Welcome to the InterSpace Distribution Artist Digital Distribution Agreement (“Agreement”). This Agreement outlines the terms and conditions under which InterSpace Distribution offers its Digital Distribution Service. By creating an account on interspacemusic.com, you automatically agree to and are considered to have signed this Agreement. Please read carefully. Use of the Digital Distribution Service constitutes your agreement to and acceptance of this Agreement.

1. Authorization & Exclusive Rights

   1. You appoint InterSpace Distribution (a trademark of InterSpace Distribution Limited, referred to as “we,” “us,” “company,” “InterSpace,” or “InterSpace Distribution”) as your exclusive distributor for the digital distribution of your authorized content (“Your Content”).

   2. InterSpace Distribution is granted the right, during the Agreement’s term, to:

      (a) The rights granted hereunder shall include the Sale of Recordings (as each is defined below) by, without limitation, permanent digital downloads, temporary digital downloads, interactive streaming, non-interactive streaming, and cloud services. You and Company agree that the Internet consumer stores (“Consumer Stores”) (e.g., Apple Music, Amazon, Spotify, Deezer, Tidal, etc.) licensed to exploit your Recordings hereunder must be approved by you.

      (b) By clicking the “I Agree” button, you irrevocably grant to Company, throughout the world (the “Territory”) and during the Term (as defined in Section 3 below), the non-exclusive right:

      1. to sell, copy, reproduce, communicate to the public, distribute and otherwise exploit the Recordings by all means and media (whether now known or existing in the future) (“Sale”) through any and all Consumer Stores now operational or hereafter available;
      2. to collect all income deriving therefrom;
      3. to use the name(s), photographs and likenesses, artwork images, biographical and other information provided by you or the artists whose performances are embodied on the Recordings in connection with the Recordings and Company’s general business; and
      4. to authorize the creation, use and exploitation of User Generated Content (as defined in Section 14 below) through any and all Consumer Stores.

      (c)  You agree that you will not use the Site or Services to transmit, route, provide connections to or store any material that infringes copyrighted works or otherwise violates or promotes the violation of the intellectual property rights of any third party. You acknowledge and agree that Company may disable access to and/or terminate your account and/or remove or disable access to any Recordings or any associated materials you provide to Company in the event that Company receives any claim that, if true, would constitute a violation of your representations and warranties hereunder. Please see the Copyright Policy for further information.

      (d) You agree not to engage in (or to permit, encourage, enlist, retain, or employ third parties to engage in), activities that, in Company’s sole discretion, constitute Streaming Manipulation.

      1. “Streaming Manipulation” means any activity and/or method which involves the artificial creation, by human or non-human means, of online or offline plays on audio and/or audio-visual streaming services, where such plays do not represent bona fide end-user listening and/or views initiated by genuine consumers and taking place in the reporting country. Streaming Manipulation may involve or include, but is not limited to, increasing, generating or manipulating play counts, sales, follow counts, engagement activity, or other key metrics used by the Services and/or any Consumer Store, through the use of (A) bots, scripts, viruses, worms or any other computer codes, files, programs or automated processes; and/or (B) click-farms, troll-farms, inauthentic accounts, shared account information, or virtual private networks. Streaming Manipulation can be the result of activities undertaken with respect to either individual or groups of Recordings in order to artificially improve chart positioning, increase market share, increase royalty or other payments, or for any other fraudulent or dishonest purposes.
      2. You should be aware that Streaming Manipulation may be the result of the actions of a third party, such as a promotion or marketing company, record label or music distributor, acting on behalf of an artist or on its own behalf. You are encouraged to investigate and vet any companies or individuals you may enlist, retain, or employ to promote or market your music, as you may be liable for Streaming Manipulation perpetrated by a third party on your behalf. For the avoidance of doubt, any Streaming Manipulation done by a third party on your behalf or that relates to your Recordings is a violation of these Terms of Service.
      3. The factors used to determine whether any particular consumption or marketing activity is Streaming Manipulation will vary according to the specific circumstances of each case and the examples and descriptions of Streaming Manipulation set forth herein are not intended to be exhaustive.
      4. Certain Consumer Stores that use your Recordings may also have policies related to fraud and suspected fraudulent activities and you agree that it is your responsibility to become aware of and follow such policies, and such policies shall be binding upon you hereunder.

