Music Distribution & Publishing Terms and Conditions

1.1 Definitions. For purposes of these Terms, the following words shall have the meanings assigned to them unless the context otherwise requires.

Account means the User account created on the Green Indie Platform.

Affiliate means any company that directly or indirectly controls, is controlled by, or is under common control with Green Indie.

Agreement means these Terms together with any Distribution Order, Publishing Administration Agreement, Schedule, Policy, Pricing Schedule, Privacy Policy and any amendments thereto.

Artist means an individual performer, recording artist, songwriter, composer, producer, musician, band, collective or other creative person who submits Content through the Platform.

Catalogue means all musical works, sound recordings, lyrics, metadata, artwork, audiovisual content and other materials submitted by a User.

Collecting Society means any copyright collecting society, performance rights organization (PRO), mechanical rights society, neighbouring rights organization or similar entity including ASCAP, BMI, PRS, SOCAN, SACEM, COSON, MCSN and any successor organizations.

Content includes sound recordings, musical compositions, lyrics, beats, instrumentals, music videos, album artwork, promotional materials, artist biographies, images, podcasts, audiobooks, and any other material uploaded to the Platform.

Digital Service Provider (DSP) means Spotify, Apple Music, Boomplay, Audiomack, Deezer, Amazon Music, YouTube Music, TikTok, Facebook, Instagram, Pandora, Tidal and any digital retailer, streaming service or online music platform through which Green Indie distributes Content.

Distribution Services means the digital and physical distribution services provided by Green Indie.

Intellectual Property Rights include copyrights, neighbouring rights, trademarks, patents, trade secrets, database rights, moral rights and every other proprietary right recognized under applicable law.

Metadata means all information associated with submitted Content including artist names, composer credits, songwriter information, genre classifications, release dates, publishing splits and ownership details.

Music Publishing Services means the administration, registration, licensing, collection and management of publishing income generated from musical compositions.

Platform means the Green Indie website, applications, dashboards, and portals.

Publishing Income means all income generated from exploitation of musical compositions including mechanical royalties, public performance royalties, synchronization income, print income, lyric licensing income and digital publishing revenues.

Royalties mean all revenue collected from the exploitation of Content after applicable deductions under these Terms.

User means every person or entity using the Platform.

2.1 These Terms become legally binding immediately upon:

• creating an Account;

• uploading any Content;

• requesting distribution;

• requesting publishing administration; or

• using any Green Indie service.

2.2 These Terms constitute the complete agreement governing your use of Green Indie's distribution and publishing services, unless supplemented by a separately executed written agreement.

2.3 Green Indie reserves the right to amend these Terms from time to time to reflect changes in law, industry practice, technological developments, or business operations. Material changes will be communicated through the Platform or by email. Continued use of the Platform after such notice constitutes acceptance of the revised Terms.

2.4 You agree that clicking an "Accept", "Submit", "Upload", or similar button constitutes your electronic signature and has the same legal effect as a handwritten signature.

To use the Platform, you represent and warrant that you:

• are at least eighteen (18) years of age or have the consent of a parent or legal guardian;

• have full legal capacity and authority to enter into these Terms;

• own or control all rights necessary to grant the rights contemplated herein;

• are not prohibited by applicable law from entering into this Agreement; and

• will comply with all applicable laws, regulations, and industry standards.

Where a User acts on behalf of a company, record label, management company, or other entity, the User warrants that they have authority to bind that entity.

4.1 Users shall create an Account by providing accurate, complete, and current information as requested by Green Indie.

4.2 Green Indie may require identity verification, proof of ownership of Content, banking information, or other documentation before activating an Account or processing distributions.

4.3 Users are solely responsible for:

• maintaining the confidentiality of login credentials;

• restricting access to their Account;

• all activities conducted under the Account; and

• promptly notifying Green Indie of any unauthorized use.

Green Indie shall not be liable for losses arising from unauthorized access resulting from the User's failure to safeguard account credentials.

4.4 Green Indie may suspend or restrict access where it reasonably believes that:

• false information has been supplied;

• fraudulent activity has occurred;

• intellectual property rights are being infringed;

• artificial streaming activity is detected; or

• continued access poses legal, operational, or reputational risks.

