Digital Music Distribution Agreement

1.1. "Album" shall mean a collection of digitized Content consisting of Client's performances of original, previously unreleased musical works.

1.2. "Artists Names and Likeness" shall mean the professional stage names, legal names, image, signatures, symbols, logos, animations, and any distinct graphic representation identifying the Client or their performing artists, contractually deemed included for promotional use under this Agreement.

1.3. "Ancillary Material" shall mean sound, literary, graphic, or photographic elements accompanying the Recordings, including but not limited to album cover art, lyrics, liner notes, descriptions, promotional videos, pseudonyms, biographies, metadata, and thumbnails.

1.4. "Claim" means any actual or alleged third-party claim, demand, liability, lawsuit, dispute, or legal proceeding arising out of the distribution of the Content or preventing SUF Digitals from completely exercising the rights granted to it herein.

1.5. "Content(s)" shall mean and include any and all audio, audio-visual recordings, short-form visuals, and images owned or contractually controlled by the Client, as listed dynamically under Annexure A, provided for digital distribution via SUF Digitals.

1.6. "Cool-off Period" shall be a period of 03 (three) months commencing from the exact date of natural expiration or premature termination of this Agreement.

1.7. "Digital Distribution" means any transmission, distribution, streaming, interactive download, ringtone dissemination, or making available of the Content, in whole or in part, via any digital platform, DSP, and all digital means existing now or developed in the future worldwide.

1.8. "DSP" or "Digital Service Provider" means any digital platform offering audio or video streaming, downloading, interactive content consumption, user-generated content management, or ad-funded media storefronts to end-users.

1.9. "Net Receipts" shall mean the revenue that is actually and finally received and cleared into the accounts of SUF Digitals from the exploitation of the Content, after commercial discounts, Digital Service Provider commissions, distribution and aggregation costs, payment and remittance charges, and applicable statutory duties or withholding taxes have already been taken by the parties who take them. Net Receipts is the total revenue for the purposes of this Agreement and is the sole figure to which any share under Annexure C is applied.

1.10. "Plan" means the published subscription tier held by the Client, comprising its fee, its revenue share, and the service levels stated for it. The Plans, their fees and their service levels are published by SUF Digitals and may be varied prospectively under Clause 5.8.

1.11. "Plan Fee" means the annual subscription amount payable for the Plan, exclusive of Goods and Services Tax.

1.12. "Recording" means any sound or audio-visual recording capturing the performance of a musical or literary work.

1.13. "Reporting Period" means the calendar month, expressed in Indian Standard Time, to which a Digital Service Provider attributes the consumption being reported.

1.14. "Third Party" means any legal individual or entity not directly a signatory party or corporate affiliate to this Agreement.

1.15. "Territory" shall mean Worldwide (Universal).

1.16. "Works" shall encompass the comprehensive recordings, compositions, music videos, and all accompanying ancillary assets owned or delivered by the Client.

2.1. The Client appoints SUF Digitals to carry out Digital Distribution of the Client's Content across platforms throughout the global Territory. The appointment is exclusive in respect of each Recording for the Exclusive Period defined at Clause 3.2, and thereafter continues on a non-exclusive basis until takedown.

2.2. The Client grants SUF Digitals the right to deliver and monetise the Content on YouTube and on current or future streaming services. Monetisation parameters, platform formatting and delivery strategy are set by SUF Digitals, acting reasonably and consistently with the Client's written instructions where given.

2.3. Content is placed under this Agreement by delivering it through the SUF Digitals portal. Content so delivered is recorded in Annexure A and governed by this Agreement. Nothing in this clause obliges the Client to deliver any particular Recording, or all of their Recordings, to SUF Digitals.

2.4. The revenue share and, where applicable, the Plan and Plan Fee are set out in Annexure C.

2.5. Deliveries of Content shall happen in the mode, high-fidelity format, and timelines set out in Annexure B.

2.6. SUF Digitals is granted the right to reproduce, encode, digitize, store on secure servers, transmit, and format the Works to meet individual platform technical specifications, for the purpose of distribution under this Agreement and for no other purpose.

