PUBLISHING ADMINISTRATION AGREEMENT
ADMINISTRATION AMENDMENT TO OG PUBLISHING/DISTRIBUTION’S TERMS &
CONDITIONS (Non-Alumni Members)
Please read the following terms and conditions carefully, which amend the Terms of Service
that you previously entered with OG Publishing/Distribution Publishing, LLC. (“OG
Publishing/Distribution”) with respect to your Recordings, as such agreement has been
supplemented, amended, or otherwise modified. This is a legal agreement between you and
OG Publishing/Distribution. OG Publishing/Distribution reserves the sole right at any time to
modify, discontinue or terminate the Site and Services, or modify the Terms of Service
without notice. All modified terms and/or conditions when posted on the Site shall
supersede the prior agreement between you and OG Publishing/Distribution, and such
revised Terms and Conditions shall constitute the entire agreement between you and OG
Publishing/Distribution. By continuing to use or access the Site and/or Services after OG
Publishing/Distribution makes any such modification, you agree to be legally bound by the
revised Terms of Service. You may not alter the terms and conditions of the Terms of
Service without OG Publishing/Distribution ‘s express written consent. Capitalized terms
used herein without definition have their respective meanings assigned in the Terms of
Service.
YOU UNDERSTAND THAT BY USING THE SERVICES AND YOUR OG
PUBLISHING/DISTRIBUTION PUBLISHING ACCOUNT, YOU ARE AGREEING TO BE
BOUND BY THE TERMS OF SERVICE, INCLUDING THIS AMENDMENT. IF YOU DO
NOT ACCEPT THE TERMS OF SERVICE IN THEIR ENTIRETY, YOU MAY NOT ACCESS
OR USE THE SERVICES.
1. GRANT OF RIGHTS.
(a.) By clicking the “I Agree” button, you (the "Company Partner", "Affiliate", "Account
Holder") grant to OG Publishing/Distribution Publishing, LLC. (“Company”), throughout the
world (the “Territory”) and during the Administration Term (as defined in section 6 below),
the sole and exclusive right:
(i.) To be the designated publisher of the musical compositions owned or controlled, in
whole or in part, by you, to the full extent of your interest therein, and included on the
attached schedule of musical compositions (the “Compositions”). With the respect to any
Composition(s) that are not currently owned by or registered to a publishing company
previously established by you, you hereby appoint Company as the designated publisher of
such Composition(s) during the Administration Term.
(ii.) To license, and cause others to license, and to collect all income related to any
exploitation of the Compositions. Without limitation, Company shall have the right to license:
(A) broadcast and digital public performances; (B) the manufacture, reproduction,
distribution and sale of records embodying one or more Compositions, both physically and
electronically; (C) the synchronization of the Compositions in connection with, but not
limited to, motion pictures, television programs, advertisements, websites, multimedia and
video games; (D) the use of the Compositions in connection with merchandising activities;
and (E) if applicable, the use and performance of any master recording(s) of the
Compositions that you own and/or control, which have been submitted to OG
Publishing/Distribution and are governed by OG Publishing/Distribution’s Terms of Service
(“Recordings”), including but not limited to the synchronization of the Recordings in
connection with, but not limited to, motion pictures, television programs, advertisements and
video games on the same terms and conditions as the licenses granted pursuant to
paragraph 1(a)(ii)(C) hereof.
(iii.) To publish, or license others to publish, printed versions of the Compositions.
(iv.) To decide of, or otherwise adapt, change or translate, any Composition in any manner.
For example, to license the right to (A) sample a Composition, (B) use a Composition in a
so-called mash-up, or (C) record a Composition in a foreign language.
(v.) To enter into agreements with, or assign or license any of Company’s rights and/or
delegate any of its obligations under this agreement to third party licensees on such terms
as may be acceptable to Company, including the right to delegate licensees to seek and
procure adaptations and/or local re-recordings of a Composition, by means of adding new
local language lyrics to the original music and/or creating a “cover version” of a
Composition.
(vi.) To use names, likenesses and biographical information concerning the writers of the
Compositions in connection with the exploitation and/or promotion of the Compositions and
for promotion of Company’s business.
