This is an English translation provided for convenience. The Agreement is made in Russian (clause 8.4): the Russian text governs, and if the two versions differ, the Russian text prevails.
LICENSE AGREEMENT
OUR ANGELS LABEL
Individual Entrepreneur T. S. Ivantsova
Moscow
Individual Entrepreneur Tatiana Stepanovna Ivantsova, taxpayer identification number (INN) 645101160153, primary state registration number of an individual entrepreneur (OGRNIP) 323645700088697, representing the OUR ANGELS label, hereinafter the “Licensee”, on the one part, and
the person who has accepted the terms of this Agreement in accordance with clause 7.1 (full name, stage name and contact details – as stated in the application), hereinafter the “Licensor”, on the other part,
together referred to as the “Parties”, have entered into this License Agreement (the “Agreement”) as follows.
2.1. The Parties have agreed that the following terms are used in this Agreement with the meanings set out below.
2.2. “Works” – the musical works with lyrics listed in Section 9 of this Agreement, including their separate parts and titles.
2.3. “Performances” – the presentation of the Works by the Performers by means of singing and playing musical instruments, as well as participation in the Music Videos.
2.4. “Phonograms” – sound recordings of the Performances of the Works, as well as of other sounds, including sounds created with the use of artificial intelligence services.
2.5. “Photographs” – photographic images of the Licensor provided to the Licensee in digital form at the time this Agreement is concluded.
2.6. “Artwork” – the cover design of the album / single provided to the Licensee in digital form at the time this Agreement is concluded.
2.7. “Music Videos” – audiovisual works consisting of a recorded series of related images accompanied by sound, listed in Section 9.
2.8. “Objects” – collectively: the Works, Performances, Phonograms, Photographs, Artwork and Music Videos.
2.9. “Performers” – the persons listed in Section 9 of this Agreement.
2.10. “Term” – 5 (five) years from the delivery of the Objects via the Internet or a messenger, confirmed in accordance with clause 3.5 of this Agreement.
2.11. “Territory” – the whole world, without any exceptions or limitations.
2.12. “Content” – the Objects in digital formats (MP3, MP4, WAV, FLAC, AAC, MIDI, WMA and any other formats that exist now or appear during the term of the Agreement) intended for distribution through digital channels.
2.13. “Digital Monetization” – all revenue received from streaming platforms (Spotify, Apple Music, VK Music, Yandex Music, Boom and similar), digital download stores, video hosting services (YouTube, RuTube and similar), synchronization licenses, digital broadcasting and any other digital use of the Objects.
2.14. “Reporting Period” – one calendar quarter (Q1: 1 January – 31 March; Q2: 1 April – 30 June; Q3: 1 July – 30 September; Q4: 1 October – 31 December).
Other terms are interpreted in the meaning given to them by the Civil Code of the Russian Federation.
3.1. For remuneration, for the Term and in the Territory, the Licensor grants the Licensee an exclusive license to use the Works, Performances, Phonograms and Music Videos, as well as a simple (non-exclusive) license to use the Artwork and Photographs (together, the “Right to Use the Objects”).
3.2. The Licensor allows the Licensee to grant sublicenses for the use of the Objects to third parties without the Licensor’s prior consent.
3.3. The Licensor consents to the first publication of the Objects by the Licensee if the Objects have not been made public before the date this Agreement is concluded.
3.4. The Licensee may use the names, stage names and images of the authors and Performers for advertising and marketing purposes, as well as in the printed design of physical carriers. If a name or stage name cannot be indicated for technical reasons, it may be omitted.
3.5. The Objects are delivered in digital form via the Internet or a messenger (Telegram, WhatsApp, e-mail, etc.). The delivery is confirmed by a written message from the Licensor to the Licensee – in a messenger, by e-mail or by a release upload application on the ourangels.ru website containing a link to the files. Such a message is equivalent to an acceptance certificate and is sufficient confirmation that the obligation to deliver the Objects has been fulfilled.
3.6. The Right to Use the Objects is deemed granted from the date the Licensee receives the confirmation of delivery of the Objects in accordance with clause 3.5.
3.7. During the Term, the Licensor may not use the Works, Phonograms, Performances and Music Videos in the ways provided for by this Agreement or grant licenses for them to third parties, except in the case specified in clause 3.8.
3.8. The Licensor may perform the Works live at concerts, wherever they take place.
The Right to Use includes the following ways of use:
4.1.1. The Licensor warrants that he or she is the rights holder of the Objects or an authorized person and is entitled to conclude this Agreement and to grant the Licensee all the rights provided for in it.
4.1.2. The Licensor warrants that the conclusion and performance of this Agreement do not violate the rights and legitimate interests of third parties.
4.1.3. The Licensor warrants that the Licensee and its counterparties will be able to use the Objects freely in the Territory throughout the Term.
