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This Music Distribution Agreement (“Agreement”) is entered into as of the Effective Date above by and between:
BLACK OWL MUSIC GROUP INC, operating as BLACK OWL MUSIC GROUP INC, a music distribution company with its registered address at US, US (Registration No: N/A), hereinafter referred to as “Distributor,” “BLACK OWL MUSIC GROUP INC,” “we,” “us,” or “our”;
The artist, label, producer, or rights holder who accepts this Agreement through the BLACK OWL MUSIC GROUP INC platform (“User,” “you,” or “your”).
WHEREAS, BLACK OWL MUSIC GROUP INC operates a music distribution platform that delivers musical content to digital streaming platforms and music services worldwide; and WHEREAS, User desires to distribute musical content through BLACK OWL MUSIC GROUP INC’s platform to reach global audiences and generate revenue;
NOW, THEREFORE, in consideration of the mutual covenants and obligations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1.1 “Content” means all musical works, sound recordings, audiovisual works, metadata, artwork, lyrics, liner notes, and any other materials submitted by User through the BLACK OWL MUSIC GROUP INC platform for distribution to Digital Service Providers.
1.2 “Digital Service Provider” or “DSP” means any digital music streaming service, download platform, content identification system, or other digital distribution channel to which BLACK OWL MUSIC GROUP INC delivers Content, including without limitation Spotify, Apple Music, YouTube Music, Amazon Music, Boomplay, Audiomack, Deezer, Tidal, TikTok, SoundCloud, and 190+ additional platforms.
1.3 “Dashboard” means the web-based interface provided by BLACK OWL MUSIC GROUP INC to User for managing Content, monitoring analytics, viewing royalty reports, and performing account-related functions, accessible at blackowlmusic.tonegrid.pro.
1.4 “Release” means a single song, EP, album, or other discrete unit of Content distributed through the platform to DSPs.
1.5 “Royalties” means all revenue, payments, fees, and other compensation generated by or attributable to the exploitation of Content on DSPs, including streaming royalties, download revenue, YouTube Content ID revenue, mechanical royalties, and any other monetization proceeds.
1.6 “Metadata” means all descriptive information associated with Content, including but not limited to artist name, track title, album title, genre, release date, ISRC codes, UPC/EAN codes, songwriter and producer credits, language, explicit content flags, and territorial rights information.
1.7 “Term” means the duration of this Agreement as specified in Article 10 (Term and Termination).
1.8 “DMCA” means the Digital Millennium Copyright Act, 17 U.S.C. § 512, as amended, and any equivalent legislation in other jurisdictions.
2.1 License Grant. User hereby grants to BLACK OWL MUSIC GROUP INC a non-exclusive, worldwide, royalty-free (except as set forth in Article 5) license during the Term to: (a) reproduce, distribute, transmit, publicly perform, publicly display, and make available Content through DSPs worldwide; (b) create and distribute promotional clips, previews, and samples of Content as reasonably necessary for marketing and distribution purposes; (c) encode, transcode, reformat, and technically process Content as required for delivery to and compatibility with DSPs; (d) use User’s name, likeness, biographical information, and artwork in connection with the promotion and distribution of Content; and (e) sublicense the foregoing rights to DSPs and their affiliates solely for the purpose of distributing and monetizing Content on their respective platforms.
2.2 Ownership. User retains full ownership of all Content submitted through the platform. This Agreement does not transfer any copyright, publishing rights, or ownership interest in Content to BLACK OWL MUSIC GROUP INC. The license granted herein is limited to the distribution and monetization rights necessary to perform BLACK OWL MUSIC GROUP INC’s obligations under this Agreement.
2.3 Exclusivity. This Agreement is non-exclusive. User may distribute Content through other distributors, platforms, or channels, provided that such distribution does not create conflicts, duplications, or rights disputes with Content distributed through BLACK OWL MUSIC GROUP INC. If User distributes the same Content through multiple distributors simultaneously, User is solely responsible for managing territorial exclusions, release timing, and DSP conflicts. BLACK OWL MUSIC GROUP INC shall not be liable for any takedowns, content conflicts, or lost revenue resulting from User’s simultaneous distribution through competing platforms.
2.4 Right to Decline. BLACK OWL MUSIC GROUP INC reserves the right to reject, decline, or remove any Content at its sole discretion if such Content fails to meet platform standards, violates this Agreement, poses a legal or reputational risk, or fails to comply with DSP content policies. BLACK OWL MUSIC GROUP INC’s decision to decline or remove Content is final.
