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1. The operator of this site is Wifire Media Pty Ltd (Wifire Music)
2. We do not collect personally identifiable information about you on this site without your knowledge, and all such information is or has been collected directly from you in connection with the digital licensing agreement between you and Wifire Media Pty Ltd (herein, the "Licensing Agreement"). Such information includes, without limitation, your name, email, address, phone number, tax ID/social security number and bank account information.
3. We use this information we collect from you to allow you to participate in the site and in connection with the Licensing Agreement in order to contact you when necessary and to pay you any royalties earned. No other use is made of the information; Wifire Media Pty Ltd does not sell, trade or rent your personal information to third parties.
4. Personal information collected on this site, and related Wifire Media Pty Ltd sites, may be shared with those with whom we contract to operate the respective sites. To the extent required or permitted by law, we may also collect, use and disclose personal information in connection with security-related or law enforcement investigations and to perform credit checks, report or collect debts owed, or protect our rights or property, our website or its users.
6. We try to keep the information we collect from you as current as possible, and we take steps to maintain the security of your personal information. We will never post your e-mail address or other identifying information you have provided on our site without your consent. However, transmissions made by means of the Internet cannot be made absolutely secure. Wifire Media Pty Ltd will have no liability for disclosure of personally-identifiable information due to errors in transmission or unauthorized acts of third parties.
7. If you are under 13 years of age, you should not provide any personally identifiable information on this site without the consent of your parent or guardian; Wifire Media Pty Ltd does not knowingly collect any personally identifiable information from anyone under 13 years of age.
8. By using our site you consent to our collection and use of your personal information as described in this policy. We reserve the right to modify this privacy statement and related business practices at any time by posting updated text on this site, and your continued use constitutes acceptance of those changes.
If you have questions regarding this policy, please contact Wifire Media Pty Ltd. email@example.com
Dated as of the date of complete execution hereof (the "Effective Date") by and between You, or Gaurdian, Company, Individual, Sole Trader, Corporation, Partnership or Trust herby known as ("Company") and Wifire Media Pty Ltd. ("Wifire")
1. Grant of Rights. Company hereby grants to Wifire Media Pty Ltd the following rights throughout the world (the "Territory") and during the Term (as such term is defined below): Exclusive Digital Licensing and Distribution Rights.
Wifire Media Pty Ltd shall have the exclusive right to sell, copy, distribute, perform, sublicense and otherwise exploit the Recordings (as such term is defined below) in whole or in part direct to consumers or to retailers, service providers and other users of any description (the "Licensees") that sell, copy, distribute, transmit, perform or otherwise exploit sound and/or audiovisual recordings by any and all means and media (whether now known or existing in the future).
Further, Wifire Media Pty Ltd shall have no right to distribute the Recordings via physical distribution of pre-manufactured vinyl records, cassettes, CDs or DVDs through normal retail channels.
(b) Sound Recording Copyright Owner Representative. Wifire Media Pty Ltd shall have the exclusive right to collect all income deriving from the Recordings as Company's authorized sound recording copyright owner representative, i.e. income and or levies deriving from digital, reproduction and performance uses, under statute, industry agreement or otherwise from
sound recording collection bodies, if not already collected by Company or Company's agent as of the execution date hereof (provided, only if Company gives Wifire Media Pty Ltd written notice of any such prior collection arrangements promptly following execution hereof).
(c) Synchronization. Wifire Media Pty Ltd shall have the non-exclusive right to license and sub License the reproduction of the Recordings in synchronization with visual images in connection with audiovisual works (subject to Company's prior approval of each synch license, which approval shall not be unreasonably withheld, and will not be withheld for the principal purpose of revising the business terms between Wifire Media Pty Ltd and Company as set forth herein), except that once Wifire Media Pty Ltd introduces a synchronization placement opportunity in writing to Company, then such opportunity (along with any options or ancillary uses, e.g. film as well as its trailers, TV show as well as its commercials, and vice versa) shall become exclusive to Wifire Media Pty Ltd.
