM to you at the address (or, optionally, the email address) associated with your account. All other instructions, approvals and consents may be (as directed by FAM) sent via email (or via the FAM D3 Platform for Digital Distribution).

7. Representations and Warranties. You warrant, represent, covenant, and agree the following: You have the right to grant to FAM all rights you purport to grant hereunder, and have obtained all necessary licenses and clearances. You will comply with all applicable laws, rules (such as RIAA and IFPI guidelines), and regulations, including the application of parental advisory or other warnings or designations. No use of any Properties will violate any law or regulation of any country, or infringe upon or violate the rights of any person or entity. Other than as specifically provided in this Agreement, FAM will not be required to make any payments of any nature for or in connection with the exercise or exploitation of rights by FAM under this Agreement. All information you provide to FAM is accurate, including (to the extent you confirm it as accurate) any metadata or other information gathered by FAM. No prior security interest or lien of any kind exists in the Properties.

8. Indemnification. You will defend and indemnify FAM (including its parents, subsidiaries, and affiliates, and each of their respective stockholders, predecessors, successors, assigns, agents, directors, officers, attorneys, employees and representatives) against any expenses or losses (including reasonable attorneys’ fees and litigation expenses) resulting from any third-party claim of breach, or a claim which if true would constitute a breach (any such claim, whether or not asserted in a formal legal action, a “Claim”), of any of your representations, warranties or obligations. FAM will inform you of any such Claim and, if FAM so requests, you will defend FAM at your expense with counsel approved by FAM (which approval may not be unreasonably withheld or delayed); provided that you may not settle or resolve any Claim in a manner that imposes any liability or obligation on FAM, or affects FAM’s rights, without FAM’s prior written approval. For purposes of clarity, FAM may cease distribution and take down any Property that becomes subject to a Claim, and withhold payments to you in an amount reasonably related to the Claim and potential associated expenses.

9. Confidentiality. Without FAM’s prior written consent, you may not disclose, or permit the disclosure of any of the terms and conditions of this Agreement, any information you learn regarding FAM’s business or proprietary systems, or any data provided to you. This does not include information which (a) is generally available to the public through no wrongful or negligent act or omission on your part; (b) you have received from a third party free to make such disclosure without breach of any legal obligation; or (c) is required to be disclosed pursuant to any statute, regulation, order, subpoena or document discovery request (as to which you will give FAM prompt Notice in enough time to enable FAM to seek a court order limiting or otherwise governing such disclosure). Because your obligations under this Section 9 are integral to FAM’s business dealings, you agree that FAM is entitled to injunctive relief to enforce them. To the extent that you provide FAM with documents under Section 10 below, FAM will keep such documents confidential, and will not disclose them to a third party without your consent, unless required pursuant to any statute, regulation, order, subpoena or document discovery request (as to which FAM will give you prompt Notice).

10. Interpretation and Enforcement. This Agreement contains the entire understanding between you and FAM as to the matters herein, and supersedes all prior agreements as to such matters. This Agreement can only be amended by an instrument signed by both parties. A waiver of any term or condition of this Agreement in any instance is not a prospective waiver of such term or condition, nor of any subsequent breach. All remedies, rights and obligations in this Agreement are cumulative, and do not limit any other remedy, right or obligation. As used in this Agreement, “including” signifies one or more illustrative examples, not an exclusive list. Unless otherwise specified, “or” is used in its inclusive sense. To the extent of any conflict between the main body of this Agreement and any of the Schedules, the Schedules govern. The provisions of this Agreement are severable and distinct from one another; if any provision is or becomes invalid, illegal or unenforceable, the validity, legality or enforceability of the others will not be affected. If either party is in breach of this Agreement, the other party will permit a reasonable time to cure such breach. The Agreement is governed by California law. The parties grant the federal and state courts of California, Los Angeles County, exclusive jurisdiction to hear any disputes arising out of or relating to this Agreement. Each party waives the right to request a trial by jury.

11. Relationship of the Parties. As to each other, you and FAM are independent contractors. Nothing in this Agreement authorizes any party as agent of the other, nor establishes a partnership or fiduciary relationship. Without limiting FAM’s payment obligations to you, you have no right, title or interest in or to revenues received by FAM. Accordingly, FAM is not obligated to segregate any such revenues from other funds, and FAM is not a trustee, pledge holder or fiduciary of amounts owed to you. FAM acts as principal in all transactions with its customers.

12. Assignment. FAM may assign its rights under this Agreement in whole to a party who agrees to be obligated hereunder. You may not assign this Agreement or any rights or obligations, in whole or in part, without FAM’s prior written consent. Any purported assignment in violation of this paragraph is null and void ab initio.

13. Force Majeure. If FAM is materially hampered in the fulfillment of its obligations due to an event not reasonably within its control (e.g., flood, water damage, power failure, catastrophe, terrorism, strike, war, failure of technical facilities, etc.), FAM will not be in breach as a result of such event and may, on Notice to you, suspend the Term for the duration of such event (but FAM must continue to fulfill its payment obligations, to the extent not affected by such event).

14. Post-Term Provisions. Sections 4, 5, and 7 through 13 of this Agreement survive the end of the Term. After the Term, if FAM receives any income from Outlets on Properties, FAM’s sole liability to you will be the obligation to pay you in full as though the Agreement were still in place, and to send renewed take-down notices whenever requested and appropriate. If for any reason the Agreement terminates prior to full recoupment, you must repay any unrecouped balance.

15. Further Assurances. You will do such acts and execute such documents as FAM may reasonably require to ensure FAM the full benefit of this Agreement, including promptly and continuously registering all Recordings with the U.S. Copyright Office. In particular, you will promptly provide copies of all documents necessary to evidence your right and title in and to any particular Properties.

16. Updates to Agreement. FAM reserves the right to amend or update the Terms & Conditions and this Agreement or any part thereof upon notice to you via email. However, FAM will not amend or update the definitions of Recordings, Term, Territory or Distribution Share without your prior approval, such approval to be given via email.