3.1 Content Ownership Warranty. User represents and warrants that: (a) User owns or controls all rights necessary to distribute Content through BLACK OWL MUSIC GROUP INC to all selected territories and DSPs; (b) Content does not infringe upon the copyright, trademark, or other intellectual property rights of any third party; (c) all required permissions, licenses, and clearances have been obtained for samples, interpolations, cover versions, remixes, and any other derivative works; (d) all Metadata submitted is accurate, complete, and not misleading; and (e) User has the authority to enter into this Agreement and grant the rights set forth herein.
3.2 Metadata Standards. User shall ensure that all Metadata: (a) is accurate, truthful, and complete; (b) conforms to BLACK OWL MUSIC GROUP INC’s published metadata guidelines and DSP formatting requirements; (c) correctly identifies all contributing artists, songwriters, producers, and rights holders; (d) includes valid ISRC codes for each track and UPC/EAN codes for each Release (BLACK OWL MUSIC GROUP INC may generate these on User’s behalf if not provided); (e) does not impersonate, misrepresent, or misleadingly reference other artists; and (f) includes appropriate explicit content flags where applicable.
3.3 Technical Specifications. User shall submit Content in accordance with BLACK OWL MUSIC GROUP INC’s published technical specifications. At minimum, audio files must be: (a) WAV or FLAC format; (b) minimum 16-bit, 44.1kHz quality (CD quality or higher); (c) properly mastered and free of clipping, distortion, excessive silence, or technical defects; and (d) accompanied by cover artwork meeting DSP specifications (minimum 3000x3000 pixels, JPEG or PNG, no blurriness, pixelation, or inappropriate imagery). BLACK OWL MUSIC GROUP INC reserves the right to reject Content that fails to meet technical specifications.
3.4 Account Security. User is solely responsible for maintaining the confidentiality of login credentials and all activity that occurs under User’s account. User shall immediately notify BLACK OWL MUSIC GROUP INC of any unauthorized access or security breach. BLACK OWL MUSIC GROUP INC shall not be liable for losses arising from unauthorized access to User’s account.
3.5 Tax Obligations. User is solely responsible for all taxes, duties, levies, and withholding obligations arising from receipt of Royalties. User shall provide BLACK OWL MUSIC GROUP INC with all necessary tax documentation (including but not limited to W-9 forms for US-based Users, W-8BEN forms for non-US Users, or equivalent documentation in User’s jurisdiction) to facilitate proper tax reporting and minimize withholding where legally permissible. BLACK OWL MUSIC GROUP INC may withhold applicable taxes from Royalty payments if required by law.
4.1 Prohibited Content. The following categories of Content are strictly prohibited and shall not be submitted, distributed, or stored on the BLACK OWL MUSIC GROUP INC platform under any circumstances:
4.2 Streaming Fraud and Artificial Inflation. User shall not engage in or facilitate artificial streaming manipulation, including but not limited to: use of bot farms, click farms, stream manipulation services, playlist manipulation, or any automated or incentivized systems designed to inflate stream counts, chart positions, or Royalties. BLACK OWL MUSIC GROUP INC and its DSP partners independently monitor for artificial streaming activity. Upon detection or reasonable suspicion of streaming fraud, BLACK OWL MUSIC GROUP INC may: (a) immediately suspend or terminate User’s account; (b) withhold, recoup, or forfeit any Royalties attributable to fraudulently inflated streams; (c) remove all affected Content from DSPs; (d) permanently ban User from the platform; and (e) report the activity to DSPs and relevant authorities. User shall be liable for any fines, penalties, or damages imposed on BLACK OWL MUSIC GROUP INC by DSPs as a result of User’s fraudulent activity.
4.3 Playlist and Algorithmic Manipulation. User shall not engage in or facilitate any form of playlist manipulation, including but not limited to: purchasing playlist placements from unauthorized third parties, using bots or fake accounts to add Content to editorial or user playlists, or creating networks of fake playlists to artificially boost streams. Such activity constitutes a material breach of this Agreement.
4.4 Multiple Account Prohibition. User shall not create or maintain multiple accounts on BLACK OWL MUSIC GROUP INC for the purpose of circumventing release limits, revenue caps, content moderation decisions, or account-level restrictions. Discovery of duplicate accounts may result in termination of all associated accounts.
