By accessing the website at http://www.notadist.com, you are agreeing to be bound by these terms of service, all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, you are prohibited from using or accessing this site.
Minors or people below 18 years old are not allowed to use this Website. If you are using the Site on behalf of any third party or other entity you warrant that you are able to accept these terms on that party's or entity's behalf.
This Distribution Agreement (this "Agreement") is a binding legal agreement between you and NotaDist ("NotaDist" or "us") regarding your use of our NotaDist service to distribute your music recordings to selected digital services and stores (our "Service"). 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 NotaDist is fully entitled to rely on that fact (in which case, the term "you" includes all such people and entities).
2. Intellectual Property Rights
Other than the content you own, under these Terms, NotaDist and/or its licensors own all the intellectual property rights and materials contained in this Website.
You are granted limited license only for purposes of viewing the material contained on this Website.
You are specifically restricted from all of the following
Certain areas of this Website are restricted from being access by you and NotaDist may further restrict access by you to any areas of this Website, at any time, in absolute discretion. Any user ID and password you may have for this Website are confidential and you must maintain confidentiality as well.
4. Copyright and Copyright Violations
All rights title and interest in all materials which are capable of protection by copyright or other intellectual property right are the property of NotaDist or its contributors unless otherwise stated.Any violation of copyright by Site users will result in the immediate suspension and/or termination of account, services and/or agreements.
NotaDist will prosecute any such breach to the fullest extent of the law.
5. No warranties
This Website is provided “as is,” with all faults, and NotaDist express no representations or warranties, of any kind related to this Website or the materials contained on this Website. Also, nothing contained on this Website shall be interpreted as advising you.
6. Grant of Rights
In consideration of the sums payable to you and the services provided by us pursuant to this Agreement, you grant to us and our licensees for the term of this Agreement:
B. You agree that NotaDist shall be your non-exclusive representative for the
distribution, license and sale of your Works. NotaDist will seek to distribute
your Works to various Retailers for subsequent license or sale to
consumers. You authorize NotaDist to reproduce and copy your Works into
any digital format necessary for the effective distribution of the Works.
NotaDist does not represent, warrant or guarantee that any Retailer or
customer will purchase or license any of Your Works.
The granted rights by this Agreement include the right by
NotaDist to either itself or through others to distribute, license and sell
Your Works in both unrestricted and restricted formats (e.g., in a format
that limits performance of the Work to a particular device or for a particular
6.1 You warrant, agree and undertake both on behalf of yourself that the Works are original to you and have not been copied from any third party; the Works do not infringe any copyright,trademark or other proprietary or intellectual property rights of any third party or include any material which are defamatory of any party or obscene; you are not under any disability, restriction or prohibition, whether contractual or otherwise with respect to your right, power and authority to enter into and perform this Agreement and grant the rights herein expressed to be granted to us and in particular, the Works do not contain any viruses or other programming routines that detrimentally interfere with computer systems or data. You warrant that you have obtained appropriate licensing for cover versions for release within territories needing such.
6.2 You agree to indemnify and reimburse Us in full via Your royalty balance and/or separate payment against any claims, liabilities, damages, losses or expenses (including legal fees) suffered or incurred by us as a result of your breach of any of the warranties or undertakings in this Agreement, or any claims by any third party including but not limited to claims for payment of outstanding debts for services provided or goods supplied by such third parties.
6.3 This Agreement may be terminated by you upon 1 days written notification (including
notification by email) of such termination providing there are no outstanding payments due to us and that such may be taken from your royalty balance. It is your obligation to cancel the storage and maintenance subscription at this point. Any further subscription payments shall be forfeited. Upon contract termination We shall instruct our partners within 30 days to remove recordings from all platforms. We are not responsible for third-party exploitation after removal instruction.You are responsible for any third-party take-down fees.
6.4 We have the right to terminate this Agreement immediately if We believe You are engaging in fraudulent or illegal activity, or following any behaviour deemed by Us as threatening, disrespectful,unprofessional or otherwise carried out by You or any associated parties. Any breach of our terms and conditions by You would result in a non refund of payment.
