TERMS AND CONDITIONS FOR INTELLECTUAL PROPERTY RIGHTS MANAGEMENT
By completing the registration process and clicking "I Accept" (or any equivalent acceptance mechanism), you (hereinafter, the "Mandator") agree to be legally bound by these Terms and Conditions (hereinafter, the "Terms"). If you do not agree to these Terms, do not proceed with the registration or use of DISTROMOTION's services.
These Terms govern the mandate relationship between the Mandator and Distro Motion, S.L., trading as DISTROMOTION, with CIF B27666999 and registered office at Paseo de Gracia, 44, Fl. 2, DR. C, 08007, Barcelona, Spain (hereinafter, "DISTROMOTION"). For any queries regarding these Terms, contact: distromotion@gmail.com
RECITALS
1) The Mandator represents and warrants:
a) To be the sole and original author of the designated work(s) (hereinafter referred to as “Work”).
b) That the Work does not infringe upon any intellectual property rights of third-parties.
c) That the Work is free from any lien, encumbrance, claim, or restriction of any nature.
d) That he/she holds full and unrestricted title, legal capacity, and authority to enter into these Terms and to grant the rights assigned herein.
e) That he/she has not entered into a management agreement with any collective management organization, or, where applicable, has duly withdrawn any such prior authorizations.
2) The Mandator is interested in entrusting the collective management organisation designated (hereinafter referred to as the “CMO”) with the administration of his/her intellectual property rights over the Work, in accordance with the provisions of Spanish Royal Legislative Decree 1/1996, of April 12, approving the Consolidated Text of the Intellectual Property Act (hereinafter referred to as “TRLPI”).
3) The Mandator has an interest in authorizing DISTROMOTION to act as his/her exclusive legal representative before the CMO and other third-parties as well as in entrusting DISTROMOTION with full authority to manage and administer all rights over the Work, including but not limited to negotiations, registration procedures, contract execution, communications, and any other actions necessary or appropriate for the effective exercise of this mandate.
CLAUSES
EXCLUSIVE MANDATE WITH REPRESENTATION
1.1 By means of these Terms, the Mandator confers to DISTROMOTION, with respect to the Work(s) covered by these Terms, an exclusive, revocable, and remunerated mandate with full powers of legal representation to manage, administer, and register before the CMO and any other third-party the following rights with respect to the Work (hereinafter referred to as “Rights”):
a) The right to compensation for private copying provided for in art. 25 TRLPI, including the right to equitable compensation for reproduction for private use on analogue and digital media pursuant to arts. 25, 31.2 and 31 bis TRLPI.
b) The right to equitable remuneration pursuant to arts. 90.2, 90.3 and 90.4 TRLPI, including the rights to equitable remuneration for (i) communication to the public of phonograms commercially published, (ii) broadcasting and public performance of audiovisual works, and (iii) cable retransmission of audiovisual works, as well as any other statutory remuneration right arising under the TRLPI or any future amendment thereof.
c) The right of reproduction of the Work in all its modalities, including: (a) Mechanical Reproduction: fixation of the Work in physical analogue or digital sound, audiovisual or multimedia carriers (CD, vinyl, DVD, Blu-ray and any current or future format); (b) Online Reproduction: reproduction by downloading, conditional downloading, and making available on demand, including reproduction of the Work in the form of video games, virtual or augmented reality (including general and personal avatars), alternative reality environments, interactive multimedia productions and any digital reproduction of authorised lyrics and annotations of the Work; (c) Secondary Reproduction: reproduction of the Work incorporated in sound, audiovisual or multimedia recordings on analogue or digital carriers connected to any broadcasting, telematic or mobile network, whether wired or wireless; and any other form of reproduction whether now known or hereafter devised, pursuant to art. 18 TRLPI.
d) The right of distribution of reproduced copies of the Work to the public by any means including sale, rental, loan, exchange or any other form of transfer of ownership or possession, both for analogue and digital physical carriers, pursuant to art. 19 TRLPI.
