Please read the following distribution agreement (the “Agreement”) carefully. This is a legal agreement between you (“you” or “Owner”) and PT Netrilis Music International, "Netrilis.com” (“Netrilis”). By clicking on the “accept” or “yes" or "agree" or "setuju" button at the submission form you agree to be legally bound by these terms and conditions and in particular you are warranting that you are the Owner of all rights title and interests in the Intellectual Property Rights in the content and all the components involved in the content that you wish to upload. If you are not the Owner or the account holder or if you don’t agree with these terms and conditions then you must not upload the content.
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions
Words shall have the meanings given to them in this Agreement, including without limitation as set out below:- Authorized Representative – The person or legal entity duly authorised by the Owner of the Content to act on their behalf and execute this Agreement.
- Content – means sound recordings, video content (i.e., audiovisual works), and the musical works embodied in such sound recordings and video content, and any album related artwork, photos, liner notes, metadata and other material related to your sound recordings and video content that you have provided to Netrilis, either by digital upload to the Netrilis Website or by delivery of Physical Product, either directly or via a third party acting on your behalf.
- Fees – The fees and other amounts payable under this Agreement, including those specified in Clause 6;
- Intellectual Property Rights – All current and future rights of copyright and all rights in the nature of copyright in all language and all other intellectual property rights of whatever nature, whether registered or unregistered, including trademarks and design rights to which you now or may at any time after the date of this Agreement be entitled by virtue of or pursuant to any of the laws in force on a worldwide basis;
- Marketing Materials – All lyrics, text, photographs, pictures and graphics for use in a catalogue with the Track.
- Net Revenue – The amount actually received by Netrilis from its Partners arising from any form of exploitation or monetization of the Content, after the deduction of: (i) VAT and other sales taxes; (ii) import duties or similar government levies; (iii) any fees, commissions, or shares retained by the Partners; (iv) any bank fees, payment processor charges, or currency conversion costs incurred during the disbursement of fees; and (v) any applicable statutory costs as required by law or contract;
- Netrilis – PT Netrilis Music International, a limited company registered in Indonesia;
- Netrilis’s Website - The official online service owned and operated by Netrilis, accessible at Netrilis.com or any other domain under the control of Netrilis, whether accessible publicly or through a secure user account.
- Owner – The individual or legal entity that owns or controls the Intellectual Property Rights in the Content;
- Partners – Means the DSP (Digital Service Providers), music retailers, music platforms and any other third-party entities selected by you when uploading the Content or engaged by Netrilis for commercial exploitation;
- Submitter – refer to account holder or uploader;
- Supplemental Terms – means any terms, guidelines, or policies issued by Netrilis relating to new features, music industry regulations, and operational standards. This includes, without limitation: content and metadata style guide, payment and transaction Policies, Anti-Fraud Policy, Artificial Intelligence Usage Policy, and any other policies published on Netrilis’s Website, as updated to maintain compliance with prevailing standard industry practices;
- Takedown – The act of removing Content from its availability on platform;
- Taxes - Means any and all present and future taxes, levies, duties, imposts, or charges of any kind whatsoever, including, but not limited to, income tax, value-added tax (VAT), sales tax, withholding tax, franchise tax, and gross receipts tax, imposed by any governmental, taxing, or regulatory authority in any jurisdiction;
- Track – Means the music track(s) to be uploaded by you pursuant to these terms and conditions including the musical composition, lyrics and the recording;
-
you – The Owner or Authorized Representative who has an account with
Netrilis and who wishes to upload a content(s) pursuant to the terms of this
Agreement.
1.2 Interpretation
In this Agreement, unless the context otherwise requires:
- The singular includes the plural and vice versa;
- References to persons include individuals, trusts, partnerships, unincorporated bodies, government entities, companies and/or corporations (in each case whether or not having separate legal personality);
- 'including’ (or similar words) means including without limitation;
- References to "writing" or "written" include by email;
- Clause headings do not affect their interpretation; and
- References to legislation (including any subsidiary legislation) include any modification or re-enactment thereof.
2. DURATION
2.1 This Agreement shall commence from the date of the upload of the
content and continue for the period of three years (the Initial Term) at
which point it will be renewed for successive periods of one year unless
terminated earlier:
- By you on written notice to expire at any time, such notice to be served via the valid channels provided by Netrilis, subject to the provisions of clause 2.2; or
- By Netrilis on immediate notice at any time at our sole and absolute discretion and without the requirement to give any reasons for termination, including, but not limited to, the grounds for takedown set forth in Clause 4.2.
