Sound Artist Supply Agreement (Non-Exclusive)

This Agreement governs the terms by which composers, musicians or other artists provide stock musical compositions, master recordings, sound recordings, digital files and other audio content to members of the stockist.co.za community, on a non-exclusive basis through the web site located at www.stockist.co.za and www.stockist.photo.co.za (the "Site”) and to other prospective licenses through other distribution venues as provided for in this Agreement. [For the supply agreement relating to exclusivity, click here.]

This Agreement contains many important provisions that affect your rights and obligations. By ticking the correct box at the end of this Sound Artist Supply Agreement (Non-Exclusive) (the "Agreement”) and typing "I agree”, you thereby agree to be bound by the terms of this Agreement


If you are a corporation or other entity or a minor you may be subject to further filing requirements. We encourage you to print a copy of the Agreement for your records. In this Agreement you will be referred to as either "you”, "your” or "Sound Artist”.


If you are currently a member of a performing rights society or other similar organization anywhere in the world (for example: SOCAN, ASCAP, BMI, SESAC, PRS, Harry Fox Agency, CMRRA, GEMA, SACEM, SDRM, SODRAC, SGAE, AGEDI, AIE, AOSGE, DAMA or JASRAC) you are not eligible to submit Audio Content to STOCKIST. Should you wish to become a member of any such organization during the term of this Agreement, you must first terminate this Agreement by following the rules in Section 13(a).

1. Background of Agreement

a. This is a legal agreement between any member intending to upload Audio Content onto the Site and Stockist (Pty) Ltd LP, ("STOCKIST” or "us” or "we”). Stockist (Pty) Ltd® is the operator of the Site. The Sound Artist wishes to appoint STOCKIST as its non-exclusive distributor to license and distribute Audio Content (as defined below) created by the Sound Artist on the terms and conditions set forth in this Agreement

b. Upon accepting the terms of this Agreement, you may make Audio Content available to STOCKIST by following the "Upload” procedures and policies identified on the relevant portion of the Site. Each upload of Audio Content will be governed by the terms and conditions of this Agreement.

c. This Agreement is in addition to the Terms of Use applicable to the Site and to the Membership Agreement that all persons providing Audio Content to or downloading Audio Content from the Site have previously entered into. In the event of any inconsistency between this Agreement, the Membership Agreement and the Terms of Use, the terms of this Agreement shall govern.

d. This Agreement remains in full force and effect until terminated in accordance with its terms. If at any time the terms and conditions of this Agreement are no longer acceptable to the Sound Artist, you must follow the termination procedures set forth below under "Term and Termination”.

2. Provision of Content

1. The parties acknowledge that the Sound Artist may, from time to time, provide information, musical compositions, master recordings, non-musical audio recordings and other sound material to STOCKIST using the Upload procedures of the Site or such other procedures as the parties may mutually agree (collectively, "Audio Content”). STOCKIST, in its sole discretion, may determine which of such Audio Content is suitable for posting on the Site or other means of direct or indirect distribution, and only such Audio Content as it deems suitable will be considered "Accepted Audio Content” for the purposes of the applicable provisions of this Agreement. Although STOCKIST may permit Audio Content to be submitted pursuant to certain applications from time to time, your ability to submit further Audio Content to the Site shall be subject to policies and procedures outlined in the Site and such applications.

a. In addition to the terms of this Agreement, the parties acknowledge that the provision of all Audio

Content is subject to the policies and procedures outlined in the Site and applications, the terms of

which are incorporated by reference into this Agreement. Any breach of the rules relating to Audio

Content outlined in the Site will be deemed to be a breach of this Agreement.

b. You represent and warrant that you shall not: (i) license your own Audio Content (except

occasionally and then only for legitimate creative purposes); or (ii) predominately license the

content of only a few contributors. You agree that you will not collude with another STOCKIST member to have that member do either of (i) or (ii) above for your benefit. You acknowledge that genuine subscription customers typically license files from many contributors and you agree that your subscription licensing behavior will conform to this typical conduct. In addition to any other available remedies, if you breach this paragraph STOCKIST may immediately terminate this Agreement and/or, if applicable, cancel your subscription package without any refund to you. You further agree to forfeit any royalties earned by you in connection with your misconduct.

