Document ID | DWM-LGL-001 |
Owner | Deep Waves Music LLC |
Status | Final |
Effective Date | August 1, 2026 |
Governing Law | State of Florida |
DOCUMENT CONTROL
Version | Status | Date | Description |
0.1 | Initial Draft | July 2026 | Foundational structure |
0.9 | Final | July 2026 | Consolidated agreement |
CONTENTS
Schedule A — Membership Benefits
Schedule B — Royalty and Payment Policy
Schedule C — Release Standards and Technical Requirements
Execution Page
OUR COMMITMENT
The Wave™ Network, a service of Deep Waves Music LLC, provides professional digital music distribution and related services for independent artists and record labels. This Agreement is designed to preserve Member ownership, establish clear responsibilities, protect the integrity of the platform, and define the terms under which approved Releases are distributed worldwide.
Members retain ownership of their music. Deep Waves Music receives only the rights required to distribute, administer and promote approved Releases under this Agreement.
THE AGREEMENT
This Membership & Distribution Agreement (the “Agreement”) is entered into between Deep Waves Music LLC, a Florida limited liability company (“Deep Waves Music,” “DWM,” “Company,” “we,” “us,” or “our”), and the individual or entity accepting this Agreement (“Member,” “you,” or “your”). The Agreement becomes effective when you accept it electronically, sign it, or submit Content after being presented with it (the “Effective Date”).
The Agreement includes Schedules A through C, any membership order form or checkout summary accepted by you, and policies expressly incorporated by reference. If a conflict exists, the main body of this Agreement controls unless a Schedule or signed order form expressly states that it overrides a specific provision.
A Release that Deep Waves Music has accepted for distribution, whether by written confirmation, platform status, or actual delivery to one or more Digital Service Providers.
All materials submitted by or on behalf of Member, including sound recordings, musical compositions, lyrics, metadata, artwork, photographs, videos, biographies, trademarks, logos, names, likenesses and promotional materials.
Any digital music store, streaming service, social platform, mobile service, content-recognition service, retailer or other third-party outlet to which Deep Waves Music or its distribution service providers deliver Content.
Revenue actually received or credited by the distribution infrastructure from DSP exploitation of Member Content, after taxes, surcharges, fees or deductions imposed by governments or DSPs before receipt, but before the revenue shares retained by Deep Waves Music and its service providers. Revenue is not distributable until actually received or credited and reported.
The percentage of Distributable Revenue payable to Member under Schedule A or an applicable signed order form.
The paid period shown at checkout or in a signed order form, generally one year for Rising Artist and Professional memberships.
A single, EP, album, compilation, remix, music video or other audio or audiovisual product submitted for distribution.
The world, except territories excluded by law, DSP policy or written agreement.
Membership is available to persons at least eighteen (18) years old and to duly authorized legal entities. A person accepting this Agreement for a company, label, group or other entity represents that the person has authority to bind that entity and all applicable rights holders.
The Company may offer Rising Artist, Professional and Label Partner memberships, together with future tiers. Current benefits and commercial terms appear in Schedule A or the applicable order form.
Where a Membership Tier includes “unlimited releases,” the benefit is subject to this Agreement, professional quality standards, lawful use and reasonable operational capacity. It does not authorize automated, deceptive, abusive, mass-generated, duplicate or spam submissions, and it does not guarantee acceptance of every Release or unlimited simultaneous processing.
Deep Waves Music may verify identity, authority, payment information, tax status, artist profiles and rights ownership before or during Membership. The Company may decline, suspend or terminate Membership when verification is incomplete, information is inaccurate, or platform integrity is at risk.
Membership does not create employment, partnership, joint venture, fiduciary duty, franchise, agency, ownership or governance rights. Member remains independent and controls Member’s artistic and business decisions, subject to this Agreement.
Annual and other Membership Fees are shown at checkout or in the applicable order form. Optional creative, promotional or custom services are charged separately unless expressly included. Membership Fees are generally nonrefundable after account activation, except where required by law or expressly approved by the Company.