5.1 Subject to these Terms, the User appoints Green Indie as its non-exclusive distributor and, where elected, publishing administrator for the Territory during the Term.

5.2 Green Indie is authorized to:

• deliver Content to DSPs;

• administer publishing rights where applicable;

• collect revenues;

• receive royalty payments;

• manage metadata;

• remove Content where legally necessary;

• register musical works with relevant collecting societies where applicable;

• negotiate platform-specific operational arrangements; and

• undertake all acts reasonably necessary to provide the Services.

5.3 Nothing in these Terms creates a partnership, a joint venture, an employment relationship, or an agency relationship beyond the limited authority expressly granted. Each party remains an independent contractor.

Green Indie may provide one or more of the following services:

• Digital music distribution;

• Global release management;

• Metadata optimization;

• Album and single distribution;

• Release scheduling;

• Content updates;

• Takedown requests;

• Catalogue management;

• Analytics and reporting;

• Revenue collection;

• Digital rights management;

• Distribution to current and future DSPs.

Green Indie does not guarantee that any DSP will accept or retain submitted Content.

Subject to these Terms, the User grants Green Indie a non-exclusive, worldwide, royalty-bearing licence during the Term to:

• reproduce the Content as necessary for distribution;

• distribute the Content through DSPs and other authorized channels;

• communicate the Content to the public;

• display associated artwork and promotional materials;

• reproduce metadata;

• create technical copies necessary for digital exploitation;

• use excerpts of the Content for promotional purposes; and

• exercise all ancillary rights reasonably required to perform the Services.

Except for the limited licence expressly granted, all ownership rights remain with the User.

The User retains all right, title, and interest in and to the underlying musical works, sound recordings, trademarks, logos, artwork, and other intellectual property submitted to Green Indie, unless otherwise agreed in writing. Nothing in these Terms shall operate as an assignment of copyright or ownership to Green Indie.

The User grants Green Indie only the rights necessary to provide the agreed distribution and publishing administration services.

9.1 Where the User elects to receive Music Publishing Administration Services, the User hereby appoints Green Indie as its non-exclusive publishing administrator throughout the Territory during the Term. Green Indie shall administer only those rights expressly granted under these Terms or any applicable Publishing Administration Schedule.

9.2 Subject to the rights granted by the User, Green Indie may:

1. register musical works with collecting societies and publishing databases;

2. register songwriter information and ownership splits;

3. administer mechanical rights;

4. administer public performance rights;

5. administer digital publishing rights;

6. collect publishing income worldwide;

7. license compositions where authorized;

8. monitor royalty usage and claims;

9. resolve ownership conflicts relating to registrations;

10. maintain publishing metadata;

11. issue publishing reports; and

12. undertake all acts reasonably necessary for the administration of the User's compositions.

10.1 Green Indie shall use commercially reasonable efforts to distribute approved Content to Digital Service Providers ("DSPs") selected by Green Indie or chosen by the User where available. Distribution may include: Spotify, Apple Music, Boomplay, Audiomack, Deezer, Amazon Music, YouTube Music, TikTok, Instagram, Facebook, Snapchat and any future digital platforms.

10.2 Green Indie cannot guarantee acceptance of Content, placement on playlists, editorial support, continued availability or uninterrupted distribution. Each DSP reserves absolute discretion regarding acceptance and removal of Content.

10.3 Green Indie may update metadata, correct errors, replace artwork, amend release dates, process takedown requests, and re-deliver releases where necessary.

Green Indie shall collect revenues generated from exploitation of the User's Content including:

11.1 Master Recording Income including revenue arising from permanent downloads, streaming, subscription services, ad-supported services, user-generated content, mobile platforms, and digital retailers.

11.2 Publishing Income including mechanical royalties, public performance royalties, lyric licensing, digital publishing revenue and international publishing income.

11.3 Other Income including social media monetisation, YouTube revenue, Facebook revenue, TikTok monetisation and future digital exploitation.

Green Indie shall provide royalty statements through the Platform or by electronic means. Statements may include streaming activity, download activity, DSP source, deductions, applicable taxes and net royalties payable.

