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Chowkidar Terms & Codition

Last updated on 24/07/2021.

DIGITAL DISTRIBUTION AGREEMENT - STANDARD TERMS AND CONDITIONS

WHEREAS:

  1. CHOWKIDAR owns and operates a global music distribution system;

  2. ARTIST owns or otherwise controls a catalogue of recorded music and would like the opportunity to have it distributed by CHOWKIDAR;

  3. ARTIST has reviewed in detail all of the provisions of the Agreement and expressly accepts them.

Now therefore, in consideration of the mutual undertakings hereafter set forth the Parties hereby agree as follows:

  1. DEFINITIONS

The capitalised terms below shall have the following meaning; words in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires.

1.1. “Affiliate” means an entity, located anywhere in the world, that controls, is controlled by, or is under common control with, a party, where “control” means the ownership of, or the power to vote, at least fifty percent (50%) of the voting stock, shares or interest of such entity.

1.2. “Agreement” means this Standard Terms and Conditions together with the Specific Terms and all appendixes attached hereto.

1.3. “Ancillary Material” means sound, literary, graphic, photographic or video elements accompanying the Recordings and/or a Music Video. Ancillary Material include but is not limited to: covers, lyrics, videos, titles of musical works (music composition with or without lyrics), ARTIST’s names, pseudonyms, biographies, photos, and the relevant Metadata.

1.4. “ARTIST(s)” means together or individually, the performers of the Recordings and Music Videos comprising the Content.

1.5. ‘‘Backstage” means the website located at an URL communicated by CHOWKIDAR and through which ARTIST shall deliver Content to CHOWKIDAR, consult statements, and request payment from CHOWKIDAR. ARTIST’s access to the Backstage is protected by a login and password.

1.6. “Content” means Recordings, Music Videos and Ancillary Material, submitted by ARTIST for distribution under this Agreement or as otherwise identified in the Specific Terms.

1.7. “Claim” any actual or alleged claim, demand, liability, suit, proceeding or action (i) arising out of the distribution of the Content under the Agreement or (ii) preventing CHOWKIDAR from exercising any right granted to it under the Agreement. The use of any methods to artificially increase the number of Streams or Downloads in breach of the terms of use of the Digital Distribution Service Provider, will be deemed a “Claim” and a breach of the present Agreement.

1.8. “Digital Distribution” means both: (i) any transmission, distribution, dissemination, making available, or digital delivery of; and (ii) the granting of all necessary rights in and to, the Content, in whole or part, to any Digital Distribution Services Provider via any and all means now existing of hereafter devised, (including but not limited to, telephone, satellite, broadcast, wireless, cable and/or the internet).

1.9. “Digital Distribution Service Providers” or “DSP” means the Streaming Services, Download Stores or Online Content Sharing Services.

1.10. “Download Store” means any digital platform as chosen by CHOWKIDAR whereby end-users can request Downloads. A “Download” is an on-demand transmission of digital files (including files embodying whole or part of the Content), capable of being fixed and stocked permanently or otherwise on computing equipment; this transmission may be free or paid for.

1.11. “Metadata” means all data permitting the identification of Content and of Content’s rightsholders including names of ARTISTs and labels, ISRC codes, UPC, names of authors, composers, publishers, ISWC in relation to the musical works fixed within the Recordings and the names and identification codes for all the elements comprising the Ancillary Material.

1.12. “Mechanical rights” means the rights controlled by musical works’ rightsholders in respect of the reproduction and distribution of a musical work is sold as a download. Mechanical rights include the management costs associated with the clearance thereof;

1.13. “Music Videos” means audiovisual content that integrates the Recording of a musical work with imagery;

1.14. “Net Receipts” means all sums, net of commercial discounts, commissions, applicable duties and taxes, actually and directly received by CHOWKIDAR during the Term and within six (6) calendar months following the expiry of the Agreement in consideration for the exploitation of the Content. The Net Receipts received in foreign currencies may be converted by CHOWKIDAR in accordance with its applicable currency exchange policies in force from time to time (acting reasonably);

1.15. “Online Sharing Services” means any digital platform as chosen by CHOWKIDAR whereby end-users can upload content (e.g. but not limited to YouTube or Facebook), which may incorporate Recordings, Music Videos and/or Ancillary Material in whole or in part and make it available to the public.