2.7. SUF Digitals is granted the non-exclusive right to use the Client's/Artist's Name and Likeness to market and promote the releases, the catalogue, SUF Digitals branding, or DSP curated playlists. This right ends when this Agreement ends, save for material already published.

2.8. SUF Digitals may register the Content with User-Generated Content audio fingerprinting services (such as YouTube Content ID, Facebook Rights Manager, TikTok Sounds) where the Client's Plan includes that service and the Client has confirmed the Recording is eligible. The Client acknowledges that registering a Recording containing uncleared samples or third-party material causes false claims against other creators, and warrants the Recording is clear before requesting it.

3.1. This Agreement commences on the Effective Date and continues for as long as the Client holds a current Plan, renewing with it.

3.2. Exclusive Period. Each Recording is distributed exclusively through SUF Digitals for 12 (twelve) months from the date that Recording is first delivered to a Digital Service Provider under this Agreement (the "Exclusive Period" for that Recording). During its Exclusive Period the Client shall not distribute, licence or make that Recording available through any other distributor, aggregator or service, and shall not itself upload it to any Digital Service Provider. The Exclusive Period runs per Recording and not for the account as a whole, so a Recording delivered in month ten is exclusive for twelve months from that delivery and not for two months.

3.3. After the Exclusive Period. Once a Recording's Exclusive Period has expired, exclusivity over that Recording ends and does not renew. The Recording continues to be distributed by SUF Digitals, and continues to earn under Annexure C, until the Client requests takedown.

3.4. Takedown. The Client may request takedown of any Recording at any time after its Exclusive Period has expired, without giving a reason and without any charge for doing so. SUF Digitals shall issue takedown instructions to each Digital Service Provider within 7 (seven) working days of the request, and the Content shall come down at the speed each Digital Service Provider processes it, which is outside the control of either Party.

3.5. Takedown during the Exclusive Period. SUF Digitals shall action a takedown request made during a Recording's Exclusive Period where the request arises from a rights dispute, a claim of infringement, an error in the Recording or its metadata, a requirement of a Digital Service Provider, or any legal obligation. In any other case SUF Digitals may decline to take the Recording down before its Exclusive Period expires, and shall state its reason in writing. Declining a takedown does not entitle SUF Digitals to continue distributing a Recording the Client is no longer entitled to licence.

3.6. Nothing in this Clause limits Clause 4 (Termination) or the recoupment provisions at Clause 3.7.

3.7. Recoupment. Where SUF Digitals has paid the Client an advance, or has incurred marketing or other expenditure on the Client's written instruction and at the Client's cost, the sums outstanding remain recoverable from the Client's future royalties after termination or takedown, and only those sums. Recoupment does not create an obligation on the Client to continue distributing with SUF Digitals beyond the Exclusive Period.

4.1. Either Party may terminate this Agreement by serving 30 (thirty) days written notice on the other. Termination by the Client ends the right to deliver new Content, and ends this Agreement once the Exclusive Period of every Recording still distributed under it has expired. Recordings whose Exclusive Period is still running remain distributed under Annexure C until it expires, and are then taken down on request. The Client may separately request takedown under Clause 3.4 without terminating this Agreement.

4.2. SUF Digitals may suspend delivery or terminate immediately where the Client is in material breach of Clause 6 (Representations and Warranties), where a Digital Service Provider requires it, or where continued distribution would expose SUF Digitals to legal liability. Immediate suspension shall be notified to the Client in writing with the reason stated.

4.3. Termination does not extinguish royalties already earned. Sums earned before termination remain payable on the ordinary reporting and payout cycle, and any holdback then running is released on its stated dates.

4.4. Takedown on termination is executed across all Digital Service Providers, and a period of up to 3 (three) months is allowed thereafter for final royalty reporting and mapping to complete. No new revenue accrues to SUF Digitals from the Content after takedown is effective.

4.5. Any advance outstanding at termination remains due and is recovered first from royalties still to be reported, and only thereafter directly from the Client.

