Single Agreement Terms and Conditions
(a) Calculation of Royalties: Except as set forth in paragraph (b) below, for top-line, full-priced net sales of records sold by or on behalf of Company through normal retail channels in the United States, whether in the form of physical records or permanent digital downloads (including ringtones), Company will credit your royalty account with a royalty of 17%. The royalty rates provided for in the preceding sentence and in the rest of these Terms and Conditions will be applied against the royalty base price for records sold, paid for and not returned. (As used in these “Terms and Conditions” and the “Single Agreement” located at https://www.artistpg.com/single-agreement which are collectively defined as the “Agreement”), “net sales” means gross royalty bearing sales (including Other Digital Transactions), less returns, credits and reserves against anticipated returns and credits, “royalty base price” means the PPD for the record concerned less program discounts, excise taxes, duties and other applicable taxes and deductions pursuant to any law, government ruling or restriction affecting the amount of the payments any foreign Company can remit to Company, and “PPD” means the published price to dealers utilized by Company or its distributors, as applicable, in the United States and by Company, Company's regular foreign Company or its distributors in each country outside the United States. Company's principal distributors in the United States and Company's regular foreign Company in Canada both currently refer to the published price to dealers as the “Base Price.”) In computing sales, Company shall have the right to deduct all returns made at any time and for any reason.
(b) Physical Singles, Maxi-Singles and EPs/ Audiovisual Records: For top-line, full‑priced net sales of physical singles, maxi-singles and extended play records sold by Company through normal retail channels in the United States, Company will credit your royalty account with a royalty of 17%. For top-line, full-priced net sales of audiovisual records sold by Company through normal retail channels in the United States, Company will credit your royalty account with a royalty of 17%.
(c) Foreign Rate Reductions: The royalty rates for full-priced net sales of records through normal retail channels outside the United States (the “Foreign Rate”) will be 80% of the applicable basic U.S. rate in Canada, 75% of such rate in the United Kingdom, Australia, New Zealand and Japan, and 60% of such rate in the rest of the world.
(d) Authorized Budget: All Recording Costs incurred by Company in connection with each Master (e.g. with respect to any Remix, featured artist performances arranged by Company, etc.) and Video (as defined below) shall be submitted to Company prior to the commencement of recording sessions in each instance. Upon receipt of Company’s written approval of such recording budget (the “Authorized Budget”), you shall commence such sessions, and such Authorized Budget shall be recoupable from the royalty payable to Artist hereunder. Mechanical royalties shall not be chargeable in recoupment of any advances except those advances which are expressly recoupable from “all monies under the agreement”. As used herein, “Recording Costs” shall mean wages, fees, advances, and payments of any nature to or in respect of all musicians, vocalists, conductors, arrangers, orchestrators, engineers, producers, copyists, etc.; payments to a trustee or fund based on wages to the extent required by any agreement between Company and any labor organization or trustee; union session scale payable to Artist; all studio, tape, editing, mixing, re-mixing, mastering, and engineering costs; artist development costs including physical training, vocal conditioning, cosmetic enhancement, and other similar costs; authoring costs; all costs of Artist’s travel, per diems paid to or on behalf of Artist, rehearsal halls, non-studio facilities and equipment, dubdown rental and transportation of instruments; all costs occasioned by the cancellation of any scheduled recording session; all amounts paid in connection with the production, conversion, authoring, mastering, and delivery of audiovisual materials prepared for or embodied on Records (including the Video); all expenses of clearing and licensing any samples embodied on recordings hereunder; and all other costs or expenses incurred in the production, but not the manufacture, of recordings and records hereunder, which are then customarily recognized as recording costs in the recording industry. If Company furnishes any of its own facilities, materials, services or equipment for which Company has a standard rate, amount of such standard rate (or, if there is no standard rate, the market value for the services or thing furnished) shall be deemed Recording Costs. Payments to the American Federation of Musicians Special Payments Fund and the Music Performance Trust Fund based upon record sales (so-called “per-record royalties”) shall not constitute a Recording Cost. All Recording Costs are advances, provided that all Recording Costs in excess of any Authorized Budget are solely your responsibility and you will pay all such excess costs directly.
