Terms and Conditions

THIS MUSIC LICENSE AGREEMENT is concluded on ___/___/______ by and between: Electronic Music Distribution Ltd (hereinafter referred to as the Licensee), represented by Krechetova Polina E., whose registered office is located at office 56, 2d floor, build. 67, Koptevskaya str., Moscow, 125239, TIN/IEC: 7743854069/774301001, and ______________________(hereinafter referred to as the Licensor), whose registered office is located at _________________, Postal address: _____________________, TIN: _______________, OGRN: __________________ (each of which is a “Party”, hereinafter collectively referred to as “Parties”).

THE PARTIES HOLD THE VIEW that the Licensor intends to grant the Licensee the right to use, under the conditions established by this Agreement, certain musical works (including text and music), performances of musical works and their phonograms (hereinafter collectively referred to as "Musical Compositions").

NOW THEREFORE, with proper counter execution, the receipt and sufficiency of which are confirmed, the Parties agree as follows:

1. Term. The initial Term of this Agreement shall begin on __/___/______ and ends on __/__/_______. This Agreement shall be automatically extended for additional periods equal to one year each, until its termination by the Parties at the end of any period, by written notice given 30 days prior to the anticipated date of termination in the manner provided for in this Agreement. Each annual period, including the initial Term of the Agreement, shall be referred to as the “Contract Year”.

2. Territory. The territory of this Agreement and the territory in which the use of Musical compositions is permitted are all countries of the World.

3. Subject matter of the Agreement. Granting of Rights by the Licensor.
During the Term of the Agreement and in the Territory, the Licensor shall grant the Licensee an exclusive license to use Musical Compositions in the following ways:
To distribute, import, rent, reproduce, process, advertise Musical Compositions, including, but not limited to, all formats of digital or electronic media known or being developed, including the format of MP3, 128-320 Kbps files and streaming to mobile devices.

For which the following rights shall be granted to the Licensee:

-To distribute Musical Compositions by any means, including distribution in streaming mode (streaming) via software, applications, mobile networks, broadcasting of Musical Compositions or their excerpts of any duration, including streaming for a fee or free of charge basis for the purpose of inducing users to download the Musical Compositions;
-To rent copies of Musical Compositions;
-To record the performance of Musical Compositions, distribute such recordings of the performance and perform other actions with them, similar to the Musical Compositions;
-To use the Musical Composition in whole or in parts, as a sample, shorten and rework the Musical Compositions in order to realize the rights granted by the Licensor;
-To include Musical Compositions in audio-visual works (to synchronize the phonogram with them) and in other complex works;
-To import copies of Musical Compositions for distribution purposes;
-To reproduce Musical compositions on electronic media in any edition and distribute them by sale or other alienation directly or through any online stores and aggregators;

The Licensor shall grant to the Licensee the right to accompany the Musical Compositions with the name, image and biography, illustrations for the Musical Compositions, texts and annotations provided by the Licensor in relation to each author (performer) whose performance includes the Musical Composition in connection with the advertising, publication or sale of Musical Compositions in any form.

The Licensee shall be entitled to conclude further sub- licensing agreements granting the above-mentioned rights to use the Musical Compositions in the extent established by this Agreement.

The Licensor shall be not entitled to issue licenses granting the above-mentioned rights of use on Musical Compositions to other persons.

During the Term of the Agreement and in the Territory The Licensor shall grant to the Licensee the right to collect and receive remuneration in full personally or with the assistance of organizations for managing rights on a collective basis:


-for any use of Musical Compositions by any means, for public performance of Musical Compositions published for commercial purposes, for posting the Musical Composition on air and by cable, including by retransmission;
-for free reproduction and copying for private purposes and the use of commercially published Musical compositions;
-for the use of Musical Compositions in audio-visual works and other complex works.

For these purposes, the Licensee shall be entitled: 

-To register the musical works and phonograms constituting Musical Compositions at Collective Management Organizations (hereinafter referred to as CMOs), determined by the Licensee independently and at its sole discretion;
-To collect and receive remuneration in full (that is, so- called “publishing” and “author's” share of the remuneration, if such remuneration is provided for by the distribution rules of the relevant CMO personally or with the assistance of Collective Management Organizations.

The Licensor shall be not entitled to grant the above- mentioned powers to other persons.