4.6. No refund of the Plan fee arises on termination by the Client, save as provided in Clause 5.9.

5.1. The Revenue Base. The total revenue under this Agreement is the Net Receipts, being the money that actually reaches SUF Digitals for the Content. The Client's share under Annexure C is calculated on that figure and on no other. It is not calculated on the revenue a Digital Service Provider reports as gross, nor on any figure shown in a platform dashboard, nor on any amount before the deductions described at Clause 1.9 have been taken by the parties entitled to take them. Those deductions are made upstream of SUF Digitals, are outside its control, and are not a charge levied by SUF Digitals. Where a store, a platform or an intermediary reduces what it pays through, the amount SUF Digitals receives falls, and every share computed on it falls proportionately, including the share retained by SUF Digitals itself.

5.1.1. Nothing in Clause 5.1 permits SUF Digitals to take any deduction of its own beyond the share stated in Annexure C. Its share is the whole of its remuneration from the Content, and there is no separate handling, processing, delivery, storage or administration charge against the Client's royalties.

5.1.2. Royalties shall be divided and disbursed as stipulated under Annexure C. Where an advance has been paid to the Client, payout calculations are initiated after recoupment of that advance.

5.2. Two Distinct Divisions. The Parties acknowledge that two separate divisions of revenue operate under this Agreement and that they are applied in sequence, never together. First, the share retained by SUF Digitals under Annexure C is applied once to the Net Receipts of a Recording, and the remainder constitutes the "Split Base" for that Recording. Second, the Split Base is divided among the Client and any other payees named for that Recording in the proportions recorded under Annexure D. The Client's percentage under Annexure C is therefore not a sum already disbursed to the Client; it is the definition of the pool from which every payee on that Recording is paid. No payee is deducted twice and SUF Digitals takes no further share at the second stage.

5.3. Where a Recording names only one payee, the Split Base and that payee's entitlement are the same figure, and Annexure D has no practical effect.

5.4. Statutory deductions, including tax deducted at source, are computed separately against each payee's own entitlement and each payee's own Permanent Account Number, and are never applied to the Split Base as a whole.

5.5. Plan Fee. Where the Client holds a Plan, the Plan Fee stated in Annexure C is payable annually in advance and is exclusive of Goods and Services Tax, which is charged in addition at the prevailing rate and shown separately at checkout and on the tax invoice. The Plan Fee buys the service levels stated for that Plan. It is not an advance against royalties, is not recouped from royalties, and is not deducted from any payout.

5.6. Plans do not renew automatically. SUF Digitals shall notify the Client before a Plan is due to expire, and the Plan continues only if the Client renews it. No amount is charged to any saved payment instrument without a fresh instruction from the Client.

5.7. Effect of Lapse. Where a Plan lapses, Clause 3.3 applies: distribution and royalty reporting for Content already delivered continue at the share applicable under Annexure C, and the ability to deliver new Content and the Plan-specific service commitments are suspended until the Plan is renewed.

5.8. Variation of Plans. SUF Digitals may vary the published Plans, their fees, their shares and their service levels. Any such variation takes effect for the Client only from their next renewal, and is notified to the Client not less than 30 (thirty) days before that renewal. A variation never applies to a period already paid for, and never applies retrospectively to revenue already earned. If the Client does not accept a variation, the Client may decline to renew, and Clause 3.3 governs what happens to their catalogue.

5.9. Refund. Where the Client cancels a Plan within 7 (seven) days of purchase and has not delivered any Content under it, the Plan Fee is refunded in full. After that period, or after Content has been delivered, the Plan Fee for the current year is not refundable. This does not affect any royalty earned, which remains payable in every case.

5.10. Statements. SUF Digitals shall make available to the Client, in the portal, a statement for each Reporting Period showing the Recording, the Digital Service Provider, the territory, the units, the Net Receipts, the share applied and the amount payable. The Client may raise a query on any statement within 90 (ninety) days of it being made available, and SUF Digitals shall respond with the underlying figures.

6.1. The Client unequivocally represents and warrants that:

6.1.1. They possess the complete legal capacity, ownership rights, and corporate authorizations to execute this contract. This deal does not conflict with or breach any pre-existing exclusive record label, publishing, or distribution contract.

6.1.2. No active copyright litigation, administrative proceedings, or ownership disputes exist or are threatened against the Content that could compromise the market reputation or financial standings of SUF Digitals.

