Current agreement
Digital Distribution & Licensing Representation Agreement
Active version 1.0. This is the agreement presented during KADOTS signup.
30% Kadots70% LicensorMonthly Accounting₹20,000 Threshold
DIGITAL DISTRIBUTION & LICENSING REPRESENTATION AGREEMENT
MASTER AGREEMENT — ARTIST / LABEL
This Digital Distribution & Licensing Representation Agreement (the “Agreement”) is entered into between RESEMBLE MEDIA STUDIO LLP, LLPIN ACW-2332, operating under the brand name “Kadots” (“Kadots”, “we”, “us” or “our”), and the undersigned individual artist, artist entity, label, content owner, licensor or aggregator (the “Licensor”, “you” or “your”).
The Parties are each a “Party” and together are the “Parties”. The person or entity signing as Licensor shall be identified in the applicable Signature Page and Release Schedule.
WHEREAS, Kadots provides digital distribution, marketing, licensing, administration and promotional services for music and related content; and
WHEREAS, the Licensor owns, controls or has the necessary rights to license the Content and desires that Kadots provide distribution and related services for the Content; and
WHEREAS, Kadots desires to provide such services on the terms and conditions of this Agreement.
NOW, THEREFORE, for good and valuable consideration, the Parties agree as follows:
ARTICLE 1 – DEFINITIONS
1.1 All capitalized terms not defined in the body of this Agreement are defined in Exhibit A.
1.2 “Artist” means the individual or group artist(s) identified in the applicable Release Schedule.
1.3 “Licensor” means the individual artist, label, company, content owner, licensor or aggregator entering into this Agreement with Kadots.
1.4 “Content” means the sound recordings, music videos and related materials supplied by or on behalf of the Licensor, including approved artwork, images, lyrics, metadata and other materials identified in a Release Schedule.
1.5 “Recording(s)” means each sound recording and/or audiovisual recording delivered to and accepted by Kadots under this Agreement, including edits, clean versions, instrumentals, remixes and promotional clips where applicable.
1.6 “Digital Service Providers” or “DSPs” means digital music services, streaming services, download stores, social-media platforms, UGC platforms, retailers, collection services and other digital platforms to which Kadots may distribute or license Content.
1.7 “Services” means the services described in Article 2 and any additional services agreed in writing.
1.8 “Territory” means the world/universe unless a narrower territory is expressly stated in a Release Schedule.
1.9 “Term” means the Initial Term and any Continuation Term under Article 7, subject to the release-specific terms stated in the applicable Release Schedule.
1.10 “Release Schedule” means the commercial and release-specific schedule signed or otherwise approved in writing by the Parties for an Artist, Label or particular release.
1.11 “Net Revenues” means amounts actually received by Kadots from DSPs or other third parties for exploitation of the applicable Content, after mandatory taxes, refunds, chargebacks and bona fide third-party deductions expressly permitted under this Agreement.
1.12 “Master Proceeds” means the amount payable to the Licensor from Net Revenues after deduction of the Distributor Fee and any Approved Costs properly attributable to the relevant Content.
1.13 “Distributor Fee” means the percentage retained by Kadots as stated in Article 5 or the applicable Release Schedule.
1.14 “Approved Costs” means third-party or additional service costs that are expressly stated in the applicable Release Schedule or separately approved by the Licensor in writing, including by email. No cost shall be treated as approved merely because the Licensor does not respond.
1.15 “Synchronization License” means a licence permitting the master recording to be synchronized with visual or other media, including film, television, advertising, games and digital video.
1.16 “Takedown Notice” means a written instruction from the Licensor requesting removal of specified Content from DSPs or other platforms.
1.17 “Individual Release Takedown & Migration” means the Licensor’s right to request removal of an individual Recording at any time during its applicable Term and, after takedown, to distribute that Recording through another distributor without a termination fee, migration fee or penalty.
ARTICLE 2 – SERVICES
2.1 Kadots may provide: (a) encoding and distribution to digital music stores, streaming and subscription services; (b) digital retail marketing and promotional support; (c) non-exclusive synchronization representation; (d) accounting of sales, royalties and payments; (e) metadata and release administration; and (f) such additional services as the Parties agree in writing.
