Distribution Agreement
World Entertainment Resource Company Distribution Agreement
As of April 4, 2022
This Distribution Agreement and Terms of Service (this “Agreement ”) is a binding legal
agreement between you and World Entertainment Resource Company (“Wentco.tv”, “our” or
“us”) regarding your use of our World Entertainment Resource Company service to distribute
your musical recordings to selected digital services and stores (our “Service”), World
Entertainment Resource Company content blocking and acoustic fingerprint service currently
known as Wentco.tv (defined further below), and any other uses of your musical recordings and
musical compositions by World Entertainment Resource Company and its licensees as
described herein. If you are entering into this Agreement on behalf of one or more other people,
a group, or a company or other entity, then by accepting this Agreement you represent and
warrant to us that you are duly authorized to do so on behalf of all such person(s)/entity(ies) and
to bind them to this Agreement and that DistroKid is fully entitled to rely on that fact (in which
case, the term “you ” includes all such people and entities) in our performance under this
Agreement.
By clicking to agree to this Agreement, you are accepting the terms and conditions below, so
please read and understand them completely before doing so. This Agreement will
automatically become effective on the date you click to agree to this Agreement (the “Effective
Date ”).
World Entertainment Resource Company DOESN'T TAKE ANY COPYRIGHT OR
OTHER INTEREST IN ANY OF YOUR MUSIC, ONLY A LIMITED LICENSE TO DISTRIBUTE.
PLEASE UNDERSTAND THAT YOU MUST OWN OR OTHERWISE HAVE THE LEGAL RIGHT
TO REPRODUCE AND DISTRIBUTE 100% OF THE RECORDINGS, MUSICAL
COMPOSITIONS, LITERARY WORKS, DRAMATIC WORKS, SPOKEN WORD CONTENT,
ARTWORK AND ANY OTHER MATERIAL THAT YOU INTEND TO UPLOAD AND
DISTRIBUTE VIA World Entertainment Resource Company SERVICE, INCLUDING
THE RIGHT TO MAKE AND DISTRIBUTE DIGITAL DOWNLOADS EMBODYING THE
MUSICAL COMPOSITIONS THEREIN, AND ELECTRONIC TRANSMISSIONS OF SUCH
MUSICAL COMPOSITIONS (INCLUDING, WITHOUT LIMITATION, VIA STREAMING
SERVICES), AS NECESSARY.
FOR EXAMPLE, YOU CANNOT DELIVER TO US ANY REMIXES, OR RECORDINGS THAT
INCLUDE SAMPLES UNLESS YOU HAVE ALL NECESSARY WRITTEN PERMISSION FROM
THE SONGWRITERS AND FROM THE OWNERS OF THE APPLICABLE ORIGINAL
RECORDINGS. WE OFFER A SERVICE TO HELP YOU OBTAIN LICENSES FOR
RECORDINGS OF COVER VERSIONS OF MUSICAL COMPOSITIONS, BUT YOU MUST
OPT-IN TO AND REGISTER FOR THAT SERVICE IF YOU UPLOAD ANY COVER VERSIONS
TO US. YOUR RECORDINGS OF COVER VERSIONS WILL NOT BE AVAILABLE IN ANY
DIGITAL STORE UNTIL World Entertainment Resource Company RECEIVES NOTICE
THAT THE APPROPRIATE LICENSES HAVE BEEN CLEARED.
Please note that if you are a user of the World Entertainment Resource Company service only,
you agree to the applicable portions of this Agreement, as well as the “World Entertainment
Resource Company Addendum” located at the end of this Agreement.
1. World Entertainment Resource Company SERVICE AND YOUR RECORDINGS
a. World Entertainment Resource Company Service enables you to upload to our servers digital
files containing audio-only musical sound recordings or audio-visual works and the underlying
musical compositions, literary works, dramatic works or spoken word content embodied therein
(“collectively, “Recordings ”) for distribution to your choice of digital stores, streaming services,
and other digital services within our distribution network ( “Digital Stores”; which shall include
UGC Services [as defined below]), who may make your Recordings available to their customers
and end users (“Customers”). Such musical compositions, literary works, dramatic works or
spoken word content embodied in the Recordings are sometimes referred to herein collectively
as “Compositions”).
b. Recordings must be musical sound recordings in single track, EP, or album configuration
(however, please note that Digital Stores will make your Recordings available to Customers to
purchase or stream as individual tracks i.e., you cannot require that a Customer purchase or
stream an entire album or EP as a single unit). We typically do not accept or distribute
ringtones, audio books, spoken-word records, digital booklets, or other types of content;
however, if we choose to do so, as determined by us on a case-by-case basis in our discretion,
the terms of this Agreement shall apply to such formats.
c. We can currently accept Recordings in WAV, MP3, AIFF, CDDA, MP4 (m4a), Windows Media
(WMA) and FLAC formats up to 250 MB in size (or up to 24-bit / 96kHz for WAV files). We
and/or the Digital Stores may require different formats or file sizes from time to time during the
Term, and World Entertainment Resource Company reserves the right to convert audio files of
the Recordings as necessary.
d. When uploading each Recording, you must provide us with all accompanying data that we or
a Digital Store may require (e.g., artist name, album title, each track title, genre), plus any
available cover art (in JPG format with RGB color or any other format that we or a Digital Store
may require). For purposes of this Agreement, all such data, metadata, information, image files,
artwork and any other materials you provide to us are included in the definition of “Recordings.”
We may also require that you indicate if the Recording contains explicit content, in which case a
Digital Store may tag it accordingly.
e. We will automatically generate unique identifying codes for each Recording and provide them
to your chosen Digital Stores. If you have a “Musician Plus” or “Label” account you can choose
to specify your own ISRC codes, but not UPC codes.
f. Once you have uploaded a Recording to our Site (defined below) for distribution, you can
delete it at any time during the Term. However, you can't remove a single track that was
included within an album if you want to do that, you must delete the entire album and then
re-upload the album with that song removed.
2. DIGITAL STORES
a. The rights granted by you to World Entertainment Resource Company are non-exclusive. Be
advised, however, that if you send your Recording(s) to the same Digital Stores via World
Entertainment Resource Company and a separate service, the double listing of your Recordings
may cause complications and/or problems in those Digital Stores.
b. We undertake to provide your Recordings to Digital Stores as quickly as possible. However, it
can take a few hours to a few days to several weeks for a Digital Store to integrate, process and
make your Recordings available to Customers, depending on the particular Digital Store and the
territory. Please be patient.
c. Each Digital Store will determine its pricing to its Customers, as well as format or media and
other terms on which it offers recordings (including your Recordings) to its Customers, in its
discretion and according to its business model. For example, in some cases your Recordings
may be available for permanent digital download on a pay-per-unit basis, in others Customers
may pay a monthly subscription fee to be able to stream or temporarily download your
Recordings along with other recordings. By way of further example, Digital Stores may also offer
your Recordings for free on a promotional basis, alone or together with other recordings, may
include (or decline to include) your Recordings in marketing promotions, may create editorial
content about your Recordings and the featured artists, may group Recordings by genre or
other designation, may create and allow Customers and others to listen to free preview clips of
your Recordings, all in their discretion. If you have a “Musician Plus” or “Label” account you can
specify suggested retail pricing for certain stores. Note that these prices are just suggestions,
and while stores usually adhere to custom pricing, ultimately stores can price however they like.
We aren't responsible for what Digital Stores do, and by opting into a particular Digital Store,
you agree to accept and have your Recordings made available to its Customers in accordance
with its pricing structure and other practices and policies from time to time, and in accordance
with its agreement with World Entertainment Resource Company.
d. We will distribute your Recordings to your selected Digital Stores on a worldwide basis (you
can't specify only certain countries or territories for particular Recordings). The “Territory” of this
Agreement is the universe, except where noted with respect to certain territories outside of the
United States.
e. Digital Stores may choose not to carry one or more of your Recordings at all or in certain
territories (or to remove Recordings at any time) per their policies and practices, so we can't
make any guarantees. We may also decline to distribute (or may remove from Digital Stores)
one or more Recordings from any or all Digital Stores if we receive any legal claims regarding
the particular Recording(s), if we reasonably believe that any legal claims or issues may arise, if
a Recording may violate the terms and conditions of any Digital Store, or for any other reason in
our business judgment. And if our agreement with any Digital Store expires or terminates, or if
that Digital Store ceases to operate entirely or in a particular territory, then your Recordings will
no longer be available through that Digital Store.
f. By opting into a Digital Store, you warrant to World Entertainment Resource Company that
you have read, understand, and agree to be bound by all of the terms and conditions of that
Digital Store, and that you and your Recordings and other content will comply fully with those
terms and conditions.
3. YOUR ACCOUNT
a. When you register for our Service and/or World Entertainment Resource Company you will
establish a username and password that will provide access to an online user dashboard for
your account on our website, currently www.worldentertainmentresourcecompany.com (our
“Site”). Please keep your username and password safe and secure, as you will be solely
responsible for any Recordings and other content uploaded and for all financial transactions and
other activity conducted through your account. We will not be responsible for any activity
transacted via or through your account.
b. At the time of registration, you choose which level of user account you would like, depending
on your budget and the level of services you want.
c. The artist name(s) you choose will last for the duration of the term of your Agreement with us,
and can't be changed. If you'd like to upgrade the level of your account during the year to add
artist names and/or services, please do so online. If you upgrade within your first 12 months as
a paying World Entertainment Resource Company member, we will process your payment for
the new account level and refund a prorated portion of your fee for the original account level (or
refund the original fee in full if you upgrade within fourteen (14) days after signing up). Any other
refunds are in World Entertainment Resource Company's sole discretion.
d. Your annual registration fee must be paid with a valid credit card and, as described below
under “Term,” will automatically recur annually until you terminate the Term of this Agreement.
Therefore, you must maintain a valid credit card on account with us throughout the Term. We
currently accept Visa, MasterCard and American Express, but reserve the right to add or
change payment methods during the Term. You expressly authorize World Entertainment
Resource Company to charge the applicable amount, plus any applicable taxes, to the credit
card you provided or, in our sole discretion, to deduct that amount from monies payable by us to
you. Any refunds are in World Entertainment Resource Company's sole discretion. In addition, if
you owe any fees or other amounts to World Entertainment Resource Company, we may deduct
or set-off such amounts from any current or future payments to you, in addition to our other
rights and remedies.