(d) Artwork: Name & Likeness. Wifire Media Pty Ltd and the Licensees shall have the right to use album artwork and artists' names, approved likenesses and approved biographical material in connection with (i) exploitation of the Recordings and the promotion thereof, and (ii) its exclusive right to license, on a stand-alone basis, including, without limitation, album artwork for use as "wallpaper" on mobile handsets and other devices. All materials delivered to Wifire Media Pty Ltd by Company hereunder shall be deemed "approved" for the purposes of this.
2. Term. The initial term of this agreement (the "Term") shall start on complete execution hereof and end on the last day of the calendar quarter which is one (1) year after the date of complete delivery of the Recordings and Payment in accordance with paragraph 3(b) below.
Thereafter, the Term shall continue to renew itself for the same time period as the initial term unless one party gives the other notice of termination no later than one hundred eighty (180) days prior to the one (1) year anniversary of the execution date hereof or each subsequent term period, as applicable. If no such notice is provided, then each successive Term shall begin upon the prior's expiration. Articles 6 through and including Article 11 hereof shall survive the end of the Term.
3. Master Recordings.
(a) Master recordings (the "Recordings" herein) shall include all sound recordings and video recordings owned or controlled now or at any time during the Term by Company or Principal, record labels affiliated with Company or Principal, or which are acquired by Company or Principal, or with whom Company may merge during the Term, as well as all materials
delivered by Company to Wifire Media Pty Ltd pursuant to paragraph 1 (d) above.
(b) In the event Company no longer has the necessary rights to a Recording (the "Deleted Recording"), Company shall promptly send written notice and payment of one (1) years distribution fee to Wifire Media Pty Ltd to remove the Deleted Recording from any subsequent use by a Licensee. In such event, Wifire Media Pty Ltd will use commercially reasonable efforts to direct the Licensees to remove the Deleted Recording(s) after the date of such notice. However, Company acknowledges and agrees that the Deleted Recording(s) may remain available for a period under a pre-existing license or arrangement with a third party issued by the Licensee. For the avoidance of doubt, Company shall not be able to delete for convenience any Recording that Wifire Media Pty Ltd has the right to distribute hereunder, but shall only be permitted to delete a Recording from distribution by Wifire Media Pty Ltd hereunder in the event the Deleted Recording: (A) is the subject of a claim by a third party claiming rights to such Recording and such continued distribution is likely to expose Company and/or Wifire Media Pty Ltd to continued third party claims, or (8) is deleted from Company's Catalog pursuant to an agreement licensing such Deleted Recording from a third party to Company and expiring of its own accord. Purported sales or other licenses of any of the Recordings to a third party occurring during the Term hereof shall be specifically subject to the terms of this Agreement for the full Term hereof.
(c) Immediately following execution hereof and ongoing throughout the Term, Company shall, at Company's sole expense, Deliver Master Recordings to Wifire Media Pty Ltd's internet-based tool, for which Company
shall receive log-in information.
(d) Wifire Media Pty Ltd's payment of any sums hereunder is conditioned upon Company's fulfillment of all delivery obligations described above.
4. Wifire Media Pty Ltd's Obligations. Wifire Media Pty Ltd shall
(a) solicit and service the Licensees,
(b) secure the encoding of each Recording in format(s) required by the Licensees,
(c) process the delivery of the Recordings to the Licensees, and
(d) collect amounts due from the Licensees.
Wifire Media Pty Ltd does not guarantee placement of the Recordings with any Licensee and Wifire Media Pty Ltd reserves the right to reject distribution of any Recording in its sole discretion.
Wifire Media Pty Ltd shall pay to Company:
(a) Distribution. One Hundred (100%) of all gross receipts actually received by Wifire Media Pty Ltd from its Licensees deriving from sales of the Recordings to end consumers.