2.2 If you serve notice of termination, you acknowledge that Netrilis
may be obligated to supply the Content to a Partner for a period beyond
the terms of this Agreement, and you agree that Netrilis may continue to
supply the Content to such Partner(s) until Netrilis can effectuate a
Takedown without being in breach of the terms of the respective Partner
agreement. Netrilis will use its reasonable endeavours to do so, but you
should be aware that even with Partner(s) consent, it may take
approximately one to two months for the Takedown of the Content from all
Partner sites.
2.3 Notice may be served by email by you to Netrilis and by Netrilis to
you at the email address provided by you when you register an account
with Netrilis or any subsequent email address that you notify to
Netrilis. Notice is deemed served upon sending without the requirement
for a read notice or other confirmation. Please note that any failure to
maintain a current email account or to notify us of a change does not
affect the validity of service of notice on you by Netrilis.
3. GRANT OF LICENCE
3.1 In consideration of Netrilis performing its obligations pursuant to the
terms of this Agreement, you grant to Netrilis the non-exclusive rights for
the duration of this Agreement and any run-off period referred to in clause
2.2:
- To hold, perform, market, publish, and distribute the content in a digital format as part of Netrilis's catalogue of music for commercial exploitation;
- To grant a sub-licence/media distribution agreement (on terms to be agreed between Netrilis and the respective Partner at Netrilis's sole and absolute discretion) to Partners of the right to hold, perform, market, publish, and sell the content; and/or
- To use such of the Marketing Materials as Netrilis or a Partner sees fit.
3.2 You shall retain ownership of all Intellectual Property Rights in the
content and the Marketing Materials.
3.3 You waive your moral rights save for the right to be identified as the
author or, if an Authorized Representative, attribute the author to the
content.
4. NETRILIS’S OBLIGATIONS
4.1 Netrilis shall endeavor to exploit the Content commercially in
accordance with the terms of the licence granted pursuant to clause 3.1.
Netrilis's obligation hereunder shall be strictly limited to the technical
delivery of the Content to the Partners, subject to the following
disclaimers and limitations:
- Netrilis provides no warranty or assurance that the Content will be made available on any Partner’s platform(s). The final eligibility, availability, and retention of the Content shall remain at the sole and absolute discretion of the respective Partner.
- Netrilis assumes no obligation to promote, advertise, or secure specific placement of the Content, notwithstanding Netrilis's right, but not duty, to undertake such activities.
- Netrilis provides no warranty or assurance that any commercial proceeds (including, without limitation, from downloads, streams, or sales) will be generated.
4.2 Netrilis reserves the right to takedown the content (and the Marketing
Materials) from its catalogue and from any of its Partner's catalogues at
any time (in addition to and without prejudice to the rights of termination
set out in clause 2.1.b) without notice on the grounds of: (i) quality; (ii)
suspected Intellectual Property infringement; (iii) suspected fraud,
Artificial Streaming, or any other unauthorized monetization activities;
(iv) failure to comply with the policies of one or more Partners; or (v) any
other breach of this Agreement.
5. SUPPLY OF TRACK AND MARKETING MATERIALS
5.1 You may only submit the Track via upload in either a .wav or .mp3
format, and any text for Marketing Materials should be compatible with Word,
and any photographs/graphics or pictures for Marketing Materials must be
uploaded as .jpg or .gif format.
5.2 Netrilis will where possible use the Marketing Materials with the Track
and procure that the Partners use the Marketing Materials but gives no
warranty or assurance and accepts no obligation to use the Marketing
Materials other than to credit you or if you are an Authorized
Representative, your named author with being the author of the Track in
Netrilis's catalogue if the Track is listed in the catalogue.
5.3 You, as the submitter with Netrilis, are the only individual that is
permitted to upload content and are responsible for and will be held
accountable for any unauthorised use of your account on a full indemnity
basis.
6. FEES
You shall pay to Netrilis the amounts detailed on Netrilis's Website.
Netrilis reserves the right to: (i) deduct any outstanding amounts from
payments that Netrilis may owe to you; and/or (ii) suspend the provision of
Netrilis's services pursuant to this Agreement.