6.5 In the event that we are required to perform PPL (Phonographic Performance Limited) registration on your behalf you grant us permission to act as rights holder for all submitted tracks. This copyright is for purely administrative purposes and is a legal requirement of the PPL. This does not affect any other copyrights mentioned in this Agreement.
7. Materials and information
Digital Stores require that we provide certain information with your Recordings, mostly in the form of metadata, such as artwork images, artist name, logo, trademarks, service marks, song and album titles, biographical and other information ("Metadata"). You must own all necessary rights in any such information that you provide. We will ask for this information when you select to send a Recording to a Digital Stores. You are responsible to provide us all the required information, and if we or a Digital Store request that you correct any error, you must do the correction as soon as possible. A failure to correct these errors could delay or prevent the release of your Recordings to the requested Digital Stores.
7.1 ISRC & UPC
We may provide universal product codes (UPC) and International Standard Recording Codes (ISRC) for your Recordings. These codes are provided to you personally, and you cannot transfer them to someone else. An ISRC is required for any Recording released to a Digital Store. Each Recording must have its own ISRC. You will need to provide the ISRC for your Recording when you ask us to release it. If you don’t have a ISRC for your Recording, we can provide one.
If you ask us to provide an ISRC, it means that you authorize us to use all necessary information (including the identity of the rights owner on whose behalf the ISRC was assigned, and reference metadata about the recording including the artist name, track title, version, year of first publication, track duration and other relevant data) and to maintain records of such information.
You cannot ask for an ISRC if you already have one for your Recording.
7.2 Claims of Infringement and Take-Down Notices
If we receive a notice claiming that your Recordings or any Metadata or other information or material you provide us are infringing the rights of others (such as their copyrights, trademarks, rights of publicity or other intellectual property rights) or that you are not complying with any of your obligations hereunder, including any license or agreement pertaining to your Recordings, we will inform you and may, at our sole discretion, remove your Recordings, Metadata and other information and material until you provide us with sufficient proof, in our sole opinion, that you have satisfactorily resolved any outstanding issues related to such claims. During such period, we may decide to freeze the Net Incomes of your account if we believe, using our reasonable judgement, that you may have violated the terms of this Agreement.
If we determine, using our reasonable judgement, that your Recordings or any Metadata or other information or material you provide us may infringe the rights of others, we can deduct, from any amount payable to you, any resulting costs for us (including legal fees and expenses), or seize and keep the Net Incomes from your account, without renouncing to our other rights and remedies we may have. If we have to retain legal counsel to review your submitted proof of resolution, you agree to be responsible for the associated legal fees and to pay us in advance.
8. Scope of Services
The description of the services listed on the Website does not constitute a legally binding offer. The main service to be provided is digital music distribution, i.e. electronic storage and transmission of the Content provided by the User to the Providers for the purpose of commercial exploitation, especially the sale in all popular configurations and formats to private consumers, including technical sales tracking and commission accounting.
The User is aware and expressly recognizes that the decision, whether the Content will be published and offered for sale in the Online Shops and streaming sites of the Providers, is at the sole discretion of the Provider of the respective Online Shops and streaming sites and beyond the control of NotaDist merely acts as a technical service provider on behalf of the User.
8.1 Therefore, the User has the sole responsibility for the digital music distribution of the Content. NotaDist is not liable for success in the sense of publication of the Content in the Online Shops and streaming sites of the Providers, but only for supplying the Providers by transmitting the User’s Content. In the case of a rejection of the Content by one or more Providers, the already paid service fees will not be refunded.
8.2 NotaDist will distribute the Content of the User to all currently available , and in the case of a an expansion of its portfolio also the newly added Providers immediately after the contract conclusion. A list of some currently available Providers can be viewed on the Website at any time. NotaDist expressly reserves the right to change or reduce the Provider portfolio for legitimate reasons, as long as the User is not subjected to significant disadvantage.