4. TERM
a. The term of this Agreement (the “Term”) will begin on the Effective Date and will continue for
one (1) year, unless renewed or terminated earlier.
b. The Term will renew automatically at the end of each annual contract period (and your credit
or debit card will be charged accordingly) unless you terminate your account prior the end of the
then-current contract year via your account on the user dashboard on the Site.
c. World Entertainment Resource Company may terminate the Term for any reason, including
but not limited to if we reasonably believe that you or any of your Recordings or other content
have violated this Agreement or the terms and conditions of any Digital Store, that you or your
Recordings infringe the intellectual property or other rights of any person or entity, if we are told
by any Digital Store or reasonably believe that Digital Stores will not accept your Recordings or
other content specifically or categorically, or that you are otherwise abusing our Service or any
Digital Store or engaging in fraudulent or illegal activity. We may also terminate the Term if the
credit or debit card that you provided to us expires, is cancelled, if our attempts to charge your
Service fee are declined for any reason, or if we reasonably believe that charges were incurred
fraudulently. So if the number, expiration date, billing address, or any other card or account
information changes, please be sure to update your World Entertainment Resource Company
account promptly via the Site user dashboard. At our sole option, we may nevertheless elect to
renew the Term and to deduct the applicable renewal fee from any and all sums payable to you
hereunder. We may also terminate the Term if our Service is discontinued for any reason.
d. After the end of the Term, we will notify all applicable Digital Stores to remove your
Recordings and will have no further obligation to you other than to account and pay for monies
earned during the Term. Customers who downloaded or otherwise accessed your Recordings
may be able to retain and continue listening to your Recordings even after the Term of this
Agreement is over.
5. GRANT OF RIGHTS
a. In order for us to provide the Service and to distribute your Recordings (which, solely for
purposes of clarity, and as a reminder to you, includes the Compositions) and related content to
your selected Digital Stores via our Service and/or on World Entertainment Resource
Company’s sites/services or digital platforms, including, without limitation, HyperFollow
(collectively, “World Entertainment Resource Company Sites”), our lawyers and the Digital
Stores need us to confirm that you grant us the non-exclusive, sub-licensable right and license
during the Term and throughout the Territory to:
i. reproduce and distribute your Recordings, to Digital Stores for them to sell or sublicense to
their Customers by any and all applicable digital (non-physical) formats, configurations,
technologies and methods (including, without limitation, permanent downloads, temporary or
“tethered” download, interactive and non-interactive streaming, “scan and match” services,
“cloud” services, digital jukeboxes, digital and online/wireless karaoke services, business
establish background services, home exercise background and audiovisual services, and other
audiovisual services) to any and all capable devices (including, without limitation, to personal
and tablet computers and smartphones), in each case as now or hereafter known. Without
limiting the foregoing, you acknowledge that the foregoing rights include the rights to allow
Digital Stores and/or their users to synchronize your Recordings in timed relation with visual
images, and any necessary rights of performance and reproduction required for the operation of
such Digital Stores;
ii. create, reproduce, publicly perform and make available, and to authorize Digital Stores to
reproduce, create and publicly perform and make available, free preview clips of your
Recordings via streaming format either on World Entertainment Resource Company Sites or via
the Digital Stores;
iii. authorize third-party partners and/or licensees of World Entertainment Resource Company,
which offer services permitting the creation, use and exploitation of so-called “remixes” of your
Recordings and so-called “user generated content” embodying your Recordings, including,
without limitation, YouTube, Facebook and Instagram (collectively, the “UGC Services”). Without
limiting the foregoing, you agree that World Entertainment Resource Company shall have the
right to grant UGC Services the following related rights: (1) to synchronize and authorize others
to synchronize your Recordings (which again, solely for clarification, includes the Compositions),
with visual images and/or combine excerpts of your Recordings with any series of still or moving
images, either pre-capture, post-capture or as a live stream; (2) to use and include your
Recordings and/or remixes of your Recordings in “Mix Content” which shall mean the
combination of two (2) or more whole or partial audio-only tracks which may be harmonically,
rhythmically or otherwise mixed, remixed, edited or mashed up; (3) to store, host, reformat,
make on-demand streams of, make conditional (“limited” or “tethered”) downloads of, and
display your Recordings as have been embodied in user videos, “art tracks,” audio-only tracks
(including remixes), label videos and Mix Content, and to make your Recordings available on
and through the UGC Services, including without limitation, in embedded YouTube video
players; (4) to reproduce, distribute, and prepare derivative works (including synchronization
rights and remix rights) based upon your Recordings, to the extent necessary for the purpose of
engaging in any of the foregoing activities, to collect all income from the foregoing activities, and
to create reference files and fingerprints of the Recordings, and to store and use such files; (5)
grant the UGC Services all necessary rights to (and to pass through such rights to users as
applicable) include the Recordings, in Google’s so-called “AudioSwap Library” (or any
successor product thereto which is owned or controlled by Google) and similar “libraries” of the
UGC Services, which consist of master recordings any of which users may add to their user
videos and/or Mix Content, as applicable; and (6) display album artwork in association with
videos and audio-only tracks created in connection with the UGC Services. The UGC Services
will also have the rights to (and to pass through such rights to labels and users as applicable):
(AA) create so-called “art tracks” using your Recordings; (BB) create reference files and
fingerprints of your Recordings; and (CC) use your Recordings in Facebook properties that
include musical emojis/stickers, video re-mix, send-a-lyric, virtual reality experiences, singalong
with lyrics. “UGC Services” shall include all mirror and derivative sites, including mobile, all
replacements or successor versions thereof, and all international versions thereof, and any
features thereof made available to paying or non-paying users through application programming
interfaces (or “apps,” as such term is commonly understood in the technology industry), and any
other product, device or service (including mobile devices), including embeds and playback
pages, capable of accessing the videos and audio-only tracks made available on or through the
UGC Services websites, even if accessed through a means other than such websites.
iv. display and otherwise use your artist(s) and/or label name and logo (if you have one) and all
artwork, song and album titles, all trademarks, service marks, logos and trade names, and all
artist, songwriter, producer and mixer names and approved likenesses, each as embodied in
metadata within the Recordings or otherwise provided by you (“Materials”), on World
Entertainment Resource Company Sites, on the Digital Stores' sites and services, and in any
marketing, advertising or promotional materials for our Service or for the Digital Stores. Without
limiting the foregoing, the Digital Stores may (but shall have no obligation to) create editorial
content regarding you and your Recordings and may classify or categorize the same for
inclusion within one or more genres;
v. collect income from the Digital Stores from their exploitation of your Recordings (and to collect
income after the Term from exploitation of your Recordings during the Term); and
vi. notify Digital Stores and other third parties of our rights and relationship per this Agreement,
and to include your name and logo (if you have one) in any listing of World Entertainment
Resource Company licensors.
b. You also grant to us and to your selected Digital Stores the right and license during the Term
and throughout the Territory to take all steps desired or required to effect the foregoing rights
and to distribute your Recordings and Materials as contemplated in this Agreement, including
without limitation, to store, host, cache, reproduce, convert, edit, serve, transmit and publicly
perform such Recordings, and as otherwise required pursuant to our agreements with those
Digital Stores, as may be amended from time to time during the Term. You understand that
Digital Stores may grant to Customers rights to use your Recordings beyond the Term of this
Agreement, even perpetual rights. As noted above, Digital Stores and/or we may decline to
distribute or otherwise exploit any Recordings or other Materials (or to remove any Recordings
that have already been distributed or offered to Customers) in our reasonable business
judgment. You will be deemed to have approved any artwork, photographs, biographical
material or other information or materials that you provide to us.
c. Additionally, and in no way limiting any rights granted by you herein above, you hereby grant
to World Entertainment Resource Company a direct license to publicly perform your Recordings
(which, solely for purposes of clarity, include the Compositions) on the World Entertainment
Resource Company Sites (including, without limitation, HyperFollow). In the event you are
affiliated with a performing rights society, performing rights organization or other collection
society (“PRO”) to which you have granted the non-exclusive right to administer the public
performance rights in and to your Recordings and/or Compositions, you agree to notify each
such PRO, in accordance with the requirements of your applicable PRO membership
agreement(s), of your agreement to grant the direct public performance license pursuant to this
paragraph and as otherwise provided in this Agreement.
6. YOUR RESPONSIBILITIES
a. You are solely responsible for and must have obtained all necessary rights, licenses, waivers,
clearances and permissions, including without limitation all music publishing rights and licenses
in order to distribute, reproduce, display, publicly perform, synchronize with audiovisual works or
otherwise exploit the Compositions (including the lyrics of such Compositions), throughout the
Territory for all Recordings and other Materials in order to enable World Entertainment Resource
Company and your selected Digital Stores to fully exploit all their rights hereunder free of any
claims, liens, encumbrances or other restrictions. Your uploading of Recordings and delivery of
any other Materials shall be your unqualified warranty and representation to us that you have
obtained any and all such rights required and necessary for World Entertainment Resource
Company and your selected Digital Stores to sell, distribute, publicly perform, promote, and
otherwise exploit such Recordings and Materials as contemplated under this Agreement,
including the waiver of all so-called “moral rights”, under the laws of any jurisdiction, on your
behalf as well as on behalf of any and all contributors involved in any manner with the creation
and delivery of your Recordings.
b. Without limiting anything in this Agreement, you are solely responsible for and shall timely
pay (i) any and all royalties, including without limitation all mechanical royalties and
synchronization fees, and all other amounts due to artists, producers, mixers, engineers,
licensors and any other royalty participants from the sales, license, performance and/or other
exploitation of your Recordings and Materials, (ii) any and all royalties, including without
limitation all mechanical royalties and synchronization fees, that may be payable by you to the
owners or administrators of copyrighted recordings (e.g., samples) and/or musical compositions
embodied in your Recordings, (iii) all payments that may be required under union, guild or other
collective bargaining agreements applicable to you or third parties, and (iv) any other royalties
(including without limitation mechanical royalties), fees and/or sums payable with respect to the
Recordings or Materials, including, without limitation, any royalties that may be required to be
paid, pursuant to the applicable laws of any jurisdiction, as a result of authorized exploitations
by World Entertainment Resource Company or your selected Digital Stores of your Recordings
(including, for purposes of clarity, the Compositions) for so-called performer’s rights, equitable
remuneration rights or neighboring rights, however characterized under local law. If any portion
of your Recordings are now or in the future administered in any territory(ies) by any PRO, you
are obligated to notify such third party PRO(s) of this Agreement. You understand and
acknowledge that World Entertainment Resource Company will not be making any such
payments on your behalf or otherwise. If you want World Entertainment Resource Company to
route a percentage of your earnings to another World Entertainment Resource Company
member, you may specify member(s) and percentages using World Entertainment Resource
Company’s “Teams” feature. WE DO NOT AND CANNOT PROVIDE YOU WITH LEGAL
ADVICE REGARDING YOUR OBLIGATIONS TO THIRD PARTIES, SO PLEASE CONSULT A
QUALIFIED LAWYER BEFORE ENTERING INTO THIS AGREEMENT AND UPLOADING ANY
RECORDINGS TO OUR SERVICE.
