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:
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a.
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“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.
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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.
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b.
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“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.
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c.
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“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.
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d.
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“Term” means the period beginning on
the Effective Date of this Agreement and ending one year after the
Effective Date.
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e.
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“Territory” means the
Universe.
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f.
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“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.
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g.
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“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.
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h.
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“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.
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a.
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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;
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(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.
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b.
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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
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