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 this should be filled out here
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 click
here
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.
7.2 We
will not be held responsible for any delay or failure to comply with Our
obligations under these conditions if the delay or failure arises from any
cause which is beyond Our reasonable control.
7.3 OUR
TOTAL LIABILITY TO YOU IN RESPECT OF ALL LOSSES ARISING UNDER OR INCONNECTION WITH THIS CONTRACT, WHETHER
IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR
OTHERWISE, SHALL IN NO CIRCUMSTANCES EXCEED 100% OF THE PAYMENTS YOU HAVE MADE
TO US.
7.4 Nothing
in clause 8.3 limits or excludes Our liability for fraudulent representations
made by us or death or personal injury caused by Our negligence or wilful
misconduct.
7.5 We
will not, unless agreed in writing prior to release, physically distribute
Recordings without the online equivalent being made available to Horus
Music for distribution (unless no digital Recording is created).
7.6 We will
endeavour to respond to written communication within 48 hours between Monday to
Friday.
8
Charges
9.1
Our Services and Charges are listed on Our website www.horusmusic.global and in Appendix 1,
are payable in advance and in Appendix 1 are exclusive of VAT .
9.2 We
are not obliged to offer any services
above or beyond what has been paid for. In the case of third party failures, We
will use Our reasonable endeavours to assist You, but We will not be liable for
any third party’s failure.
9
TERMINATION:
9.1 This
Contract can be terminated by either You or Us by either Party providing
written notice to the other 30 days prior to the end of any 12 month periods,
or the Contract is terminated in accordance with any of the clauses below. It
is Your responsibility to ensure any subscription payments that are taken
yearly are cancelled. If you cancel during Your current subscription year
(except in accordance with Clause 2), you agree to forfeit the remaining year’s
subscription cost.
9.2 If
any Recording that is distributed by Us is also found to be distributed
by another company, You will need to issue a take down notice to the other
company. If You do not cooperate or the particular Recording(s) are not taken
down within 24 hours, We may terminate this contract immediately by
written notice, sent to the email address You provided Us with when You
registered with Us.
9.3 This
Agreement may be terminated in its entirety by either Party on notice if:
9.3.1
the other Party goes into a voluntary
or compulsory liquidation, a reconstruction for the benefit of creditors or,
being an individual, is declared bankrupt;
9.3.2 You
do not provide correct communication details, breaches security on MyClientZone, provide Recordings that have been illegally obtained
or not licensed, it is deemed that You do not hold the legal Recording or Publishing
rights or authority to distribute or are in breach of this Agreement or does
anything that could cause harm to Us or Our partners;
9.3.3 If You
provide Recordings that We believe have been illegally obtained or not
licensed, or breach any trademark or other proprietary or intellectual property
rights of any third party; or
9.3.4 If
You fail to provide documentation evidencing You are the full copyright owner,
or have all relevant approvals from the relevant copyright owners of the
Recordings;
9.3.5 We
may terminate without notice and or withhold any payments should any behaviour
by You be deemed by Us to be fraudulent, threatening, or disrespectful.
9.4 Upon
termination or expiration of this Contract in its entirety for any reason, We shall
immediately cease all exploitation use and distribution of the Recordings and
shall promptly delete all forms of the Recordings. We shall instruct Our
Digital Music Stores (where applicable) to remove Your Recordings from their
platforms and we shall cease all exploitation, use and distribution of Your
Recordings but we cannot be responsible for third-party exploitation after the
removal instruction has been sent.
9.5 If for any reason We are obliged to issue a
takedown notice to any online store or platform, We cannot be responsible,
once that notice is issued, for any delay in the process of takedown by any
store or platform, since that is outside of Our control. However, should You
find any Recordings or Materials are still live after 60 days, please email Us
a screen shot, URL track name of the Recordings and We will use Our reasonable
efforts to have this removed as quickly as possible, but We cannot be held
liable if the Recordings are not removed.
9.6 We reserve the
right, acting in Our sole discretion, to reject Recordings or any associated
Materials sent received from You.
10 ACCOUNTING:
10.1 We will pay You one hundred per cent
(100%) of Net Revenue, and We will account to You on a monthly basis within 30
days following the end of each calendar month.
10.2 We shall self-bill royalties owed to
You. You will be able to obtain a copy of the self-billing invoices from MyClientZone along with any detailed
reports, any errors must be notified to Us within 6 months of the statement
date. Failure to notify within this period will constitute acceptance of the
statement in its entirety.
