Distribution Agreement

1. Introduction and Acceptance

This Distribution Agreement ("Agreement") forms an integral part of the agreement between AnonyxGhost ("We," "Us," "Our," or the "Company") and you ("User," "You," or "Your"). This document, together with our Terms of Service, Privacy Policy, constitutes the entire agreement between Us and You governing the distribution of your musical works through our platform.

By creating an account, or uploading any content for distribution through our platform, you acknowledge that you have read, understood, and agree to be bound by all terms within this Agreement. If anything is unclear, you must contact our support team for clarification prior to agreeing to this Agreement.

For the avoidance of doubt, this Agreement does not transfer any ownership of your recordings to Us or any other organization. You remain in control and retain full ownership of your creative works at all times.

2. Your Representations and Warranties

By using our distribution services, you represent and warrant that:

You have the full right, power, and authority to enter into this Agreement and to distribute the Content through AnonyxGhost;
You own all rights, title, and interest in and to the Content, or have secured all necessary licenses, permissions, and clearances required to distribute the Content through our platform and its affiliated Digital Service Providers (DSPs);
The Content does not and will not infringe upon any third-party intellectual property rights, including but not limited to copyrights, trademarks, moral rights, publicity rights, or privacy rights;
Any components of the Content sourced from third parties (including samples, cover songs, or collaborations) have been appropriately licensed or cleared for worldwide distribution and monetization;
All metadata provided, including artist names, track titles, and credits, is accurate and complete;
You have obtained all necessary consents from featured artists, songwriters, producers, and any other contributors.

3. Indemnification

You agree to indemnify, defend, and hold harmless AnonyxGhost, its affiliates, subsidiaries, and their respective officers, directors, employees, agents, partners, and licensors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

Any breach of the representations and warranties set forth in Section 2;
Any claim that your Content infringes upon the rights of any third party;
Your use of the distribution services in violation of this Agreement or applicable law;
Any fraudulent streaming, purchasing, or other manipulation activities associated with your Content.

We reserve the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification, and you agree to cooperate with our defense of such claims.

4. Term and Termination

4.1 Commencement: This Agreement begins when you open your account via our self-service website or first upload Content for distribution, and continues until terminated as provided herein.

4.2 Termination by You: You may terminate this Agreement at any time by requesting the takedown of your entire catalog via our support team. Upon such request, we will initiate removal of your Content from all DSPs. You acknowledge that DSPs may have their own timelines for processing takedown requests, which are outside our control.

4.3 Termination by Us: Either party may terminate this Agreement at any time, with or without cause. If we choose to terminate this Agreement for convenience, we will provide at least thirty (30) days' notice. However, we reserve the right to terminate this Agreement immediately without notice in cases including but not limited to:

Breach of any representation or warranty in Section 2;
Abuse of our services or violation of our Terms of Service;
Fraudulent streaming or purchasing activity associated with your Content;
Copyright infringement or other intellectual property violations;
Non-payment of fees;
Legal or regulatory requirements.

4.4 Effect of Termination: Upon termination for any reason, your right to use the distribution services will cease. For terminations initiated by us due to breach, we will refund your final month's membership fee (if applicable) pro-rated to the date of termination. All accrued rights to payment shall survive termination.

5. The AnonyxGhost Distribution Service

The AnonyxGhost platform allows you to upload Sound Recordings and associated metadata for distribution and monetization across various Digital Service Providers (DSPs) globally, including but not limited to streaming services, download stores, and social media platforms.

5.1 License Grant

By uploading and submitting your Content to AnonyxGhost, you grant us a non-exclusive, worldwide, royalty-free license to:

Transcode, reformat, encode, and create alternative versions of all Sound Recordings, associated metadata, and other content (including images, artwork, and liner notes) for compatibility with various DSPs, storage, or other operational purposes;
Distribute your Sound Recordings, associated metadata, and other content to stores, streaming services, and other partners that AnonyxGhost chooses to make available to you based on your subscription and your selection of stores when submitting your releases;
Display, perform, and promote your Content within our platform and marketing materials;
Sublicense the foregoing rights to DSPs and other partners for the purpose of distributing and monetizing your Content.

5.2 Content Requirements and Review

All Sound Recordings, images, and other media must pass both human and automated checks to ensure quality, compatibility, and compliance with this Agreement and to prevent abuse of our or our partners' services.

Technical Requirements:

Audio: WAV or FLAC format (minimum 16-bit/44.1kHz recommended);
Images: JPEG or PNG format, minimum 3000x3000 pixels, 300 DPI recommended;
Metadata: Complete and accurate information including track titles, artist names, featured artists, songwriters, producers, and ISRC/UPC codes if applicable.

