Fidarr Artist Agreement
This agreement is between Fidarr Partners Limited and the ‘artist’ signing up to Fidarr.
Whereas, Fidarr operates a digital music sales and streaming service (“Service”) whereby users may sell and stream their content. Whereas, Artist wishes to sell or stream content on the Service to generate revenue and for promotional reasons;
Now, therefore, the parties hereby agree as follows:
- “Content” shall be defined herein as music, and accompanying and/or synchronized artwork, photos, videos, animations, text, logos, names, trademarks, biographical information, images and likenesses.
- The Artist may submit Content via online through the Fidarr Artists Portal.
- All Content shall be the original contents of the Artist the one signing up must hold and or control the intellectual property rights the material uploaded through the Service. The uploading party may be held solely liable by third parties to copyright where the appropriate rights are not held by the said party. Fidarr reserves the right to remove any Content from the platform for any reason, including but not limited to “take down” requests issued by third parties.
The Term of this Agreement shall be at will, terminable on 30 days written notice by either party prior to the end of any calendar month. The closing of your Fidarr account shall be considered a termination of this Agreement.
The territory for this Agreement (“Territory”) shall be worldwide. Notwithstanding the foregoing, Fidarr does not guarantee that Content will be available for viewing in any particular territory and may restrict access based on territory in its sole discretion.
- Grant of Rights:
You hereby license to Fidarr the following rights in and to the Content, for the Term and throughout the Territory:
- The right to distribute the Content via sales, archived, and on-demand streaming to end users of the Service (“Users”). Such right includes the right to synchronize and publicly perform sound recordings and musical compositions as contained in the sound Content for the purpose of accomplishing such sales and streaming.
- Fidarr is authorized to use content provided by artists in Fidarr’s marketing, advertising, promotions or any form of promotions of the brand Fidarr.’
- Revenue Generation:
- Revenue Split: Artist shall receive 70% of Net Revenues. “Net Revenues” shall mean Gross Tip revenues (and subscription revenues, if applicable) from your Channel less direct third party payment processing costs, App Store fees, Google Play fees, similar fees payable to a retail platform through which the Service is sold, and fees payable to third party rights holders of musical compositions, including third party songwriters, music publishers, and performance rights organizations (“PROs”). For any “blanket” or “catalog” agreements with PROs or music publishers, the cost of such licensed shall be assessed pro-rata based on your percentage of revenues.
- Stream Value: Streaming from subscription, artist will receive compensations each time their content is streamed, with: Value per stream set at $0.0045 while streaming from free users, artist will receive compensations each time their content is streamed, with: Value per stream set at $0.0025.
- Payment of Revenue:
Revenue generation will only start once our mobile application is ready and you agree to allow your song to be streamed for FREE on our platform until revenue generation starts.
- Takedown Procedure:
If you wish to remove your contents from our library? Write an email to firstname.lastname@example.org and the same will be removed accordingly.
- New Features, Services, and Platforms:
From time to time Fidarr may add additional features, services or platforms to the Service. If such new features or services necessitate any amendment to this agreement, such amended terms to the Service will be delivered to you via email. Upon indicating your assent to such updated terms (e.g. by clicking “I agree” or by a similar process) such amendment shall be effective.
- Terms of Service:
You hereby consent to the Fidarr Terms of Service (insofar as they apply to Artists and content owners), and as may be updated from time to time via the procedures contained therein. In particular, you agree that you will not employ any techniques or make use of any services, automated or otherwise, designed to misrepresent the popularity of your Content on the Service, or to misrepresent your activity on the Service, including without limitation by the use of bots, botnets, scripts, apps, plugins, extensions or other automated means to register accounts, log in, play Content, or otherwise to act on your behalf, particularly where such activity occurs in a multiple or repetitive fashion.
- Warranties and Indemnities:
(i) Artist warrants represents, covenants and agrees that:
- the party executing this Agreement (via acceptance through the Service) on behalf of Artist is at least 18 years of age,
- has the right and authority to enter into this agreement and to grant to Fidarr all rights specified,
- all of the Content, logos, trademarks, metadata, and any other materials furnished by Artist to Fidarr relating to the Content are owned or controlled by Artist and shall not infringe on the copyrights or other rights of any person or entity,
- Artist has not, prior to the date hereof, entered into any agreements which may prevent Artist from performing the terms of this Agreement,
- Artist shall comply with all applicable laws, rules and regulations governing its online activities including those concerning so-‐‑called “spam” transmissions,
- Fidarr shall not be required to make any payments of any nature (including, without limitation, royalties to copyright owners in respect of the compositions and sound recordings embodied on the Content and royalties to songwriters, composers, music publishers, artists, producers, and other performers and contributors) for, or in connection with, the acquisition, exercise or exploitation of rights by Fidarr pursuant to this agreement, except as specifically provided herein, only when we official make revenue accumulation known to the artists and it’s stars counting.
(ii) Fidarr warrants and represents that it has the right and authority to enter into this agreement and that the conduct of its Service complies with all applicable laws.
(iii) Notwithstanding any other provision hereof, Fidarr does not warrant or guarantee its service will be uninterrupted or error-free.