3. Grant of Authority

The Sound Artist hereby appoints STOCKIST as Sound Artist's non-exclusive distributor to sell, license or sublicense Audio Content to third parties worldwide, and to collect and remit funds in connection with those endeavors on the terms set forth in this Agreement. For all Audio Content, the Sound Artist grants to STOCKIST the worldwide right to market and grant perpetual, worldwide and non-exclusive licenses or sublicenses to end-users either: (i) through the Site or via a portable interface that links back to the Site; (ii) through other venues owned or operated bySTOCKIST or its parent or affiliated companies; or (iii) through third party Distribution Partners (defined in Section 3(d)). STOCKIST and its Distribution Partners will determine the terms and conditions of all licenses of Audio Content granted by them, but will not use or license Audio Content for uses that are defamatory, pornographic or otherwise illegal. For all Audio Content, the Sound Artist grants to STOCKIST the following rights to be exercised in any manner and in any and all media (whether now known or, if permitted by applicable law, hereafter created):

a. Reproduction, Synchronization and Electrical Transcription. The right to use and authorize others to use the Audio Content for the purposes of mechanical reproduction and duplication, electrical transcription, synchronization with visual images, other music or sound, dramatic productions, and various commercial uses and to collect all fees and royalties becoming due from such uses, if any;

b. Public Performance. The right to publicly perform and authorize others to publicly perform the Audio Content for profit and to collect all fees and royalties becoming due from such performances, if any;

c. Media. The right to market, advertise, promote, distribute, rent, sell, license, broadcast, exhibit, manufacture and otherwise exploit products, film or television productions and other works embodying the Audio Content, including (i) theatrically, (ii) on all forms of television including cable, cable transmission, free, pay, subscription, syndicated, video-on-demand, CATV and satellite, (iii) on radio for broadcast over the air, satellite broadcast, or internet whether by streaming or otherwise, (iv) on the internet and/or mobile devices via browser, device or download, and (v) on tangible media devices (like DVD), and the right to authorize other to do the same;

d. Distort, Edit and Modify. To the extent permitted by applicable law, the right to adapt, edit, modify, change, loop and use less than an entire Audio Content file and the right to authorize others to do the same (and consequently you accept all changes to the Audio Content in keeping with the usual practices of the applicable industry of use);

e. Distribution. The right to distribute and license Audio Content in any configuration (as a single song or sound, as part of an album or other bundle, in an on-demand stream, as part of a subscription service, etc.) direct from the Site, via a portable interface that links back to the Site or through other venues owned or operated by STOCKIST or its parent or affiliated companies;

f. Preview Content. The right to create, edit and publicly perform, playback or otherwise make available to the public by streaming, clips comprising portions of the Audio Content ("Preview Content”), such Preview Content designed to promote the sale of permanent downloads of Audio Content or subscriptions to a service that includes Audio Content or to promote the Site;

g. Server and Ephemeral Copies. The right to reproduce and publicly perform or reproduce any necessary server and/or ephemeral copies of the Audio Content, including those required to create and maintain an audio fingerprint and the right to authorize other to do the same;

h. Ring Tones and Mobile Audio. The right to edit, modify, alter, enhance, reproduce, loop, distribute and publicly perform portions of the Audio Content as so-called "ring tones,” "master tones,” "ring-back tones,” or similar audio segments for use in connection with wireless devices, and the right to authorize others to do the same; and

i. Likeness and Biographical Information. The right to use and publish, and permit others to use and publish, your STOCKIST member name (or, if you consent, your proper name) in association with the Audio Content, in connection with exploitation of the Audio Content by us or by third parties selling and distributing music or other sound content on or through their sites or other distribution channels, including for advertising and promotional purposes.

a. In addition to the foregoing grant, STOCKIST may use Accepted Audio Content for its own business purposes relating to the promotion of the Site and its distribution programs, and promote the licensing of Accepted Audio Content (including, without limitation, the use of the Accepted Audio Content and the Sound Artist's registered and unregistered trademarks relating to Audio Content for marketing, sales and promotional efforts whether on the Site or through third parties). No compensation shall be due to the Sound Artist for use of Accepted Audio Content for such business purposes.