5.1 Revenue Split. BLACK OWL MUSIC GROUP INC shall retain 0% of all net Royalties generated by User’s Content distributed through the platform. User shall receive 100% of all net Royalties. “Net Royalties” means Royalties received from DSPs after deduction of any DSP-level fees, platform infrastructure fees, rights administration fees, and applicable taxes or withholdings. This revenue split applies uniformly to all revenue streams, including streaming royalties, download sales, YouTube Content ID revenue, and any other monetization proceeds.
5.2 Payment Schedule. Royalties earned during each calendar month are paid to User approximately 60–90 days after the end of the month in which they were earned, reflecting standard DSP reporting and payment cycles. BLACK OWL MUSIC GROUP INC is dependent on DSP payment timelines and cannot guarantee exact payment dates.
5.3 Minimum Payout Threshold. User must accumulate a minimum balance of $0.00 USD in Royalties before BLACK OWL MUSIC GROUP INC initiates a payout. If User’s Royalty balance at the end of a payment cycle is less than the minimum threshold, Royalties shall roll over to the next payment cycle and accumulate until the threshold is reached. Upon termination of this Agreement, BLACK OWL MUSIC GROUP INC shall pay out any remaining Royalty balance regardless of threshold.
5.4 Payment Methods. BLACK OWL MUSIC GROUP INC shall remit Royalties via one of the following methods, as selected by User in the Dashboard: (a) bank transfer; (b) PayPal; (c) mobile money (where available); or (d) any other payment method offered by BLACK OWL MUSIC GROUP INC. User is responsible for providing accurate payment information. BLACK OWL MUSIC GROUP INC is not liable for payment delays or failures resulting from incorrect information provided by User. Transaction fees charged by payment processors shall be borne by User and deducted from the payout amount.
5.5 Currency and Conversion. All Royalties are calculated and reported in United States Dollars (USD). If User elects to receive payment in a different currency, conversion shall occur at the prevailing exchange rate on the date of payment. User bears all foreign exchange conversion costs and risks.
5.6 Royalty Statements. BLACK OWL MUSIC GROUP INC shall provide User with monthly Royalty statements via the Dashboard, detailing: (a) total streams, downloads, and usage metrics by DSP; (b) gross Royalties earned; (c) applicable deductions and fees; (d) net Royalties payable to User; and (e) payment status. Royalty statements are estimates based on DSP-reported data and may be subject to adjustment. BLACK OWL MUSIC GROUP INC is not liable for errors in DSP reporting.
5.7 Royalty Disputes. If User disputes any Royalty calculation or payment, User must notify BLACK OWL MUSIC GROUP INC in writing within sixty (60) days of the disputed statement date. The notice must include a detailed description of the dispute and supporting documentation. BLACK OWL MUSIC GROUP INC shall investigate and respond within thirty (30) business days. Failure to dispute a Royalty statement within sixty (60) days constitutes acceptance of the statement as accurate.
5.8 Withholding and Recoupment. BLACK OWL MUSIC GROUP INC reserves the right to withhold Royalties in the following circumstances: (a) pending resolution of an active copyright dispute involving User’s Content; (b) pending investigation of suspected streaming fraud or artificial inflation; (c) where a DSP has frozen or withheld revenue attributable to User’s Content; or (d) where User owes outstanding fees or amounts to BLACK OWL MUSIC GROUP INC. Withheld Royalties shall be released upon resolution of the underlying issue, less any applicable deductions. BLACK OWL MUSIC GROUP INC may also recoup from User’s Royalty balance any fines, penalties, or clawbacks imposed by DSPs as a result of User’s Content or conduct.
6.1 DMCA Compliance. BLACK OWL MUSIC GROUP INC operates in compliance with the Digital Millennium Copyright Act (DMCA) and equivalent international copyright legislation. User acknowledges and agrees that:
6.2 Repeat Infringer Policy. BLACK OWL MUSIC GROUP INC maintains a repeat infringer policy in accordance with the DMCA. Users who receive three (3) or more valid DMCA takedown notices or copyright strikes within any twelve (12) month period shall be considered repeat infringers. Upon designation as a repeat infringer, BLACK OWL MUSIC GROUP INC may: (a) immediately terminate User’s account; (b) remove all of User’s Content from all DSPs; (c) withhold any unpaid Royalties pending resolution of outstanding copyright claims; and (d) permanently ban User from creating a new account.
6.3 Counter-Notification. If User believes Content was removed in error, User may submit a written counter-notification to BLACK OWL MUSIC GROUP INC that includes: (a) identification of the removed Content; (b) a statement under penalty of perjury that User has a good faith belief the Content was removed by mistake or misidentification; (c) User’s contact information; and (d) consent to jurisdiction. BLACK OWL MUSIC GROUP INC shall process valid counter-notifications in accordance with DMCA procedures but makes no guarantee regarding Content reinstatement, as reinstatement is ultimately subject to DSP policies.