In addition, Fidarr makes no warranties or representations as to the functionality, performance or results of Fidarr’s software and technology or updates and upgrades thereof.
Fidarr further disclaims all warranties and guarantees as to the reliability of data and statistics that Fidarr may provide you as part of its service.
(iv) Each party shall defend and indemnify the other party (including its directors, members, officers, employees, consultants, and other representatives) against any expenses or losses resulting from a third party claim arising from a breach or an allegation which if true would constitute a breach, of any of the party’s respective representations, warranties, covenants or agreements contained herein, including reimbursement of reasonable attorneys’ fees and litigation expenses. The indemnified party shall give the indemnifying party prompt written notice of any claim and, if the indemnified party so requests, the indemnifying party shall defend the indemnified party at the indemnifying party’s expense with counsel approved by the indemnified party. Any settlement shall be subject to the indemnified party’s prior written approval. If a claim is made that triggers the indemnification obligations hereunder, Fidarr shall have the right, in its discretion, to take down the Content concerned, suspend or terminate the operation of the shop, and to withhold payment of monies payable to Artist hereunder in an amount reasonably related to the claim and potential expenses in connection therewith.
- Limitation of liability:
Except with regard to artist’s indemnification obligations set forth herein, and with the exception of any damages arising from the breach by artist of the confidentiality obligations, neither party nor its affiliates or representatives shall be liable for any indirect, incidental, special, punitive or consequential damages or for any lost or imputed profits or revenues or lost data or costs of cover arising from or related to this agreement, or either party’s performance or nonperformance under this agreement regardless of the legal theory under which such liability is asserted and regardless of whether a party has been advised of the possibility of any such liability, loss or damage. Company’s liability hereunder shall in no event exceed the total revenue share paid by company to artist within the three months preceding the event giving rise to such damages.
Artist agrees that it shall, instruct in writing its attorneys, accountants and other professional advisors to, hold in confidence and not communicate, transmit, publish, disseminate or otherwise disclose any of the terms and conditions of this agreement or any information regarding Fidarr’s business learned in the course of dealing or performance hereunder including User Data (collectively, “Confidential Information”).
Confidential Information shall not include information which
(i) at or prior to the time of disclosure was known to or independently developed by Artist;
(ii) at or after the time of disclosure becomes generally available to the public through no wrongful or negligent act or omission on Artist’s part;
(iii) Artist receives from a third party free to make such disclosure without breach of any legal obligation; or
(iv) is required to be disclosed pursuant to any statute, regulation, order, subpoena or document discovery request (as to which Artist shall give Fidarr prompt notice). The fulfillment of Artist’s obligations under this subparagraph is integral to the success of Fidarr’s business dealings and Fidarr shall be entitled to injunctive relief to enforce the provisions hereof without limitation of its other rights.
- Governing Law; Exclusive Venue.
This agreement shall be governed by the laws of Nigeria. The parties hereby grant to courts in Nigeria exclusive jurisdiction to hear any disputes arising out of or relating to this agreement; no action may be instituted in any other venue. In the event that the parties engage in a formal dispute hereunder, the prevailing party shall be entitled to recover reasonable attorneys’ fees and costs from the other party.
Artists may not assign this Agreement or its rights and responsibilities under this Agreement, without the prior written consent of Fidarr. Fidarr may assign its respective rights under this Agreement to a parent entity, an entity that acquires substantially all of its assets or to a subsidiary or other entity controlled or under the common control of Fidarr. This agreement will be construed in accordance with the laws of Nigeria, except that State’s choice of law provisions. If any provision of this agreement is deemed unenforceable or void, the balance of this agreement shall remain in full force and effect. Artist warrants that Artist has not been induced to execute this Agreement by any agreements or statements made by Fidarr or its representatives as to the nature or extent of Fidarr’s proposed exercise of any of the rights, licenses, or privileges granted to Fidarr by this Agreement. A waiver by either party of any term or condition of this agreement in any instance will not be deemed or construed as a waiver of such term or condition for the future or any subsequent breach thereof. All remedies, rights, undertakings, obligations or agreements contained in this agreement will be cumulative and none of them will limit any other remedy, right, undertaking, obligation or agreement of either party. This agreement constitutes the entire agreement between Fidarr and Artist relating to its subject matter, and supersedes all prior agreements between Fidarr and Artist, whether oral or written, relating to its subject matter, and may not be modified except in writing signed by both parties. Notice may be given by any of the following methods and shall be deemed to have been received: upon personal delivery; if sent by fax, upon confirmation of receipt; or if sent by certified or registered mail, postage prepaid, five (5) days after the date of mailing; by email or other electronic transmission as follows: if to Artist: to the email address provided in Artist’s Fidarr account and if to Fidarr: email@example.com You agree that you have had the opportunity to have this agreement reviewed by an attorney, and you have done so or you knowingly waive the right to do so.
- Both parties shall work assiduously to achieve tasks outlined in this agreement.
- Both parties hereby agree that in the event of any dispute arising in relation to the implementation or interpretation of this agreement, there shall be mutual consultation between both parties with a view to securing a resolution of the dispute.