Legitimate reasons are e.g. changes of performance of the Providers and other cooperation partners, as well as modification of technical requirements at unreasonable expense for NotaDist. As additional service to the digital distribution of the User’s content, NotaDist offers Content Promotion (Promotion through the Youtube and Dailymotion channels of NotaDist), which are currently provided free of charge, as long as at least one License Agreement with NotaDist is existing.
NotaDist trying to keep the Services on the Website available uninterrupted and in a fully operating condition for the User at all times, but only guarantees an annual average Website availability of 90%. This does not include times in which the Website is not available due to technical reasons or other problems that are beyond the control of NotaDist. NotaDist reserves the right to individually deny the User’s request to conclude a License Agreement for any legitimate interest. In such cases, any payments received will be refunded, unless notadist.com can offset the payment against any outstanding debts.
8.3 The Artist and representatives shall at all times refer to available help material before
contacting us. This includes all known resources provided by us, including but not limited to help documents, online data, written and oral advice. Subject to our discretion, violation of this will lead to Agreement cancellation after one written warning from us.
8.4 Fraudulent activity and frozen accounts
NotaDist reserves the right to freeze /or remove your account if we suspect fraudulent activity or during licensing disputes. Your account will be reopened as soon as the situation has been resolved and it has been shown that there has been no wrongdoing by you. Furthermore, NotaDist reserves the right to charge a penalty fee of up to 20£ per songs where fraudulent activity can be proven.
9. End of agreement/Services
Neither party shall be liable for failure to perform or delay in performing any obligation under this Agreement if the failure or delay is caused by any circumstances beyond its reasonable control, including but not limited to 'acts of God', war, civil commotion or industrial dispute. If such act shall make performance of this Agreement impossible for more than three months shall be treated terminated at that date.
You have the right to cancel/end the Agreement just send an email with your will or creating a ticket to the support portal but remain applied the conditions indicated (reference.6.3).
We also reserve the right to suspend or end the Services at any time at our discretion and without notice. For example, we may suspend or terminate your use of the Services if you're not complying with the terms of this Agreement, or use the Services in a manner that would cause us legal liability, disrupt the Services or disrupt others' use of the Services.
More precisely, we will cease our Release Services for your Recordings if:
If we end the Release of your Recordings, we will ask within thirty (30) days all applicable Digital Stores to remove your Recordings, including any related Metadata, information and other material. We will have no additional obligations to you except for the payment of your Net Income earned prior to the date on which the Digital Stores remove your Recordings. It could take several weeks before the Digital Stores remove your Recordings and before we receive all related income.
Each party to this agreement shall keep confidential all information disclosed within the agreement and up to Three years after termination.
We respect the intellectual property of others and ask that you do too. We respond to notices of alleged copyright infringement if they comply with the law, and such notices should be reported to us by email. We reserve the right to delete or disable content alleged to be infringing and terminate accounts of repeat infringers.
11. Limitation of liability
In no event shall NotaDist , nor any of its officers, directors and employees, shall be held liable for anything arising out of or in any way connected with your use of this Website whether such liability is under contract. NotaDist, including its officers, directors and employees shall not be held liable for any indirect, consequential or special liability arising out of or in any way related to your use of this Website.
12. Account Data and Security
When submitting information to NotaDist, particularly during registration, please ensure that all information submitted is current and accurate, and that your submitted information is updated if it changes. Make sure that you maintain the secrecy and security of your account details and password in particular. You are wholly responsible for any unauthorised access to your account that occurs as a result of a lapse of security on your part. The User is hereby notified, that some of the Providers supplied by notadist.com have high quality requirements on the distributed Content, and therefore established certain technical and creative standards, which are necessary to meet for a publication by the respective Providers. The User is obliged to inform himself about the technical requirements, even before the transmission of his Content and the according conclusion of a License Agreement, and to observe and adhere to the standards for correct labeling of the Content, especially the product, title and track information. Therefore, it shall be the sole responsibility of the User, if the Providers refuse the Content, in whole or in part, if the User did not follow the guidelines for the provided Content complying with the acknowledged industrial standards for professional audio recordings and/or if the Product-related information is incomplete or inaccurate.