6.1.3. They hold pristine copyright control over the master recordings, lyrics, musical compositions, samples, and artwork. No unauthorized samples, loops, or third-party intellectual properties are present.

6.1.4. Anti-Fraud Clause: The Client strictly pledges never to use artificial methods to inflate streaming statistics. This includes bots, click-farms, coordinated viewing groups, loop scripts, or incentivised fake traffic. This obligation extends to any third party engaged by the Client, including promotion, marketing and playlist services, and the Client remains responsible for their conduct.

6.1.4.1. Pass-Through of Platform Penalties. Where a Digital Service Provider or upstream distributor levies a charge, fine or deduction on SUF Digitals in respect of artificial streaming attributed to a Recording of the Client, that charge is recoverable from the Client. Recovery is applied first against any sums held under the holdback provisions, then against the Client's available balance, and any residue remains due. SUF Digitals shall not recover more than the amount actually charged to it, shall itemise the recovery on the Client's statement identifying the Recording, the service and the period, and shall not levy any additional charge of its own for administering the recovery.

6.1.4.2. Right to Dispute. Detection by a Digital Service Provider is not a finding of fault by SUF Digitals. The Client may dispute a recovery within thirty days of it appearing on their statement. Where a dispute is upheld, or where the charge is withdrawn by the party that levied it, the recovery is reversed in full: sums taken from holdback are restored with their original release dates and sums taken from balance are credited back, both shown on the statement rather than silently adjusted.

6.1.4.3. Suspension and Termination. Repeated or flagrant artificial streaming may result in suspension of delivery and termination under Clause 4. Termination under this sub-clause does not extinguish the Client's liability for charges already levied, nor SUF Digitals' obligation to pay royalties genuinely earned and not the subject of a charge.

6.1.5. The Client shall not make or publish any statement about SUF Digitals that is false and damaging. Nothing in this clause prevents the Client from describing their own experience honestly, from reviewing the service publicly, from raising a complaint with any regulator or court, or from discussing the terms of their own Plan, and any attempt to read it otherwise is expressly disclaimed.

6.2. SUF Digitals represents and warrants that:

6.2.1. It possesses full corporate rights to offer commercial distribution services.

6.2.2. It will not modify, chop, or create derivative works of the underlying audio file without specific written confirmation from the Client.

6.2.3. It will render accurate financial reporting statements and transparent royalty payouts on a regular processing schedule.

6.2.4. It will apply to each Recording the revenue share stated in Annexure C for the Reporting Period concerned, and no other deduction of its own beyond that share.

7.1. The underlying musical copyright, master recording rights, and trademark assets remain the property of the Client. This Agreement operates as a distribution licence and does not constitute a transfer of core copyright ownership to SUF Digitals.

7.2. Nothing in this Agreement operates to assign or waive any right of an author or composer that is not capable of assignment or waiver under the Copyright Act, 1957 as amended, including the rights of authors to receive royalties for utilisation of their works. This Agreement concerns the distribution of sound recordings and does not administer the Client's rights as author or composer, which the Client remains free to register and administer independently, including through a copyright society.

8.1. SUF Digitals shall notify the Client within a reasonable timeframe if a formal copyright claim, DMCA strike, or legal challenge is directed at the Client's catalog.

8.2. The Client must take ownership of the dispute and coordinate resolution at their own cost. SUF Digitals may suspend monetization or hide the disputed Recording from active platforms while an ownership claim is live, and shall restore it promptly once the claim is resolved in the Client's favour.

9.1. The Client agrees to defend, hold harmless, and indemnify SUF Digitals, its officers, and DSP affiliates against losses, settlement damages, legal fees, and operational costs resulting directly from a breach of warranties, copyright infringement claims, or metadata fraud committed by the Client.

9.2. SUF Digitals shall defend, hold harmless and indemnify the Client against losses arising directly from SUF Digitals' own breach of this Agreement, its gross negligence, or its wilful misconduct. Save in respect of royalties properly due to the Client, which are payable in full, the aggregate liability of SUF Digitals under this Agreement in any twelve-month period is limited to the greater of the Plan Fee paid by the Client in that period and the sums payable to the Client for that period.

