Terms and Conditions

To distribute your content with us, you MUST unequivocally accept these conditions. Before accepting the following terms and conditions, please read them carefully.

I, AS A CONTENT OWNER OR THEIR AUTHORIZED REPRESENTATIVE, UNEQUIVOCALLY AGREE WITH THE FOLLOWING TERMS:

  1. INTERPRETATION
    Unless the context otherwise requires, the following words and phrases shall have the meanings assigned here under:
    1. “Artwork” means album cover artwork and any other artwork relating to the Digital Master(s) provided by the OWNER to FREEMEDIGITAL. Any artwork that is provided by or on behalf of the OWNER before or during the Term will be deemed to have been cleared by the OWNER unless FREEMEDIGITAL is promptly notified in writing to the contrary.
    2. “Content” means all Artwork, Compositions, Clips, Digital Masters, Lyrics, Metadata, Recordings, Promotional Videos and all other materials delivered by the OWNER to FREEMEDIGITAL in accordance with this Agreement.
    3. “Digital Master(s)” means copies of the OWNER’s sound recordings and underlying musical composition that the OWNER owns, controls, or has the requisite rights to distribute in a digital form which FREEMEDIGITAL may sell or authorize Digital Store(s) to sell via digitaltransmission, including but not limited to, permanent digital download, streams, “conditional download,” burns, ring tones, real tones, or other digital form as individual tracks or as a whole album, and artwork pursuant to the terms and conditions of this Agreement. Any sound recordings and the underlying musical compositions that are provided by or on behalf of the OWNER must be owned or controlled or cleared by the OWNER. Any sound recording provided by the OWNER shall be deemed subject to this Agreement.
    4. “Digital Store” means iTunes/Apple Music
    5. “Formats” means all digital media formats including but not limited to, the following: MP4, MP3, MP2, D-ROM, Windows Media WMA, RealAudio, CRBT, OGG Vorbis, Sample, AIFF, WAV, Flash, MIDI, Cubase Sequencer file and Sample Cell.
    6. “Digital Transmission” - means any transmission, whether sound alone, sound coupled with an image, or sound coupled with data, in any form, analog or digital, now known or later developed (including, but not limited to, “cybercasts,” “webcasts,” “streaming audio,” “streaming audio/video,” “digital downloads,” direct broadcast satellite, point-to-multipoint satellite, multipoint distribution service, point-to-point distribution service, cable system, broadcast station, and any other forms of transmission now known or hereafter devised) whether or not such transmission is made on-demand or near on-demand, whether or not a direct or indirect charge is made to receive the transmission and whether or not such transmission results in a specifically identifiable reproduction by or for any transmission recipient.
    7. “Metadata” means the following categories of information in respect to each Digital Master: track title; album title; artist name; genre; copyright information; label name; and Unique Product Identifier; “Explicit Lyrics,” identification; biographical information; sales information- including pricing, date of first release; territories available for release; Songwriter and Publisher information.
    8. "Net Revenue” means gross revenue actually received by FREEMEDIGITAL from all sales of the Owner’s Content, adjusted for returns, allowances, refunds, bad debt, overhead, taxes of any kind and union guild or other third party fees that may be required by contract or the Copyright Act.
    9. “Service” means any and all digital download, and all other music related services controlled by FREEMEDIGITAL, including but not limited to www.Freemedigital.com , and other services provided by FREEMEDIGITAL.
    10. “Territory”: means Worldwide.
    11. “Term” means the period beginning on the Effective Date of this Agreement and ending 12 months after the Effective Date.