7. PAYMENT & ACCOUNTING TERMS
a. In full consideration of the rights and licenses granted hereunder, we will post to your World
Entertainment Resource Company account one hundred percent (100%) of any and all monies
that we actually earn and receive in U.S. Dollars in the U.S.A. from your selected Digital Stores
which are directly attributable to their exploitation of your Recordings, after deducting (i) any
applicable PayPal fees or other payment processing fees and (ii) if you have opted-into and
registered for our separate mechanical licensing service for cover songs, we will also deduct the
fee for that service and all applicable royalties paid to songwriters and publishers and (iii) if you
have opted-into and registered for our separate Content ID service, such as YouTube Money
service, which uses YouTube's ContentID service and other methods to detect videos that
contain your Recordings, we will deduct 20% from monies paid to us attributable to videos that
exploit your Recordings that were detected using these methods. If World Entertainment
Resource Company receives a lump-sum payment from a digital store that is not attributable to
any particular artist account(s) or specific Recordings from any particular artist account(s),
World Entertainment Resource Company will, in its sole discretion, determine if, and to what
extent, any portion of such monies shall be payable hereunder. Without limiting the immediately
preceding sentence, World Entertainment Resource Company may determine to distribute such
monies (i) on a pro-rata basis based on the number of artists with whom World Entertainment
Resource Company has distribution agreements; (ii) in its discretion among artists based on an
historical earnings and/or proxy formula determined solely by World Entertainment Resource
Company; or (iii) based upon the amount the Digital Store actually credits World Entertainment
Resource Company for your Recordings subsequent to the payment to World Entertainment
Resource Company. Once payment has been credited to your account, you will be able to
withdraw monies from your account at your discretion. You will be responsible for any bank fees
or other charges related to such withdrawals. Any sums that we receive in foreign currency will
be converted to U.S. Dollars at either the same rate received by us, or current spot exchange
rate at the time of transaction from store to World Entertainment Resource Company, or from
World Entertainment Resource Company to you. For the avoidance of doubt, your payment is
an “all-in” pay-through payment, from which you are solely responsible for paying and
accounting to all applicable taxes, tariffs, licensors, songwriters, publishers, artists, producers,
mixers and other third parties (unless you have opted into our optional mechanical licensing
service or optional YouTube Money service, in which case mechanical royalty payments to
songwriters and publishers, and YouTube Money fees, will be deducted prior to monies being
credited to your account ). We cannot offer any legal, tax, accounting and other advice; please
consult your own advisors regarding those matters.
b. You understand and acknowledge that Digital Stores may retain for themselves a portion of
income that they receive from Customers and may deduct or withhold sums from the amount
that they pay to World Entertainment Resource Company. Sums retained or withheld by Digital
Stores may include, without limitation, taxes and tariffs, administration fees, royalties or fees
paid to third parties, wire transfer fees, and credit card processing fees and chargebacks. World
Entertainment Resource Company shall be entitled to rely on payments and accountings
received from Digital Stores. Any objection relating to any accounting statement or any lawsuit
arising therefrom must be made (and/or lawsuit commenced) no later than one (1) year after the
date the statement is rendered, and you waive any longer statute of limitation that may be
permitted by law. You shall have no right to inspect or audit our books and records, or those of
Digital Stores.
c. World Entertainment Resource Company makes payments via PayPal and various other
methods and may deduct fees incurred by World Entertainment Resource Company in remitting
payment. Unless you use PayPal, you MUST BE APPROVED BY World Entertainment
Resource Company FOR ALL OTHER PAYMENT METHODS BEFORE RECEIVING
PAYMENT FROM DISTROKID. IT IS YOUR RESPONSIBILITY TO MAKE SURE YOUR
PAYMENT METHOD IS FUNCTIONAL. During the Term, we may change or add additional
payment methods. World Entertainment Resource Company also communicates with you via
email so YOU ALSO MUST PROVIDE World Entertainment Resource Company WITH
AN ACTIVE EMAIL ACCOUNT TO RECEIVE IMPORTANT NOTICES FROM World
Entertainment Resource Company, and you are responsible for making sure the email
account is active, able to receive emails from World Entertainment Resource Company, and that
your email address on file with World Entertainment Resource Company is up-to-date.
d. After we receive a payment for you from a Digital Store, we will notify you via your World
Entertainment Resource Company account dashboard. You must then affirmatively accept and
withdraw the payment from your World Entertainment Resource Company account in order for
us to transmit the royalties to you. We will also make available to you via your user dashboard a
portion of accounting statements that we receive from your selected Digital Stores for the
applicable period. We may redact those statements for any confidential information or
information related to third parties. If your account is maintained on behalf of a group, company,
partnership, or anything other than you alone, then you shall be responsible for paying anyone
else. We will only make payments to the individual accountholder, or any paid accountholders
you've specified in your Splits dashboard.
e. In World Entertainment Resource Company's sole discretion, and subject to your
Recording(s) meeting certain streaming and/or sales metric qualifications as determined by
DistroKid, from time to time throughout the Term, World Entertainment Resource Company may
notify you of the option to receive an advance payment of royalties less a processing fee which
shall be a specified percentage of each such advance payment (each, an “Accelerated
Payment”), the amount of which, including such processing fee, shall be determined by World
Entertainment Resource Company in its sole discretion. In the event World Entertainment
Resource Company notifies you during the Term of the opportunity to receive an Accelerated
Payment, World Entertainment Resource Company will provide notice of the proposed
Accelerated Payment amount (and the processing fee percentage), in each case. You shall
have the option to accept or decline each such Accelerated Payment, and if accepted, World
Entertainment Resource Company will make such Accelerated Payment in accordance with
your approved payment method. Each Accelerated Payment (less the processing fee) will be
fully recoupable against any monies otherwise payable to you hereunder. If this Agreement is
terminated for any reason prior to World Entertainment Resource Company's recoupment of any
Accelerated Payment, World Entertainment Resource Company will be entitled to keep your
account active and collect any resulting monies received by World Entertainment Resource
Company until such Accelerated Payment is fully recouped by World Entertainment Resource
Company.
f. If required by applicable law, we may withhold payments to you, in whole or in part, pending
receipt of your correctly completed Form W-9 (if you are a US resident for tax purposes), Form
W-8 (if you are a non-US resident for tax purposes), updated [annually / at our request], or any
other applicable tax-related forms evidencing that no withholding is required. If any information
provided on such tax forms is incomplete, incorrect or misrepresented, we reserve the right to
withhold sums due to you until all appropriate and correct information is submitted to and
received by us that relieve withholding. We also reserve the right to withhold sums due to you if,
based on appropriate and correct information that is timely submitted to and received by us,
withholding is required under applicable law. You agree to indemnify us and you will be
responsible for any costs, expenses and liabilities we may pay or incur as a result of any
incorrect, inaccurate or misrepresented tax or financial information provided by you.
g. If we receive a claim or notice or otherwise reasonably suspect that any of your Recordings
or Materials or your use of our Site or Service breaches any agreement, infringes any third party
rights, violates this Agreement or any law, rule or regulation, that there is a dispute regarding the
Recordings or Materials (including without limitation as to ownership or payment of monies), or
that your activities involve misrepresentation, misconduct, deception, fraud, or other
inappropriate conduct, then in addition to any other available rights and remedies, we may
suspend or terminate the distribution of your Recordings and/or the Term of this Agreement
and/or withhold payment of monies to you in an amount reasonably attributable in our discretion
to such Recording(s), Material and activity until and unless any and all claims or other conduct
are favorably resolved to our reasonable satisfaction, and we may deduct from your payments
our related attorneys' fees and legal costs in connection. You will forfeit any monies that are
attributable to your fraud, infringement or other illegal activity.
h. For the avoidance of doubt, this paragraph 7 shall not apply to you if you are only a client of
DistroLock and not the Service generally.
8. REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION
a. You represent and warrant to World Entertainment Resource Company that: (i) you are at
least 18 years of age and have the legal capacity, right and authority to enter into this
Agreement; (ii) you own or are otherwise fully vested of the necessary copyrights and other
rights in order to make the grant of rights, licenses and permissions herein, and that the
exercise of such rights, licenses and permissions by World Entertainment Resource Company,
your selected Digital Stores, and our and their respective permitted successors and assigns
shall not violate or infringe any applicable law, rule or regulation or the rights of any third party;
(iii) you have secured all third-party grants of rights, consents, licenses and permissions
necessary, including without limitation mechanical, synchronization and any other licenses from
copyright owners or proprietors, to grant all rights and licenses and otherwise fully perform all
obligations hereunder, and shall make all payments and otherwise comply with all of your
obligations under this Agreement; (iv) your Recordings and Materials, including, without
limitation, all visual content embodied in your audio-visual Recordings, do not and will not, and
the authorized use thereof by World Entertainment Resource Company, Digital Stores and their
Customers shall not, infringe any copyright, trademark or other intellectual property or other
rights (including without limitation rights of publicity, privacy or moral rights), of any third party, or
violate any applicable treaty, statute, law, order, rule or regulation; (v) the files containing the
Recordings and Materials that you upload or otherwise provide to us do not and will not contain
any bugs, viruses, trojan horses or other defects or harmful elements or digital rights
management restrictions; (vi) there are no actual or threatened claims, litigation, administrative
proceedings or other actions regarding any Recordings or Materials or otherwise adverse to full
exploitation of all rights and licenses granted hereunder; (vii) all data, metadata, and information
provided by you under or in connection with this Agreement is and will be true, accurate and
complete, and you agree to update the same promptly as necessary during the Term; (viii) you
will make, and World Entertainment Resource Company will not be responsible for, any
payments other than those specified in paragraph 7.a above in connection with the Recordings
and Materials; (ix) you will use the Site and Service only in accordance with this Agreement and
not for any fraudulent, infringing or inappropriate purposes; (x) any sale, assignment, transfer,
mortgage or other grant of rights in or to your interest in any of the Recordings or Materials shall
be subject to our rights hereunder and the terms and conditions hereof; (xi) there is no existing
agreement, and you will not enter into any agreement or perform any act, which materially
interferes or is inconsistent with the rights granted to us hereunder; (xii) you covenant and agree
not make any claim or bring any legal action related to this Agreement, against any Digital Store
or UGC Service so long as such entities are not in violation of the rights you have granted to
World Entertainment Resource Company hereunder; and (xiii) you have read and understand
this Agreement and have had the opportunity to consult with independent legal counsel in
connection with them.
b. You shall indemnify and hold harmless, and upon our request, defend, World Entertainment
Resource Company and our affiliates, sublicensees (including your selected Digital Stores and
their Customers), successors and assigns, and the respective directors, officers, shareholders,
members, managers, employees, agents and representatives of the foregoing, from and against
any and all claims, suits, proceedings, disputes, controversies, losses, liabilities, damages,
costs and expenses (including reasonable attorneys' fees and costs) resulting from: (i) a breach
or alleged breach of any of your warranties, representations, covenants or obligations under this
Agreement; (ii) any claim that the Recordings, Materials, data or information provided or
authorized by you or on your behalf hereunder or the use thereof by World Entertainment
Resource Company, a Digital Store, or an ID Service (if applicable) violates or infringes the
rights of another party; or (iii) any other act or omission by you or any of your licensors, agents
or representatives. You will promptly reimburse World Entertainment Resource Company and
any other indemnified parties on demand for any amounts subject to indemnification. We shall
notify you of any such claim and shall control the defense thereof, though you may participate in
such defense at your own expense. You may not settle any claim for which we may be liable
without our prior written consent, which we will not withhold unreasonably. If any facts, claims,
proceedings or other circumstances arise that would be subject to indemnification, then
DistroKid, in addition to any other right or remedy, shall have the right to withhold from any
payments otherwise due to you an amount reasonably related thereto until the claim,
proceeding or circumstance has been finally resolved, settled or fully adjudicated and the
judgment satisfied, or that the statute of limitations on such claim has run, or when you have
provided reasonable and adequate security for the claim. World Entertainment Resource
Company reserves the right to charge you (or deduct from monies payable to you) for any legal
fees incurred by DistroKid as a result of your violation of this Agreement.
