Kingdom Clarity Artist Distribution Agreement
Kingdom Clarity Artist Distribution Agreement
Effective Date: Apr 19, 2023
THIS AGREEMENT AND TERMS OF SERVICE (“AGREEMENT”) IS A LEGAL BINDING AGREEMENT BETWEEN THE ARTIST AND KINGDOM CLARITY, A MAINE LIMITED LIABILITY COMPANY (“KINGDOM CLARITY,” “OUR,” OR “US”). BY CLICKING TO AGREE TO THIS AGREEMENT, THE ARTIST ACCEPTS THE TERMS AND CONDITIONS BELOW. THIS AGREEMENT WILL BECOME EFFECTIVE ON THE DATE THE ARTIST AGREES TO THIS AGREEMENT.
"Works": This refers to all of the musical compositions that the Artist has expressly distributed with Kingdom Clarity through their online form. The term "Works" may be used throughout this Agreement to refer to the Artist's compositions.
"Mechanical Royalties": This term refers to the compensation paid to Kingdom Clarity through digital stores for the sale or distribution of the Artist's musical compositions.
Grant of Distribution and Publishing Rights:
The Artist grants Kingdom Clarity the non-exclusive worldwide distribution rights for their musical recordings and compositions on various digital and physical platforms. If indicated in the online form or if the "Publisher(s)" field is left blank, Kingdom Clarity will act as the publisher for the Artist's Works and receive 50% of the publishing rights for those Works. The remaining 50% will be split evenly among all composers involved in the creation of the Work. Each writer involved in the creation of the Work will receive an equal share of the 100% writer's share, unless otherwise specified.
Payment of Royalties:
Kingdom Clarity has agreement with other distributors and receives certain payments from those distributors. Kingdom Clarity agrees to pay the Artist 87.5% of the distribution Mechanical Royalties received by Kingdom Clarity for the Works. The remaining 12.5% will be used by Kingdom Clarity to cover distribution, marketing, and administrative costs. The Artist will receive regular royalty statements and has the right to audit Kingdom Clarity's books and records to verify accuracy.
Agreement to Distribute Recordings:
Kingdom Clarity agrees to distribute the Artist's recordings directly or indirectly to the digital stores supported through the Kingdom Clarity Site. The rights granted by the Artist to Kingdom Clarity are non-exclusive. However, if the Artist distributes their recordings through another service to the same digital stores, the Artist accepts the risk of interruptions to payments streams caused by complications regarding how Mechanical Royalties are distributed.
Kingdom Clarity will make efforts to provide the Artist's recordings to digital stores as soon as possible, but processing time may vary and can take anywhere from a few hours to several weeks. Each digital store has discretion to determine pricing, format, media, and other terms for offering the recordings to customers. The pricing, for example, may vary, and some stores may offer recordings for free as a promotional offer. Kingdom Clarity is not responsible for the actions of the digital stores and by distributing to digital stores with Kingdom Clarity, the Artist agrees to have their recordings made available to its customers. Kingdom Clarity will get the Artist's recordings to digital stores as soon as practicable. Kingdom Clarity cannot be held responsible if a digital store declines to carry the Works, or requires conditions that Kingdom Clarity deems unacceptable. Kingdom Clarity’s efforts to place recordings in digital stores may be done through such intermediaries as it designates.
NO WARRANTIES; LIMITATION OF LIABILITY:
Kingdom Clarity provides the Site and Service "as is" and makes no guarantees, representations, or warranties, either express or implied, regarding the Site or Service, including but not limited to the amount of income that may be earned, or the quality, condition, or performance of the Site or Service. Kingdom Clarity does not guarantee continuous, uninterrupted, error-free, or secure access to or use of the Site or Service. All warranties are expressly disclaimed. Additionally, Kingdom Clarity makes no guarantees that all music and streaming services will cross-reference their libraries with the database of any identification service.
Kingdom Clarity, its affiliates, employees, owners, representatives, or agents will not be liable for any indirect, incidental, special, or consequential damages, including but not limited to loss of profits, goodwill, or business interruption, arising out of or related to your use of the Site or Service or any breach of this Agreement by you.
The Artist agrees to indemnify and hold Kingdom Clarity and its affiliates, employees, owners, representatives, and agents harmless from any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney's fees) that arise from or are related to your use of the Site or Service, or any breach of this Agreement by you.
Governing Law and Jurisdiction: This Agreement, as well as your use of the Site and Service, will be governed and interpreted in accordance with the laws of the State of Maine, excluding its conflict of law rules. Any legal actions arising from this Agreement or your use of the Site or Service must be brought to the courts located in Cumberland County, Maine.
Assignment: You may not assign this Agreement or transfer any rights to use the Site or Service to a third party without our prior written consent. Kingdom Clarity may assign this Agreement or transfer any rights to use the Site or Service to a third party without your prior written consent.
Amendments: Kingdom Clarity may modify this Agreement at any time by posting a revised version on the Site. The "Last Updated" legend at the top of this page indicates the last time the Agreement was revised. Your continued use of the Site or Service after any amendments to the Agreement signifies your agreement to be bound by the amended terms and conditions. If you do not agree to the amended terms, you must immediately stop using the Site and Service.
Termination: Kingdom Clarity may terminate this Agreement at any time and for any reason, with or without cause, by providing notice of termination. Upon termination, all rights granted to you under this Agreement will immediately cease, and you must immediately stop using the Site and Service. Despite termination, you will still be responsible for any fees incurred before termination, and any provisions of this Agreement that would continue to apply will survive termination.
Severability: If any provision of this Agreement is found to be illegal or unenforceable, that provision will be enforced to the maximum extent possible, and the other provisions of this Agreement will remain in full effect.
Notice: Any notice to Kingdom Clarity under this Agreement must be in writing and sent to the address indicated on the Kingdom Clarity contact page on the Site.
Force Majeure: Kingdom Clarity will not be held liable for any delay or failure to perform its obligations under this Agreement if such delay or failure is due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, natural disasters, or any other cause beyond its reasonable control.
Waiver: No failure or delay by Kingdom Clarity in exercising any right, power, or privilege under this Agreement will operate as a waiver, and no single or partial exercise of any right, power, or privilege will preclude any other or further exercise, or the exercise of any other right, power, or privilege. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies that Kingdom Clarity would otherwise have.
Language: The original language of this Agreement is English, and all communications and documentation related to this Agreement will be in English.
This Agreement has been executed and delivered by Kingdom Clarity and constitutes the entire understanding between the parties with respect to the subject matter of this Agreement. It supersedes all prior negotiations, understandings, and agreements between the parties, whether written or oral, and may only be amended or modified in writing signed by both parties.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date indicated.