10.1. In the event of a contractual default, the Party alleging default shall issue a written notice detailing the breach and allowing not less than 15 (fifteen) days to cure it, save where the breach is of Clause 6.1.4 or where a Digital Service Provider requires immediate action.

10.2. SUF Digitals may withhold payouts referable to a Recording that is the subject of a live ownership dispute or an artificial-streaming investigation, for so long as that dispute or investigation is live, and shall release them once it is resolved. Royalties not referable to the disputed Recording continue to be paid on the ordinary cycle.

11.1. Each Party shall keep confidential the non-public information of the other, including SUF Digitals' operational methods, internal systems, upstream commercial arrangements, and the identity and terms of its partners, and including the Client's unreleased Content, personal data and financial details.

11.2. Plan names, Plan Fees and published Plan terms are not confidential. The Client is free to discuss the terms applying to their own account, including the share they receive and what they pay, with anyone they choose, including other artists, an adviser, or a court. Confidentiality under this Clause is not a restraint on the Client speaking about their own deal.

11.3. Split percentages agreed between the Client and their collaborators are confidential as between the payees on that Recording, and SUF Digitals shall not disclose them to any person who is not a payee on that Recording, save where required by law.

12.1. The Client may not assign this Agreement or the catalogue rights granted under it without the written consent of SUF Digitals, which shall not be unreasonably withheld. SUF Digitals may assign its rights under this Agreement to a corporate affiliate or successor entity, on written notice to the Client, provided the assignee assumes the obligations owed to the Client in full.

13.1. SUF Digitals processes the Client's personal data, including identity, tax and bank details, for the purposes of operating the account, delivering Content, computing and paying royalties, and complying with law. Processing is carried out in accordance with the Digital Personal Data Protection Act, 2023 and the privacy notice published on the SUF Digitals website.

13.2. The Client may request access to, or correction of, the personal data held about them, and may withdraw consent for any processing that is not required for a legal obligation or for the performance of this Agreement. Records that SUF Digitals is required by tax or accounting law to retain are retained for the period the law requires, notwithstanding withdrawal of consent or termination of this Agreement.

14.1. This Agreement shall be governed, interpreted, and enforced in accordance with the laws of the Republic of India.

14.2. The Parties shall attempt in good faith to resolve any dispute by discussion before commencing proceedings. Failing resolution within 30 (thirty) days, the courts at Panipat, Haryana shall have jurisdiction. Nothing in this clause deprives the Client of any right to approach a consumer forum or other authority having jurisdiction under a law that cannot be contracted out of.

15.1. Entirety: This Agreement and its annexures constitute the complete understanding between the Parties, overriding all prior verbal negotiations or drafts.

15.2. Severability: If any provision is deemed void by a court of law, the remaining clauses shall continue in full force and effect.

15.3. Electronic Execution: This Agreement may be executed electronically through the SUF Digitals portal, and an electronic record of acceptance, together with the version of the document accepted, constitutes execution by the Client. SUF Digitals shall retain and make available to the Client the exact version of the document they signed.

This annexure is dynamic and expands automatically whenever the Client submits new track metadata and content masters via verified digital intake pipelines. Each single release, music video, or EP delivered to SUF Digitals for distribution is recorded against the Client's catalog in the portal.

The Client agrees to deliver all commercial track files, master audio files (WAV format), promotional artwork, and explicit metadata strings at least 2 weeks (14 days) prior to the targeted global release date.

The Client acknowledges that deliveries finalized less than 2 weeks prior to release may cause the DSP storefronts to delay deployment or fail playlist submission windows.

SUF Digitals may adjust track metadata tags, formatting structures, genres, or language categorizations where a store's criteria require it, and shall inform the Client of any adjustment made.

Plan: undefined.

Client Payout Share: 75% of Net Receipts for each Recording.

SUF Digitals Share: 25% of Net Receipts for each Recording.

Plan Fee: the amount published for that Plan at the time of purchase, exclusive of Goods and Services Tax, payable in advance for each year of the Plan.

The share stated above is the published share for the Plan named. It is not individually negotiated, and the same share applies to every account on that Plan.