Member appoints Deep Waves Music as the exclusive digital distributor of each Accepted Release while that Release remains active through The Wave™ Network. Exclusivity applies to the specific Accepted Release, not to Member’s career, artist identity or other recordings. Member shall not deliver or authorize the same Release, including the same master recording and ISRC, through another distributor at the same time.
During the applicable distribution period and throughout the Territory, Member grants Deep Waves Music an exclusive, sublicensable license to reproduce, encode, convert, host, store, deliver, transmit, distribute, sell, stream, publicly perform, display, make available, monetize and otherwise exploit Accepted Releases through DSPs, solely as reasonably necessary to provide the Distribution Services.
Deep Waves Music may sublicense the rights granted in this Article to DSPs, distribution infrastructure providers, payment processors, content-identification providers and other service providers solely as necessary to perform this Agreement. Deep Waves Music may change service providers without disclosing confidential commercial terms, provided Member ownership and the Member Share are not reduced during the current Membership Term without Member consent.
Member authorizes Deep Waves Music to deliver and display metadata and lyrics, make formatting corrections required by DSPs, and assign or facilitate ISRC and UPC/EAN codes when requested. Member shall not request a new code for Content that already has a valid code and shall accurately disclose prior codes and release history.
Member grants Deep Waves Music a nonexclusive, worldwide, royalty-free right during the Term and for a reasonable archival period afterward to use Member’s approved name, likeness, biography, artwork, logos and excerpts of Content, including clips of up to thirty (30) seconds, to market Member, Accepted Releases, The Wave™ Network, Deep Waves Music Show™ and related Company services. This does not transfer ownership.
No synchronization, publishing-administration, management, booking, live-performance, merchandising or ownership rights are granted unless covered by a separate written agreement. Deep Waves Music may present a potential synchronization opportunity to Member, but no synchronization license may be granted without Member’s separate written approval.
Member retains one hundred percent (100%) ownership of Member’s sound recordings, compositions, artist name, label name, trademarks, artwork and other intellectual property, subject only to the limited rights granted in this Agreement and any rights held by third parties.
Deep Waves Music retains all rights in The Wave™ Network, Deep Waves Music™, Deep Waves Music Show™, Company trademarks, software, dashboards, templates, workflows, internal documentation, data models, designs and proprietary operating methods. No implied license is granted.
For separately purchased Creative Services, ownership of the final approved deliverable transfers to Member after full payment, subject to any third-party license restrictions. Unused concepts, working files, templates, methods and internal production assets remain Company property unless a written order form states otherwise.
Submission does not obligate Deep Waves Music or any DSP to accept, distribute or maintain a Release. The Company may reject, return for correction, delay, suspend or remove Content that fails technical, legal, editorial, integrity or DSP requirements.
Member shall deliver complete, accurate and professionally presented Content in the formats required by Schedule C. Deep Waves Music may require corrected audio, artwork, metadata, ownership documentation, licenses or other information before distribution.
Member should submit Releases sufficiently in advance of the requested release date. The Company will use commercially reasonable efforts to meet accepted dates but does not guarantee DSP publication on a specific date or in a specific format, territory or placement.
DSPs control their own acceptance, formatting, editorial, availability, monetization and removal decisions. Deep Waves Music is not responsible for a DSP’s delay, rejection, suspension, outage, editorial decision or policy change, but will use reasonable efforts to assist where appropriate.
Deep Waves Music may add or remove DSPs and distribution channels. Unless an opt-out is available and selected by Member, Accepted Releases may be delivered to newly supported DSPs. A current network list may be published on the Company website or Member Dashboard.
Unless a signed order form provides otherwise, Rising Artist and Professional Members receive sixty-five percent (65%) of Distributable Revenue attributable to their Accepted Releases. The remaining thirty-five percent (35%) is retained by Deep Waves Music and its service providers as consideration for distribution infrastructure, administration and platform services. Label Partner terms are established separately.
Royalty activity is ordinarily reported quarterly after the Company receives and processes statements from DSPs and its service providers. Reporting periods and availability may vary because DSPs report on different schedules and may later issue corrections or reversals.
