Terms & Conditions of Service and Catalog Administration Agreement
These binding Terms and Conditions govern all catalog submissions, audio master distribution onboarding, DDEX metadata delivery, digital service provider (DSP) ingestion, sync representation, mechanical licensing recovery, and publishing administration executed through Future Octave Records, LLC.
1. Binding Agreement & Corporate Identity
These Terms and Conditions of Service (this "Agreement") constitute a legally binding contract entered into by and between you—whether acting individually, as a recording artist, composer, producer, songwriter, band member, or as an authorized corporate representative of an independent record label or music production company (collectively, "Client", "You", or "Your")—and Future Octave Records, LLC, a California limited liability company registered under California Entity Number 202461716857, whose principal executive office is located at 1230 East A Street, Oakdale, California 95361 (the "Company", "Future Octave", "We", "Us", or "Our").
By accessing or utilizing our digital portal at www.futureoctaverecords.biz, transmitting audio master recordings (WAV, FLAC, AIFF), delivering catalog split sheets, submitting lyric/composition metadata, communicating with our administration desk via futureoctaverecords@gmail.com, or executing an associated digital distribution or publishing retainer, You explicitly agree to be bound by all terms, warranties, covenants, and restrictions contained herein.
2. Grant of Distribution & Digital Ingestion Rights
Client hereby grants to Future Octave Records, LLC, for the duration of the applicable distribution term and throughout the agreed territory (Worldwide, unless expressly limited in writing by contract), an exclusive, sublicensable, and royalty-bearing administrative right and license to:
- Digital Ingestion & Worldwide Transmission: Encode, convert, compress, batch, and transmit Sound Recordings (masters), associated artwork, liner notes, and audiovisual releases to commercial Digital Service Providers (DSPs), including but not limited to Spotify, Apple Music, Tidal, Amazon Music, YouTube Music, Deezer, Pandora, TikTok/ByteDance, and Meta platforms;
- Commercial Exploitation Formats: Authorize permanent digital downloads, interactive on-demand streaming, tethered downloads, cloud-locker playback, algorithmic radio feeds, and short-form background synchronization across authorized retail outlets and consumer applications;
- SoundExchange Non-Interactive Collections: Ingest Sound Recording metadata into SoundExchange to collect the statutory 50% Sound Recording Copyright Owner allocation generated by digital cable, satellite radio (SiriusXM), and statutory internet webcasts;
- Public Name & Likeness License: Utilize Client's approved professional stage names, legal names, biographies, approved photographic likenesses, and associated cover artwork solely to market, index, credit, and promote the distribution of the administered catalog.
Retention of Title: Client explicitly retains all underlying ownership of the copyright in and to the master sound recordings. The rights granted to Future Octave Records, LLC under this Section 2 are strictly administrative and distribution-based in nature and do not constitute an assignment or transfer of copyright ownership.
3. Client Warranties of Originality, Clearances & Non-Infringement
Client provides the following solemn, irrevocable representations and warranties to Future Octave Records, LLC, its Chief Executive Officer Johnny Albert Morales, and its distribution partners:
Every sound recording, beat, vocal sample, drum loop, synth patch, sound effect, or musical interpolation incorporated within the master delivery has been 100% fully cleared, licensed, and paid for in writing by Client. Client warrants that no "uncleared samples", bootlegs, unauthorized stems, or unauthorized AI voice models are contained within the administered files.
All featured vocalists, guest musicians, recording engineers, mixing/mastering engineers, and beat producers have executed legally enforceable work-for-hire agreements, split declarations, and side-artist clearance waivers releasing all proprietary claims to the master recordings in favor of Client.
Client holds unencumbered, lawful authority to exploit the masters and underlying works. The recordings do not violate or infringe upon any copyright, trademark, right of privacy, right of publicity, moral right, or contractual commitment of any third party.
