The Agreement
This DISTRIBUTION LICENSING AGREEMENT (the “Agreement”), together with the Terms Summary and Standard Terms and Conditions set out below and incorporated by reference, is entered into and becomes effective as of the date the Rights Holder accepts these terms by registering an Account with DIMBER (the “Effective Date”), by and between:
DISTRIBUTOR: DIMBER, a boutique independent music distribution and rights infrastructure company operating under DIMBER ("DIMBER," "Distributor," "we," "us," or "our");
AND
RIGHTS HOLDER: The artist, label, sub-label, or rights-holding entity who registers an Account with DIMBER ("Rights Holder," "you," or "your").
WHEREAS, DIMBER operates a music distribution and rights management infrastructure that provides catalog delivery, digital service provider ("DSP") relationships, royalty processing, sub-distribution tools, and related services to independent artists, labels, and rights holders;
WHEREAS, Rights Holder owns, controls, or is duly authorized to license the sound recordings, musical works, and associated metadata and artwork (the "Content") that Rights Holder wishes to distribute through DIMBER to digital streaming platforms, download stores, content identification systems, and other digital music services worldwide;
WHEREAS, the parties wish to establish the terms and conditions governing their distribution relationship, including but not limited to the scope of rights granted, royalty calculation and payment, subscription and fee structures, content standards and takedown procedures, data protection obligations, intellectual property and confidentiality, indemnification and limitation of liability, and the mutual obligations of the parties;
NOW, THEREFORE, in consideration of the mutual covenants, promises, 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. Definitions and Interpretation
1.1 Definitions. The following capitalized terms shall have the meanings set forth below throughout this Agreement. Where a term is used but not defined in this Article, it shall be given its ordinary meaning in the context of the music distribution industry.
Account: means the Rights Holder's dashboard on the Service through which the Rights Holder uploads Recordings, manages Releases, views statements, and withdraws Royalties, including all associated login credentials, access permissions, uploaded Content, metadata, and royalty and payout records.
Compositions: means the musical compositions, lyrics, literary works, or other underlying works embodied in the Recordings.
Content: means the Recordings, Compositions, Materials, music videos, and related metadata that the Rights Holder delivers to DIMBER for distribution during the Term.
Customers: means end users of the Digital Stores who stream, download, or otherwise access the Rights Holder's Recordings.
Digital Stores: means the digital music services, streaming platforms, download stores, social and user-generated-content platforms (including video-sharing and short-form video platforms), and other digital outlets within DIMBER's distribution network to which Content is delivered, together with any sub-distributors, aggregators, or collection intermediaries through which DIMBER delivers Content or collects related Royalties ("Distribution Partners"), including without limitation Spotify, Amazon Music, Apple Music, YouTube Music, Boomplay Music, iHeartRadio, Pandora, and other similar or successor services.
Force Majeure Event: means any event beyond a party's reasonable control that prevents or materially delays performance under this Agreement, including natural disasters, epidemics, acts of war, civil unrest, government sanctions, regulatory changes, cyberattacks, or interruptions of power, internet, or telecommunications infrastructure.
Intellectual Property or IP: means all copyrights, trademarks, service marks, trade names, trade dress, moral rights, rights of publicity, and other proprietary rights of any kind, whether registered or unregistered, in any jurisdiction worldwide, including all applications, renewals, and extensions thereof.
Materials: means the Rights Holder's artist or label name, logos, artwork, trademarks, biographical information, and other identifying content supplied by the Rights Holder in connection with the Recordings.
Personal Data: means any information relating to an identified or identifiable natural person, as defined under applicable data protection law, including the Kenya Data Protection Act 2019, and, where applicable, the EU General Data Protection Regulation (GDPR).
Recordings: means digital audio or audio-visual files containing musical sound recordings, spoken-word content, and any accompanying metadata, artwork, and information (track titles, artist names, genre, ISRC/UPC codes, explicit-content flags, and similar data) that the Rights Holder uploads to the Service for distribution.
Release: means a single, EP, album, compilation, or other discrete product submitted by the Rights Holder for distribution through the Account. Each unique product counts as one Release regardless of the number of Recordings it contains.
Royalties: means all revenue generated by or attributable to the exploitation, streaming, downloading, or synchronization of Content on Digital Stores, including streaming and mechanical royalties, download revenue, and Content ID or user-generated-content monetization proceeds collected by DIMBER on behalf of the Rights Holder, net of any deductions expressly permitted under this Agreement.
Sub-Rights Holders: means artists, producers, songwriters, or other individuals or entities onboarded by a Rights Holder operating as a label or sub-label to distribute Content through the Rights Holder's Account. Sub-Rights Holders have no direct contractual relationship with DIMBER and access the Service solely through the Rights Holder's Account.
Term: means the duration of this Agreement as set out in the Term and Termination Article, including any Initial Term and Renewal Terms.
Territory: means worldwide, except where a specific Digital Store restricts availability to particular countries under its own policies, or where the Rights Holder affirmatively opts out of specific territories where the Service supports territory selection.
1.2 Interpretation. In this Agreement, unless the context otherwise requires:
(a) headings and titles are inserted for convenience only and shall not affect the interpretation of this Agreement;
(b) words importing the singular include the plural and vice versa;
(c) "including" means "including without limitation";
(d) "$" or "USD" means United States Dollars;
(e) "business day" means any day other than a Saturday, Sunday, or public holiday in Nairobi, Kenya;
(f) references to Articles or Sections refer to the Articles or Sections of this Agreement unless otherwise specified;
(g) "writing" and "written" include electronic communications, including email and notices delivered through the Account or Dashboard;
(h) "person" includes any individual, company, partnership, trust, or other legal entity, whether incorporated or unincorporated; and
(i) this Agreement shall be governed by and construed in accordance with the laws of the Republic of Kenya, without regard to its conflict of law principles.
2. Term
This Agreement between DIMBER and the Rights Holder shall commence on the Effective Date and continue for the Term defined below.