5.3 Release Timelines: We aim to approve and process new releases within seven (7) working days of submission. We are not responsible for delays caused by DSPs in making your Content available. If we are made aware of any delays with third-party services, we will aim to notify you when possible.

5.4 Identification Codes (ISRC/UPC)

We provide you the ability to supply your own International Standard Recording Codes (ISRC) and Universal Product Codes (UPC). Alternatively, we can generate and provide these codes free of charge. If we provide codes, you acknowledge that they are licensed for your use through our platform and may not be transferable to other distributors.

5.5 Exclusivity and Territory

Your agreement with Us is non-exclusive. However, you must ensure that you deliver your Content to stores through only one distribution service for any given release, as delivering the same release through multiple distributors may cause conflicts in royalty reporting, duplicate content issues, and potential removal from DSPs.

When submitting your music for release, you acknowledge that distribution is on a worldwide basis. At this time, you are unable to exclude specific territories from distribution.

5.6 DSP Terms and Modifications

You understand and agree that:

DSPs may transcode, manipulate, compress, or otherwise modify all content provided to them to suit their platform requirements;
DSPs will set their own pricing for your Content, typically based on industry standards (we do not currently offer custom retail pricing);
Either We or DSPs may, at their sole discretion, opt to remove or reject some or all Sound Recordings from their platform for any reason, including but not limited to content policies, quality concerns, or legal requirements;
By agreeing for Us to distribute your Content to a DSP, you agree to be bound by that DSP's terms and conditions as they may be amended from time to time;
You will not hold Us responsible for any DSP's decisions regarding your Content.

5.7 Identity Verification

Prior to your account being permitted to withdraw royalties, you may be required to complete additional identity verification. We do not store your verification documents; this process is handled entirely by our third-party verification partners.

5.8 Fraudulent Activity

If we believe, in our reasonable discretion, that your Sound Recordings have been involved in fraudulent streaming, artificial purchasing, or any activity intended to manipulate royalty payments or platform metrics, we reserve the right to:

Remove all affected Sound Recordings from distribution;
If necessary, remove your entire catalog distributed through our service;
Withhold any royalties associated with the suspected fraudulent activity pending investigation;
Report such activity to DSPs, which may result in your Content being permanently barred from their platforms;
Require you to relocate to a new distribution provider (we will not facilitate further distribution of your catalog).

You understand that some DSPs may charge fees or recoup advances related to tracks that have received fraudulent streams. These charges will be passed through to you directly and will appear as a negative adjustment on your royalty statement. We will not add any additional fees or markup to such charges—you will be charged only what we are charged by the DSP.

If your royalty balance remains negative for more than thirty (30) days, we reserve the right to charge your payment method on file for the amount necessary to bring your balance to zero.

6. Royalty Payments and Reporting

6.1 Royalty Collection and Distribution

DSPs will periodically send us royalty statements and payments (typically monthly or quarterly). We will promptly process these statements and credit the applicable royalties to your account once funds are received from the DSP. Upon crediting your account, we will send you an email notification.

6.2 Withdrawal Threshold and Process: You may request a withdrawal at any time when your available account balance exceeds $100.00 (One Hundred United States Dollars). To process your withdrawal:

Initiate the withdrawal request through your account dashboard;
We will send your email address and the requested withdrawal amount to our payment processor, Wise;
Wise will contact you directly via email to confirm your payment details and complete the transfer;

Withdrawals are typically processed within 3-30 business days, though timing may vary based on your location and financial institution.

6.3 Reporting Discrepancies

If you believe there are any errors in your royalty reports, you must contact our support team as soon as possible, but in any case within thirty (30) days of the report being processed from the DSP. After this period, reports will be considered accepted and accurate.

6.4 DSP Delays

DSPs may sometimes be delayed in sending us reports and payments. We will process all reports as soon as possible once they are received. We are not responsible for any delays caused by DSPs, and such delays shall not constitute a breach of this Agreement.

7. Takedown Requests

At any time, by submitting a request to our support team, you may request that your works be taken down from all third-party platforms. We aim to respond to these requests within 24 hours, though during peak periods this may take longer. Upon receiving a takedown request, we will:

Initiate removal of your Content from all DSPs as soon as reasonably practicable;
Confirm with you once the removal has been initiated;
Provide information about any known DSP-specific requirements or timelines.

We are not responsible for DSPs' timelines for processing takedown requests. Some DSPs may take several weeks to remove content from their catalogs and may continue to sell or stream your Content during this period. Royalties earned during the takedown window will still be payable to you.

