Merchandise Services Agreement
Effective Date: August 4, 2025
This Merchandise Services Agreement ("Agreement") is entered into by and between Dune Music Group ("DMG," "we," "us," or "our"), and the Artist ("Artist," "you," or "your") utilizing DMG's merchandise services.
WHEREAS, DMG provides print-on-demand ("POD") merchandise services, including design, production, and fulfillment, as part of its comprehensive artist management program; and
WHEREAS, the Artist desires to utilize DMG's merchandise services in accordance with the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties agree as follows:
1. Services Provided
1.1. Services
DMG agrees to provide print-on-demand merchandise services to the Artist, which may include, but are not limited to, the creation of merchandise designs, mock-ups, and logos, as well as the production, printing, and shipping of approved merchandise items to consumers.
2. Design & Intellectual Property (DMG-Provided Content)
2.1. License Grant
Any designs, mock-ups, or logos ("DMG Designs") created and provided by Dune Music Group for the Artist's merchandise are licensed to the Artist on a non-exclusive, revocable, and limited basis solely for use in conjunction with DMG's merchandise services and throughout the Artist's active participation in the Dune Music Group program.
2.2. Restrictions on Alteration
The Artist shall not alter, modify, or adapt any DMG Designs without the express prior written consent of Dune Music Group.
2.3. Third-Party Production
The Artist shall not, under any circumstances, take any DMG Designs to another production company or third-party printer for manufacturing, reproduction, or printing without the express prior written consent of Dune Music Group.
2.4. Termination of License
Upon the termination or expiration of the Artist's subscription to the Dune Music Group program, the license granted for all DMG Designs shall immediately and automatically terminate. The Artist shall cease all use of such DMG Designs and shall not reproduce, distribute, or display any merchandise bearing DMG Designs thereafter.
3. Artist-Provided Content & Intellectual Property
3.1. Artist Content Submission
The Artist may provide their own logos, designs, artwork, or other content ("Artist Content") for use on merchandise.
3.2. Warranties by Artist
The Artist represents and warrants that:
- a. They are the sole owner of all intellectual property rights in and to the Artist Content, or have obtained all necessary licenses, permissions, and consents to use and authorize DMG to use the Artist Content for merchandise production and sale.
- b. The Artist Content does not infringe upon or violate the intellectual property rights, privacy rights, publicity rights, or any other rights of any third party.
- c. The Artist Content does not contain any unlawful, defamatory, obscene, or otherwise objectionable material.
3.3. Indemnification for Artist Content
The Artist shall indemnify, defend, and hold harmless Dune Music Group, its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to any actual or alleged infringement of intellectual property rights, violation of privacy or publicity rights, or any other claims arising from the use of Artist Content provided by the Artist.
3.4. DMG's Right to Refuse
Dune Music Group reserves the right, in its sole discretion, to refuse to produce any merchandise bearing Artist Content that it deems to be in violation of this Agreement, illegal, offensive, or otherwise inappropriate.
4. Pricing & Payments
4.1. Cost to Consumer
The production and shipping costs of the merchandise items, as well as any applicable taxes and payment processing fees, are covered within the final cost charged to the consumer at the point of sale.
4.2. Profit & Royalties
Details regarding the Artist's profit share, royalties, or any other financial arrangements related to the sale of merchandise will be outlined in a separate pricing agreement or within the Artist's specific package terms.
5. Order Fulfillment & Shipping
5.1. Process
Dune Music Group will manage the POD process, including order intake, production, and direct shipping of merchandise items to consumers. Shipping times and delivery estimates will be communicated to the consumer at the point of purchase.
6. Term & Termination
6.1. Term
This Agreement shall remain in effect for the duration of the Artist's active subscription to the Dune Music Group program.
6.2. Termination Effect
Upon the termination or expiration of the Artist's subscription to the Dune Music Group program, this Agreement shall automatically terminate. All rights and licenses granted to the Artist hereunder shall immediately cease, as detailed in Section 2.4.
7. Disclaimers & Limitations of Liability
7.1. Service "As Is"
DMG's merchandise services are provided on an "as is" and "as available" basis. DMG makes no warranties, express or implied, regarding the services, including but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement.
7.2. Limitation of Liability
To the maximum extent permitted by law, Dune Music Group shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from (a) your access to or use of or inability to access or use the merchandise services; (b) any conduct or content of any third party on the merchandise services; or (c) unauthorized access, use, or alteration of your transmissions or content.
8. Indemnification (General)
8.1. Artist Indemnity
The Artist agrees to indemnify, defend, and hold harmless Dune Music Group, its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to the Artist's use of the merchandise services, breach of this Agreement, or violation of any applicable law or regulation.
9. Governing Law & Dispute Resolution
9.1. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of South Africa, without regard to its conflict of law principles.
9.2. Dispute Resolution
Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be resolved through good faith negotiations between the parties. If the dispute cannot be resolved through negotiation, the parties agree to submit the dispute to binding arbitration in accordance with the rules of [Specify Arbitration Body, e.g., the Arbitration Foundation of Southern Africa (AFSA)], with the arbitration to be held in (Specify City, e.g., Johannesburg, South Africa].
10. Entire Agreement
10.1. Entirety
This Agreement constitutes the entire agreement between Dune Music Group and the Artist concerning the merchandise services and supersedes all prior or contemporaneous agreements, understandings, communications, and proposals, whether oral or written.
11. Severability
11.1. Severability
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
12. Force Majeure
12.1. Force Majeure
Neither party shall be liable for any failure or delay in performing its obligations under this Agreement where such failure or delay is caused by events beyond its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.
13. Acceptance of Terms
13.1. Acceptance
By utilizing Dune Music Group's merchandise services, the Artist acknowledges that they have read, understood, and agree to be bound by all the terms and conditions outlined in this Agreement.