9. NO WARRANTIES; LIMITATION OF LIABILITY
a. THE SITE AND SERVICE (INCLUDING World Entertainment Resource Company)
ARE OFFERED AND PROVIDED TO YOU AS-IS. World Entertainment Resource
Company MAKES NO GUARANTEES, REPRESENTATIONS OR WARRANTIES, EXPRESS
OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION AS TO
THE AMOUNT OF INCOME THAT MAY BE EARNED BY OR PAYABLE TO YOU
HEREUNDER, OR AS TO THE CONDITION, QUALITY, CONTINUITY OF OPERATION,
PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF
OUR SITE OR SERVICE. WE DO NOT GUARANTEE THAT ACCESS TO OR USE OF THE
SITE OR SERVICE WILL BE CONTINUOUS, UNINTERRUPTED, ERROR-FREE OR
SECURE. ANY AND ALL WARRANTIES ARE EXPRESSLY DISCLAIMED AND EXCLUDED.
ADDITIONALLY, IN CONNECTION WITH World Entertainment Resource Company,
DISTROKID MAKES NO GUARANTEES, REPRESENTATIONS OR WARRANTIES, EXPRESS
OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, THAT ALL
MUSIC SERVICES AND STREAMING SERVICES WILL CROSS-REFERENCE THEIR MUSIC
LIBRARIES AND UPLOADS WITH World Entertainment Resource Company
DATABASE OR THAT OF ANY ID SERVICE, OR THAT SO-CALLED “FINGERPRINT”
TECHNOLOGY WILL IDENTIFY ALL UNAUTHORIZED UPLOADS OF CONTENT ON ANY
SERVICE OR PLATFORM.
b. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER World Entertainment
Resource Company NOR ANY OF ITS AFFILIATES, EMPLOYEES, OWNERS,
EMPLOYEES, REPRESENTATIVES OR AGENTS WILL BE LIABLE FOR ANY INDIRECT,
INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES,
INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOST SALES, LOSS OF DATA OR
LOSS OF GOODWILL, FOR ANY ACTS OR OMISSIONS OF DIGITAL STORES OR THEIR
CUSTOMERS, ID SERVICES, OR FOR YOUR USE OF OR ACCESS TO THE SITE OR
SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING
NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER
OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A
LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL
PURPOSE. IN NO EVENT WILL World Entertainment Resource Company
AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT
EXCEED THE SUMS ACTUALLY DUE TO YOU IN ACCORDANCE WITH PARAGRAPH 7.a
ABOVE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL
ELEMENTS OF THE BASIS OF THE AGREEMENT BETWEEN World Entertainment
Resource Company AND YOU.
10. MISCELLANEOUS
a. This Agreement, together with the Privacy Policy applicable to our Site generally, contains the
parties' entire understanding and supersedes any prior or contemporaneous correspondence,
agreements or understandings regarding the subject matter herein. We may amend the terms of
this Agreement from time to time, in which case we will notify you by changing the date at the
top of this Agreement (so please be sure to check back often) and/or via e-mail or by notice to
your dashboard on the Site. You must terminate your account if you do not agree to the revised
Agreement; your continued use of the Site or Service (including World Entertainment Resource
Company) will be deemed your acceptance.
b. A party's waiver of a breach of any provision of this Agreement by the other shall not operate
or be construed as a waiver of any subsequent breach of the same provision or any other
provision of this Agreement. If any provision hereof is found invalid or unenforceable pursuant to
judicial decree or decision, the remainder of this Agreement shall remain valid and enforceable
according to its terms, such determination shall not affect any other provision hereof, and the
unenforceable provision shall be limited solely as necessary or replaced by an enforceable
provision that most closely meets the commercial intent of the parties.
c. World Entertainment Resource Company will not be liable for a curable breach of this
Agreement unless you provide us with written notice specifying the alleged breach that we
confirm receipt of, and we fail to cure such breach within ninety (90) days thereafter.
d. We may direct all notices and communications to you via the email address or street address
associated with your account and/or via your dashboard account on the Site. All notices to
World Entertainment Resource Company shall be sent to us at info@wentco.tv.
e. You may not assign, transfer or delegate any of your rights or obligations hereunder without
our prior written consent, and any purported attempt otherwise will be null and void ab initio. We
may assign, delegate, pledge, encumber, sublicense and otherwise transfer, this Agreement
and/or any or all of our rights and obligations in order to operate the Service and Site. This
Agreement will be binding on and inure to the benefit of the parties and their respective assigns
and successors in interest.
f. We reserve the right to modify, discontinue or terminate the Service (including World
Entertainment Resource Company) at any time and without prior notice. We are under no
obligation to provide the Service (including World Entertainment Resource Company)
continuously, or at all.
g. The relationship between the parties is that of independent contractors. This Agreement shall
not be deemed to create a partnership or joint venture, and neither party is the other's agent,
partner, employee, or representative.
h. This Agreement shall be construed and enforced exclusively in accordance with the laws of
the State of Louisiana, without regard to its conflict of laws principles. Any action or proceeding
brought by either party against the other arising out of or related to this Agreement shall be
brought only in a state or federal court of competent jurisdiction located in Louisiana County,
Louisiana, and the parties irrevocably consent to the in personam jurisdiction and venue of said
courts. You agree that service of process by us to you by one of the methods designated above
for the giving of notices will be deemed effective as personal service within Louisiana County,
and hereby consent to service of process by such methods.
World Entertainment Resource Company Addendum
By signing up for World Entertainment Resource Company, in addition to your agreement to the
applicable portions of the above Agreement, you further agree as follows:
1. Using World Entertainment Resource Company
World Entertainment Resource Company service (“World Entertainment Resource Company”)
enables you to upload Recordings to our servers in order for us (through our proprietary
technology or via our third party service provider Chromaprint (https://acoustid.org/chromaprint))
to generate acoustic fingerprints of your Recordings (“Fingerprints”) and submit same to our
partnered third party audio identification services (“ID Services”) with a request to block
unauthorized uploads of such Recordings. Please note that by uploading Recordings to
DistroLock, you authorize us to request that such ID Services block any third party uploads of
Recordings. We may also make the Fingerprints (but not the audio versions of Recordings)
available to third party music services so that they can use Fingerprints to detect, and block,
potential unauthorized uploads and releases of your Recordings on such services.
In order for us to provide World Entertainment Resource Company, you agree that World
Entertainment Resource Company may transmit, upload, register and maintain Recordings and
Fingerprints provided by you or created by us through the DistroLock.
We currently accept Recordings in WAV and MP3 formats in connection with World
Entertainment Resource Company. When you upload Recordings to World Entertainment
Resource Company, you may have the option to provide us with additional information, such as
artist name and song title. This information is not necessary for us to provide World
Entertainment Resource Company, but if you provide this information, it may be sent to ID
services and this information may become public.By using World Entertainment Resource
Company, you agree that your Recordings and the associated Fingerprints may be registered
with ID Services, which may include, without limitation, Audible Magic
(https://www.audiblemagic.com/), AcoustID (https://acoustid.biz/), and YouTube ContentID
(https://en.wikipedia.org/wiki/Content_ID_(algorithm)), in order to include such Fingerprints as
part of ID Services' databases. As these ID Services are governed by their own terms
conditions, you warrant that you have read, understand, and agree to be bound by all of the
terms and conditions of such ID Services. You acknowledge and agree that because we may
have no control over such third party ID Services, we are not responsible for the availability of
the ID Services, and do not endorse or warrant the accuracy of any ID Services, and shall in no
way be liable or responsible for any content, advertising, products, or materials on or available
from such ID Services. You further acknowledge and agree that we shall not be responsible or
liable in any way for any damages you incur or allege to have incurred, either directly or
indirectly, as a result of your use and/or reliance upon any such ID Services.
World Entertainment Resource Company reserves the right to accept or reject any Recordings
uploaded to World Entertainment Resource Company in DistroKid’s sole discretion, and World
Entertainment Resource Company shall not be required to create a Fingerprint of any
Recording or register any Recording with ID Services by reason of such Recording being
uploaded to the World Entertainment Resource Company.
2. Rights
In connection with World Entertainment Resource Company’s authorized designee, shall use
Recordings solely for the purpose of generating Fingerprints. World Entertainment Resource
Company shall be responsible for ensuring that its authorized designees comply with the
applicable portions of these Terms when using the Recordings. As between you and World
Entertainment Resource Company, you retain all right, title and interest in and to the
Recordings. Except as may be expressly set forth herein, or if you are also a user of the World
Entertainment Resource Company Service, no rights therein are licensed, transferred or
assigned to World Entertainment Resource Company. For the avoidance of doubt, this
paragraph shall in no way limit World Entertainment Resource Company’s rights under the
Agreement as same applies to your registration and use of the World Entertainment Resource
Company Service. As between you and World Entertainment Resource Company, World
Entertainment Resource Company retains all right, title and interest in and to the Fingerprints as
well as World Entertainment Resource Company, and any related software and technology,
including all intellectual property rights that exist therein that may exist. Subject to your strict
compliance with these Terms, we grant you a limited, personal, non-exclusive, revocable,
nontransferable, and non-assignable license to use World Entertainment Resource Company.
3. Term and Termination
Your agreement to this Agreement commences on the Effective Date and will continue unless
and until terminated by either party in accordance with the Agreement. Upon the termination of
the Agreement, World Entertainment Resource Company will no longer use Recordings
provided by you pursuant to this Agreement to generate Fingerprints for World Entertainment
Resource Company, however, any Fingerprints created and registered prior to termination will
remain registered with World Entertainment Resource Company and the ID Services.