e) The right of public communication of the Work in all its modalities pursuant to art. 20 TRLPI, including without limitation: (a) Public Performance Live: representation, recitation and live performance of the Work by any means or procedure before an audience physically present at the venue where the performance takes place; (b) Background Music / Public Performance in Establishments: performance, projection or exhibition of recorded Works in commercial establishments or any other public place (including shopping centres, shops, hotels, restaurants, bars, transport premises and similar); (c) Radio and Television Broadcast: emission of the Work by radio or television (including satellite broadcasting) and retransmission of broadcast signals, whether by wireless, cable or any other wired or wireless means; (d) Digital Transmission / Streaming: transmission and making available of the Work on demand through digital networks enabling the user to listen to or view the Work at a time and place chosen by the user (streaming), with or without the possibility of downloading a reproduction, including transmission through information society services that provide access to a large quantity of musical and/or audiovisual works uploaded or synchronised by their own users (user-generated content platforms, including but not limited to YouTube, TikTok, Instagram, Facebook and equivalent platforms present or future); (e) Live Public Performance on the Internet: live public performance of the Work transmitted in real time via the Internet or equivalent networks; (f) New Media Communication Right and New Media Dubbing Right as defined under applicable law in each territory; (g) Interactive exploitation of the Work in digital productions, multimedia transmissions, analogue or digital, and any communication modality not expressly listed but falling within the scope of art. 20 TRLPI, whether now known or hereafter devised.
f) The right of transformation of the Work through musical arrangements, orchestrations, adaptations, translations into any language, and any other alteration of the Work that constitutes an original work, pursuant to art. 21 TRLPI, provided always that such transformations do not impair the moral rights of the author. Any transformation that involves the creation of a new independent work shall require the prior written consent of the Mandator.
g) The right of exploitation of the lyrics of the Work (Exploitation of Lyrics), including the exclusive right to authorise the reproduction, distribution, public communication and making available of the lyrics in any medium (digital or physical), whether displayed in synchronisation with the musical Work or independently, including on streaming platforms, karaoke services, lyrics aggregators and any other digital service that provides access to lyrics content.
h) The right of synchronisation of the Work in timed relation with moving images (Sync Rights), including the right to authorise and negotiate the incorporation of the Work in the soundtrack of films, television programmes, documentary productions, video games, advertising, promotional videos, Internet content, social media content, interactive formats and any audiovisual production, whether now known or hereafter devised, pursuant to art. 17 TRLPI.
i) A limited, non-exclusive, royalty-free licence to use, reproduce and display the artist name(s), trademarks, service marks, trade names, biographical information and likeness of the Mandator and of any artist whose performances are embodied in the Works, solely for the purpose of performing these Terms and promoting the Works through authorised distribution and collection channels, including registration before the CMO and communications with digital service providers.
j) The Foreign Rights Management Right: the right to appoint and instruct sub-agents, foreign collecting societies, independent management operators and reciprocal representation societies in any territory outside Spain to collect and administer the Rights on behalf of the Mandator.
k) The right to register and manage the Works through digital rights management and content identification systems, including without limitation YouTube Content ID, TikTok Sound, Meta Rights Manager and any equivalent system deployed by digital service providers from time to time (Content ID Rights). Content ID revenues shall be distributed to the Mandator in accordance with the remuneration provisions of Stipulation 3 of these Terms.
l) The dubbing rights of the Work (Dubbing Rights), comprising: (a) the New Media Dubbing Right as defined under applicable law in each territory (already included within the right of public communication set out in clause (e)(f) above); and (b) to the extent applicable, the right to authorise the replacement or substitution of the original vocal or musical track of the Work when incorporated in an audiovisual production, which forms part of the right of transformation pursuant to clause (f) and the Sync Rights pursuant to clause (h) above. This clause is included for the avoidance of doubt and to ensure full transparency as to the scope of the mandate.