1.16. “Recording” means a sound recording where the performance by an ARTIST of a work, or a musical work is captured, whatever its nature or purpose;

1.17. "Streaming Service" means any digital platform as chosen by CHOWKIDAR whereby end-users can access Streams. Streaming Services include webcasting services, podcasting services and interactive radios. A Stream is an on-demand transmission of digital files (including files embodying whole or part of the Content), incapable of being fixed and stocked permanently on computing equipment; this transmission may be free or paid for, and in full or in part

1.18. “Term” has the meaning set forth in the Specific Terms.

1.19. “Territory” means the geographical area identified in the Specific Terms.

1.20. “Third Party” means any person or entity not a party to this Agreement and not an Affiliate of a party to this Agreement.

  1. APPOINTMENT

Subject to the terms and conditions of this Agreement, ARTIST appoints CHOWKIDAR (and CHOWKIDAR accepts such appointment) to exclusively provide Digital Distribution of the Content.

  1. TERRITORY, TERM AND EXCLUSIVITY

3.1. The Territory, Term and scope of the exclusivity are set out under the Specific Terms.

  1. DIGITAL DISTRIBUTION - GRANT OF RIGHTS

4.1. For the purpose of Digital Distribution of the Content, ARTIST hereby grants an exclusive licence to CHOWKIDAR to distribute the Content in the Territory. ARTIST grants to CHOWKIDAR all rights licenses and permissions to act as a distributor and marketer of the Content to Digital Distribution Services Provider directly or through its Affiliates and partners.

4.2. The exclusive rights granted by ARTIST include, in particular:

  1. the right to digitise, reproduce, encode, store and transmit all or part of the Content, in full and in part, on any servers and terminals and in all formats;

  2. to the extent necessary to perform this Agreement, the right to communicate the Content to the public and to make it available to the public, in full and in part, in all formats, directly or through any Digital Distribution Service Provider as chosen by CHOWKIDAR;

  3. the right to communicate the Ancillary Material to any Digital Distribution Service Providers and partners whose activity is related to Digital Distribution (including charts companies); and

  4. in relation to Online Sharing Services, the exclusive right to create derivative work of the Content, subject to the following:

CHOWKIDAR is hereby exclusively granted all necessary rights, consents and permissions in relation to the management of the Content via Online Sharing Services (including channel management, control of copies and contents, etc.)

 

These rights include, for the avoidance of doubt, the right to combine all or part of the Content with other material and Third Parties’ content via the Online Sharing Services. Upon written notice to CHOWKIDAR, ARTIST may instruct CHOWKIDAR to withdraw one or several Recordings and/or Music Videos (including the Ancillary Material) from the pool of recordings and music videos which are available for being combined with Third Party material by the users of Online Sharing Services.

 

4.3. Exclusivity: Pursuant to the exclusive rights granted to CHOWKIDAR, ARTIST will not - and shall procure that ARTISTs and any other person with rights over all or part of the Content will not – (i) supply any of the Content to any Third Party for license, sale or distribution; (ii) grant to a Third Party any similar rights, in whole or in part, temporary or not, as those granted to CHOWKIDAR under the Agreement; (iii) do any action likely to limit or harm the rights granted; and (iv) to tolerate the exploitation or use by a Third Party of all or part of the rights exclusively granted. Nevertheless, nothing in this paragraph shall be construed to prevent ARTIST from making available to the public through its own website extracts up to 30-seconds extracts of any Recordings or Music Videos that are part of the Content directly to an end user customer. ARTIST agrees to submit to CHOWKIDAR’s prior written approval any other licence and distribution agreements it may wish to enter into with Third Parties in relation to the Content.

  1. PRACTICAL CONSIDERATIONS OF THE DISTRIBUTION

CHOWKIDAR shall use its commercially reasonable endeavours to ensure, directly, or through any third party chosen by CHOWKIDAR, the Digital Distribution of the Content.

The Digital Distribution of the Content shall be made under the brand and/or logo of the ARTIST, as the case may be together with any brand and/or logo of CHOWKIDAR and/or its Affiliate.