(vii.) To use, display and make available the Recordings, if applicable pursuant to
paragraph 1(a)(ii)(E) above, and the underlying Compositions, on a streaming, royalty-free,
worldwide basis, through a secured Company “One Stop Shop” synchronization website
(the “Company Sync Store”), solely for authorized persons (e.g., music supervisors) to
access, listen and test audio files of the Recordings and/or Compositions for potential third
party synchronization placement.
(b.) You hereby appoint Company your true and lawful agent and attorney in fact (with full
power of substitution and delegation) to make, execute and deliver any and all documents,
instruments and writings in Company’s and/or your name and to take any other action in
Company’s and/or your name which in the reasonable business judgment of Company is
necessary or desirable to carry out the purposes of this agreement.
(c.) Company shall have the right but not the obligation to prosecute, defend and settle all
claims and actions with respect to the Compositions, and generally to do all things
necessary concerning the same and the copyrights or other rights with respect to the
Compositions; provided, however, Company shall not settle claims without your consent. In
the event of a recovery by Company or you of any monies as a result of a judgment or
settlement, such monies shall be divided between you and Company in the same shares as
provided for in section 2(c) below, after first deducting the out-of-pocket expenses of
obtaining said monies, including reasonable legal fees and expenses. You shall have the
right to provide counsel for yourself, to assist in or assume the prosecution or defense of
any such matter, but at your own expense. Any judgments against Company and any
settlements by Company of claims against it respecting any of the Compositions, together
with costs and expenses, including, without limitation, legal fees and expenses, shall be
subject to the indemnity provisions of the Terms of Service, and your indemnity payments
shall be paid to Company from any and all sums that may become due to you under any
and all accounts owned by you and administered by Company or promptly upon demand by
Company.
(d.) The rights granted under this Agreement shall be assigned by Company to one or more
of its affiliated music publishing entities. These include OG Publishing/Distribution
Publishing, LLC. (SESAC), OG PUBLISHING/DISTRIBUTION Publishing (ASCAP), OG
PUBLISHING/DISTRIBUTIONP Music Group (BMI) and other similar companies organized
for affiliation with existing collection organizations and societies throughout the Territory.
Additionally, you acknowledge and agree that Company may, in its sole discretion, license
certain of your rights via OG Publishing/Distribution New Media Administration directly and
exclusively to individual end-user stores (e.g., Apple, Spotify, Amazon, etc.) regardless of
any affiliation you may have as a songwriter with other services which license to the same
stores.
2. PAYMENTS
(a.) Company shall collect all Gross Receipts earned by the Compositions, including any
monies earned by the Compositions prior to the commencement of the Administration Term
but not yet collected.
(b.) “Gross Receipts” is defined in this agreement as all revenue derived from exploitation of
the Compositions (and Recordings, if applicable, in connection with synchronization
licensing) and received by Company, solely allowing for any tax deductions and/or standard
commissions deducted by bona fide performing rights societies operating at arms length,
mechanical rights societies operating at arms length or any other collection agents
established in any part of the Territory.
(i.) TBD (To be determined%) of Gross Receipts shall be credited to your OG
Publishing/Distribution account, except as set forth below. Company shall be permitted to
retain TBD (To be determined%) of Gross Receipts. Each contract will be negotiated and
finalized in accordance with label standards and provided to the artist.
(ii.) Notwithstanding the foregoing, TBD (TBD%) of Gross Receipts resulting from the
synchronization of Compositions (and Recordings, if applicable) with films, tapes or other
permanent visual images or cover versions of Compositions solely to the extent introduced
by, or through the network of contacts of, Company shall be credited to your OG
Publishing/Distribution account. Such amounts shall also include any resulting additional
revenue from such synchronization of Compositions (and Recordings, if applicable) and/or
local cover versions (e.g., additional synchronization licensing, mechanical licensing, public
performance royalties in connection with the secured use(s), etc.).
(iii.) Notwithstanding the foregoing, as it relates to performance rights societies and/or
collection management societies operating at arm’s length, Company shall be permitted to
retain one hundred percent (100%) of publisher's share of Gross Receipts.
