The Sage Aura Distribution Agreement As of January 1, 2020
This Distribution Agreement and Terms of Service (this "Agreement") is a binding legal agreement between you and The Sage Aura Foundation LLC, a Flordia corporation ("The Sage Aura" or "us") regarding your use of our The Sage Aura service to distribute your musical recordings to selected digital services and stores (our "Service"), as well as The Sage Aura’s content blocking and acoustic fingerprint service currently known as SAGELock (defined further below). If you are entering into this Agreement on behalf of one or more other people, a group, or a company or other entity, then by accepting this Agreement you represent and warrant to us that you are duly authorized to do so on behalf of all such person(s)/entity(ies) and to bind them to this Agreement and that The Sage Aura is fully entitled to rely on that fact (in which case, the term "you" includes all such people and entities) in our performance under this Agreement. By clicking to agree to this Agreement, you are accepting the terms and conditions below, so please read and understand them completely before doing so. Once you do so, this Agreement will automatically become effective (the "Effective Date"). THE SAGE AURA DOESN'T TAKE ANY COPYRIGHT OR OTHER INTEREST IN ANY OF YOUR MUSIC, ONLY A LIMITED LICENSE TO DISTRIBUTE.
PLEASE UNDERSTAND THAT YOU MUST OWN OR OTHERWISE HAVE THE LEGAL RIGHT TO REPRODUCE AND DISTRIBUTE 100% OF THE RECORDINGS, MUSICAL COMPOSITIONS, ARTWORK AND ANY OTHER MATERIAL THAT YOU INTEND TO UPLOAD AND DISTRIBUTE VIA THE SAGE AURA SERVICE, INCLUDING THE RIGHT TO MAKE AND DISTRIBUTE DIGITAL DOWNLOADS EMBODYING THE MUSICAL COMPOSITIONS THEREIN, AND ELECTRONIC TRANSMISSIONS OF SUCH MUSICAL COMPOSITIONS (INCLUDING, WITHOUT LIMITATION, VIA STREAMING SERVICES), AS NECESSARY. FOR EXAMPLE, YOU CANNOT DELIVER TO US ANY REMIXES, OR RECORDINGS THAT INCLUDE SAMPLES UNLESS YOU HAVE ALL NECESSARY WRITTEN PERMISSION FROM THE SONGWRITERS AND FROM THE OWNERS OF THE APPLICABLE ORIGINAL RECORDINGS. WE OFFER A SERVICE TO HELP YOU OBTAIN LICENSES FOR RECORDINGS OF YOUR COVER VERSIONS, BUT YOU MUST OPT-IN TO AND REGISTER FOR THAT SERVICE IF YOU UPLOAD ANY COVER VERSIONS TO US. YOUR RECORDINGS OF COVER VERSIONS WILL NOT BE AVAILABLE IN ANY DIGITAL STORE UNTIL THE SAGE AURA RECEIVES NOTICE THAT THE APPROPRIATE LICENSES HAVE BEEN CLEARED. Please note that if you are a user of the SAGELock service only, you agree to the applicable portions of this Agreement, as well as the “SAGELock Addendum” located at the end of this Agreement. 1. THE SAGE AURA SERVICE AND YOUR RECORDINGS a. The Sage Aura Service enables you to upload to our servers digital files containing audio-only musical sound recordings and the underlying musical compositions embodied therein (“collectively, "Recordings") for distribution to your choice of digital stores, streaming services, and other digital services within our distribution network ("Digital Stores"; which shall include UGC Services [as defined below]), who may make your Recordings available to their customers and end users ("Customers"). Such musical compositions are sometimes referred to herein individually as the “Compositions”). b. Recordings must be musical sound recordings in single track, EP, or album configuration (however, please note that Digital Stores will make your Recordings available to Customers to purchase or stream as individual tracks â€” i.e., you cannot require that a Customer purchase or stream an entire album or EP as a single unit). We typically do not accept or distribute ringtones, videos, audio books, spoken-word records, digital booklets, or other types of content; however, if we choose to do so, as determined by us on a case-by-case basis in our discretion, the terms of this Agreement shall apply to such formats. c. We can currently accept Recordings in WAV, MP3, AIFF, CDDA, MP4 (m4a), Windows Media (WMA) and FLAC formats up to 250 MB in size (or up to 24-bit / 96kHz for WAV files). We and/or the Digital Stores may require different formats or file sizes from time to time during the Term, and The Sage Aura reserves the right to convert audio files of the Recordings as necessary. d. When uploading each Recording, you must provide us with all accompanying data that we or a Digital Store may require (e.g., artist name, album title, each track title, genre), plus any available cover art (in JPG format with RGB color or any other format that