13.1 In consideration for the Services, Green Indie shall retain the commission specified in the applicable Pricing Schedule. Unless otherwise agreed: Net Revenue = Gross Revenue less DSP deductions, payment processor fees, banking charges, taxes, third-party commissions, chargebacks, refunds and collection costs. The remaining balance shall constitute Net Revenue. Green Indie shall deduct its agreed commission from Net Revenue.

13.2 Green Indie makes no representation regarding expected earnings, chart performance, playlist placement, popularity or commercial success.

14.1 Green Indie shall establish minimum payment thresholds. Balances below the threshold shall roll over until the minimum payment amount is reached.

14.2 Payments may be made through bank transfer, PayPal, mobile money, virtual accounts, fintech payment providers or any other approved payment channel.

14.3 Green Indie shall require identity verification before releasing payments.

14.4 Payments may be delayed where DSPs delay remittance, ownership disputes exist, fraudulent activity is suspected, tax documentation is incomplete, or banking details are inaccurate.

The User shall be solely responsible for income taxes, withholding obligations, VAT, sales taxes, digital services taxes and any other taxes arising from payments received. Green Indie may withhold taxes where required by applicable law.

Users shall provide all tax documentation reasonably requested.

Green Indie may deliver Content to TikTok, Instagram, Facebook, Snapchat, YouTube Shorts and other short-form platforms.

The User authorizes Green Indie to collect revenues generated from such uses.

Where authorized, Green Indie may register recordings with neighbouring rights organizations, which may include collection of performer royalties, producer royalties, broadcast income, and public performance remuneration.

Users remain responsible for ensuring ownership information supplied is accurate.

Users shall provide accurate metadata including songwriter credits, composer credits, producer credits, featured artists, publishers, ownership percentages, lyrics, release dates, etc.

Green Indie may correct obvious errors or request clarification before distribution.

Incorrect metadata that causes royalty losses shall remain the responsibility of the User where the error originated from information supplied by the User.

19.1 The User hereby represents, warrants and undertakes on a continuing basis that:

1. he/she possesses the full legal right, power and authority to enter into this Agreement;

2. the execution and performance of this Agreement do not violate any other agreement binding upon the User;

3. all information supplied to Green Indie is true, complete, current and accurate;

4. the User shall promptly notify Green Indie of any material change affecting the Services or the rights granted under this Agreement.

19.2 The User further warrants that:

1. he/she solely owns, or has lawfully acquired, all copyrights and neighbouring rights necessary for the exploitation of the Content;

2. no third party's approval is required for Green Indie to perform the Services;

3. all licences, permissions, waivers and consents have been obtained prior to submission of the Content;

4. all featured artists, producers, composers, performers and contributors have granted the necessary permissions for the exploitation of the Content;

5. all publishing splits have been agreed upon and accurately disclosed to Green Indie.

20.1 Where Green Indie receives any complaint alleging infringement, Green Indie may immediately suspend distribution, freeze royalties, remove Content, request additional documentation and investigate the allegation.

20.2 The User shall cooperate fully with Green Indie in responding to infringement allegations and shall promptly provide all requested information.

20.3 Green Indie reserves the right to comply with lawful takedown requests, court orders or directives issued by digital platforms, collecting societies or competent authorities.

21.1 Each party shall comply with all applicable data protection legislation, including any laws governing the processing of personal information.

21.2 Green Indie may collect and process identification information, banking details, tax information, royalty information, technical information and metadata. Such information shall be processed solely for legitimate business purposes, including account administration, royalty payments, fraud prevention, legal compliance and service improvement.

21.3 Green Indie shall implement commercially reasonable administrative, technical and organisational measures to safeguard personal data against unauthorised access, disclosure, alteration or destruction.

21.4 Where personal data is transferred across jurisdictions, Green Indie shall implement appropriate safeguards as required by applicable law.

22.1 The User shall defend, indemnify and hold harmless Green Indie, its affiliates, directors, officers, employees, agents, contractors, successors and assigns from and against all losses, liabilities, damages, costs, expenses, fines, penalties, settlements and reasonable legal fees arising out of or relating to:

1. any breach of this Agreement;

2. infringement of any intellectual property rights;

3. unauthorised samples or interpolations;

4. inaccurate metadata;

5. breach of any representation or warranty;

6. tax obligations of the User;

7. fraudulent streaming or manipulation;

8. defamation, privacy violations or unlawful Content;

9. disputes among collaborators or rights holders; or

10. any negligent, fraudulent or wilful act or omission of the User.

