Offer Glossary
Effective Date: March 18, 2021

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 are three different Offers on the Indify Platform – 1) 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"), 2) Offers made by Team Members for the provision of management and similar or related services provided by such Team Members to Artists ("Management Offers"), and 3) Offers made by Team Members for digital marketing and similar or related services provided by such Team members to Artists ("Digital Marketing Offers"). Below are the terms that apply to the different Offer(s)

Terms that Apply to All Offer Types:
  • "Effective Date" – the date the Offer is accepted pursuant to the Terms of Use by an Artist.
  • "Term" – the number of months from the Effective Date of the Offer that the Partner (and Team Members, as applicable) will be entitled to receive a Split, regardless of when or whether the applicable Advance is recouped by such Partner.
  • "Releases" – With respect to the applicable Offer, the specific sound recordings, musical compositions, and/or other intellectual property assets that an Artist identifies to a Partner and Team Members as eligible for payment/receipt of consideration under an Offer and against which the Partner and Team Members may receive a Split in exchange for either an Advance (in the case of Partners) or specifically identified services rendered (in the case of Team Members). For the avoidance of doubt and unless otherwise expressly agreed by a Partner and an Artist (and a Team Member, as applicable), Releases do not include anything else, including Artist merchandise, other musical works or sound recordings owned or controlled by the Artist that are not expressly included in the Offer as Releases, or any remixes that are not authorized in writing by the Artist, or any derivatives of any of the foregoing.
Terms that Apply to Funding Offers Only:
  • "Advance" – the amount of money that a Partner will provide to 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 Partner for the Artist's cost of living expenses during the Term of the Funding Offer.
    • "Marketing Advance" – the amount of the Advance that is specifically earmarked by the Partner for the Artist's promotional and marketing costs for the Releases during the Term of the Funding Offer.
    • "Creative Advance" – the amount of the Advance that is specifically earmarked by the Partner for the Artist's costs for the creation of music videos, artwork, and for music production during the Term of the Funding Offer.
  • "Split" – the amount of money a party will receive as a percentage of total money received by Indify (if you are a Partner or an Artist), after applicable deductions, including amounts that are deducted by Indify as payment for rendering the Services, for monetization of the applicable Releases. More specifically, there are two types of Splits:
    • "Pre-Recoupment Split" – a party's Split before the Partner has been paid back 100% of the applicable Advance.
    • "Post-Recoupment Split" – a party's Split after Partner has been paid back 100% of the applicable Advance.
  • "Territory" – the countries, states, or other geographic areas in which the Releases are monetized in accordance with the terms of the Funding Offer.

Remember that, if you are a Sophisticated Partner (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

Terms that Apply to Management Offers Only:
  • "Commission" – the amount of money a Team Member will receive, measured as a percentage of total money received by the applicable Artist via the Services, after applicable deductions, including amounts that may be deducted by Indify as payment for rendering the Services.
  • "Pitch" – the description of the management services the Team Member will provide under the Management Offer. The Team Member and Artist may agree in writing from time to time on additional services beyond the initial services set forth in the Pitch by updating the existing Management Offer via the Services.
  • "Territory" – the countries, states, or other geographic regions in which the Team Member provides management services to the Artist in accordance with the Team Member's Pitch.
Terms that Apply to Digital Marketing Offers Only:
  • "Fee" – the amount charged by the Team Member for the Team Member's digital marketing services.
  • "Goals" – the performance or engagement metrics that the Team Member identifies in the Digital Marketing Offer with respect to the Team Member digital marketing services. Examples include but are not limited to a target number of followers on the Artist's social media platforms, a minimum number of online streams per day/week/month, etc.
  • "Territory" – the countries, states, or other geographic areas in which the Team Member provides digital marketing services to the Artist in accordance with the terms of the Digital Marketing Offer.