Instrumental distribution terms and conditions

Hi there! 

We Are Instrumental, and we are really excited to be working with you!

The following terms and conditions form (the “T&Cs”) between you and Instrumental in respect of the distribution of your Recordings and Associated Materials by us or our third-party partners (distributors) and/or licensees through consumer stores (including without limitation Apple, Spotify, Amazon, Deezer etc) (“Consumer Stores”). For the avoidance of doubt, reference to “you” or to “Artist” is to the Company or Artist who signs the Agreement, references to “the Agreement” is to the Distribution Agreement signed between us and you, and references to “us”, “we”, “our” or “Instrumental” is to BC Music Media Limited t/a Instrumental, a company registered in England and Wales with company number 12782535 whose registered office address is at Scale Space, 1st Floor, 58 Wood Lane, London, United Kingdom, W12 7RZ.

If you are signing the Agreement and approving these T&Cs on behalf of an Artist, or a company or another entity, you represent and warrant to us that you are authorised to sign on behalf of these persons/entities and bind them with the terms of this T&Cs, and that this can be relied upon by us when performing services under the Agreement (in which case, “you” will include all such persons/entities). 

By signing the Agreement, you are accepting the terms and conditions below, so please read and understand them completely before doing so. The T&Cs will automatically become effective on the date you sign the Agreement (the “Effective Date”).

1. THE LICENCE 
   1. By signing the Agreement, you irrevocably grant to us, throughout the world and during the Term, the non-exclusive right:
      1. to sell, copy, license, reproduce, communicate to the public, distribute and otherwise exploit your musical recordings (“Recordings”) by all means and media (“Sale”) through any and all Consumer Stores (existing now or may exist in the future);
      2. to collect all income deriving from such Sales; and
      3. use the name(s), photographs and likenesses, artwork images, biographical and other information (“Associated Materials”) provided by you or the artists whose performances are embodied on the Recordings in connection with the Recordings and our general business. 
      4. to authorise the creation, use and exploitation of User Generated Content (as defined below) through any and all Consumer Stores.
         

   2. You agree we shall have the right to authorise the creation, use and exploitation of User Generated Content embodying your Recordings, artwork, and other material provided by you in connection with the Recordings, as permitted and enabled by the features of the applicable Consumer Stores we distribute your Recordings to. As used herein, “User Generated Content” shall mean derivative works embodying your Recordings, artwork (including single and album artwork), and other material provided by you in connection with the Recordings which are created by third parties (such as users of Consumer Stores) and distributed and exploited via Consumer Stores. User Generated Content includes, but is not limited to: (i) videos and visual images synchronised in time relation with musical recordings; (ii) audio or audiovisual “remixes” which combine two or more recordings which may be edited together, mixed, remixed, edited or “mashed up”; (iii) visual or audiovisual material which manipulates still or visual images through editing and filters and (iv) other adaptations, alterations and manipulations of the Recordings, artwork and other material provided by you, by third parties. Notwithstanding the foregoing, you hereby expressly waive any rights of “droit moral” that may be afforded to you under the laws of any country either as an author, composer, performer, producer or in any other capacity in connection with the Recordings hereunder.

      As part of the development plan, we will be able to use your Artist Name, approved pictures, photographs, and biography (together, “Your Details”) in connection with promoting the Recordings and our business in general (including on our website and social media accounts). 

      Anything you deliver to us will be deemed approved for this purpose unless you tell us otherwise. If we obtain your written approval (including by email), we can continue to use Your Details in case studies on our website and/or our social media after the Licence Term.

2. OUR SERVICES
   1. In addition to our digital distribution services, we may offer you some additional services, which may include (but are not limited to):
      1. Assignment of a dedicated account manager;
      2. Provision of a suite of exclusive artist services which may consist of: pitching, algorithmic marketing, sync and/or access to technology tools; 

   2. For the avoidance of doubt, the provision of any or all of the above referred additional services will be at our discretion at all times and we cannot be held liable for breach of this Agreement in any event for non-provision of any of these additional services. 

   3. Our distribution services together with any other additional services available to you together will be referred to as “Services” under these T&Cs.
3. PAYMENTS, ACCOUNTING and YOUR RIGHT TO AUDIT
   