Term: an initial period of one (1) year from the Effective Date (the “Initial Term”), which shall automatically renew for successive one (1) year periods (each, a “Renewal Term”). The Initial Term together with any Renewal Term(s) is referred to as the 'Term.' Termination of this Agreement, including termination for convenience, is governed exclusively by Article 12 (Term and Termination).
3. Appointment, Account, and Grant of Rights
3.1 Background and Appointment. DIMBER provides digital distribution, publishing administration, and related marketing and label services. DIMBER delivers Content from its Rights Holders (artists, record labels, and similar rights holders) to DSPs worldwide that stream, sell, or otherwise make Recordings available through digital, broadcast, and mobile platforms.
Under this Agreement, the Rights Holder appoints DIMBER to exclusively distribute Content to DSPs. This Agreement does not create an employment, agency, or partnership relationship between DIMBER and the Rights Holder; the Rights Holder remains an independent rights holder engaging DIMBER under this digital distribution licensing agreement.
The Rights Holder represents that the Content is original and previously unreleased, or that the Rights Holder holds all necessary rights and clearances to distribute the Content where it is not original or previously unreleased. Content will be sold and reproduced under the exclusive license granted to DIMBER and/or its subsidiaries and Distribution Partners, as set out in Section 3.9 (Appointment and Grant of Rights) below.
Where the Rights Holder's Recordings are repurposed for new compilation products, or for specific non-exclusive licensing to film, television, or commercial placements, the license term for those specific products only shall continue in perpetuity. DIMBER shall use commercially reasonable efforts to collect all Royalties earned on Content during the Term, including revenue earned during the Term but not received by DIMBER until after the Term ends ("Unpaid Money"), which DIMBER shall continue to collect and pay to the Rights Holder after the Term.
3.2 Eligibility. The Rights Holder represents that it is at least eighteen (18) years old (or the age of majority in its jurisdiction) and has full legal authority to enter into this Agreement, or that a parent or legal guardian has agreed to these terms on its behalf where permitted.
3.3 Account Setup and Verification. Upon the Rights Holder's acceptance of this Agreement and receipt of the Rights Holder's initial payment, where applicable, DIMBER shall provision the Rights Holder's Account. Onboarding is by invitation only, following DIMBER's know-your-customer ("KYC") verification process, which shall be initiated upon submission of the Rights Holder's application and shall typically be completed within a commercially reasonable timeframe. DIMBER may request documentation including proof of identity, proof of ownership or authorization over the Content, business registration (where applicable), tax identification, bank or mobile money account verification, and any other information reasonably necessary to verify the Rights Holder's identity and compliance with know-your-customer regulations. DIMBER's decision regarding Account approval and verification is at its sole discretion and is final.
3.4 Account Security. The Rights Holder is responsible for maintaining the confidentiality of its Account login credentials and for all activity that occurs under its Account, and shall notify DIMBER immediately of any unauthorized use.
3.5 Service Availability. DIMBER shall use commercially reasonable efforts to maintain reliable availability of the Account and Dashboard, excluding:
(a) scheduled maintenance, carried out with reasonable advance notice where practicable;
(b) emergency maintenance necessary to address critical security vulnerabilities or system stability issues; and
(c) downtime resulting from a Force Majeure Event.
DIMBER does not guarantee uninterrupted or error-free access to the Account or Dashboard at all times.
3.6 Updates and Modifications. DIMBER may, at its discretion, update, modify, enhance, or discontinue any feature or component of the Account, Dashboard, or related services at any time during the Term. DIMBER shall use commercially reasonable efforts to ensure that such changes do not materially degrade the core distribution, royalty processing, or reporting functionality available to the Rights Holder, and shall provide reasonable advance notice of any material change that substantially removes or alters such core functionality, except where emergency changes are required to address security vulnerabilities or data integrity risks, in which case notice shall be provided as soon as reasonably practicable thereafter.
3.7 Plans and Fees. DIMBER offers various subscription tiers and per-Release pricing. Fees are billed in advance, are non-refundable except as required by law or as DIMBER may agree in its discretion, and will automatically renew unless the Rights Holder cancels prior to the renewal date.
3.8 Payment Authorization. The Rights Holder authorizes DIMBER to charge the payment method on file for all applicable fees, including recurring renewal fees, and to update billing details using information provided by the Rights Holder's card network or payment processor.
3.9 Appointment and Grant of Rights. The Rights Holder grants to DIMBER, during the Term and throughout the Territory, the following exclusive, royalty-bearing, sub-licensable rights:
(a) Distribution license. The right to reproduce, encode, store, and deliver Recordings and Materials to DSPs, and to authorize DSPs to make Recordings available to Customers by permanent download, interactive and non-interactive streaming, conditional or tethered download, and any other digital distribution method now known or later developed.
(b) Preview clips and promotion. The right to create, and to authorize DSPs to create, short preview clips, and to use Materials in marketing, editorial, and promotional placements for DIMBER's service and for DSPs.
(c) User-generated-content platforms. Where the Rights Holder opts in to distribution to platforms that support user-generated content, remixes, or short-form video (each, a "UGC Platform"), the Rights Holder additionally grants DIMBER the right to authorize such UGC Platforms and their users to synchronize excerpts of Recordings with user-generated video content, solely as permitted by each UGC Platform's standard terms.
(d) Direct public-performance license. The Rights Holder grants DIMBER a direct, limited license to publicly perform Recordings solely in connection with operating DIMBER's own promotional sites and tools (for example, pre-save or smart-link pages). Where the Rights Holder is affiliated with a performing rights organization or collecting society, the Rights Holder is responsible for notifying that organization of this limited license as required by its membership terms.
(e) Exclusivity of underlying rights. The rights granted above are exclusive as to the underlying Recordings; the Rights Holder shall not license, distribute, or deliver the same Recordings to any other distributor or directly to any DSP during the Term. The Rights Holder acknowledges that simultaneous delivery of identical Recordings to the same DSP through multiple distributors commonly causes duplicate listings, streaming-data fragmentation, and royalty-reporting errors, and that any resulting losses or corrections arising from the Rights Holder's breach of this exclusivity shall be the Rights Holder's responsibility.
