Contract // Distribution Terms and Conditions

Please read the following carefully before agreeing

 

 

These Distribution Terms and Conditions together with the Terms of Use and Privacy Policy govern the relationship between:

 

Horus Music Limited (Company Number 05914312) whose registered office is at The Old School House, 346 Loughborough Road, Leicester, LE4 5PJ, ENGLAND, hereinafter referred to as ‘Horus Music’, ‘We’, ‘Us’ or ‘Our

 

and

 

You’, ‘Your’ or ‘Artist

 

You and Horus Music are together called the ‘Parties’ and each, individually, a ‘Party’.

The Distribution Terms and Conditions, Terms of Use and Privacy Policy shall be collectively referred to as the ‘Contract’.

If you are a member of a group or band and you are entering into this Contract on their behalf you confirm:

·      that you are duly authorised by each member of the group, band, publisher, producer, engineer, performer, session musician (as appropriate) to enter into this Contract and that you have obtained all necessary consents as set out in this Contract;

·      you have obtained the written consent of any publisher or record company;

·      you have obtained the written consent from the copyright owners of any samples or remixes included within your Recordings;

·      you have gained the written consent from the copyright owner/s of the Original Song to provide a cover version Recording.

Background

Horus Music offer a number of Services (as detailed on our website) including but not limited to digital music, video and physical music distribution. You may choose which music and video Recordings you submit to us for distribution but once You have submitted a Recording it will be exclusively licensed to Horus Music for the Territory unless otherwise agreed in writing.

 For Recordings that You have not submitted to Horus Music You are free to choose which distributor or aggregator to use. If You would like Us to distribute more of Your Recordings just submit them to us on MyClientZone.

 

 

DEFINITIONS

‘Charges’ means the Charges for the Services as set out on www.horusmusic.global and Appendix 1;

Digital Music Stores’ means the website platforms, or apps where the Recordings will be available to the public including but not limited to iTunes and Spotify. A full list of Digital Music Stores is available from us on request;

Gross Income’ means all monies, fees and royalties received by Horus Music from the sales of the Recordings;

 ‘Intellectual Property’ means copyrights, domain names, database rights, design rights, trademarks, and all other creations registered or otherwise that can be protected under patent, copyright, trademark or similar laws in the Territory;

 

Materials’ means any materials used to promote the Recordings including but not limited to artwork, trade marks, logo, cd covers, pictures, video clips, artists name, biographies, lyrics to songs, digital booklets, and press releases;

Metadata’ means information associated with a release that includes artist names, barcodes, ISRC codes (track codes), composers, producers, album titles, track titles, dates, copyright information and any other information required by Digital Music Stores , or supplier of any other Services;

MyClient Zone’ means an online platform owned, developed and hosted by Horus Music that allows users to upload their Recordings, edit their releases, view monthly sales, download statements and use other tools that Horus Music makes available at any time. This is known as MyClientZone;

Net Revenues’ means Horus’s actual receipts from Our distribution partners less any tax, fee or other charge related to the sale of Your Recordings;

Personal Data’ means information relating to a natural person who can be identified or who are identifiable from the information in question or who can be indirectly identified from the information in combination with other information including but not limited to email addresses, phone number, banking details, biographies, address, credits;

Recordings’ means original, fully edited, fully mixed down, digital, audio and video recordings delivered to Horus Music;

‘Retail Outlets’ means physical and web based retail sellers of physical copies of CDs and DVDs in the UK (including but not limited to Amazon UK);

Sales Sheet’  means the document containing an overview of information about the release as well as details of any marketing and promotional activities. (This is also known within the music industry as a One Sheet);

 ‘Services’ means in relation to Your use of the websites www.horusmusic.global and Myclientzone.com, including but not limited to distribution of Your Recordings to Digital Stores throughout the Territory and/or any purchase of the Services on the websites or as detailed in Appendix 1;

 

Subscription Fee’ means the annual amount payable by the Artist to Horus Music for the distribution of the Artist Recordings to Digital Music Stores worldwide. The Subscription Fee is as set out on the Horus music website www.horusmusic.global;

 

Territory’ means the World for delivery of digital Recordings and the UK for physical releases. If You require territorial restrictions for an individual release, this should be included in the metadata at the point of submission.