(b) Collections. Solely with respect to collections described in paragraph 1 (b)
above, fifty percent (50%) of Wifire Media Pty Ltd's gross receipts actually received by Wifire Media Pty Ltd from U.S. collection bodies, and fifty percent (50%) of Wifire Media Pty Ltd's net receipts actually received by Wifire Media Pty Ltd from collection bodies in territories other than the United States. "Net receipts" as used in this paragraph 5(b) shall mean gross receipts from such collection bodies, less any and all third party payments and expenses that Wifire Media Pty Ltd may be required to pay to third party collection agents in any such territories.
(c) Synchronization Licenses. Fifty percent (50%) with respect to synchronization licenses pursuant to paragraph 1 (c) above.
(d) Special Products And Other Promotional Uses. For special programs conducted by other companies to whom Wifire Media Pty Ltd licenses the Recordings to both promote the Recordings and help sell and/or promote such companies' products or brands, including, for instance, customer acquisition and retention programs, gift-with-purchase and purchase-with-purchase programs, etc., in which programs Company's Recordings have been included with the prior written approval of Company, fifty percent (50%) of gross receipts received by Wifire Media Pty Ltd from Licensees in the form of end-consumer redemptions of the Recordings under programs.
(e) Applications and Other Software. With respect to applications and other software Apps, which may utilize the Recordings, artwork, names or likenesses as a means by which to promote the Recordings, and are designed or commissioned for Company by Wifire Media Pty Ltd with Company's prior written approval, Wifire Media Pty Ltd shall be entitled to retain fifty percent (50%) of gross receipts received by Wifire Media Pty Ltd from Licensees deriving from the sale of such Apps, after deducting any third party costs, e.g. development fees, affiliate fees, etc. Wifire Media Pty Ltd's out of pocket expenses shall be recoupable from all amounts payable to Company upon mutual consent (email shall be sufficient for such consent).
(f) The (Company) shall pay upfront any and all distributions fees to Wifire Media at the start of each distribution year and warrants that it will keep and inform Wifire Media of any changes to credit cards or billing information.
(g) For the avoidance of any doubt Wifire Media is a subscription service that distributes entertainment content to Licensees and collects and pays through monies to the copyright holder or owner.
6. Accountings: Audit.
(a) Wifire Media Pty Ltd shall provide Company with on-line access to Company's sale. Payment of any amounts due to Company shall be made by Wifire Media Pty Ltd on a bi-annual basis, forty-five (60) days after quarter end. Any balance due under $100 (aggregated for all Licensees) shall be rolled into the following quarter and paid only when the balance exceeds $100.
(b) Company shall have the right to audit Wifire Media Pty Ltd's books and records (which shall be deemed Confidential Information) to verify the accuracy of any particular payment, once with respect to any particular payment, once in each year, at Company's expense, at the place where Wifire Media Pty Ltd maintains such records, during Wifire Media Pty Ltd's normal business hours and on at least thirty (30) days' prior notice. Such audit may only be conducted by an independent certified public accounting firm.
Company will have no right to sue Wifire Media Pty Ltd in connection with any royalty accounting statement, or to sue Wifire Media Pty Ltd in connection with any monies received in or otherwise relating to the period such statement covers, unless Company commences the suit within one year after the date the particular statement is rendered and Company hereby irrevocably waives any longer statute of limitations that may be permitted by law.
7. Third Party Obligations. In connection with exploitation of the Recordings contemplated hereunder, Company shall be solely responsible for
(a) all record royalties due to artists, producers, performers and other persons who performed in the making of the Recordings and other royalty participants, (b) all royalties due to any party as a result of samples included in the Recordings
(c) all payments that may be required under collective bargaining agreements applicable to Company and its affiliates,
(d) all music publishing licenses and royalties including, without limitation, synchronization and digital mechanical licenses and royalties, and
(e) all sales and use taxes levied on any amounts payable to Company hereunder. Outside of the United States, Wifire Media Pty Ltd customarily requires the Licensees to secure and pay for music publishing licenses (and such license fees mayor may not be deducted by the Licensee concerned from the proceeds payable to Wifire Media Pty Ltd). If with respect to any Licensee outside of the United States Wifire Media Pty Ltd is not able to do so, Wifire Media Pty Ltd shall have the right, at its option, without limiting Company's obligations pursuant to this Article 7, to assume the responsibility to clear and pay for the music publishing licenses required in connection with such Licensee's sales, which license fees Wifire Media Pty Ltd shall have the right to deduct from royalties payable to Company hereunder.