5.1. Delivery of the Content by the ARTIST

5.1.1 ARTIST undertakes to deliver, via Backstage, the whole Content in compliance with the Agreement. The Content and such delivery shall meet (i) the delivery schedule agreed upon between the Parties or/and defined by CHOWKIDAR, as the case may be, and (ii) the current version of CHOWKIDAR’ submission requirements consisting of the guidelines and technical requirements in effect at the time of Content delivery and as updated from time to time. ARTIST authorizes CHOWKIDAR to adjust, replace or remove Metadata in order to bring it in compliance with the guidelines and technical requirements, and ARTIST agrees to be responsible for any errors in the adjustments, replacement or removal of such Metadata.

5.1.2 ARTIST undertakes to submit existing Content and future Content as it becomes available within a reasonable time prior to the scheduled release date of the same.

5.1.3 CHOWKIDAR has implemented technical measures to provide for the security and confidentiality of the Content delivered by ARTIST via Backstage. CHOWKIDAR accepts no liability with regard to the security and confidentiality of the Content delivered via means other than through Backstage. In addition, ARTIST acknowledges that CHOWKIDAR shall have no liability in relation to the security and confidentiality of the Content stored by Digital Distribution Service Providers and that CHOWKIDAR cannot guarantee the full security of the Content.

5.2. Uploading to Digital Distribution Service Providers

5.2.1 CHOWKIDAR will use commercially reasonable endeavours to provide, directly or through any third party of its choice, the Digital Distribution of the Content within a reasonable time period from the date the Content is being delivered by ARTIST subject always to:

5.2.2 Limitations on CHOWKIDAR’s Duties. CHOWKIDAR reserves all necessary rights to refuse to promote or distribute the Content that do not meet CHOWKIDAR’s requirements (technical or otherwise) or that CHOWKIDAR deems inaccurate, obscene, defamatory or libellous, or where there are questions regarding the intellectual property rights on the Content. CHOWKIDAR shall not be liable for any failure to promote or distribute such Content.

5.3. Mechanical Rights

5.3.1 Where Digital Distribution Services Providers require CHOWKIDAR or ARTIST to obtain Mechanical Rights licences for distributing the Content in a given territory, CHOWKIDAR may manage (i.e obtain, and pay) the necessary Mechanical Rights licences on ARTIST’s behalf, subject to CHOWKIDAR’s express acceptance in writing. If so, CHOWKIDAR shall make its commercially reasonable endeavours to manage the Mechanical Rights licences on behalf of the ARTIST. However, CHOWKIDAR may at any time inform the ARTIST that it no longer manages these licences and ARTIST is required to manage the Mechanical Rights licences itself.

5.3.2 If for any reason Mechanical Rights licences are unavailable or have not been obtained in any territory (and CHOWKIDAR has, to its sole satisfaction, sufficient documentary evidence of the same), CHOWKIDAR (i) shall be under no obligation to provide the Digital Distribution of the Content for the relevant territory and/or (ii) may suspend or discontinue the Digital Distribution of the Content via the relevant Digital Distribution Services Provider in such territory, at its sole discretion.

  1. WARRANTIES AND INDEMNITIES

6.1 Mutual Warranties. Each party warrants and represents to the other party that it has full corporate power, authority, and resources to enter into this Agreement and carry out its obligations hereunder.

6.2 ARTIST Warranties. ARTIST warrants and represents that:

6.2.1 ARTIST has and shall have during the Term of this Agreement, exclusive and sufficient rights in the Content to grant CHOWKIDAR the rights set forth in this Agreement, including any necessary approval, consent, authorization, release, clearance or license of ARTIST or any other Third Party (including but not limited to the ARTIST and the rightholders of any musical work embodied in a Recording) and any release related to any rights of privacy or publicity, as may be necessary for ARTIST to enter into this Agreement. In addition, ARTIST warrants and represents that ARTIST has exclusive and sufficient rights to authorize CHOWKIDAR to promote the Content and the ARTIST (e.g. use the name of each ARTIST, their brands and/or logos) in accordance with the Agreement

6.2.2 ARTIST and any Third Party that hold rights on the Content has not entered and shall not enter into contractual or other arrangements which would interfere with the rights granted to CHOWKIDAR herein.

6.2.3 ARTIST has timely paid and shall pay all amounts and royalties due to the ARTIST and to any Third Party involved in the creation and rendition of the Content (including ARTIST and performer, and/or any other rightholder on the Content and/or ARTIST of the Content) and for any master-use sample licensor). Consequently, ARTIST represents and warrants that no further payment to ARTIST or any Third Party is required for CHOWKIDAR to enjoy the full benefit of the rights granted herein.