4. Metadata Standards, DDEX Delivery & Universal Identifiers
Precise metadata architecture is required to ensure lawful royalty accounting and prevent royalty black-box leakage. Client covenants to furnish complete, verified, and uncorrupted metadata prior to public distribution release dates:
- Universal Identification Standards: Client shall either supply valid International Standard Recording Codes (ISRC) and Universal Product Codes (UPC/EAN), or authorize Future Octave to generate and assign official, non-reusable ISRC/UPC strings permanently bound to Client's releases;
- Composition Identifiers: Client shall furnish accurate International Standard Musical Work Codes (ISWC), Songwriter legal names (not merely stage aliases), and affiliated Performing Rights Organization credentials (BMI, ASCAP, SESAC);
- DDEX Compliance: Future Octave transmits catalog ingestion packages utilizing industry-standard DDEX (Digital Data Exchange) XML data structures. Client shall be solely liable for financial losses, missing credits, or delayed disbursements caused by false, delayed, or corrupt metadata provided by Client.
5. Strict Prohibition on Fraudulent, Artificial & Bot-Inflated Streaming
Future Octave Records, LLC enforces a zero-tolerance policy regarding fraudulent commercial exploitation, algorithmic stream manipulation, and illicit royalty manufacturing.
- Purchasing or employing automated digital "stream bots", server-side click farms, script loops, or emulator networks designed to mimic human consumption;
- Participating in unauthorized, manipulative playlist schemes that guarantee fixed play volume or artificially inflate chart placement;
- Uploading continuous silent audio tracks, looping white-noise snippets under 31 seconds, or manipulating track metadata to trigger illegitimate mechanical thresholds;
- Distributing fraudulent duplicate recordings or infringing sound-alikes designed to divert legitimate search queries from authentic artists.
If Spotify, Apple Music, or any DSP notifies Future Octave of detected artificial streaming, or levies institutional fines (such as artificial stream penalty fees), Future Octave reserves the absolute right to: (i) immediately issue a worldwide takedown of the infringing release; (ii) freeze all pending disbursements across Client's account; (iii) deduct all third-party penalties, legal audit fees, and chargebacks directly from Client's ledger; and (iv) permanently terminate Client's distribution account.
6. Publishing Administration & Musical Composition Splits
Where Client engages Future Octave Records, LLC for music publishing administration services, the following statutory standards shall govern:
- BMI Affiliation & PRO Work Registration: Future Octave registers underlying musical compositions directly with Broadcast Music, Inc. under Publisher CAE/IPI Number 00892694674. Performance royalties are distributed strictly pursuant to the 200% PRO accounting methodology (100% Writer's Share paid directly to songwriter; 100% Publisher's Share collected and administered by Future Octave);
- The MLC Mechanical Ingestion: Future Octave actively registers compositions with The Mechanical Licensing Collective (The MLC) pursuant to the Music Modernization Act (MMA) to capture digital interactive streaming mechanicals from U.S. services;
- Binding Split Sheet Declarations: All split declarations provided by Client must equal exactly one hundred percent (100%). Client warrants that all co-writers have acknowledged and signed binding split documentation prior to submission;
- One-Stop Synchronization Clearances: Client authorizes Future Octave to pitch and negotiate synchronized media placements across film, television, commercials, and gaming. Where Future Octave controls 100% of both Master and Publishing, it is authorized to grant pre-cleared, expedited synchronization licenses to music supervisors on commercially standard terms.
7. Accounting, Disbursements, Auditing & Recoupment
Royalty revenues generated through digital distribution, physical sales, mechanical royalties, and sync placements shall be accounted for and disbursed under the following schedules:
Disbursements are reconciled within forty-five (45) to sixty (60) days following the close of each calendar quarter, subject to receipt of final funds from DSPs.
Direct bank disbursements (ACH/wire) are issued once accrued earnings reach fifty U.S. dollars ($50.00). Unclaimed balances roll forward indefinitely.
No disbursement will be executed without a completed IRS Form W-9 (U.S. persons) or W-8BEN (foreign persons) on file with our Oakdale office.
Client may, upon thirty (30) days prior written notice and at its sole expense, examine our books relating directly to Client's catalog during normal business hours.
