CRBT Distribution Agreement

1. The Agreement

This CallerTunes CRBT Distribution Agreement (“Agreement”) is made between NovaClarius Limited (“NovaClarius”) and the Artist, Creator, Rights Holder, Label or other authorised person identified in the Commercial Schedule (“Content Owner”).

The parties agree that NovaClarius will prepare, distribute, administer and commercialise the approved content listed in the Content Schedule as Caller Ring Back Tunes (“CRBT”) through supported mobile network operators and CRBT platforms within the Territory.

2. What is being licensed?

The Content Owner grants NovaClarius the rights necessary to use the approved content for CRBT distribution during the Term and within the Territory.

The Content Owner chooses the licence type in the Commercial Schedule:

• Exclusive - NovaClarius receives the agreed exclusive CRBT rights within the stated scope; or
• Non-exclusive - the Content Owner may grant similar CRBT rights to other parties.

An exclusive CRBT licence does not transfer ownership of the copyright or other intellectual property in the content to NovaClarius.

3. Territory

The Territory is Nigeria and the African continent. Actual availability will depend on the Operators and platforms operating in each country, their technical requirements, commercial arrangements, regulatory requirements and approval processes.

Use of the content outside Africa requires the parties’ written agreement or an amendment to this Agreement.

4. Term

The Agreement runs for five (5) years from the Agreement Start Date stated in the Commercial Schedule and ends on the Agreement End Date stated there, unless terminated earlier in accordance with this Agreement.

5. What NovaClarius will do

• Prepare content for CRBT deployment, including an appropriate 30–45 second version where required.
• Prepare required metadata and arrange or assist with applicable ISRC requirements.
• Submit content to relevant Operators and manage the onboarding process.
• Arrange or facilitate CRBT tune codes and activation information.
• Administer applicable reporting and revenue processes.
• Provide reasonable support relating to the distributed content.

Operator approval is outside NovaClarius’s control. NovaClarius does not guarantee that every submitted item will be approved or deployed by an Operator.

6. Rights, ownership and authorisation

The Content Owner confirms that they own the relevant rights or are legally authorised to grant the rights provided under this Agreement.

Where applicable, the Content Owner must provide evidence of ownership or distribution authority, signed rights documentation, valid identification, co-owner/contributor/label/publisher authorisations, permissions for covers, samples, remixes or collaborations, and any other documentation reasonably required by NovaClarius or an Operator.

Video Authorisation: where requested, the Content Owner shall provide a short video authorisation confirming their identity, ownership or authority over the content and their authorisation for NovaClarius to distribute the content as CRBT. The video may be retained as part of NovaClarius’s rights-verification records.

7. Copyright and intellectual property

Copyright and other intellectual property ownership remain with the Content Owner or the relevant rights holders. NovaClarius receives only the rights expressly granted under this Agreement.

8. Revenue share

The parties may agree a different revenue-share percentage, fixed payment, minimum guarantee or other commercial model. Any alternative arrangement must be stated in the Commercial Schedule.

“Net Revenue” means revenue actually received by NovaClarius from an Operator and attributable to the licensed content, after the deductions expressly identified and agreed in the applicable Commercial Schedule.

9. Payment and reporting

• Normal payment cycle: quarterly.
• Monthly payment or reporting may be requested where operationally practicable.
• Minimum payout threshold: ₦10,000.
• Amounts below the threshold may be carried forward until the threshold is reached.
• Reasonable revenue information may be requested, subject to Operator and distribution data availability.

10. Deployment failure and refund

Where a deployment/setup fee has been paid and NovaClarius is unable to deploy the content because of a qualifying rights issue not caused by the Content Owner, Operator rejection, a technical/deployment circumstance, or another qualifying circumstance recognised by NovaClarius, the applicable deployment/setup fee will be refunded in full, subject to the applicable package and Commercial Schedule.

11. Marketing

During the Term, the Content Owner permits NovaClarius to use the Content Owner’s name, stage/brand name, approved photograph or artwork, content title and reasonable approved excerpts solely to promote the Content Owner’s participation in CallerTunes and the availability of the licensed content as CRBT.

12. Removal and termination

The Content Owner may request removal of licensed content. NovaClarius will process the request subject to Operator procedures, technical timelines, outstanding obligations and applicable law.

NovaClarius may suspend or remove content where reasonably necessary because of an infringement claim, rights dispute, Operator requirement, regulatory or legal requirement, suspected fraud or misrepresentation, or material breach.

Either party may terminate for material breach that is not remedied within a reasonable period following written notice. The parties may also terminate by mutual written agreement.

13. Indemnity

The Content Owner shall indemnify NovaClarius against third-party claims arising from a breach of the Content Owner’s warranties concerning ownership, authority or rights in the licensed content. NovaClarius shall be responsible for claims arising directly from its unauthorised use of the licensed content outside the rights granted under this Agreement.

14. Data protection, security and retention

NovaClarius takes the privacy and security of the Content Owner’s personal information seriously. Personal information provided in connection with this Agreement will be handled only for legitimate business, contractual, legal, regulatory and operational purposes connected with the CallerTunes service and the relationship between the parties.

This may include names, stage names, contact details, identification information, payment details, signed agreements, rights documentation and, where requested, video authorisation.

NovaClarius will apply appropriate technical and organisational safeguards designed to protect personal information against unauthorised or unlawful access, use, disclosure, alteration, loss, destruction or other forms of compromise. Access will be limited to authorised persons and service providers who reasonably need it.

Where third-party service providers, Operators, technology providers, professional advisers or other parties are used, information will be shared only to the extent reasonably necessary and subject to applicable confidentiality and data-protection obligations.

NovaClarius will take reasonable steps to identify, investigate and respond to suspected data-security incidents and will handle any legally reportable breach in accordance with applicable requirements.

Personal information will be retained only for as long as reasonably necessary for the purpose for which it was collected, including administration of this Agreement, rights verification, accounting, payment, audit, dispute resolution, fraud prevention and legal or regulatory compliance. When no longer required, information will be securely deleted or irreversibly de-identified, subject to lawful retention requirements.

The Content Owner may request information about personal data held by NovaClarius and may exercise applicable data-subject rights under Nigerian data-protection law, subject to lawful exceptions and verification requirements.

15. Confidentiality

Each party shall keep confidential non-public commercial, financial, technical and business information received from the other party in connection with this Agreement, except where disclosure is required by law, a regulator or Operator, professional advisers, or is necessary to enforce the Agreement.

16. Independent relationship

The parties are independent contracting parties. Nothing in this Agreement creates a partnership, joint venture, employment relationship or general agency relationship between the parties.

17. Dispute resolution and governing law

The parties shall first attempt in good faith to resolve any dispute through discussion and negotiation. If the dispute cannot be resolved amicably, it shall be referred to arbitration in Nigeria in accordance with applicable Nigerian law. This Agreement is governed by the laws of the Federal Republic of Nigeria.

18. Notices

Formal notices under this Agreement shall be made in writing and delivered by email, courier, personal delivery or another agreed written method to the contact details contained in the Commercial Schedule.

19. Entire agreement and amendments

This Agreement, together with its Content Schedule and Commercial Schedule, constitutes the agreement between the parties concerning the licensed content. Any amendment must be made in writing and accepted by both parties. Where a Commercial Schedule contains a specific commercial term that differs from the standard commercial terms in this Agreement, the Commercial Schedule prevails only for that specific matter.

Commercial Schedule - summary