Change of Plan. The Client may move to another Plan at any time. A change of Plan changes the share from the Reporting Period in which the change is made, and never before it. Revenue for Reporting Periods already closed continues to be paid at the share that applied to those periods, notwithstanding that the statement for such a period may reach the Client after the change. This is stated so that a Client who upgrades does not expect an earlier month to be recalculated, and so that a Client who downgrades is not charged the higher share on months already earned.

Royalties are computed on Net Receipts, meaning the money that actually reaches SUF Digitals for the Recording. That figure is the total revenue for the purposes of this Agreement, and the percentage above is applied to it. It is not applied to the gross figure a store reports, because that gross is reduced by the store and by the parties between the store and SUF Digitals before any of it arrives.

Disbursements follow the payout schedule and minimum payout threshold stated for the Plan and published in the portal.

All distributions remain subject to statutory deductions, withholding tax, mechanical rights clearances, and banking or remittance charges.

Net Receipts are measured by the sums that actually clear into the accounts of SUF Digitals. Where the amount remitted by an upstream distributor or Digital Service Provider differs from the amount stated in that party's own report, by reason of foreign exchange spread, banking or intermediary charges, withholding at source, minimum-payout carry-forward, or a subsequent adjustment by that party, the figure that cleared is the operative figure. Differences below the platform variance threshold are borne by SUF Digitals and do not alter any payee's entitlement. Differences at or above that threshold are applied proportionately to the affected Recordings for the affected period and are itemised on the statement.

The share stated above is applied once to each Recording. Where a Recording has more than one payee, the remainder after that share is the Split Base and is divided under Annexure D.

This annexure is dynamic. It records, for each Recording, every person or entity entitled to a portion of that Recording's Split Base and the percentage each is entitled to. It is populated through the SUF Digitals portal and takes effect only in accordance with the rules below.

D.1. Authority to Declare. The Party submitting a Recording warrants that it is authorised to declare the split for that Recording and that the persons named, and the percentages stated, reflect the actual agreement between the contributors. That Party indemnifies SUF Digitals against any claim arising from a split declared incorrectly, incompletely, or without authority.

D.2. Acceptance by Each Payee. Every named payee must accept their own stated percentage through their own account before the Recording is delivered. A payee who has accepted is bound by this Annexure and by the payee terms presented at acceptance, notwithstanding that the payee may not be a signatory to the body of this Agreement. Acceptance is the mechanism by which a collaborator becomes entitled to be paid directly by SUF Digitals.

D.3. Delivery Gate. A Recording whose declared percentages do not total 100%, or on which any named payee has not accepted, shall not be delivered. This is not a discretionary hold; it is the condition on which SUF Digitals is able to pay anyone at all.

D.4. Effective Dating. A split applies from the date it is accepted and is never applied retrospectively. Revenue already attributed under a previous split remains attributed under that split. Any amendment constitutes a new split and requires acceptance afresh from every payee named in it.

D.5. Non-acceptance and Unverified Payees. Where a Recording is already live and a named payee has not accepted, or has accepted but has not completed the identity and payment verification required to receive funds, that payee's portion shall accrue and be held unallocated. It shall not be redistributed to the other payees, and it shall be released upon acceptance and verification. Nothing in this clause entitles SUF Digitals to retain that portion.

D.6. One Plan per Recording. The share retained by SUF Digitals under Annexure C is determined by the Plan of the account under which the Recording is delivered, and applies to the whole of that Recording. Where payees on the same Recording hold different Plans, the Plan of the delivering account governs, and the portal shall display to each payee the Plan applicable to that Recording together with the payee's own entitlement expressed as a monetary amount and not solely as a percentage.

D.7. Management Commission. Where a payee is separately engaged with SUF Digitals under an artist management arrangement, the management commission arising from that arrangement is applied to that payee's own entitlement alone. It is never applied to the Split Base, and it never reduces the entitlement of any other payee on the same Recording.

D.8. Disputes. A dispute between payees as to their respective percentages suspends disbursement of the disputed Recording's Split Base and does not, of itself, suspend distribution of the Recording. SUF Digitals is not an arbiter of the underlying agreement between contributors, shall hold the disputed sums pending written instruction signed by all named payees or an order of the court named in Clause 14, and shall not be liable for the period of any such hold.