(e) Marketing Commitment: Company shall expend recoupable monies on Marketing Activities throughout the Territory (the “Marketing Costs”). “Marketing Activities” shall mean advertising (including customer advertising), promotional activities, publicity material, independent promotion, touring, point of purchase, videos (including video production costs), sales and positioning activities and inducements, contests, giveaways and all other types of marketing efforts, advertising efforts and promotional efforts in connection with the Master(s) (including, for the avoidance of doubt, any remixes of the Master) and throughout the Territory.
(f) First Right of Refusal / Matching Right: If, at any time during the period beginning on the date hereof and ending one (1) year after your Delivery and the commercial release by Company of the Master in the United States, Artist desires to grant “Recording Rights” (i.e., the exclusive rights to Artist’s recordings or recording services) to any person or entity (a “Person”), then prior to commencing negotiations with any such Person with respect to any such Recording Rights, Artist shall notify Company thereof and Artist shall promptly begin good faith negotiations with Company regarding the material terms and conditions of an agreement relating to such Recording Rights (a "Recording Agreement"). If, after such good faith negotiations of no less than one hundred twenty (120) days in the aggregate, Company and Artist are unable to agree on the material terms of such Recording Agreement, as applicable, , then Artist shall not have the right to enter into a Recording Agreement with any Person unless Artist first: (a) sends Company a notice of the material terms and conditions of the proposed agreement (including the amount of any monies payable, the royalty calculation [e.g., the royalty rate, royalty basis and any deductions in calculating such royalties], the nature of rights to be granted, the identities of all proposed parties to the agreement); and (b) offers to enter into a Recording Agreement with Company (or Company’s affiliate, as applicable) on terms no less favorable to Company those set forth in such notice, provided that Company will not be required, as a condition of accepting any offer made to Company pursuant to this paragraph, to agree to any terms or conditions which cannot be fulfilled by Company (or such affiliate) as readily as by any other Person or to waive any of Company’s or its affiliate's rights under this agreement or any other agreement. If Company does not accept Artist’s offer within sixty (60) days after its receipt of same (the “Match Period”), Artist may then enter into that proposed agreement with the same Person mentioned in such notice, provided that such agreement is consummated with such Person within ninety (90) days after the end of the Match Period upon terms and conditions no less favorable to Artist than those set forth in Artist’s notice and offer to Company; provided that such non-acceptance by Company shall not be considered a waiver of any of Company’s rights under this agreement or any other agreement. If that agreement is not consummated within said ninety (90) day period, no other Person will be authorized to exercise any Recording Rights unless you first offer to enter into an agreement with Company as provided in the foregoing provisions of this paragraph.
(g) Licensing:
(i) Streaming Usages and Other Digital Transactions: The royalty rate for any streaming usages and Other Digital Transactions hereunder shall be a percentage of Licensee's net receipts equal to 100% times the Basic U.S. Rate or Foreign Rate. (As used herein, the term “streaming usages” means the “streaming” of recordings, including via subscription services, embedded media players, and so-called ringback tones, and the term “streaming” means the digital transmission of a recording to an end user, other than as a physical record or permanent download, whereby such transmission is contemporaneous with the performance of the recording embodied therein via a receiving device, and which transmission is not intended to be or capable of being stored on the receiving device (other than any temporary copies used solely for so-called “caching” or “buffering”)) (as used herein, the term “Other Digital Transactions” means “minting” digital audio and/or audiovisual transmissions of copies of a recording (including unique edits of a recording) via blockchain technologies).
(ii) Other Licensing. The royalty rate for any Master licensed by Company or any of its regular foreign Companys for use in the distribution of records (other than for Streaming Usages) shall be 50% of Company's net receipts. The royalty rate for any Master licensed by Company or any of its regular foreign Companys for use in synchronization with motion pictures, television programs or any form of commercials shall be 50% of Company's net receipts.
As used in these Terms and Conditions, the term “net receipts” means all monies actually received by Company in the United States from its customers, Companys and distributors which are directly and identifiably attributable to the exploitation of the Master after deduction by Company of all direct expenses, third-party payments, taxes and adjustments related thereto.
(l) Pro-Ration: For records not consisting entirely of Masters hereunder, the royalty otherwise payable shall be prorated on the basis of the number of masters hereunder compared to the total number of recordings on such records.
(m) All-In Royalties: The royalties payable pursuant to these Terms and Conditions and the Agreement include all royalties payable to you, Artist, each producer, remixers of each remix of the Master, and other person or entity rendering services in connection with the Master concerned (as well as each record label or production company entitled to the services of any of the foregoing).
