Distribution Agreement
INTELLECTUAL PROPERTY AGREEMENT / DISTRIBUTION AGREEMENT /
MV AGREEMENT
This Intellectual Property Agreement (hereinafter referred to as "Agreement") is executed on the signup date of the Firm
We are a Firm named "Maheshwari Visuals", based out of Uttar Pradesh and the Industry we cater to is "Sound & Video recordings"
BY AND BETWEEN
Maheshwari Visuals having the website (maheshwarivisuals.com, dashboard.maheshwarivisuals.com) ("Maheshwari Visuals", "Firm", "we", "us" and "our"), a sole Proprietorship Firm having its registered office at "Galla Mandi Road, Near Kachhala Bus Stand, C/O HARSHIT MAHESHWARI, Maheshwari Complex, Galla Mandi Road, Bilsi, Budaun, Uttar Pradesh, 243633, India" (which expression shall, unless repugnant to the meaning or context thereof, be deemed to mean and include its directors, nominees, assigns, employees, contractors, affiliates, agents, representatives and successors).
AND
This Agreement applies to Users who use the services of the platform (the "Digital Distribution Services, Marketing services, CMS, Merch launch,") and shall be effective as of the date you sign up to the Platform.
In this Agreement, the party granting the right to use the licensed property, User, will be referred to as the "User" and the party who is receiving the right to use the licensed property, Firm, will be referred to as the "Firm." Shall be referred to individually as "Party" and as "Parties" collectively, as the context may require.
- 1. User owns all proprietary rights in and to the copyright-able and/or copyrighted works described in this Agreement. The copyrighted works will collectively be referred to as "Work."
- 2. User owns all rights in and to the Work and retains all rights to the Work, which are not transferred herein, and retains all common law copyrights and all federal copyrights which have been, or which may be, granted by the Library of Congress.
- 3. Firm desires to obtain, and Licensor has agreed to grant, a license authorizing the use of the Work by Licensee in accordance with the terms and conditions of this Agreement.
The parties agree to abide by the terms as follows:
1. GRANT OF LICENSE.
The user owns Property To Be Licensed ("Property"). In accordance with this Agreement, User grants Firm an exclusive license to Use or Sell Highlight The Terms That Apply the Property. The user retains title and Copyright Ownership of the Property. Firm will own all rights to materials, products or other works (the Work) created by Firm in connection with this license. This grant of license applies only to the following described geographical area:
2. RIGHTS AND OBLIGATIONS.
Firm shall be the sole User of the Work and all proprietary rights in and to the Work; however, such Ownership shall not include Ownership of the copyright in and to the Property or any other rights to the Property not specifically granted in this Agreement.
3. PAYMENT.
3.1 The User shall be entitled to receive royalties based on the revenue share percentage applicable to the subscription plan selected by the User at the time of purchase. Such royalty shall be calculated on the net revenue received from distribution platforms, in accordance with the terms of the applicable subscription plan. The Firm reserves the absolute right to modify, revise, or discontinue any subscription plan, including the applicable royalty percentages, pricing, and features, at its sole discretion. Any such changes shall apply prospectively and shall not affect royalties accrued prior to the effective date of such modification. Continued use of the services after such changes shall constitute acceptance of the revised terms.
3.2 The User shall receive their applicable revenue share from the gross revenue received from digital distribution platforms, after deduction of only statutory taxes as required by applicable law. No additional platform fees, DSP charges, or operational deductions shall be applied beyond the agreed subscription plan and revenue share.
3.3 The User will be liable to pay separately for marketing/promotion/playlist pitching/advertisement services. The consideration towards such services shall be decided upon mutual agreement between the Parties.
3.4 In the event the User requests a manual take-down of the Property within the first thirty (30) days of its initial release, a one-time take-down fee of Rs. 500/release- shall apply. After this initial thirty (30) day period has passed, the User may request a take-down of the Property at any time without incurring any fees, penalties, or deductions whatsoever.
3.5 In the event the Firm receives a third-party copyright infringement notice or claim regarding the Property, the Firm must immediately notify the User in writing. The User shall be granted a period of 24 - 48 business hours to provide documentation demonstrating valid copyright Ownership or a legal counter-notice. The User shall only be liable to pay the Penalty of Rs. 5000/- if the User fails to provide such proof of Ownership within the stipulated time and it is determined that the Property must be removed due to actual, proven copyright infringement. No penalties or fees shall be levied against the User for baseless or unverified claims.
3.6 In the event, the User wants to release the Property on Metadata or update it or re-release it, they shall be liable to pay Rs. 100/- per release.
3.7 The User will receive the analytical report post release of the Property, and they shall be given after every 90 days.
3.8 The subscription fee paid by the User shall be deemed inclusive of all distribution, platform, and operational costs incurred by the Firm. No additional deductions, fees, or charges shall be applied to the User's royalty earnings except for statutory taxes mandated by law.
4. MODIFICATIONS.
Unless the prior written approval of the User is obtained, Firm may not modify or change the Property in any manner. Licensee shall not use Licensed property for any purpose that is unlawful or prohibited by these Terms of the Agreement.