m) The neighbouring rights (related rights) of the Mandator as a performing artist pursuant to arts. 105 to 113 TRLPI (Neighbouring Rights), including without limitation: (a) the exclusive right to authorise or prohibit the fixation of live performances; (b) the exclusive right to authorise or prohibit the reproduction of fixations of performances in any medium or format; (c) the exclusive right to authorise or prohibit the distribution of copies of fixated performances, including by sale, rental or any other means of transfer; (d) the exclusive right to authorise or prohibit the making available to the public of fixations of performances on demand through digital networks, so that members of the public may access them from a place and at a time individually chosen by them; (e) the right to equitable remuneration for the communication to the public and broadcasting of commercially published phonograms embodying the Mandator's performances, pursuant to art. 108.5 TRLPI; and (f) any other related right recognised to performing artists under the TRLPI or any future amendment thereof. For the avoidance of doubt, the Neighbouring Rights covered by this clause are distinct from and additional to the author's rights set out in clauses (a) to (k) above and constitute a separate and autonomous object of this mandate.
n) The right to perform, project or exhibit recorded copies of the Work in public spaces (Recorded Performance, Projection or Exhibition Rights), including in commercial establishments, shopping centres, hotels, restaurants, bars, transport premises and any other place open to the public. For the avoidance of doubt, this right is included within the right of public communication set out in clause (e)(b) above (Background Music / Public Performance in Establishments) and is mentioned here expressly to ensure the Mandator is fully aware of the scope of the mandate.
o) The making available right, being the right to make the Work available to the public through digital networks in such a way that members of the public may access it from a place and at a time individually chosen by them (Making Available Right), pursuant to art. 20.2.i TRLPI. For the avoidance of doubt, this right is already included within the right of public communication set out in clause (e)(d) above (Digital Transmission / Streaming) and within the right of reproduction set out in clause (c)(b) above (Online Reproduction), and is expressly mentioned here to ensure full transparency as to the scope of the mandate.
p) The right to manage and collect all of the Rights set out in clauses (a) to (o) above in any territory outside Spain (International Rights). For the avoidance of doubt, International Rights are not a separate category of rights but refer to the territorial scope of the mandate with respect to the rights already described above, and are managed through the Foreign Rights Management Right set out in clause (j) above. The Mandator is hereby informed that DISTROMOTION may appoint sub-agents or foreign collecting societies to exercise International Rights on its behalf in each relevant territory.
q) The International New Media Communication Right, being the right to communicate the Work to the public through new media platforms and digital services in territories outside Spain (International New Media Communication Right). For the avoidance of doubt, this right is already included within the right of public communication set out in clause (e)(f) above and within the International Rights set out in clause (p) above, and is expressly mentioned here to ensure the Mandator is aware that the mandate covers this modality of exploitation in all territories.
r) The International New Media Dubbing Right, being the New Media Dubbing Right as defined under applicable law in each territory outside Spain (International New Media Dubbing Right). For the avoidance of doubt, this right is already included within the right of public communication set out in clause (e)(f) above and within the Dubbing Rights set out in clause (l) above, and is managed internationally through the Foreign Rights Management Right set out in clause (j) above. It is expressly mentioned here to ensure full transparency as to the territorial scope of the mandate.
1.2 The Parties hereby agree that the mandate includes:
a) Submitting the application for affiliation with the CMO on behalf of the Mandator.
b) Negotiating, subscribing, and executing the corresponding management agreement with the CMO pursuant to Articles 156 and 157 of the TRLPI, in order to entrust the CMO, on an exclusive basis and on behalf of the Mandator, with the management and administration of the rights relating to the exploitation of the Work in the territories expressly designated by the Mandator.