6.1 All Fees paid for Netrilis’s services are non-refundable, except as
expressly provided in Netrilis’s official refund policy or at Netrilis’s
sole discretion. Specifically, a refund of distribution fees may only be
considered if: (a) Netrilis is unable to distribute the Content for which
you have paid due to rejection by Partners, provided the Content has never
been distributed or reached live status for end users; or (b) there is an
overpayment of Fees by you exceeding the invoiced amount. All refund
requests must be submitted through Netrilis’s official support channels and
are subject to verification by Netrilis.
6.2 Netrilis shall pay to you seventy-five percent (75%) of the Net Revenue
for your Track for the duration of this Agreement. Netrilis shall disburse
all Fees, subject to a minimum withdrawal threshold as specified on
Netrilis’s Website or within your secure user account. If the payable amount
is less than the minimum threshold, the corresponding Net Revenue will be
recorded as Netrilis’s revenue for accounting purposes and maintained under
Netrilis’s responsibility until the accumulated amount meets the minimum
threshold required for payout processing.
6.3 Netrilis will provide statements detailing the revenue generated from
the exploitation of your Content, based solely on the reporting received
from Netrilis's Partners. These statements shall be made accessible to you
periodically through your secure user account on Netrilis’s Website, at such
times as Netrilis, in its reasonable discretion, deems appropriate. Netrilis
shall have no liability for any errors or inaccuracies in reporting that are
attributable to its Partners.
- Downloadable monthly statement files shall be made accessible via the user account, with access strictly limited to the twelve (12) most recent months. The Owner is solely responsible for downloading and archiving these statements for permanent record. Netrilis is not obligated to retrieve or furnish any statement file older than the aforementioned twelve (12) month period.
- Notwithstanding the foregoing, Netrilis shall remain obligated to remit any Adjustments to revenue received from Partners (such as retroactive payments or reconciliation funds) to your account. Where such Adjustments are not accompanied by a specific, detailed statement from the Partner, Netrilis reserves the right to determine the attribution of such revenue using the most rational and equitable approach, which may include a pro-rata allocation based on prior sales data.
6.4 You acknowledge and agree that Netrilis's revenue generated from your
Content may be subject to reductions, clawbacks, or fines if the relevant
Partner’s policy determines that sales or streams are the result of click
fraud, artificial streaming, or unauthorized use. Should such deductions
result in a negative balance or an overpayment to you, Netrilis reserves the
right to immediately deduct the outstanding amount from any future Net
Revenue. If future Net Revenue is insufficient to cover the outstanding
amount, you shall immediately remit the total amount owed to Netrilis as
invoiced.
6.5 In order for both Parties to maintain good faith regarding the
remittance of residual revenue, the Parties agree to the following final
accounting settlement:
- Netrilis shall continue to remit your seventy-five percent (75%) share of Net Revenue generated from the Content, provided that the Account remains active with at least one Content not subjected to Takedown, and until the effective date of the Takedown Notice for the last Content.
- Upon the effective Takedown Date of the last Content, if the total remaining payable amount is less than the minimum withdrawal threshold stipulated by Netrilis, the Parties agree that the entirety of the remaining amount and any subsequent amounts generated by the Content shall be deemed voluntarily assigned by you for charitable purposes. You hereby irrevocably instruct Netrilis to disburse such amount to a charity organization of Netrilis’s choosing, and you waive all rights and subsequent claims to the said amount.
7. LIABILITY
7.1 Netrilis does not seek to exclude or limit any liability for personal
injury or death arising from Netrilis's negligence; fraud or fraudulent
misrepresentation; or any other liability to the extent the same cannot be
excluded or limited by law.
7.2 Netrilis's liability in contract, tort (including negligence),
misrepresentation (whether innocent or negligent), breach of statutory duty
or otherwise arising out of or in connection with this Agreement shall not
extend to any loss of profits or any special, indirect or consequential loss
or damage whatsoever.
7.3 Subject to the provisions of clauses 7.1 and 7.2, in no event shall
Netrilis's liability (whether in contract, tort (including negligence) or
otherwise) in respect of all claims, losses and damages arising under this
Agreement exceed the total amount received by Netrilis from you as payments
of Fees and/or Netrilis's commission from the Net Revenue generated from the
exploitation of the Content during the relevant reporting period.