(f) Reservation of ownership. Except for the limited license granted above, the Rights Holder retains all right, title, and interest in and to its Recordings, Compositions, and Materials. Nothing in this Agreement transfers any copyright, mechanical right, or publishing interest to DIMBER.
(g) Credit and use of identifying materials. DIMBER shall use commercially reasonable efforts to ensure the Rights Holder is properly credited by third-party licensees; a licensee's failure to provide proper credit, or DIMBER's inability to rectify that failure, is not a breach of this Agreement. The Rights Holder grants DIMBER a non-exclusive right to use the Rights Holder's name(s) (legal and professional), trademarks, biography, likeness, and/or pseudonyms to promote, license, market, and distribute Content, and to give the Rights Holder appropriate credit in connection with Content.
4. Digital Stores and Territory
4.1 DSP Relationships. DIMBER maintains distribution relationships, content licensing partnerships, and technical integrations with Digital Stores worldwide, including through Distribution Partners. All Digital Store relationships, distribution agreements, and commercial terms are owned and managed exclusively by DIMBER and/or its Distribution Partners. The Rights Holder has no direct contractual, technical, or commercial relationship with any Digital Store and shall not contact any Digital Store regarding Content distribution, royalty terms, takedown matters, or any other subject arising from this Agreement.
4.2 Store Discretion. Each Digital Store independently determines its own pricing, availability, subscription models, promotional placements, and editorial decisions. DIMBER does not control and is not responsible for a Digital Store's decision to decline, delay, restrict, or remove any Recording.
4.3 Automatic Inclusion of New Digital Stores. When DIMBER adds a new Digital Store to its distribution network during the Term, existing Rights Holder Accounts shall automatically gain access to distribute Content to the new Digital Store without additional action or payment by the Rights Holder, unless the Rights Holder has restricted distribution to specific territories or stores.
4.4 Digital Store Removal and Discontinuation. DIMBER reserves the right to remove any Digital Store from its distribution network at any time, including upon termination of DIMBER's or a Distribution Partner's agreement with that Digital Store, the Digital Store's insolvency, material changes in its terms, or DIMBER's strategic business decisions. DIMBER shall provide the Rights Holder with reasonable advance notice of such removals when practicable and shall not be liable for any loss resulting from a Digital Store's removal from the network.
4.5 Compliance with Store Terms. By opting into a Digital Store, the Rights Holder agrees to comply with that Digital Store's own content and usage policies.
4.6 Removal for Cause. DIMBER may decline to deliver, or may remove, any Recording from any or all Digital Stores if it receives a rights claim or complaint, reasonably suspects infringement or a policy violation, or if a Digital Store requests removal, in each case without liability to the Rights Holder. Repeated removals or takedowns attributable to the Rights Holder's Content may result in suspension or termination of the Rights Holder's Account at DIMBER's discretion.
4.7 Territory. Distribution is worldwide unless a particular Digital Store or applicable law restricts availability in specific countries, or unless the Rights Holder affirmatively opts out of specific territories where the Service supports territory selection. The Rights Holder is solely responsible for ensuring that it holds all rights, licenses, and authorizations necessary to distribute its Content in each territory where the Content is made available.
5. Representations and Warranties
5.1 Mutual Representations. Each party represents and warrants that:
(a) where it is a legal entity, it is duly organized and validly existing under the laws of its jurisdiction, and where it is an individual, it has full legal capacity to enter into this Agreement;
(b) it has full power and authority to enter into and perform this Agreement;
(c) acceptance and performance of this Agreement does not conflict with any other obligation binding upon it; and
(d) this Agreement constitutes a valid and binding obligation, enforceable against it in accordance with its terms.
5.2 DIMBER Representations. DIMBER represents and warrants that:
(a) it has all rights necessary to grant the licenses granted to it under this Agreement and to deliver Content to Digital Stores as contemplated herein; and
(b) it will perform its services under this Agreement professionally consistent with accepted industry standards, using commercially reasonable efforts.
5.3 Rights Holder Representations and Warranties.
(a) The Rights Holder represents and warrants that there are no encumbrances on the Content, that the Rights Holder is the exclusive holder of all rights in and to the Content, and that no other person or entity holds any ownership interest in the Content or holds documentation evidencing such an interest.
(b) The Rights Holder shall submit Recordings only after confirming that it holds all rights in the Recording, including all rights in any sampled material, and confirms that no Recording submitted will infringe the rights of any third party. The Rights Holder accepts that DIMBER does not independently verify the Rights Holder's right to publish the Recordings, or whether any applicable public-law regulations are complied with.
(c) Indemnification. The Rights Holder shall indemnify and hold DIMBER harmless against all third-party claims, losses, damages, and expenses arising from a breach of the warranties in this Section 5.3.
(d) Blocking and takedown pending claims. DIMBER may, at its discretion, block Recordings or instruct Digital Stores to block access to Recordings where an infringement or rights claim has been made, without liability to the Rights Holder. DIMBER does not guarantee that any Digital Store will comply with such an instruction.
(e) Claims handling. DIMBER is not obliged to verify the validity of a third-party claim or to participate in any related proceedings, but shall notify the Rights Holder of any such claim within a reasonable time.
(f) Where the Rights Holder onboards Sub-Rights Holders, the Rights Holder shall maintain its own binding agreements with each Sub-Rights Holder sufficient to grant the Rights Holder the authority to submit that Sub-Rights Holder's Content under this Agreement, and shall be responsible for that Sub-Rights Holder's compliance with this Article.
(g) The Rights Holder shall not submit Recordings or Materials containing antisemitic, discriminatory, or otherwise illegal content under applicable criminal law, and is liable for any breach of this obligation.
(h) The Rights Holder warrants that all information and data it provides to DIMBER is accurate. If the Rights Holder provides incorrect information (for example, an incorrect address, tax status, or tax number), DIMBER may require correction of related invoices or credit entries and may charge up to USD 10 (net) in related expenses, unless the Rights Holder demonstrates that the actual cost or damage was lower.
