This Distribution Agreement (“Agreement”) is between Andrae Douglas Simpson, operating under the trading/brand name Kalmori Music (“Kalmori”), and the person or entity submitting recordings or other content for distribution (“Client,” “you”). If you act for an artist, producer, label, roster or other rights holder, you represent and warrant that you have the authority necessary to act for and, where applicable, bind the relevant rights holder for the purposes of this Agreement.

1. Appointment and Non-Exclusive Grant

You appoint Kalmori on a non-exclusive, worldwide basis to distribute the recordings and related approved content you submit during the term of this Agreement. You grant Kalmori the limited rights reasonably necessary to encode, reproduce, transmit, deliver, make available, monetize, administer, report on, promote where authorized, and otherwise process the submitted recordings, artwork and metadata for distribution.

Kalmori may sublicense those limited operational rights to DSPs and upstream distribution or technology providers only as reasonably necessary to perform the Service. This grant is a distribution authorization, not a sale or transfer of ownership.

2. Master Ownership

You or the applicable third-party rights holder retain ownership of the master recording. Kalmori does not obtain ownership merely by accepting, distributing, monetizing, reporting on or collecting revenue for a release.

If a producer, independent label, artist, production company or other party owns or controls the master, that party remains the rights holder. You must have written or otherwise legally sufficient authority to submit that master for distribution.

3. Kalmori Music as Distributing Label / Imprint

For technical, operational or commercial distribution purposes, you authorize Kalmori to designate “Kalmori Music” as the distributing label or imprint for releases delivered through the Kalmori service where required or selected.

The appearance of “Kalmori Music” in a Label, Imprint, Distributed By, Provider or similar field does not mean Kalmori owns the master, composition, publishing, artist identity or producer rights.

Where Kalmori supports and approves use of a Client’s separate label/imprint, that label may be supplied subject to the Client’s plan, Kalmori’s technical capabilities, available upstream label capacity and applicable distribution-partner rules.

4. P-Line, C-Line, Publishing and Copyright Ownership

The Client must provide accurate copyright and rights-holder metadata for each release.

• P-Line (℗): should identify the applicable owner or controller of the sound recording/master as represented by the Client.
• C-Line (©): should identify the applicable copyright owner for the relevant copyrighted material as appropriate.
• Publishing: should identify the actual publisher, publishing administrator, self-published songwriter or other applicable publishing rights holder. Kalmori is not a publisher merely because it distributes a recording.
• Copyright Owner: must reflect the actual applicable rights holder and must not default to Kalmori unless Kalmori genuinely owns the relevant right under a separate written agreement.

Kalmori may maintain technical defaults in an upstream distribution system, but release-specific information supplied by the Client must be used where necessary to avoid falsely identifying Kalmori as a rights owner.

5. Contributors and Credits

You are responsible for supplying accurate Primary Artist, Featured Artist, Producer, Co-Producer, Songwriter/Composer, Lyricist, Performer, Instrumentalist, Mixing Engineer, Mastering Engineer and other supported contributor information.

Kalmori does not become a producer, performer, songwriter, publisher, featured artist or master owner merely because it distributes the release. DSPs control how supplied credits are ultimately displayed.

6. Upstream Distribution Providers

You authorize Kalmori to use third-party/upstream providers, including LabelGrid or successor/replacement providers, to deliver releases, receive reports, administer metadata and perform related distribution functions. Kalmori may provide those providers with recordings, artwork, metadata, identifiers and rights information reasonably required for distribution.

Use of an upstream provider does not transfer ownership of the Client’s master to Kalmori or the upstream provider.

7. Master Splits vs. Kalmori Service Fee

Kalmori’s Free/Rise service percentage is not a master-ownership split. Unless Kalmori is genuinely a master co-owner under a separate written agreement, Kalmori should not be entered as a master owner merely to collect its distribution fee.

Where an upstream system requires master splits, the rights-holder split should reflect the actual economic/master arrangement between the applicable rights holders. Kalmori’s distribution fee is calculated separately under the Client’s Kalmori plan from applicable Net Distribution Receipts.