   1. We will pay you the Net Income (as defined in Section 3.2 below), in accordance with your share as detailed in the Agreement. A statement (“Statement”) of Net Income will be available for you to view and download via Instrumental’s royalty platform. We will endeavour to ensure the Statement is updated every month (each version, as updated, being a “Monthly Statement”).
   2. “Net Income” means all our actual receipts from Consumer Stores less any tax, fee, or other charge related to the Sale of your Recordings and/or the remittance of payments to you (“Recoupable Costs”).
   3. Net Income will be paid to you on a monthly basis. Once payment has been credited to your account, you will be able to withdraw all or any portion at your discretion. You will be responsible for any bank fees or other charges related to such withdrawals.
   4. If the amount due to you in a month is equal to, or less than, £100, we won’t pay you in that month; instead, we will wait until the amount due to you exceeds £100 before we pay you. We may pay you your Net Income for a month along with the Net Income for the following month, in the following month, and you agree that we won’t be in breach of this Agreement if we fail to pay you the Net Income in any given month as such.
   5. To be clear, timely Statement updates may be affected if there are delays of statements of account and corresponding payments to us (“Third Party Accounting”) from the Consumer Stores, and you agree that we will not be in breach of the Agreement if we fail to provide timely Statement updates due to any such delays. If there are any such delays, we will use reasonable endeavours to update the Statement as soon as reasonably practicable following our receipt of the applicable Third-Party Accounting.
   6. You may audit your Statement(s) as per the terms stated herein. For this purpose, you may, at your own cost, appoint a qualified music industry auditor or other representative experienced in music royalties to inspect Instrumental’s books and records of accounts in respect of the Statement, only to the extent they relate to the Recordings and the Associated Materials. You can only ask for one inspection per year and each Monthly Statement can only be inspected once. 
   7. If such audit correctly reveals an agreed underpayment of monies properly due to you, then we shall credit such agreed underpayment to your royalty account. 
   8. Any objection relating to any Statement or any lawsuit arising from such Statement must be made (and/or any lawsuit commenced) no later than one (1) year after the date the Statement is rendered, and you waive any longer statute of limitations that may be permitted by law. 
   9. To the extent that you owe any amounts to us, as a consequence of the Services here or under any other agreement between you and us, we shall have the right to deduct all or a portion of such amounts from any Net Income otherwise payable to you.
4. DELIVERY OF RECORDINGS
   
   1. For each Recording, you must deliver everything listed in Schedule 1 (i) within five (5) business days of the Agreement Date, for those tracks which have already been released, and (ii) at least twenty-eight (28) calendar days prior to the intended release date of such Recording, for those tracks which have not been released as at the Agreement Date.
   2. “Full Delivery” is when we have received and accepted everything listed in Schedule 1 for each Recording and its associated materials. For the purposes of the preceding sentence, “accepted” means when we confirm by email that everything received is technically satisfactory and that none of the files are corrupt.
   3. Full Delivery of all Recordings must occur by the date that is six (6) months after the Agreement Date.
   4. We, in our sole discretion, reserve the right to reject any materials (including, without limitation, Recordings, images and/or artwork) that you submit. You agree to submit all Recordings, images and artwork at your sole expense, in the format(s) required by us or the Consumer Stores.
   5. After having received everything we needed from you in order for us to be able to exploit your Recordings, we will provide them to the Consumer Stores as quickly as possible. It can however take a while for the relevant Consumer Stores to make your Recordings available to customers, and we shall not be held liable for any delays as such. 
5. WARRANTIES and REPRESENTATIONS
   
   1. 1. You warrant, represent and undertake that: 
         1. you are at least 18 years of age, and are entitled to enter into the Agreement and to grant to us all the rights granted to us in the Agreement;
         2. you have binding and legally enforceable agreements in place with each and every third-party who has contributed to the Recordings and Associated Materials (each a “Third Party Contributor”) (including without limitation performers, producers, mixers, featured artists and sample owners) and those agreements provide you with all rights necessary to allow you to fulfil your obligations in the Agreement without us being required to make payment to or reference to such Third Party Contributor in any way;
         3. you are responsible for any and all third party payments (excluding mechanical royalties) arising as a consequence of the exploitation of the Recordings and Associated Materials hereunder (including without limitation any payments to Third Party Contributors) unless we have agreed in writing to make such payments on your behalf (in which case such payments will be made solely as an accommodation to you and we will not incur any liability to you or such Third Party Contributors in respect of the same;
         4. all Recordings, the compositions embodied thereon, all Associated Materials, and any other assets delivered by you hereunder are owned or controlled by you and the use thereof as described or contemplated herein and/or on our site and/or Consumer Stores’ websites shall not infringe on the copyrights, trademark rights, publicity rights, moral rights or other rights of any person or entity, under the laws of any jurisdiction;
         5. you hereby grant or shall procure the grant of all necessary performer consents and waive (or otherwise agree not to enforce) all so-called moral rights or similar rights now existing or created in the future in any part of the world in respect of the Recordings and the compositions embodied thereon;
         6. you and we are free to use your (and any Third Party Contributor’s) name (including any professional names), approved likenesses and approved biographies on an unrestricted basis in connection with the production, packaging, promotion and exploitation of the Recordings and Associated Materials and in the promotion of Instrumental generally, and such use of the same will not infringe any third party rights;
         7. you will not make slanderous statements regarding Instrumental or that would materially reduce the potential value of the Recordings;
         8. there is currently no claim, action or other legal proceeding involving the Recording(s) now, pending or threatened, nor is there any basis for such (and you undertake to promptly inform us on becoming aware of any change in circumstances which may render this warranty untrue). 
6. INDEMNITIES
   