5.4 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE ACCOUNT AND ALL SERVICES PROVIDED BY DIMBER ARE PROVIDED "AS IS" AND "AS AVAILABLE." DIMBER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. DIMBER DOES NOT WARRANT THAT THE ACCOUNT, DASHBOARD, OR DISTRIBUTION SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, AND MAKES NO GUARANTEE OF ANY SPECIFIC LEVEL OF REVENUE, STREAMS, DOWNLOADS, OR ROYALTIES.
6. Fees and Subscription
6.1 Subscription Fee. In addition to the fees described elsewhere in this Agreement, the Rights Holder shall pay DIMBER a flat annual subscription fee of USD 19.99 (the "Subscription Fee"), which grants the Rights Holder continued access to DIMBER's distribution tools and services, including the Rights Holder's dashboard, analytics, delivery tools, and related account features made available to rights holders generally.
The Subscription Fee is payable in advance, due annually on each anniversary of the Effective Date, and shall be invoiced directly to and paid by the Rights Holder.
Grace period and removal: The Rights Holder shall have a grace period of seven (7) days from the due date to pay the Subscription Fee in full. If the Subscription Fee remains unpaid upon expiry of this seven (7)-day grace period, DIMBER shall be entitled, without further notice, to permanently remove all of the Rights Holder's Content from all Digital Stores and terminate the Rights Holder's Account. DIMBER shall have no obligation to redeliver or reinstate any Content removed under this Section. The grace period set out in this Section 6.1 is the Rights Holder's sole opportunity to avoid removal, and no further extension, notice, or opportunity to cure shall be given.
Resubmission after removal: Where the Rights Holder wishes to distribute Content following removal under this Section, the Rights Holder must resubmit such Content as a new submission through its Account, subject to a current, paid Subscription Fee and to any other applicable fees under this Article 6, including Dolby Atmos and Video Distribution Fees, as though the Content were being submitted for the first time.
Royalties following removal: Any Royalties accrued by the Rights Holder up to the date of removal remain due to the Rights Holder and shall be paid on DIMBER's next scheduled royalty payout cycle following settlement of the outstanding Subscription Fee. No further Royalties shall accrue following the removal of the Content.
6.2 Dolby Atmos Fees. Rights Holders distributing Content in Dolby Atmos immersive audio format are subject to the following additional fees, payable in advance of encoding and delivery. These fees apply to each submission of a track, including any resubmission following removal of Content under Section 6.1. DIMBER shall have no obligation to commence encoding, validation, or delivery until payment is received in full, and all fees paid under this Section are non-refundable once the associated work has commenced:
Dolby Atmos Upload and Storage Fee: a one-time fee of twenty United States Dollars ($20.00 USD) per track, covering encoding, format validation, quality assurance processing, and ongoing cloud storage of the Dolby Atmos master during the Term.
Dolby Atmos Delivery Fee: one United States Dollar ($1 USD) per track per Digital Store delivery. Each Dolby Atmos track must have a corresponding standard stereo audio track submitted and delivered simultaneously.
6.3 Video Distribution Fee. Rights Holders distributing music videos or other audiovisual Content are subject to the following additional fee, payable in advance of encoding and delivery. This fee applies to each delivery of a video, including any redelivery following removal of Content under Section 6.1. DIMBER shall have no obligation to commence encoding, validation, or delivery until payment is received in full, and all fees paid under this Section are non-refundable once the associated work has commenced:
Video Distribution Fee: two United States Dollars ($2.00 USD) per video, per Digital Store delivery, covering encoding, format validation, and delivery of the video Content.
7. Remuneration and Payment
7.1 Net Revenue. "Net Revenue" means all amounts actually received by DIMBER in connection with Content, less:
(a) the Distribution Fee and any other fees charged by DIMBER's DSP delivery partners;
(b) any amounts properly withheld or deducted by a DSP, PRO, or collection agency before payment to DIMBER;
(c) taxes, duties, or withholdings required by applicable law; and
(d) reversals, chargebacks, and reasonable reserves against anticipated reversals or chargebacks.
7.2 Royalty. In consideration of the rights granted, DIMBER shall pay the Rights Holder a royalty of 100% of Net Revenue actually received by DIMBER in respect of the Rights Holder's Content. Payment is due within thirty (30) days of DIMBER's receipt of the corresponding DSP payment, once the Rights Holder's accrued balance exceeds the Threshold of USD 20.00. DIMBER may change the Threshold at any time and will notify the Rights Holder by email of any change. If the Threshold is not met in a given accounting period, the unpaid balance carries forward until it is met. If an accrued balance does not exceed USD 20.00 within three (3) years of being credited to the Rights Holder's account, that balance shall be forfeited to DIMBER. Upon termination of this Agreement, DIMBER shall remit any remaining Royalty balance regardless of the Threshold, subject to a ninety (90) day final reconciliation period.
7.3 Payment Methods. DIMBER shall remit Royalties via:
(a) bank transfer (SWIFT or local equivalent);
(b) Paystack or OpenFloat;
(c) mobile money services where available (including M-Pesa); or
(d) any other method approved by DIMBER in writing.
The Rights Holder is solely responsible for providing accurate, complete, and current payment information, and DIMBER shall have no liability for delayed or misdirected payment resulting from inaccurate information provided by the Rights Holder.
7.4 Currency Conversion. Royalties are calculated and reported as set out in Section 7.7. Where the Rights Holder elects payment in a currency other than the currency in which the Royalty is calculated, DIMBER shall convert at the exchange rate available to it at the time of payment. The Rights Holder bears all conversion costs, fees, and exchange rate risk associated with such conversion.
7.5 Withholding Taxes. The Rights Holder is solely responsible for all taxes associated with its receipt of Royalties. DIMBER may withhold applicable taxes from payments to the Rights Holder as required by applicable law. The Rights Holder shall provide DIMBER with all necessary tax documentation to minimize withholding where legally permissible.