  2. RIGHTS GRANTED
    Subject to the terms the OWNER hereby appoints FREEMEDIGITAL as the Non-exclusive authorized representative for the sale, reproduction and digital transmission of its Digital Masters on Digital store(s), and further grants the following rights:
    1. the Non-exclusive rights and license to digitally distribute, reproduce, market, advertise, promote and sell its Content on Digital store(s) in the Territory;
    2. to encode and reproduce the content for use into Digital Masters, Video Masters and digital downloads in form of ring back tones;
    3. To make available digitally, clips of content by streaming to promote the sale and distribution of the Digital Masters;
    4. To use the OWNER’ Content, Artwork and Metadata as necessary to exercise FREEMEDIGITAL’s rights under the terms of this Agreement;
    5. To promote, sell, distribute, digitally transmit and deliver Digital Masters, whether as digital or physical copies, as individual tracks or part of a compilation, entire albums, videos, lyrics and associated Metadata to purchasers who may use such Digital Masters in accordance with agreed terms; PROVIDED that where physical copies of CONTENT are distributed, it shall be for PROMOTIONAL purposes only.
    6. To use the Content to promote the OWNER and FREEMEDIGITAL, and to use the name and likeness, biographical material, logos, trademarks, photographs, symbols, emblems, designs and other visual representations of the OWNER and any other individuals performing or other represented in the Content.
    7. To create derivative works including (but not limited to) lyric videos, MOVs for promotional and distribution purposes.
    8. To display and digitally transmit and deliver Artwork for use solely in conjunction with the applicable purchased Digital Master.
    9. to copy, play and store the Content to computer servers in accordance with the terms of this Agreement;
    10. To sublicense the above granted rights to third party platforms for distribution, marketing, advertising and promotion purposes.
    11. To do all acts necessary and incidental for/to the furtherance of the purpose(s_) of this agreement.

  3. COMMENCEMENT AND DURATION
    This Agreement shall commence on the effective date and shall operate for a period of TWELVE (12) months. After the expiration of the initial term, this agreement shall be auto-renewed on the anniversary of the effective date for a further period of 12 months except otherwise earlier terminated in accordance with the provisions of this Agreement. This Agreement shall be so renewed on terms and conditions to be agreed upon by the Parties. The cost of a yearly subscription for the plan of choice shall be deducted by FREEME from first revenue generated and payable to the OWNER in a financial year except this is waived by FREEME.

  4. PARTIES’ RIGHTS AND OBLIGATIONS
    1. OWNER’S Rights and Obligations
      The owner agrees:
      1. To provide and deliver the Content in digital format to FREEMEDIGITAL. You shall provide e-Masters, Metadata (including artwork) and (to the extent available) photographs and promotional materials for use in promoting the e-Masters and any other materials by sending such contents to Freeme Digital. The Content may be sent to FREEME via the internet or be physically delivered to FREEMEDIGITAL’s address stated in this Agreement;
      2. To be responsible for and timely pay any royalties and other income due to artists, authors, co-authors, copyright OWNER, co-copyright OWNER, producers, publishers and/or other record royalty participants from sales or other uses of Digital Masters
      3. to fully indemnify and hold FREEMEDIGITAL harmless against all actions, claims, proceedings, damages and/or liabilities, costs and expenses (including reasonable legal costs and expenses) suffered or incurred by FREEMEDIGITAL arising as a result of any breach or non-performance or non-observance by the OWNER of its warranties, agreements or obligations;
      4. That they will not do or permit to be done, nor will it hereafter do or permit to be done, any act of thing which is or may be inconsistent with FREEMEDIGITAL’s Non - exclusive distribution rights of the Digital Content acquired herein;
      5. That FREEMEDIGITAL will be provided with materials as soon as possible to coincide with album release dates.
      6. That no adverse Intellectual Property right will be created with respect to the Content provided, for as long as FREEMEDIGITAL retains the Non-exclusive rights specified in this Agreement.
      7. That FREEMEDIGITAL is authorized to take any step to prevent or discontinue any manner of infringement of its rights and also stop any unauthorized person(s) or entity from infringing on its digital transmission rights under this Agreement.
      8. That this agreement shall cover any and all content whether stated on the face of this agreement or/and subsequent releases delivered to FreeMe for distribution within the duration of this agreement and subsequent renewals, if any.