As of April 4, 2022
This Distribution Agreement and Terms of Service (this “Agreement ”) is a binding legal
agreement between you and World Entertainment Resource Company (“Wentco.tv”, “our” or
“us”) regarding your use of our World Entertainment Resource Company service to distribute
your musical recordings to selected digital services and stores (our “Service”), World
Entertainment Resource Company content blocking and acoustic fingerprint service currently
known as Wentco.tv (defined further below), and any other uses of your musical recordings and
musical compositions by World Entertainment Resource Company and its licensees as
described herein. If you are entering into this Agreement on behalf of one or more other people,
a group, or a company or other entity, then by accepting this Agreement you represent and
warrant to us that you are duly authorized to do so on behalf of all such person(s)/entity(ies) and
to bind them to this Agreement and that DistroKid is fully entitled to rely on that fact (in which
case, the term “you ” includes all such people and entities) in our performance under this
Agreement.
By clicking to agree to this Agreement, you are accepting the terms and conditions below, so
please read and understand them completely before doing so. This Agreement will
automatically become effective on the date you click to agree to this Agreement (the “Effective
Date ”).
World Entertainment Resource Company DOESN'T TAKE ANY COPYRIGHT OR
OTHER INTEREST IN ANY OF YOUR MUSIC, ONLY A LIMITED LICENSE TO DISTRIBUTE.
PLEASE UNDERSTAND THAT YOU MUST OWN OR OTHERWISE HAVE THE LEGAL RIGHT
TO REPRODUCE AND DISTRIBUTE 100% OF THE RECORDINGS, MUSICAL
COMPOSITIONS, LITERARY WORKS, DRAMATIC WORKS, SPOKEN WORD CONTENT,
ARTWORK AND ANY OTHER MATERIAL THAT YOU INTEND TO UPLOAD AND
DISTRIBUTE VIA World Entertainment Resource Company SERVICE, INCLUDING
THE RIGHT TO MAKE AND DISTRIBUTE DIGITAL DOWNLOADS EMBODYING THE
MUSICAL COMPOSITIONS THEREIN, AND ELECTRONIC TRANSMISSIONS OF SUCH
MUSICAL COMPOSITIONS (INCLUDING, WITHOUT LIMITATION, VIA STREAMING
SERVICES), AS NECESSARY.
FOR EXAMPLE, YOU CANNOT DELIVER TO US ANY REMIXES, OR RECORDINGS THAT
INCLUDE SAMPLES UNLESS YOU HAVE ALL NECESSARY WRITTEN PERMISSION FROM
THE SONGWRITERS AND FROM THE OWNERS OF THE APPLICABLE ORIGINAL
RECORDINGS. WE OFFER A SERVICE TO HELP YOU OBTAIN LICENSES FOR
RECORDINGS OF COVER VERSIONS OF MUSICAL COMPOSITIONS, BUT YOU MUST
OPT-IN TO AND REGISTER FOR THAT SERVICE IF YOU UPLOAD ANY COVER VERSIONS
TO US. YOUR RECORDINGS OF COVER VERSIONS WILL NOT BE AVAILABLE IN ANY
DIGITAL STORE UNTIL World Entertainment Resource Company RECEIVES NOTICE
THAT THE APPROPRIATE LICENSES HAVE BEEN CLEARED.
Please note that if you are a user of the World Entertainment Resource Company service only,
you agree to the applicable portions of this Agreement, as well as the “World Entertainment
Resource Company Addendum” located at the end of this Agreement.
1. World Entertainment Resource Company SERVICE AND YOUR RECORDINGS
a. World Entertainment Resource Company Service enables you to upload to our servers digital
files containing audio-only musical sound recordings or audio-visual works and the underlying
musical compositions, literary works, dramatic works or spoken word content embodied therein
(“collectively, “Recordings ”) for distribution to your choice of digital stores, streaming services,
and other digital services within our distribution network ( “Digital Stores”; which shall include
UGC Services [as defined below]), who may make your Recordings available to their customers
and end users (“Customers”). Such musical compositions, literary works, dramatic works or
spoken word content embodied in the Recordings are sometimes referred to herein collectively
as “Compositions”).
b. Recordings must be musical sound recordings in single track, EP, or album configuration
(however, please note that Digital Stores will make your Recordings available to Customers to
purchase or stream as individual tracks i.e., you cannot require that a Customer purchase or
stream an entire album or EP as a single unit). We typically do not accept or distribute
ringtones, audio books, spoken-word records, digital booklets, or other types of content;
however, if we choose to do so, as determined by us on a case-by-case basis in our discretion,
the terms of this Agreement shall apply to such formats.
c. We can currently accept Recordings in WAV, MP3, AIFF, CDDA, MP4 (m4a), Windows Media
(WMA) and FLAC formats up to 250 MB in size (or up to 24-bit / 96kHz for WAV files). We
and/or the Digital Stores may require different formats or file sizes from time to time during the
Term, and World Entertainment Resource Company reserves the right to convert audio files of
the Recordings as necessary.
d. When uploading each Recording, you must provide us with all accompanying data that we or
a Digital Store may require (e.g., artist name, album title, each track title, genre), plus any
available cover art (in JPG format with RGB color or any other format that we or a Digital Store
may require). For purposes of this Agreement, all such data, metadata, information, image files,
artwork and any other materials you provide to us are included in the definition of “Recordings.”
We may also require that you indicate if the Recording contains explicit content, in which case a
Digital Store may tag it accordingly.
e. We will automatically generate unique identifying codes for each Recording and provide them
to your chosen Digital Stores. If you have a “Musician Plus” or “Label” account you can choose
to specify your own ISRC codes, but not UPC codes.
f. Once you have uploaded a Recording to our Site (defined below) for distribution, you can
delete it at any time during the Term. However, you can't remove a single track that was
included within an album if you want to do that, you must delete the entire album and then
re-upload the album with that song removed.
2. DIGITAL STORES
a. The rights granted by you to World Entertainment Resource Company are non-exclusive. Be
advised, however, that if you send your Recording(s) to the same Digital Stores via World
Entertainment Resource Company and a separate service, the double listing of your Recordings
may cause complications and/or problems in those Digital Stores.
b. We undertake to provide your Recordings to Digital Stores as quickly as possible. However, it
can take a few hours to a few days to several weeks for a Digital Store to integrate, process and
make your Recordings available to Customers, depending on the particular Digital Store and the
territory. Please be patient.
c. Each Digital Store will determine its pricing to its Customers, as well as format or media and
other terms on which it offers recordings (including your Recordings) to its Customers, in its
discretion and according to its business model. For example, in some cases your Recordings
may be available for permanent digital download on a pay-per-unit basis, in others Customers
may pay a monthly subscription fee to be able to stream or temporarily download your
Recordings along with other recordings. By way of further example, Digital Stores may also offer
your Recordings for free on a promotional basis, alone or together with other recordings, may
include (or decline to include) your Recordings in marketing promotions, may create editorial
content about your Recordings and the featured artists, may group Recordings by genre or
other designation, may create and allow Customers and others to listen to free preview clips of
your Recordings, all in their discretion. If you have a “Musician Plus” or “Label” account you can
specify suggested retail pricing for certain stores. Note that these prices are just suggestions,
and while stores usually adhere to custom pricing, ultimately stores can price however they like.
We aren't responsible for what Digital Stores do, and by opting into a particular Digital Store,
you agree to accept and have your Recordings made available to its Customers in accordance
with its pricing structure and other practices and policies from time to time, and in accordance
with its agreement with World Entertainment Resource Company.
d. We will distribute your Recordings to your selected Digital Stores on a worldwide basis (you
can't specify only certain countries or territories for particular Recordings). The “Territory” of this
Agreement is the universe, except where noted with respect to certain territories outside of the
United States.
e. Digital Stores may choose not to carry one or more of your Recordings at all or in certain
territories (or to remove Recordings at any time) per their policies and practices, so we can't
make any guarantees. We may also decline to distribute (or may remove from Digital Stores)
one or more Recordings from any or all Digital Stores if we receive any legal claims regarding
the particular Recording(s), if we reasonably believe that any legal claims or issues may arise, if
a Recording may violate the terms and conditions of any Digital Store, or for any other reason in
our business judgment. And if our agreement with any Digital Store expires or terminates, or if
that Digital Store ceases to operate entirely or in a particular territory, then your Recordings will
no longer be available through that Digital Store.
f. By opting into a Digital Store, you warrant to World Entertainment Resource Company that
you have read, understand, and agree to be bound by all of the terms and conditions of that
Digital Store, and that you and your Recordings and other content will comply fully with those
terms and conditions.
3. YOUR ACCOUNT
a. When you register for our Service and/or World Entertainment Resource Company you will
establish a username and password that will provide access to an online user dashboard for
your account on our website, currently www.worldentertainmentresourcecompany.com (our
“Site”). Please keep your username and password safe and secure, as you will be solely
responsible for any Recordings and other content uploaded and for all financial transactions and
other activity conducted through your account. We will not be responsible for any activity
transacted via or through your account.
b. At the time of registration, you choose which level of user account you would like, depending
on your budget and the level of services you want.
c. The artist name(s) you choose will last for the duration of the term of your Agreement with us,
and can't be changed. If you'd like to upgrade the level of your account during the year to add
artist names and/or services, please do so online. If you upgrade within your first 12 months as
a paying World Entertainment Resource Company member, we will process your payment for
the new account level and refund a prorated portion of your fee for the original account level (or
refund the original fee in full if you upgrade within fourteen (14) days after signing up). Any other
refunds are in World Entertainment Resource Company's sole discretion.
d. Your annual registration fee must be paid with a valid credit card and, as described below
under “Term,” will automatically recur annually until you terminate the Term of this Agreement.
Therefore, you must maintain a valid credit card on account with us throughout the Term. We
currently accept Visa, MasterCard and American Express, but reserve the right to add or
change payment methods during the Term. You expressly authorize World Entertainment
Resource Company to charge the applicable amount, plus any applicable taxes, to the credit
card you provided or, in our sole discretion, to deduct that amount from monies payable by us to
you. Any refunds are in World Entertainment Resource Company's sole discretion. In addition, if
you owe any fees or other amounts to World Entertainment Resource Company, we may deduct
or set-off such amounts from any current or future payments to you, in addition to our other
rights and remedies.