6.2.4 Content does not and will not, and CHOWKIDAR’ exercise of its rights hereunder will not: (i) infringe on or violate any Third Party copyright, patent, trademark, trade secret, privacy right, publicity right or other intellectual property or proprietary right of a Third Party; (ii) violate any law, statute, ordinance, or regulation and/or constitute unfair competition;

  1. be defamatory or trade libelous; (iv) incite to hatred and/or disturb public order; or (v) contain viruses, Trojan Horses, worms, time-bombs, or other similar harmful or deleterious programming routines.

6.2.5 ARTIST further warrants and represents that all Metadata provided with Content is accurate and does not falsely represent copyright ownership.

6.3 CHOWKIDAR’s Warranties. CHOWKIDAR will not knowingly use the Content in an unlawful manner.

6.4 Disclaimer. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR TITLE. ALL WARRANTIES, CONDITIONS AND OTHER TERMS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WHICH ARE NOT EXPRESSLY SET OUT IN THIS AGREEMENT ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

6.5 Indemnification by ARTIST. ARTIST will defend, indemnify and hold harmless CHOWKIDAR, for any damages, loss, cost, and expense (including, without limitation, reasonable attorneys’ fees and expenses) incurred by CHOWKIDAR arising from or in connection with any (a) claim for breach of any obligation, representation or warranty made by ARTIST in this Agreement (including Claims) or in any certificate, instrument, or document delivered by ARTIST pursuant to this Agreement, (b) claim by any person for brokerage or finder’s fee or commissions or similar payments based upon any agreement with ARTIST (or any person acting on its behalf) in connection with any of the transactions contemplated by this Agreement.

6.6 Indemnification by CHOWKIDAR. CHOWKIDAR will indemnify and hold harmless ARTIST, for any damages, loss, cost, and expense (including, without limitation, reasonable attorneys’ fees and expenses) incurred by ARTIST arising from or in connection with any claim for breach of any obligation, representation or warranty made by CHOWKIDAR in this Agreement.

6.7 Limitation. Nothing in this Agreement shall limit or exclude a party’s liability for death or personal injury caused by negligence, fraudulent misrepresentation, or any other liability that cannot be excluded by applicable law.

6.8 Notwithstanding anything to the contrary contained herein, CHOWKIDAR shall not, under any circumstances, be liable to ARTIST for indirect, consequential, incidental, punitive, or special damages, including but not limited to lost profits, even if ARTIST has been apprised of the likelihood of such damages occurring. Further, CHOWKIDAR shall not be liable for any loss or damage to any content submitted to CHOWKIDAR under this agreement, and ARTIST is required to provide or maintain its own backup files for any content submitted.

  1. CLAIM RESOLUTION

7.1 In case of a Claim, CHOWKIDAR will, as soon as reasonably practicable, give notice in writing (including by email) of the Claim in detail to ARTIST and will inform ARTIST of the measures implemented by CHOWKIDAR in the course of addressing the Claim.

7.2 CHOWKIDAR, as well as any Digital Distribution Service Provider, may take all measures it deems appropriate, in its sole discretion, in order to address the Claim including by automatically (i) suspending or definitively ceasing to make available or exploit all or part of the Content in any country; (ii) suspending or ceasing to perform all or part of the Agreement, including its payment terms, in relation to the affected Content, and/or (iii) immediately terminating the Agreement by written notice sent via recorded delivery.

7.3 CHOWKIDAR may freely and at its own discretion use the services of lawyers, advisers and experts to resolve the Claim or to mitigate the harmful consequences of a Claim for the Parties.

7.4 ARTIST undertakes to deal with the Claim and to take all actions (judicial or not) that may be needed to settle or to make stop the Claim. Any action, judicial or not, that ARTIST takes to resolve the Claim and assist CHOWKIDAR shall be at ARTIST’s sole cost. ARTIST shall provide reasonable information requested by CHOWKIDAR in connection with the Claim and shall collaborate closely with CHOWKIDAR in relation to the actions CHOWKIDAR may take to resolve the Claim. Should ARTIST fail to comply with this section, CHOWKIDAR has the right to assume sole control to conduct the trial or settlement of such Claim or any negotiations related thereto.