8. THIRD PARTY OBLIGATIONS
8.1 You shall be solely responsible for securing and paying for digital
phonorecord delivery, mechanical, public performance and any other licenses
(as applicable) required from musical composition copyright owners or their
agents in connection with Company's exploitation of rights hereunder, as
well as royalties due to artists, producers and other persons who performed
in the making of the Recordings and all payments that may be required under
collective bargaining agreements or pursuant to any statutory schemes.
8.2 For digital download sales in the United States, your payment typically
includes the mechanical royalty on the underlying composition. In the case
of the iTunes Match service, your payment includes a publishing portion that
covers both the mechanical and public performance royalties. If you do not
own or control the underlying composition(s) in your sound recording(s), it
is your obligation to pay these publishing royalties to the person or entity
that does. Outside of the United States, Company customarily requires
Consumer Stores to secure and pay for music publishing licenses (and such
license fees may or may not be deducted by the Consumer Store concerned from
the proceeds payable to Company). If any Consumer Store outside of the
United States does not agree to secure and pay for music publishing
licenses, Company shall have the right, in its sole discretion, to either
(i) decline to license such Consumer Store or (ii) assume the responsibility
to clear and pay for the music publishing licenses required in connection
with such Consumer Store's Sales, which license fees Company shall have the
right to deduct from amounts payable to you hereunder. To the extent that
Company is required or elects, in its sole discretion, to pay any of the
foregoing amounts, such payments will be deducted from any amounts otherwise
payable to you hereunder.
9. WARRANTIES
You warrant, represent and undertake on a full indemnity basis to Netrilis
that:
- You are acting as principal, not agent, and have the right, power and authority to enter into this Agreement as the account holder and without obtaining any consents of any third parties;
- If you are the account holder on behalf of a band or a group, that all individuals concerned have assigned ownership of all rights title and interest in the Intellectual Property Rights in the Track to you and that you do not need to obtain any further consents and further that Netrilis will not have any obligation to make any further payments;
- If you are the Owner that: you are the sole Owner of all rights title and interest in the Intellectual Property Rights in all components of the Track without limit of territory or time period and the Track is your sole and original creation and you do not need to obtain the consent of any licensor of any Intellectual Property Rights in the Track;
- If you are the Authorized Representative that: the Track is the sole and original creation of the artist for whom you are distributing the Track and that artist is the owner of all rights title and interest in the Intellectual Property Rights in all components of the Track and you do not need to obtain the consent of any licensor of any Intellectual Property Rights in the Track;
- You have not copied any element of the Track or the Intellectual Property Rights in the Track;
- You have not charged or assigned by way of security any of the Intellectual Property Rights in the Track;
- If you are in a country where it is a legal requirement that you have registered and will maintain registration of your copyright ownership of the Track;
- The Track and/or the Intellectual Property Rights are not subject to any claims or litigation, are free from all liens and encumbrances, do not infringe any rights (whether of intellectual property of otherwise) of any third party or not otherwise unlawful; and
- You are the owner of all rights title and interest in the Intellectual Property Rights in the Marketing Materials or if any elements of the Marketing Materials are owned by a third party then your uploading of such Marketing Materials and making available to Netrilis and Partners pursuant to this Agreement is permitted by and does not constitute a breach of the terms or conditions of any licence agreement.
10. INDEMNITY
You shall fully indemnify and keep indemnified and hold harmless
Netrilis from and against any losses, damages, liability, costs
(including legal fees) and expenses incurred by Netrilis as a result of
or in connection with any breach of warranty, including any liabilities
arising from fraudulent activity or failure to remit funds owed, but not
limited thereto, action, demand or claim whatsoever that arises in
connection with Netrilis's (or any Partner's) use or sale of the Track
or Marketing Materials whensoever and howsoever arising anywhere in the
world.
11. ENTIRE AGREEMENT
This Agreement contains the whole agreement between the parties relating
to its subject matter and supersedes any prior agreements,
representations or understandings between them unless expressly
incorporated by reference in this Agreement. Each party acknowledges
that it has not relied on, and shall have no remedy in respect of, any
representation (whether innocent or negligent) made but not expressly
embodied in this Agreement. Nothing in this clause limits or excludes
any liability for fraud or fraudulent misrepresentation.