6.4 Copyright Dispute Cooperation. User shall promptly respond to any copyright inquiry, dispute notice, or information request forwarded by BLACK OWL MUSIC GROUP INC within five (5) business days. Failure to respond within this timeframe may result in Content takedown and Royalty withholding until the dispute is resolved. User shall provide BLACK OWL MUSIC GROUP INC with complete and truthful documentation supporting User’s rights to the disputed Content.
7.1 Data Collection. BLACK OWL MUSIC GROUP INC collects and processes Personal Data (as defined under applicable data protection laws) necessary to provide its distribution services, including User’s name, email address, payment information, tax identification details, and Content-related data. BLACK OWL MUSIC GROUP INC processes this data in accordance with its published Privacy Policy, available at blackowlmusic.tonegrid.pro.
7.2 Data Use. Personal Data collected from User shall be used solely for the purposes of: (a) providing distribution services under this Agreement; (b) processing Royalty payments; (c) communicating with User regarding account and Content matters; (d) complying with legal and regulatory obligations; and (e) improving platform functionality and performance. BLACK OWL MUSIC GROUP INC shall not sell, rent, or share User’s Personal Data with third parties for marketing purposes without User’s explicit consent.
7.3 Data Security. BLACK OWL MUSIC GROUP INC shall implement and maintain appropriate technical and organizational measures to protect User’s Personal Data against unauthorized access, disclosure, alteration, loss, or destruction. In the event of a data breach affecting User’s Personal Data, BLACK OWL MUSIC GROUP INC shall notify User without undue delay and take reasonable steps to mitigate the impact.
7.4 Data Retention. Upon termination of this Agreement, BLACK OWL MUSIC GROUP INC shall retain User’s Personal Data only as required by applicable law, regulatory obligations, or legitimate business purposes (such as Royalty accounting and tax reporting). User may request deletion of Personal Data not subject to legal retention requirements by contacting support@blackowldistro.com.
8.1 User Intellectual Property. User retains all right, title, and interest in and to Content and all associated intellectual property rights. Nothing in this Agreement shall be construed as a transfer of ownership of any copyright, publishing right, or other intellectual property right from User to BLACK OWL MUSIC GROUP INC.
8.2 Platform Intellectual Property. All right, title, and interest in and to the BLACK OWL MUSIC GROUP INC platform, including all software, technology, trademarks, service marks, trade dress, and proprietary systems, are and shall remain the exclusive property of BLACK OWL MUSIC GROUP INC and its licensors. User shall not: (a) copy, modify, or create derivative works based on the platform; (b) reverse engineer or decompile any platform technology; (c) use BLACK OWL MUSIC GROUP INC’s trademarks or branding without prior written consent; or (d) access the platform for competitive analysis or benchmarking purposes.
8.3 Feedback. Any feedback, suggestions, or feature requests provided by User to BLACK OWL MUSIC GROUP INC may be used by BLACK OWL MUSIC GROUP INC without restriction, attribution, or compensation to improve the platform and its services.
9.1 Limitation on Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BLACK OWL MUSIC GROUP INC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, OR LOSS OF GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF BLACK OWL MUSIC GROUP INC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2 Cap on Direct Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BLACK OWL MUSIC GROUP INC’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL ROYALTIES ACTUALLY PAID BY BLACK OWL MUSIC GROUP INC TO USER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
9.3 Platform Warranty Disclaimer. THE BLACK OWL MUSIC GROUP INC PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” BLACK OWL MUSIC GROUP INC MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. BLACK OWL MUSIC GROUP INC DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. BLACK OWL MUSIC GROUP INC DOES NOT WARRANT ANY SPECIFIC LEVEL OF REVENUE, STREAMS, CHART POSITIONS, OR ROYALTIES FOR USER.
9.4 User Indemnification. User shall indemnify, defend, and hold harmless BLACK OWL MUSIC GROUP INC and its officers, directors, employees, agents, affiliates, and licensors from and against any and all claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) any breach of User’s representations, warranties, or obligations under this Agreement; (b) any Content that infringes upon any third-party intellectual property rights; (c) any fraudulent or infringing activity conducted through User’s account; (d) User’s violation of any applicable law; and (e) any tax liability arising from User’s failure to comply with tax obligations.
