Dune Music Group® Distribution Agreement

Last Modified: 1 April 2024

1. Introduction and Acceptance

This Distribution Agreement and Terms of Service (this “Agreement“) constitutes a legally binding contract between you,the “End User” or “You,” and Dune Music Group, a company duly incorporated under the laws of South Africa, referred to herein as the “Company“, “We“, or “Us.” This Agreement governs your use of our digital music distribution service (the “Service“), which enables you to deliver your musical recordings and associated content (collectively, the “End User Content“) to a variety of digital music platforms and online stores, referred to herein as “Digital Music Services.”

By accessing, registering for, or utilizing our Service in any way, you signify your full acceptance of and agreement to be bound by all the terms and conditions outlined in this Agreement. It is crucial that you carefully read and comprehend this entire Agreement before proceeding to use the Service. If you do not consent to any part of these terms, you must refrain from using the Service.

This Agreement, together with any supplementary documents or policies explicitly referenced herein (collectively referred to as the “Terms of Use“), comprehensively governs your access to and utilization of the Service, regardless of whether you are using it as a guest or a registered user.

2. Definitions

In order to facilitate clarity and understanding of this Agreement, the following key terms shall have the meanings ascribed to them below:

  • “Customer” refers to any individual or entity who accesses, utilizes, or engages with a Digital Music Service to purchase, stream, or otherwise interact with End User Content.
  • “Digital Distribution” encompasses the electronic transmission or dissemination of End User Content through various digital channels, including but not limited to the internet, online music stores, streaming platforms, mobile applications, and other digital media delivery systems, whether currently in existence or developed in the future.
  • “Digital Music Service” signifies any online platform, application, or service that facilitates the distribution, sale,streaming, or other forms of access to End User Content by Customers. Examples of Digital Music Services include, but are not limited to, Apple Music, Spotify, Deezer, Amazon Music, YouTube Music, and Tidal.
  • “End User” denotes you, the individual or entity entering into this Agreement with Dune Music Group, who possesses the necessary rights and authorizations to exploit and distribute certain music or audio content (including both the underlying musical composition and the sound recording) and to utilize the Service provided by Dune Music Group.
  • “End User Content” refers to all forms of intellectual property and creative works, including but not limited to musical compositions, sound recordings, lyrics, album artwork, photographs, music videos, and any other associated materials or metadata, for which the End User holds the requisite rights and permissions to commercially exploit and distribute through the Service.

3. Accessing the Service

  • Account Creation and Registration: In order to utilize the Service, you are required to establish an account with Dune Music Group. During the registration process, you must furnish accurate, complete, and up-to-date information as requested. You are solely responsible for maintaining the confidentiality and security of your account login credentials, including your username and password. Any activities or transactions conducted through your account will be deemed to have been authorized by you, and you will bear full responsibility for any such actions.
  • Uploading End User Content: Once you have successfully created an account, you will be granted the ability to upload your End User Content to our secure servers. This content will then be processed and prepared for distribution to the Digital Music Services of your choosing.
  • Selection of Digital Music Services: The Service empowers you with the flexibility to select the specific Digital Music Services through which you wish to make your End User Content available to Customers. You acknowledge and agree that the availability of your End User Content on any given Digital Music Service is contingent upon that service’s acceptance policies and technical requirements.
  • Payment of Fees: In consideration for the Service provided by Dune Music Group, you agree to pay all applicable fees as outlined in our Fee Schedule or any other mutually agreed-upon fee arrangement. These fees may encompass charges for content processing, distribution, storage, and any additional services you may elect to utilize.

4. Grant of Rights

  • Non-Exclusive License for Distribution: You grant to Dune Music Group a non-exclusive, worldwide license to reproduce, distribute, and make your End User Content available to the public through the Digital Music Services you have selected. This license encompasses the right to make your End User Content available for streaming,downloading, and other forms of digital access and consumption by Customers.
  • Ownership of Intellectual Property: You retain full ownership of all intellectual property rights associated with your End User Content. Dune Music Group claims no ownership interest in your creative works. However, you acknowledge and agree that Dune Music Group owns all intellectual property rights pertaining to the Service itself,including any associated software, technology, and trademarks.
  • Representations and Warranties Regarding End User Content: By uploading your End User Content to the Service, you represent and warrant to Dune Music Group that:
    • You possess all necessary rights, titles, and interests in the End User Content, or have obtained the requisite authorizations and licenses from any third-party rights holders, to grant the aforementioned license to Dune Music Group.
    • The distribution and exploitation of your End User Content through the Service will not infringe upon or violate any copyrights, trademarks, patents, trade secrets, or other intellectual property rights of any third party.
    • Your End User Content does not contain any defamatory, libelous, obscene, or otherwise unlawful material.

