GET MORE STREAMS AGENCY CONTRACT
This agreement (“Agreement”) is made and entered into on [date] by and between Good Smart Idea LLC DBA Get More Streams (“Agency”), located at 15728 Lorain Ave, #8 Cleveland, OH 44111, and [artist name] (“Artist”).
1. Scope of Services
The Agency shall provide marketing services for the Artist’s songs, albums, and other projects (“Works”), primarily using social media ads such as for Facebook/Instagram, TikTok, native display ads, and other similar methods, to promote the Works to the fans of major label artists. The Agency shall not be responsible for the creation of the Works.
Platform Discretion: Agency shall have the sole discretion to select and modify the social media platforms used for the advertising campaigns. Although Agency may consult with the Artist regarding platform preferences, the final determination of the platforms utilized shall be made by Agency.”
Artist’s Conduct: Artist acknowledges and agrees that Agency shall not be held responsible or liable for the success or failure of any advertising campaign resulting from the Artist’s controversial, risqué, or offensive actions or postings, whether on the platforms used for the campaign or on any other platforms.
Impact on Artist Compensation: The client acknowledges and agrees that the services provided by the agency do not affect the artist’s ability to be compensated by the streaming or social media platforms where their music or content is published, nor do they alter the terms of any agreements or contracts the artist has with such platforms. The agency’s role is solely to assist the client in promoting their content and increasing its visibility on those platforms.
2. Client Onboarding and Materials
Client is responsible for providing all necessary onboarding materials, links, and other information required by Agency to perform its services in a timely manner. If Client fails to provide the required materials within a reasonable time, as determined by Agency, Agency reserves the right to terminate the contract without any obligation to return the funds paid by the Client.
3. Payment and Service Duration
Upon execution of this agreement, the client shall pay the agency the full amount specified in the agreed-upon invoice. The promotional campaign shall commence on the agreed-upon date or 72 hours after the receipt of both full payment and all required client promotional materials, whichever is later, and shall have a duration of 30 days.
The agency may, at its discretion, offer express processing and handling of services for an additional fee. Any additional services requested by the client beyond the scope of this agreement shall be agreed upon and explicitly defined in writing by both parties.
If the client fails to provide all necessary promotional materials or payment in full, the agency reserves the right to delay or cancel the promotional campaign without liability.
4. Copyright Compliance
Client’s Responsibility: The Client represents and warrants that all promotional materials, including but not limited to songs, music, images, and videos provided to the Agency for use in any promotional campaign are the Client’s own original work or that the Client has obtained all necessary licenses, permissions, and clearances to use and distribute such materials. The Client acknowledges and agrees that it is solely responsible for ensuring that all materials provided to the Agency comply with all applicable copyright laws and regulations, as well as the terms and conditions of the social media platforms used for advertising. The Agency shall not be liable for any claims, damages, or costs arising from the Client’s failure to comply with copyright laws or any other laws or regulations relating to the use of promotional materials.
The Agency shall not be responsible for any copyright issues that may arise on social media platforms or other external platforms. The Artist shall be solely responsible for ensuring that they have the necessary rights to use the Works and that they comply with the terms and conditions of the platforms on which the Works are promoted.
The Client hereby grants the Agency a limited, non-exclusive, royalty-free, worldwide license to use, reproduce, and publicly display the Client’s promotional materials solely for the purpose of providing the services under this Agreement. This license includes all necessary rights to carry out advertising campaigns on the specified social media platforms as agreed upon by the Client and the Agency.
5. Performance Guarantees
The Agency shall not guarantee any specific number of streams on external platforms such as Spotify, Soundcloud, Apple Music, Tidal, Bandcamp, and other similar platforms. The success rate of the promotional campaigns and the number of people reached who view the ads, listen to the songs, watch the videos, subscribe to the social platforms, or subscribe or listen to the Works on the streaming platforms shall depend on various factors, including advertising media buying costs, the quality of the Works provided, and other factors beyond the Agency’s control.
