This Distribution Agreement ("Agreement") is entered into as of Aril 5th 2026 (the "Effective Date") by and between Mushroom Entertainment Inc., a Delaware corporation operating the melabel service ("Company" or "melabel"), and you, the undersigned user ("You" or "Content Owner").
1. Introduction
This Agreement governs your use of melabel's music distribution services. melabel provides a workspace for independent artists and labels to distribute, promote, and manage their music business. By accepting this Agreement and submitting content for distribution, you agree to the terms and conditions set forth herein.
2. Definitions
- "Content" means all musical compositions, sound recordings, artwork, metadata, and other materials you submit for distribution through melabel.
- "Digital Service Provider" or "DSP" means any online platform that distributes, streams, or sells music (including but not limited to Spotify, Apple Music, YouTube Music, Amazon Music, Tidal, and others).
- "Distribution Period" means the period during which your Content is active and available on DSPs.
- "Net Revenue" means gross revenue received by the Company from DSPs for your Content, less (a) DSP payment processing fees, (b) distribution network fees, and (c) applicable taxes and chargebacks.
- "Release" means a single album, single, EP, or other collection of musical content submitted as a discrete unit for distribution.
- "Territory" means the geographic region(s) in which your Content is made available on DSPs.
- "Team Owner" means the user account with administrative authority over your melabel workspace.
- "Mechanical License" means a license to reproduce and distribute a musical composition.
3. Grant of Rights
By submitting Content through melabel, you grant the Company an exclusive worldwide (or Territory-specific) right to:
(a) Reproduce your Content in digital format;(b) Distribute your Content to DSPs and other digital distribution channels;(c) Make your Content available for streaming, download, and other forms of digital exploitation;(d) Retain copies of your Content on DSP servers for the duration of the Distribution Period;(e) Collect revenue from DSPs on your behalf.
These rights are exclusive. You may not distribute the same Content through any other distribution service or directly to DSPs during the Distribution Period.
4. Exclusivity
(a) You may not distribute any Release through any other music distributor, aggregator, or directly to any DSP while it remains active on melabel;(b) If you simultaneously distribute identical Content elsewhere, the Company may immediately remove your Content from DSPs and terminate your rights without penalty;(c) Exclusivity applies per Release and per Territory.
5. Content Delivery & Standards
You agree to:(a) Submit Content that meets all technical specifications provided by melabel;(b) Ensure all metadata is accurate and complete;(c) Provide high-resolution cover art meeting DSP requirements;(d) Clear all samples, interpolations, and features with appropriate rights holders before submission;(e) Ensure Content is not corrupted, incomplete, or technically defective.
6. Territory
By default, your Content will be distributed worldwide. You may restrict distribution to specific territories through the melabel dashboard.
7. Distribution Process
7.1 Release Submission
Submit each Release through the melabel dashboard with audio files, artwork, metadata, territory/date specifications, and content warnings.
7.2 Authorization & Consent
Before submission, the Team Owner (or authorized user) must complete a legal consent checklist confirming (a) rights ownership and metadata accuracy, and (b) acceptance of this Distribution Agreement and authorization to submit. All consent events are logged and immutable. See the Distribution Submission Legal Checklist for full details.
7.3 Distribution Timeline
Once authorized, the Company validates and delivers Content to our distribution partners, who distribute to DSPs. Delivery typically takes 1–4 weeks depending on the DSP.
8. Rights & Ownership Warranties
You warrant and represent that:(a) You own or control all necessary rights to all Content submitted;(b) You own or have licensed the sound recording rights;(c) You have obtained all necessary mechanical licenses (see Section 9);(d) Content does not infringe any third-party rights;(e) You have obtained all necessary permissions from featured artists, producers, and contributors;(f) Content complies with all applicable laws;(g) You have full authority to grant the rights in Section 3.
These warranties are fundamental to this Agreement.
9. Mechanical Licensing & Cover Songs
9.1 User Responsibility
If your Content includes cover songs or remixes, you are responsible for obtaining mechanical licenses and paying applicable royalties.
9.2 Current Limitations
melabel does not currently provide mechanical licensing services. You must obtain licenses independently.
9.3 Future Mechanical Licensing
The Company may offer integrated mechanical licensing as a paid add-on service in the future.
10. Royalties & Payment Terms
10.1 Revenue Share
Gross Revenue minus DSP fees minus distribution network fees (~10%) = Net Revenue. Your share: 90%.
10.2 Payment Schedule
Monthly in arrears upon request, issued on or about the 15th of each month.
10.3 Minimum Threshold
Subject to a minimum monthly threshold of $50. Upon termination, accumulated balance is paid regardless of threshold.
10.4 No Advance Royalties
The Company does not provide advance royalties or guarantees.
11. Accounting & Reporting
Real-time dashboard access for streams, downloads, sales, revenue, and payment history. Monthly royalty statements available. Disputes must be filed within 30 days. Records maintained for minimum [3] years.
12. Takedown & Removal Requests
You may request removal of any Release at any time. DSPs typically process removals within 7-21 business days. The Company may also remove Content that violates this Agreement or applicable law.
13. Content Restrictions
You agree not to submit Content that infringes IP rights, contains hate speech/threats/violence, includes non-consensual intimate imagery, violates DSP policies, contains malware, is fraudulently attributed, or violates applicable law.
14. DMCA & Copyright Compliance
The Company complies with the DMCA. See separate DMCA Policy. Three or more valid claims may result in account termination.
15. Indemnification
You agree to indemnify, defend, and hold harmless the Company from any claims arising from your breach of this Agreement, IP infringement, or Content you submit.
This indemnification is a material requirement. The Company's upstream distribution partners require full indemnification. Your obligation flows from this upstream requirement.
16. Limitation of Liability
The Company is not liable for indirect, incidental, consequential, or punitive damages. Total liability shall not exceed royalties paid in the 12 months preceding the claim. Not liable for DSP errors, algorithm changes, or playlist decisions.
17. Term & Termination
Effective until terminated. You may terminate with [30] days' notice. Company may terminate immediately for material breach or with [90] days' notice for convenience. 60-day wind-down period for existing releases.
18. Effect of Termination
During wind-down: Content remains on DSPs, royalties continue. Post wind-down: Content removed. Final accounting within 60 days (no minimum threshold applies).
19. Confidentiality
Each party maintains confidentiality of proprietary information including royalty rates, technical specs, business strategies, and user data. Obligations continue for [3] years after termination.
20. Dispute Resolution
Good-faith negotiation first. Then binding arbitration under [AAA/JAMS Rules]. Governed by laws of Delaware, US.
21. General Provisions
Entire agreement. Company may amend with notice. Severability. No waiver unless written. No assignment by you without consent. Independent contractors. Force majeure.
ACKNOWLEDGMENT & ACCEPTANCE
By clicking "Authorize Release for Distribution" or submitting your first Release, you acknowledge you have read and agree to all terms, including Sections 8 (Warranties), 9 (Mechanical Licensing), and 15 (Indemnification).
By accepting, you confirm you are the Team Owner or authorized by the Team Owner.