Payments are processed per track. A track becomes eligible for payout when the accrued Member Share for that track reaches at least fifty U.S. dollars (US $50). Amounts below the threshold carry forward until the threshold is reached. Residual amounts after final takedown remain payable under this Section when the applicable threshold is met, unless applicable law requires earlier payment.
Eligible payments will be processed within a commercially reasonable period following quarterly reporting, using payment methods made available by the Company. Member is responsible for accurate payment, banking, tax and contact information and for any receiving-bank, PayPal, wire, conversion or similar fees charged to Member.
Member is responsible for all taxes arising from payments. Deep Waves Music may require valid tax forms and may withhold amounts when legally required. No payment is due until required tax and identity documentation is complete.
Deep Waves Music may correct errors and deduct or offset refunds, chargebacks, duplicate payments, DSP reversals, fraudulent-streaming penalties, payment fees, legal claims, Member debts and other amounts properly attributable to Member or Member Content. Supporting information will be provided where reasonably available.
Statements become binding unless Member provides a specific written objection within two (2) years after the statement date. Once per calendar year, Member may request a reasonable inspection of records directly relating to Member’s account, at Member’s expense, on at least thirty (30) days’ notice and subject to confidentiality. Deep Waves Music may rely on third-party statements absent actual knowledge of error.
Deep Waves Music does not guarantee streams, downloads, playlisting, chart performance, royalty amounts, profitability or recoupment of Membership Fees or other expenses.
Member represents and warrants that Member owns or controls all rights necessary to enter this Agreement and authorize every use described here, and that no conflicting agreement, lien, restriction or court order prevents those uses.
Content and its authorized use will not infringe copyright, trademark, publicity, privacy, contractual or other rights; violate law; contain unlawful or defamatory material; or mislead DSPs or the public.
Member is solely responsible for clearing samples, interpolations, beats, stems, cover songs, remixes, featured artists, producers, artwork, fonts, photographs and all other third-party material. Member shall obtain and pay for mechanical, synchronization or other licenses where required and shall pay all artists, producers, writers, publishers, performers, unions, collectives and other participants.
A Label Partner or other representative submitting Content for others warrants that it has written authority to do so and remains solely responsible for contracts, royalty splits, accounting and disputes with its artists and rights holders. Deep Waves Music is not a party to those relationships.
Member shall provide accurate legal, contact, tax, payment, ownership and metadata information and promptly update changes. Member is responsible for all activity under Member’s account and shall protect credentials from unauthorized access.
Member shall comply with applicable laws, sanctions, export controls, DSP rules, Company policies and reasonable verification requests. Member shall not resell or provide unauthorized access to the platform or reverse engineer, disrupt or misuse Company systems.
Member shall not directly or indirectly purchase, generate, encourage or benefit from artificial streams, bots, click farms, fraudulent playlists, deceptive advertising, account manipulation or other activity intended to manipulate metrics, royalties or charts in violation of DSP policies.
If the Company or a DSP reasonably suspects fraud, infringement, manipulation or other misconduct, Deep Waves Music may suspend Releases, account access and royalty payments; request documentation; disclose relevant information to DSPs or authorities where lawful; and retain amounts reasonably related to potential liability while the matter is investigated.
Confirmed or repeated misconduct may result in rejection or takedown of Content, forfeiture or return of affected revenue where required by a DSP, reimbursement of penalties and costs, suspension or termination without refund, and other lawful remedies.
Member shall accurately disclose AI-generated or materially AI-assisted Content when requested or required by law or DSP policy. Member may not submit unauthorized voice clones, deceptive deepfakes, impersonations, or AI Content trained on or incorporating protected material without adequate rights. The Company may adopt updated AI requirements as laws and DSP standards evolve.
Except for an expressly included Professional or Label Partner benefit, all show, radio, playlist, press, social, interview and promotional opportunities are discretionary and curated. Acceptance for distribution does not guarantee editorial selection.