8. Limitation of Liability

8.1 Exclusion of Damages: To the maximum extent permitted by applicable law, AnonyxGhost shall not be liable in any event for:

Any indirect, incidental, special, consequential, punitive, or exemplary damages arising from or relating to this Agreement or the use of our services;
Any damages arising from delays, non-performance, or issues beyond our reasonable control (including DSP-related delays, failures, or rejections);
Any loss of profits, revenue, goodwill, or data;
Any damages arising from the removal of Content from DSPs or termination of this Agreement.

8.2 Cap on Liability: Our total liability to you for all claims arising from or relating to this Agreement shall not exceed the aggregate fees collected by us from you in the twelve (12) months preceding the event giving rise to the claim.

8.3 DSP Liability: We are not responsible for any acts or omissions of DSPs, including but not limited to their failure to pay royalties, removal of Content, or any other actions they may take.

9. Data Protection and Confidentiality

9.1 Confidentiality: Both parties agree to maintain the confidentiality of all proprietary or sensitive information shared during the term of this Agreement. This includes but is not limited to business strategies, financial information, and unpublished release details.

9.2 Data Protection: Your personal data and Content will be processed and stored in accordance with applicable data protection laws. For users in the United Kingdom and European Economic Area, this includes the General Data Protection Regulation (GDPR). Further details are provided in our Privacy Policy.

9.3 DSP Data Sharing: You acknowledge that in order to provide the distribution service, we must share your Content and associated metadata with DSPs, who may process such data in accordance with their own privacy policies and terms.

10. Governing Law and Dispute Resolution

10.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Kenya, without regard to its conflict of law provisions.

10.2 Jurisdiction: The parties hereby irrevocably submit to the exclusive jurisdiction of the courts of Kenya for resolving any disputes or claims arising from or connected to this Agreement, including its subject matter or formation.

10.3 Alternative Dispute Resolution: Prior to commencing litigation, the parties agree to attempt to resolve any dispute through good-faith negotiations. If negotiations fail, the parties may consider mediation before a mutually agreed mediator in Nairobi, Kenya.

11. Modifications to This Agreement

AnonyxGhost may, at its sole discretion, amend or modify this Agreement from time to time. Any material amendments will be communicated to you at least thirty (30) days prior to taking effect, except in cases where immediate changes are necessitated by legal, regulatory, or security requirements, in which case we will provide notice as soon as practicable.

Your continued use of the distribution service following notice of an amendment constitutes your acceptance of the updated terms. If you do not agree to the amended terms, you must terminate this Agreement and request takedown of your Content before the effective date of the changes.

12. Force Majeure

Neither party shall be held responsible for any failure or delay in the performance of its obligations under this Agreement if such failure or delay is due to circumstances beyond its reasonable control, including but not limited to:

Acts of God, natural disasters, earthquakes, floods, or pandemics;
War, terrorism, riots, or civil unrest;
Government actions, embargoes, or sanctions;
Network infrastructure failures, cyberattacks, or power outages;
Strikes, labor disputes, or supply chain disruptions;
DSP system failures or service interruptions.

The affected party shall notify the other party promptly and shall resume performance as soon as reasonably possible once the Force Majeure event has ceased.

13. Assignment and Succession

13.1 By You: You may not assign or transfer any rights or obligations under this Agreement, by operation of law or otherwise, without our prior written consent.

13.2 By Us: We may assign this Agreement, in whole or in part, without your consent in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of our assets, provided that the successor agrees in writing to be bound by the terms of this Agreement.

13.3 Binding Effect: Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

14. Miscellaneous Provisions

14.1 Severability: If any provision of this Agreement is determined to be unenforceable or invalid by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it enforceable while preserving its intent.

14.2 Entire Agreement: Except as expressly provided in a separate, written agreement executed by both you and AnonyxGhost that explicitly states it supersedes or modifies this standard Agreement, the terms contained herein, together with our Terms of Service and Privacy Policy, constitute the entire agreement between you and AnonyxGhost regarding the subject matter herein. All prior or contemporaneous oral or written agreements, understandings, or representations are superseded by this document.

14.3 Waiver: The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision, unless acknowledged and agreed to in writing.

14.4 Notice: All legal notices required under this Agreement shall be in writing and sent to the email address associated with your account (for you) or to our registered address for legal notices (for us).

14.5 Relationship of Parties: Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between you and AnonyxGhost. Both parties are independent contractors.

14.6 Headings: The section headings in this Agreement are for convenience only and shall not affect its interpretation.

15. Acknowledgement and Acceptance

By creating an account or uploading Content you acknowledge that:

You have read, understood, and agree to be bound by all terms of this Agreement;
You have had the opportunity to seek independent legal advice regarding these terms;
You are entering into this agreement voluntarily and with full understanding of its consequences;
You confirm all representations and warranties made in Section 2 are true and accurate.