Zambezi Beats Music Distribution Agreement

ZAMBEZI BEATS MUSIC DISTRIBUTION AGREEMENT
Welcome to the Zambezi Beats Artist Digital Distribution Agreement ("Agreement"). This
Agreement contains the terms and conditions under which Zambezi Beats offers to host,
sell and distribute your original digital music tracks (“Song/s” or “Album”, as applicable) on
Zambezi Beats’ website (zambezibeats.com) for you.
The following, when accepted by you (whether as an individual, or as the authorized

representative for an artist, band, group, or corporation) and us shall be a binding contract.
Please read these terms carefully and seek legal advice if you do not understand any of the
terms. Your receipt of this document and signature below indicates your express and/or
tacit acceptance of the terms of engagement listed below.
1. ZAMBEZI BEATS SERVICE AND YOUR RECORDINGS

Zambezi Beats will provide the following services to the artist:
a) facilitate the distribution of the Artist’s Song/s in mp3 format at 320kbps
with complete ID3 tags on the website where visitors can purchase a Song
or Album;
b) allow website visitors to preview the song/s or albums
c) set the purchase price, advertise and ensure proper distribution of the
Song/s.
d) collect money on behalf of the Artist when a Song is purchased; and pay the
Artist its share of the Song sales.
e) We make no guarantees whatsoever about there being any minimum sales of
your song/s. For the avoidance of doubt, you have the right to affiliate with a
performance rights society and Sound Exchange or other entity to collect
monies that may be payable to you for the public performance of your
song/s.
2. OWNERSHIP
Subject to our rights hereunder or under any prior agreement between you and us,
as between you and us, all right, title and interest in and to (i) Your Authorized
songs and Authorized Artwork, (ii) the Digital Masters, (iii) the Clips, (iv) all
copyrights and equivalent rights embodied therein, and (v) all materials furnished by
you, will be yours.
3. GRANT OF RIGHTS
You hereby grant to Zambezi Beats
a) a non-transferable, non-exclusive, worldwide right to sell and distribute the
Song/s through Zambezi Beats’ website;
b) the royalty free, non-exclusive, non-transferable worldwide right to allow
users to preview a non-substantial portion of a Song/s
c) the right to use your Artist’s name, logo, biographical description, Song/s,
artwork and/or design supplied to Zambezi Beats for use on the website;
and
d) the right to collect any income from the sale of Song/s.
4. DURATION AND TERMINATION

a) This agreement will begin on the signature date of the Artist and will
continue indefinitely until terminated by one party giving the other party 30
(thirty) days’ written notice of termination via email, or the Artist has
breached any term of this agreement.
b) We reserve the right to change, modify, add to, or remove all or part of this
Agreement, in our sole discretion. Notice of any such change will be sent to
you by email at least seven (7) days prior to its effective date. In the event
that you do not consent to any such proposed changes, your sole recourse
shall be to terminate the Term of this Agreement, by notice to us as provided
above, and your failure to do so within ten (10) days of the date of any such
email from us to you shall constitute your acceptance of such changes.
c) Upon termination for any reason, Zambezi Beats will immediately remove
any Song and the Artist from the online platform and pay to the Artist any
income from Song sales in the applicable payment period.
d) After termination, the you may not connect yourself with Zambezi Beats.
5. PAYMENTS
a) Zambezi Beats will set the price of any Song/s or Album in its sole
discretion.
b) The revenue share payable to the Artist on the sale of each Song or Album is
70% (seventy percent) of the purchase price. The remaining income will be
retained by Zambezi Beats for its operational and transactional costs (“the
Service Fee”).
c) The Service Fee will be exclusive of all applicable taxes.
d) Zambezi Beats will pay the Artist via Electronic Funds Transfer (EFT).
e) Zambezi Beats will pay the artist within the first two (2) weeks of the
following months:
i. January for the months of October, November and December
ii. April for the months of January, February and March
iii. July for the months of April, May and June
iv. October for the months of July, August and September
f) If you sign up with Zambezi Beats with less than 30 (thirty) days left in a
payment period, you will receive payment in the following payment month, as
detailed in clause 5.e) above.
g) Zambezi Beats will provide you with a sales report via email on any day
within the month in which the artist is paid.
h) Payment Details
Please fill in the following information as completely as possible in order to
ensure that Zambezi Beats can successfully make our quarterly payouts to
you.
Bank Name: ..................................................................................................
Branch name: ...............................................................................................
Branch Code: ................................................................................................
Bank Address: .............................................................................................
Account Holder Name: .................................................................................
Account Holder Address: .............................................................................
Swift Code (Accounts Outside Zambia): .......................................................
PLEASE NOTE THE FOLLOWING FINE PRINT;
Submission of this agreement to Zambezi Beats indicates an
agreement on your part that you have made certain that the
information contained herein is correct or true to the best of your
ability & as such Zambezi Beats may not be held liable for any errors or
actions it makes based on the information given.
6. WARRANTIES
You warrant and agree;
a) that any submitted Song or part thereof, image, artwork or design provided
to Zambezi Beats does not infringe any copyright or intellectual property
rights of any third party to which the Song, image, artwork or design
belongs.
b) that you have the full legal right, power and authority to sign this agreement
and grant the rights referred to it in clause 2 and 3 above and will notify
Zambezi Beats immediately if any of the rights have been transferred to
another party;
c) that you will obtain in writing the consent of any labour organisation,
management agency, copyright owner, other artists or any other relevant
party whose performances are embodied, own any rights in the Song/s or
has entered into any contractual relationship with the Artist in relation to
the Song/s, and the Artist will pay all re-use payments, fees, royalties and
other sums required to be paid for the consent, in connection with the use of
the Song/s.
d) that this agreement has been read and understood.
7. ADVERTISING ON THE WEBSITE
a) Zambezi Beats reserves the right to place third party advertisements on its
website.
b) The Artist agrees that Zambezi Beats may use the Artist’s logo and/or name
in connection with Zambezi Beats for its promotion in any medium or public
space for the duration of this agreement, unless otherwise agreed upon in
writing.
8. CONFIDENTIALITY
Neither party shall during or after the provision of the Services use to the prejudice
or detriment of the other party, or share to any person any trade secret or other
confidential information concerning the business affairs, intellectual property or
source code of Zambezi Beats or of the other party which may have come into its
possession or knowledge during the course of this agreement or the provision of the
Services.
9. DISPUTE RESOLUTION
a) The parties must first and foremost attempt to resolve any and all disputes
in good faith and with the best interests of both parties in mind.
b) If the parties fail to resolve such dispute in the manner or time period as the
parties may agree to in their negotiation, the parties will attempt to resolve
the dispute through arbitration according to the provisions of relevant
legislation.
c) The parties both agree that in no circumstance will either party publicize the
dispute on any public platform, including social media. The parties
understand that any publicity of this nature can cause serious damage to
the other party, which damage may result in a financial claim.
10. MUSIC SUBMISSION