7.5 ARTIST undertakes to pay i) the costs that CHOWKIDAR may incur or become liable to pay in dealing with a Claim; ii) as a provision, any amount reasonably estimated to be due under a Claim’s risk assessment; (iii) the professional fees of any lawyer, expert, court officer or adviser; and (iv) any sum that CHOWKIDAR may be ordered to pay either by a court or by way of settlement.

7.6 CHOWKIDAR shall be entitled to deduct all the sums listed in section 7.5 above from any amounts that may be owed by CHOWKIDAR to ARTIST under this Agreement. In the event any such deduction is made, CHOWKIDAR will inform ARTIST of such deduction. In the event CHOWKIDAR receives payment for any liability for which it has deducted amounts from the amounts payable to ARTIST, CHOWKIDAR shall credit ARTIST’s account with the amount of any such payments, minus CHOWKIDAR’s fees related to the Claim (if applicable), and make any payments to ARTIST that may result from such credit.

7.7 Where the sums due by CHOWKIDAR to the ARTIST are insufficient to cover all the sums and costs incurred due to the Claim, the ARTIST shall pay any balance to CHOWKIDAR within fifteen (15) days of the date of an invoice setting out the same, sent by CHOWKIDAR to ARTIST, which shall include related supporting documents.

  1. MARKETING AND PROMOTION

8.1 ARTIST undertakes to inform CHOWKIDAR of any marketing, promotion or other promotional action the ARTIST may carry out. ARTIST undertakes not to organise any “unofficial” poster campaign using CHOWKIDAR’s logo (and/or that of any of its subsidiaries).

8.2 CHOWKIDAR and its partners in Digital Distribution may use the Content, the name of the ARTIST and pictures of the ARTIST exclusively to promote Content, CHOWKIDAR, or the Digital Distribution Services Provider, including in timed synchronisation with audiovisual programs, broadcasts, trailers or advertising jingles. No royalties will be paid on reasonable promotional uses. No marketing or promotional opportunities are given to ARTIST as consideration for this Agreement aside from those expressly referenced within this Agreement or as otherwise provided to ARTIST pursuant to this Agreement.

  1. REPORTING, INVOICING AND PAYMENT

9.1 Distribution Fee due to CHOWKIDAR. ARTIST shall pay CHOWKIDAR a distribution fee as defined in the Specific Terms.

9.2 Other services rendered by CHOWKIDAR. If any and unless otherwise agreed by both parties, ARTIST shall pay CHOWKIDAR for additional services as provided in the Specific Terms

9.3 Statements.

9.3.1 Unless otherwise specified in the Specific Terms, CHOWKIDAR will provide ARTIST with monthly statements. The statement will be available on Backstage at the beginning of each month. The statements will include details about the sums due by CHOWKIDAR to the ARTIST.

9.3.2 The sums due to ARTIST are the Net Receipts collected by CHOWKIDAR in the previous month under the Agreement after deduction of (i) the fees paid for Mechanical Rights licenses, (ii) CHOWKIDAR's commission, (iii) duties, taxes and any withholding taxes, and (iv) any amounts due to CHOWKIDAR as defined in the Specific Terms.

9.4 Invoices and payment.

9.4.1 ARTIST’s invoices and Billing mandate. Upon availability of a statement on Backstage, ARTIST may, exclusively through Backstage, or through any other mean determined by CHOWKIDAR at its sole discretion, issue an invoice. The ARTIST’s invoice shall be automatically generated and issued through Backstage or through any other mean determined by CHOWKIDAR at its sole discretion. Accordingly, by signing this Agreement, ARTIST (i) expressly authorizes CHOWKIDAR, who agrees, to issue, on behalf and in the name of ARTIST and in accordance with the applicable law, the original invoices related to any payment due by CHOWKIDAR under the Agreement, (ii) shall not issue any invoice for which the billing mandate is given under (i) above. Upon request of CHOWKIDAR, the ARTIST shall confirm in writing it accepts any invoice issued by CHOWKIDAR pursuant this section 9.4.1. For the avoidance of doubt, this billing mandate is given for the whole Term of the Agreement, including any renewal if any. ARTIST shall notify in writing CHOWKIDAR of any change in its situation that may have an impact on the billing mandate (as for example registration over, transfer of business, change of VAT number, etc).