    2. FreemeDigital’s Rights and Obligations
      FREEMEDIGITAL agrees:
      1. It will promptly notify the OWNER of any infringement or breach of the copyrights or other rights in the Content (including but not limited to plagiarism) as shall come to the attention of the FREEMEDIGITAL.
      2. It shall comply with all laws and regulations concerning the distribution, broadcast, transmission, exhibition and or supply of the Content in the Territory.
      3. Notwithstanding the License Period, in cases where Material is to be supplied on loan such material will only be supplied to meet dates which have been agreed by the OWNER and FREEMEDIGITAL.
      4. On a quarterly basis, It shall make available a report showing the usage of the supplied content, total revenue generated over the relevant period as supplied by the online digital platform. FREEMEDIGITAL shall not be bound to make available reports on revenue generated within any relevant period where there is a delay in receiving reports from the online platforms, or due to any other inhibiting circumstances beyond their control PROVIDED THAT FREEMEDIGITAL shall do their best to remit reports and payment within a reasonable period after the existing inhibiting circumstance has ceased or has been removed.
      5. It shall not impair or prejudice the copyright in the Content and all constituent parts thereof.
      6. It will not cut or edit the Content other than to correct errors, and where alterations are necessary, obtain OWNER’s consent from the OWNER. FREEMEDIGITAL will not alter or delete any credit, logo, copyright notice or trademark included in the Content or on any materials supplied hereunder and any such edits or cuts shall not infringe the rights of any third party.
      7. That it shall remove content from the service at the end of the Agreement Period or pursuant to the termination according to the Agreement.
      8. That it has not and shall not at any time create or allow to be created any liens or encumbrances in respect of the Rights or enter into any Agreements which might conflict or interfere with any of the provisions of this Agreement.
      9. It may at any time remove any Content from the service if it determines that such removal is necessary or advisable to avoid liability to third parties or damage to FREEMEDIGITAL’s business, networks, or customers.

  5. PAYMENTS
    FREEMEDIGITAL hereby that there shall be a revenue sharing formula of 70% and 30% between the OWNER and FREEMEDIGITAL respectively, of the Net Revenue subject to the requisite deductions generated from the digital control and management of the Owner’s content. FREEME will pay seventy percent (70%) of net revenue received by them from the distribution and/or making available of the download and/or streamed or stored reproductions of the eMasters to the OWNER and will be due the balance of monies – thirty percent (30%) for services rendered. FREEME will not be required to make payment to OWNER for any accounting period where the gross net revenue is less than Five Thousand Naira (N5, 000) but such unpaid balance will be carried forward. The OWNER will be entitled to check company logs to verify sums due to them no later than within two years from the date the statement was rendered.

  6. COPYRIGHT AND OWNERHIP
    As between the Parties, all right, title and interest in the content provided by the OWNER, Digital Masters, Clips, Lyrics all copyrights and equivalent rights embodied therein, and all materials furnished by the OWNER, subject to the rights granted hereunder shall remain the property of the OWNER. All rights, title and interest in and related to the service provided by FREEMEDIGITAL and all Intellectual Property rights embodied in the service are and shall remain the property of the FREEMEDIGITAL.

  7. TAKE-DOWN AND ALTERATION CHARGE
    It is agreed that any time the owner requests a take-down/alteration of their content at any time during the validity period of this agreement due to submission (and upload) of wrong or unfinished content, art work, names, track lists or any such errors, they shall be charged a fee of five thousand naira (N5,000) to effect any required change(s) to such defective content.

  8. WARRANTIES
    1. OWNER Warranty
      The OWNER represents and warrants to FREEMEDIGITAL that at the date of this Agreement that:
      1. (a) They are entitled to enter into this Agreement and make the grant of rights to FREEMEDIGITAL, and they have the consent and authorization of the Party(ies) on whose behalf they purport to sign to do same.
      2. (b) That they are currently not bound by any exclusive agreement with anyone and do not require the permission of any person to enter into this Agreement.
      3. (c) That the Content is not, to the best of the OWNER knowledge and belief, defamatory under Nigerian law of any individual or company and that the Content does not infringe the proprietary or other rights of any Government, Individual, Firm, Company, Corporation or other legal entity.
      4. (d) All rights in the Content and performances embodied in the Masters belong to the OWNER and have been cleared for transmission in the Territory.
      5. (e) All necessary permissions, licenses, releases and consents have been acquired for FREEMEDIGITAL’s exploitation of the Content in relation to (i) the use of any material, concepts and ideas upon which the Content is based; (ii) the use of the proceeds of the services of all performers and other individuals who have rendered services for the production of the Content; and (iii) the use of the names, likenesses, approved photographs and biographies for the purposes of advertising and exploiting the Content.
      6. (f) That no adverse Intellectual Property claim exists with respect to the Content provided in this agreement.

    2. FREEMEDIGITAL Warranty
      FREEMEDIGITAL represents and warrants to the OWNER that at the date of this Agreement that:
      1. It is a duly incorporated company pursuant to the laws of the relevant country and has the power and authority to enter into and shall fully perform all of its obligations set out in this Agreement.
      2. It shall not at any time disclose to any third party (except to the extent necessary to comply with any law, regulation or order of a court of competent jurisdiction) any information that relates to the financial and/or commercial terms of the Agreement or the business or financial plans of the OWNER acquired during the course of this Agreement.
      3. There are no existing or, to the best of FREEMEDIGITAL's knowledge and belief, threatened claims or litigation which would adversely affect or impair FREEMEDIGITAL's ability to perform under this Agreement.