(n) Artwork: If any artwork is commercially exploited separately from but in connection with the sale or license of a record, Company shall credit your royalty account with 20% of Company's net receipts derived from such exploitation. If any Artwork is commercially exploited separately from and not in connection with the sale or license of a record (e.g., as so-called “wallpaper” or other visual images downloadable via the Internet or wireless devices), Company shall credit Your royalty account with 50% of the net receipts derived from such exploitation.
(o) Records Sold for Distribution Outside of the United States: Royalties will be computed in the same national currency as Company is accounted to by its licensees and shall be paid to you at the same rate of exchange as Company is paid. Such royalties will not be due and payable until payment thereof has been received by Company in the United States in United States Dollars. If any law, any government ruling, or any other restriction affects the amount of the payments which a Company can remit to Company, Company may deduct from Your royalties an amount proportionate to the reduction in the Company's remittances to Company. In the event Company is unable to receive payment in United States Dollars in the United States due to governmental regulations, royalties therefor shall not be credited to Your account during the continuance of such inability.
(p) Legislative Payments, Blanket Licenses: Notwithstanding anything to the contrary expressed or implied in these Terms and Conditions or the Agreement, you shall not be entitled to royalties in respect of (i) any payments received by Company pursuant to any statute or other legislation (including, without limitation, payments for the public performance of recordings or royalties payable for the sale of blank cassettes or for the sale of recording equipment) or (ii) any so-called “blanket licenses” (including, without limitation, performance licenses) between Company and a Company under which the Company is granted access to all or a significant portion of Company's catalogue of recordings.
(q) Public Performance: If: (i) legislation or a collective bargaining agreement or industry agreement applicable to Company requiring the payment of copyright royalties for the public performance of sound recordings is or has been enacted in any country of the Territory; (ii) such legislation or collective bargaining agreement apportions such royalties into a recording artist share and a record company share; (iii) Artist does not receive or waive the right to receive (e.g., fail to make a timely application to receive) the applicable recording artist share of such royalties; and (iv) Company actually receives in the United States a recording artist share of royalties attributable to you; then Company shall credit your royalty account hereunder with such recording artist share of royalties directly attributable to the Master.
(r) Accountings: Statements as to royalties payable hereunder shall be sent by Company to you within 90 days after the expiration of each six-month period ending June 30 or December 31. Concurrently with the rendition of each statement, Company shall pay you all royalties shown to be due by such statement after deducting all recoupable advances and charges paid prior to the rendition of the statement. No statements need be rendered by Company for any such period for which there are no sales of records subject to the Agreement. Company shall be entitled to maintain a single account with respect to all Masters. Company may withhold a reasonable reserve against returns, exchanges, refunds, credits and the like, such reserve to be established by Company in its reasonable discretion, based on, among other factors, Your sales experience, which reserves shall not be in excess of 25% of royalties otherwise credited to Your account hereunder for shipments in any particular royalty period (unless Company anticipates in its reasonable, good faith judgment, returns, exchanges, refunds, credits and the like which justify the establishment of a larger reserve) and each such reserve shall be fully liquidated no later than with the rendition of statement rendered two years following the statement with respect to which such reserve was originally maintained. You shall be deemed to have consented to all accountings rendered by Company hereunder and said accountings shall be binding upon you and not subject to any objection by you for any reason unless specific objection, in writing, stating the basis thereof, is given to Company within two years after the date Company is deemed to have rendered the applicable statement, and unless suit is instituted within three years after the date Company is deemed to have rendered the applicable statement. Company shall be deemed conclusively to have rendered each statement on the date prescribed in this paragraph unless you notify Company otherwise with respect to any particular statement within 60 days after that date.
(s) Audits: Artist shall have the right at your sole cost and expense to appoint a certified public accountant who is not then currently engaged in an outstanding audit of Company to examine Company's books and records as same pertain to sales of records subject to the Agreement as to which royalties are payable to you, provided that any such examination shall be for a reasonable duration, shall take place at Company's offices during normal business hours on reasonable prior written notice and shall not occur more than once in any calendar year.