4. TERM
a. The term of this Agreement (the “Term”) will begin on the Effective Date and will continue for
one (1) year, unless renewed or terminated earlier.
b. The Term will renew automatically at the end of each annual contract period (and your credit
or debit card will be charged accordingly) unless you terminate your account prior the end of the
then-current contract year via your account on the user dashboard on the Site.
c. World Entertainment Resource Company may terminate the Term for any reason, including
but not limited to if we reasonably believe that you or any of your Recordings or other content
have violated this Agreement or the terms and conditions of any Digital Store, that you or your
Recordings infringe the intellectual property or other rights of any person or entity, if we are told
by any Digital Store or reasonably believe that Digital Stores will not accept your Recordings or
other content specifically or categorically, or that you are otherwise abusing our Service or any
Digital Store or engaging in fraudulent or illegal activity. We may also terminate the Term if the
credit or debit card that you provided to us expires, is cancelled, if our attempts to charge your
Service fee are declined for any reason, or if we reasonably believe that charges were incurred
fraudulently. So if the number, expiration date, billing address, or any other card or account
information changes, please be sure to update your World Entertainment Resource Company
account promptly via the Site user dashboard. At our sole option, we may nevertheless elect to
renew the Term and to deduct the applicable renewal fee from any and all sums payable to you
hereunder. We may also terminate the Term if our Service is discontinued for any reason.
d. After the end of the Term, we will notify all applicable Digital Stores to remove your
Recordings and will have no further obligation to you other than to account and pay for monies
earned during the Term. Customers who downloaded or otherwise accessed your Recordings
may be able to retain and continue listening to your Recordings even after the Term of this
Agreement is over.
5. GRANT OF RIGHTS
a. In order for us to provide the Service and to distribute your Recordings (which, solely for
purposes of clarity, and as a reminder to you, includes the Compositions) and related content to
your selected Digital Stores via our Service and/or on World Entertainment Resource
Company’s sites/services or digital platforms, including, without limitation, HyperFollow
(collectively, “World Entertainment Resource Company Sites”), our lawyers and the Digital
Stores need us to confirm that you grant us the non-exclusive, sub-licensable right and license
during the Term and throughout the Territory to:
i. reproduce and distribute your Recordings, to Digital Stores for them to sell or sublicense to
their Customers by any and all applicable digital (non-physical) formats, configurations,
technologies and methods (including, without limitation, permanent downloads, temporary or
“tethered” download, interactive and non-interactive streaming, “scan and match” services,
“cloud” services, digital jukeboxes, digital and online/wireless karaoke services, business
establish background services, home exercise background and audiovisual services, and other
audiovisual services) to any and all capable devices (including, without limitation, to personal
and tablet computers and smartphones), in each case as now or hereafter known. Without
limiting the foregoing, you acknowledge that the foregoing rights include the rights to allow
Digital Stores and/or their users to synchronize your Recordings in timed relation with visual
images, and any necessary rights of performance and reproduction required for the operation of
such Digital Stores;
ii. create, reproduce, publicly perform and make available, and to authorize Digital Stores to
reproduce, create and publicly perform and make available, free preview clips of your
Recordings via streaming format either on World Entertainment Resource Company Sites or via
the Digital Stores;
iii. authorize third-party partners and/or licensees of World Entertainment Resource Company,
which offer services permitting the creation, use and exploitation of so-called “remixes” of your
Recordings and so-called “user generated content” embodying your Recordings, including,
without limitation, YouTube, Facebook and Instagram (collectively, the “UGC Services”). Without
limiting the foregoing, you agree that World Entertainment Resource Company shall have the
right to grant UGC Services the following related rights: (1) to synchronize and authorize others
to synchronize your Recordings (which again, solely for clarification, includes the Compositions),
with visual images and/or combine excerpts of your Recordings with any series of still or moving
images, either pre-capture, post-capture or as a live stream; (2) to use and include your
Recordings and/or remixes of your Recordings in “Mix Content” which shall mean the
combination of two (2) or more whole or partial audio-only tracks which may be harmonically,
rhythmically or otherwise mixed, remixed, edited or mashed up; (3) to store, host, reformat,
make on-demand streams of, make conditional (“limited” or “tethered”) downloads of, and
display your Recordings as have been embodied in user videos, “art tracks,” audio-only tracks
(including remixes), label videos and Mix Content, and to make your Recordings available on
and through the UGC Services, including without limitation, in embedded YouTube video
players; (4) to reproduce, distribute, and prepare derivative works (including synchronization
rights and remix rights) based upon your Recordings, to the extent necessary for the purpose of
engaging in any of the foregoing activities, to collect all income from the foregoing activities, and
to create reference files and fingerprints of the Recordings, and to store and use such files; (5)
grant the UGC Services all necessary rights to (and to pass through such rights to users as
applicable) include the Recordings, in Google’s so-called “AudioSwap Library” (or any
successor product thereto which is owned or controlled by Google) and similar “libraries” of the
UGC Services, which consist of master recordings any of which users may add to their user
videos and/or Mix Content, as applicable; and (6) display album artwork in association with
videos and audio-only tracks created in connection with the UGC Services. The UGC Services
will also have the rights to (and to pass through such rights to labels and users as applicable):
(AA) create so-called “art tracks” using your Recordings; (BB) create reference files and
fingerprints of your Recordings; and (CC) use your Recordings in Facebook properties that
include musical emojis/stickers, video re-mix, send-a-lyric, virtual reality experiences, singalong
with lyrics. “UGC Services” shall include all mirror and derivative sites, including mobile, all
replacements or successor versions thereof, and all international versions thereof, and any
features thereof made available to paying or non-paying users through application programming
interfaces (or “apps,” as such term is commonly understood in the technology industry), and any
other product, device or service (including mobile devices), including embeds and playback
pages, capable of accessing the videos and audio-only tracks made available on or through the
UGC Services websites, even if accessed through a means other than such websites.
iv. display and otherwise use your artist(s) and/or label name and logo (if you have one) and all
artwork, song and album titles, all trademarks, service marks, logos and trade names, and all
artist, songwriter, producer and mixer names and approved likenesses, each as embodied in
metadata within the Recordings or otherwise provided by you (“Materials”), on World
Entertainment Resource Company Sites, on the Digital Stores' sites and services, and in any
marketing, advertising or promotional materials for our Service or for the Digital Stores. Without
limiting the foregoing, the Digital Stores may (but shall have no obligation to) create editorial
content regarding you and your Recordings and may classify or categorize the same for
inclusion within one or more genres;
v. collect income from the Digital Stores from their exploitation of your Recordings (and to collect
income after the Term from exploitation of your Recordings during the Term); and
vi. notify Digital Stores and other third parties of our rights and relationship per this Agreement,
and to include your name and logo (if you have one) in any listing of World Entertainment
Resource Company licensors.
b. You also grant to us and to your selected Digital Stores the right and license during the Term
and throughout the Territory to take all steps desired or required to effect the foregoing rights
and to distribute your Recordings and Materials as contemplated in this Agreement, including
without limitation, to store, host, cache, reproduce, convert, edit, serve, transmit and publicly
perform such Recordings, and as otherwise required pursuant to our agreements with those
Digital Stores, as may be amended from time to time during the Term. You understand that
Digital Stores may grant to Customers rights to use your Recordings beyond the Term of this
Agreement, even perpetual rights. As noted above, Digital Stores and/or we may decline to
distribute or otherwise exploit any Recordings or other Materials (or to remove any Recordings
that have already been distributed or offered to Customers) in our reasonable business
judgment. You will be deemed to have approved any artwork, photographs, biographical
material or other information or materials that you provide to us.
c. Additionally, and in no way limiting any rights granted by you herein above, you hereby grant
to World Entertainment Resource Company a direct license to publicly perform your Recordings
(which, solely for purposes of clarity, include the Compositions) on the World Entertainment
Resource Company Sites (including, without limitation, HyperFollow). In the event you are
affiliated with a performing rights society, performing rights organization or other collection
society (“PRO”) to which you have granted the non-exclusive right to administer the public
performance rights in and to your Recordings and/or Compositions, you agree to notify each
such PRO, in accordance with the requirements of your applicable PRO membership
agreement(s), of your agreement to grant the direct public performance license pursuant to this
paragraph and as otherwise provided in this Agreement.
6. YOUR RESPONSIBILITIES
a. You are solely responsible for and must have obtained all necessary rights, licenses, waivers,
clearances and permissions, including without limitation all music publishing rights and licenses
in order to distribute, reproduce, display, publicly perform, synchronize with audiovisual works or
otherwise exploit the Compositions (including the lyrics of such Compositions), throughout the
Territory for all Recordings and other Materials in order to enable World Entertainment Resource
Company and your selected Digital Stores to fully exploit all their rights hereunder free of any
claims, liens, encumbrances or other restrictions. Your uploading of Recordings and delivery of
any other Materials shall be your unqualified warranty and representation to us that you have
obtained any and all such rights required and necessary for World Entertainment Resource
Company and your selected Digital Stores to sell, distribute, publicly perform, promote, and
otherwise exploit such Recordings and Materials as contemplated under this Agreement,
including the waiver of all so-called “moral rights”, under the laws of any jurisdiction, on your
behalf as well as on behalf of any and all contributors involved in any manner with the creation
and delivery of your Recordings.
b. Without limiting anything in this Agreement, you are solely responsible for and shall timely
pay (i) any and all royalties, including without limitation all mechanical royalties and
synchronization fees, and all other amounts due to artists, producers, mixers, engineers,
licensors and any other royalty participants from the sales, license, performance and/or other
exploitation of your Recordings and Materials, (ii) any and all royalties, including without
limitation all mechanical royalties and synchronization fees, that may be payable by you to the
owners or administrators of copyrighted recordings (e.g., samples) and/or musical compositions
embodied in your Recordings, (iii) all payments that may be required under union, guild or other
collective bargaining agreements applicable to you or third parties, and (iv) any other royalties
(including without limitation mechanical royalties), fees and/or sums payable with respect to the
Recordings or Materials, including, without limitation, any royalties that may be required to be
paid, pursuant to the applicable laws of any jurisdiction, as a result of authorized exploitations
by World Entertainment Resource Company or your selected Digital Stores of your Recordings
(including, for purposes of clarity, the Compositions) for so-called performer’s rights, equitable
remuneration rights or neighboring rights, however characterized under local law. If any portion
of your Recordings are now or in the future administered in any territory(ies) by any PRO, you
are obligated to notify such third party PRO(s) of this Agreement. You understand and
acknowledge that World Entertainment Resource Company will not be making any such
payments on your behalf or otherwise. If you want World Entertainment Resource Company to
route a percentage of your earnings to another World Entertainment Resource Company
member, you may specify member(s) and percentages using World Entertainment Resource
Company’s “Teams” feature. WE DO NOT AND CANNOT PROVIDE YOU WITH LEGAL
ADVICE REGARDING YOUR OBLIGATIONS TO THIRD PARTIES, SO PLEASE CONSULT A
QUALIFIED LAWYER BEFORE ENTERING INTO THIS AGREEMENT AND UPLOADING ANY
RECORDINGS TO OUR SERVICE.