8. Warranties and Indemnities.
(a) Company warrants represents, covenants and agrees that: (i) it has the right and authority to enter into this agreement and to grant to Wifire Media Pty Ltd all rights specified, (ii) all of the Recordings, artwork, metadata, videos and any other materials furnished by Company to Wifire Media Pty Ltd or relating to the Recordings are owned or controlled by Company and shall not infringe on the copyrights or other rights of any person or entity, (iii) Wifire Media Pty Ltd shall have the right to exploit same in all manner hereunder free from adverse claim and without any obligation to make any payment of any nature to any person or entity, other than the amounts due to Company described in Article 5 above, (iv) Company has not, prior to the date hereof, entered into any agreements for the same or similar rights granted to Wifire Media Pty Ltd hereunder, (v) Company shall comply with all applicable laws, rules and regulations governing its online activities including those concerning so-called "spam" transmissions, (vi) Wifire Media Pty Ltd shall not be required to make any payments of any nature (including, without limitation, royalties to copyright owners in respect of the compositions embodied on the Recordings and royalties to artists and other performers) for, or in connection with, the acquisition, exercise or exploitation of rights by Wifire Media Pty Ltd pursuant to this agreement, except as specifically provided herein, (vii) Company has registered all of the existing Recordings and shall promptly register new Recordings throughout the Term hereof,
(viii) without limitation of Company's obligations, Company shall not use the Wifire Media Pty Ltd name, web address, web site or servers or otherwise reference Wifire Media Pty Ltd in any manner, in connection with any email or other promotion, without the Wifire Media Pty Ltd's prior written consent in Wifire Media Pty Ltd's discretion, and (ix) without limitation of Company's obligations, Company will, promptly upon request, provide Wifire Media Pty Ltd with copies of all artist, producer and other agreements and documents so as to evidence Company's right and title in and to all Recordings, etc.
(b) Wifire Media Pty Ltd warrants and represents that it has the right and authority to enter into this agreement and that the conduct of its distribution activities complies with all applicable laws.
(c) Each party shall defend and indemnify the other party (including its directors, members, officers, employees and other representatives) against any expenses or losses resulting from a third party claim of breach, or a claim which if true would constitute a breach of any of the party's respective representations, warranties, covenants or agreements contained herein, including reimbursement of reasonable attorneys' fees and litigation expenses. The indemnified party shall give the indemnifying party prompt notice of any claim and, if the indemnified party so requests, the indemnifying party shall defend the indemnified party at the indemnifying party's expense with counsel approved by the indemnified party (which approval shall not be unreasonably withheld or delayed). Any settlement shall be subject to the indemnified party's prior written approval. If a claim is made Wifire Media Pty Ltd shall have the right, in its discretion, to take-down from any or all Licensees the Recording(s) concerned and to withhold payment of royalties hereunder in an amount reasonably related to the claim
and potential expenses.
9. Confidentiality. Company agrees that it shall, and it shall instruct in writing its attorneys, accountants and other professional advisors to, hold in confidence and not communicate, transmit, publish, disseminate or otherwise disclose any of the terms and conditions of this agreement or any information regarding Wifire Media Pty Ltd's business learned in the course of dealing or performance hereunder (collectively, "Confidential Information").
Confidential Information shall not include information which (i) at or prior to the time of disclosure was known to or independently developed by Company, except to the extent unlawfully appropriated by Company; (ii) at or after the time of disclosure becomes generally available to the public through no wrongful or negligent act or omission on Company's part; (iii) Company receives from a third party free to make such disclosure without breach of any legal obligation; or (iv) is required to be disclosed pursuant to any statute, regulation, order, subpoena or document discovery request (as to which Company shall give Wifire Media Pty Ltd prompt notice). The fulfillment of Company's obligations under this subparagraph is integral to the
success of Wifire Media Pty Ltd's business dealings and Wifire Media Pty Ltd shall be entitled to injunctive relief to enforce the provisions hereof without limitation of its other rights.