(t) Mechanical Royalties: Controlled Compositions shall be and are hereby irrevocably licensed to Company and its Companys: (i) for the United States, at a royalty per Controlled Composition equal to 100% of the United States minimum statutory rate applicable to the use of compositions on phonorecords under the United States Copyright Law (without regard to playing time) in effect as of the initial release of the Master (the "Effective Date"), or, if there is no statutory rate in the United States on the Effective Date, the per composition rate (without regard to playing time) then generally utilized by major record companies in the United States; and (ii) for Canada, at a royalty per Controlled Composition equal to 100% of the Canadian statutory per composition rate (without regard to playing time) in effect as of Effective Date, or, if there is no statutory rate in Canada as of such date, the per composition rate (without regard to playing time) generally utilized by major record companies in Canada as of the Effective Date. Mechanical royalties shall be paid on 100% of Publishing Net Sales. Mechanical royalties payable in respect of Controlled Compositions for Publishing Net Sales other than from top-line, full-priced sales through normal retail channels shall be 75% of the rates set forth above. You also grants to Company and its Companys an irrevocable license under copyright to reproduce each Controlled Composition in audiovisual materials in any and all media, to exploit, reproduce, distribute and perform Videos in any manner, during the Term and throughout the Territory, and to authorize others to do so. Company shall pay a music publishing royalty for each such Video sold, paid for and not returned at a rate equal to eight cents ($0.08) per Controlled Composition; provided that in no event shall the aggregate mechanical royalties payable by Company in respect of all Compositions contained in any particular Video exceed eight percent (8%) of the “royalty base price” for such Video.
(u) Videos : All Video Production Costs paid or incurred by Company shall constitute additional Advances, one hundred percent (100%) of which shall be recoupable from all royalties credited to your account pursuant to the agreement.
(v) Representations/ Warranties: You warrant and represent as follows: (a) you are the sole and exclusive owner of the Masters (including each remix of the Masters), the Artwork, and all rights in and to such Masters and Artwork, under copyright and otherwise, throughout the Territory; (b) you, Artist nor any other person or entity has sold or assigned to any other person or entity or otherwise disposed of any right, title or interest in or to the Masters or Artwork; (c) no uses of the Masters have been made by you, Artist or any other person or entity other than making the Masters available on various digital service providers. Immediately upon Company’s request, you shall cause exploitations of the applicable Masters on digital service providers to cease; (d) there are no claims or threats of claims of litigation involving the Masters or Artwork; (e) each person or entity who rendered any service in connection with, or who otherwise contributed in any way to the making of the Masters and Artwork, or who granted to you or Artist any of the rights referred to in the Agreement, had the full, right, power and authority to do so, and was not bound by any agreement which would restrict such person or entity from rendering such services or granting such rights; (f) all recording costs and expenses incurred in the creation and production of the Masters have been paid in full; (g) all necessary licenses for the recording of the compositions performed in the Masters and Artwork have been obtained from the copyright owners, and all monies payable under such licenses or otherwise by reason of such recording have been paid; (h) no use by Company of the Masters, Artwork or any other materials, or any use thereof, will violate or infringe upon the rights of any third parties. You nor Artist shall not perform for the purpose of recording any composition embodied in the Masters, or any adaptation of any such composition, for any person or entity other than Company for use in the Territory on Records (including in radio or television commercials or otherwise for synchronization with visual images) before the date occurring five years after your Delivery of such Masters to Company. Company shall not be required to make any payments of any nature for, or in connection with the acquisition, exercise or exploitation of rights by Company pursuant to the Agreement, except as specifically provided in such agreement.
(w) Indemnity: Artist agrees and hereby does indemnify, save and hold Company harmless from any and all loss and damage (including court costs and reasonable outside attorneys’ fees) arising out of, connected with or as a result of any inconsistency with, failure of, or breach or threatened breach by Artist of any warranty, representation, agreement, undertaking or covenant contained in the Agreement, including, without limitation, any claim by any third party in connection with the foregoing. Pending the determination of any such claim, Company may withhold payment of all monies under the Agreement.
(x) Notices: All notices under the Agreement shall be in writing and shall be given by courier or other personal delivery, by overnight delivery by an established overnight delivery service (e.g., Federal Express, Airborne Express, UPS, etc.), or by registered or certified mail (return receipt requested) at the appropriate address set forth above, or at a substitute address designated in a notice (made in accordance with this paragraph) sent by the party concerned to the other party hereto, provided that all notices to Company shall be sent to the attention of its Executive Vice President, Business & Legal Affairs. Notices shall be deemed given when mailed or deposited into the custody of an overnight delivery service for overnight delivery, or, if personally delivered, when so delivered, except that a notice of change of address shall be effective only from the date of its receipt. Company may send royalty statements and payments to Artist by first class mail.