During the Term of the Agreement and in the Territory, the Licensor shall grant the Licensee a non-exclusive license for Musical compositions to use them in the following ways:

To publicly perform, demonstrate, play, reproduce, broadcast on air and by cable, as well as using any other technical means, relay, and communicate to the public by any means, including, but not limited to, licensing Music Compositions to users who may publicly perform/play Music Compositions for users (visitors) in their place of business, including radio stations, restaurants and other businesses.

For which the following rights shall be granted to the Licensee:

-To make Musical Compositions available to the public by any means from any place within the Territory at any time at the listeners' choice;
-To transmit Musical Compositions on the air or via cable (cable TV, radio) and other similar means, as well as to relay musical compositions;
-To perform, demonstrate Musical compositions in public using any technical means;
-To use the Musical Composition in whole or in parts, as a sample, shorten and rework the Musical Compositions in order to realize the rights granted by the Licensor;
-To reproduce Musical compositions on electronic media in order to realize the rights granted by the Licensor;
-To record the performance of Musical Compositions and publicly perform such recordings.

The Licensee shall be entitled to conclude further sub- licensing agreements granting the above-mentioned rights to use the Musical Compositions in the extent established by this Agreement.

4. Definition of the list of Musical compositions and the manner of their provision. The Licensor shall grant to the Licensee the rights defined by this Agreement in relation to certain audio recordings / files uploaded by the Licensor and specified in Appendix A to the Agreement.

The Licensor shall transfer to the Licensee Musical compositions in electronic form in their original quality (in the form of electronic files in formats agreed by the Parties), as well as all the necessary metadata, illustrations, names and other information by uploading electronic files to the automated system of the Licensee.

The Licensee shall be obliged to grant the Licensor access to the automated system and provide technical synchronization with music files, illustrations, texts, videos or other materials of the Licensor on the music showcases within 48 hours.

The Licensor shall be obliged to maintain the confidentiality of his or her credentials in the automated system of the Licensee and not to transfer these data to third parties. The Licensor shall guarantee that all actions performed using his or her credentials in the automated system of the Licensee are performed by the Licensor himself/herself or by persons authorized by him or her.

5. Licensor's Guarantee. The Licensor shall guarantee and assure that he or she possesses or otherwise has the right on a contractual basis to license and sell Musical Compositions/their digital copies and to transfer such rights to the Licensee under the conditions established by this Agreement.

At the request of the Licensee, the Licensor shall be obliged to provide the Licensee with copies of documents confirming that the Licensor has the extend of rights to Musical Compositions necessary for the execution of this Agreement.

In case of termination of the Licensor's rights to the Musical Composition, the Licensor shall promptly notify the Licensee in writing.

If, in order to execute this Agreement, personal data were transferred to the Licensee, the Licensor shall guarantee compliance with the requirements of the legislation of the Russian Federation on personal data in relation to such data and the availability of the necessary consent of the subjects of personal data.

6. Restrictions for the Licensee. The Licensee shall not process the Musical Compositions received from the Licensor in a manner that allow perversion, distortion or other modification of the work that defames the honor, dignity or business reputation of the authors of the Musical Compositions.

7. License fee. For the rights granted to the Licensee under this Agreement, and subject to the performance by the Licensor of the terms and conditions of the Agreement,

The Licensor shall be remunerated at the rate of __ percent of the quarterly gross receipts of funds to the Licensee in connection with the distribution or other use of Musical Compositions under this Agreement, except for public performance (hereinafter referred to as “Gross Receipts from Use”).

The Licensor shall be remunerated at the rate of __ percent of the quarterly gross receipts of funds to the Licensee received from the CMOs (hereinafter referred to as the “Gross receipts from the CMOs”).

The Licensor shall be remunerated at the rate of __ percent of the quarterly gross receipts of funds to the Licensee in connection with public performances, the granting of licenses for public performances of Musical Compositions under this Agreement (hereinafter - “Gross receipts from public performance”).

Licensee withholds any bank or commission payments (fees) until Gross Receipts from Use/Gross Receipts from Public Performance/Gross Receipts from CMOs are sent to the Licensor.
In the case the Licensor is an individual, the Licensee shall withhold the applicable personal income tax.

8. Payments and accounting. The Licensee shall make payments to the Licensor and settlement them in accordance with the following:

The Licensee shall pay the Licensor a quarterly fee in the amount indicated above within 60 business days from the end of each calendar quarter.

