Terms & Conditions

This Catalog — Digital Music Distribution Agreement (the "Agreement") is made and entered into between YOU (hereinafter referred to as the "Contractor") and BACKTUNE LLC (hereinafter referred to as the "Distributor"), located at 1209 Mountain Road PL NE STE R, Albuquerque, NM 87110.

1. Purpose

The Contractor agrees to deliver the Content to the Distributor exclusively for digital distribution worldwide during the Exclusive Distribution Period. This includes both back catalog and new releases.

2. Content

The Content includes all Recordings, Music Videos, and Ancillary Material owned or controlled by the Contractor during the Agreement's term, along with any Content submitted via the Distributor's platform or other agreed delivery methods, plus all associated Metadata and documentation.

3. Territory

This Agreement grants the Distributor all necessary authorizations and rights for the Worldwide distribution of the Content.

4. Exclusive Distribution Period

This Agreement begins on the Effective Date and lasts for an Initial Period of 3 year(s), starting when the Contractor delivers the first Recording to the Distributor. After this, the Agreement automatically renews for additional Extended Periods of 2 year(s) each, unless either party gives written notice at least 3 month(s) before the next renewal date.

5. Financial Terms: Revenue Sharing

The Contractor shall be entitled to receive a revenue share ranging from 70% to 85% of the Net Receipts collected by the Company.

5.1 Default Revenue Share

By default, the Contractor shall receive 70% of Net Receipts, calculated after deduction of:

• Mechanical Rights (if applicable)
• Duties and taxes (including withholding taxes)
• Any applicable third-party fees

5.2 Performance-Based Revenue Upgrade

The Contractor may request an increased revenue share based on performance metrics:

• 80% Revenue Share — If the Contractor's YouTube channel, Spotify profile, or primary platform reaches 500,000+ subscribers, followers, or listeners
• 85% Revenue Share — If the Contractor's platform reaches 1,000,000+ subscribers, followers, or listeners

5.3 Request & Approval

• The Contractor may request a revenue upgrade at any time
• All requests are subject to Company review and approval

5.4 Custom Revenue Deals

The Company reserves the right to offer custom revenue share agreements to any Contractor based on strategic, promotional, or business considerations.

5.5 Final Calculation

All revenue shares shall be calculated based on Net Receipts, after deduction of applicable fees, taxes, and third-party costs.

6. Exclusive Rights Granted to Backtune

6.1 Distribution Rights

During the Exclusive Distribution Period, the Contractor grants the Distributor exclusive, irrevocable, and worldwide rights to promote, exploit, and digitally distribute the Content. This includes the right to sub-license to DSPs, use the Artist's branding for promotion, and manage metadata.

6.2 UGC Platform Rights

The Distributor has the exclusive right to manage Content use on UGC Platforms (YouTube, TikTok, Facebook, Instagram, etc.). This includes monetization via Content ID, blocking policies, and channel management.

7. Delivery Timeline & Commercial Release

The first items of New Releases must be delivered no later than one (1) month after the Effective Date. Content delivered less than one (1) week before the planned release date may be delayed by DSPs. The Distributor reserves the right to adjust Metadata to meet DSP requirements.

8. Mechanical Rights

If DSPs require Mechanical Rights licenses, the Distributor will use reasonable efforts to manage these on behalf of the Contractor. If licenses are unavailable in a territory, the Distributor may suspend distribution in that specific territory.

9. Payment Terms, Taxation & Audit

9.1 Statements

Monthly royalty statements will be generated. Revenue earned in a given month (e.g., January) will be reported between the 1st and 5th of the second following month (e.g., March). Payments are processed between the 15th–20th if the balance exceeds USD $50.

9.2 Self-Billing

The Contractor authorizes the Distributor to issue invoices on their behalf ("Self-Billing").

9.3 Audit Rights

The Contractor may audit the Distributor's records once per calendar year with 30 days' notice. If an underpayment greater than 10% is found, the Distributor reimburses audit costs up to USD $1,000.

9.4 Tax Compliance

Contractors must submit valid tax forms (W-9 for US, W-8BEN for Non-US) via the Distributor's system before receiving payments.

10. Representations and Warranties

The Contractor guarantees they have the full legal right to grant distribution rights and that the Content does not infringe on any third-party rights. The Contractor is responsible for all payments to artists, producers, and contributors.

11. Claims, Remedies & Indemnification

11.1 Third-Party Claims

If any third party makes or threatens a claim (a "Claim") against the Distributor concerning the Content, or if the Contractor materially breaches this Agreement, the Distributor will notify the Contractor in writing as soon as reasonably possible. The Contractor must then promptly take all necessary steps to settle, contest, or defend the Claim in good faith.

11.2 Fraud & Takedowns

• Invalid Takedown Fee: A USD $10 penalty per release applies for invalid claims or lack of ownership proof.
• Fraud Policy: If artificial streaming or fraud is detected, content will be removed, royalties withheld for up to 6 months, and potentially forfeited.
• Account Blocking: Fraudulent accounts may be permanently suspended.

11.3 Indemnification

The Contractor agrees to indemnify the Distributor against any losses or damages arising from a breach of this Agreement.

11.4 Voluntary Takedown Fee

If the Contractor requests a takedown without a valid legal reason, a non-refundable administrative fee of USD $10 per release applies.

12. Duration and Termination

Either party may terminate with 3 month(s) notice before the renewal period.

Early Termination Fee: If the Contractor terminates prior to the end of the Exclusive Period (without the Distributor being in breach), a one-time fee of USD $200 applies to cover administrative costs.

After termination, the Contractor retains dashboard access for 3 months to view final royalties.

13. Changes to Terms

Backtune reserves the right to modify, update, or change the terms of this Agreement at any time.

Any such changes will be communicated to the Contractor through the website, dashboard, or via email notification.

Continued use of Backtune's services after such changes shall constitute acceptance of the updated terms.

If the Contractor does not agree with the updated terms, they may terminate their use of the services in accordance with the termination provisions of this Agreement.

14. Miscellaneous

• Governing Law: Laws of New Mexico, USA
• Dispute Resolution: Good faith negotiation first, followed by mediation or arbitration in New Mexico, USA.
• Data Privacy: Compliance with applicable privacy laws.
• Electronic Signature: Valid under applicable electronic signature laws.

15. Content ID Eligibility

The Contractor acknowledges that eligibility for Content ID or similar fingerprinting systems (including YouTube Content ID) is subject to platform requirements.

To qualify, the Contractor must ensure that:

• The Content is 100% original and exclusively owned or controlled
• The Content is not publicly available through other distribution channels claiming Content ID rights
• No third-party samples, beats, or materials are used without proper exclusive licenses

Backtune reserves the right to approve or reject any Content for Content ID delivery at its sole discretion.

16. Definitions

• Content: Recordings, Music Videos, Artwork, and Metadata.
• DSPs: Digital Service Providers (Spotify, Apple Music, YouTube, etc.).
• Net Receipts: Actual amounts received by Backtune after deducting DSP fees, taxes, and direct costs.
• UGC Platform: User-Generated Content platforms like TikTok, YouTube, Facebook.