5. Your Responsibilities

  • Content Ownership and Rights: You bear the sole responsibility for ensuring that you possess or have secured all necessary rights, licenses, clearances, and permissions related to the End User Content you upload to the Service.This includes, but is not limited to, obtaining any required mechanical licenses, synchronization licenses, and any other authorizations from copyright holders, performers, or other relevant parties.
  • Payment of Royalties and Fees: You are solely responsible for the timely and accurate payment of any and all royalties, fees, or other compensation due to any third parties involved in the creation, ownership, or performance of the End User Content. This encompasses, but is not limited to, payments to songwriters, composers, publishers,recording artists, producers, and any collecting societies or performance rights organizations.
  • Compliance with Laws and Third-Party Agreements: You agree to adhere to all applicable laws, regulations,and industry standards pertaining to the creation, distribution, and exploitation of music and audio content.Furthermore, you acknowledge and accept that you are bound by the terms and conditions of any Digital Music Services you select for the distribution of your End User Content.

6. Payment and Accounting

  • Revenue Share: In exchange for the rights granted to Dune Music Group under this Agreement, you will be entitled to receive a specified percentage of the Net Income generated from the exploitation of your End User Content through the Digital Music Services. The exact percentage of the revenue share will be detailed in a separate agreement or fee schedule provided to you.
  • Net Income Definition: For the purposes of this Agreement, “Net Income” is defined as the total revenue received by Dune Music Group from the Digital Music Services attributable to your End User Content, less any applicable deductions. These deductions may include, but are not limited to, taxes, transaction fees, administrative costs, and any other charges or expenses incurred by Dune Music Group in the course of providing the Service.
  • Payment Process: Payments of the Net Income due to you will be processed and remitted according to the payment terms and schedule specified in a separate agreement or fee schedule. You may be required to provide Dune Music Group with valid payment information, such as bank account details or other acceptable payment methods, in order to receive your share of the Net Income.
  • Accounting and Reporting: Dune Music Group will furnish you with periodic accounting statements, detailing the sales, streams, and other relevant data pertaining to the exploitation of your End User Content on the Digital Music Services. These statements will provide a transparent overview of the revenue generated and any applicable deductions.

7. Term and Termination

  • Duration of Agreement: This Agreement shall commence on the date of your acceptance and shall remain in effect for an initial term of one (1) year, unless earlier terminated in accordance with the provisions outlined herein.
  • Automatic Renewal: Unless either party provides written notice of termination at least thirty (30) days prior to the expiration of the initial term or any subsequent renewal term, this Agreement shall automatically renew for successive one (1) year periods.
  • Termination for Convenience: Either you or Dune Music Group may terminate this Agreement at any time, with or without cause, by providing the other party with written notice of termination at least thirty (30) days in advance of the intended termination date.
  • Termination for Breach: Dune Music Group reserves the right to terminate this Agreement immediately, without prior notice, in the event that you breach any of the material terms or conditions of this Agreement, or if you engage in any fraudulent, illegal, or otherwise harmful activities in connection with the Service.
  • Effect of Termination: Upon termination of this Agreement, Dune Music Group will cease distributing your End User Content through the Digital Music Services. You will remain responsible for any outstanding fees or payments owed to Dune Music Group. Additionally, any provisions of this Agreement that, by their nature, are intended to survive termination shall continue to be binding on both parties even after the Agreement has been terminated.

8. Intellectual Property

  • Ownership of End User Content: You shall retain full and exclusive ownership of all intellectual property rights, including but not limited to copyrights, trademarks, and any other proprietary rights, in and to your End User Content. Dune Music Group makes no claim of ownership or control over your creative works.
     
  • Ownership of Service and Technology: Dune Music Group retains all ownership and intellectual property rights in and to the Service, including any software, technology, trademarks, or other proprietary materials developed or utilized in connection with the provision of the Service.
  • Limited License to Dune Music Group: In order to facilitate the distribution and exploitation of your End User Content through the Digital Music Services, you grant Dune Music Group a limited, non-exclusive, royalty-free, worldwide license to use, reproduce, distribute, publicly perform, display, and otherwise exploit your End User Content solely for the purposes of providing the Service and fulfilling its obligations under this Agreement.

9. Warranties and Liability

  • Disclaimer of Warranties: Dune Music Group provides the Service on an “as is” and “as available” basis, without any warranties or representations of any kind, whether express, implied, or statutory. We do not guarantee that the Service will be uninterrupted, error-free, or secure, or that any specific results or outcomes will be achieved through the use of the Service.  
  • Limitation of Liability: To the fullest extent permitted by applicable law, Dune Music Group shall not be liable to you or any third party for any indirect, incidental, special, consequential, or punitive damages, including but not limited to lost profits, lost data, or loss of goodwill, arising out of or in connection with the use of the Service, even if Dune Music Group has been advised of the possibility of such damages.
  • Indemnification: You agree to indemnify, defend, and hold harmless Dune Music Group, its affiliates, directors, officers, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to your use of the Service, your End User Content, or any breach of this Agreement.

9. Miscellaneous

  • Governing Law: This Agreement is governed by the laws of South Africa.
  • Dispute Resolution: Any disputes will be resolved through arbitration or, if applicable, in the courts of South Africa.
  • Entire Agreement: This Agreement constitutes the entire understanding between the parties and supersedes any prior agreements.  
     
     
  • Severability: If any provision of this Agreement is deemed invalid, the remaining provisions will remain in effect.
  • Assignment: You may not assign this Agreement without our prior written consent. We may assign this Agreement at our discretion.

10. Acceptance

By using our Service, you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement.  

If there are any questions or concerns please reach out to us on support@dunemusicgroup.com