c) Receiving, collecting, and managing royalties or payments arising from the exploitation of the Rights described in these Terms, including their subsequent liquidation in accordance with the terms herein (hereinafter referred to “Collected Royalties”). Collected Royalties shall be deposited into a bank account owned by DISTROMOTION. The Mandator acknowledges and accepts that Collected Royalties shall be calculated and settled according to the tariff structures and distribution rules established by the CMO or the other third-parties involved and known to the Mandator. Following receipt and deduction of the amounts referred to in Section 3 (Consideration), DISTROMOTION shall transfer to the Mandator the corresponding net amount, in accordance with the beneficiary data provided.
d) Performing any administrative, legal, or operational actions required to monitor, enforce, or revoke the management agreement and to ensure proper exercise of the Mandator’s rights before the CMO or other third-parties.
1.3 By this designation of DISTROMOTION as mandatary, the Mandator expressly revokes all prior proxy designations that may have been made in relation to the object of these Terms.
1.4 The Parties hereby agree and acknowledge that DISTROMOTION shall act solely as mandatary and not as a Collective Management Organization within the meaning of the TRLPI.
1.5 The Mandator acknowledges that the proper fulfilment of this mandate depends on his/her active cooperation, particularly in relation to the timely provision of accurate information, the completion and delivery of documentation and forms where required, and compliance with any requirements established by DISTROMOTION or the CMO.
2. Duration, Termination and Extensions:
These Terms shall enter into force upon the Mandator's subscription to DISTROMOTION's Services and shall remain in effect for an initial period of three (3) years (hereinafter, the “Mandatory Initial Term”).
Upon expiration of the Mandatory Initial Term or any subsequent renewal term, these Terms shall be automatically renewed for successive 3-year periods, unless either Party provides written notice of termination at least six (6) months before the expiration of these Terms (hereinafter, the “Early Termination Notice Period”).
In case of Early termination of these Terms with no just cause, the Mandator shall compensate DISTROMOTION with an early termination indemnity equivalent to fifty percent (50%) of the Consideration.
This compensation is intended to cover administrative costs, investments made, and projected losses reasonably expected due to early termination. Such amount shall not substitute or exclude DISTROMOTION’s right to claim additional damages or losses suffered, should the early termination cause demonstrable harm exceeding said compensation.
3. Consideration
3.1 In consideration of the services provided by DISTROMOTION under these Terms, DISTROMOTION shall be entitled to receive a management fee equivalent to twenty per cent (20%) of the Collected Royalties effectively received, deducted at source prior to remittance to the Mandator. No upfront fixed fee shall be payable by the Mandator. DISTROMOTION shall bear all ordinary administrative costs of the mandate.Notwithstanding the foregoing, in the event of Early Termination of these Terms at a time when the Mandator's Collected Royalties have increased by thirty percent (30%) or more during the twelve (12) months preceding the termination request (hereinafter, a "High-Growth Event"), DISTROMOTION shall be entitled to receive, in addition to any early termination indemnity payable under clause 2, a one-time payment equivalent to the same percentage as the management fee set forth in this clause 3.1 applied to a projected royalty base (hereinafter, the "Growth Protection Fee"). The projected royalty base shall be calculated by multiplying the average monthly Collected Royalties recorded during the twelve (12) months immediately preceding the termination request by twenty-four (24) months. The Growth Protection Fee shall be payable by the Mandator within thirty (30) calendar days prior of the effective date of termination.
3.2 DISTROMOTION reserves the right to apply and deduct up to an additional thirty per cent (30%) of the monies obtained for administrative fees and other related expenses, including but not limited to the management and maintenance of the files of the Mandator within the DISTROMOTION’s websites. Such deductions shall be made in accordance with the terms outlined in this Agreement and the Mandator acknowledge and agrees to such deduction by subscribing to this Agreement.