2.2 Kadots may use Digital Service Providers, aggregators, sub-distributors, collection societies, rights-management providers and other service providers to perform the Services.
2.3 Kadots does not guarantee that any DSP will accept, retain, promote, playlist or monetise Content, and no minimum stream, revenue or marketing result is guaranteed.
2.4 Additional paid services, including media buying, creative services, influencer campaigns, advertising, PR or other marketing expenditure, require prior written approval by the Licensor, including email approval.
2.5 Kadots shall use commercially reasonable efforts to administer the Services, subject to DSP policies, technical requirements, legal restrictions and third-party processing times.
ARTICLE 3 – GRANT OF RIGHTS
3.1 The Licensor grants Kadots, during the applicable Term and throughout the Territory, the exclusive right and licence to act as digital distributor and licensing representative for the Content specifically delivered to and accepted by Kadots, solely for carrying out the Services.
3.2 The licence includes the right to reproduce, encode, store, transmit, distribute, communicate to the public, make available, sell, stream, display and otherwise exploit the Content through DSPs and other authorised digital channels, in existing and future digital formats, to the extent permitted by applicable law.
3.3 Kadots may create or authorise reasonable derivative technical versions of the Content, including digital masters, Clips, previews, thumbnails, fingerprints and platform-required formats, solely for distribution, identification, monetisation and promotion.
3.4 The Licensor authorises Kadots and its DSPs to use approved names, artist names, logos, likenesses, biographies, track titles, album titles and artwork solely for identification, advertising, promotion, distribution and exploitation of the Content under this Agreement.
3.5 Kadots may administer and monetise UGC and Content Identification/Content ID services for the Content where such services are available and included in the Release Schedule.
3.6 Kadots may grant or administer licences to DSPs and other authorised third parties as necessary to perform the Services. Such sublicences shall be limited to the scope of rights granted under this Agreement.
3.7 Unless expressly stated in a Release Schedule, this Agreement does not transfer ownership of the Content, masters, artwork or underlying copyrights to Kadots.
3.8 The Licensor remains free to exploit rights not expressly granted to Kadots, subject to any exclusivity expressly stated in the applicable Release Schedule.
3.9 Individual Release Takedown & Migration: the Licensor may request takedown of any individual Recording at any time during its applicable Term. Kadots shall submit the takedown to the relevant DSPs/upstream partners within five (5) business days of receiving a valid written request, subject to their operational processing times. After takedown, the Licensor may distribute the affected Recording through another distributor without penalty, fee or termination charge solely for exercising this right.
3.10 Takedown of one Recording shall not by itself terminate this Agreement or affect unrelated Recordings.
ARTICLE 4 – DELIVERY OF CONTENT
4.1 The Licensor shall provide Content and all required metadata, artwork, credits, rights information and other materials at its own cost in the format reasonably required by Kadots.
4.2 The Licensor shall specify reasonable authorship credits, copyright notices, artist/label names and captions. Kadots shall use commercially reasonable efforts to transmit such information to DSPs.
4.3 Content distributed under this Agreement may identify Kadots as distributor or licensee in the P and C lines or other metadata where required by DSPs or agreed in the Release Schedule.
4.4 Kadots may reject, delay or suspend a release where materials are incomplete, inaccurate, technically defective, legally disputed or reasonably likely to violate a DSP policy or third-party rights.
4.5 The Licensor shall promptly correct inaccurate metadata or replace defective Content when requested by Kadots.
ARTICLE 5 – FEES & ACCOUNTING
5.1 Unless otherwise specified in the applicable Release Schedule, Kadots shall retain thirty percent (30%) of Net Revenues as the Distributor Fee and shall pay seventy percent (70%) to the Licensor as Master Proceeds. The Licensor acknowledges that its share is inclusive of royalties and other payments owed by the Licensor to its own royalty participants, contributors and third parties unless Kadots expressly agrees otherwise in writing.
5.2 For Synchronization Licenses procured or substantially negotiated by Kadots, Kadots shall retain fifty percent (50%) of the applicable Master Synchronization Proceeds and pay fifty percent (50%) to the Licensor, unless a different split is stated in the Release Schedule.