a) Each Song must be submitted to Zambezi Beats by completing in Part 10.f)
of this agreement. One agreement form must be completed and submitted for
an Album or for each individual Song.
b) Zambezi Beats will notify the Artist via email whether the song/s have been
accepted within 30 (thirty) days of a Song submission.
c) In order to remove Song/s, an Artist must notify Zambezi Beats in writing at
sales@zambezibeats.com. Zambezi Beats will then remove the Song/s from
its website within 30 (thirty) calendar days.
d) Zambezi Beats reserves the right at all times to accept, refuse or remove any
Song, Album Artist in its sole and absolute discretion.
e) Song Submission
Name Of Copyright Holder
............................................................................
Artist Name
...............................................................................
Song/Album
..............................................................................
Primary Genre:
.............................................................................
Secondary Genre
.........................................................................
Song/Album Release Date
............................................................................
Track List (For Albums of EPs Only)
Track Track Title Featured Artist/s
No.
PLEASE NOT THE FOLLOWING FINE PRINT;

Submission of this agreement to Zambezi Beats indicates an
agreement on your part that you have made certain that the
information contained herein is correct or true to the best of your
ability & as such Zambezi Beats may not be held liable for any errors or
actions it makes based on the information given.
11. LIABILITY AND INDEMNIFICATION
a) Apart from instances of dishonesty or gross negligence, Zambezi Beats will
not be liable for loss, damage or delay, including loss of profits, suffered by
you as a result of Zambezi Beats’ provision of the Services, use of the
website or negligence in respect thereof.
b) You agree to indemnify and hold Zambezi Beats harmless from and against
any and all actions, claims, demands, proceedings or judgments (collectively
“claims”) and any and all losses, liabilities, damages, costs, charges and
expenses (collectively “losses”) of whatever nature and in whichever
jurisdiction, which may be instituted, made or alleged against, or are
suffered or incurred by the Artist relating to the provision of the Services or
hosting the Artist’s Songs on the website.
12. GENERAL
a) The relationship of the parties will be governed by this agreement and
nothing contained herein will be deemed to constitute a partnership, joint
venture, record deal, publishing deal, employer/employee agreement or the
like between them nor to constitute one party being the agent of the other for
any purpose.
b) Survival of Rights, Duties and Obligations: Termination of this agreement
for any cause will not release either party from any liability which at the time
of termination has already accrued to the other or which may accrue in
respect of any act or omission prior to such termination.
c) Governing law: This agreement will be governed by and interpreted in
accordance with the law of the Republic of Zambia. All disputes, actions
and other matters in connection with this agreement will be determined in
accordance with such law. All disputes related to this agreement shall fall
under the jurisdiction of the Courts of the Republic of Zambia.
d) Cumulative Rights and Remedies: The rights and remedies of the parties
under this agreement are cumulative and in addition to any rights and
remedies provided by law.
Legal Name: ...................................................................................................
ID/Passport: ....................................................................................................
Signee Capacity: ...............................................................................................
Signed At: ...................................................................................................
On the ................... Day of ......................................................................
Signature: .......................................................................................
Zambezi Beats Contact Details
1. Gerald Kabindama
gerald@zambezibeats.com
+2482600259 (WhatsApp)
2. Chalwe Kabindama
chalwekabindama@gmail.com
+260976240882 (WhatsApp)

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ZAMBEZI BEATS MUSIC DISTRIBUTION AGREEMENT

The following, when accepted by you (whether as an individual, or as the authorized

1. ZAMBEZI BEATS SERVICE AND YOUR RECORDINGS

4. DURATION AND TERMINATION

10. MUSIC SUBMISSION

PLEASE NOT THE FOLLOWING FINE PRINT;

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