b. The Parties agree that all right, title, and interest including copyright, in and to the uploaded Audio Content will be retained by the Sound Artist, and no right, title or copyright is transferred or granted in any way to STOCKIST, licensees, sub-licensees or any other third party except as provided in this Agreement.

c. Accepted Audio Content may be included in one or more current or future content collections ("Collections”) made available for licensing or distribution by STOCKIST or third party distributors (each a "Distribution Partner”). STOCKIST will determine the Collection and may subsequently move and license Accepted Audio Content through a Collection. For all Accepted Audio Content that moves into another Collection, the royalties paid to you shall be as set out in the Rate Schedule (defined below).

d. STOCKIST and its Distribution Partners may offer license models through an application program interface (API) or other utility that will make Accepted Audio Content available for use by clients on a high-volume basis. Accordingly, where appropriate, the amount due to you will be determined according to: (a) the ratio of the number of individual items of your Accepted Audio Content to the total number of individual items of content licensed together; or (b) in STOCKIST’s sole discretion, the relative value of your individual items of Accepted Audio Content compared to all other content licensed together with it.

4. Intellectual Property Matters

The Sound Artist acknowledges that STOCKIST prohibits any Audio Content or any other material that infringes on any rights, including without limitation, trademark, copyright, trade secret, right to privacy, right to publicity, or any other applicable law or proprietary right to be uploaded to the Site and Sound Artist expressly agrees that the upload of Audio Content complies with all applicable law and does not infringe any of said rights.

a. To the extent permitted by applicable law, you waive all moral rights including without limitation your right to integrity of the Audio Content and the right to be associated with the Audio Content by name. To the extent such waiver is void or unenforceable by applicable law, you agree not to enforce any such moral rights against STOCKIST, its licensees and sub-licensees of the Audio Content. To the extent such an agreement not to enforce your moral rights is void or unenforceable by applicable law, you: (i) grant a revocable right to STOCKIST, its licensees and sub-licensees to use Audio Content without being credited as the author; (ii) grant to STOCKIST, its licensees and sub-licensees the right to make adaptations of the Audio Content and to exploit the Audio Content as provided in article 3 above, and, (iii) agree that the upload by you of the Audio Content to the Site constitutes the first publication of the Audio Content.

b. All rights which are not expressly granted to STOCKIST in this Agreement by Sound Artist are specifically reserved to Sound Artist and Sound Artist agrees not to exercise those reserved rights in any manner inconsistent with the rights granted to STOCKIST in this Agreement.

c. STOCKIST is entitled to categorize Accepted Audio Content into the audio category it deems appropriate without any liability to you. Should you disagree with any such categorization, you may request that such Accepted Audio Content be removed from the Site.

5. Compensation

STOCKIST shall determine the price to be charged to licensees and sub-licensees for the download and use of Audio Content. These prices are subject to change in the sole discretion of STOCKIST in the ordinary course of its business.

a. STOCKIST agrees to pay you royalties equal to a portion of the fees collected in respect of Accepted Audio Content that is downloaded or otherwise licensed by licensees and sub-licensees according to the rate schedule set forth on Appendix "A" to this Agreement, as it may be modified from time to time (the "Rate Schedule”) and the licensing of Audio Content as recorded by STOCKIST and the Distribution Partners. The parties acknowledge that the Rate Schedule may differentiate among various types of Audio Content, such as sound, sample, loop, and song or otherwise and among the sites/Distribution Partners through which the Accepted Audio Content is distributed or otherwise in accordance with its terms. Subject to applicable law, the Rate Schedule is subject to change in the sole discretion of STOCKIST upon providing you 30 days’ notice by e-mail at the last address contained in your membership information and by posting such changes on the Site. If at any time the Rate Schedule is not acceptable to the Sound Artist, you may terminate this Agreement in accordance with its terms.

b. In response to a written request, STOCKIST will endeavor to make payment of royalties in respect of purchased downloads of Accepted Audio Content on a monthly basis on or about the 15th day of the month following the purchase of Accepted Audio Content, except when sales reporting from a Distribution Partner is delayed, in which case payments will be made in the month following the date such sale is reported, provided such royalties aggregate a minimum of FIVE HUNDRED (ZAR 500.00) SOUTH AFRICAN RAND, failing which royalties owing will be retained until they exceed such minimum. In all cases, payment of royalties to the Sound Artist will be net of: (i) applicable taxes or other withholdings required by applicable law; (ii) bad debts or other un-collectible sums; (iii) cancellations or refund of a license where the original sale has been reported to you, including but not limited to where due to a fraudulent transaction; (iv) overpayment of royalties in a prior period; (v) legal and other reasonable fees incurred in enforcing this Agreement; and (vi) any amounts owing by the Sound Artist to STOCKIST under this Agreement or otherwise.