5.3 No amount shall become payable to the Licensor until Kadots has actually received the relevant Net Revenues from the DSP or third party, subject to reconciliation, reserves, chargebacks and other permitted deductions.
5.4 Kadots shall provide accounting statements at least semi-annually, unless the Release Schedule specifies monthly or quarterly accounting. Payment shall be made when the amount due reaches the applicable payment threshold stated in the Release Schedule; any smaller balance may be carried forward, provided Kadots shall account and pay at least once in every twelve (12) months for amounts actually received and due.
5.5 Statements shall identify, to the extent reasonably available, the relevant DSP/third-party source, reporting period, gross receipts, permitted deductions, Distributor Fee and Master Proceeds.
5.6 Any Advance, marketing budget, media-buying cost, creative cost or other Approved Cost shall be recouped only against revenues of the specific Release for which it was approved, unless the Release Schedule expressly provides otherwise.
5.7 No cross-collateralisation between unrelated Artists, Labels or Releases shall occur unless expressly agreed in writing.
5.8 The Individual Release Takedown & Migration right shall not create any fee, penalty or termination charge.
5.9 Kadots may deduct taxes required by law and shall provide appropriate documentation where legally required.
ARTICLE 6 – LICENSOR / ARTIST / LABEL OBLIGATIONS
6.1 The Licensor shall obtain and maintain all necessary clearances, permissions and licences for the Content in the Territory, including mechanical, publishing, performer, sample, artwork, name/likeness and other required rights, except to the extent Kadots expressly agrees in writing to obtain a particular clearance.
6.2 The Licensor shall timely pay all royalties, fees and other amounts due to record labels, authors, co-authors, publishers, copyright owners, producers, musicians, performers and other royalty participants arising from the Content or its exploitation, unless Kadots expressly assumes such payment obligation in writing.
6.3 For Synchronization Licenses, the Licensor remains responsible for amounts owed to artists, producers, writers, publishers and other participants unless the applicable licence expressly allocates those obligations to Kadots.
6.4 The Licensor shall promptly provide Kadots with accurate ownership, contributor, publishing, split and rights information.
6.5 The Licensor shall not knowingly submit Content that infringes third-party rights or violates applicable law or DSP policy.
ARTICLE 7 – TERM AND TERMINATION
7.1 Unless otherwise stated in the Release Schedule, this Agreement shall commence on the Effective Date and continue for an initial term of two (2) years (“Initial Term”), after which it shall automatically renew for successive one-year periods (“Continuation Term”) unless either Party gives at least sixty (60) days’ written notice before the end of the then-current Term.
7.2 Either Party may terminate this Agreement or an affected Release for material breach if the breach is capable of cure and is not cured within thirty (30) days after written notice. If the breach is not capable of cure, the non-breaching Party may terminate upon written notice, subject to applicable law.
7.3 Either Party may terminate immediately upon the other Party becoming insolvent, entering liquidation or otherwise ceasing substantial business operations, to the extent permitted by applicable law.
7.4 Expiration or termination of this Agreement shall not affect rights or payment obligations accrued before termination. For clarity, termination of one Release shall not terminate unrelated Releases.
7.5 Following expiration or termination of rights for a Recording, Kadots shall submit a Takedown Notice to applicable DSPs/upstream partners within fifteen (15) business days, or within five (5) business days where the Licensor invokes Clause 3.9. Kadots shall not be responsible for delays caused solely by DSPs or other third parties.
7.6 Nothing in a takedown shall affect end users who have lawfully acquired or accessed the Content before removal, or licences validly granted before the effective takedown.
7.7 Any Synchronization License or other third-party licence substantially negotiated during the Term may remain binding according to its own written terms. No new licence shall be entered into after termination without the Licensor’s authority, except where already irrevocably committed during the Term.
ARTICLE 8 – REPRESENTATIONS AND WARRANTIES
8.1 The Licensor represents and warrants that it has full power and authority to enter into this Agreement and grant the rights stated herein.
