Before applying, please read and accept the Noir Sync Agreement. This governs how NoirStudio represents your music for sync licensing on noirstudio.store.
This Noir Sync Agreement ("Agreement") is entered into between NoirStudio ("Noir," "we," "us," operating at noirstudio.store) and you, the applicant artist or rights-holder ("Artist," "you"), as of the date you electronically accept it (the "Effective Date"). By submitting an artist application on noirstudio.store, you agree to be legally bound by this Agreement.
1.1 "Works" means all musical compositions, sound recordings, stems, alternate mixes, instrumental versions, edits, metadata, artwork, sound effects (SFX), and any other materials delivered, uploaded, or otherwise made available by Artist to Noir through noirstudio.store or any related channel, whether now existing or created during the Term. 1.2 "Sync License" means any license, agreement, or authorization permitting the synchronization, reproduction, distribution, public performance, streaming, or other use of the Works in timed relation with audiovisual content, including but not limited to motion pictures, television programming, commercials, advertisements, trailers, video games, online media, social content, and emerging formats. 1.3 "Publisher's Share" means all income customarily payable to a publisher under applicable copyright laws, including but not limited to performance income, synchronization income, and any other publishing-derived revenue. 1.4 "Writer's Share" means all income customarily payable to songwriters and composers. 1.5 "Platform" means the NoirStudio website at noirstudio.store, the Artist Portal, the Discover catalog, and any related services operated by Noir. 1.6 "Territory" means the universe and any future territories or media formats now known or hereafter devised. 1.7 "Term" means the period defined in Section 7.
2.1 Artist irrevocably appoints Noir as its non-exclusive synchronization licensing representative and publishing administrator with respect to the Works during the Term. 2.2 Noir has the sole and exclusive right, during the Term, to exploit the Publisher's Share of the Works for synchronization purposes through the Platform, subject to the terms herein. 2.3 Nothing herein restricts Artist from entering into agreements unrelated to the rights granted herein, provided such agreements do not conflict with Noir's rights under this Agreement.
3.1 Artist grants to Noir, throughout the Territory and during the Term, the right to: (a) Pitch, submit, market, host, stream, preview, and display the Works on noirstudio.store and to third parties; (b) Negotiate, finalize, execute, and administer Sync Licenses; (c) Deliver audio files, stems, metadata, and artwork to prospective licensees and approved Platform users; (d) Collect all income derived from Sync Licenses and Platform-driven exploitation; (e) Issue licenses and grant rights necessary to effectuate such Sync Licenses, including limited end-user licenses to approved Platform customers. 3.2 Artist appoints Noir as its irrevocable limited attorney-in-fact, with full power of substitution, solely for purposes of: executing Sync Licenses; collecting revenues; and enforcing rights under such licenses. 3.3 The rights granted herein are limited to synchronization, publishing administration, and Platform exploitation and do not constitute a transfer of ownership of the Works.
4.1 Artist retains: • One hundred percent (100%) ownership of all master recordings; • One hundred percent (100%) of the Writer's Share. 4.2 Noir administers and controls one hundred percent (100%) of the Publisher's Share of the Works solely for purposes of synchronization licensing and related exploitation through the Platform. 4.3 Noir has the right to: register Works with performing rights organizations (PROs); collect publishing income worldwide; and enter into sub-publishing or collection agreements. 4.4 This Agreement is administrative in nature and shall not be construed as a transfer of copyright ownership.
5.1 Sync Fees. All gross income derived from Sync Licenses shall be allocated: • Artist: fifty percent (50%) • Noir: fifty percent (50%) 5.1.1 Noir's share constitutes a service fee for sourcing, negotiating, hosting, administering, and facilitating Sync Licenses through the Platform. 5.2 Backend Royalties. 5.2.1 Artist retains one hundred percent (100%) of the Writer's Share. 5.2.2 Noir is entitled to one hundred percent (100%) of the Publisher's Share. 5.3 Deductions. All payments are subject to third-party commissions, sub-publishing fees, collection fees, taxes, currency conversion costs, and payment-processor fees (including those of Stripe, PayPal, or any successor processor used by Noir). Noir may deduct such amounts prior to payment.
6.1 Noir shall account and remit payments within a commercially reasonable time following receipt and clearance of funds. 6.2 Noir may: withhold payments in the event of disputes; offset amounts owed by Artist; and delay payments for verification, fraud review, tax, or compliance purposes. 6.3 Noir is not liable for delays caused by third-party licensees, collection societies, payment processors, or banking systems. 6.4 Artist is responsible for keeping accurate payout details on file in the Artist Portal. Noir is not liable for payments missed or misdirected due to outdated information.
7.1 The Term commences on the Effective Date and continues for a minimum period of two (2) years. 7.2 Artist has no right to terminate during the initial Term except in the event of a material breach by Noir that remains uncured for thirty (30) days following written notice. 7.3 Following the initial Term, either Party may terminate upon thirty (30) days written notice.