During each fully paid annual Professional Membership Term, Deep Waves Music will feature one eligible Accepted Release on one episode of the Deep Waves Music Show™, subject to timely submission, legal and technical compliance, and scheduling by the Company. The feature is not transferable, has no cash value and does not carry forward after the applicable Term unless the Company agrees in writing.
Episodes may be offered to the Company’s radio syndication partners. Deep Waves Music does not control individual station schedules, carriage decisions, geographic availability or audience size and therefore does not guarantee broadcast by every partner station.
Any guaranteed Label Partner features, quantities or schedules must be stated in a signed Label Partner order form. Additional show slots cannot be purchased separately unless the Company changes this policy in writing; editorial standards remain applicable.
No editorial opportunity guarantees streams, followers, sales, press, bookings, audience growth or commercial success.
Cover art, video production, promotional campaigns and other Creative Services are optional unless expressly included in the selected Membership Tier or order form.
Each Creative Services project may be governed by an order form, project brief, invoice or published service description specifying deliverables, timing, revisions, formats and fees. Those terms supplement this Agreement.
Member shall provide timely, accurate instructions, assets and approvals. Delays or scope changes caused by Member may extend timelines or require additional fees.
Creative Services are intended to support professional presentation and promotion but do not guarantee commercial results, DSP acceptance or editorial placement.
Unless confidentiality is agreed in writing before work begins, Deep Waves Music may display final delivered creative work in its portfolio and marketing after public release.
The Initial Term is the period shown at checkout or in the applicable order form, generally one (1) year. If checkout clearly provides for automatic renewal, Membership renews for successive one-year periods at the then-current price unless Member cancels before the renewal date. Cancellation stops future renewal but does not retroactively refund the current Term.
Unless Deep Waves Music offers and Member purchases a separate catalog-maintenance option, the Company may initiate takedown of Member’s catalog at the end of an unpaid or nonrenewed Membership Term. Royalties earned before removal remain payable under Article 6.
Member may request takedown of specific Content during the Term through the designated process. Deep Waves Music will use commercially reasonable efforts to submit requests promptly, but DSP removal may take up to sixty (60) days or longer where required by a DSP. Membership Fees are not refunded because of a voluntary takedown.
Deep Waves Music may suspend or terminate immediately for infringement, fraudulent streaming, unlawful activity, material misrepresentation, repeated DSP violations, nonpayment, security misuse, abusive conduct or another material breach. For other curable breaches, the Company may provide notice and a reasonable opportunity to cure.
After termination and completion of takedown, the distribution license for affected Content ends and all such rights revert to Member. The Company may retain records required for accounting, compliance, legal claims and security. Rights and obligations that by their nature should survive—including payment, ownership, confidentiality, indemnification, limitation of liability and dispute provisions—survive.
Revenue received after takedown remains subject to the Member Share and may be reported and paid on the Company’s ordinary schedule. Deep Waves Music is not required to maintain dashboard access indefinitely after termination and may provide final statements by other reasonable means.
A “Rights Dispute” includes any claim that a third party owns or controls Content, is entitled to revenue, or that authorized exploitation violates rights. Upon notice of a credible claim, Deep Waves Music may suspend Content and revenue and request evidence from Member.
Member shall defend, indemnify and hold harmless Deep Waves Music, The Wave™ Network, their affiliates, service providers, officers, directors, employees, contractors, successors and DSP partners from claims, liabilities, damages, judgments, settlements, penalties, costs and reasonable external legal fees arising from Member Content, Member’s breach, Member’s acts or omissions, or claims that Member failed to pay a third party.
Deep Waves Music will provide reasonably prompt notice of a claim where practicable. Member may control the defense using counsel reasonably acceptable to the Company, but may not settle a claim imposing liability, admission or ongoing obligation on an indemnified party without written consent. The Company may participate with its own counsel at its expense, except where a conflict requires separate counsel at Member’s expense.
Deep Waves Music may withhold amounts reasonably related to a pending claim, investigation, chargeback or potential liability. Amounts will be released when the matter is resolved, withdrawn or otherwise no longer reasonably requires security, less proper deductions and costs.