9.5 DSP Actions. BLACK OWL MUSIC GROUP INC shall not be liable for any actions taken by DSPs with respect to User’s Content, including but not limited to: Content rejection, removal, or takedown; account suspension or termination by DSPs; algorithmic changes affecting Content visibility or revenue; changes in DSP royalty rates or payment policies; or DSP insolvency or cessation of operations. BLACK OWL MUSIC GROUP INC has no control over DSP editorial decisions, algorithmic curation, or content moderation policies.
10.1 Term. This Agreement shall commence on the Effective Date and continue indefinitely until terminated by either party in accordance with this Article. The first twelve (12) months following the Effective Date constitute the Initial Term.
10.2 Termination by User. User may terminate this Agreement at any time by providing thirty (30) days’ prior written notice to BLACK OWL MUSIC GROUP INC via the Dashboard or email. Upon receiving termination notice, BLACK OWL MUSIC GROUP INC shall initiate takedown of User’s Content from all DSPs within a commercially reasonable timeframe, which User acknowledges may take up to 30 days due to DSP processing timelines.
10.3 Termination by BLACK OWL MUSIC GROUP INC. BLACK OWL MUSIC GROUP INC may terminate this Agreement and User’s account: (a) immediately and without notice if User materially breaches any term of this Agreement, including but not limited to submission of infringing Content, streaming fraud, or violation of the prohibited content provisions in Article 4; (b) upon fifteen (15) days’ written notice for any other breach that remains uncured; or (c) upon thirty (30) days’ written notice for any reason (termination for convenience).
10.4 Effects of Termination. Upon termination or expiration of this Agreement: (a) all licenses granted herein shall terminate; (b) User’s access to the Dashboard shall be revoked; (c) BLACK OWL MUSIC GROUP INC shall initiate takedown of all Content from all DSPs; (d) BLACK OWL MUSIC GROUP INC shall remit to User any unpaid Royalties that have been collected, less any applicable deductions, fees, or amounts owed by User, within ninety (90) days of termination; (e) provisions that by their nature should survive termination shall survive, including Articles 5 (to the extent of accrued Royalties), 6, 8, 9, and 11.
10.5 Post-Termination Revenue. Royalties generated by Content during the DSP takedown period (between termination notice and actual removal from DSPs) shall be collected and remitted to User in accordance with Article 5, subject to the normal payment schedule and applicable deductions. BLACK OWL MUSIC GROUP INC has no obligation to continue distributing Content after the takedown process is complete.
11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of US, without regard to conflict of laws principles.
11.2 Dispute Resolution. In the event of any dispute arising out of or relating to this Agreement, the parties shall first attempt in good faith to resolve the dispute through direct negotiation for a period of thirty (30) days. If the dispute is not resolved through negotiation, either party may submit the dispute to binding arbitration or pursue remedies in the courts of competent jurisdiction in US.
11.3 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, understandings, and representations, whether written or oral.
11.4 Amendments. BLACK OWL MUSIC GROUP INC reserves the right to modify this Agreement at any time by providing User with at least thirty (30) days’ prior written notice. User’s continued use of the platform after the effective date of any amendment constitutes acceptance. If User does not agree to any amendment, User may terminate this Agreement in accordance with Article 10.
11.5 Severability. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.
11.6 Waiver. No waiver of any term shall be effective unless in writing. The failure to exercise any right shall not constitute a waiver of such right.
11.7 Assignment. User may not assign this Agreement without BLACK OWL MUSIC GROUP INC’s prior written consent. BLACK OWL MUSIC GROUP INC may freely assign this Agreement to any successor or affiliate.
11.8 Force Majeure. Neither party shall be liable for failure or delay in performance caused by events beyond reasonable control, including natural disasters, pandemics, acts of war, government actions, cyberattacks, or telecommunications failures. The affected party shall provide prompt notice and use commercially reasonable efforts to resume performance.
11.9 Notices. All notices under this Agreement shall be in writing and delivered via email to the addresses on file. Notices to BLACK OWL MUSIC GROUP INC shall be sent to support@blackowldistro.com. Notices to User shall be sent to the email address registered in User’s account.
11.10 Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates a joint venture, partnership, employment, or agency relationship.
11.11 Electronic Acceptance. User acknowledges that clicking “I Agree,” “Accept,” or similar acceptance mechanisms on the BLACK OWL MUSIC GROUP INC platform, or submitting Content through the platform, constitutes a valid and binding acceptance of this Agreement with the same legal effect as a handwritten signature.
11.12 Counterparts and Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original. Electronic signatures and scanned PDF signatures shall be deemed valid and enforceable.