7. PAYMENT & ACCOUNTING TERMS
a. In full consideration of the rights and licenses granted hereunder, we will post to your World
Entertainment Resource Company account one hundred percent (100%) of any and all monies
that we actually earn and receive in U.S. Dollars in the U.S.A. from your selected Digital Stores
which are directly attributable to their exploitation of your Recordings, after deducting (i) any
applicable PayPal fees or other payment processing fees and (ii) if you have opted-into and
registered for our separate mechanical licensing service for cover songs, we will also deduct the
fee for that service and all applicable royalties paid to songwriters and publishers and (iii) if you
have opted-into and registered for our separate Content ID service, such as YouTube Money
service, which uses YouTube's ContentID service and other methods to detect videos that
contain your Recordings, we will deduct 20% from monies paid to us attributable to videos that
exploit your Recordings that were detected using these methods. If World Entertainment
Resource Company receives a lump-sum payment from a digital store that is not attributable to
any particular artist account(s) or specific Recordings from any particular artist account(s),
World Entertainment Resource Company will, in its sole discretion, determine if, and to what
extent, any portion of such monies shall be payable hereunder. Without limiting the immediately
preceding sentence, World Entertainment Resource Company may determine to distribute such
monies (i) on a pro-rata basis based on the number of artists with whom World Entertainment
Resource Company has distribution agreements; (ii) in its discretion among artists based on an
historical earnings and/or proxy formula determined solely by World Entertainment Resource
Company; or (iii) based upon the amount the Digital Store actually credits World Entertainment
Resource Company for your Recordings subsequent to the payment to World Entertainment
Resource Company. Once payment has been credited to your account, you will be able to
withdraw monies from your account at your discretion. You will be responsible for any bank fees
or other charges related to such withdrawals. Any sums that we receive in foreign currency will
be converted to U.S. Dollars at either the same rate received by us, or current spot exchange
rate at the time of transaction from store to World Entertainment Resource Company, or from
World Entertainment Resource Company to you. For the avoidance of doubt, your payment is
an “all-in” pay-through payment, from which you are solely responsible for paying and
accounting to all applicable taxes, tariffs, licensors, songwriters, publishers, artists, producers,
mixers and other third parties (unless you have opted into our optional mechanical licensing
service or optional YouTube Money service, in which case mechanical royalty payments to
songwriters and publishers, and YouTube Money fees, will be deducted prior to monies being
credited to your account ). We cannot offer any legal, tax, accounting and other advice; please
consult your own advisors regarding those matters.
b. You understand and acknowledge that Digital Stores may retain for themselves a portion of
income that they receive from Customers and may deduct or withhold sums from the amount
that they pay to World Entertainment Resource Company. Sums retained or withheld by Digital
Stores may include, without limitation, taxes and tariffs, administration fees, royalties or fees
paid to third parties, wire transfer fees, and credit card processing fees and chargebacks. World
Entertainment Resource Company shall be entitled to rely on payments and accountings
received from Digital Stores. Any objection relating to any accounting statement or any lawsuit
arising therefrom must be made (and/or lawsuit commenced) no later than one (1) year after the
date the statement is rendered, and you waive any longer statute of limitation that may be
permitted by law. You shall have no right to inspect or audit our books and records, or those of
Digital Stores.
c. World Entertainment Resource Company makes payments via PayPal and various other
methods and may deduct fees incurred by World Entertainment Resource Company in remitting
payment. Unless you use PayPal, you MUST BE APPROVED BY World Entertainment
Resource Company FOR ALL OTHER PAYMENT METHODS BEFORE RECEIVING
PAYMENT FROM DISTROKID. IT IS YOUR RESPONSIBILITY TO MAKE SURE YOUR
PAYMENT METHOD IS FUNCTIONAL. During the Term, we may change or add additional
payment methods. World Entertainment Resource Company also communicates with you via
email so YOU ALSO MUST PROVIDE World Entertainment Resource Company WITH
AN ACTIVE EMAIL ACCOUNT TO RECEIVE IMPORTANT NOTICES FROM World
Entertainment Resource Company, and you are responsible for making sure the email
account is active, able to receive emails from World Entertainment Resource Company, and that
your email address on file with World Entertainment Resource Company is up-to-date.
d. After we receive a payment for you from a Digital Store, we will notify you via your World
Entertainment Resource Company account dashboard. You must then affirmatively accept and
withdraw the payment from your World Entertainment Resource Company account in order for
us to transmit the royalties to you. We will also make available to you via your user dashboard a
portion of accounting statements that we receive from your selected Digital Stores for the
applicable period. We may redact those statements for any confidential information or
information related to third parties. If your account is maintained on behalf of a group, company,
partnership, or anything other than you alone, then you shall be responsible for paying anyone
else. We will only make payments to the individual accountholder, or any paid accountholders
you've specified in your Splits dashboard.
e. In World Entertainment Resource Company's sole discretion, and subject to your
Recording(s) meeting certain streaming and/or sales metric qualifications as determined by
DistroKid, from time to time throughout the Term, World Entertainment Resource Company may
notify you of the option to receive an advance payment of royalties less a processing fee which
shall be a specified percentage of each such advance payment (each, an “Accelerated
Payment”), the amount of which, including such processing fee, shall be determined by World
Entertainment Resource Company in its sole discretion. In the event World Entertainment
Resource Company notifies you during the Term of the opportunity to receive an Accelerated
Payment, World Entertainment Resource Company will provide notice of the proposed
Accelerated Payment amount (and the processing fee percentage), in each case. You shall
have the option to accept or decline each such Accelerated Payment, and if accepted, World
Entertainment Resource Company will make such Accelerated Payment in accordance with
your approved payment method. Each Accelerated Payment (less the processing fee) will be
fully recoupable against any monies otherwise payable to you hereunder. If this Agreement is
terminated for any reason prior to World Entertainment Resource Company's recoupment of any
Accelerated Payment, World Entertainment Resource Company will be entitled to keep your
account active and collect any resulting monies received by World Entertainment Resource
Company until such Accelerated Payment is fully recouped by World Entertainment Resource
Company.
f. If required by applicable law, we may withhold payments to you, in whole or in part, pending
receipt of your correctly completed Form W-9 (if you are a US resident for tax purposes), Form
W-8 (if you are a non-US resident for tax purposes), updated [annually / at our request], or any
other applicable tax-related forms evidencing that no withholding is required. If any information
provided on such tax forms is incomplete, incorrect or misrepresented, we reserve the right to
withhold sums due to you until all appropriate and correct information is submitted to and
received by us that relieve withholding. We also reserve the right to withhold sums due to you if,
based on appropriate and correct information that is timely submitted to and received by us,
withholding is required under applicable law. You agree to indemnify us and you will be
responsible for any costs, expenses and liabilities we may pay or incur as a result of any
incorrect, inaccurate or misrepresented tax or financial information provided by you.
g. If we receive a claim or notice or otherwise reasonably suspect that any of your Recordings
or Materials or your use of our Site or Service breaches any agreement, infringes any third party
rights, violates this Agreement or any law, rule or regulation, that there is a dispute regarding the
Recordings or Materials (including without limitation as to ownership or payment of monies), or
that your activities involve misrepresentation, misconduct, deception, fraud, or other
inappropriate conduct, then in addition to any other available rights and remedies, we may
suspend or terminate the distribution of your Recordings and/or the Term of this Agreement
and/or withhold payment of monies to you in an amount reasonably attributable in our discretion
to such Recording(s), Material and activity until and unless any and all claims or other conduct
are favorably resolved to our reasonable satisfaction, and we may deduct from your payments
our related attorneys' fees and legal costs in connection. You will forfeit any monies that are
attributable to your fraud, infringement or other illegal activity.
h. For the avoidance of doubt, this paragraph 7 shall not apply to you if you are only a client of
DistroLock and not the Service generally.
8. REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION
a. You represent and warrant to World Entertainment Resource Company that: (i) you are at
least 18 years of age and have the legal capacity, right and authority to enter into this
Agreement; (ii) you own or are otherwise fully vested of the necessary copyrights and other
rights in order to make the grant of rights, licenses and permissions herein, and that the
exercise of such rights, licenses and permissions by World Entertainment Resource Company,
your selected Digital Stores, and our and their respective permitted successors and assigns
shall not violate or infringe any applicable law, rule or regulation or the rights of any third party;
(iii) you have secured all third-party grants of rights, consents, licenses and permissions
necessary, including without limitation mechanical, synchronization and any other licenses from
copyright owners or proprietors, to grant all rights and licenses and otherwise fully perform all
obligations hereunder, and shall make all payments and otherwise comply with all of your
obligations under this Agreement; (iv) your Recordings and Materials, including, without
limitation, all visual content embodied in your audio-visual Recordings, do not and will not, and
the authorized use thereof by World Entertainment Resource Company, Digital Stores and their
Customers shall not, infringe any copyright, trademark or other intellectual property or other
rights (including without limitation rights of publicity, privacy or moral rights), of any third party, or
violate any applicable treaty, statute, law, order, rule or regulation; (v) the files containing the
Recordings and Materials that you upload or otherwise provide to us do not and will not contain
any bugs, viruses, trojan horses or other defects or harmful elements or digital rights
management restrictions; (vi) there are no actual or threatened claims, litigation, administrative
proceedings or other actions regarding any Recordings or Materials or otherwise adverse to full
exploitation of all rights and licenses granted hereunder; (vii) all data, metadata, and information
provided by you under or in connection with this Agreement is and will be true, accurate and
complete, and you agree to update the same promptly as necessary during the Term; (viii) you
will make, and World Entertainment Resource Company will not be responsible for, any
payments other than those specified in paragraph 7.a above in connection with the Recordings
and Materials; (ix) you will use the Site and Service only in accordance with this Agreement and
not for any fraudulent, infringing or inappropriate purposes; (x) any sale, assignment, transfer,
mortgage or other grant of rights in or to your interest in any of the Recordings or Materials shall
be subject to our rights hereunder and the terms and conditions hereof; (xi) there is no existing
agreement, and you will not enter into any agreement or perform any act, which materially
interferes or is inconsistent with the rights granted to us hereunder; (xii) you covenant and agree
not make any claim or bring any legal action related to this Agreement, against any Digital Store
or UGC Service so long as such entities are not in violation of the rights you have granted to
World Entertainment Resource Company hereunder; and (xiii) you have read and understand
this Agreement and have had the opportunity to consult with independent legal counsel in
connection with them.
b. You shall indemnify and hold harmless, and upon our request, defend, World Entertainment
Resource Company and our affiliates, sublicensees (including your selected Digital Stores and
their Customers), successors and assigns, and the respective directors, officers, shareholders,
members, managers, employees, agents and representatives of the foregoing, from and against
any and all claims, suits, proceedings, disputes, controversies, losses, liabilities, damages,
costs and expenses (including reasonable attorneys' fees and costs) resulting from: (i) a breach
or alleged breach of any of your warranties, representations, covenants or obligations under this
Agreement; (ii) any claim that the Recordings, Materials, data or information provided or
authorized by you or on your behalf hereunder or the use thereof by World Entertainment
Resource Company, a Digital Store, or an ID Service (if applicable) violates or infringes the
rights of another party; or (iii) any other act or omission by you or any of your licensors, agents
or representatives. You will promptly reimburse World Entertainment Resource Company and
any other indemnified parties on demand for any amounts subject to indemnification. We shall
notify you of any such claim and shall control the defense thereof, though you may participate in
such defense at your own expense. You may not settle any claim for which we may be liable
without our prior written consent, which we will not withhold unreasonably. If any facts, claims,
proceedings or other circumstances arise that would be subject to indemnification, then
DistroKid, in addition to any other right or remedy, shall have the right to withhold from any
payments otherwise due to you an amount reasonably related thereto until the claim,
proceeding or circumstance has been finally resolved, settled or fully adjudicated and the
judgment satisfied, or that the statute of limitations on such claim has run, or when you have
provided reasonable and adequate security for the claim. World Entertainment Resource
Company reserves the right to charge you (or deduct from monies payable to you) for any legal
fees incurred by DistroKid as a result of your violation of this Agreement.
