Offer Glossary
Effective Date: January 31, 2023

This Offer Glossary ("Offer Glossary") is incorporated into our Terms of Use by reference and apply to the use of our Services. Terms not defined in this Offer Glossary have the meanings given to them in the Terms of Use. In the case of any conflict between this Offer Glossary and the Terms of Use, the terms of this Offer Glossary will prevail. Indify may update this Offer Glossary at any time in Indify's sole discretion; if we do, we will place a notice on our site located at https://indify.io, send you an email, and/or notify you by some other means. Updates will apply to any future Offers entered into after the effective date of such updates.

What are the terms I need to understand with respect to Offers made on the Indify platform?

Currently, there is only one type of Offer on the Indify Platform - i.e., Offers made by Partners for financial partnership with respect to certain Releases, creative projects, or marketing that an Artist may make available or otherwise undertake from time to time via the Services ("Funding Offers").

Terms that Apply to All Funding Offers:
  • "Effective Date" – the date the Offer is accepted (the accepted Offer herein called the "Funding Agreement") pursuant to the Terms of Use by an Artist.
  • "Investor" – individuals or companies looking to enter into financial partnerships with talent and also offer services in connection with cultivating the Artist's talent.
  • "Term" – the time duration, in number of months or years, from the later of (a) the Effective Date of the Funding Agreement or (b) the date on which the last Release included in the Funding Agreement is commercially released, that the Investor will be entitled to receive a Split, regardless of when or whether the applicable Advance is recouped by such Investor. By way of example, a typical "Term" may run from the Effective Date until the date which is six (6) years after the last day of the month in which Artist commercially releases the last Release subject to the Funding Agreement. For clarity, Investor will be entitled to start collecting its Split on all exploitations of all Releases (including, without limitation, previously exploited Releases as of the Effective Date) occurring on or after the Effective Date and during the full duration of the Term. For the avoidance of doubt, and notwithstanding anything to the contrary contained in the Funding Agreement, nothing therein shall be construed as granting Indify or Investor exclusive rights to Artist's services as a recording artist, subject always to Investor's right to receive its Split in accordance with the terms and conditions of the Funding Agreement.
  • "Releases" – With respect to the applicable Funding Agreement, the specific sound recordings and musical compositions (such sound recordings and musical compositions herein individually and collectively called the "Works") and/or other intellectual property assets, whether exploited or unexploited as of the Effective Date, that an Artist identifies to an Investor as eligible for payment/receipt of consideration under an Offer and against which the Investor may receive a Split in exchange for an Advance and which you and the Investor expressly agree to include in the Funding Agreement. Notwithstanding anything to the contrary contained herein, you hereby acknowledge and agree that all Releases (a) shall be deemed to include any and all remixes, fast/slowed versions, live versions and/or other derivative versions of any of the Works (including, without limitation, any and all versions of the Works made specifically for digital services such as TikTok); and (b) must be "technically and commercially satisfactory" (as such term is conventionally understood in the music business) in Investor's sole discretion. For the avoidance of doubt, selection of all Releases (whether new [e.g., the recordings to be included on Artist's "forthcoming project"], or previously released) to be included in the Funding Agreement shall be mutually agreed upon by Artist and Investor. For the further avoidance of doubt and unless otherwise expressly agreed by an Investor and an Artist, Releases do not include anything else, including Artist merchandise or other musical works or sound recordings owned or controlled by the Artist that are not expressly included in the Funding Agreement as Releases. At Indify's request, you will supply Indify with all corresponding ISRC and/or UPC codes with respect to all Releases.
  • "Advance" – the amount of money that an Investor will provide to or spend on behalf of an Artist as funding to aid in the production, distribution, or other exploitation of such Artist's Releases. More specifically, there are three types of Advance:
    • "In-Pocket Advance" – the amount of the Advance that is specifically earmarked by the Investor for the Artist's cost of living expenses during the Term of the Funding Agreement.
    • "Marketing Advance" – the amount of the Advance that is specifically earmarked by the Investor for the Artist's promotional and marketing costs for the Releases during the Term of the Funding Agreement. As mutually determined by the parties, Marketing Advances may either be paid directly to the Artist or spent on the Artist's behalf in each case to support the promotion of the Releases, provided that in the event of an impasse, Investor's good-faith business decision shall control.
    • "Creative Advance" – the amount of the Advance that is specifically earmarked by the Investor for the Artist's costs for the creation of music videos, artwork, and for music production during the Term of the Funding Agreement. As mutually determined by the parties, Creative Advances may either be paid directly to the Artist or spent on the Artist's behalf in each case to support the production of the Releases, provided that in the event of an impasse, Investor's good-faith business decision shall control.
  • "Split" – the amount of money a party will receive as a percentage of total money earned, after applicable deductions, including amounts that are deducted by Indify as payment for rendering the Services, for monetization of the applicable Releases, subject to the following terms and conditions: Splits shall be determined based on one hundred percent (100%) of all income derived from streams and/or digital sales of the Releases subject to the Funding Agreement as reported by the applicable distributor ("Gross Income"), and deductions from such Gross Income shall be limited to (a) the standard MFN fees retained by DSPs (e.g., Apple/Spotify/Amazon/YouTube/Tidal, etc.) and (b) distribution fees (not to exceed ten percent (10%)) charged by any third party entity (distributors/record labels, etc.), with all other reductions payable to distributors, so-called "indie" labels or major record labels subject to mutual approval of you and Investor. More specifically, there are two types of Splits:
    • "Pre-Recoupment Split" – a party's Split before the Investor has been paid back 100% of the applicable Advance.
    • "Post-Recoupment Split" – a party's Split after Investor has been paid back 100% of the applicable Advance.
  • "Territory" – worldwide.
  • "Re-Record Restriction" – Artist will not perform, produce, record or mix for any person or entity other than Indify a master recording embodying a composition subject to the Funding Agreement prior to the date five (5) years after the expiration or earlier termination of the Term.
Letters of Direction and Related Payout Distribution Process Terms:

If you are an Artist, by entering into a Funding Agreement with an Investor, you agree to: (a) work with Indify to select a distributor for the Releases (including Too Lost and any other Indify-approved distributor or a preferred distributor by an Investor, if any); (b) submit a Letter of Direction to the applicable distributor using Indify's standard form (which Indify will provide to you) directing such distributor to pay to Indify all royalties otherwise payable to you in accordance with the terms and conditions of the Funding Agreement, and (c) comply with all terms and conditions set forth in Indify's Payout Distribution Process Terms. You shall execute and deliver to Indify such instruments of transfer and other documents regarding the rights of Indify or Investor in the Releases as Indify may reasonably request from you to evidence and effectuate Indify's and/or Investor's rights under the Funding Agreement.

If you are a Sophisticated Investor (as defined in the Terms of Use), you acknowledge and agree that you are sophisticated in transactions of the nature that the Indify platform offers with personal or professional experience assessing the long-term business prospects of Artists and understand the financial and other risks of partnering with Artists. Similarly, if you are an Artist, you acknowledge and agree that neither you nor any person or entity that is affiliated or otherwise related to you will, directly or indirectly, offer any form of "security" as such term is defined in the Securities Act of 1933, as amended, including but not limited to, notes, stocks, equity, treasury bonds, security futures, security-based swaps bonds or debentures. For more information, please see the Terms of Use.