7.6 Special Royalties. In addition to the royalty on Net Revenue described above, the Rights Holder may enroll with DIMBER to have DIMBER collect and administer Mechanical Royalties and Neighboring Rights Royalties on the Rights Holder's behalf (together, the "Special Royalties"). Special Royalties are royalty streams that collection societies, PROs, and mechanical licensing bodies would otherwise pay directly to the Rights Holder, and which DIMBER collects and administers only for the categories in which the Rights Holder has elected to enroll.
For each category of Special Royalties in which the Rights Holder enrolls, DIMBER shall retain 20% of the amounts collected in that category as its administration fee, and the remaining 80% shall be paid to the Rights Holder, as follows:
Mechanical Royalties: where the Rights Holder enrolls, DIMBER shall collect the mechanical royalties owed on compositions and publishing rights granted under this Agreement, retain 20% as its administration fee, and pay the Rights Holder the remaining 80%, calculated at the applicable statutory per-unit rate then in effect.
Neighboring Rights Royalties: where the Rights Holder enrolls, DIMBER retains 20% as its administration fee; the remaining 80% is paid to the Rights Holder, as sound recording owner, from net proceeds collected.
Special Royalties are, in each case, subject to further amounts properly retained by third parties, Distribution Partners, PROs, and/or collection agencies from gross royalties before they reach DIMBER.
7.7 Calculation of Royalties. Royalties are calculated by the Digital Store on which Content appears and are converted using either the exchange rate the Digital Store provides to DIMBER or the exchange rate in effect on the date the Digital Store reports to DIMBER. Royalties vary by content type, territory, subscription tier, and time of year, and are generally generated by downloads and streams. If a Digital Store does not appear on the Rights Holder's royalty statement (the "Statement") for a given period, that Digital Store generated no royalties in that period, or has not yet reported or paid for that period.
In the United States, mechanical royalties for digital sales may be paid by a Digital Store either
(a) directly to the music publishers/writers, or
(b) as an all-in payment to DIMBER that includes DIMBER's fees.
Where DIMBER receives an all-in payment, DIMBER will identify the mechanical royalty portion in the relevant Statement. Without limiting the Rights Holder's representations, warranties, and indemnities under this Agreement, the Rights Holder remains solely responsible, as between the Rights Holder and DIMBER, for paying any mechanical royalties owed to third parties in connection with DIMBER's exploitation of Content.
7.8 Statements. The Rights Holder shall promptly notify DIMBER if a Statement was due but not received. A late Statement is not a breach of this Agreement unless the Rights Holder has given DIMBER written notice and DIMBER fails to cure within thirty (30) days of that notice. DIMBER is likewise not in breach of this Agreement for failing to provide a Statement that depends on a Digital Store report DIMBER has not yet received, though DIMBER will use reasonable efforts to follow up with any Digital Store that has not reported, on a quarterly basis.
Digital Stores may impose additional fees outside DIMBER's control (for example, for voided transactions, promotional expenses, or publishing withholding). Such fees may be deducted from revenue received by DIMBER before calculating royalties payable to the Rights Holder.
7.9 Audit Rights. The Rights Holder may, upon not less than thirty (30) days' prior written notice and no more than once per calendar year, audit DIMBER's Royalty records pertaining to the Rights Holder's Account. Audits shall be conducted during business hours without unreasonably disrupting DIMBER's operations. The Rights Holder bears all audit costs unless the audit reveals an underpayment exceeding five percent (5%) of total Royalties paid during the audited period, in which case DIMBER shall reimburse the Rights Holder's reasonable audit costs and remit any underpaid amounts within thirty (30) days.
8. Content Management and Standards
8.1 Delivery. The Rights Holder shall deliver Content promptly after the Effective Date, at the Rights Holder's own expense, in first-class commercial quality and in accordance with DIMBER's Distribution Checklist, and all marketing and related materials shall carry an appropriate copyright notice. Where applicable, the Rights Holder shall provide administrative logins for relevant digital or streaming channels. Delivery is complete once DIMBER confirms it in writing. DIMBER may reject Content for any reason, including inferior quality, in its sole discretion.
8.2 Modifications by Digital Stores. A Digital Store may modify aspects of Content it receives (for example, genre, artist name, or release title) where the Digital Store reasonably considers it appropriate. DIMBER otherwise distributes Content "as is," meaning in substantially the same form as delivered.
8.3 Storage. The Rights Holder is solely responsible for storing and backing up Content on its own systems. DIMBER may store certain files for distribution purposes but is not obliged to do so.
8.4 Updates, Corrections, and File Replacements. The Rights Holder shall ensure Content is correct and final before delivering it to DIMBER. Requests for changes must be submitted via DIMBER's distribution portal or to support@dimber.co. The Rights Holder may not contact any Digital Store directly, and DIMBER cannot guarantee that a Digital Store will accept a requested change. The Rights Holder agrees to provide DIMBER with replacement files on request; metadata update requests should also be sent to support@dimber.co.
8.5 Digital Store Specifications. Each Digital Store applies its own standards for accepting content. DIMBER will use commercially reasonable efforts to help the Rights Holder meet these requirements but cannot guarantee acceptance by any Digital Store.
8.6 Rights Holder's Preferred Digital Store. DIMBER does not guarantee placement of Content in special features, banners, or playlists on the Rights Holder's preferred Digital Store, but will use its best commercial efforts to promote the Rights Holder's Content generally.
8.7 Prohibited Content. In addition to, and without limiting, the Rights Holder's obligations under Section 5.3(g), the Rights Holder shall not submit Content that:
(a) contains hate speech or promotes violence, terrorism, or self-harm;
(b) contains obscene, pornographic, or sexually exploitative material, or exploits minors in any way;
(c) contains intentionally false or misleading metadata designed to impersonate another artist or deceive a Digital Store;
(d) was previously removed from a Digital Store for a policy violation or rights dispute that has not been fully and verifiably resolved; or
(e) would violate applicable international sanctions, export controls, or anti-money laundering laws.
DIMBER may reject or remove any Content in breach of this Section 8.7 at its sole discretion, without liability to the Rights Holder.