c. Without limiting the generality of the foregoing, STOCKIST is entitled to set-off against any amount owing to Sound Artist, all amounts to which STOCKIST is or may be entitled under this Agreement or otherwise at law, including withholding amounts as security for any pending or threatened claim relating to any matter which is the subject of a representation, warranty or indemnity of Sound Artist under this Agreement.

d. Sound Artist hereby waives any and all fees and royalties, including without limitation, mechanical royalties, synchronization fees, transcription license fees, videogram fees and royalties, neighboring rights royalties and public performance royalties to which Sound Artist may otherwise be entitled to at law, as the result of any use, including duplication, reproduction, public performance or synchronization of all or a part of the Audio Content by STOCKIST or by any licensee or sub-licensee in connection with the Preview Content or the Audio Content. If such waiver is void or unenforceable by applicable law, you agree that the amounts paid to you under section 5 b are inclusive of all such fees and royalties.

e. You will be solely responsible for and will pay (i) any sums due to artists, authors, co-authors, copyright owners and co-owners, musicians, performers, producers and any other record royalty participants from sales, licenses or other uses of the Audio Content, including without limitation, neighboring rights and sales royalties; (ii) all sums payable to recording studios, engineers, rental companies and others in connection with the recording of any Audio Content; (iii) all sums payable in connection with the use of musical compositions derived from sales or other uses of the Audio Content (i.e. mechanical royalties), (iv) for any rights, consents, or royalties payable to third-parties in connection with the delivery, encoding, transcoding, encrypting, use and/or distribution of the Audio Content; (v) all payments that may be required under any collective bargaining agreements applicable to you or any third party in connection with the Audio Content, and (vi) any other monies payable with respect to other authorized uses of the Audio Content.

6. Passwords

You acknowledge and agree that you will be responsible for each and every access or use of the Upload portions of the Site that occurs in conjunction with your member name and such passwords, and that STOCKIST is authorized to accept your member name and password as conclusive evidence that you wish to upload Audio Content pursuant to this Agreement. STOCKIST shall have no liability or responsibility to monitor the provision of Audio Content under your member name and password.


7. Managing Content


STOCKIST does not review all communications or content uploaded to the Site and is not responsible for the Audio Content, quality, or consequences of your uploading such communications or Audio Content. Notwithstanding the foregoing, STOCKIST reserves the right to delete, move, refuse to accept or edit any communication or Audio Content that it may determine, in its sole discretion, violates or may violate this Agreement, the intellectual or proprietary rights of others, the applicable law, or any of STOCKIST’s policies or is otherwise unacceptable in its discretion, and you hereby agree to forfeit any fees payable in respect of such Audio Content to STOCKIST or as it may direct. STOCKIST shall have the right but not the obligation to correct any errors or omissions in any Audio Content, as it may determine in its sole discretion. You acknowledge that any screening of Audio Content performed by STOCKIST to determine Accepted Audio Content is done as a courtesy only. STOCKIST reserves the right to assign an International Standard Recording Code to Audio Content that is uploaded without such code.

a. STOCKIST shall make good faith efforts to organize the Audio Content on the Site in a rational format. However, STOCKIST makes no guarantees to Sound Artist as to the placement or location of any Audio Content in search results or otherwise. All features, specifications, products and prices of products and services described or depicted on the Site are subject to change at any time without notice.



NOTICE: You acknowledge that the Audio Content you provide pursuant to this Agreement may be licensed by licensees or sub-licensees with the intention that such licensees or sub-licensees will adhere to the terms of the applicable license agreement.
STOCKIST disclaims responsibility for the compliance by purchasers and licensees with the terms of such agreements or for any unauthorized use by a third party, and you acknowledge and agree to the possibility of Audio Content being used in a manner that is not contemplated in this Agreement. You also agree that notwithstanding any rights you may have to pursue the licensees or sub-licensees or other unauthorized users of such Audio Content at law, STOCKIST shall have no liability to you or any person claiming through you for any breach by a licensee or sub-licensee of the terms of any agreement respecting Accepted Audio Content or for any other unauthorized use. STOCKIST will use reasonable commercial efforts to assist in the protection of your intellectual property rights, at your request and expense.