9. NO WARRANTIES; LIMITATION OF LIABILITY
a. THE SITE AND SERVICE (INCLUDING World Entertainment Resource Company)
ARE OFFERED AND PROVIDED TO YOU AS-IS. World Entertainment Resource
Company MAKES NO GUARANTEES, REPRESENTATIONS OR WARRANTIES, EXPRESS
OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION AS TO
THE AMOUNT OF INCOME THAT MAY BE EARNED BY OR PAYABLE TO YOU
HEREUNDER, OR AS TO THE CONDITION, QUALITY, CONTINUITY OF OPERATION,
PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF
OUR SITE OR SERVICE. WE DO NOT GUARANTEE THAT ACCESS TO OR USE OF THE
SITE OR SERVICE WILL BE CONTINUOUS, UNINTERRUPTED, ERROR-FREE OR
SECURE. ANY AND ALL WARRANTIES ARE EXPRESSLY DISCLAIMED AND EXCLUDED.
ADDITIONALLY, IN CONNECTION WITH World Entertainment Resource Company,
DISTROKID MAKES NO GUARANTEES, REPRESENTATIONS OR WARRANTIES, EXPRESS
OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, THAT ALL
MUSIC SERVICES AND STREAMING SERVICES WILL CROSS-REFERENCE THEIR MUSIC
LIBRARIES AND UPLOADS WITH World Entertainment Resource Company
DATABASE OR THAT OF ANY ID SERVICE, OR THAT SO-CALLED “FINGERPRINT”
TECHNOLOGY WILL IDENTIFY ALL UNAUTHORIZED UPLOADS OF CONTENT ON ANY
SERVICE OR PLATFORM.
b. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER World Entertainment
Resource Company NOR ANY OF ITS AFFILIATES, EMPLOYEES, OWNERS,
EMPLOYEES, REPRESENTATIVES OR AGENTS WILL BE LIABLE FOR ANY INDIRECT,
INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES,
INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOST SALES, LOSS OF DATA OR
LOSS OF GOODWILL, FOR ANY ACTS OR OMISSIONS OF DIGITAL STORES OR THEIR
CUSTOMERS, ID SERVICES, OR FOR YOUR USE OF OR ACCESS TO THE SITE OR
SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING
NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER
OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A
LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL
PURPOSE. IN NO EVENT WILL World Entertainment Resource Company
AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT
EXCEED THE SUMS ACTUALLY DUE TO YOU IN ACCORDANCE WITH PARAGRAPH 7.a
ABOVE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL
ELEMENTS OF THE BASIS OF THE AGREEMENT BETWEEN World Entertainment
Resource Company AND YOU.
10. MISCELLANEOUS
a. This Agreement, together with the Privacy Policy applicable to our Site generally, contains the
parties' entire understanding and supersedes any prior or contemporaneous correspondence,
agreements or understandings regarding the subject matter herein. We may amend the terms of
this Agreement from time to time, in which case we will notify you by changing the date at the
top of this Agreement (so please be sure to check back often) and/or via e-mail or by notice to
your dashboard on the Site. You must terminate your account if you do not agree to the revised
Agreement; your continued use of the Site or Service (including World Entertainment Resource
Company) will be deemed your acceptance.
b. A party's waiver of a breach of any provision of this Agreement by the other shall not operate
or be construed as a waiver of any subsequent breach of the same provision or any other
provision of this Agreement. If any provision hereof is found invalid or unenforceable pursuant to
judicial decree or decision, the remainder of this Agreement shall remain valid and enforceable
according to its terms, such determination shall not affect any other provision hereof, and the
unenforceable provision shall be limited solely as necessary or replaced by an enforceable
provision that most closely meets the commercial intent of the parties.
c. World Entertainment Resource Company will not be liable for a curable breach of this
Agreement unless you provide us with written notice specifying the alleged breach that we
confirm receipt of, and we fail to cure such breach within ninety (90) days thereafter.
d. We may direct all notices and communications to you via the email address or street address
associated with your account and/or via your dashboard account on the Site. All notices to
World Entertainment Resource Company shall be sent to us at info@wentco.tv.
e. You may not assign, transfer or delegate any of your rights or obligations hereunder without
our prior written consent, and any purported attempt otherwise will be null and void ab initio. We
may assign, delegate, pledge, encumber, sublicense and otherwise transfer, this Agreement
and/or any or all of our rights and obligations in order to operate the Service and Site. This
Agreement will be binding on and inure to the benefit of the parties and their respective assigns
and successors in interest.
f. We reserve the right to modify, discontinue or terminate the Service (including World
Entertainment Resource Company) at any time and without prior notice. We are under no
obligation to provide the Service (including World Entertainment Resource Company)
continuously, or at all.
g. The relationship between the parties is that of independent contractors. This Agreement shall
not be deemed to create a partnership or joint venture, and neither party is the other's agent,
partner, employee, or representative.
h. This Agreement shall be construed and enforced exclusively in accordance with the laws of
the State of Louisiana, without regard to its conflict of laws principles. Any action or proceeding
brought by either party against the other arising out of or related to this Agreement shall be
brought only in a state or federal court of competent jurisdiction located in Louisiana County,
Louisiana, and the parties irrevocably consent to the in personam jurisdiction and venue of said
courts. You agree that service of process by us to you by one of the methods designated above
for the giving of notices will be deemed effective as personal service within Louisiana County,
and hereby consent to service of process by such methods.
World Entertainment Resource Company Addendum
By signing up for World Entertainment Resource Company, in addition to your agreement to the
applicable portions of the above Agreement, you further agree as follows:
1. Using World Entertainment Resource Company
World Entertainment Resource Company service (“World Entertainment Resource Company”)
enables you to upload Recordings to our servers in order for us (through our proprietary
technology or via our third party service provider Chromaprint (https://acoustid.org/chromaprint))
to generate acoustic fingerprints of your Recordings (“Fingerprints”) and submit same to our
partnered third party audio identification services (“ID Services”) with a request to block
unauthorized uploads of such Recordings. Please note that by uploading Recordings to
DistroLock, you authorize us to request that such ID Services block any third party uploads of
Recordings. We may also make the Fingerprints (but not the audio versions of Recordings)
available to third party music services so that they can use Fingerprints to detect, and block,
potential unauthorized uploads and releases of your Recordings on such services.
In order for us to provide World Entertainment Resource Company, you agree that World
Entertainment Resource Company may transmit, upload, register and maintain Recordings and
Fingerprints provided by you or created by us through the DistroLock.
We currently accept Recordings in WAV and MP3 formats in connection with World
Entertainment Resource Company. When you upload Recordings to World Entertainment
Resource Company, you may have the option to provide us with additional information, such as
artist name and song title. This information is not necessary for us to provide World
Entertainment Resource Company, but if you provide this information, it may be sent to ID
services and this information may become public.By using World Entertainment Resource
Company, you agree that your Recordings and the associated Fingerprints may be registered
with ID Services, which may include, without limitation, Audible Magic
(https://www.audiblemagic.com/), AcoustID (https://acoustid.biz/), and YouTube ContentID
(https://en.wikipedia.org/wiki/Content_ID_(algorithm)), in order to include such Fingerprints as
part of ID Services' databases. As these ID Services are governed by their own terms
conditions, you warrant that you have read, understand, and agree to be bound by all of the
terms and conditions of such ID Services. You acknowledge and agree that because we may
have no control over such third party ID Services, we are not responsible for the availability of
the ID Services, and do not endorse or warrant the accuracy of any ID Services, and shall in no
way be liable or responsible for any content, advertising, products, or materials on or available
from such ID Services. You further acknowledge and agree that we shall not be responsible or
liable in any way for any damages you incur or allege to have incurred, either directly or
indirectly, as a result of your use and/or reliance upon any such ID Services.
World Entertainment Resource Company reserves the right to accept or reject any Recordings
uploaded to World Entertainment Resource Company in DistroKid’s sole discretion, and World
Entertainment Resource Company shall not be required to create a Fingerprint of any
Recording or register any Recording with ID Services by reason of such Recording being
uploaded to the World Entertainment Resource Company.
2. Rights
In connection with World Entertainment Resource Company’s authorized designee, shall use
Recordings solely for the purpose of generating Fingerprints. World Entertainment Resource
Company shall be responsible for ensuring that its authorized designees comply with the
applicable portions of these Terms when using the Recordings. As between you and World
Entertainment Resource Company, you retain all right, title and interest in and to the
Recordings. Except as may be expressly set forth herein, or if you are also a user of the World
Entertainment Resource Company Service, no rights therein are licensed, transferred or
assigned to World Entertainment Resource Company. For the avoidance of doubt, this
paragraph shall in no way limit World Entertainment Resource Company’s rights under the
Agreement as same applies to your registration and use of the World Entertainment Resource
Company Service. As between you and World Entertainment Resource Company, World
Entertainment Resource Company retains all right, title and interest in and to the Fingerprints as
well as World Entertainment Resource Company, and any related software and technology,
including all intellectual property rights that exist therein that may exist. Subject to your strict
compliance with these Terms, we grant you a limited, personal, non-exclusive, revocable,
nontransferable, and non-assignable license to use World Entertainment Resource Company.
3. Term and Termination
Your agreement to this Agreement commences on the Effective Date and will continue unless
and until terminated by either party in accordance with the Agreement. Upon the termination of
the Agreement, World Entertainment Resource Company will no longer use Recordings
provided by you pursuant to this Agreement to generate Fingerprints for World Entertainment
Resource Company, however, any Fingerprints created and registered prior to termination will
remain registered with World Entertainment Resource Company and the ID Services.