   1. You shall defend and indemnify Instrumental and any of its affiliates (including any directors, members, officers, employees and other representatives), Instrumental’s assignees and licensees against, any and all losses, damages, costs, and expenses (including reasonable legal fees) from any third-party claims arising out of or as a consequence of any breach of any warranty, representation or agreement made by you under the Agreement.
   2. We shall give you notice of any claim that is subject to the foregoing indemnification obligation as soon as reasonably and practicably possible. 
   3. If a claim is made, we shall have the right, at our sole discretion, to remove or disable access to the Recordings and/or any Associated Materials that are the subject of such claim, and/or to withhold payment of any monies due hereunder in an amount reasonably related to the claim and potential expenses. Any settlement of any claim shall be subject to our prior written approval (not to be unreasonably withheld or delayed).
7. DISCLAIMER
   1. THERE ARE NO REPRESENTATIONS OR WARRANTIES BY COMPANY, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, OTHER THAN AS EXPRESSLY SET FORTH IN THE TERMS OF SERVICE.
8. TERM and TERMINATION
   1. These terms shall apply at all times while you utilise the Services.
   2. If you would like us to cease exploiting your Recordings under the Agreement, you can notify us via sending an email to legal@weareinstrumental.com.
   3. We reserve the sole right at any time to modify, discontinue or terminate our services, or modify these terms and conditions. We will notify you thirty (30) days in advance of any such changes coming into effect, where you will have the right to terminate the Agreement by sending us a notice (via email to legal@weareinstrumental.com) before the effective date of the revised terms and conditions, if you do not want to be bound by the revised terms and conditions. By continuing to use our services without sending us such notice of termination, you agree to be legally bound by the revised terms and conditions and you may not alter these without our express written consent.
9. LIMITATION OF OUR LIABILITY
   
   1. Instrumental’s total liability to you under or in connection with the Agreement shall be limited to the total Net Income received by you in the preceding six (6) months to when the relevant claim arises.
10. CONFIDENTIALITY
    1. You acknowledge and agree that, in the course of negotiating and transacting business with us, you may become aware of certain otherwise confidential information related to Instrumental’s business and business practices. Except to the extent that such information is otherwise generally available to third parties or is required to be divulged by operation of law, you agree to keep such information confidential. You hereby expressly agree that Instrumental shall have the right to provide information relative to the sales of your Recordings hereunder to third parties, to aggregate such information in charts and other comparative informational materials, and to disseminate the same in any manner.
11. MISCELLANEOUS
    1. The Services may be used and accessed solely for lawful purposes. You agree to abide by all applicable local, state, national and foreign laws, treatises and regulations in connection with your use of our Services.
    2. This Agreement does not constitute a partnership or joint venture, a fiduciary relationship or the relationship of employer and employee, between you and Instrumental.
    3. Unless the context requires otherwise, under the Agreement words in the singular include the plural and the plural shall include the singular.
    4. If any part of the Agreement is deemed to be void, then the remainder shall remain in full force and effect.
    5. Instrumental may assign and/or sub-license its rights under the Agreement in whole or in part as Instrumental sees fit. You accept that the Agreement is personal to you, and you may not assign your rights or obligations under the Agreement, in whole or in part, without Instrumental’s prior written consent except your right to receive the Net Income under the Agreement provided that it shall be a condition precedent of such assignment that you provide Instrumental with all necessary accounting information in respect of the same.
    6. The Agreement contains all of the terms agreed between you and Instrumental and replaces any and all previous agreements, whether written or oral, concerning the subject matter of the Agreement. 
    7. Any failure or delay in exercising any right, power or privilege under the Agreement shall not operate as a waiver. Similarly, any single or partial exercise by a party of any right, power or privilege will not prevent any further exercise of such right, power or privilege, or the exercise of any other right, power, or privilege. A waiver of any term or condition of the Agreement in a particular instance won’t be deemed or construed to be a waiver of such term or condition in the future (unless the waiver expressly states that it should).
    8. All notices under the Agreement must be served by email to the relevant email address provided, and notices shall be deemed received twenty-four (24) hours after successful transmission of an email (i.e. where the sender does not receive an unsuccessful transmission 
    9. No party shall be in breach of the Agreement unless and until the other party has notified such party of the alleged breach and such party has failed to remedy such breach within a period of sixty (60) days of receipt of such notice.
    10. These terms shall be governed by and construed in accordance with the laws of England and the parties submit to the exclusive jurisdiction of the English courts.

Schedule 1 - Delivery

The list below includes requirements for both re-licenses and new releases with some exceptions depending on deal specifics - these are specified below.

Items to be delivered for each Recording

• WAV audio files
• Artwork
• ISRC Code (this will be provided by us for new releases if agreed upon in your deal)
• UPC Code (this will always be provided by us for new releases)
• Original release date
• Producer, Composers, Songwriters details (including publishing information)
• A list of all featured performers, background vocal performers, instrumental performers, mixers, producers, and engineers who provided services in connection with the applicable Recording (and signed consent forms in respect of the same granting you full ownership in the product of their services which you hereby grant to us for the Licence Term)
• Fully completed licences and clearances in respect of any so-called “samples”
• Any other information reasonably requested by us which is necessary for us to exploit the Recordings pursuant to the Agreement.

NB. We may, from time to time, request the following to be able to deliver a sync license, promote, remix, or reproduce certain recordings:

• All work and/or file copies used during recording and/or mixing including & so-called “stems”
• WAVs of instrumentals and radio edits/versions as reasonably requested by us