3.3 Amounts shall be subject to taxes, withholdings, banking or also payment systems fees and third-party costs.
3.4 The Mandator expressly acknowledges that these Terms are entered into in the context of a professional music rights management relationship and that the proper execution of the mandate may require DISTROMOTION to incur certain extraordinary out-of-pocket expenses on the Mandator's behalf. Such expenses may include, without limitation: (i) CMO membership, registration and affiliation fees; (ii) copyright registration and deposit fees with national or international registries; (iii) legal or notarial fees specifically required for the enforcement of the Rights in a particular territory; (iv) costs of third-party content identification or digital rights management services not covered by the management fee; and (v) travel or representation expenses expressly pre-authorised by the Mandator in writing. Ordinary management costs — including general administrative overhead, internal staff costs and routine communications — are included in the management fee and shall not be separately charged to the Mandator under any circumstance. Extraordinary expenses falling within the categories above shall only be chargeable to the Mandator if (a) DISTROMOTION has provided the Mandator with a written estimate prior to incurring the expense, (b) the Mandator has provided written approval, and (c) DISTROMOTION submits documented evidence of the actual cost incurred. Reimbursement shall be made within thirty (30) calendar days of presentation of such documentation. The total amount of extraordinary expenses chargeable to the Mandator under this clause in any given calendar year shall not exceed three thousand euros (€3,000), unless otherwise agreed in writing by both Parties.
3.5 From time to time, DISTROMOTION may offer the Mandator additional optional services beyond the scope of the standard mandate described in Stipulation 1 (hereinafter, "Additional Services"). Additional Services may include, without limitation: (i) active pitching of the Works for synchronisation opportunities in audiovisual productions, advertising or interactive media; (ii) promotional campaigns for the Works on digital platforms or social media; (iii) registration of the Works with collecting management organisations in territories not covered by the standard mandate; and (iv) any other value-added service expressly agreed between the Parties in writing. The fees applicable to each Additional Service shall be set out in a separate written order form or service addendum (hereinafter, the "Additional Services Order") signed or electronically accepted by the Mandator prior to the commencement of the relevant service. No Additional Service fee shall be deducted from Collected Royalties without the Mandator's prior written acceptance of the corresponding Additional Services Order specifying: (a) a precise description of the service to be provided; (b) the applicable fee, expressed as a fixed amount or a specific percentage of the revenues directly generated by such service, not to exceed fifteen per cent (15%) of such revenues; (c) the duration of the service; and (d) the conditions under which the service may be terminated by either Party. Additional Services are strictly optional and the Mandator's decision not to contract any Additional Service shall not affect the standard mandate or DISTROMOTION's obligations under these Terms. DISTROMOTION may discontinue the offering of any Additional Service upon thirty (30) calendar days' prior written notice to the Mandator, provided that any Additional Services Order already in force at the time of such notice shall remain in effect until its natural expiry or until the Mandator elects to terminate it. All Additional Services, once contracted, shall be subject to the terms of these Terms and the applicable Additional Services Order.
3.6 The Mandator expressly authorizes DISTROMOTION to deduct, from the Collected Royalties, any outstanding Consideration or Management Costs and Expenses due under these Terms, which shall be considered valid and effective payment.
3.7 DISTROMOTION shall be entitled to suspend or withhold the remittance of Collected Royalties to the Mandator, in any of the following circumstances:
(a) Ownership or authorship disputes: where a bona fide claim or legal proceeding has been initiated by a third party challenging the Mandator's title to the Works or rights therein, for the duration of such dispute and until the claim has been formally withdrawn.
(b) Third-party intellectual property claims: where a third party has filed a formal complaint, takedown notice or legal action claiming rights over the Works or any part thereof.
(c) Tax withholding or banking impediments: where applicable law requires DISTROMOTION to withhold all or part of the payment for tax purposes, or where a banking or payment-system incident makes remittance technically impossible, for the period strictly necessary to comply with the applicable tax obligation or to resolve the technical impediment or incidents.
(d) Minimum payout threshold: where the amount of Collected Royalties available for remittance to the Mandator does not reach the minimum threshold established by DISTROMOTION (the "Minimum Payout Threshold"). Amounts below the Minimum Payout Threshold shall be accumulated and remitted in the immediately following settlement period in which the cumulative amount equals or exceeds the Minimum Payout Threshold.