      (e) In the event that Company has, in its good faith discretion, reason to suspect that your account or Recordings have been subjected to, involved in, or generated revenue from: violating the Terms of Service; fraud; infringement of copyright, trademark, right of publicity or any other intellectual property right; failure to comply with any third-party license requirement; or Streaming Manipulation (collectively, “Improper Conduct”), Company reserves the right to (i) discontinue the posting of income, including any Net Income or other payments to your account, (ii) block your ability to otherwise withdraw funds therefrom until resolution of the suspect activities to the satisfaction of Company is obtained and Company determines, in its good faith discretion, that such funds are not attributable to Improper Conduct, and (iii) remove any or all of your Recordings from any or all Consumer Stores. You further agree that any revenue currently in your account and/or any past earnings which are attributable to Improper Conduct will be forfeited and/or returned by you (as applicable), if Company determines, in its good faith discretion, that your account or Recordings have been subjected to, involved in, or generated revenue from Improper Conduct.

      (f) You further agree to the following:

      1. You agree to provide Company with any information reasonably requested by Company as part of its investigation into Improper Conduct.
      2. You agree that if a Consumer Store notifies InterSpace that any of your Recordings have generated revenue, plays, or streams as a result of Improper Conduct, such notice will serve as sufficient evidence for Company to determine, in its good faith discretion, that such revenues or plays are the result of Improper Conduct.
      3. Upon Company’s determination that your account or Recordings have been subjected to, involved in, or generated revenue from Improper Conduct, you agree that all revenue in your account that has been frozen by Company is forfeited, regardless of whether it was generated from any specific Recording(s) or Consumer Store.
      4. You agree that Company’s good faith determination of Improper Conduct can be based on streaming or other activity that is the same or similar to cases that the Company has previously determined involved Improper Conduct.
      5. The payment of revenues to you by Company does not constitute Company’s acknowledgement that such revenues were not the result of Improper Conduct.
      6. Company has no duty to investigate Improper Conduct unless and until it freezes revenues in your account.
      7. If Company determines that revenues generated to your account are the result of Improper Conduct, and such revenues have already been paid out to you, you agree to return such revenues to Company (or Company may, in its sole discretion, deduct such amounts from the current balance in your account or from any future revenue that would otherwise be payable to you hereunder).
      8. Company shall have the right to retain and/or redistribute to third parties, any funds (or the monetary equivalent thereof), which InterSpace determines in its good faith discretion, are attributable to Improper Conduct.
      9. You agree that you will not be entitled to reimbursement for any fees paid by you to Company in the event Company disables access to your account, your Recordings and/or any other materials you provide to Company, or to any revenues forfeited by you as set forth in the preceding sentence.
      10. To the extent that Company, in its good faith discretion, determines that any Improper Conduct was caused by you or your affiliates’ actions or omissions or by any third party acting on your behalf or at your direction, any costs incurred by Company (including legal fees and expenses) in connection therewith may, in addition to its other remedies, be deducted by Company from any monies otherwise payable to you.
      11. In the event that any Digital Streaming Platform charges you and/or Company a monetary fee or penalty as a result of Improper Conduct detected in connection with your account and/or Recordings, you agree that Company shall, in its sole discretion, have the right to deduct the cost of such fee or penalty (as well as any expenses and associated legal fees incurred by Company in connection therewith), from the balance in your account, from Net Income that would otherwise be payable to you, and/or charge any alternate payment method you provide to Company (such as a PayPal account, credit card or debit card) (each a “Payment Method”).
      12. If in Company’s reasonable business judgment it elects to engage an attorney to review potential Improper Conduct or review and/or respond to any third-party allegation of Improper Conduct by you or associated with your account or Recordings, Company shall, in its sole discretion, have the right to deduct from your account or charge any Payment Method the cost of such engagement, but at a minimum Three Hundred Dollars ($300), to offset the costs of associated legal fees and expenses.

