MUSIC DISTRIBUTION TERMS
Effective Date: January 31, 2023
Distribution Term: The date you first use UnitedMasters’ Distribution Services, such as by uploading and releasing your Masters and Intellectual Property, and shall automatically continue until you cease using the Distribution Services, or until UnitedMasters ceases providing you with Distribution Services.
DSP or DSPs: Digital Service Provider such as an online store (iTunes, Amazon Music) or streaming service (Spotify, Apple Music, YouTube Music).
Gross Digital Royalties: All royalties, payments or other earnings actually received by us directly in connection with the exploitation of your User Content via Distribution Services.
Master or Masters: Master sound recordings that you or your representatives submit to UnitedMasters and the musical compositions respectively embodied therein, including any derivative works, remixes, master cuts, radio edits, session files and stems.
Net Sums: Gross Digital Royalties less the Distribution Fee, payment processing fees, third party charges or other fees, and any refunds, taxes, tariffs or other amounts we are legally obligated to withhold or pay. Net Sums shall exclude any sums attributable to fraud or other activities prohibited by the Terms.
Rights and Responsibilities
When utilizing the Distribution Services, you grant UnitedMasters the non-exclusive right throughout the world during the Distribution Term:
- to copy, display, distribute, publicly perform, and to make derivative works in furtherance thereof, and to market, license, sell and otherwise use, exploit your Masters and Intellectual Property;
- to permit the copying, display, distribution, public performance, synchronization, marketing, licensing, sale, and use and exploitation of the Masters and Intellectual Property;
- to collect, administer, and distribute royalties to, and on behalf of, you in connection with the Masters;
- to perform any other acts deemed necessary to effectuate the purpose of these Terms and provide the Distribution Services; and
- to do any of the foregoing (or to refrain from doing so) without further payment to you or permission from you.
You are solely responsible for: [i] securing mechanical licenses, digital phonorecord delivery licenses and all other licenses, rights or consents required from musical composition copyright owners, publishers, administrators, artists, producers, copyright owners, master rights owners, and all other persons or entities who have an interest in the Masters or are otherwise involved in the creation, ownership or control of the Intellectual Property (collectively “Rights Holders”); [ii] making all payments due (including royalties) in connection with the foregoing licenses referenced in this section, or otherwise; and [iii] making all payments that may be required by contract, law, under any collective bargaining agreement, or otherwise.
Upon request, you will promptly provide us with copies of any producer and side-artist agreements, mixer agreements, co-writer agreements, sample licenses, label waivers any other agreement with Rights Holders and any such other documents and information as we request, including identity of, and contact information for Rights Holders, in order to ensure compliance with the Terms.
PLEASE NOTE: UnitedMasters does not allow distribution of Masters which are cover versions of third party compositions, remixes of third party compositions or remixes embodying uncleared samples. UnitedMasters has the right to deny or remove from distribution any Masters that embody the use of any unauthorized, third party musical compositions.
SELECT Membership Tier
If you are a SELECT artist, the terms in this section apply to you.
SELECT members receive the following benefits, subject to change at UnitedMasters’ sole discretion: Distribution to a wide selection of Streaming Platforms (together “SELECT Streaming Platforms”), unlimited music releases, and access to brand opportunities. UnitedMasters will use best efforts to submit your releases for distribution to all SELECT Streaming Platforms within ten business (10) days from the date of a valid submission to us, provided that a failure of these efforts shall not be deemed a breach of the Terms.
To become a SELECT member, you must pay the full SELECT subscription fee in effect at the time of purchase (“Subscription Fee”) for access to the SELECT Service (“SELECT Subscription”). UnitedMasters will not provide a refund once the Subscription Fee is paid. UnitedMasters may change the Subscription Fee in its discretion, provided that if you have already purchased access to the SELECT Service any such change to the Subscription Fee will not apply to you under your current SELECT Term (defined below) until such time as your SELECT Subscription is renewed.
If UnitedMasters cannot charge your payment method for any reason (such as expiration or insufficient funds), and you have not canceled your SELECT Subscription, you remain responsible for any uncollected amounts, and we will attempt to charge your payment method as you may update your payment method information. This may result in a change to the start of your next SELECT Term and may change the date on which you are billed for each period. We reserve the right to cancel your SELECT Subscription if we are unable to successfully charge your payment method to renew the same. UnitedMasters may offer a free trial for SELECT Subscriptions prior to charging your payment method.
For purposes of clarity, each SELECT Subscription applies on a “per artist” basis, meaning that if a SELECT User wishes to use the SELECT Service on behalf of more than one musical artist, such SELECT User must pay a separate Subscription Fee for each musical artist to receive access to the SELECT Service.
If you pay the Subscription Fee, your SELECT Subscription will continue for a period of one (1) year from the date of payment (“SELECT Term”). The SELECT Term shall automatically renew on an annual basis, and you will be charged an additional Subscription Fee via your selected payment method, unless you notify UnitedMasters prior to expiration of the current annual SELECT Term that you wish to cancel your SELECT Subscription. If you elect to cancel your SELECT subscription, you will remain a SELECT artist until your current, annual SELECT Term expires, after which time, you can choose to continue as a DEBUT artist or to cease using the Distribution Services entirely by deleting your account.
