Terms and Conditions

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Last Updated: 21 January 2025

Welcome to Facetoo Music, after accepting the terms and conditions you can work with us. These Terms and Conditions ("Terms") govern the relationship between Facetoo Music ("Label," "we," "us," "our") and the artist or client ("Artist," "you," "your") using our services for music distribution and label management. By accessing or using our services, you agree to these Terms. If you do not agree to these Terms, please do not use our services.

1. Agreement Overview

This Agreement sets forth the terms and conditions under which the Artist agrees to engage Facetoo Music for music distribution and label management services. The Artist agrees to be bound by these Terms and any additional terms and conditions specific to services provided.

2. Definitions

• "Artist" refers to the individual or entity entering into this Agreement with Facetoo Music.

• "Content" means any audio recordings, musical compositions, lyrics, artwork, metadata, or other materials provided by the Artist.

• "Services" refers to the music distribution, label management, marketing, and related services provided by Facetoo Music.

• "Territory" means the countries or regions in which the Services are provided, which may be worldwide unless otherwise specified.

3. Grant of Rights

The Artist grants Facetoo Music the exclusive right to distribute, market, and promote the Artist’s Content across all digital platforms, streaming services, and physical formats, as applicable. This includes the right to sublicense the Content to third-party partners for distribution purposes.

4. Term and Termination

This Agreement shall commence on the date of acceptance and remain in effect for an initial term agreed upon between the parties. The Agreement will automatically renew for successive periods unless either party provides written notice of termination at least 30 days prior to the end of the then-current term. Either party may terminate this Agreement with 30 days' written notice. Termination does not affect rights or obligations accrued prior to termination. Upon termination, Facetoo Music will cease distribution of the Content, and any outstanding payments due to the Artist will be settled.

5. Revenue Sharing

Revenue generated from the distribution of the Artist's Content will be split according to the terms agreed upon in the individual contract between the Artist and Facetoo Music. Facetoo Music will retain an administration fee, which is specified in the individual agreement, on all collected revenues before distributing the net income to the Artist.

6. Content Ownership

The Artist retains all rights, title, and interest in and to the Content. Facetoo Music does not claim ownership of the Content, except for the rights expressly granted under this Agreement. The Artist warrants that they have the full legal right to grant the rights set forth in this Agreement.

7. Delivery of Content

The Artist shall provide all necessary Content to Facetoo Music in a timely manner and in the format required by the Label. Content must meet all technical specifications and quality standards set forth by Facetoo Music. Failure to deliver the Content as required may result in delays or additional costs. The Artist is responsible for ensuring that all metadata, including song titles, credits, and artwork, is accurate and complete. Facetoo Music will not be liable for any errors or omissions in the metadata provided by the Artist.

8. Marketing and Promotion

Facetoo Music will use commercially reasonable efforts to market and promote the Artist's Content. This may include, but is not limited to, social media campaigns, playlist placements, and press outreach. The Artist agrees to participate in promotional activities, including interviews, appearances, and social media engagements, as reasonably requested by Facetoo Music. The Artist grants Facetoo Music the right to use the Artist's name, likeness, and biography for promotional purposes in connection with the distribution and marketing of the Content.

9. Warranties and Representations

The Artist represents and warrants that:

• They have the full legal right to enter into this Agreement and to grant the rights granted herein.

• The Content is original and does not infringe on any third-party rights, including copyrights, trademarks, or other intellectual property rights.

• The Content is free of any liens, encumbrances, or claims by third parties.

• The Artist has obtained all necessary licenses, permissions, and consents for any third-party content incorporated into the Content.

10. Indemnification

The Artist agrees to indemnify, defend, and hold harmless Facetoo Music, its affiliates, officers, directors, employees, and agents from any claims, damages, liabilities, costs, or expenses (including reasonable attorney's fees) arising out of or in connection with:

• The Artist’s breach of any warranties or representations.

• The Artist's violation of any law or third-party rights.

• Any claim that the Content infringes upon any third-party rights.

11. Distribution Responsibilities

Facetoo Music will be responsible for the distribution of the Content to digital platforms, including but not limited to streaming services, online stores, and other outlets. Facetoo Music will use commercially reasonable efforts to ensure that the Content is made available on all relevant platforms in a timely manner. The Artist acknowledges that Facetoo Music does not control the operations of third-party platforms and is not responsible for any delays, errors, or issues arising from the actions of these platforms.

12. Accounting and Payments

Facetoo Music will provide the Artist with quarterly accounting statements detailing the revenues generated from the Content and the amounts due to the Artist. Payments will be made to the Artist within 45 days following the end of each calendar quarter. The Artist is responsible for providing accurate and up-to-date payment information. Facetoo Music will not be liable for any delays or losses resulting from incorrect or outdated payment information provided by the Artist.

13. Royalties and Advances

Any advances paid to the Artist by Facetoo Music shall be recoupable from the Artist's share of the revenues generated from the Content. Royalties will be calculated based on the net revenue received by Facetoo Music after deductions for third-party fees, taxes, and other expenses.

14. Dispute Resolution

Any disputes arising out of or in connection with this Agreement shall be resolved through good-faith negotiations between the parties. If the dispute cannot be resolved amicably, it shall be submitted to binding arbitration in accordance with the rules of the arbitration body chosen by the parties. The arbitration shall take place in the jurisdiction agreed upon by both parties, and the decision of the arbitrator shall be final and binding.

15. Confidentiality

Both parties agree to keep confidential any and all information obtained in connection with this Agreement that is not publicly available. This obligation shall survive the termination of this Agreement for a period of time specified in the individual contract.

16. Data Protection

The Artist agrees to comply with all applicable data protection and privacy laws. Facetoo Music will handle personal data in accordance with its Privacy Policy.

17. Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, war, strikes, or other force majeure events.

18. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified in the individual contract, without regard to its conflict of law principles.

19. No Partnership or Joint Venture

Nothing in this Agreement shall be construed as creating a partnership, joint venture, or agency relationship between the parties.

20. Assignment

The Artist may not assign or transfer any of their rights or obligations under this Agreement without the prior written consent of Facetoo Music.

21. Entire Agreement

This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements, discussions, or understandings, whether written or oral.

22. Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

23. Amendments

Facetoo Music reserves the right to amend or modify these Terms at any time. Any changes will be effective upon posting the updated Terms on our website. Continued use of the Services following such changes constitutes your acceptance of the new Terms.

24. Notices

Any notices required under this Agreement shall be in writing and delivered to the addresses provided by the parties. Notices may be delivered by hand, mail, or email.

25. Waiver

The failure of either party to enforce any provision of this Agreement shall not be deemed a waiver of that provision or any other provision.

26. Independent Contractors

The relationship of the parties under this Agreement is that of independent contractors. Neither party is an employee, agent, partner, or joint venturer of the other.

27. Limitation of Liability

Facetoo Music’s liability under this Agreement shall be limited to the amount of fees paid by the Artist to Facetoo Music during the 12 months prior to the event giving rise to the claim. In no event shall Facetoo Music be liable for any indirect, incidental, consequential, or punitive damages.

28. Audit Rights

The Artist has the right to audit the accounts and records of Facetoo Music relating to the revenues generated from the Content, provided that such audit is conducted by a certified public accountant and at the Artist’s expense.

29. Compliance with Laws

Both parties agree to comply with all applicable laws, rules, and regulations in connection with their activities under this Agreement.

30. Insurance

The Artist shall maintain appropriate insurance coverage for any risks associated with the production and performance of the Content. Facetoo Music shall not be liable for any claims arising from the Artist's failure to maintain such insurance.

31. Conflict of Interest

The Artist agrees to disclose any potential conflicts of interest that may arise during the term of this Agreement. Facetoo Music reserves the right to address any such conflicts to ensure that they do not impact the distribution and management of the Content.

32. Marketing and Promotion Rights

Facetoo Music may create and distribute promotional materials related to the Artist's Content, including press releases, advertisements, and social media posts. The Artist grants Facetoo Music the right to use their name, image, and likeness in connection with such promotional efforts.

33. Feedback and Approval

The Artist agrees to provide timely feedback and approvals for marketing materials, promotional content, and other elements related to the Content. Failure to provide feedback within the specified timeframes may delay the release or promotional activities.

34. Releases

The Artist grants Facetoo Music a release from any claims related to the use of the Content, including claims for defamation, privacy invasion, or misappropriation of rights, as long as such use complies with the terms of this Agreement.

35. Digital Rights Management (DRM)

Facetoo Music may implement digital rights management (DRM) measures to protect the Content from unauthorized use or distribution. The Artist acknowledges that such measures may affect the availability and usage of the Content on certain platforms.

36. Publicity

Facetoo Music may publicize its relationship with the Artist and the release of the Content. This includes, but is not limited to, announcements, social media mentions, and inclusion in marketing materials.

37. Feedback and Modifications

The Artist may provide feedback on the Services provided by Facetoo Music. Facetoo Music will consider such feedback in good faith, but is not obligated to implement changes based on feedback.

38. Artist’s Responsibilities

The Artist agrees to fulfill their obligations under this Agreement, including providing accurate information and maintaining communication with Facetoo Music regarding any changes to their Content or professional circumstances.

39. Use of Artwork and Visual Content

The Artist grants Facetoo Music the right to use any provided artwork, album covers, and promotional visuals in connection with the distribution and promotion of the Content.

40. International Sales

The Artist agrees that Facetoo Music may distribute the Content in international markets, subject to the laws, rules, and regulations of each jurisdiction.

41. Music Synchronization

Facetoo Music may seek to license the Content for synchronization with visual media (e.g., film, television, advertisements). The Artist grants Facetoo Music the right to negotiate such licenses on behalf of the Artist.

42. Payment Methods

Payments to the Artist will be made via the method specified in the individual contract, which may include bank transfers, PayPal, or other methods.

43. Taxes

The Artist is responsible for paying any taxes arising from their earnings under this Agreement, including income tax, sales tax, and any other applicable taxes.

44. Third-Party Distribution Agreements

Facetoo Music may enter into third-party distribution agreements with platforms, aggregators, or distributors to facilitate the distribution of the Artist's Content. These agreements may affect the availability and terms of distribution on certain platforms.

45. Non-Exclusive Licensing

Unless otherwise agreed, this Agreement constitutes a non-exclusive license, and the Artist may enter into other agreements with other labels or distributors for the distribution of their Content.

46. No Guarantee of Success

Facetoo Music does not guarantee any specific level of revenue, sales, or success related to the Artist's Content.

47. Rights to Modify Terms

Facetoo Music reserves the right to modify or update these Terms at any time without prior notice. Continued use of the services will be subject to the revised Terms.

48. Content Removal

Facetoo Music may remove the Artist's Content from distribution platforms if it is found to violate the platforms' policies or applicable laws.

49. Performance Obligations

The Artist agrees to fulfill all contractual obligations, including but not limited to live performances, promotion of the Content, and other activities that may arise during the term of the contract.

50. Artist's Personal Data

The Artist agrees to provide accurate personal data necessary for the execution of the services under this Agreement, and Facetoo Music will handle this data in accordance with applicable privacy laws.

51. Legal Compliance

The Artist acknowledges that their Content must comply with all applicable laws, including those concerning obscenity, defamation, and intellectual property. Facetoo Music reserves the right to refuse any Content that violates these laws.

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