      (g) Company shall have the right, but not the obligation, to review and/or monitor any activity and content uploaded by you. Company may investigate any complaints or any reported violation of its policies and may take any action that it deems appropriate. Such action may include, but is not limited to, issuing warnings, suspension, or termination of service, denying access and/or removal of any materials you may have uploaded. You agree that Company reserves the right and may terminate your account in its sole discretion for any reason and at any time, including if, in Company’s good faith discretion, you are believed to have engaged in Improper Conduct.

      (h) In the event you opt to distribute your Recordings via Social Platforms (as defined below), the Social Platforms Terms of Service shall apply to you. Please see Social Platforms Terms of Service for further information. “Social Platforms” as used herein shall mean (I) Meta and any Meta properties, meaning Facebook, Messenger (including as integrated (partially or wholly) with other Meta messaging services other than WhatsApp), Instagram, Portal, and Oculus, and all properties owned and/or operated by Meta Platforms, Inc. or its affiliates that are integrated with the foregoing (by way of example, Lasso, IGTV, SparkAR, MicDrop, Gaming), including in each case, all features and functionality thereof (including live streaming functionality), and all players, pages, tools and APIs, in each case, owned and controlled by Meta or its affiliates, and including in each case, successor and derivative versions (the “Meta Platforms”), (II) TikTok, (III) CapCut, and/or (IV) YouTube, including all mirror and/or derivative sites and all replacement, successor and/or international versions thereof (the “YouTube Platforms”), including, but not limited to, YouTube Music, the YouTube video player and YouTube websites, applications (e.g., YouTube main app, YouTube Music app), APIs, embeds, products and services, and any of the foregoing that are made available for syndication as well as TuneCore’s YouTube sound recording monetization and revenue collection service (“YouTube Monetization”).

2. Agreement to Terms upon Signup

   By signing up on interspacemusic.com, you acknowledge that you have automatically agreed to, and signed this Agreement. This Agreement is deemed legally binding as of the date of signup.

3. Term of the Agreement

   1. The Agreement takes effect upon your account signup and remains valid unless terminated per the terms specified herein.
   2. Either party may terminate this Agreement by providing written notice under the conditions of section 16 (Termination).

4. Revenue Share and Payments

   InterSpace Distribution operates a transparent royalty payout structure:

   • Free Plan Users receive 70% of their royalties, while InterSpace retains a 30% service fee.

   • Artist Plan, Artist Plus Plan, and Label Plan Users are entitled to 100% of their royalties.

   However, for users on the Label Plan, if a separate distribution or revenue-sharing agreement exists between InterSpace and the label, the terms of that specific agreement shall supersede and override this standard royalty structure.

   (a) Net Income will be posted to your InterSpace account in a timely fashion after Company’s receipt thereof. Once payment has been credited to your account, you will be able to withdraw all or any portion at your discretion. You will be responsible for any bank fees or other charges related to such withdrawals.

   (b) “Net Income” shall be defined as Company’s actual receipts from Consumer Stores less (i) any applicable taxes, fees, charges and/or expenses paid or incurred by Company that are attributable to the sale, marketing, advertising, promotion, distribution, delivery, and licensing of Recordings. Any objection relating to any accounting statement, or any lawsuit arising therefrom, must be made (and any lawsuit commenced) no later than one (1) year after the date the statement is rendered. Each statement shall become conclusively binding on You at the end of that one (1) year period and you hereby waive any longer statute of limitations that may be permitted by law. You shall have no right to inspect or audit Company’s books and records or the books and records of any Consumer Store.