9.4.2 Payment to ARTIST. Upon availability of a statement and issuance of the invoice through Backstage, ARTIST may request the related payment through Backstage or through any other mean determined by CHOWKIDAR at its sole discretion. Each invoice shall be paid within fifteen (15) days following ARTIST’s request for payment on Backstage. Payment will be subject to any applicable withholding taxes. CHOWKIDAR shall be entitled to set-off any payments that become due and payable to ARTIST by CHOWKIDAR under the terms of this Agreement against any payments payable to CHOWKIDAR by ARTIST. Otherwise, payment will be made by bank transfer. If any, Bank fees are paid by ARTIST.

9.4.3 Payment to CHOWKIDAR. If the balance of the ARTIST’s account is negative at the end of a billing period , the balance may, at CHOWKIDAR’s sole discretion, (i) remain on the ARTIST’s account to be deferred to the next billing period or (ii)      paid by the ARTIST to CHOWKIDAR by bank transfer thirty (30) days after receipt of the related invoice.

9.5 Late payment and deferred payment.

9.5.1 Late payment. Each party shall pay the other party an interest at the rate of 2.5% per annum, pro-rated monthly, on any invoiced sums that are not paid more than thirty (30) days from the date a valid invoice is due. Such interest shall be calculated from the original due date of such invoice until the date when payment is made.

9.5.2 Deferred payment. When the balance of ARTIST’s account as set out in Backstage is less than one hundred

(100) euros, the amount of such balance shall not be paid but shall remain on the ARTIST’s account.

9.6 Dispute on statements. Unless ARTIST provides written notice to CHOWKIDAR disputing the accuracy of any statement, account information, or financial information within one (1) year following the making available of the same on Backstage, the Parties shall be deemed to have agreed and acknowledged that such statement, account information, or financial information is true and accurate

  1. TERMINATION

10.1 Termination for cause. Either party may terminate immediately by giving the other party written notice of termination, if the other party fails to cure any material breach of or default under this Agreement within forty five (45) days after it receives written notice setting out the nature of the breach, by registered post. In addition, where a significant part of the Content cannot be distributed under the Agreement without any breach of the Agreement by CHOWKIDAR, it shall be deemed to be a material breach by the ARTIST and CHOWKIDAR may terminate the Agreement automatically by giving the ARTIST a forty five (45) days prior notice of termination.

10.2 Effect of Termination. Termination under section 10.1 above does not prevent a party from seeking indemnification for the breach of the Agreement by the other party. Upon any expiration or termination of the Term, the appointment will terminate and CHOWKIDAR shall instruct the Digital Distribution Service Providers by any electronic means to remove all Content and ARTIST’s trademarks from their platforms. CHOWKIDAR shall continue to make the payments set forth in the Agreement for Digital Distribution of the Content during the Term. CHOWKIDAR will not be liable for delayed, partial, or non-performance of its instructions by the Digital Distribution Service Providers.

10.3 Survival. Clauses 6.5, 7, 9.5, 9.6, 10.2, 10.3, 12, 13, 14 and 15, and all other provisions that may reasonably be construed as surviving, will survive the termination of this Agreement and the expiration of the Term.

  1. ASSIGNMENT AND PERFORMANCE

11.1 Assignment of the Catalogue. Should ARTIST transfer ownership of the Content, or any right on the Content that authorizes him to grant CHOWKIDAR the rights defined in this Agreement, ARTIST shall inform CHOWKIDAR in writing before such transfer. From the transfer date, any amount due to CHOWKIDAR by ARTIST, or that was advanced by CHOWKIDAR and was not recouped, shall be paid or reimbursed by ARTIST upon request from CHOWKIDAR. Such transfer shall not deprive CHOWKIDAR of the rights granted to it on the Content until the end of the Agreement and ARTIST warrants that it shall transfer the Content together with this Agreement.

11.2 Assignment of the Agreement. This Agreement will be fully binding upon, inure to the benefit of, and be enforceable by the parties and their respective successors and authorized assigns (including but not limited to merger). In addition, ARTIST may assign the Agreement to any Affiliate or to any other entity, provided (i) ARTIST notifies CHOWKIDAR in writing before such assignment , (ii) ARTIST remains jointly liable for proper performance of the Agreement by the new contracting party and (iii) the new contracting party is not an individual. CHOWKIDAR may at any time assign the Agreement to an Affiliate of a Third Party, charge, subcontracts or deal in any other manner with any or all of its rights and obligations under this Agreement, including in the event that it is subject to a business or asset sale or third party investment.