4.1.4. The warranties in clauses 4.1.1–4.1.3, 4.1.7 and 4.1.8 are representations as to circumstances (Article 431.2 of the Civil Code of the Russian Federation). If third parties, platforms or distributors bring claims, lawsuits, complaints or demands against the Licensee or its counterparties in connection with the Objects, the Licensor undertakes to settle them independently and at his or her own expense, and to compensate the Licensee for all losses, including compensation paid (Articles 1301 and 1311 of the Civil Code of the Russian Federation), amounts withheld or reclaimed by platforms and distributors, platform sanctions, court costs and legal fees. The compensation is paid within 10 (ten) business days from the date of the Licensee’s demand.
4.1.5. Within 10 (ten) business days from the conclusion of the Agreement, the Licensor undertakes to provide the Licensee, via the Internet or a messenger, with documents (contracts, agreements, etc.) confirming his or her right to conclude this Agreement – if the Licensee requests them.
4.1.6. The Licensor undertakes to inform the Licensee promptly of any change in his or her contact details (e-mail address, messenger number).
4.1.7. The person who has accepted the terms of this Agreement and delivered the Objects to the Licensee is the Licensor and is personally responsible for holding the rights to all component parts of the Objects: the music and lyrics of the Works, the Performances, Phonograms, beats, instrumental backing tracks, samples, loops and any other borrowed fragments, the Artwork, Photographs and Music Videos. The Licensor warrants that he or she has obtained the written consent of all co-authors, Performers, phonogram producers, persons depicted in the Photographs and Music Videos and any other rights holders. If the Objects are delivered on behalf of another person (an artist, a band or a rights holder) without authority or in excess of it, the person who delivered them is liable to the Licensee as the Licensor (Article 183 of the Civil Code of the Russian Federation).
4.1.8. If artificial intelligence services (Suno, Udio and similar, the “AI Services”) were used to create an Object or any part of it (music, lyrics, vocals, arrangement, mixing, mastering, Artwork, Music Video), the Licensor must state in writing, when delivering the Objects, which parts were created with them and with which services, and warrants that: (a) on the date of creation, the terms of the AI Service allowed commercial use of the result and its distribution on platforms, including that a paid subscription was active if the service does not grant such rights without one; (b) the Object does not reproduce recognizable fragments of other people’s works, phonograms or lyrics and does not imitate the voice, performing style, name or image of a real person without that person’s written consent; (c) the Licensor keeps evidence (a receipt or a screenshot of the subscription on the date of creation, links to the generations in the account, source files and lyrics) and provides it at the Licensee’s request within 10 (ten) business days. The Licensor bears the risk that a result created without human creative contribution is not protected by copyright (clause 1 of Article 1228 of the Civil Code of the Russian Federation), as well as the consequences of incomplete or inaccurate disclosure of the use of AI Services.
4.1.9. Platforms may label content created with AI Services, limit it in recommendations and monetization, refuse to place it or remove it under their own rules. Such actions of platforms are not a breach of this Agreement by the Licensee.
4.1.10. If a claim, complaint or notice from a rights holder, platform or distributor is received regarding an Object, or if the warranties in clauses 4.1.1–4.1.3, 4.1.7 or 4.1.8 prove inaccurate, the Licensee may, without the Licensor’s consent: (a) suspend or stop the distribution of such Object; (b) suspend payment of remuneration for this Object until the matter is settled, and not pay out amounts withheld or reclaimed by platforms; (c) set off the amounts to be compensated under clause 4.1.4 against the Licensor’s remuneration for any Objects. The Licensor’s obligations under clauses 4.1.4, 4.1.7 and 4.1.8 survive the termination of the Agreement.
4.2.1. The Licensee undertakes to pay the remuneration to the Licensor on time and in full in accordance with Section 5 of this Agreement.
4.2.2. The Licensee is not liable to the Licensor for the actions of sublicensees.
4.2.3. When using the Objects, the Licensee undertakes to respect the moral rights of authors and performers (the right to a name and the right to integrity) as far as this is technically and commercially feasible.
4.2.4. The Licensee undertakes to inform the Licensor at least once a year of the main ways in which the Objects are used.
4.2.5. The Licensee indicates the use of AI Services in the release metadata and labels such Objects in accordance with the requirements of platforms and the law, based on the information provided by the Licensor under clause 4.1.8.
5.1. The Licensee collects in full all revenue from the Digital Monetization of the Objects on behalf and in the interests of the Parties. The revenue is shared as follows: 60% (sixty percent) – to the Licensor (the artist), 40% (forty percent) – to the Licensee (the label).
5.2. The Licensor’s remuneration is calculated as 60% of the revenue from Digital Monetization actually received by the Licensee for the Reporting Period, less confirmed direct costs directly related to monetization (commissions of aggregators and of distributors to digital platforms, bank transfer fees). No other expenses of the Licensee reduce the base on which the Licensor’s remuneration is calculated.
5.3. The Licensee pays the remuneration to the Licensor within 45 (forty-five) calendar days after the end of each Reporting Period to the payment details specified in Section 10 of this Agreement.