Each party shall protect nonpublic business, financial, technical, release and operational information received from the other and use it only for this Agreement. Confidentiality does not apply to information lawfully public, independently developed, already known without duty, or required to be disclosed by law after reasonable notice where permitted.
Member acknowledges that the identity, terms, economics and methods of the Company’s distribution infrastructure and service-provider relationships are confidential and proprietary. Nothing requires Deep Waves Music to disclose internal revenue allocations, vendor contracts or white-label arrangements, provided Member receives the Member Share stated in this Agreement.
Deep Waves Music may collect, use, store and share personal and business information as reasonably necessary to operate Membership, verify identity, process payments, comply with law, prevent fraud and provide services, subject to the Company Privacy Policy.
The Company will use commercially reasonable safeguards, but no system is completely secure. Member shall maintain secure credentials and promptly report suspected unauthorized access.
To the fullest extent permitted by law, services are provided “as is” and “as available.” Deep Waves Music disclaims implied warranties of merchantability, fitness for a particular purpose, noninfringement, uninterrupted operation and error-free performance, except warranties that cannot legally be disclaimed.
To the fullest extent permitted by law, Deep Waves Music and its affiliates and service providers will not be liable for indirect, incidental, special, consequential, exemplary or punitive damages; lost profits, opportunities, goodwill, data or anticipated revenue; business interruption; or losses caused by DSP decisions, outages, delays, algorithms or third parties.
Except for fraud, willful misconduct, obligations that cannot lawfully be limited, or amounts properly payable as Member Share, the aggregate liability of Deep Waves Music arising from this Agreement will not exceed the Membership Fees actually paid by Member during the twelve (12) months preceding the event giving rise to the claim.
Neither party is liable for delay or failure caused by events beyond reasonable control, including natural disasters, war, terrorism, governmental action, epidemics, labor disputes, internet or power failure, cyberattack, DSP or provider failure, or similar events. Performance will resume when reasonably practicable.
Before filing suit, a party shall provide written notice describing the dispute and allow at least thirty (30) days for good-faith discussion, unless emergency injunctive relief is reasonably necessary.
Unresolved disputes shall first be submitted to confidential mediation in Miami-Dade County, Florida, with fees shared equally, unless the parties agree otherwise. A party may proceed to court if mediation does not resolve the dispute within sixty (60) days after a written mediation request.
Florida law governs without regard to conflict-of-law rules. Exclusive venue and jurisdiction lie in the state or federal courts located in Miami-Dade County, Florida, and each party consents to that jurisdiction.
The prevailing party in litigation arising from this Agreement may recover reasonable attorneys’ fees and costs to the extent permitted by law and awarded by the court.
Operational notices may be delivered by email, Member Dashboard or other electronic means. Notices of material breach, termination for cause or legal claims shall be sent to the latest contact information on file and are effective upon confirmed electronic delivery, personal delivery or delivery by a trackable carrier.
Deep Waves Music may update this Agreement prospectively to reflect legal, DSP, security or operational changes. Material updates will be communicated before they take effect. Continued use after the effective date constitutes acceptance where permitted by law. Changes to the Member Share during a current paid Term require Member’s express agreement unless mandated by law or DSP action.
Member may not assign this Agreement without written consent. Deep Waves Music may assign it to an affiliate or successor in connection with reorganization, merger, financing, sale of assets or acquisition, provided the successor assumes applicable obligations.
If a provision is invalid or unenforceable, it will be modified to the minimum extent necessary or severed, and the remainder remains effective. Failure to enforce a provision is not a waiver.
This Agreement, incorporated Schedules, accepted order forms and expressly incorporated policies are the entire agreement on this subject and supersede prior discussions and representations. Headings are for convenience. “Including” means “including without limitation.”
This Agreement may be executed in counterparts. Electronic records maintained by the Company, including acceptance logs, timestamps and platform records, may evidence the parties’ agreement and transactions.
The parties consent to electronic records, notices and signatures. Clicking an acceptance box, completing checkout after being presented with this Agreement, applying an electronic signature, or otherwise manifesting assent has the same effect as a handwritten signature to the fullest extent permitted by applicable law.