22.2 Green Indie shall promptly notify the User of any indemnified claim and shall reasonably cooperate in the defence thereof, provided that failure to give prompt notice shall not relieve the User of its obligations except to the extent materially prejudiced.

23.1 To the fullest extent permitted by law, Green Indie shall not be liable for any indirect, incidental, consequential, punitive or special damages, loss of profits, loss of business opportunities, loss of goodwill, loss of anticipated savings, loss of reputation, or loss of data arising out of or in connection with this Agreement, whether in contract, tort, negligence, strict liability or otherwise.

23.2 Except in respect of fraud, wilful misconduct or liability that cannot lawfully be excluded, Green Indie's aggregate liability arising from or relating to this Agreement shall not exceed the total commissions actually retained by Green Indie from the User during the twelve (12) months immediately preceding the event giving rise to the claim.

23.3 Green Indie shall not be responsible for the acts, omissions, outages, policy changes, algorithmic decisions or operational failures of any Digital Service Provider, collecting society, payment processor or other third-party service provider.

23.4 Green Indie does not guarantee any particular level of exposure, streaming volume, revenue, chart position, playlist placement, publishing income or commercial success.

24.1 The User may terminate these Terms at any time by providing not less than five (5) days' prior written notice to Green Indie through the Platform or by such other method as Green Indie may prescribe. Termination shall not affect any distribution, publishing administration or licensing activities that have already been undertaken unless otherwise agreed.

24.2 Green Indie may terminate these Terms immediately by written notice where:

1. the User commits a material breach of these Terms and fails to remedy such breach within fourteen (14) days after receiving notice, where the breach is capable of remedy;

2. the breach is incapable of remedy;

3. fraudulent activity or fraudulent streaming has occurred;

4. the User ceases to be an artist.

24.3 Green Indie may terminate these Terms for convenience by providing thirty (30) days' prior written notice where it elects to discontinue the Services or materially changes its business operations.

24.4 Upon termination:

• the licence granted to Green Indie shall cease except to the extent necessary to complete ongoing accounting, collections and removals;

• Green Indie shall use commercially reasonable efforts to instruct Digital Service Providers to remove the User's Content, subject to third-party processing times;

• the User shall remain responsible for all liabilities arising prior to termination.

The User consents to receive all communications electronically, including royalty statements, invoices, payment confirmations, notices, amendments to these Terms, tax documentation compliance requests and legal notices.

Electronic communications shall satisfy any legal requirement for written communication.

Green Indie may amend these Terms from time to time to reflect changes in applicable law, developments in the music industry, changes in DSP requirements, technological developments, enhancements to the Services, or operational requirements.

Material amendments shall be communicated to Users through the Platform or by email.

Continued use of the Services following the effective date of any amendment constitutes acceptance of the revised Terms.

These Terms, together with any schedules, policies, pricing schedules, publishing administration agreements and other documents expressly incorporated by reference, constitute the entire agreement between the parties concerning the Services and supersede all prior negotiations, discussions, understandings and agreements relating to the subject matter.

If any provision of these Terms is held to be invalid, illegal or unenforceable by a court or tribunal of competent jurisdiction:

• the remaining provisions shall remain in full force and effect; and

• the invalid provision shall be deemed modified to the minimum extent necessary to render it enforceable while preserving its commercial intent.

These Terms shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.

30.1 The parties shall first attempt to resolve any dispute arising out of or in connection with these Terms through good faith negotiations.

30.2 If the dispute is not resolved within thirty (30) days after written notice of the dispute, either party may refer the matter to mediation administered by a mutually agreed mediator.

30.3 Where mediation fails or is declined, the dispute shall be finally resolved by arbitration in accordance with the Arbitration and Mediation Act, 2023.

Questions regarding these Terms or the Services may be directed to Green Indie using the contact details published on the Platform or such other contact details as Green Indie may designate from time to time.