12. CONFIDENTIALITY
You shall keep all information in relation to this Agreement
confidential for the duration of this agreement and the period of two
years after termination of this agreement, save for when such
information becomes part of the public domain or is required to be
disclosed by law. Netrilis shall abide by the terms of its Privacy
Policy subject to the following and by accepting these terms and
conditions you consent to:
- If Netrilis is requested to supply your details as part of a third party claim for infringement of Intellectual Property Rights by a Track (or Marketing Materials) uploaded by you, you confirm and agree that Netrilis may provide all details provided by you to Netrilis to in relation to your account and such Track (or Marketing Materials) to the person making such request in Netrilis's sole and absolute discretion; and
- If, in Netrilis's sole and absolute discretion, Netrilis suspects that the Track or the Marketing Materials infringe a third party's intellectual property rights, then Netrilis shall be entitled to supply your details to any intellectual property office, customs and revenue or law enforcement agency.
13. GENERAL
- Except as otherwise expressly stated, time shall not be of the essence with regard to the parties’ obligations under this Agreement.
- Provisions which by their terms or intent are to survive termination of this Agreement will do so.
- The parties are independent and not partners, principal and agent, or employer and employee, or in any other relationship of trust to each other.
- This Agreement is not intended to and does not give any person who is not a party to it any right to enforce any of its provisions.
- No party may assign, subcontract, or encumber any right or obligation under this Agreement, in whole or in part, without the other's prior written consent or except as expressly permitted in this Agreement.
- No amendment, variation, or waiver of this Agreement shall be valid unless issued officially by Netrilis or documented in a formal writing signed by an authorized representative of Netrilis.
- If any clause in this Agreement (or part thereof) is or becomes illegal, invalid or unenforceable under applicable law, but would be legal, valid and enforceable if the clause or some part of it was deleted or modified (or the duration of the relevant clause reduced), the relevant clause (or part thereof) will apply with such deletion or modification as may be required to make it legal, valid and enforceable, and the parties will promptly and in good faith seek to negotiate a replacement provision consistent with the original intent of this Agreement as soon as possible.
- Unless otherwise expressly agreed, no delay, act or omission by either party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
- This Agreement shall be binding upon, and enure to the benefit of, each of the parties, their respective personal representatives and their respective successors in title.
- The Parties agree to maintain a professional and respectful relationship in all communications. In the event that a productive working relationship is no longer viable, including but not limited to, if you are disrespectful, unprofessional, threatening, or engage in deceptive activities, Netrilis reserves the right to exercise its power of termination as set out in clause 2.1(b) and clause 2.2, which may include the suspension of services during the notice period without liability to Netrilis.
- Netrilis reserves the right to amend, modify, or update this Agreement, all Supplemental Terms, and all incorporated documents or policies at any time at its sole discretion. Such changes become effective immediately upon being posted on Netrilis’s Website or through notification sent to your secure user account or registered email. Your continued use of the Services following such modifications constitutes your binding acceptance of the updated terms. If you do not agree to the modified terms, your sole remedy is to terminate this Agreement in accordance with the termination provisions herein.
14. LANGUAGE
The language governing the interpretation and construction of this
Agreement, including all associated formal agreements or policy
documents, is English. Notwithstanding this, the Parties acknowledge
that they may utilize the Indonesian language for general and
operational communication. However, Netrilis reserves the right to
issue any written communication in any language. In the event of any
conflict or ambiguity regarding the interpretation of this Agreement,
the English language version of this Agreement shall prevail.
15. GOVERNING LAW AND JURISDICTION
This Agreement and any dispute or claim arising out of or in connection with
it or its subject matter are governed by and shall be construed in
accordance with the laws of Indonesia. The parties irrevocably submit to the
exclusive jurisdiction of the courts of Indonesia to settle any disputes and
claims which may arise out of, or in connection with, this Agreement.
16. EXECUTION OF THIS AGREEMENT
- This Agreement is legally executed and becomes effective immediately upon the Owner’s manifestation of consent. The Owner shall manifest consent to all terms and conditions specified herein by clicking on the "accept," "yes," "agree," or "setuju" button on the submission form or any equivalent electronic mechanism provided by Netrilis.
- By providing this electronic consent, the Owner irrevocably affirms that they have read, understood, and accepted all terms of this Agreement, including all Supplemental Terms (whether currently existing or established in the future), all incorporated documents and policies, and acknowledges that this digital consent constitutes a valid, binding, and enforceable legal signature.