  9. TERMINATION
    1. This Agreement may be terminated at any time by either party providing at least sixty Days (60) days written notice to the other party in the event that:
      1. They no longer desire to be bound by the within stated terms and do not wish to continue to do its business thereof
      2. The other party is in material breach of any of its obligations under this Agreement and fails to remedy that breach (if capable of remedy) within Thirty (30) days after receiving written notice of the breach; or
      3. The other Party goes into liquidation, receivership or administration or becomes bankrupt, makes any arrangement for the benefit of such other Party’s creditors or has a receiver appointed for any such other Party’s assets.
    2. The expiration or earlier termination of this Agreement shall not relieve either parties of their respective obligations to make any outstanding payments with respect to the sale or other use of Digital Masters in the periods prior to such expiration or termination in accordance with this Agreement;
    3. The earlier termination of this agreement shall not necessitate a refund of monies paid for any subscription package purchased by OWNER which shall be deemed non-refundable activation fee upon execution of this agreement.
    4. Upon the expiration or earlier termination of this Agreement, FREEMEDIGITAL will within sixty (60) days after service of a notice of termination cease selling or providing the OWNER’s Content in connection with the service.
    5. Termination of the Agreement shall not affect the continuing validity of all obligations to make outstanding payments, warranties representations and indemnities given by one party to the other.

  10. CONFIDENTIALITY
    Neither party shall during the life of this Agreement or thereafter disclose to any third party, or use for any purpose financial and/or commercial information gained in connection with this Agreement, nor the terms and payments due, but each party may disclose to its officers and employees such information as may be required for them to fulfil the proper performance of their duties, and may be used in the proper exercise of its rights and obligations under this Agreement.
    The obligations of confidence and restrictions on disclosure shall not apply in the following circumstances:
    1. where such information was already known prior to this Agreement;
    2. where such information was already in the public domain; or
    3. Where disclosure is required by any law in force or any Court of competent jurisdiction in Nigeria during the relevant period.

  11. SURVIVAL
    The parties agree that the provisions contained in clauses 4(i) (c), 7, 10 (d) and 11 or any other clause which is intended to survive any termination or expiration of this agreement shall survive same.

  12. FORCE MAJEURE
    No party will be liable to the other for any delay or non-performance of its obligations under this agreement arising from any cause or causes beyond its reasonable control including but not limited to any of the following: act of God, governmental act, war, fire, flood, explosion or civil commotion.

  13. VARIATION
    It is hereby acknowledged that the Agreement contains the sole terms and constitutes the entire Agreement existing between the parties and that it supersedes all prior Agreements, understandings or arrangements made between the parties with respect to the Content. It is further acknowledged that any amendment, modification, riders, annexures, discharge, waiver or variation of the Agreement shall only be binding if made in writing and signed by or on behalf of both the OWNER and FREEMEDIGITAL.

  14. GOVERNING LAW AND DISPUTE RESOLUTION
    Any controversy or claim of whatsoever nature arising out of or relating to the Agreement and/or the License shall be governed by and construed in all respects in accordance with Nigerian law. The Parties shall use their best endeavors to settle any dispute between them. In the event that the Parties are unable to resolve the dispute amicably, such dispute shall be referred to arbitration in accordance with Arbitration & Conciliation Act, Cap 18, LFN 2004, by a single Arbitrator and the venue of the arbitration shall be Nigeria. The language of arbitration shall be English. The decision of the arbitrators shall be final and binding upon both the parties. The costs of arbitration including the fees and expenses of arbitration shall be borne equally by the parties hereto, provided, however, that each Party shall bear the cost of preparing and presenting its own claims and/or defenses.

  15. LEGAL ADVICE
    Before accepting these terms, you are advised to seek legal

  16. QUESTIONS
    Questions regarding our Conditions of Usage, or other policy related material can be directed to our support staff by clicking on the "Contact Us" link in the side menu. Or you can email us at: info@freemedigital.com

By clicking ‘I AGREE’, You unequivocally accept these terms and conditions.

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