Kinjari Distribution Agreement
Effective as of 22 April 2025

This distribution agreement forms part of the agreement between Us (Music Does Magic Limited trading as Kinjari) and You the User. This document, along with our terms of service, form the contract between Us and You.

This Agreement shall be governed by and construed in accordance with the laws of the United Kingdom.

This Agreement, along with any disputes or claims arising from or related to it or its subject matter, shall be governed by and interpreted in accordance with the laws of England and Wales. The parties hereby irrevocably agree to submit to the exclusive jurisdiction of the courts of England and Wales for resolving any disputes or claims connected to this Agreement.

By clicking Agree to this document and becoming a Kinjari member you agree to abide by all terms within this document. Please ensure you read, and understand, all terms in this document. If anything is unclear you must contact our support team for clarification prior to agreeing to this agreement.

For the avoidance of doubt, this agreement does not transfer any ownership of any recordings to Us or any other organisations. You remain in control and in full ownership of Your creative works at all times.

You represent and warrant that:

• You have the full right and authority to distribute the Content through Kinjari.
• The Content does not infringe upon any third-party intellectual property rights, including copyrights and trademarks.
• Any components of the Content sourced from third parties have been appropriately licensed or cleared.

This agreement begins when You open your account via our self-service website. Either You or Kinjari may terminate this agreement at any time. You may terminate this agreement with no notice by requesting the takedown of Your library via our support team. We aim to provide thirty days notice if we choose to cancel this agreement but there may be occasions (such as abuse of our service) which cause this to be immediate. If this is the case, we will refund the final months of service in full.

You agree to indemnify and hold harmless Kinjari, its affiliates, and their respective officers, directors, and employees from and against any claims, damages, losses, or expenses arising from or related to any breach of the foregoing representations and warranties.

The Kinjari Service

The Kinjari platform allows You to upload Sound Recordings for distribution and monetisation across various Digital Service Providers (DSPs) across the globe. By uploading and submitting your Sound Recordings to Kinjari you permit us to:

• Transcode and create alternative versions of all Sound Recordings, associated metadata and other content (such as Images) uploaded to our platform
• Distribute your Sound Recordings, associated metadata and other content (such as Images) to all stores, streaming services or other partners Kinjari chooses to make available to you depending on your subscription

All Sound Recordings, Images and other media must pass both Human and Automated checks to ensure quality, compatibility and to prevent abuse of our or our partners’ services.

You must provide all audio as either WAV or FLAC format. For images we request JPEG files.

At any time, by way of making a request to our support team, you can request that your works are taken down from all third party platforms. We aim to respond to these requests within 24 hours, but during busy times this may take longer. We are not responsible for DSPs timescale for processing these Take Down requests.

We provide you the ability to provide your own UPC and ISRC codes, however, we also provide these free of charge.

Your agreement with Us is non-exclusive. However, you must ensure you only deliver to stores via one distribution service otherwise this may cause issues when receiving Royalty payments or statistical data from DSPs.

We aim to approve and process new releases within seven working days. We are not responsible for delays caused by DSPs. If we are made aware of any delays with third party services we will aim to notify You when possible.

You understand that DSPs may transcode, manipulate, or otherwise modify all content provided to them and you agree that this will take place.

At this time we do not provide the ability for You to customise the retail price of your Sound Recordings. DSPs will set their own pricing, typically based on industry norms.

When submitting Your music for release You are aware that this is on a Worldwide distribution basis and at this time you are unable to exclude certain territories.

You are aware, and agree, that either Us or DSPs may at their (or Our) discretion opt to remove or reject some or all Sound Recordings from their (or Our) platform.

If we believe that your Sound Recordings have been involved in fraudulent streaming or purchasing activity we reserve the right to remove all affected Sound Recordings and, if necessary, your entire library distributed via Our service. You understand that, should this be the case, we may request that you relocate to a new Distribution Provider.

Some distribution providers may charge fees for tracks that have received fraudulent streams. These will be passed on directly and taken as a negative line on your royalty statement. We will not add any additional fees. We will only charge you what we are charged by the DSP.

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If your royalty statement remains negative for more than one calendar month we reserve the right to charge your payment method the necessary amount to bring your balance back to $0 (Zero United States Dollars).

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By agreeing for Us to distribute your Sound Recordings, associated metadata and other content (such as Images) to a Store or DSP you agree to be bound by their Terms and Conditions.

Royalty Payments

DSPs will regularly send us royalty statements. We will promptly process these and credit the royalties to your account once the funds are received from the DSP. Once this is done, we will send you an email to inform you that this has taken place.

When processing these, we will deduct ten percent as a platform fee from any positive statement lines. This is shown transparently in your account area.

Any time your account is above $5 (FIVE UNITED STATES DOLLARS) you may request a withdrawal. In order to process this, we will send your email address as well as the amount stated as available on your account to you via Wise. Wise will email you to confirm your account details. We do not store, process or otherwise take any payment information from you. You submit this directly to our payment provider.

If you believe there are any errors in your reports, you must contact our support team as soon as possible, but in any case within thirty days of the report being processed from the DSP.

DSPs may sometimes be delayed in sending us reports, we will process these as soon as possible once they are received. We are not responsible for any delays from the DSP.

Liability

Kinjari shall not be liable in any event for:

• Any indirect, incidental, or consequential damages arising from delays, non-performance, or issues beyond our control (including DSP-related delays);
• Any loss, damage, or data loss incurred through the use of our service.   Our total liability shall not exceed the aggregate fees collected from You in the twelve (12) months preceding any claim.

Modifications To This Agreement

Kinjari may, at its sole discretion, amend or modify this Agreement. Any amendments will be communicated to You at least thirty (30) days prior to taking effect (except in cases where immediate changes are necessitated by legal or regulatory requirements). Your continued use of the service following notice of an amendment constitutes your acceptance of the updated terms.

Data Protection and Confidentiality

Both parties agree to maintain the confidentiality of all proprietary or sensitive information shared during the term of this Agreement.

Your personal data and Content will be processed and stored in accordance with applicable data protection laws, including the General Data Protection Regulation (GDPR). Further details are provided in our Privacy Policy available on our website.

Force Majeure

Neither party shall be held responsible for any failure or delay in the performance of its obligations under this Agreement if such failure or delay is due to circumstances beyond its reasonable control, including, but not limited to, natural disasters, acts of government, riots, or other unforeseen events ("Force Majeure"). The affected party shall notify the other party promptly and resume performance once the Force Majeure event has ceased.

Assignment and Succession

Neither party may assign or transfer any rights or obligations under this Agreement without the prior written consent of the other party, except in the case of a merger, acquisition, or any sale of substantially all assets, provided that the successor agrees in writing to be bound by the terms of this Agreement.

Miscellaneous

If any provision of this Agreement is determined to be unenforceable or invalid, the remaining provisions shall remain in full force and effect.

Except as expressly provided in a separate, custom written agreement executed by both You and Kinjari that expressly states it supersedes or modifies this standard Agreement, the terms contained herein, together with our Terms of Service and Privacy Policy, constitute the entire agreement between you and Kinjari regarding the subject matter herein. All prior or contemporaneous oral or written agreements are superseded by this document, except as modified by such custom agreements.

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