Custom Agreements

Standard Agreement Terms

CAGE RIOT ARTIST MARKETING PROGRAM (AMP) AGREEMENT This Artist Marketing Program Agreement ("Agreement") is entered into between Cage Riot Music Group, a division of Wild Commitments Corp ("Cage Riot"), and the artist identified in the Artist Information section of the executed agreement ("Artist"). The Artist's submission of the AMP application and electronic acceptance of these terms constitutes the Artist's binding signature on this Agreement. The Artist information, acceptance details, and Cage Riot countersignature appear in the executed agreement record. 1. RECITALS AND PURPOSE Cage Riot operates a music distribution, marketing, and publishing-administration platform. The Artist creates, owns, and controls sound recordings and musical compositions and desires to engage Cage Riot to provide distribution, marketing, and related services under the Cage Riot Artist Marketing Program ("AMP"). This Agreement sets forth the terms on which Cage Riot will provide, and the Artist will participate in, AMP. 2. ENGAGEMENT AND SERVICES 2.1 Engagement. Cage Riot engages the Artist to participate in AMP, and the Artist accepts such engagement, on the terms of this Agreement. 2.2 Services. During the Term, Cage Riot will provide the following services to the Artist: (a) worldwide digital distribution of the Artist's Eligible Releases to digital service providers and streaming platforms ("DSPs"); (b) YouTube Content ID administration and monetization; (c) sync and publishing administration; (d) editorial pitching and playlist support; (e) marketing strategy and campaign support; and (f) royalty recovery and catalog delivery services (collectively, the "Services"). 2.3 Scope. The Services are limited to releases owned one hundred percent (100%) by the Artist that are covered by AMP ("Eligible Releases"). Cage Riot has no obligation to provide Services for releases in which any third party holds an ownership, rights, or revenue interest not previously disclosed to and approved by Cage Riot in writing. 3. TERM AND RENEWAL 3.1 Initial Term. The initial term of this Agreement is one (1) year, commencing on the date of the Artist's electronic acceptance (the "Initial Term"). 3.2 Renewal. Following the Initial Term, this Agreement will automatically renew for successive one (1) year renewal terms (each a "Renewal Term," and together with the Initial Term, the "Term"), unless either party delivers written notice of non-renewal to the other party at least thirty (30) days prior to the end of the then-current Term. Notice of non-renewal must be delivered by email to the contact addresses provided by each party. 3.3 Effect of Termination. Upon expiration or termination of this Agreement, Cage Riot will wind down the Services in accordance with its standard takedown and royalty-processing procedures, and the Artist's Eligible Releases will be removed from Cage Riot distribution except as otherwise agreed in writing. 4. REVENUE SHARE 4.1 Streaming Revenue. The Artist receives eighty-five percent (85%) of revenue received by Cage Riot from DSPs attributable to the Artist's Eligible Releases during the Term. Cage Riot retains fifteen percent (15%) as compensation for the Services. 4.2 YouTube Content ID. The Artist receives eighty-five percent (85%) of YouTube Content ID revenue collected by Cage Riot on behalf of the Artist, and Cage Riot retains fifteen percent (15%). 4.3 Sync and Publishing. The Artist receives eighty-five percent (85%) of sync and publishing revenue collected by Cage Riot on behalf of the Artist, and Cage Riot retains fifteen percent (15%). 4.4 Reporting and Payment. Cage Riot will report and pay the Artist's share of revenue on the cadence and in the manner set forth in Cage Riot's standard Distribution Terms of Service. Revenue is calculated net of applicable third-party fees, chargebacks, and reserves consistent with Cage Riot's standard policies. 5. DISTRIBUTION AND CATALOG OBLIGATIONS 5.1 Distribution Exclusivity. During the Term, all Eligible Releases owned one hundred percent (100%) by the Artist and covered by AMP must remain distributed through Cage Riot. The Artist will not, directly or indirectly, distribute or authorize distribution of such Eligible Releases through any other distributor or distribution channel during the Term. 5.2 Catalog Delivery. The Artist will deliver to Cage Riot all masters, metadata, artwork, and other assets reasonably required for the distribution and administration of the Eligible Releases, in the formats and according to the specifications provided by Cage Riot. 5.3 New Releases. The Artist will provide Cage Riot with reasonable advance notice of upcoming releases and will cooperate in good faith with respect to release scheduling and marketing planning. 6. PUBLISHING ADMINISTRATION 6.1 Administration Grant. To the extent the Artist owns or controls the musical compositions embodied in the Eligible Releases, the Artist grants Cage Riot the right to administer such compositions during the Term for the purposes of sync licensing, royalty collection, and publishing administration. 6.2 Publishing Share. The Artist receives eighty-five percent (85%) of publishing-administration revenue collected by Cage Riot on the Artist's behalf, and Cage Riot retains fifteen percent (15%). 