(e) Material breach by the Mandator: where the Mandator is in material breach of a specific obligation under these Terms that directly affects DISTROMOTION's ability to perform the mandate.
4. Obligations of DISTROMOTION
DISTROMOTION undertakes the following obligations:
a) To duly execute the mandate in strict accordance with the provisions of section 1 of these Terms.
b) To transfer to the Mandator the Collected Royalties in accordance with section 1.2(c), after deducting any applicable Consideration and Management Costs and Expenses.
c) To coordinate with the CMO all matters relating to the negotiation, execution, and enforcement of the Management Contract on behalf of the Mandator.
d) To keep the Mandator reasonably informed of any material developments relating to the execution of the present mandate and the ongoing relationship with the CMO or other third-parties.
5. Obligations of the MANDATOR:
The Mandator undertakes the following obligations:
a) To pay, in a timely and effective manner, the Consideration, the Management Costs and Expenses as set forth in section 3 of these Terms, as well as the Modification fee or other fees subject to the Services when required.
b) To provide DISTROMOTION with all information that it and/or the CMO or other third-parties may request in relation to the Work, as necessary to ensure proper administration of the Rights.
c) To respond diligently to all communications from DISTROMOTION and/or the CMO or other third-parties within a maximum period of three (3) business days.
d) To warrant to DISTROMOTION the authorship and originality of the Work, as well as the peaceful exercise of all Rights granted under these Terms.
e) To indemnify DISTROMOTION for direct, documented damages arising solely from the Mandator's proven willful misrepresentation of authorship or ownership of the Work. The maximum aggregate liability of the Mandator under this clause shall be determined as follows: (i) as a general rule, up to an amount equal to the Collected Royalties received by the Mandator in the twelve (12) months immediately preceding the date on which the relevant claim is submitted (hereinafter, the "Base Indemnity Cap"); and (ii) where, at the time the relevant claim is submitted, a High-Growth Event as defined in clause 3.1 is ongoing or has occurred within the preceding twelve (12) months, the maximum aggregate liability shall be increased to an amount equal to the Base Indemnity Cap plus the projected royalty base calculated in accordance with clause 3.1 (i.e., the average monthly Collected Royalties of the preceding twelve (12) months multiplied by twenty-four (24) months) (hereinafter, the "Enhanced Indemnity Cap"). In all cases, indemnification under this clause shall be limited to direct, documented and proven losses suffered by DISTROMOTION as a direct consequence of the Mandator's willful misrepresentation, and shall exclude indirect, consequential or speculative losses.
f) To reimburse DISTROMOTION and/or the CMO for any such amounts arising from the above, authorizing DISTROMOTION to deduct such amounts from the Collected Royalties, which shall be considered valid and effective payment.
6. Liability
6.1 Each Party shall be liable for any breach of its obligations under these Terms, including acts or omissions carried out with willful misconduct or negligence, in accordance with the applicable law. DISTROMOTION's liability, whether contractual or tortious, shall be limited exclusively to direct damages effectively and demonstrably suffered by the Mandator, arising from acts or omissions of DISTROMOTION that constitute willful misconduct or gross negligence in the performance of its obligations under these Terms. Under no circumstances shall DISTROMOTION be liable for consequential damages, loss of profit, or indirect harm of any kind.
6.2 In any case, DISTROMOTION's total liability shall not exceed fifty percent (50%) of the total amount of Consideration actually paid by the Mandator during the twelve (12) months preceding the event giving rise to the damage, expressly excluding any setup costs, ancillary charges, or extraordinary expenses.