6. Right to Refuse or Terminate Services
Prior to Service Commencement: Agency reserves the right, at its sole discretion, to refuse to enter into a business relationship with any artist or client if Agency believes that working with such artist or client may negatively affect Agency’s brand, product, or service reputation. In such cases, Agency shall provide written notice of its decision to the prospective client.
7. Relationship of the Parties
The relationship between the Agency and the Client is that of an independent contractor, and nothing contained in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties.
The Agency is an independent contractor and is solely responsible for the manner and means by which it carries out the services under this Agreement, and the Client shall have no right to control or direct the Agency in the performance of its services.
The Client acknowledges and agrees that the Agency is not affiliated with any social media platform, streaming platform, or any other third-party service provider mentioned in this Agreement, and that the Agency has no control over the operation or policies of such third-party service providers.
The Client further acknowledges and agrees that the Agency has no authority to enter into any agreement or make any commitment on behalf of any such third-party service provider, and that the Agency’s role is limited to the provision of the services specified in this Agreement.
The parties agree to conduct their relationship in a professional manner and to cooperate with each other in good faith to carry out the provisions of this Agreement.
The Client agrees to indemnify, defend, and hold harmless the Agency, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorney’s fees) arising from the Client’s breach of any representation, warranty, or obligation related to copyright compliance, as set forth in this Agreement.
The Client acknowledges and agrees that it is solely responsible for ensuring that all promotional materials provided to the Agency comply with all applicable copyright laws and regulations, as well as the terms and conditions of the social media platforms used for advertising. The Client warrants and represents that it has obtained all necessary licenses, permissions, and clearances to use and distribute the promotional materials provided to the Agency and that the use, reproduction, and display of such materials as permitted under this Agreement do not infringe any third-party rights, including but not limited to copyright, trademark, or publicity rights.
The Agency shall promptly notify the Client in writing of any claim, action, or demand for which the Agency seeks indemnification under this clause. The Client shall have the right to assume control of the defense of any such claim, action, or demand at its own expense, with counsel of its own choice, provided that the Client shall not settle any claim, action, or demand without the prior written consent of the Agency.
The indemnification obligations of the Client under this clause shall survive the termination or expiration of this Agreement.
9. Limitation of Liability
To the fullest extent permitted by law, the Agency’s liability arising out of or related to this Agreement, whether in contract, tort, or otherwise, shall be limited to the amount paid by the Client for the Agency’s services under this Agreement or to a predefined maximum amount specified in writing by the Agency.
In no event shall the Agency be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to lost profits or revenue, lost data, or costs of procurement of substitute goods or services, even if the Agency has been advised of the possibility of such damages.
The limitations and exclusions of liability set forth in this clause shall apply regardless of the form of action, whether in contract, tort, or otherwise, and shall survive any termination or expiration of this Agreement.
The Client acknowledges and agrees that the limitations and exclusions of liability set forth in this clause are reasonable and necessary in light of the nature of the services provided by the Agency and the fees charged for such services.
10. Disclaimer and Guarantee
Performance Disclaimer: The Agency makes no guarantees or warranties, express or implied, regarding the results of any promotional campaign conducted by the Agency on behalf of the Client, including but not limited to streams, views, plays, subscribers, or followers on any social media platform or streaming service. Any projections or estimates provided by the Agency are for informational purposes only and are not guarantees of performance. The success of any promotional campaign is subject to a variety of factors outside of the Agency’s control, including but not limited to the quality of the content provided by the Client, advertising media buying costs, and audience preferences.
No Playlist Placement Guarantee: The Agency makes no guarantees or warranties, express or implied, regarding placement on any playlists or editorial features on any streaming platforms, including but not limited to Spotify, Apple Music, and Tidal. Any placements on such playlists or features are subject to the sole discretion of the respective platform and are not within the control of the Agency.
11. Term and Termination
This Agreement shall commence on [date] and shall continue for a period of [duration] months, unless terminated earlier by either party for any reason upon [notice period] days written notice to the other party. Upon termination of this Agreement, the Agency shall immediately cease all promotional activities related to the Works.