8.8 Prohibited Conduct: Illegal Boosting. Artificially inflating or otherwise manipulating streaming numbers — for example, through scripts, bots, crawlers, other automated processes, or streaming Content through the Rights Holder's own or a third party's tools ("juicing") — is prohibited. If the Rights Holder engages in this conduct, DIMBER may terminate this Agreement immediately.
If DIMBER suspects such manipulation has occurred or may occur, DIMBER may inform Digital Stores of its suspicion pending investigation. If a Digital Store confirms manipulation, or alerts DIMBER to it, DIMBER may remove the Rights Holder's music from all stores, block the Rights Holder's Account, withhold payment of the related royalties, and reclaim any related amount already paid.
8.9 Takedowns and Content Disputes. If DIMBER receives a takedown request concerning Content based on a credible copyright or trademark infringement claim (as determined by DIMBER in its discretion), DIMBER will remove the affected Content and may assess the Rights Holder a USD 10 processing fee per affected item, deductible from royalties or billed directly, if none are due, payable by the Rights Holder within one (1) business day of notice. This processing fee relates only to third-party infringement takedowns and is separate from the Subscription Fee, which is governed exclusively by Section 6.1. If DIMBER receives more than one such takedown request concerning Content, DIMBER may, at its discretion, terminate this Agreement immediately.
If DIMBER receives a notice or claim of a copyright, trademark, or other legal dispute concerning Content, DIMBER may withhold royalties related to that Content until the matter is resolved, in DIMBER's sole discretion, in a manner establishing that the Rights Holder is the rightful owner and that the Content does not infringe any third-party right. DIMBER will notify the Rights Holder of any such notice. If the Rights Holder does not respond within one (1) business day, DIMBER may issue or authorize takedowns of the affected Content. DIMBER may also request documentation evidencing the Rights Holder's ownership; if the Rights Holder does not provide it within one (1) business day of the request, DIMBER may, at its election, withhold royalties, take down the affected Content, and/or terminate this Agreement immediately.
8.10 Artificial Intelligence Content Policy. DIMBER is built to champion genuine artistry — the work of real musicians, writers, and producers. In keeping with that commitment, DIMBER does not, at this time, accept or distribute any Recording, Composition, or accompanying Material that is generated, in whole or in material part, by artificial intelligence or other generative/algorithmic tools, including AI-generated vocals, instrumentation, lyrics, artwork, or synthetic voice models trained on a real or fictional performer's likeness ("AI Content").
This restriction reflects, among other things:
(a) the unresolved question of who, if anyone, holds enforceable copyright in AI Content, which is inconsistent with the ownership warranties the Rights Holder gives under this Agreement; and
(b) the evolving and inconsistent AI-disclosure and content policies of Digital Stores, which expose DIMBER and the Rights Holder to takedown, delisting, or account risk that DIMBER is not presently able to manage responsibly.
The Rights Holder represents and warrants that no Content submitted to DIMBER constitutes AI Content. Should DIMBER discover or reasonably suspect that submitted Content is AI Content, DIMBER may reject or remove the Content, withhold related royalties, and/or terminate this Agreement, in each case in accordance with the Representations and Warranties and Termination and Breach sections of this Agreement.
DIMBER may revisit this policy as industry standards, Digital Store requirements, and copyright law around AI-assisted music develop, and will notify Rights Holders of any change in accordance with the Change of Terms and Conditions section.
9. Data Protection and Privacy
9.1 Compliance. Each party shall comply with all applicable data protection and privacy laws in connection with the collection, processing, storage, transfer, and deletion of Personal Data under this Agreement, including the Kenya Data Protection Act 2019, and, where applicable, the EU General Data Protection Regulation (GDPR) and any other relevant legislation.
9.2 Data Processing Roles. DIMBER acts as an independent data controller with respect to Personal Data of the Rights Holder and its authorized representatives collected for Account management, billing, royalty payment, and compliance purposes. Where the Rights Holder onboards Sub-Rights Holders, the Rights Holder is responsible for ensuring it has a lawful basis to share any Personal Data of such Sub-Rights Holders with DIMBER for these same purposes.
9.3 Data Security. DIMBER shall implement appropriate technical and organizational security measures to protect Personal Data, including:
(a) encryption of Personal Data in transit and, where reasonably practicable, at rest;
(b) role-based access controls on a need-to-know basis;
(c) periodic review of security practices; and
(d) documented procedures for responding to security incidents.
9.4 Data Breach Notification. In the event of a data breach affecting Personal Data processed under this Agreement, DIMBER shall notify the affected Rights Holder without undue delay upon becoming aware of the breach, including, to the extent then known:
(a) the nature of the breach and categories of data affected;
(b) the likely consequences;
(c) measures taken or proposed to address the breach; and
(d) a point of contact for further information.
9.5 Data Retention and Deletion. Upon termination of this Agreement, DIMBER shall, at the Rights Holder's written election made within thirty (30) days of termination, either return or securely delete the Rights Holder's Personal Data within a reasonable time thereafter, except where DIMBER is required to retain such data by applicable law, including tax, accounting, or royalty-reporting obligations, or to resolve any pending dispute under this Agreement.
10. Confidentiality
The Rights Holder acknowledges that DIMBER holds non-public confidential information and may hold trade secret information (together, "Proprietary Information") relating to its business operations and development, and that the Rights Holder may have access to such Proprietary Information. Both Parties agree to keep any Proprietary Information they receive confidential and private.
"Confidential Information" means information that is confidential and commercially valuable to the disclosing Party, whether in the form of documents, techniques, methods, practices, tools, specifications, inventions, patents, trademarks, copyrights, equipment, algorithms, models, samples, software, drawings, sketches, plans, programs, or other oral or written knowledge, relating without limitation to research and development, marketing, personnel, customers, intellectual property, or finance. Information need not be labeled confidential to be treated as such, if the circumstances of disclosure indicate it should be treated as confidential. This obligation survives termination of this Agreement.
11. Indemnification and Liability
DIMBER is liable only for intent or gross negligence. DIMBER guarantees that the Rights Holder will receive the net proceeds due under this Agreement. The Rights Holder is responsible for ensuring that its use of DIMBER's platform does not violate criminal law or third-party rights.