6.3 DISTROMOTION shall not be held liable for delays, improper performance, or non-performance of the services under these Terms due to force majeure or other causes beyond its reasonable control. DISTROMOTION shall not be held liable for any falsehood, inaccuracy, omission, or error in the information, declarations, documentation, or materials provided by the Mandator in connection with the execution of these Terms or the registration and management of the Work(s).The Mandator shall assume full responsibility for the truthfulness, accuracy, and completeness of all such information and shall hold DISTROMOTION harmless from any third-party claims, damages, or administrative actions arising therefrom.
6.4 DISTROMOTION shall not be liable for the performance, compliance, or omissions of the CMO under the Management Agreement, regardless of the nature or origin of the obligation or the event.
7. Legitimation and defense of rights:
7.1 DISTROMOTION is hereby empowered to initiate, either directly or through duly appointed proxies, any judicial or administrative proceedings necessary to defend the rights of the Mandator over the Work, including those arising under these Terms. Such actions shall be brought before the competent courts and authorities in the city of Barcelona, Spain. DISTROMOTION shall bear all legal, court, solicitor and attorney costs incurred in judicial or administrative proceedings initiated at its discretion to defend the Mandator's rights. Any decision to initiate such proceedings shall require the prior written approval of the Mandator. DISTROMOTION shall not initiate proceedings without such consent.
7.2 Any net indemnities or compensation obtained as a result of the proceedings described in the preceding clause, after deduction of the corresponding costs and expenses, shall accrue entirely to the Mandator, net of DISTROMOTION's documented out-of-pocket legal costs approved by the Mandator.
7.3 The Mandator undertakes to grant DISTROMOTION, or any person it designates, sufficient powers of attorney as may be required to initiate and pursue such proceedings effectively.
8. Termination
8.1. Termination by the Mandator. The Mandator may terminate these Terms at any time without cause upon written notice served to DISTROMOTION by registered mail with acknowledgment of receipt no less than six (6) months prior to the intended termination date (the "Mandator's Termination Notice"). During the notice period, all rights and obligations under these Terms shall remain in full force and effect. Early termination by the Mandator without observing the six-month notice period shall constitute a termination without just cause and shall give rise to the payment of the early termination indemnity set out in clause 2 of these Terms.
8.2. Termination by DISTROMOTION for Cause. Notwithstanding the foregoing, DISTROMOTION shall be entitled to terminate these Terms immediately, without prior notice or notice period, upon written notification to the Mandator, in any of the following circumstances:
(a) Material breach by the Mandator of any of its obligations under these Terms;
(b) Fraud, wilful misrepresentation or material omission by the Mandator in connection with the execution of these Terms or the information provided to DISTROMOTION;
(c) Unlawful use of DISTROMOTION's platform or services, including any use that violates applicable law or regulation;
(d) Submission of false, inaccurate or misleading information by the Mandator regarding the Works, the Mandator's ownership thereof, or any data required for the performance of the mandate;
(e) Infringement of third-party intellectual property rights in connection with the Works, where such infringement has been established by a final judicial or administrative decision or admitted by the Mandator; or
(f) Any circumstance in which the continued performance of these Terms would expose DISTROMOTION to monetary losses, or to a material legal, regulatory or reputational risk.
8.3. Upon termination: (i) DISTROMOTION shall immediately cease collecting new royalties on behalf of the Mandator; (ii) any Collected Royalties received by DISTROMOTION after the termination date that correspond to exploitation of the Works prior to such date shall be remitted to the Mandator net of the applicable management fee and any outstanding amounts due to DISTROMOTION, within one-hundred twenty (120) calendar days of receipt; and (iii) DISTROMOTION shall provide the Mandator with a final accounting statement. The confidentiality obligations and any indemnification obligations arising from acts or omissions prior to termination shall survive the termination of these Terms.