(y) Governing Law: The Agreement has been entered into in the State of California and its validity, construction, performance and breach shall be governed by the laws of the State of California applicable to agreements made and to be wholly performed therein. The New York courts (State and Federal), only, will have jurisdiction of any controversies regarding the agreement; any action or other proceeding which involves such a controversy will be brought in those courts, in Los Angeles County, and not elsewhere. The parties waive any and all objections to venue in those courts.
As used in the Agreement, the following definitions shall apply:
(aa) Records: Any form of reproduction, distribution, transmission or communication of, or facilitation of access to, masters (whether or not in physical form) now or hereafter known (including reproductions of sound alone or together with visual images) which is manufactured, distributed, transmitted or communicated primarily for personal use, home use, institutional (e.g., library or school) use, jukebox use, or use in means of transportation, including any computer-assisted media or technology (e.g., CD-ROM, DVD Audio, CD Extra, Enhanced CD, player application, widget) or use as a so-called “ringtone” in any form (e.g., as so-called “master ringtones,” “polyphonic ringtones” and “MIDI ringtones”).
(bb) Delivery: Your delivery to Company and Company’s acceptance, within thirty (30) days following the full execution of the Agreement, of a two track stereo master file containing the Master(s), fully edited, mixed, equalized and otherwise in the proper form for the production of the parts necessary for the manufacture of commercial records, together with the unmixed multitracks, inclusive of all session files and alternate mix passes inclusive of an instrumental mix, tv track mix, a cappella mix and mix stems (and, for any video, an HD-Cam and HD QUICKTIME 1280x720, with uncompressed audio and otherwise in accordance with Company's specifications) and all materials, consents, approvals, licenses, confirmed publishing splits and permissions necessary or advisable for Company to exercise its rights hereunder and for Company to accept the Master as “Delivered”.
(cc) Video: A recording embodying an audiovisual work primarily featuring the audio soundtrack of one (1) or more Masters.
(dd) Video Production Costs: All amounts paid or incurred in connection with the production, conversion and delivery of a Video. Video Production Costs include flat-fee payments to the publishers of musical works, unreimbursed costs and expenses incurred in the duplication and delivery of copies of such Video to Companys, and all direct out-of-pocket costs (such as for rights, artists including Artist, producers and other personnel, travel, per-diems, facilities, materials, services and use of equipment). If Company furnishes any of its own facilities, materials, services or equipment for which Company has a standard rate, the amount of such standard rate (or if there is no standard rate, the market value for the services or thing furnished, as determined by Company in its reasonable discretion) shall be deemed Video Production Costs.
(ee) Controlled Compositions: Any composition or material embodied in the Masters which, in whole or in part, is written, composed, owned and/or controlled, directly or indirectly, by Artist, any producer of the Masters and/or anyone associated or affiliated with Artist or any such producer.
(ff) Publishing Net Sales: 100% of net sales, less the “free goods” unit equivalent of 100% of standard discounts (i.e., discounts reflected in the PPD) and 100% of program discounts (i.e., discounts or rebates given by way of price breaks or so-called “free goods” to “one-stops,” rack jobbers, distributors or dealers, whether or not affiliated with Artist).
(gg) Materials: (i) all musical compositions and other material contained on the Masters, (ii) each name used by Artist, in connection with the Masters, and (iii) all other materials, ideas, other intellectual properties or elements contained in or used in connection with the Master or the packaging, sale, distribution, advertising, publicizing or other exploitation thereof.
(hh) USNRC: top-line, full-priced units of albums and digital downloads sold through normal retail channels in the United States.
(ii) Master(s): Each recording of Artist’s performance of the recording embodying the Composition from the inception of the recording thereof, including all edits, mixes and remixes thereof (if any) and all Videos relating thereto (if any) whether now existing or hereafter coming into existence. The Masters from the inception of recording includes all rehearsal recordings, “outtakes,” and other preliminary versions of the Masters with unfinished vocals which were created during the production of the Masters.