we or a Digital Store may require). For purposes of this Agreement, all such data, metadata, information, image files, artwork and any other materials you provide to us are included in the definition of "Recordings." We may also require that you indicate if the Recording contains explicit content, in which case a Digital Store may tag it accordingly. e. We will automatically generate unique identifying codes for each Recording and provide them to your chosen Digital Stores. If you have a "Musician Plus" or "Label" account you can choose to specify your own ISRC codes, but not UPC codes. f. Once you have uploaded a Recording to our Site for distribution, you can delete it at any time during the Term. However, you can't remove a single track that was included within an album â€” if you want to do that, you must delete the entire album and then re-upload the album with that song removed. 2. DIGITAL STORES a. The rights granted by you to The Sage Aura are non-exclusive. Be advised, however, that if you send your Recording(s) to the same Digital Stores via The Sage Aura and a separate service, the double listing of your Recordings may cause complications and/or problems in those Digital Stores. b. We undertake to provide your Recordings to Digital Stores as quickly as possible. However, it can take a few hours to a few days to several weeks for a Digital Store to integrate, process and make your Recordings available to Customers, depending on the particular Digital Store and the territory. Please be patient. c. Each Digital Store will determine its pricing to its Customers, as well as format or media and other terms on which it offers recordings (including your Recordings) to its Customers, in its discretion and according to its business model. For example, in some cases your Recordings may be available for permanent digital download on a pay-per-unit basis, in others Customers may pay a monthly subscription fee to be able to stream or temporarily download your Recordings along with other recordings. By way of further example, Digital Stores may also offer your Recordings for free on a promotional basis, alone or together with other recordings, may include (or decline to include) your Recordings in marketing promotions, may create editorial content about your Recordings and the featured artists, may group Recordings by genre or other designation, may create and allow Customers and others to listen to free preview clips of your Recordings, all in their discretion. If you have a "Musician Plus" or "Label" account you can specify suggested retail pricing for certain stores. Note that these prices are just suggestions, and while stores usually adhere to custom pricing, ultimately stores can price however they like. We aren't responsible for what Digital Stores do, and by opting into a particular Digital Store, you agree to accept and have your Recordings made available to its Customers in accordance with its pricing structure and other practices and policies from time to time, and in accordance with its agreement with The Sage Aura. d. We will distribute your Recordings to your selected Distribution Channels on a worldwide basis (you can't specify only certain countries or territories for particular Recordings). The "Territory" of this Agreement is the universe, except where noted with respect to certain territories outside of the United States. e. Digital Stores may choose not to carry one or more of your Recordings at all or in certain territories (or to remove Recordings at any time) per their policies and practices, so we can't make any guarantees. We may also decline to distribute (or may remove from Digital Stores) one or more Recordings from any or all Digital Stores if we receive any legal claims regarding that Recording, if we reasonably believe that any legal claims or issues may arise, if a Recording may violate the terms and conditions of any Digital Store, or for any other reason in our business judgment. And if our agreement with any Digital Store expires or terminates, or if that Digital Store ceases to operate entirely or in a particular territory, then your Recordings will no longer be available through that Digital Store. f. By opting into a Digital Store, you warrant to The Sage Aura that you have read, understand, and agree to be bound by all of the terms and conditions of that Digital Store, and that you and your Recordings and other content will comply fully with those terms and conditions.