If DIMBER becomes aware that this Agreement is affected by, or that Content violates, third-party rights or criminal law, or if DIMBER is sued or receives a claim in relation to such a matter arising from Content, DIMBER may withhold any balance on the Rights Holder's Account — up to the amount of DIMBER's expected liability — until the matter is resolved, and may deduct any resulting third-party claim from that balance. DIMBER will notify the Rights Holder promptly of any such matter. Any settlement of a third-party claim against DIMBER arising from Content requires DIMBER's prior written consent, obtained through DIMBER's legal department. DIMBER is not obliged to verify the validity of a third party's claim or to participate in related proceedings.
The Rights Holder shall indemnify and hold harmless DIMBER, its contractual partners, and its employees against all third-party claims, and related legal and court costs of prosecution or defense (including claims for damages, license-analogy payments, or copyright infringement), arising from a breach of third-party rights or of any warranty in this Agreement based on the performance of this Agreement, including in connection with sampled material contained in a Recording. The Rights Holder will use all legal means to defend DIMBER, at the Rights Holder's own expense, using a lawyer selected by DIMBER.
In any litigation arising from a breach or threatened breach of this Agreement or infringement of one Party's rights by the other, the prevailing Party shall be reimbursed its reasonable attorneys' fees and related litigation expenses.
12. Term and Termination
12.1 Term. This Agreement shall commence on the Effective Date and continue for an initial term of twelve (12) months (the "Initial Term"), unless earlier terminated in accordance with this Article. Upon expiration of the Initial Term, this Agreement shall automatically renew for successive twelve (12) month periods (each, a "Renewal Term," and together with the Initial Term, the "Term") unless either party provides written notice of non-renewal at least thirty (30) days prior to expiration of the then-current Term.
12.2 Termination for Convenience. Either party may terminate this Agreement for any reason upon thirty (30) days' prior written notice. Written notice to DIMBER is sufficient when sent to DIMBER's legal address, legal@dimber.co, and termination takes effect thirty (30) days after receipt of notice. No refunds shall be issued for any prepaid Subscription Fee upon termination for convenience.
12.3 Mutual Termination for Cause. Either party may terminate this Agreement immediately upon written notice if:
(a) the other party materially breaches this Agreement and, where such breach is curable, fails to cure it within thirty (30) days of written notice specifying the breach;
(b) the other party becomes insolvent, is unable to pay its debts as they fall due, enters into liquidation, receivership, or an equivalent insolvency process, or, being an individual, is adjudicated bankrupt;
(c) the other party engages in fraud, willful misconduct, or criminal activity in connection with this Agreement; or
(d) a Force Majeure Event prevents the other party's material performance of this Agreement for more than ninety (90) consecutive days.
12.4 DIMBER's Right to Immediate Termination. Notwithstanding Section 12.3, DIMBER may terminate this Agreement and the Rights Holder's Account immediately, without prior notice or cure period, upon the occurrence of any of the following:
(a) the Rights Holder engages in, facilitates, or knowingly benefits from artificial streaming manipulation as described in Section 8.8;
(b) DIMBER discovers or reasonably suspects that submitted Content constitutes AI Content in breach of Section 8.10;
(c) DIMBER receives more than one takedown request concerning the Rights Holder's Content, as described in Section 8.9;
(d) the Rights Holder submits Content in breach of Section 8.7 (Prohibited Content);
(e) DIMBER reasonably determines, based on its professional judgment and available information, that the Rights Holder has submitted Content constituting a material and imminent legal, regulatory, or intellectual property risk to DIMBER or its Distribution Partners, including Content subject to an active court order, regulatory investigation, formal cease-and-desist notice, or a documented rights dispute raised by a third party with a prima facie valid claim;
(f) DIMBER reasonably determines that the Rights Holder has materially misrepresented its identity, ownership of Content, or compliance standing under this Agreement; or
(g) the Rights Holder's Account activity threatens the technical integrity, stability, security, or availability of DIMBER's systems or its relationships with Distribution Partners.
12.5 Breach of Exclusivity / Right to Cure. Notwithstanding Section 12.3(a), a breach of the exclusivity provisions of this Agreement is subject to a shortened cure period of seven (7) calendar days following notice. If the Rights Holder does not cure within seven (7) days, DIMBER may, without prejudice to any other right or remedy available at law or in equity, terminate this Agreement immediately at DIMBER's discretion. Termination is a non-exclusive remedy for breach of exclusivity, and DIMBER's election to terminate does not waive any other right or remedy available to it.
12.6 Effects of Termination. Upon termination or expiration of this Agreement:
(a) all licenses granted by the Rights Holder to DIMBER under this Agreement terminate immediately, except as set out in Section 12.7 and Section 12.8;
(b) the Rights Holder's access to its Account is revoked;
(c) DIMBER shall cease active distribution of any new Content and, subject to Section 12.8, initiate takedown of the Rights Holder's Content from Digital Stores within a commercially reasonable timeframe, which may take up to sixty (60) days;
(d) DIMBER shall remit any Royalties owed to the Rights Holder as of the date of termination, less applicable fees and any outstanding amounts owed by the Rights Holder to DIMBER, in accordance with Section 12.9;
(e) the Rights Holder shall cease all use of DIMBER's trademarks, branding, and any promotional materials referencing DIMBER as its distributor;
(f) each party shall, upon the other's written request, return or securely destroy the other's confidential information then in its possession, except to the extent retention is required by law or necessary to exercise rights or perform obligations that survive termination; and
(g) Articles 1 (Definitions and Interpretations), 5 (Representations and Warranties), 7 (Remuneration and Payment), 9 (Data Protection and Privacy), 10 (Confidentiality), 15 (Dispute Resolution and Governing Law), this Article 12, and any other provision which by its nature is intended to survive termination, shall survive termination or expiration of this Agreement.