For pricing, you will find this listed at www.notadist.com. The prices may vary depending on the number of tracks, Royalty rate and additional services offered. It is however, a fee for distributing your Recordings. If you would NotaDist owe any amount, we have the right to deduct all or portion of such amounts from any Royalty payable to you. NotaDist is entitled to increase or modify our prices during the Contract Term. However, if this is the case, we shall send you a written notice. During this period, you have the right to cancel the Agreement within 15 days. The cancellation must be with a written notice. We will provide you the service that you have paid for, and in all assist to remedy any possible failure to fulfil this service. However, we are not liable or responsible for third party failures in any way.
Additionally to the service fees, which shall be paid in advance, NotaDist shall obtain a distribution fee in the amount of 8 % of the achieved net revenue from the digital distribution of the Content and 20% of monetization revenues on YouTube. "Net revenue" as described aforementioned, means sales revenue, that has been accounted and actually paid out, deducted of copyright fees, sales commissions, taxes and other mandatory fees for NotaDist You agree that our Royalty payments will be subject to the conditions, reductions provisions as agreed in each sublicense agreement with the NotaDist Retail Partners.
Your right to Royalties follows on the date when NotaDist receives payment for your sold Recording, and is calculated out of the amount we actually receive. You hereby agree that, in some cases and according to each sublicensing agreement, the NotaDist Partners will only pay Royalties to NotaDist in the case the total amount exceeds a certain amount and that your payment might be subject to these limitations. The net revenue paid out to NotaDist will be credited to the User’s Account, deducted of any outstanding fees or other debts owed to NotaDist.
You shall provide accurate contact details for you and/or your representative(s). If supplied payment details are inaccurate any monies paid towards You using these incorrect details shall be forfeited.
Payments will be credited to your NotaDist royalty account around 45 days after we have received payment from our Partners. Once payment has been credited, you will be able to request a withdrawal of royalties from the account. NotaDist will then pay the requested amount to your PayPal account from 7 to 14 days from the request.
Payment of royalties can be made to a PayPal account,(soon:Bank transfer, Western Union).
It is solely your responsibility to notify NotaDist if your PayPal account has changed, by making the appropriate changes to your NotaDist royalty account settings.or communicate the expressed will to receive payments with other payment methods.If you do not provide valid payment information, your service may be disconnected or interrupted and any royalty payments due will be withheld until you can provide valid payment information.
You are responsible for any bank fees, currency exchange fees or other charges related to withdrawals or payments of royalties to you. NotaDist may deduct such fees and charges from any royalties owed to you. The User expressly agrees to receive all sales reports, invoices and credit notes in electronic form only.
16. Warranties, Representations, and Indemnities
If you use our Service, you warrant and represent that:
You agree to defend, indemnify, and hold harmless NotaDist, its licences (such as Digital Stores) and their officers, directors, affiliates, employees and agents, from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the Service, including any breach of this Agreement, including the foregoing representations and warranties.
17. Variation of Terms
is permitted to revise these Terms at any time as it sees fit, and by using this Website you are expected to review these Terms on a regular basis.
The NotaDist is allowed to assign, transfer, and subcontract its rights and/or obligations under these Terms without any notification. However, you are not allowed to assign, transfer, or subcontract any of your rights and/or obligations under these Terms.
19. Entire Agreement
These Terms constitute the entire agreement between NotaDist and you in relation to your use of this Website, and supersede all prior agreements and understandings.
20. Governing Law & Jurisdiction
These Terms will be governed by and interpreted in accordance with the laws of UK, and you submit to the non-exclusive jurisdiction of the state and courts located in UK for the resolution of any disputes.
Last Edited on 2016-12-09