7. REPRESENTATIONS AND WARRANTIES The Artist represents and warrants that: (a) the Artist has full power and authority to enter into this Agreement and to grant the rights granted herein; (b) the Artist owns or controls one hundred percent (100%) of the Eligible Releases and the underlying musical compositions, free and clear of all liens, claims, and encumbrances; (c) the Eligible Releases do not and will not infringe the rights of any third party, including copyright, trademark, privacy, or publicity rights; (d) the Artist has obtained all necessary consents, clearances, and licenses for all content embodied in the Eligible Releases; (e) the Artist's participation in AMP does not violate any agreement to which the Artist is a party; and (f) all information provided by the Artist to Cage Riot is accurate and complete. The Artist will indemnify and hold Cage Riot harmless from any losses arising from a breach of these warranties. 8. COMPLIANCE WITH TERMS OF SERVICE The Artist agrees to comply with the Cage Riot AMP Terms and Cage Riot's standard Distribution Terms of Service, as each may be updated from time to time, available at https://www.cageriot.com/terms. In the event of any conflict between this Agreement and the Terms of Service, this Agreement controls with respect to the subject matter of AMP. 9. ACCOUNTS, ACCESS, AND COOPERATION The Artist will provide Cage Riot with accurate account, payment, and tax information and will promptly update such information if it changes. The Artist authorizes Cage Riot to access the Artist's DSP profiles, analytics, and royalty accounts to the extent reasonably necessary to provide the Services and to claim, collect, and administer revenue on the Artist's behalf. 10. DATA AND MARKETING The Artist grants Cage Riot the right to use the Artist's name, approved press photos, likeness, and biographical materials for the purpose of promoting the Artist and the Eligible Releases and for the internal administration of AMP. Cage Riot will use commercially reasonable efforts to obtain the Artist's approval for any material marketing campaign before launch, such approval not to be unreasonably delayed or withheld. 11. INTELLECTUAL PROPERTY Except for the rights granted to Cage Riot under this Agreement, each party retains all right, title, and interest in its respective intellectual property. Nothing in this Agreement transfers ownership of the Artist's masters or compositions to Cage Riot. Cage Riot retains all right, title, and interest in the AMP program, the Cage Riot brand, and its platform. 12. TERMINATION 12.1 For Cause. Either party may terminate this Agreement for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days of written notice. 12.2 Immediate Termination. Cage Riot may terminate this Agreement immediately if the Artist breaches the distribution-exclusivity obligation in Section 5.1, breaches the representations and warranties in Section 7, or engages in conduct that exposes Cage Riot to legal liability. 12.3 Effect of Termination. On termination, Cage Riot will cease providing the Services, wind down distribution in accordance with its standard procedures, and pay all undisputed amounts owed to the Artist as of the effective date of termination. 13. LIMITATION OF LIABILITY Except for a party's breach of Section 7 (Representations and Warranties) or its indemnification obligations, neither party will be liable to the other for any indirect, incidental, special, or consequential damages. Each party's aggregate liability under this Agreement is limited to the amounts actually paid or payable to the Artist during the twelve (12) months preceding the claim. 14. INDEPENDENT CONTRACTOR The Artist is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the parties. The Artist is responsible for all taxes, insurance, and obligations arising from the Artist's compensation. 15. GOVERNING LAW AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California, without regard to conflict-of-law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in Los Angeles County, California, for any dispute arising out of or relating to this Agreement. The prevailing party in any such dispute is entitled to recover its reasonable attorneys' fees and costs. 16. GENERAL PROVISIONS 16.1 Entire Agreement. This Agreement, together with the Cage Riot AMP Terms and Distribution Terms of Service referenced herein, constitutes the entire agreement between the parties regarding AMP and supersedes all prior agreements and understandings, whether written or oral. 16.2 Amendments. No amendment to this Agreement is effective unless in writing and signed by both parties (or, for the Artist, by electronic acceptance). 16.3 Assignment. The Artist may not assign this Agreement without Cage Riot's prior written consent. Cage Riot may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any prohibited assignment is void. 16.4 Notices. All notices under this Agreement will be delivered by email to the addresses provided by each party and are deemed given on the date sent. 16.5 Severability. If any provision of this Agreement is found unenforceable, the remaining provisions remain in full force and effect. 16.6 Waiver. No waiver of any provision of this Agreement is effective unless in writing, and no failure or delay in exercising any right operates as a waiver. 16.7 Survival. Provisions that by their nature should survive termination of this Agreement will survive, including Sections 4 (as to amounts earned), 7, 11, 13, 15, and 16.