   (c) To the extent that you owe any amounts to Company, as a consequence of the Terms of Service or otherwise, Company shall have the right to deduct all or a portion of such amounts from any Net Income otherwise payable to you.

5. Content Standards and Originality Requirement

   1. Only original content may be submitted for distribution. You confirm that you hold all necessary rights to distribute any content submitted under this Agreement.

   2. InterSpace Distribution will not distribute:

      1. Misleading content, public domain material, or content that infringes on third-party rights.
      2. Sound-alike performances intended to mimic other artists or creators.
      3. Mixtapes or a combination of tracks by multiple artists that are not yours
   3. Any unauthorized or misleading submissions may result in content removal, financial penalties, or account suspension. InterSpace Distribution reserves the right to ban users who attempt to distribute infringing content.

6. No-Refund Policy on Reviewed Content

   1. No refunds will be provided once a song or release has been submitted and reviewed by InterSpace Distribution. The review process constitutes a service, fulfilling our obligation to assess and prepare your content for distribution.
   2. InterSpace Distribution operates a strict no-refund policy once a song or release has been submitted and undergone our internal review process. This policy is in place due to the nature of the service we provide. The review process itself constitutes a service where our team assesses and prepares your content for distribution. This includes quality checks, formatting, and ensuring your release meets the requirements of our partner platforms.
   3. As such, once this service has been rendered, it cannot be reversed, and the value provided through the review process cannot be retracted. This is analogous to other professional services where work performed cannot be undone, and payment is due for the expertise and time invested.
   4. We strongly advise all artists and labels to thoroughly check and ensure their music is final and ready for distribution before submission. If you have any uncertainties or concerns regarding your release, please contact our support team prior to submission. We are here to assist and guide you through the process, but it’s crucial to understand that once the review process has begun, it signifies the commencement of a service that cannot be refunded.

7. Quality Standards Compliance

   1. InterSpace Distribution endorses high-quality music products. Content submissions must meet technical standards, metadata accuracy, and editorial criteria as outlined in partner guidelines.

   2. We reserve the right to reject or remove content that does not meet these quality requirements, including:

      1. Content that fails to comply with retail and editorial policies, or contains artist names flagged on service watchlists.
      2. Products submitted with incorrect, incomplete, or non-compliant metadata or artwork.

8. Delivery & Takedown Timeline

   1. Content takedowns from digital platforms typically take up to two weeks from the date of request. InterSpace Distribution is not liable for delays in takedown actions by partner platforms. Content removal requests initiated by InterSpace Distribution will be submitted to our partner platforms in a timely manner. However, the actual takedown process is subject to the policies and procedures of each individual platform. These platforms typically require a processing period, which can take up to two weeks from the date of the takedown request to complete the removal of the content.
   2. InterSpace Distribution acknowledges the potential impact of content remaining accessible during this processing period and will make reasonable efforts to expedite the takedown process where possible. However, we cannot guarantee the specific timeframe for content removal, as this ultimately depends on the platform’s response. Therefore, InterSpace Distribution is not held liable for any delays in takedown actions that occur due to the internal processes of our partner platforms.

9. Additional Revenue Opportunities

   1. InterSpace Distribution may extend Your Content to additional monetization channels (e.g., mobile, conditional downloads, licensing for internet radio) where available, consistent with the terms of this Agreement.
   2. Revenue from such channels will be included in the standard royalty calculations and reported within your account dashboard.

10. Account and Content Management

    1. User Responsibility: You must maintain accurate account information and ensure that all submitted content, artwork, and metadata comply with this Agreement and our partners’ standards.
    2. Metadata Optimization: InterSpace Distribution reserves the right to adjust metadata to enhance content visibility, improve revenue potential, and meet quality standards.

