Party A: Axiox Media Technology Limited
(安溯媒体技术有限公司)
Authorised Representative: WONG KWAN CHI
Contact Details: +852-5420-8600
Party B: ________________________
ID/Business Registration Number: _________________
Address: ________________________________
Contact Details: _____________________________
Clause 1: Basis of Agreement
1.1 This Agreement shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region.
1.2 Party A is a Hong Kong-registered music distribution service provider and holds relevant qualifications under the Hong Kong Copyright Ordinance (Cap. 528).
1.3 Party B confirms that they have fully understood the contents of the "Terms of Service Explanation Document".
Clause 2: Scope of Services
2.1 Obligations of Party A
- Party A shall provide Party B with music production and global digital distribution services (covering 40+ platforms, including Spotify/Apple Music).
- Royalties files shall be prepared and delivered within 96 hours upon receipt of payment from Party B.
- An English royalty settlement report shall be provided by the 15th of each month.
- Party A shall ensure that the works do not infringe on third-party intellectual property rights and provide a complete chain of authorisation in the event of sampling.
2.2 Obligations of Party B
- Party B shall engage high-traffic streamers and MCN agencies for promotion.
- Party B shall submit valid bank account details within five working days of signing the contract.
- If promoting works through non-authorised platforms, Party B must give 48 hours written notice.
Clause 3: Financial Terms
3.1 Service Fees
- Party B shall pay an annual service fee of 2,000 HKD.
- A late payment fee of 0.1% per day on the outstanding amount will be charged for payments overdue by more than 15 days.
3.2 Revenue Distribution
- Party B shall receive 30% of the after-tax net revenue (calculated as: platform received amount minus distribution costs minus withholding taxes) × 30%.
- Settlement cycle: Payment for the previous month's revenue shall be made on the 10th working day of the following month (extended if it coincides with a public holiday).
3.3 Taxation
- Party A shall withhold and pay any Hong Kong profits tax and other statutory taxes on behalf of Party B.
- SWIFT fees arising from cross-border payments shall be borne by Party B.
Clause 4: Intellectual Property
4.1 During the term of the Agreement, all copyrights (including neighbouring rights and derivative rights) of the works belong exclusively to Party A.
4.2 Party B is granted a non-exclusive right to use the works solely for personal brand promotion (excluding commercial authorisation).
4.3 Upon detecting third-party infringement, Party B must submit an infringement evidence package to Party A within 24 hours.
Clause 5: Limitation of Liability
5.1 Party A shall not be liable for losses resulting from:
- Party B providing false copyright statements;
- Use of non-authorised accounts without prior notification;
- Data platform failures caused by force majeure events.
5.2 The maximum compensation for unilateral breach shall not exceed 300% of the annual service fee.
Clause 6: Term of Agreement
6.1 Initial Term: 12 months from the date of signing.
6.2 Automatic Renewal: Each renewal period shall last 12 months, with either party able to terminate the agreement in writing 30 days prior to the end of the current term.
Clause 7: Termination Terms
7.1 Party A may immediately terminate the Agreement shall the following occur:
- Major copyright disputes arise from Party B's works;
- Revenue distribution is negative for two consecutive quarters;
- Breaches related to the Hong Kong Prevention of Bribery Ordinance.
7.2 Artificial Traffic Manipulation:
Should Party B utilize artificial intelligence technologies, automated bots, or any fraudulent streaming methods to inflate playback metrics, Party A reserves the right to:
- Immediately cease all royalty payments attributable to the artificially inflated content;
- Terminate this Agreement with immediate effect;
- Pursue legal recourse to recover financial losses incurred due to such actions, including but not limited to platform penalties, reputational damages, and investigative costs.
This clause applies retroactively upon discovery of fraudulent activity, irrespective of the date of occurrence.
Clause 8: Dispute Resolution
8.1 Priority shall be given to mediation through the Hong Kong International Arbitration Centre (HKIAC).
8.2 If mediation fails, disputes shall be submitted to the courts of the Hong Kong Special Administrative Region for litigation.
Clause 9: Special Provisions
9.1 Data Sovereignty: All user data shall be stored on Hong Kong AWS servers.
9.2 Compliance Requirements: Party B shall cooperate in completing the "Anti-Money Laundering Questionnaire".
9.3 Version Validity: Electronic signature versions have the same legal effect as paper versions.