9. Modification
9.1 DISTROMOTION reserves the right to update or modify these Terms and Conditions at any time and at its sole discretion. Any such changes will be effective upon notification to the Mandator by email to the address registered in the Mandator's account. If the Mandator does not object in writing within thirty (30) calendar days of the notification date, the updated Terms shall be deemed accepted. The Mandator's continued use of DISTROMOTION's services following that period shall in any case constitute acceptance of the updated Terms. If the Mandator objects within the said thirty (30) day period and does not agree to the updated Terms, the Mandator may terminate these Terms in accordance with clause 2. Notwithstanding the foregoing, the Mandator may request modifications to Annex A, including changes to the designated CMO, the list of Work(s), or the rights entrusted to DISTROMOTION. Any such modification shall be subject to DISTROMOTION's administrative verification and formal acceptance.
9.2 To cover the associated administrative, legal, and technical efforts, no modification fee shall be charged for standard amendments to the list of Works. DISTROMOTION may charge a fee not exceeding EUR 50 per modification request where the modification requires extraordinary external legal or notarial costs, subject to prior written agreement with the Mandator and provision of documentary evidence of such costs.
10. Confidentiality
Both parties must treat confidentially any information and documents, in any form (i.e. paper or electronic), disclosed in writing or orally in relation to the performance of the Services. DISTROMOTION is entitled to disclose these Terms or other Confidential Information if this disclosure is necessary to execute the mandate, fulfill authority requirements or legal provisions. The term of the confidentiality is the duration of these Terms and until to six months following to its termination for any cause.
11. Protection of personal data
11.1 In accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data ("GDPR") and Organic Act 3/2018 of 5 December on the Protection of Personal Data and the guarantee of digital rights ("LOPDGDD"), the Mandator is hereby informed that Distro Motion, S.L. (trading as DISTROMOTION) acts as data controller in respect of the personal data provided by the Mandator in connection with the execution and performance of these Terms.
11.2 The personal data collected will be processed for the following purposes: (i) management and administration of the mandate relationship; (ii) registration and administration of the Mandator's rights before the CMO and other third parties; (iii) collection and settlement of royalties; (iv) compliance with legal and regulatory obligations; and (v) sending service-related communications. The legal basis for processing is the performance of these Terms (Art. 6.1.b GDPR), compliance with legal obligations (Art. 6.1.c GDPR), and, where applicable, the legitimate interests of DISTROMOTION in the proper management of the rights entrusted to it (Art. 6.1.f GDPR).
11.3 Personal data will be retained for the duration of these Terms and for the periods required by applicable law following termination. DISTROMOTION may communicate personal data to the designated CMO, sub-agents, and other third parties strictly necessary for the performance of the mandate, who shall act as independent data controllers or, where applicable, as data processors subject to a data processing agreement. DISTROMOTION shall not transfer personal data outside the European Economic Area without the appropriate safeguards required under Chapter V of the GDPR.
11.4 The Mandator may exercise, at any time and free of charge, the rights of access, rectification, erasure, restriction of processing, data portability, and objection, as well as the right not to be subject to automated individual decision-making, by sending a written request to DISTROMOTION at the address stated in the preamble of these Terms or at distromotion@gmail.com. The Mandator also has the right to lodge a complaint with the Spanish Data Protection Agency (Agencia Española de Protección de Datos, www.aepd.es) if he/she considers that the processing does not comply with applicable data protection law.
12. Governing law
These Terms shall be governed by and construed in accordance with the laws of Spain. Therefore, in matters not provided for in these Terms, the provisions of TRLPI and the provision of the Civil Code regarding the mandate (arts. 1709 a 1739), will be followed.
13. Dispute Resolution
Any disputes arising out of these Terms shall be resolved through the exclusive jurisdiction of the Courts of Barcelona (Spain).
14. Notice
All notices under these Terms shall be in writing and shall be deemed given when delivered to the addresses of the parties set forth at the beginning of these Terms or to such other address as either party may designate by notice to the other party.
15. Entry into force:
These Terms shall come into full force and effect upon the Mandator's subscription to DISTROMOTION's Services which occurs at the moment the Mandator completes the registration process and clicks "I Accept" (or any equivalent acceptance mechanism) as described in the preamble of these Terms.