|
Exhibit
10.24
Digital Distribution
Agreement
This Agreement made this 1 day of
October, 2005 describes the legal relationship between Fullfill aka
Artful Records (Hereinafter referred to as “Label”) and
Rio Bravo Entertainment, LLC. d/b/a Psychobaby (collectively with
our licensees and assignees referred to in this Agreement as
“Psychobaby.”)
The following terms shall have the
following meanings for purposes of this Agreement:
| a. |
“Digital Master” or “Digital Masters”
means copies of Label’s sound recordings and underlying
musical compositions that Label owns, controls, or has the
appropriate rights to distribute in a digital form, which
Psychobaby may sell or authorize Digital Store(s) to sell via
Electronic Transmission, 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 Label to Psychobaby must be owned or controlled by Label and/or
have been cleared by Label. Any sound recording provided by Label
to Psychobaby shall be deemed subject to this agreement.
| b. |
“Digital Store” means any third party, including
but not limited to iTunes, Sony Connect, Napster, Real Networks,
Hear Music, E-Music, MusicMatch, that Psychobaby in its sole
discretion may authorize to carry out the marketing, distribution
and sale or other use of the Digital Masters pursuant to the terms
of this Agreement. |
| c. |
“The Effective Date of this Agreement” shall mean
either the date of this agreement or the day that the first Digital
Masters are received by Psychobaby from The Label, which ever is
the later. |
| d. |
“Term” means the period beginning on the Effective
Date of this Agreement and ending one year after the Effective
Date. |
| e. |
“Territory” means the Universe. |
| f. |
“Artwork” means album cover artwork and any other
artwork relating to Label Digital Master(s) that Label provides to
Psychobaby. Any artwork that is provided by or on behalf of Label
to Psychobaby before or during the Term will be deemed to have been
cleared by Label unless Label promptly notifies Psychobaby in
writing to the contrary. |
| g. |
“Metadata” means the following categories of
information in respect to each Digital Master: track title; album
title; artist name; genre; copyright information; label name; ISRC
and UPC identifiers; “Explicit Lyrics,” identification;
biographical information; sales information- including pricing,
date of first release; territories available for release;
Songwriter and Publisher information. |
| h. |
“Electronic 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, telephone 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. |
| a. |
Subject to the terms of this Agreement, Label hereby appoints
Psychobaby as Label’s exclusive authorized representative for
the sale and electronic transmission of its Digital Masters.
Accordingly, Label hereby grants an exclusive right to Psychobaby,
during the Term, to: (i) Reproduce and convert Label’s
content delivered by Label into Digital Masters; (ii) Perform
and make thirty (30) second clips of the Label’s content
available by streaming (“Clips”) to promote the sale
and distribution of applicable Digital Masters; (iii) Promote,
sell, distribute, and electronically transmit and deliver Digital
Masters, as individual tracks or entire albums, and associated
Metadata to purchasers who may use such Digital Masters in
accordance with usage rules similar to those set forth by the music
services; |
(iv) Display and
electronically transmit and deliver Artwork for use solely in
conjunction with the applicable purchased Digital Master(s);
(v) Use Labels’ Content, Artwork and Metadata as may be
reasonably necessary or desirable for Psychobaby to exercise
Psychobaby rights under the terms of this Agreement; and
(vi) authorize or appoint any Online Store(s) to perform the
activities in (i)-(v) above.
| b. |
Psychobaby may use and authorize its Online Store(s) to use the
names and likenesses of, and biographical material concerning and
of the Labels artists, bands, producers and/or songwriters, as well
as track and/or album name, and Artwork, in any marketing materials
for the sale, promotion and advertising of the applicable Digital
Master which is offered for sale or other use under the terms of
this Agreement (e.g., an artist or band name and likeness may be
used in an informational fashion, such as textual displays or other
informational passages, to identify and represent authorship,
production credits, and performances of the applicable artist or
band in connection with the authorized exploitation of applicable
Digital Masters). Psycho |
|
