Terms of Service
Agreement
This agreement (“Agreement”) is between you and Hankad Limited (“Hankad,” “us,” “our,” or “we”) and governs anyone (“Client” or “you”) who uses, joins, signs up, visits, purchases from, subscribes to, secures licenses through, or otherwise interacts with the Hankad website located at hankad.io (“Site”) and any of its subdomains. This Agreement also covers your use of all applications, products, platform/technical integrations, subscriptions, application programming interfaces, graphics, audio, video, images, and any other content displayed on or accessed through Hankad, whether via the website or a third-party platform (each, a “Service,” and collectively, the “Services”).
Background
Hankad Limited (“Hankad”) is a music services company providing digital distribution and related services. Hankad delivers content from Clients (artists, record labels, distributors, etc.) to Digital Service Providers (“DSPs”) worldwide, which specialize in reselling or displaying recordings through streaming, recording, and mobile platforms.
Pursuant to this Agreement, Client has selected Hankad to exclusively distribute content consisting of Client-owned sound and/or video recordings to DSPs. The Parties have also entered into a Terms Summary, incorporated herein by reference and displayed on the last page of this Agreement. This Agreement, including the incorporated Terms Summary, constitutes the entire agreement between the Parties (collectively, the “Agreement”).
Distribution by Hankad
(a) Exclusivity
Client agrees that, unless otherwise specified in the Terms Summary, this Agreement is exclusive during the Term and throughout the Territory for the distribution of Client content via all digital and electronic distribution means and media (whether now known or existing in the future).
Client grants Hankad the exclusive right to:
Create digital/electronic copies and compilations.
Distribute, sell, stream, publicly perform, sublicense, and exploit Client content via electronic, digital, and mobile platforms during the Term.
Client shall not, during the Term:
License or attempt to license Client content to DSPs without Hankad’s prior written approval.
Directly contact, solicit, or engage in business with DSPs.
All pre-existing relationships with DSPs related to Client content must be disclosed to Hankad upon entering this Agreement.
(b) DSPs
Hankad agrees to distribute and license Client content to DSPs that sell, distribute, transmit, stream, perform, or otherwise exploit sound and/or audiovisual recordings. Hankad shall:
Solicit and service DSPs.
Secure encoding in required formats.
Process delivery to DSPs.
Collect income from DSPs for repayment to Client (subject to this Agreement).
Hankad does not guarantee placement on any specific DSP.
(c) Territory
The Territory is worldwide (“Universe”).
(d) Publishing
Client assigns to Hankad all ownership rights, title, and interest in Client content, including music compositions, lyrics, and related intellectual property. Hankad retains exclusive publishing rights unless otherwise agreed in writing.
Client acknowledges that music publishing royalties may be paid directly to songwriters by Performing Rights Organizations (“PROs”) (e.g., MCSK, KAMP, PRISK, ASCAP, BMI, SESAC), provided songwriters comply with PRO requirements. Hankad is not responsible for PRO non-compliance or royalty delays.
(e) Publishing Administration
Hankad provides publishing services automatically unless Client notifies Hankad in writing of working with another publisher.
(f) Synchronization Licensing
If synchronization licensing is desired, Parties may enter a separate agreement.
(g) Neighboring Rights Collection
If neighboring rights collection is desired, Parties may enter a separate agreement.
(h) Marketing
Marketing Tools (e.g., DSP placements, promotions) are not guaranteed. Hankad will use reasonable efforts to promote Client content. Client must supply promotional materials, and Hankad may create additional marketing tools.
Client Content
(a) Definition
All sound recordings, video recordings (short/long-form), artwork, and metadata delivered to Hankad during the Term.
(b) Delivery
Client must deliver content via Hankad’s online Management System (“hankad.io”) upon Agreement execution.
Content must meet Hankad’s specifications and include copyright notices.
Hankad confirms delivery in writing.
(c) Modifications by DSPs
DSPs may modify content (e.g., genre, artist name) at their discretion. Hankad distributes content “as is.”
(d) Storage
Client is solely responsible for content backup. Hankad may store files for distribution but is not obligated to retain content post-Term.
(e) Updates
Client must ensure content is final before submission. Change requests must be submitted via hankad.io. Hankad cannot guarantee DSP compliance.
(f) Takedowns
Takedown fee: €30 per release (if due to infringement).
Client must reimburse Hankad for legal fees/damages related to Claims.
(g) DSP Specifications
Hankad will assist in meeting DSP requirements but cannot guarantee approval.
Term
Initial Term: 5 years from Effective Date, auto-renewing for successive 5-year periods unless terminated with 90 days’ notice.
Termination Notice must be sent via Hankad’s contact page or as per Section 17.
Fees, Royalties, and Accounting
(a) Royalty Details
80% of received royalties paid to Client (after deductions).
Threshold: €50 required for payment.
Fees: €0.75 (ISRC), €1 (UPC).
(b) Royalties
Calculated by DSPs, subject to exchange rates.
Mechanical royalties may be paid directly to publishers or via Hankad.
Real-time streaming data is an estimate, not a guarantee.
(c) Monthly Accounting
Statements available electronically.
Payment issued within 30 business days of invoice.
15.82% withholding tax applies.
Audit
Client may audit Hankad’s records within 6 months of Statement issuance, subject to conditions.
Third-Party Obligations
Client is solely responsible for payments to affiliated artists, producers, and third-party licenses.
Intellectual Property Ownership
Client warrants ownership/control of all delivered content and grants Hankad a license for distribution/promotion.
Termination and Breach
Hankad may terminate for breach, misconduct, or exclusivity violations.
Client has 20 days to cure exclusivity breaches.
Illegal streaming manipulation (e.g., bots) results in withheld payments.
Indemnification
Client indemnifies Hankad against third-party claims related to content infringement.
Confidentiality
Client must protect Hankad’s Confidential Information unless disclosure is legally required.
Governing Law
This Agreement is governed by Kenyan law.
Terms Summary
Royalties: 80% of received royalties (after deductions).
Threshold: €50 required for payment.
Term: 5 years, auto-renewing.
Tax: 15.82% withholding tax.
Exclusivity: Worldwide, for all Client content.
Territory: Worldwide