8.2 The Licensor represents that the Content is owned, licensed or controlled by the Licensor and that all necessary third-party permissions have been obtained.
8.3 The Content shall not knowingly infringe copyright, trademark, privacy, publicity, confidentiality or other third-party rights, and shall not knowingly facilitate unlawful activity.
8.4 The Licensor shall not grant conflicting rights to a third party during an exclusive Term that would materially interfere with Kadots’ rights under this Agreement.
8.5 Kadots represents that it has authority to enter into this Agreement and shall use and distribute Content only within the scope of the rights granted to it.
8.6 Kadots does not warrant uninterrupted or error-free Services and is not responsible for platform outages, technical failures, DSP policy changes, delays or actions outside its reasonable control.
8.7 Neither Party guarantees any particular revenue, streams, playlist placement, chart position, marketing result or commercial success.
ARTICLE 9 – INDEMNIFICATION
9.1 The Licensor shall indemnify and hold harmless Kadots and its officers, employees, contractors, affiliates, agents and authorised DSP/service partners from third-party claims, liabilities, damages, reasonable external legal expenses and costs arising directly from the Licensor’s breach of its representations, warranties or obligations.
9.2 Kadots shall indemnify and hold harmless the Licensor from third-party claims, liabilities, damages and reasonable external legal expenses arising directly from Kadots’ material breach of its representations, warranties or obligations.
9.3 A Party seeking indemnification shall promptly notify the other Party of a claim, provide reasonable cooperation and permit the indemnifying Party to participate in the defence, without prejudicing the indemnified Party’s rights.
9.4 Where a bona fide claim creates a reasonable risk of liability, Kadots may temporarily withhold a reasonable amount otherwise payable to the Licensor, proportionate to the reasonably anticipated exposure. Any excess shall be released when the relevant risk is resolved or no longer reasonably anticipated.
9.5 No indemnity shall extend to losses caused by the indemnified Party’s fraud, wilful misconduct or material breach of this Agreement.
ARTICLE 10 – LIMITATION OF LIABILITY
10.1 To the maximum extent permitted by applicable law, neither Party shall be liable for indirect, consequential, incidental, special or punitive damages arising from this Agreement.
10.2 Except for payment obligations, fraud, wilful misconduct, confidentiality breaches and indemnification obligations, each Party’s aggregate liability under this Agreement shall not exceed the aggregate Master Proceeds earned by the Licensor under the affected Release during the twelve (12) months preceding the event giving rise to the claim.
10.3 Nothing in this Article limits liability to the extent such limitation is prohibited by applicable law.
ARTICLE 11 – MISCELLANEOUS
11.1 Kadots may assign or transfer this Agreement to an affiliate, successor or purchaser of substantially all of the relevant business, provided the transferee assumes Kadots’ material obligations. The Licensor may assign its rights to an entity that owns or controls the applicable Content with Kadots’ prior written consent, not to be unreasonably withheld.
11.2 Each Party shall keep the other Party’s Confidential Information confidential, except where disclosure is required by law, to professional advisers, or to authorised service providers who are bound by confidentiality obligations.
11.3 The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment relationship or general agency relationship.
11.4 Notices shall be in writing and may be delivered by email to the addresses stated in the Signature Page or Release Schedule. Email notice shall be effective when successfully transmitted, provided no delivery failure notice is received.
11.5 A Party’s failure to perform an obligation shall not constitute a material breach where the failure is caused by a Force Majeure Event. The affected Party shall use reasonable efforts to mitigate the impact.
11.6 “Force Majeure Event” includes events beyond reasonable control such as natural disasters, fire, flood, war, civil disturbance, government action, strikes, internet or telecommunications failure, DSP/platform outages and major failures of third-party service providers.
11.7 Any dispute arising from or relating to this Agreement shall first be addressed through good-faith discussions between the Parties. If unresolved, the dispute shall be referred to arbitration under the Arbitration and Conciliation Act, 1996, by a sole arbitrator mutually appointed by the Parties, with the seat of arbitration in New Delhi, India. The courts at New Delhi shall have jurisdiction for interim and supervisory relief.