12.7 Rights Holder Content Remaining. Licenses DIMBER has granted to Digital Stores may remain in force for a period after this Agreement ends. DIMBER is not liable for previously distributed Content that remains with a Digital Store or third party for the remainder of a license granted while this Agreement was in effect. Where DIMBER terminates this Agreement for the Rights Holder's breach, DIMBER retains the right to continue collecting revenue under existing third-party licenses for Content until those licenses expire or are terminated, and to retain its applicable fees from such revenue in accordance with Article 6.
12.8 Content Takedown Timing. Notwithstanding Section 12.6(c), DIMBER may delay or decline to take down Content from a Digital Store where doing so is necessary to comply with DIMBER's obligations to a Distribution Partner or Digital Store, or where a license described in Section 12.7 remains in force.
12.9 Payments After Termination. DIMBER shall remit any Royalties owed to the Rights Holder as of the date of termination within ninety (90) days of termination, and shall continue to provide any remaining Statements to the Rights Holder on a monthly basis until no further Royalties are due. Termination or expiration does not accelerate or expedite royalty payments beyond the schedule set out in Article 6.
13. Force Majeure
If DIMBER is prevented from, or materially hindered in, manufacturing, distributing, or selling Content by a Force Majeure Event, DIMBER may, on written notice to the Rights Holder and without liability, suspend its obligations under this Agreement and extend the then-current period and the Term accordingly; such suspension is not a breach of this Agreement.
During any such suspension, DIMBER remains obliged to continue paying royalties due to the Rights Holder under this Agreement, unless the Force Majeure Event itself prevents DIMBER from making such payments.
14. Change of Terms and Conditions
DIMBER may change these terms and conditions at any time, without stating a reason. DIMBER will notify the Rights Holder by email at least one (1) month before any change takes effect, and that notice will remind the Rights Holder of its right to cancel. The Rights Holder may cancel this Agreement within two (2) weeks of receiving that notice. If the Rights Holder does not cancel within that period, the Rights Holder is deemed to have accepted the updated terms.
15. Dispute Resolution and Governing Law
15.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Republic of Kenya, applicable to agreements entered into and performed there, without regard to conflict of laws principles. These terms remain valid even where the Rights Holder accesses DIMBER's Account or services from outside the Republic of Kenya.
15.2 Good Faith Negotiation. In the event of any dispute arising out of or relating to this Agreement (a "Dispute"), the parties shall first attempt in good faith to resolve it through direct negotiation between senior representatives. The negotiation period shall last no longer than thirty (30) calendar days from written notice of the Dispute.
15.3 Mediation. If the Dispute is not resolved through negotiation within thirty (30) days, either party may submit it to mediation administered by the Nairobi Centre for International Arbitration ("NCIA"). Mediation shall be conducted in English in Nairobi, Kenya, with costs shared equally.
15.4 Binding Arbitration. If the Dispute is not resolved through mediation within sixty (60) days, either party may submit it to binding arbitration administered by the NCIA under its then-current rules. The arbitration shall be conducted by a sole arbitrator, with Nairobi, Kenya as the seat and English as the language. The arbitrator's award shall be final, binding, and not subject to appeal, except as provided under applicable Kenyan law.
15.5 Remote Proceedings. The parties agree that all arbitration hearings, procedural conferences, and related proceedings may be conducted by remote means, including video conference or other electronic communication platforms, unless either party reasonably requires an in-person proceeding and provides written justification to the arbitral tribunal. The parties shall cooperate in good faith to minimize the cost and logistical burden of the arbitration process, including by agreeing to remote proceedings wherever practicable.
15.6 Injunctive Relief. Notwithstanding this Article, either party may seek temporary, preliminary, or permanent injunctive relief or specific performance from any court of competent jurisdiction to prevent irreparable harm, protect confidential information, or enforce intellectual property rights without waiving its right to arbitration under this Article.
15.7 Class Action Waiver. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PARTIES AGREE THAT ANY DISPUTE SHALL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY. NEITHER PARTY SHALL BRING OR PARTICIPATE IN ANY CLASS ACTION, CONSOLIDATED ACTION, OR REPRESENTATIVE ACTION.
15.8 Statute of Limitation. The Rights Holder must check each Statement or invoice DIMBER provides promptly upon receipt. Any billing error must be notified to DIMBER in writing within one (1) month of receiving the relevant Statement or invoice; later claims may be rejected. This limitation does not apply where DIMBER caused the error intentionally or through gross negligence.
16. General Provisions
Electronic acceptance: The Rights Holder accepts this Agreement electronically by registering an Account, checking the acceptance box, or otherwise using the Service. Such acceptance constitutes a binding agreement and has the same legal effect as a handwritten signature, to the extent permitted by applicable law, including the Kenya Information and Communications Act, No. 2 of 1998. No physical signature is required.
No waiver: A Party's failure to enforce a term of this Agreement is not a waiver of that term or any other term. No term is waived by any act or omission of a Party; only a further written agreement between the Parties can waive a term, and waiver of one term or once is not a waiver of any other term or of the same term on a later occasion.
No presumption against the drafter: Each Party acknowledges that this Agreement resulted from a negotiation in which each Party was represented by counsel, or independently chose to forgo legal representation, and no presumption against the drafting Party applies in interpreting this Agreement; each Party waives the right to assert such a presumption.
Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions remain in full force and effect.
No partnership or agency: Nothing in this Agreement creates a partnership, joint venture, or agency relationship between the Parties.
Entire agreement: This Agreement, together with the Terms Summary, constitutes the entire agreement between the Parties and may only be modified, supplemented, or amended by a written instrument agreed by both Parties (including by electronic acceptance) (subject to the Change of Terms and Conditions section above). It supersedes all prior agreements and understandings between the Parties on the same subject.
Additional documents: Both Parties agree to provide, on reasonable request, any additional documents necessary to give effect to this Agreement.
Counsel: Each Party acknowledges having had the opportunity to have this Agreement reviewed by legal counsel, and either did so or knowingly waived that right. Each Party enters into this Agreement voluntarily and with a full understanding of its terms.
Headings: Headings are for convenience of reference only and do not affect the interpretation of this Agreement.