10. Governing Law; Exclusive Venue. This agreement shall be governed by The Laws of Victoria, Australia. The parties hereby grant to the courts of Victoria Australia exclusive jurisdiction to hear any disputes arising out of or relating to this agreement; no action may be instituted in any other venue.
11. Other Important Provisions.
(a) The parties shall cooperate in implementing any applicable parental advisory labeling. It is understood that Company shall furnish to Wifire Media Pty Ltd both labeled and "edited" versions of all Recordings.
(b) All notices hereunder shall be given by registered or certified mail, return receipt requested, or by messenger or courier, to the respective addresses below. Wifire Media Pty Ltd may alternatively give notice to the email address specified by Company below. Notwithstanding anything in the foregoing, all instructions, approvals and consents sent via email or elected by Company on Wifire Media Pty Ltd's b2b website shall be deemed to be approval in writing hereunder.
To Wifire Media Pty Ltd:
Wifire Media Pty Ltd.
47 Cardigan Place
Albert Park VIC 3206
P.O Box 107, Emerald 3782
Attn: Contract Administration
With a copy to: firstname.lastname@example.org
(c) If, by reason of fire, flood, water damage, power failure, catastrophe, terrorism, strike, war, failure of computer systems or other force majeure event, Wifire Media Pty Ltd is materially hampered in the fulfillment of it's obligations hereunder, then without limiting Wifire Media Pty Ltd's rights, Wifire Media Pty Ltd shall not be deemed in breach as a result of such event and shall have the option by giving Company notice to suspend the Term for the duration of any such contingency (but not Wifire Media Pty Ltd's payment obligations to the extent not affected by such contingency).
(d) Neither party shall be deemed in breach of this agreement unless the other party has given the breaching party notice, and the breaching party has failed to cure such breach within thirty (30) days after receipt of such notice. In no event shall any breach entitle either party to terminate this agreement or rescind the rights granted hereunder, but rather the aggrieved party shall only be entitled to compensatory damages reasonably related to the breach concerned and no penalty, statutory or punitive damages shall be awarded to either party. Without limitation, any failure to delete any Recordings from Licensee sites after the end of the Term shall not subject Wifire Media Pty Ltd to any liability, but rather the parties shall cooperate in ensuring prompt take-down after notice of such failure.
(e) This agreement supersedes any prior discussions or agreements regarding the subject matter hereof. This agreement does not create a partnership or joint venture. This agreement shall not be binding, nor shall any change to this agreement be binding, unless signed by both parties.
(f) Wifire Media Pty Ltd may assign its rights under this agreement in whole to a party who agrees to be obligated hereunder. Company shall not have the right to assign this agreement or any of its rights or obligations hereunder, in whole or in part, without Wifire Media Pty Ltd's prior written consent, provided that it may assign the agreement to a wholly owned affiliate or to a party purchasing all or substantially all of its assets. Any purported assignment in violation of this section shall be null and void ab initio.
I have Read, Agreed and Understood the Terms And Conditions
orI do not wish to proceed
The cover art will be your image for this release. Make it good!
You will need to upload a high quality jpeg image
3000 x 3000 pixels required size.
The image must be a perfect square.
Image must be in best-quality RGB mode (even Black and white images)
DO NOT include:
Email addresses, URL's or any other contact information or any pricing information
No stickers or other items from your artwork (if you are scanning from a physical CD) please take them OFF.
Adding an digital booklet for your release is not compulsory, but cool for fans. It will not be available on all stores, but itunes and a few other retailers support them.
What you need:
a pdf file of your booklet.
It can be any physical size (width x height)
File size no bigger than 5Mb