The Agency reserves the right to terminate the contract with immediate effect by providing written notice to the client if, at any point during the term of the agreement, Agency reasonably believes that the client’s actions or conduct may negatively affect Agency’s brand, product, or service reputation. In the event of such termination, Agency shall not be obligated to provide any refund for the services not yet performed, and the client shall remain liable for any outstanding payments due under the contract.
Suspension: The Agency reserves the right to suspend the advertising campaign, in whole or in part, if it reasonably believes that the promotional materials provided by the Client infringe on any third-party rights, including but not limited to copyright, trademark, or publicity rights, or if the Agency receives a notice or claim related to potential copyright infringement.
In the event of such suspension or termination, the Agency shall promptly notify the Client in writing and provide reasonable explanation and evidence supporting its decision. The Client shall have the opportunity to cure any such infringement within a reasonable time period, as determined by the Agency in its sole discretion, and to provide evidence of such cure to the satisfaction of the Agency.
If the Client fails to cure any such infringement or provide satisfactory evidence of such cure within the specified time period, the Agency may terminate the advertising campaign without liability to the Client, and the Client shall remain liable for any fees or expenses incurred by the Agency up to the date of termination.
The suspension or termination of the advertising campaign under this clause shall not relieve the Client of its obligations to indemnify and hold the Agency harmless from any claims, damages, or expenses arising from the Client’s breach of its representations, warranties, or obligations related to copyright compliance, as set forth in this Agreement.
Termination for Non-Compliance: “If Agency decides to terminate the contract due to Client’s failure to provide the necessary materials or information, Client shall not be entitled to a refund, and any outstanding payments due under the contract shall remain payable by the Client. Agency shall not be responsible for any delays or failure to perform its services resulting from the Client’s failure to provide necessary materials or information.
No Refunds After Ad Commencement: It is agreed that once the agency has started running the promotional campaign, no refunds will be issued, as resources and expenses have already been allocated towards the campaign.
13. Cancellation Prior to Ad Commencement
In the event that the client cancels the agreement before the agency has started running the promotional campaign, a partial refund may be considered. The refundable amount shall be calculated based on the costs already incurred by the agency, including planning, setup, and creative work, as well as a reasonable administration fee. However, the refundable amount shall not exceed 50% of the total amount paid, and the client must request the refund no later than 48 hours after the payment has been posted.
The undersigned parties hereby agree and acknowledge that any and all confidential information, trade secrets, or proprietary information provided by either party to the other in connection with this Agreement or the business relationship between the parties shall be kept strictly confidential and shall not be disclosed to any third party under any circumstances, except as required by law. The parties further agree to obtain the prior written consent of the disclosing party before disclosing any such confidential information to any third party, and to use the utmost care to ensure that such confidential information is protected from unauthorized use, disclosure, or dissemination. This obligation of confidentiality shall survive the termination of this Agreement.
15. Governing Law
Governing Law and Dispute Resolution: This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to its conflict of law provisions. Any dispute, controversy, or claim arising out of or related to this Agreement, including any question regarding its existence, validity, or termination, shall be resolved in accordance with the following procedure:
First, the parties shall attempt to resolve the dispute amicably by mediation, to be held in Cleveland, Ohio, within 30 days of either party providing written notice to the other of the dispute. If the dispute cannot be resolved through mediation, then it shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association (AAA) in Cleveland, Ohio. The arbitration shall be conducted before a single arbitrator mutually agreed upon by the parties, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The parties shall share equally the costs and expenses of the arbitration, including the arbitrator’s fees. Notwithstanding the foregoing, either party may seek injunctive relief from any court of competent jurisdiction.
The parties agree that the exclusive venue for any action arising out of or in connection with this Agreement shall be the courts located in Cuyahoga County, Ohio. The parties hereby waive any objection to such jurisdiction and venue.
16. Entire Agreement
This Agreement constitutes the entire agreement between the parties and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the subject matter hereof.
The Parties agree to the terms and conditions set forth above as demonstrated by their signatures as follows: