CRBT Distribution Agreement
Please read this agreement before completing the rights and authorisation step of your CallerTune onboarding. It sets out the rights, commercial terms, responsibilities, data protection provisions and other terms governing distribution of approved content as Caller Ring Back Tunes.
At a glance
Term: Five (5) years
Territory: Nigeria and Africa
Licence: Non-exclusive
Standard revenue share: 50% of Net Revenue received by NovaClarius from the relevant Operator
1. Agreement and licence
NovaClarius Limited (NovaClarius) and the Content Owner identified in the Commercial Schedule agree that NovaClarius may prepare, distribute, administer and commercialise the content listed in Annexure A as Caller Ring Back Tunes (CRBT). The Content Owner grants the necessary non-exclusive CRBT rights for the agreed term and territory. Copyright remains with the Content Owner or relevant rights holders. The Content Owner may license others; exclusivity requires a separate signed agreement.
2. Territory and term
The territory is Nigeria and Africa, subject to operator arrangements, technical requirements, regulatory requirements and approvals. Use outside Africa requires written agreement. The Agreement Start Date is the date recorded in the Commercial Schedule; the Agreement End Date is five years later, unless this Agreement ends earlier under clause 9. Signature dates do not change the term. Renewal requires written agreement.
3. Distribution services
NovaClarius will prepare the CRBT version and metadata, provide an ISRC for each CallerTune in every package, submit content to relevant operators, facilitate tune codes and activation information, and administer reporting, royalties and reasonable support. CRBT preparation may include selecting a 30-45 second section. Operator approval is outside NovaClarius’s control; approval or deployment of every item is not guaranteed.
4. Rights and authorisation
The Content Owner confirms ownership of, or authority to grant, the licensed rights. The Content Owner must provide valid identification and applicable ownership, distribution, co-owner, contributor, label, publisher, cover, sample, remix or collaboration permissions, plus documents reasonably required by NovaClarius or an operator. Where requested, video authorisation must confirm identity, rights or authority and permission to distribute the content as CRBT. It may be retained for rights verification.
5. Royalties
The Content Owner receives 50% of Net Revenue unless a different commercial arrangement is expressly recorded in the Commercial Schedule. Net Revenue is the revenue NovaClarius actually receives attributable to the content after operator and aggregator deductions. Those deductions are applied once, not again after receipt; any other deduction requires express written agreement. An alternative percentage, fixed payment, minimum guarantee or other model must be stated in the Commercial Schedule.
6. Payment and reporting
Royalty payments are quarterly, with monthly payment or reporting available on request where operationally practicable. The minimum payout is NGN 10,000; lower balances carry forward. Payments use the nominated bank account in the Commercial Schedule. Reasonable revenue information may be requested, subject to operator and distribution data availability.
7. Deployment failure and refund
If a setup fee was paid and NovaClarius cannot deploy the content due to a qualifying rights issue not caused by the Content Owner, operator rejection, a technical/deployment circumstance or another qualifying circumstance recognised by NovaClarius, the applicable setup fee will be refunded in full, subject to the package and Commercial Schedule.
8. Marketing
During the term, NovaClarius may use the Content Owner’s name, stage/brand name, approved photograph or artwork, content title and reasonable approved excerpts solely to promote participation in CallerTune and availability of the licensed content as CRBT.
9. Removal and termination
The Content Owner may request removal in writing, identifying the reference and songs. NovaClarius will confirm the request and applicable operator process, subject to operator procedures, technical timelines, outstanding obligations and applicable law. Accrued royalties survive removal or termination; remaining balances will be addressed in final settlement after the relevant operator funds arrive.
NovaClarius may suspend or remove content for infringement claims, rights disputes, operator or legal requirements, suspected fraud or misrepresentation, or material breach. Either party may terminate for material breach not remedied within a reasonable period after written notice, or by mutual written agreement.
10. Responsibility
The Content Owner shall indemnify NovaClarius against third-party claims arising from breach of the Content Owner’s warranties about ownership, authority or content rights. NovaClarius is responsible for claims arising directly from its unauthorised use of the content outside the rights granted by this Agreement.
11. Personal data and confidentiality
NovaClarius will use personal information only for legitimate business, contractual, legal, regulatory and operational purposes connected with CallerTune. This may include names, contact details, identification, payment details, signed agreements, rights documents and video authorisation. Appropriate technical and organisational safeguards will protect the information; access and sharing with service providers, operators and advisers will be limited to what is reasonably necessary, subject to applicable confidentiality and data-protection obligations.
NovaClarius will take reasonable steps to investigate suspected security incidents and meet applicable breach-reporting requirements. Data will be retained only as reasonably necessary for administration, verification, payments, audit, disputes, fraud prevention and legal compliance, then securely deleted or irreversibly de-identified, subject to lawful retention requirements. Content Owners may request information and exercise applicable Nigerian data-protection rights, subject to lawful exceptions and identity verification.
Each party will keep the other’s non-public commercial, financial, technical and business information confidential, except disclosure required by law, a regulator or operator, to professional advisers, or to enforce this Agreement.
12. General provisions
The parties are independent contractors; this Agreement creates no partnership, joint venture, employment or general agency. Disputes will first be addressed through good-faith discussion and negotiation, then arbitration in Nigeria if unresolved, in accordance with applicable Nigerian law. Nigerian law governs this Agreement.
Formal notices must be in writing, by email, courier, personal delivery or another agreed method to the Commercial Schedule contacts. This Agreement, its Commercial Schedule and Annexure A constitute the parties’ agreement concerning the licensed content. Amendments require written acceptance by both parties. A specific conflicting commercial term in the Commercial Schedule prevails only for that matter.
Personalised agreement and signing
Version 3.0-20261018. After payment and content submission, your secure link provides an agreement containing the rights holder, artist names, every song title, package and reference. You can either sign digitally or print and sign the agreement physically, then scan all pages in order into one PDF. Keep the original signed paper. Upload all pages together. NovaClarius reviews and countersigns before deployment.
NovaClarius Limited: 3b, Oluwagbotemi Street, Lagos 100278, Nigeria. Authorised signatory: Oluremi Oladele (Content Manager).
Commercial Schedule - summary
This online version is provided for convenient review. The execution version is the agreement accepted and signed by the parties, together with its applicable schedules.