(iv.) Notwithstanding the foregoing, as it relates to neighboring rights societies operating at
arm’s length, Company shall be permitted to retain one hundred percent (100%) of sound
recording copyright owner share of Gross Receipts.
(c.) Upon your specific written request, Compositions included in Artist Releases shall not
be subject to mechanical royalty payments under this Agreement. “Artist Releases” are
defined as self-released products (i.e., records released by you without any involvement by
any third parties) which are sold by you only at your live performances or through your own
website. In the event you request a waiver of mechanical royalties on any Artist Release,
you agree that you will remain responsible for any payments due to co-publishers and/or co-
writers with respect to sales, and you agree to indemnify Company against all claims with
respect thereto.
(d.) You shall receive statements as to your share of Gross Receipts, and such monies
credited to your OG Publishing/Distribution account within forty-five (45) days after the end
of each calendar quarter for each such preceding quarterly period subject to there being a
minimum amount of 50 USD due. If there is less than 50 USD due then the fees are not
payable and OG Publishing/Distribution shall withhold payment until such time that there is
50 USD due and payable to you or termination of this Agreement. All payments shall be
made in USD and only to a PayPal account that you must establish and notify details of to
OG Publishing/Distribution. Once payment has been credited to your account, you will be
able to withdraw all or a portion at your discretion. You will be responsible for any bank fees
or other charges related to such withdrawals. Any objection relating to any accounting
statement or any legal claims arising therefrom must be made (and any lawsuit
commenced) no later than one (1) year after the date the statement is initially sent to you,
and you waive any longer statute of limitations that may be permitted by law.
(e.) The Gross Receipts in your OG Publishing/Distribution account may be held by
Company in an interest bearing account. Company may, in its sole discretion, retain all
interest earned on the Gross Receipts or pay to you all or a portion of such interest.
(f.) In the event that Company has, in its good faith discretion, reason to suspect that any
Composition submitted by you to Company is not in compliance with the terms of section 4
below, or if Company is presented with a claim of infringement of copyright, trademark, right
or publicity or other intellectual property right, or failure to comply with any third party
license requirement or any other claim which, if true, would constitute your breach of, or
non-compliance with, any of your representations, warranties and agreements hereunder,
you agree that Company may discontinue the posting of your share of Gross Receipts with
respect to such Composition to your OG Publishing/Distribution account and block your
ability to otherwise withdraw funds therefrom until satisfactory resolution of the matter is
obtained. Furthermore, you agree that you will forfeit such revenues if Company determines
that they are the result of infringement or fraud.
(g.) If Company, in its reasonable discretion, determines that any infringing or fraudulent
activities may have been caused by your or your affiliates acts or omissions, any costs
incurred by Company (including legal fees and expenses) in connection therewith may, in
addition to other remedies, be deducted by Company from any monies otherwise payable to
you by Company. Furthermore, if in Company’s reasonable business judgment it elects to
engage an attorney to review and/or respond to a claim of fraud and/or infringement with
respect to a Composition(s), Company shall, in its sole discretion, have the right to deduct
from your OG Publishing/Distribution account or charge your Payment Method (defined in
section 5(b) below) a minimum of Three Hundred Dollars ($300) to offset the costs of
associated legal fees and expenses.
3. THIRD PARTY OBLIGATIONS.
You shall be solely responsible for the payment of all compensation due songwriters,
licensors, income participants and other third parties to whom you are obligated to pay a
portion of the income from any of the Compositions. You warrant and represent that all such
songwriters, licensors, income participants and other third parties to whom you are
obligated to pay a portion of the income from the Compositions shall look solely to you for
any such payments and you hereby agree to indemnify Company and hold Company
harmless from and against any and all claims, demands or actions by any such songwriters,
licensors, income participants and other third parties for any such payments in accordance
with the indemnification provisions of the Terms of Service.