11. Audit Rights

    1. InterSpace Distribution will maintain accurate records of royalty transactions. You may request an audit of your account records once per year, at your expense. In cases where an audit reveals a discrepancy exceeding 10% in your favour, we will reimburse your audit costs.
    2. Audit requests must be submitted in writing with a minimum of 30 days’ notice.

12. Artificial Streams

    1. Please note that streaming platforms impose penalties for artificial plays (bots, fake streams, or manipulated playlists). These penalties may include song removal, revenue loss, or account suspension. To safeguard your music, please employ only organic promotional methods.
    2. If any artist is discovered to have violated the provision in subsection (a), InterSpace Distribution retains the right to remove any release at any time.
    3. InterSpace Distribution also reserves the right to report any artist found to be in violation of this provision to the appropriate legal authorities.
    4. If you engage in the use of artificial streams, we will remove all of your music from every store and streaming platform globally.
    5. Any user found to be involved in the use of artificial streams will have their account blacklisted. This will prevent them from releasing music through any distributor, including InterSpace Distribution.
    6. We will impose an additional administrative penalty fee on any account found to be using artificial streams.
    7. Payment of the penalty fees is enforceable through legal action.
    8. InterSpace Distribution also reserves the right to withhold, in its entirety, royalties from previous and future sales for the artist. This is to cover any unforeseen expenses accruing to InterSpace Distribution.

13. Indemnification

    1. You agree to indemnify, defend, and hold InterSpace Distribution harmless from any claims, damages, losses, or costs arising from unauthorized or infringing submissions, non-compliance with this Agreement, or breach of third-party rights.

14.  User Generated Content

    You agree that Company shall have the right to authorize the creation, use and exploitation of User Generated Content embodying your Recordings, artwork, and other material provided by you in connection with the Recordings, as permitted and enabled by the features of the applicable Consumer Stores you opt to distribute your Recordings to. As used herein, “User Generated Content” shall mean derivative works embodying your Recordings, artwork (including single and album artwork), and other material provided by you in connection with the Recordings which are created by third parties (such as users of Consumer Stores) and distributed and exploited via Consumer Stores. User Generated Content includes, but is not limited to: (i) videos and visual images synchronized in time relation with musical recordings; (ii) audio or audiovisual “remixes” which combine two or more recordings which may be edited together, mixed, remixed, edited or “mashed up”; (iii) visual or audiovisual material which manipulates still or visual images through editing and filters and (iv) other adaptations, alterations and manipulations of the Recordings, artwork and other material provided by you, by third parties. Notwithstanding the foregoing, you hereby expressly waive any rights of “droit moral” that may be afforded to you under the laws of any country either as an author, composer, performer, producer or in any other capacity in connection with the Recordings hereunder.

15. Limitations of Liability

    1. InterSpace Distribution is not liable for indirect, incidental, or consequential damages resulting from the use or distribution of Your Content.
    2. In cases of distribution delay or service interruption, InterSpace’s liability is limited to the amount of royalties owed to you during the period in question.

16. Termination

    1. InterSpace Distribution reserves the right to terminate this Agreement immediately if you violate any of its terms, submit unauthorized or infringing content, or fail to meet your responsibilities as outlined.
    2. Upon termination, InterSpace Distribution retains the right to continue collecting royalties from previously distributed content.
    3. Termination by either party does not affect rights or obligations accrued before termination.

17. Modifications to the Agreement

    1. InterSpace Distribution reserves the right to modify this Agreement. Substantial changes will be posted on interspacemusic.com, and continued use of the service will constitute acceptance of the updated Agreement.
    2. In cases of significant changes, we will notify you by email.

18. Governing Law and Jurisdiction

    1. This Agreement is governed by the laws of the Federal Republic of Nigeria. All disputes related to this Agreement shall be resolved exclusively in the Rivers State High Court of Nigeria.

19. Entire Agreement

    1. This Agreement supersedes all prior agreements between the parties concerning the distribution of content. Any waiver of terms must be in writing, and signed by both parties.