11.3 Performance. CHOWKIDAR may perform all or any of its obligations under this Agreement through its Affiliates, agents or contractors as it sees fit and in its sole discretion.

  1. CONFIDENTIALITY

This Agreement and all the information exchanged between the parties during its negotiation, conclusion or performance are confidential. Each party undertakes not to divulge all or part of this information to any third party, with the exception of its advisers, suppliers and employees who need to have knowledge of it for the proper performance of the Agreement, during the term of the Agreement and for one year following its expiry for any reason whatsoever.

  1. PERSONAL DATA

13.1 For the purposes of this clause, the terms “Process”, “Personal Data”, and “Data Subject” shall have the meanings ascribed to them in the European General Data Protection Regulation. Strictly for the purposes of CHOWKIDAR’s performance of its obligations under this Agreement as well as for security and statistics purposes, ARTIST authorises CHOWKIDAR to:

13.1.1 record, Process and store all Personal Data embedded within the Content submitted by ARTIST, in particular the Metadata, and/or any other Personal Data collected by CHOWKIDAR as a result of ARTIST’s use of Backstage, and/or any other Personal Data otherwise provided by ARTIST to CHOWKIDAR; and

13.1.2 transfer such Personal Data to any Digital Distribution Service Provider and any service provider of CHOWKIDAR’s established inside or outside the European Union.

13.2 ARTIST represents and warrants that it has or shall inform and obtain the express consent of the Data Subjects to which such Personal Data belongs, in relation to the processing of their Personal Data as set forth in clause 13.1 above.

  1. GOVERNING LAW AND JURISDICTION

14.1 This Agreement shall be interpreted, construed and governed by the laws of England.

14.2 The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales over any dispute arising under or in connection with this Agreement or the legal relationships established under it, which has not been resolved amicably within 60 (sixty) days from the date of the dispute. In addition, if a claim is brought in another court by a third party and a dispute arises between the parties as a consequence of this claim, both parties agree to give non-exclusive jurisdiction to said court.

  1. MISCELLANEOUS

15.1 Compliance with Applicable Laws. In performing this Agreement, each party will comply with all applicable laws, regulations and other requirements, now or hereafter in effect, including any and all applicable legislation in relation to data protection.

15.2 Independent Contractor. The parties to this Agreement are independent contractors to one another. This Agreement will not be interpreted or construed as creating or evidencing any association, agency, joint venture or partnership between the parties or as imposing any partnership obligation or responsibilities on either party.

15.3 Rights of Third Parties. The Contracts (Rights of Third Parties) Act 1999 will not apply to this Agreement so as to give a person who is not a party to this Agreement any beneficiary right under it.

15.4 Severability. If any provision of this Agreement is held by a court, other judicial body or competent authority to be invalid, illegal or unenforceable for any reason the remaining provisions will continue in full force and effect and the parties will use reasonable endeavours, if necessary, to substitute the invalid or unenforceable provision with an appropriate provision which is valid and enforceable and which gives effect to the intention of the substituted provision as closely as possible.

15.5 Notice. Save as otherwise provided in the Agreement, any notice under this Agreement given by either party to the other will be in writing and delivered either in person or by first-class, registered or certified mail or an internationally recognized courier service, return receipt requested, postage prepaid. Notices will be directed to the intended recipient at the address specified in the Specific Terms.

15.6 Waiver. No express or implied waiver by either party of any provision of this Agreement or of any breach or default of the other party shall constitute a continuing waiver, and no waiver by either party shall prevent such party from enforcing any and all other provisions of this Agreement or from acting upon the same or any subsequent breach or default of the other party.

15.7 Entire Agreement. This Agreement sets forth the entire agreement between the Parties, and supersedes any and all prior agreements between them, relating to the Content. No amendment or modification of any provisions of this Agreement will be valid unless set forth in a written instrument signed by both Parties. Clause headings shall not affect the interpretation of this Agreement.

15.8 Counterparts. This Agreement may be executed in one or more counterparts, each deemed an original but which together shall constitute one and the same instrument, and shall become effective when one or more counterparts have been signed by each of the Parties.

15.9 Language. If this Agreement is translated in another language than English, in case of contradiction between the two versions, the English version shall prevail.

In witness whereof, the Parties have executed this Agreement

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