4. WARRANTIES AND REPRESENTATIONS.
You warrant and represent that you are at least eighteen (18) years of age and that all of
the Compositions, including, without limitation, any interpolated third party material
embodied therein, metadata and any other materials furnished by you to Company or
relating to the Compositions are owned or controlled by you and the use thereof as
described or contemplated herein shall not infringe on the copyrights, trademark rights,
publicity rights or other rights of any person or entity; and that Company shall have the right
to exploit same in any manner hereunder free from adverse claim and without any
obligation to make any payment of any nature to any person or entity other than the
amounts payable to you hereunder.
5. COMPANY FEES.
(a.) Company, in its reasonable discretion, may elect that you shall pay Company a one-
time, non-refundable fee (the “Processing Fee”), as set forth on Company’s website, to
cover Company’s administrative expenses with respect to updating your catalog of
Compositions.
(b.) You agree that Company is authorized to deduct the Processing Fee, any applicable
taxes and other charges you may incur in connection with your use of the administration
services directly from your OG Publishing/Distribution account or charge such fees to any
alternate payment method you provide to Company (such as a valid PayPal account, credit
card or debit card, each a “Payment Method”). For the avoidance of doubt, if you or
Company terminates this agreement for any of the reasons set forth herein, you will not be
entitled to a full or partial reimbursement of the Processing Fee. Furthermore, if for any
reason you fail to make a payment or a payment is reversed hereunder via the Payment
Method or any other method after agreeing to these Terms of Service, Company will be
entitled to recoup, at its sole discretion, the Processing Fee (plus a Twenty-Five Dollar
($25.00) administrative fee), by any means necessary, including the right to keep your
account active and collect any resulting royalties until the Processing Fee is fully recouped.
It is your responsibility to notify Company if your Payment Method has changed by making
the appropriate changes to your OG Publishing/Distribution account settings. If you do not
provide a valid Payment Method, your service may be disconnected or interrupted at
Company’s sole discretion.
6. ADMINISTRATION TERM / POST-TERM COLLECTION PERIOD / RETENTION
PERIOD.
(a.) The “Administration Term” of this agreement shall be for an initial period of one (TBD) ,
commencing on the date the Digital Contract is signed, received, and processed by
Company. After the initial period, the Administration Term shall automatically renew and
extend for additional (TBD) year(s) periods unless you give Company written notice of
termination at least sixty (60) days prior to the end of the period then in effect.
(b.) Company shall have the right to collect all income, and to maintain all rights granted in
Section 1 relating to the Compositions, earned prior to the beginning of the Administration
Term, but not yet collected, as well as all (i) income generated within the United States
during the Administration Term for a period of twelve (TBD) immediately following the end
of the Administration Term (or, if applicable, the extended Administration Term) solely in the
event such income generated is not remitted to Company during such Administration Term
and (ii) all income generated outside of the United States during the Administration Term for
a period of (TBD) months immediately following the end of the Administration Term (or, if
applicable, the extended Administration Term) solely in the event such income generated is
not remitted to Company during such Administration Term.
(c.) Furthermore, you acknowledge and agree that for any Composition in which Company’s
creative services team and/or a third party licensee secures a third party license (e.g., local
cover versions of Compositions, local print compilations of Compositions; synchronization
licenses of cover versions of Compositions that were initially procured during the
Administration Term), you hereby grant Company the exclusive right to continue its
collection and administration rights for an extended retention period with respect to the
applicable Composition in perpetuity.
7. MISCELLANEOUS.
(a.) At Company’s request, you shall execute and deliver to Company any documents
needed regarding the rights of Company in the Compositions, and if you fail to do so within
ten (10) business days following Company’s request thereof, Company may sign such
documents in your name.
(b.) Concurrently with your execution of this amendment, you will supply Company with
copies of any existing licenses or other agreements concerning the Compositions. You
further agree to notify Company of each recorded version of any Composition during the
Administration Term as soon as reasonably practicable after you become aware thereof. If
and to the extent that you fail to provide to Company any of the materials and information
referred to in this section 7(b), Company’s rights in and to the Compositions shall not be
impaired as a result thereof. Company shall not be responsible for any non-collection of
monies or lack of copyright protection with respect to the affected Composition(s) that is the
direct or indirect result of any such failure by you.