11.8 This Agreement shall be governed by the laws of India.
11.9 The Licensor acknowledges that it has been advised to obtain independent legal advice before signing and has had a reasonable opportunity to do so.
11.10 This Agreement, together with its Release Schedules and Exhibits, constitutes the entire agreement between the Parties concerning its subject matter. Any amendment or waiver must be in writing and agreed by both Parties, including by verifiable electronic communication where legally permissible.
11.11 If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force to the maximum extent permitted by law.
11.12 This Agreement may be executed in counterparts and by electronic signature, scanned signature or other legally recognised electronic means.
11.13 No third party shall have a right to enforce this Agreement solely by virtue of being a third party.
11.14 Nothing in this Agreement shall prevent the Licensor from exercising any statutory or contractual rights relating to copyright ownership, takedown, infringement or enforcement.
EXHIBIT A – DEFINITIONS
“Artwork” means album/cover artwork, promotional images, logos and other visual material supplied or approved by the Licensor for use with the Content. Ownership remains with the Licensor unless separately agreed in writing.
“Confidential Information” means non-public business, financial, technical, operational, customer, supplier, contractual and other proprietary information disclosed by either Party, excluding information that is public through no breach, lawfully obtained from a third party, independently developed, or required to be disclosed by law.
“Custom Artwork” means artwork created by Kadots at the Licensor’s request. The Licensor shall approve the design and any budget in advance. Approved third-party costs may be treated as Approved Costs.
“Digital Service Providers” means third-party digital distributors, aggregators, collection societies, retailers, streaming services, social platforms, UGC platforms and other services that Kadots authorises to carry out distribution, licensing, administration or monetisation.
“Playlists” means lists of tracks curated or presented by a Digital Service Provider in an order or grouping distinct from the original Content sequence.
“Notice” means any written notice, instruction, approval or communication required or permitted under this Agreement.
“Territory” means worldwide/the universe unless otherwise specified in a Release Schedule.
“Wireless Distribution” means digital/mobile delivery or display of Content to mobile phones, personal digital assistants and other mobile devices, where such services exist.
EXHIBIT B – RELEASE SCHEDULE
| Licensor Type | |
| Legal Name | |
| Professional / Artist / Label Name | |
| Artist(s) | |
| Release Title | |
| Release Type | |
| Recording(s) | |
| ISRC(s) | |
| UPC/EAN | |
| Original Release Date | |
| Kadots Release Date | |
| Territory | Worldwide |
| Initial Term | 2 Years |
| Distribution | All KADOTS-approved Digital Service Providers |
| Distributor Fee | 30% |
| Licensor Share | 70% |
| Synchronization Split | 50 / 50 |
| Accounting Frequency | Monthly |
| Payment Threshold | ₹20,000 |
| UGC / Content ID | Enabled |
| Approved Marketing / Additional Services Budget | ₹0 |
| Approved Recharges | |
| Special Terms |
EXHIBIT C – ARTIST / LABEL INFORMATION & RIGHTS CONFIRMATION
1. The Licensor confirms whether it is signing as an individual Artist, Artist-owned entity, Label, Company, or Aggregator.
2. The Licensor confirms ownership/control of each Recording and the rights being licensed to Kadots.
3. Where the Licensor is a Label or Aggregator, it confirms that it has obtained all necessary agreements from the underlying Artist(s) and rights owners.
4. Where the Licensor is an Artist, the Artist confirms that it owns or controls the relevant master recording rights or has authority to grant the licence.
5. Any split sheets, artist agreements, label agreements, publishing clearances or other supporting documents may be attached to this Exhibit or retained by the Licensor and supplied to Kadots upon reasonable request.
SIGNATURE PAGE
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
| KADOTS / RESEMBLE MEDIA STUDIO LLP | LICENSOR – ARTIST / LABEL |
|---|---|
| Signature: | Signature: |
| Full Name: Nikhil Ahuja | Full Name: |
| Title: Director | Title / Capacity: |
| Legal Entity: Resemble Media Studio LLP | Legal / Company Name: |
| LLPIN: ACW-2332 | Artist / Label Name: |
| Email: resemblemediastudio@gmail.com | Email: |
| Date: | Date: |