Gotchscape Digital Distribution Terms Of Service
This Terms of Service Agreement (hereinafter referred to as the “Agreement”) is made between You, acting on your own behalf or as the legal representative for a band, group, company, corporation or label (hereinafter referred to as the “Rights Holder”) and Gotchscape Entertainment (hereinafter referred to as the “Distributor”).
Gotchscape Entertainment is a Digital Content Distribution Company that facilitates the offering of sound recordings and video content to other Third-party Distributors and Digital Content Retailers (hereinafter referred to as the “Third Party Assignees”) for the purpose of selling music downloads to consumers over the Internet.
The Rights Holder hereby certifies that it owns or has the right to distribute, publish, sell, copy, transfer, convert, encode, integrate, digitally modify and deliver over the Internet all recordings provided to Gotchscape Entertainment LLC in connection with Gotchscape’s services
In consideration of the respective covenants contained herein, the parties hereto, intending
to be legally bound hereby, agree as follows:
- Grant of License
- Distribution of Content: Rights Holder hereby grants to Distributor an exclusive right and license during the Term of Grant to act as the
licensor and digital distributor of content supplied by Rights Holder and designated as Licensed Recordings.
- Distribution of Artwork: Rights Holder hereby grants to Distributor
and Distributor’s Third-Party Assignees an exclusive right and license
during the Term of Grant throughout the Territory to distribute, display, publish, copy, transfer, convert, encode, integrate, digitally modify and deliver over internet digital platforms any artwork, writings, or pictorials supplied by Rights Holder to Distributor for the purpose of promoting the sale of the video content and sound recordings.
- Release: Rights Holder hereby authorizes Distributor and Distributor’s Third-Party Assignees to immediately release, sell via downloading, sell via burning, publish, and/or deliver over the Internet the Digital Video & Audio Transmissions of the Licensed Recordings and any artwork, writings, or pictorials supplied by Rights Holder to the Distributor for the purpose of promoting the sale of Rights Holder’s video content and sound recordings during the Term of Grant throughout the Territory.
- Content Streams: Rights Holder hereby grants to Distributor and Distributor’s Third-Party Assignees an exclusive right and license during the Term of Grant throughout the Territory to perform the Digital Video and Audio Transmissions of the Rights Holder’s Licensed Recordings by means of streaming digital transmissions for the purpose of audio listening and video viewing by subscription consumers or for the purpose of promoting the sale and distribution of the recording. Rights
Holder shall receive no royalty or payment of any kind for the performance of “video and audio content clips” WHEN such performance is for the purpose of promoting the sale of Rights Holder’s video content and sound recordings.
- Portable Subscriptions: Rights Holder hereby grants to Distributor and Distributor’s Third-Party Assignees an exclusive right and license during the Term of Grant throughout the Territory to perform and deliver to portable subscription services the Digital Video and Audio Transmissions of the Rights Holder’s Licensed Recordings by means of streaming digital transmissions and downloading for the purpose of audio listening and video viewing by portable subscription consumers.
Reserved Rights: The Rights Holder reserves all rights and license not expressly Granted to Distributor and Distributor’s Third-Party Assignees hereunder.Ownership of the Licensed Recordings and Licensed Artwork shall remain with Rights Holder or Its licensors.
2. Territory. The Territory shall be the world.
3. Term of Grant: The Term of Grant shall commence upon the date hereof and shall continue until the Rights Holder cancels in writing with Gotchscape Entertainment or for the agreed duration whichever is shorter, with automatic yearly renewals if not cancelled.
4. Right Holder’s Obligations: Right Holder shall deliver the Content to Distributor with all information required to identify Compositions, album titles, album artist(s), catalog numbers, track numbers, and whether Masters contain explicit lyrics and notify Distributor in writing of any restrictions that may apply to the sales of Right Holder’s Content, including any territorial resale restrictions.
5. Distributor’s Obligations: Distributor shall be responsible for any royalties payable with respect to the Content, use reasonable efforts to promote and market Right Holder’s Content.
- Upon termination of this Agreement or receipt of written notice from Right Holder, Gotchscape Entertainment LLC shall, remove Company’s Content from its Digital Music Service.
- Right Holder shall hold Gotchscape Entertainment harmless from any and all claims, including reasonable attorney’s fees arising from Right Holder’s breach of this Agreement.
6. Royalties: Gotchscape Entertainment LLC. shall collect all sums due arising from sales of Right Holders Content to Service Users. Distributor shall pay eighty percent (80%) of the sales to Right Holder and shall retain twenty percent (20%) of the sales as its distribution fee. All payment shall be made via Mpesa, Paypall or wired bank transfer.
7. Termination: This Agreement and the transactions contemplated herein shall commence on the effective date and shall continue for an initial term of one (1) year. Thereafter, the Agreement shall automatically renew for one-year terms unless
Rights Holder provides written notice to terminate this Agreement.
8. Distributor’s Representation & Warranties:
- Distributor has full authority to enter into this Agreement and warrants that it shall fully comply with all obligations.
- Distributor may make or authorize Resellers to make previews available for promotional or marketing purposes, free from royalties for any publishing or public performance licenses
9. Entire Agreement: This Agreement sets forth the entire agreement between the Distributor and the Rights Holder with respect to the subject matters hereof. No Modification, amendment, waiver, termination or discharge of this contract or any other provision hereof shall be binding upon the Distributor and/or Distributor’s ThirdParty Assignees unless confirmed by written statement signed by an officer of the Distributor.
No waiver of any provision of this contract or of any default hereunder shall affect the Distributor’s rights thereafter to enforce such provisions or to exercise any right or Remedy in the event of any other default or breach.
The Distributor reserves the right to unilaterally modify, amend, add, or delete provisions to this contract upon giving written notice to the Rights Holder. The Rights Holder will then have thirty (30) days to refuse to bind by the modification after which the provision will become a part of the agreement between Distributor and Rights Holder without any further action required by either party.
10. Confidentiality: Except as required by law, each party will maintain in strict confidence all confidential information and will not reveal to any third party the terms and conditions of this Agreement.
11. Governing Law: This Agreement shall be deemed to have been made in the Republic of Kenya and its validity, construction, and effect shall be governed by the laws of the Republic of Kenya.