8. Distribution Revenue and Plans

Subject to the current plan purchased or selected by the Client:

• Free: Client receives 90%; Kalmori retains 10% of applicable Net Distribution Receipts.
• Rise: Client receives 95%; Kalmori retains 5% of applicable Net Distribution Receipts.
• Pro: Client receives 100%; Kalmori retains 0% of applicable Net Distribution Receipts, subject to separately disclosed subscription charges and third-party deductions.

Plan features, upload limits, release-type limits and billing periods are governed by the current pricing/checkout terms shown by Kalmori. If a conflict exists between an outdated plan description in this Agreement and the current checkout terms, Kalmori must not apply a less favorable undisclosed term retroactively.

9. Reporting, Payment and Threshold

Royalty reports depend on statements received from DSPs and upstream providers and may arrive months after the underlying stream, sale or use. Kalmori will account to the Client based on the reports and amounts Kalmori receives or is credited.

Eligible distribution earnings accumulate until the $100 USD payout threshold is reached, subject to payment-method availability, verification, tax requirements, reserves, corrections and applicable law. Payment timing after threshold may depend on Kalmori’s payout cycle and payment processor settlement times.

10. Client Warranties

You represent and warrant that:

1. you own or control the necessary distribution rights, or are properly authorized by the relevant owner;
2. all submitted recordings, beats, samples, compositions, artwork and metadata are cleared for the requested use;
3. you have obtained necessary permissions from producers, featured artists, labels, master owners, songwriters, publishers and other contributors;
4. metadata and rights information are accurate and not misleading;
5. you will not knowingly submit artificial-streaming schemes, infringing material or deceptive artist identities; and
6. if you manage a roster, you have authority from each applicable artist/rightsholder to distribute and administer their releases through your account.

11. Quality Control and Release Decisions

Kalmori may review releases for metadata, artwork, audio, rights, fraud and DSP compliance. Kalmori may return a release for correction, reject it, pause delivery or request evidence of rights. Approval by Kalmori does not constitute a legal determination that the Client owns all rights.

12. Artificial Streaming and DSP Penalties

Artificial streaming and manipulation are prohibited. Where a DSP or upstream provider identifies invalid activity, Kalmori may remove affected content, hold or reverse affected earnings, pass through properly attributable penalties or adjustments where permitted, and suspend or terminate distribution.

13. Roster and Third-Party Rights

Labels, producers and roster managers are responsible for their separate agreements with their artists and other rights holders. Kalmori does not become a party to those private ownership or split agreements merely because Kalmori provides distribution or royalty tools.

If conflicting ownership claims arise, Kalmori may pause distribution or associated payments while the parties resolve the dispute or provide sufficient evidence.

14. Takedowns and Termination

Either party may terminate the distribution relationship subject to reasonable notice and outstanding obligations. A valid takedown request will be transmitted to the applicable upstream provider/DSP. Removal timing is controlled by third parties and cannot be guaranteed.

Termination does not transfer ownership to Kalmori. Delayed reports and revenue relating to activity before removal may continue to arrive after termination and will be accounted for subject to applicable deductions, reserves and legal retention duties.

15. Final Balances

Where an account terminates below the normal payout threshold, Kalmori should handle the remaining legitimate balance in accordance with the payment method, administrative costs expressly disclosed in advance, upstream limitations and mandatory law. A legitimate balance is not automatically confiscated solely because it is below $100.

16. Liability, Indemnity and Disputes

The limitation-of-liability, indemnification, governing-law and mandatory-consumer-rights provisions in the Kalmori Music Terms & Conditions are incorporated into this Agreement. Rights-holder disputes remain the responsibility of the parties claiming those rights, although Kalmori may take reasonable protective action concerning distribution or funds.

17. Entire Distribution Understanding

This Agreement, together with the Terms & Conditions, current checkout terms and any release-specific written addendum accepted by the parties, forms the distribution arrangement between Kalmori and the Client. A separate signed record deal, master acquisition, publishing agreement or other rights-transfer agreement is required before Kalmori may claim ownership beyond the limited distribution rights granted here.