8.1 Noir shall continue to receive all income derived from: Sync Licenses executed during the Term; and opportunities initiated, pitched, or negotiated during the Term. 8.2 All Works submitted during the Term remain subject to this Agreement for any placements arising from Noir's efforts or from Platform exposure. 8.3 Noir's rights to the Publisher's Share shall continue for the full duration of copyright.
9.1 Artist agrees not to circumvent Noir by: directly negotiating with any party introduced by Noir or that discovered the Works through the Platform; or entering into agreements arising from Noir's efforts outside this Agreement. 9.2 Any such transactions shall remain subject to Noir's revenue participation as set forth herein.
10.1 Artist shall deliver all Works in professional, industry-standard formats, including: WAV files (48kHz / 24-bit minimum), instrumentals and alternate mixes where applicable, and stems where applicable. 10.2 All materials must be properly labeled, uniform in duration where applicable, and meet professional sync standards. 10.3 Noir reserves the right to reject, remove, or take down any materials at its sole discretion, including for quality, legal, or policy reasons.
Artist represents and warrants that: • Artist owns or controls all rights necessary to grant the rights herein; • The Works do not infringe any third-party rights, including copyright, trademark, publicity, or privacy rights; • All samples, interpolations, and third-party contributions are fully cleared; • No conflicting exclusive agreements exist; • Artist is at least 18 years old, or has obtained the consent of a parent or legal guardian who agrees to be bound by this Agreement on Artist's behalf; • All information submitted in the artist application is true and accurate.
Artist shall indemnify, defend, and hold harmless Noir, NoirStudio, and their affiliates, officers, employees, and contractors from any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from: breach of this Agreement; ownership disputes; copyright, trademark, publicity, or privacy infringement; or any content uploaded by Artist to the Platform.
Noir provides the Platform and all services on an "AS IS" and "AS AVAILABLE" basis and makes no warranties, express or implied, regarding: success of placements; revenue generation; Platform availability, uptime, or uninterrupted access; or the accuracy of third-party data. To the maximum extent permitted by law, Noir disclaims all implied warranties including merchantability, fitness for a particular purpose, and non-infringement.
To the fullest extent permitted by law: • Noir shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including lost profits or lost data, even if advised of the possibility of such damages. • Noir's total aggregate liability under this Agreement shall not exceed the greater of: one hundred dollars (USD $100), or the amount paid to Noir on behalf of Artist in the preceding twelve (12) months.
15.1 This Agreement is governed by the laws of the State of California, without regard to its conflicts-of-law principles. 15.2 All disputes arising out of or relating to this Agreement shall be resolved exclusively by binding individual arbitration administered in California under the rules of a recognized arbitration provider (e.g., JAMS or AAA). 15.3 Artist waives the right to: a trial by jury; and participation in any class, collective, or representative action.
Artist is solely responsible for all taxes arising from income received under this Agreement. Artist agrees to provide accurate tax information (including W-9, W-8BEN, or equivalent) when requested by Noir, and acknowledges that Noir may withhold amounts as required by law.
Noir shall not be liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, pandemic, government action, internet or hosting-provider outages, payment-processor failures, or third-party platform disruptions.
The Parties are independent contractors. Nothing herein creates a partnership, joint venture, employment, or agency relationship beyond the limited agency expressly granted in Section 3.2.
Noir may assign this Agreement, in whole or in part, without consent, including in connection with a merger, acquisition, reorganization, or sale of assets. Artist may not assign this Agreement without Noir's prior written approval.
20.1 Artist is responsible for safeguarding Artist's account credentials and for all activity occurring under the account. 20.2 Noir may suspend, restrict, or terminate Artist's access to the Platform at any time for breach of this Agreement, for legal or compliance reasons, or to protect the Platform and its users. 20.3 Noir may remove or refuse to display any Work that, in Noir's sole judgment, violates law, infringes third-party rights, or is inconsistent with the Platform's quality and content standards.
Artist acknowledges that Noir collects and processes Artist's personal information (including name, contact details, payout information, and usage data) as necessary to operate the Platform, administer this Agreement, and comply with law. Artist's submission of an application and use of the Platform is also governed by NoirStudio's Privacy Policy as posted on noirstudio.store, which is incorporated herein by reference.
22.1 This Agreement, together with any policies referenced on noirstudio.store (including the Privacy Policy and Terms of Use), constitutes the entire understanding between the Parties regarding its subject matter and supersedes all prior discussions and agreements. 22.2 Noir may update this Agreement from time to time. Material changes will be communicated through the Platform or by email; continued use of the Platform after the effective date of an update constitutes acceptance. 22.3 If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect.
By checking the acceptance box, typing your full legal name as your electronic signature, and submitting the artist application on noirstudio.store, you (a) acknowledge that you have read and understood this Agreement, (b) agree to be legally bound by it, and (c) consent to do business electronically with Noir, including receiving notices, agreements, and tax forms electronically.
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By continuing, your acceptance and signature are recorded with a timestamp.