Member may download or print this Agreement and should retain a copy. Member may request an electronic copy from the Company.
Member acknowledges having read and understood the Agreement and having had the opportunity to consult independent legal, tax and business advisers before accepting it.
SCHEDULE A — MEMBERSHIP BENEFITS
This Schedule summarizes launch benefits. The website and accepted checkout summary may provide additional detail. Benefits remain subject to the Agreement, quality standards and reasonable operational procedures.
Benefit | Rising Artist | Professional | Label Partner |
Annual Membership Fee | $99 | $199 | Custom pricing |
Global Digital Distribution | Included | Included | Included as stated in order form |
Unlimited Releases | Included; quality and reasonable-use standards apply | Included; quality and reasonable-use standards apply | Included or volume terms as stated in order form |
Member Share | 65% of Distributable Revenue | 65% of Distributable Revenue | As stated in order form |
Release Name | Member’s own artist or label name | Member’s own artist or label name | Member’s own label name |
DWM Show™ Feature | Editorial consideration only | One eligible track per paid annual term | Quantity and terms stated in order form |
Radio Syndication | If selected or featured, episode may be syndicated | Featured episode offered to syndication partners | As stated in order form |
Creative Services | Optional paid add-ons | Optional paid add-ons; discounts may apply if published | Custom/volume terms may apply |
Support | Standard Member Support | Priority Member Support | Dedicated support as stated in order form |
SCHEDULE B — ROYALTY AND PAYMENT POLICY
Member Share is calculated from Distributable Revenue as defined in Article 1. DSP-side taxes, surcharges, refunds and fees may reduce Distributable Revenue before calculation. Deep Waves Music will not disclose confidential internal allocations among the Company and its service providers.
Statements are ordinarily made available quarterly. DSP reporting frequently lags consumer activity and may be revised. A statement reflects revenue received and processed during the reporting period, not necessarily usage occurring during that period.
A separate US $50 minimum applies to the accrued Member Share of each track. Eligible track balances may be paid together. Track balances below threshold carry forward.
Member must maintain valid tax and payment details. Transfer, bank, PayPal, foreign-exchange and recipient fees may be deducted or charged by third parties.
Affected amounts may be held, reversed or forfeited where a DSP or lawful authority determines that revenue resulted from fraud, manipulation, infringement or another violation. Deep Waves Music may also recover related penalties, legal costs and chargebacks from Member balances.
After termination, residual reports and payments continue under the ordinary reporting cycle. Deep Waves Music may close dashboard access and provide reports by email or another reasonable method.
SCHEDULE C — RELEASE STANDARDS AND TECHNICAL REQUIREMENTS
Deliver final, professionally prepared masters in the file format and specifications published in the Member Dashboard. Files must be complete, free of corruption, clipping or unintended silence, and must not contain watermarks, promotional voiceovers or material that differs from the approved metadata.
Artwork must meet current DSP dimensions and file requirements; accurately identify the Release; avoid unauthorized logos, images, brands, URLs, pricing or misleading claims; and comply with law and DSP content policies.
Provide accurate titles, artist and featured-artist names, writers, producers, labels, copyright notices, genres, language, explicit-content designations, release dates and codes. Do not manipulate names, versions, genres or contributor roles to obtain improper placement or search results.
Upon request, provide licenses, split sheets, collaboration approvals, sample clearances, mechanical licenses, artwork permissions, identity documents or other evidence of authority. Failure to provide adequate documentation may delay or prevent distribution.
Deep Waves Music may reject or remove unlawful, infringing, hateful, threatening, deceptive, impersonating, spam, public-domain abuse, unauthorized AI-clone, fraudulent or DSP-prohibited Content, as well as Content that fails reasonable professional or technical standards.
Submit sufficiently before the requested date to permit review and DSP delivery. Deep Waves Music may publish recommended lead times and holiday cutoffs. Expedited requests are not guaranteed.
Member shall promptly correct issues identified by the Company. Material post-delivery changes may require takedown and redelivery and may affect release dates, links, playlist placement, codes or statistics.