Digital Distribution Agreement

1. Parties to This Agreement

2. Definitions

"Content"

All musical recordings, compositions, artwork, metadata, and associated materials submitted by the Artist for distribution.

"DSP"

Digital Service Provider, including but not limited to Spotify, Apple Music, YouTube Music, Deezer, Tidal, and Amazon Music.

"Territory"

Worldwide, unless otherwise specified in a separate addendum.

"Term"

The duration of this Agreement, commencing on the date of acceptance and continuing until terminated in accordance with Section 10.

"Royalties"

All monies earned from the exploitation of the Content through DSPs, including streaming revenue, download revenue, and sync licensing fees.

"ISRC"

International Standard Recording Code, a unique identifier for each sound recording.

3. Grant of Rights

The Artist hereby grants to FFP Radio Distribution a non-exclusive, limited licence to:

• Reproduce, encode, and format the Content for digital distribution.
• Deliver the Content to DSPs for streaming, download, and other authorised uses.
• Collect and process all Royalties generated from the exploitation of the Content.
• Use the Artist's name, likeness, and biographical information for promotional purposes related to the Content.
• Issue takedown notices and defend against unauthorised use of the Content on DSPs.

4. Distributor Obligations

FFP Radio Distribution agrees to:

• Deliver the Content to all agreed DSPs within 5 business days of approval.
• Provide the Artist with access to an online dashboard for tracking performance and royalties.
• Process and pay Royalties monthly, subject to the minimum payout threshold of R500.
• Provide detailed royalty reports showing streams, revenue, and DSP breakdowns.
• Maintain the confidentiality of the Artist's personal and financial information in accordance with POPIA.
• Respond to Artist inquiries within 5 business days.
• Process content removal requests within 30 days of receipt.

5. Artist Obligations

The Artist agrees to:

• Provide accurate metadata, including correct song titles, credits, and ISRC codes.
• Ensure all Content is original or properly licensed, with all necessary clearances obtained.
• Maintain accurate contact and banking information on the Platform.
• Not engage in stream manipulation, fraudulent activity, or submission of prohibited content.
• Notify the Distributor of any legal disputes or ownership changes affecting the Content.
• Comply with all applicable laws, including copyright, tax, and POPIA regulations.

6. Revenue Share and Fees

6.1 Commission Structure

FFP Radio Distribution retains a commission on gross Royalties as follows:

• Standard Plan: 15% commission on all Royalties.
• Premium Plan: 10% commission on all Royalties.
• Enterprise Plan: Custom commission rate as agreed in writing.

6.2 Payment Terms

• Payments are processed on the 15th of each month for the previous month's earnings.
• Minimum payout threshold: R500. Balances below this amount roll over to the next month.
• All payments are made in South African Rand (ZAR) to the verified bank account on file.
• The Artist is responsible for all taxes due on royalty income.

6.3 Deductions

We may deduct from Royalties:

• Any amounts refunded to DSPs for fraudulent streams or chargebacks.
• Legal fees incurred in defending against claims related to the Artist's Content.
• Outstanding fees or charges owed by the Artist to the Distributor.

7. Representations and Warranties

The Artist represents and warrants that:

• They are the sole owner or authorised representative of all rights in the Content.
• The Content does not infringe any third-party intellectual property rights.
• They have obtained all necessary licences for samples, covers, and interpolations.
• They have the full legal capacity to enter into this Agreement.
• All information provided is true, accurate, and complete.

The Artist indemnifies and holds harmless FFP Radio Distribution against all claims, damages, and expenses arising from breach of these warranties.

8. Intellectual Property

Ownership of all intellectual property rights in the Content remains with the Artist at all times. FFP Radio Distribution acquires no ownership interest in the Content.

Upon termination of this Agreement, all licences granted herein terminate, and we will remove the Content from DSPs within 30 days, subject to DSP-specific policies.

9. Confidentiality

Both parties agree to maintain the confidentiality of all proprietary and sensitive information disclosed during the term of this Agreement, including:

• Financial information, royalty rates, and revenue data.
• Business strategies, marketing plans, and DSP relationships.
• Personal information protected under POPIA.

This obligation survives termination of this Agreement for a period of 3 years.

10. Term and Termination

10.1 Term

This Agreement commences on the date of acceptance and continues for an initial term of 1 year, automatically renewing for successive 1-year periods unless terminated.

10.2 Termination by Artist

The Artist may terminate this Agreement with 30 days' written notice. Any pending Royalties will be paid out according to the minimum payout threshold.

10.3 Termination by Distributor

We may terminate this Agreement immediately if the Artist:

• Breaches any material term of this Agreement.
• Submits content that infringes third-party rights.
• Engages in fraudulent or illegal activity.
• Fails to pay fees within 30 days of due date.

10.4 Effect of Termination

Upon termination, we will remove the Content from DSPs within 30 days. The Artist remains liable for any fees or charges incurred prior to termination.

11. Governing Law and Dispute Resolution

This Agreement is governed by the laws of the Republic of South Africa.

Any dispute shall be resolved through:

• Negotiation: Good-faith negotiation between the parties for a period of 30 days.
• Mediation: If negotiation fails, mediation under AFSA rules.
• Arbitration: If mediation fails, final and binding arbitration in Johannesburg.

12. Acceptance

By clicking "I Agree" during registration or by submitting content to the Platform, the Artist acknowledges that they have read, understood, and agree to be bound by the terms of this Digital Distribution Agreement.

This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, understandings, and agreements.