8. Suspension, Takedowns & DMCA Copyright Protocols
Future Octave Records, LLC respects the intellectual property rights of creators and operates in compliance with Title II of the Digital Millennium Copyright Act (DMCA, 17 U.S.C. § 512):
- Immediate Takedown Authority: Upon receipt of a formal DMCA Notice of Infringement, third-party cease-and-desist demand, or bona fide ownership contestation, Future Octave reserves the unconditioned right to immediately transmit takedown instructions across all DSPs without prior notice to Client;
- Designated DMCA Agent: DMCA notices must be served directly upon our Registered Agent:
Attention: Johnny Albert Morales, Designated Copyright Agent
Future Octave Records, LLC
1230 East A Street, Oakdale, California 95361
Electronic Mail: futureoctaverecords@gmail.com - Counter-Notification: In the event Client believes a takedown was triggered by error or misidentification, Client may submit a written Counter-Notification in compliance with 17 U.S.C. § 512(g)(3).
9. Intellectual Property & Proprietary Brand Reservations
All registered and common-law trademarks, service marks, trade dress, website code, graphical assets, logos, and business processes associated with Future Octave Records, LLC (including the "FO" emblem and "Future Octave" word mark) remain the exclusive, non-transferable property of Future Octave Records, LLC.
Client shall not use Future Octave's marks, entity name, or executive names in any promotional release, press kit, or commercial medium in a manner suggesting corporate endorsement or joint venture without express prior written consent from CEO Johnny Albert Morales.
10. Comprehensive Indemnification & Defense Obligations
Client shall defend, indemnify, and hold completely harmless Future Octave Records, LLC, its Chief Executive Officer Johnny Albert Morales, officers, members, employees, contractors, agents, affiliates, and digital downstream partners from and against any and all claims, liabilities, lawsuits, demands, losses, damages, penalties, costs, and expenses (including reasonable outside attorneys' fees and court costs) arising directly or indirectly out of:
- Any breach or alleged breach of any warranty, representation, or covenant made by Client in this Agreement;
- Any third-party claim alleging that Client's sound recordings, musical works, beats, samples, or artwork infringe any copyright, trademark, trade secret, or other proprietary right;
- Any internal dispute among band members, co-writers, producers, or vocalists regarding split sheets, master ownership, or royalty entitlements;
- Any artificial streaming activity or fraudulent exploitation linked to Client's releases.
Future Octave reserves the right to withhold and escrow accrued royalties in an amount reasonably calculated to cover anticipated defense costs or settlement liabilities during the pendency of any legal dispute.
11. Limitation of Liability & Disclaimer of Warranties
To the maximum extent permitted by applicable California and federal law:
FUTURE OCTAVE RECORDS, LLC PROVIDES ALL DISTRIBUTION, METADATA INGESTION, AND PUBLISHING ADMINISTRATION SERVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. WE DO NOT GUARANTEE THAT DSPs WILL ACCEPT OR KEEP ACTIVE ANY MASTER, NOR DO WE WARRANT ANY SPECIFIC EARNINGS, STREAM VOLUME, OR PLAYLIST PLACEMENTS.
IN NO EVENT SHALL FUTURE OCTAVE RECORDS, LLC, ITS MEMBERS, OR ITS CEO BE LIABLE TO CLIENT FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS OR LOSS OF REPUTATION. OUR AGGREGATE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT SHALL UNDER NO CIRCUMSTANCES EXCEED THE TOTAL COMMISSIONS ACTUALLY RETAINED BY FUTURE OCTAVE FROM CLIENT'S CATALOG DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.
12. Governing Law, Venue & Mandatory Arbitration
This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of California, without regard to principles of conflicts of law, and the federal laws of the United States.
Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be settled by binding individual arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. Arbitration hearings shall take place in Stanislaus County, California (or the nearest designated AAA tribunal in Central California).
ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. To the extent any judicial review or injunctive relief is sought, the parties irrevocably consent to the exclusive jurisdiction of the state courts situated in Stanislaus County, California, or the United States District Court for the Eastern District of California.