8. Confidential Information


The Sound Artist acknowledges that the Confidential Information (defined below) which it obtains through the entering into of this Agreement, the use of the Site and the provision of Audio Content constitutes valuable, confidential, proprietary information of STOCKIST and its licensors, and agrees that during the term of this Agreement and thereafter it shall not, without the express written consent of STOCKIST, use or disclose to any other person any such Confidential Information, except as specifically authorized under this Agreement.

a. For the purposes of this Agreement, "Confidential Information” means any and all data, information, documents, software or materials relating to the business and management of STOCKIST, its members, affiliates, licensors or licensees, that is designated as confidential or ought reasonably to be considered confidential, including but not limited to: their business model and operations, processes, products, designs, pricing, promotions, business plans, business opportunities, alliances, content, graphics, documentation, finances, research, development, know-how, trade-secrets, training materials, personnel, identities or personal information of any kind pertaining to members, clients, methodologies, Site Audio Content belonging to others and other intellectual property.

9. Representations and Warranties

In addition to the representations and warranties contained within the Terms of Use, Sound Artist hereby represents and warrants as follows:

The Sound Artist (i) has the legal capacity and authority to enter into this Agreement, (ii) has the right to grant all of the rights contemplated to be provided under this Agreement, (iii) has not granted, and for the term of this Agreement, shall not grant any rights or licenses to any Audio Content or any other intellectual property or technology that would conflict with this Agreement, and (iv) has paid, in full, all amounts owing to any parties in respect of the production and recording of any Audio Content, including without limitation, any recording studios, producers, engineers and rental companies;

i. The Sound Artist is the sole and exclusive owner of the Audio Content or has all necessary rights and authorization from all musicians, performers, co-owners or co-creators related to the Audio Content. If you are not the sole creator of the Audio Content, you represent and warrant that you have legally enforceable written agreements with the authors, composers, performers, musicians and co-creators of the Audio Content under which the Audio Content is and will remain your sole and exclusive property or which grants you the right to enter into this Agreement. If requested by STOCKIST, you shall supply it with copies of these agreements;

ii. No portion of the Audio Content as delivered to STOCKIST from time to time, contains any disabling mechanism or protection feature designed to prevent its use, copying or enjoyment in the manner contemplated in this Agreement, and all Audio Content will be free of any virus, worm, lock, or other mechanism or device that may be used to modify, delete, damage or disable the Site or the Audio Content or any other hardware or computer system, or which would otherwise render inaccessible or impair the use of the Audio Content or the Site in any way;

iii. The Audio Content will include all necessary descriptive information to enable its effective marketing on the Site, which information will be complete and accurate in all material respects and will not include false, misleading or inapplicable metadata intended to or which has the effect of keyword "doping” or improperly altering search results that would otherwise be applicable to such Audio Content;

iv. The Audio Content delivered to STOCKIST hereunder represents wholly original creations and expressions of subject matter, and no Audio Content infringes any copyright, trademark, right of privacy or right of publicity or other proprietary right of any third party, or defames or casts into disrepute in any manner any third party;

v. There are no liens or encumbrances on the Audio Content;

vi. The Sound Artist has not registered the Audio Content with any performing or other rights societies anywhere in the world, including but not limited to, SOCAN, ASCAP, BMI, SESAC, PRS, Harry Fox Agency, CMRRA, SODRAC, GEMA, SACEM, SODRAC, SGAE, AGEDI, AIE, AOSGE, DAMA and JASRAC (a "Rights Society”) and the Audio Content is not and will not become subject to any rights granted by you, if any, to a Rights Society;

vii. The Sound Artist is not and, for the term of this Agreement, will not become a member of or otherwise assign or grant rights to any Rights Society;

viii. Neither STOCKIST nor any Distribution Partner, licensee or sub-licensee will be required to obtain any form of license from a Rights Society in connection with its use of the Audio Content hereunder.