The Licensee shall provide the Licensor, in electronic form, with the statements of all Gross Receipts from Use/Gross Receipts from CMOs/Gross Receipts from Public Performance along with each payment made.

Acts shall be drawn up by the Parties on a quarterly basis, and scanned copies of Acts shall be sent by e-mail or via the automated system of the Licensee, and then shall be sent on paper.
If the Licensor has not sent the Licensee a signed Act on his part within 10 (ten) business days from the date of its receipt, or has not sent a reasoned refusal to sign it within the same period, the Licensee's obligations under this Agreement shall be deemed to have been fully and properly performed.

9. Licensor's Liability. The Licensor shall be solely responsible for the payment of any royalties and any other payments to the authors and / or copyright holders associated with the Musical Compositions.

In the case that government authorities, including tax and currency control authorities, etc., impose any financial sanctions on the Licensee due to the Licensor's late provision of documents and / or information under this Agreement, the Licensor shall be obliged to reimburse the Licensee for losses in full including the cost of paying for such sanctions.

10. Termination. The Licensee shall be entitled to terminate this Agreement forthwith on the date of the notice to the Licensor by e-mail, in the event of any breach by the Licensor of this Agreement.

11. Representations and Warranties.
The Licensor represents and warrants that (i) it has the necessary scope of rights to the Musical Compositions to grant the rights to use the Musical Compositions to the Licensee in the ways established by this Agreement; that (ii) it is entitled to enter into this Agreement and perform its obligations thereunder; that (iii) no Musical compositions, illustrations, metadata or any other materials provided by the Licensor to the Licensee, in whole or in part, violate the legal rights and interests of any individuals, organizations, including, but not limited to, rights from contracts, copyrights and rights to protection of privacy and personal data, trademarks and service marks.

The Licensee relies entirely on the above Representations and Warranties of the Licensor, which are essential for the Licensee when concluding this Agreement.

The Licensor shall be obliged to reimburse the Licensee for losses, to protect the Licensee from any property losses, costs and expenses that the Licensee may incur in respect of a breach or alleged breach by

the Licensor of its Representations and Warranties, terms, agreements or obligations undertaken under this Agreement.

The aggregate amount of the Licensee's liability under this Agreement may not exceed the amount of funds received by the Licensee from the use of a Musical composition performed in a breach of the terms of the Agreement.

12. Miscellaneous.
This Agreement shall not have the effect of forming a partnership or a mere partnership, nor shall either party be a partner, employee or representative of the other party. The Licensee shall be entitled to transfer rights under this Agreement to any third party. The Licensor shall confirm and agree that the rights under this Contract and arising therefrom may not be assigned to another person without the prior written permission of the Licensee.

This Agreement has been drawn up in English and Russian. In the case of any discrepancy, the Russian version of the Agreement shall apply.

This Agreement shall be signed in two copies of equal legal force, one for each of the Parties.

This Agreement may also be concluded by the Parties by exchanging facsimile or scanned copies of the original signed document by fax, e-mail. The document received by each of the Parties by fax, e-mail shall have legal force and shall be equivalent to the original document on paper, drawn up and executed in accordance with the current legislation of the Russian Federation, prior to receiving the original hard copy of such a document.

In cases where the execution of original documents on paper is mandatory in accordance with the requirements of the law, the Party that sent the facsimile or scanned copy of the document undertakes to send the original document on paper no later than 5 (five) business days from the date of sending it in a facsimile or scanned copy, if other terms are not provided for by this Agreement.

Notices under this Agreement shall be sent in writing by e- mail. All notices and letters to the Licensee must be sent to the address: info@imixes.ru. All notices and letters to the Licensor must be sent to the address: ______________.

Furthermore, the correspondence sent by the Parties to the email addresses specified in this Agreement shall be unconditionally recognized by the Parties as appropriate written evidence expressed in the corresponding electronic correspondence and, inter alia, can be used by the Parties as evidence in court. Furthermore, the Parties shall acknowledge that messages sent to the e-mail addresses specified in this

Agreement will be considered sent by an authorized person.
This Agreement is concluded in Moscow and is subject to the law of the Russian Federation. Any disputes arising from this Agreement, are ultimately subject to permission by state courts in the territory of the Russian Federation at the location of the Licensee.

IN WITNESS WHEREOF, this Agreement has been duly signed by and on behalf of the parties hereto as of the date written below.