5.4. Revenue from physical carriers, synchronization licenses, public performance, broadcasting and cable transmission is also included in the Report and shared 60/40 in accordance with clause 5.1.
5.5. The remuneration terms set out in this Section are confidential and may not be disclosed to third parties without the written consent of both Parties.
5.6. Each Party pays taxes and mandatory charges on its own share of the revenue independently.
6.1. After the end of each Reporting Period, the Licensee prepares a Report on the use of the Objects and sends it to the Licensor electronically (by e-mail or in a messenger) within 45 (forty-five) calendar days from the end of the Reporting Period.
6.2. The Report contains: (a) the total revenue from Digital Monetization for the period; (b) the calculation of the Licensor’s remuneration (60%); (c) other uses of the Objects (physical carriers, broadcasting, synchronizations).
6.3. The Licensor may send reasoned comments on the Report within 10 (ten) business days of receiving it. If no comments are sent within this period, the Licensor is deemed to agree with the Report.
6.4. If the Parties disagree about a Report, they settle the disagreement through negotiations within 15 (fifteen) business days.
7.1. The Agreement is concluded and enters into force when the Licensor submits a release upload application on the ourangels.ru website with the checkbox “I accept the terms of the OUR ANGELS license agreement” ticked (in the Russian version of the form – “Принимаю условия лицензионного договора OUR ANGELS”) (acceptance, clause 3 of Article 438 of the Civil Code of the Russian Federation), and remains in force for the Term. The Agreement is also deemed concluded if the Licensor has confirmed his or her consent to it in correspondence with the Licensee (clause 8.2) and delivered the Objects. Submitting the application or giving such confirmation means accepting all terms of the Agreement in the version published on the website on that date. If the Licensor is under 18, the Agreement is concluded with the written consent of a legal representative, and if the Licensor is under 14 – by the legal representative on his or her behalf (Articles 26 and 28 of the Civil Code of the Russian Federation).
7.2. When the Term expires, the Agreement is automatically extended for the same period unless either Party sends a written notice of non-renewal no later than 30 (thirty) days before the end of the current Term.
7.3. The Agreement may be terminated early by mutual written agreement of the Parties.
7.4. The Licensee may terminate the Agreement unilaterally in the event of a material breach by the Licensor of the warranties in clauses 4.1.1, 4.1.2, 4.1.7 or 4.1.8 by notifying the Licensor 30 (thirty) days in advance. The Licensee may apply the measures provided for in clause 4.1.10 immediately, without waiting for the termination.
7.5. Upon termination of the Agreement on any grounds, the Licensee may complete the use of the Objects under sublicense agreements already concluded until they expire.
8.1. All disputes are resolved through negotiations. If no agreement is reached, disputes are resolved in court at the Licensee’s location in accordance with the laws of the Russian Federation.
8.2. Notices and legally significant messages are sent by e-mail or via a messenger (Telegram, WhatsApp) to the addresses and contacts specified in Section 10. A message is deemed received from the moment it is read or 24 hours after it is sent, whichever occurs first.
8.3. Any amendments and additions to this Agreement are valid only if made in writing (including in electronic form with electronic signatures) and signed by both Parties.
8.4. The Agreement is made in Russian and published on the ourangels.ru website. The written form of the Agreement is complied with (clause 3 of Article 434 of the Civil Code of the Russian Federation): there is no need to sign or exchange paper copies. On request, the Licensee sends the Licensor the text of the version in force on the date of the application.
8.5. If any provision of the Agreement is held invalid, this does not affect the validity of the remaining provisions.
This Agreement covers the Objects specified by the Licensor in the release upload application (title, performer, authors of the music and lyrics, track list) and delivered via the link in the application or in correspondence in accordance with clause 3.5.
Each subsequent application with the checkbox accepting the terms of the Agreement, or a confirmation in correspondence (clause 7.1), adds to the list of Objects without the Agreement having to be executed again.
All Objects are deemed delivered from the date the Licensee receives the corresponding confirmation in accordance with clause 3.5 of the Agreement. No separate acceptance certificate is drawn up.
LICENSEE
Individual Entrepreneur T. S. Ivantsova
“OUR ANGELS” label
INN: 645101160153
OGRNIP: 323645700088697
Bank address: 109044, Russian Federation, Moscow, intra-city territory Yuzhnoportovy municipal district, 3rd Krutitsky Lane, 11, premises 7N
Settlement account: 40802810920000112870
Bank: Tochka Bank LLC
BIC: 044525104
Correspondent account: 30101810745374525104
E-mail: info@ourangels.ru
Telegram: yourangelofficial
LICENSOR
The person who has accepted the terms of the Agreement (clause 7.1).
Full name, stage name, phone number and e-mail – from the release upload application.
The Licensor provides passport details, address, taxpayer number (INN), insurance number (SNILS) and the details for payment of remuneration to the Licensee by e-mail or in a messenger before the first payment (clause 5.3).
By submitting the application, the Licensor confirms the delivery of all Objects from the application (Section 9) in full and without additional conditions. No separate annexes or certificates are required.