If a SELECT artist becomes a DEBUT artist: (i) all User Content previously distributed to SELECT Streaming Platforms will be removed from such SELECT Streaming Platforms, and will be distributed only to DEBUT Streaming Platforms going forward, (ii) the Distribution Fee shall apply in lieu of the Subscription Fee, and (iii) all other terms applicable to DEBUT artists shall apply.
If you are a DEBUT artist, the terms in this section apply to you.
UnitedMasters shall distribute your Masters only to specific platforms that are subject to change in UnitedMasters’ sole discretion (collectively, “DEBUT Streaming Platforms”). DEBUT Users may submit a maximum of one (1) public musical release per calendar month. In consideration for providing the Distribution Services, UnitedMasters shall be entitled to retain ten percent (10%) of all Gross Digital Royalties as its Distribution Fee, which may be subject to change at UnitedMasters’ discretion.
Payments and Accounting
UnitedMasters will pay you any Net Sums actually collected on your behalf within sixty (60) days after the end of each calendar month or sixty (60) days from the date on which we receive or are credited with Gross Digital Royalties in connection with the User Content, whichever is later. If you are a SELECT artist, you are eligible to withdraw Net Sums once they are made available, subject to any fees and compliance checks. If you are a DEBUT artist and are owed less than fifty U.S. dollars ($50), your Net Sums shall be carried forward onto the following accounting statement and paid to you once your Net Sums reach fifty U.S. Dollars ($50) or more.
In order to receive payment, you must submit an acceptable and completed Form W-9 (for U.S. residents for tax purposes, Form W-8 (for non-U.S. residents for tax purposes), or any other tax form requested by UnitedMasters. 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. 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.
We reserve the right to withhold a payout should we suspect that any information we have for you is incorrect, that you are involved in any fraudulent or illegal behavior, that an unauthorized person has accessed your account (but are not required to do so), or if we suspect that you have uploaded infringing content.
UnitedMasters’ accounting statements shall be based solely upon information provided by its licensees, and UnitedMasters shall be entitled to rely on payments and accountings received from its licensees such as the Streaming Platforms. No Net Sums shall be payable to you until payment has been actually received by UnitedMasters or credited to its account. You shall be responsible for any bank fees or related charges for the payment of any Net Sums. You shall have a valid method of receiving payment on file with us. It is your responsibility to notify us of any changes to your method of payment. In the event that you do not have a valid method of payment on file, we may suspend payment to you until such time that a valid payment method has been submitted. Any objection to any accounting statement or lawsuit arising therefrom must be made (and any lawsuit commenced) no later than one (1) year after the date the accounting statement is rendered. You hereby waive any longer statute of limitations that may be permitted by law. Notwithstanding anything to the contrary contained herein, in the event that no Net Sums are due to you for a particular month or other period during the Distribution Term, we shall have no obligations to provide a statement indicating that no payment is due.
UnitedMasters will use commercially reasonable efforts to ensure it receives proper accounting from its licensees. Notwithstanding anything in the Terms to the contrary, UnitedMasters is not liable or responsible for: [i] any failures of its licensees to timely or accurately report, account and make payment; [ii] any claim in connection with an accounting statement or payment that was issued or allegedly due from UnitedMasters or a licensee more than twelve (12) months prior to the date UnitedMasters receives written notice of the claim; and [iii] any payments, in connection with the User Content or the Terms, which may be due to an individual or entity other than you.
Distribution Termination and Removal
While we hope you stay and continue to grow and earn as an artist via UnitedMasters, you may choose to cease distribution of specific Masters or altogether terminate your account with UnitedMasters. UnitedMasters reserves the right to remove Masters, Intellectual Property, or other User Content, or to terminate its Distribution Services with respect to your account at any time in its sole discretion. UnitedMasters will collect and pay you all Net Sums in accordance with the Terms prior to the end of the Distribution Term. Termination and deletion of your account results in a forfeiture of any access to UnitedMasters’ Services or any Net Sums based on Gross Digital Royalties received in connection with your Masters after the Distribution Term.
If you have not yet distributed any Masters using our Distribution Services, and you are a DEBUT artist, you may delete your account via your account settings. If you have distributed Masters, or if you are a SELECT artist, you may have remove your Masters and delete your account by contacting UnitedMasters’ support.
You must provide UnitedMasters at least sixty (60) days notice to remove your Masters and delete your account, provided that UnitedMasters may (but is not required to) remove your Masters and delete your account at any time prior to the expiration of the notice period.
Upon receiving notice of or initiating termination of the Distribution Services, UnitedMasters [i] will use reasonable efforts to remove your Masters and User Content, provided that you understand such removal is out of UnitedMasters’ control and may or may not take longer, and that UnitedMasters is not liable for the failure of a third party platform to remove the User Content; [iii] UnitedMasters may retain any subscription fee paid by you to date, [iv] UnitedMasters may delete any User Content otherwise in its possession and UnitedMasters will have no liability to you or any third party for doing so; and [v] UnitedMasters will have no additional obligation to you with the exception of payment of any Net Sums earned prior to the date upon which the User Content has been removed.
Notwithstanding termination in accordance with this section, all provisions of the Terms, which by their nature should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.