Term

Unless cancelled or terminated in accordance with the Contract the initial term of this Contract will be 12 months from the date You upload Your first Recording and pay us the Subscription Fee. The Contract will automatically renew for successive twelve month periods (the ’Term’) unless either party provides written notice to the other party to terminate this Contract at least 30 days before the next anniversary of this Contract.

 

1       Your Right to Cancellation

 

1.1           You have the right to cancel any contract for services within 14 days without giving a reason (‘Cancellation Period’). The Cancellation Period will expire after 14 days from the day you pay Your Subscription Fee and upload Your first recording (or Recordings).

1.2           To cancel this Contract for services please email alr@horusmusic.co.uk

1.3           If You choose to cancel this Contract for services during the Cancellation period, if we have not begun providing the Services to You, we will on Your request reimburse You all payments received from you between formation of this contract until you have communicated to us Your cancellation of this Contract. We will make the reimbursement using the same means of payment as You used for the initial transaction. We will make the reimbursement as soon as possible and in any event within 14 days of receipt by Us of your decision to cancel the contract for Services and request a refund.

 

1.4           If You choose to cancel outside of the 14 day or within the 14 day period but you have engaged our services we cannot refund Your Subscription Fee. Should You wish to distribute further Recordings You will need to subscribe again.

 

2       OUR RIGHT TO CHANGE THE TERMS OF THE CONTRACT

We reserve the right to amend the Contract at any time without notice. Any amendments made shall be effective from the date they are posted on the Website at any time and the terms of the Contract in force at the time will apply to the Contract between You and Us. By access or continuing to use the website or Services after any such amendments You agree to be bound by the amended terms and conditions. If we have to revise the terms of the Contract as they apply to Your order for Services, we will contact You by email (to the email address You provided Us with when you registered with Us) to give You reasonable advance notice of the changes and let You know how to cancel the contract if You are not happy with the changes. You may not alter the terms and conditions of this Contract.

 

3       GRANT OF RIGHTS to Horus Music

 

3.1       In consideration of the sums payable by You and the Services provided by Us (or one or more of Our subcontractors) relating to the distribution of Your Recordings and all Services associated with such distribution, You grant Us, and Our subcontractors:

3.1.1.1           sell, store, display, compile, use, play,  reproduce, copy, issue copies, adapt, convert, deliver,  create digital Recording files, encode and transcribe, distribute, communicate to the public, exhibit,  publicly perform, broadcast, synchronise, transmit,  and make available the Recordings and other Material for distribution through Digital Music Stores approved by Us, and in doing so without limitation, permanent downloads, temporary and or conditional downloads, interactive streaming, non-interactive streaming and use any locker storage or cloud storage services;

 

3.1.1.2           use the Recordings for other purposes such as Ringtones in so doing communicating to the public your Recordings in the form of ringtones to be downloaded to mobile phones including ringtone previews, to sync your Recordings so that they may be used in Karaoke and lip sync platforms which will allow users to sing along to your Recordings, and use of your Recordings in any other social media platform, including but not limited to, Facebook, You Tube, WhatsApp;

 

3.1.1.3    carry out Metadata corrections where required;

 

3.1.1.4    create ID files to identify Your Recordings on Digital Music Stores servers;

 

3.2           a non- exclusive, royalty free license, throughout the Territory  to authorise Digital Music Stores to use, perform and make available Your name, that of Your band, trademarks, service marks or trade names relating to You and the name, images and likeness of You and the band/artists whose performances are in the Recordings , together with, any Materials related to the Recordings for any advertising, marketing and promotional purposes;

 

3.2.1      all necessary consents and rights including without limitation, under Copyright, Designs and Patents Act 1988 (the ’Act’) and any amendment or enactment, to enable us to make the fullest possible use of the Recordings and other Materials (including without limitation the right to collect all income deriving from the Recordings distributed by us) in accordance with the provisions of this Contract including without limitation any and all consents required under Part II of the Act. For the avoidance of doubt, You will maintain ownership of Your copyright at all times.

 

3.3           The above clauses are subject to you complying with the obligations under Clause 6.

 

4 Distribution

       4.1 We reserve the right not to distribute any Recordings that contain racial or religious  

              hatred, encourages or glorifies any criminal activity, or in which the finished product

               is not well produced or made and is deemed to not be of a releasable quality.

 

4.2  The agreements between Us and the Digital Music Stores shall determine the terms on which Your Recordings are sold or made available. You acknowledge that the Digital Music Stores have the discretion to choose if and to what extent they exploit Your Recordings and We cannot guarantee that Your Recordings, or any part, will be exploited by the Digital Music Stores.

 

5. Your Obligations to Us

 

You will: supply each Recording that You wish Us to distribute together with all applicable Metadata, Materials and Sales Sheet at least six weeks in advance of the release date in accordance with the specification set out in Appendix 2 for digital distribution;

 

5.1  If You are unable to supply Recordings to the correct specification, as set out in Appendix 2 We may make the necessary changes on Your behalf and You accept and agree that these will be subject to the charges as set out in Appendix 1 and on Our website www.horusmusic.global.

 

5.2  You will:

 

5.2.1      upload Your Recordings via MyClientZone;

 

5.2.2       notify Us by email at the time of delivery of the Recordings of all restrictions that may apply to the grant of rights hereunder including any platforms  not permitted to sell any Recording;

 

5.2.3      ensure Recordings that contain swearing, lyrics of sexual nature or criminal nature are identified to Us at the time of delivery as explicit content;

 

5.2.4      liaise with Us to promote the Recordings subject to prior commitments.

 

5.2.5      raise any technical issues or store problems with Us by e-mail to alr@horusmusic.co.uk

 

6      Your obligations to others

6.1  You are solely responsible for securing and paying for digital mechanical, public performance and another other licenses (as applicable) required from musical composition copyright owners or their agents in connection with Our exploitation of rights under this Contract, as well as royalties due to artists, producers, engineers, session musicians, performers, videographers and other persons who performed in the making of the Recordings and all payments that may be required under collective bargaining agreements or pursuant to any statutory schemes. You acknowledge and agree that We are not responsible to collect, administer or to make payments a) in respect of publishing rights in the musical compositions embodied in Your Recordings (regardless of whether You or another party owns or controls such rights) or b) in respect of any royalties due to any other persons.

 

6.2  In addition to Your obligations in 7.1 You agree that:

6.2.1      you have the agreement from each member of the group, band, publisher, producer, engineer, performer, session musician (as appropriate) to enter into this Contract and that you have obtained all necessary consents as set out in this Contract;

6.2.2      you have obtained the written consent of any publisher or record company to distribute the Recordings;

6.2.3      you have obtained the written consent from the copyright owners of any samples or remixes included within your Recordings; and

6.2.4      you have gained the written consent from the copyright owner/s of the Original Song to provide any cover version Recording/s.


7      HORUS MUSIC’s Obligations to You

 

7.1  We will:

 

7.1.1      distribute the Recordings using Our own in-house digital delivery platform (MyClientZone) or other means to all Our partner Digital Music Stores from time to time except any notified to Us as excluded under clause 6.2.2. A list of Our partner Digital Music Stores and partner Retail Outlets will be provided on request

7.1.2      pay You 100% of Your Net Revenues.

7.1.3      use reasonable endeavours to have Recordings available to the public on the agreed release date, however We cannot guarantee availability on any date as this is out of Our control and dependent on (a) when You deliver the Recordings to Us and (b) whether the stores will accept the Recordings;

7.1.4      take all reasonable precautions to ensure that piracy and pre-release of the Recordings are minimised;

 

7.1.5      keep secure all Recordings, Materials and Sales Sheets delivered to Us;

 

7.1.6      create track Metadata where needed where this is not supplied by You; and   

7.1.7      do Our best to ensure that availability of Our website will be uninterrupted and that transmissions will be error free, but as with all technology we cannot guarantee this. It may be that occasionally Your access to Our website and Services, may be suspended or restricted to allow for repairs, maintenance or the introduction of new facilities or services. We will attempt to limit the frequency and duration of any restriction or suspension.

 

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