5. DEFAULTS ON AGREEMENT.
If Firm fails to abide by the obligations of this Agreement, including the obligation to make a royalty payment when due, User shall have the option to cancel this Agreement by providing 30 days written notice to Firm. Firm shall have the option of taking corrective action to cure the default to prevent the termination of this Agreement if said corrective action is enacted prior to the end of the time period stated in the previous sentence. There must be no other defaults during such a time period or the user will have the option to cancel this Agreement, despite previous corrective action.
6. WARRANTIES.
Neither party makes any warranties with respect to the use, sale or other transfer of the Property by the other party or by any third party, and Firm accepts the product "AS IS." In no event will the User be liable for direct, indirect, special, incidental, or consequential damages, that are in any way related to the Property.
7. TRANSFER OF RIGHTS.
Neither party shall have the right to assign its interests in this Agreement to any other party, unless the prior written consent of the other party is obtained.
8. DAMAGES
For the purpose of this Agreement, a "Material Breach" shall mean a serious violation of the terms of this Agreement, including but not limited to:
- (a) submission of content without valid ownership or rights,
- (b) repeated copyright infringement,
- (c) fraudulent activity, or
- (d) failure to comply with legal obligations.
In the event of a Material Breach by the User, the Firm shall provide written notice specifying the breach, and the User shall have a period of 7 (seven) days to cure such breach.
If the Material Breach remains uncured after the notice period, the User shall be liable for reasonable and proportionate damages. A minimum penalty of up to Rs. 10,000/- may be imposed only in cases involving proven copyright infringement, fraud, or willful misconduct.
No penalty shall be imposed for minor or operational issues that do not materially affect the Agreement.
In the event of a proven or formally initiated copyright infringement claim concerning a specific Property, the Firm shall have the right to temporarily withhold the all royalties for the duration of the claim review, investigation, or dispute resolution process. Upon resolution of the claim, any undisputed and lawfully payable royalties shall be released to the User without undue delay.
9. INDEMNIFICATION.
Each party shall indemnify and hold the other harmless for any losses, claims, damages, awards, penalties, or injuries incurred by any third party, including reasonable attorney's fees, which arise from any alleged breach of such indemnifying party's representations and warranties made under this Agreement, provided that the indemnifying party is promptly notified of any such claims. The indemnifying party shall have the sole right to defend such claims at its own expense. The other party shall provide, at the indemnifying party's expense, such assistance in investigating and defending such claims as the indemnifying party may reasonably request. This indemnity will survive the termination of this Agreement.
10. AMENDMENT.
This Agreement may be modified or amended, only if the amendment is made in writing and is signed by both parties.
11. TERM
This Agreement shall come into force on the date the User subscribes to and purchases any active subscription plan offered by the Firm (the "Effective Date").
This Agreement shall remain valid for the duration of the active subscription period selected by the user. The Agreement shall automatically renew upon each successful renewal of the subscription plan, unless terminated by either Party in accordance with the terms of this Agreement.
The User shall remain obligated to provide any and all documents, information, or verification materials as may be reasonably requested by the Firm at any time during the Term and until the complete removal or takedown of all distributed content from all platforms.
The Firm shall remain obligated to account for and pay all royalties accrued from the exploitation of the content in accordance with this Agreement, including any royalties generated prior to termination, until such time as all dues are fully settled.
Failure by the User to maintain an active subscription may result in suspension of services, without affecting the Firm's rights or the User's obligations under this Agreement.
12. TERMINATION.
This Agreement may be terminated by either party by providing 90 days written notice to the other party. This Agreement shall terminate automatically on Termination Date.
i. Upon termination, the Firm shall cease distribution of the content and initiate takedown from all platforms within a commercially reasonable time.
ii. Termination or expiration of this Agreement shall not extinguish any of Licensee's or Copyright User's obligations under this Agreement including, but not limited to, the obligation to pay royalties which by their terms continue after the date of termination or expiration.
13. SEVERABILITY.
If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.
14. DISPUTE RESOLUTION
The Parties agree to first mediate any disputes or claims between them in good faith and resolve the disputes amicably and share the cost of mediation equally. In the event that mediation fails, any controversy or claim arising out of or relating to this Agreement or breach of any duties hereunder shall be settled by Arbitration in accordance with the Arbitration and Conciliation Act of India, 1996. All hearings shall be conducted virtually via video conferencing, or if physical presence is mutually deemed necessary, shall be held at a mutually decided location within India. All hearings shall be conducted in English. The parties shall each appoint an arbitrator who shall then appoint a sole arbitrator to preside over the Arbitration proceedings. The Parties shall share the costs of arbitration equally, however, this does not affect the right of the Arbitrator to award costs to any one Party.
15. GOVERNING LAW JURISDICTION:
This Agreement shall be governed by and construed in accordance with the laws of India only. Each party hereby irrevocably submits to the exclusive jurisdiction of the courts of Uttar Pradesh, for the adjudication of any dispute hereunder or in connection herewith.
16. NOTICE:
Any notice, direction or instruction given under this Agreement shall be in writing and delivered registered post, cable, facsimile or telex to the addresses as set forth at the start of the said agreement. E-mail communication will also be accepted as a legal notice/claim/ notice of termination served on the Firm.
Maheshwari Visuals C/O Harshit Maheshwari
Address : Maheshwari Complex, Near Gandhi Park, Bilsi, UttarPradesh, India, 243633
Call : +91 05833796906
Whatsapp : +91 7599755643
Email : Contact@maheshwarivisuals.com