10.3 You will be paid directly into a
nominated UK bank account in the currency of Pounds Sterling unless You request
otherwise in writing to Us.
10.4 If you notify Us that you wish to be
paid into an account outside of the United Kingdom, then no payment of
royalties will be made if the total due to You for that month is less than
Pounds Sterling (£10.00).
10.5
If the amount due per month is less
than ten Pounds Sterling (£10.00), the total amount will be rolled over until
the minimum amount has been reached.
10.6
You will pay Your own bank fees.
10.7 We will pay You via Western Union, but we may change Our payment provider from time to time.
10.8
We shall maintain full and accurate
books of account in relation to the digital distribution of Recordings. You and
Your representative shall be entitled not more than once in each calendar year
on giving at least sixty (60) days written notice to Us to inspect such books
of account (insofar as they relate to the subject matter of this Agreement) at
the offices of Horus Music during normal office hours, subject always to the
following conditions:
10.8.1 all
information obtained in the course of such examination shall be deemed
confidential and shall not be disclosed to any third party (other than in
confidence to Your professional advisers).
10.8.2 if
such inspection reveals a shortfall in funds due to You in excess of twenty per
cent 20%) then We shall contribute to the reasonable cost, which shall be
pre-agreed in writing, of such audit (excluding any travel or accommodation
costs) provided that the said accounting company is a chartered accountant
located in England.
10.9 We may provide a daily statistical
overview of daily sales and streams from certain Digital Music Stores (which supply the data to Us) and we will
share this information with You. This data is a guide only to sales and
streaming and does not form any part of the final monthly accounting.
10.10 We shall have the right to suspend
payments of royalties and income for a reasonable period (up to a maximum of 36
months and up to an amount commensurate with any losses, damages or costs which
may be incurred by reason of any breach of these terms and conditions) if at
any time You are in breach of any clause of this agreement.
11 TAXATION
11.1 If We are obliged by the laws of any
part of the Territory to deduct and withhold income or other similar tax from
sums due to You under this Agreement, We shall provide You with a certificate
of such deduction/withholding.
11.2 If You are VAT (Value Added Tax)
registered within the United Kingdom, We
will self-bill itself on behalf of You to ensure royalties are paid out
quickly with VAT included. No VAT payments will be made until You have
first signed a VAT Self Billing Declaration and provided a valid copy of Your
VAT certificate.
11.3 If you are based in Europe You must
still supply Us with a VAT number if registered however no VAT is payable.
12 RIGHTS OF
THIRD PARTIES (EXCLUSION)
For the purpose of the Contract (Rights of Third
Parties) Act 1999, this Agreement does not, and is not intended to give any
rights, or any right to enforce any of its provisions, to any person who is not
party to it.
13 INTELLECTUAL
PROPERTY
13.1 All
Intellectual Property Rights in the Recordings and Materials are reserved to You.
13.2 You
grant a license to Us for use of the Intellectual Property Rights in the Recordings
and Materials for the relevant Term(s) and agrees to indemnify Us against any
third party claims for infringement of such Intellectual Property Rights
resulting from this license.
13.3 If
a third party alleges that any Recording submitted for distribution by You is
infringing their copyright, Recording or publishing right:
13.3.1 You will
notify Us of such allegation immediately by emailing Us at legal@horusmusic.global
and ask for Our comments within 24 hours. The party who has made the allegation
will be copied in.
13.3.2 You
will be required to provide Us with the necessary documentation proving You
hold all necessary rights in the Recording within 24 hours of receiving a
request from Us. This request will be made by email to the email address You
provided when registering with Us;
13.3.3 We
have the right in Our own discretion to take down the applicable Recording(s)
without notice or further consultation with You. We will not be held liable or
in breach of contract for any content We remove from any Digital Music Stores
on this basis;
13.3.4 We have
no obligation to account to You for any
sales or streaming of Recordings that are shown to not belong to You or where
necessary permissions Recording or Publishing agreements or licenses are not in
place. We may require repayment of any sums paid to You in respect of such sales; and
13.3.5 You
will be held fully responsible for any illegal sales, illegal activity,
accounting and dealing with any third parties in such matters and will
indemnify Us and keep Us indemnified against all costs, liabilities and claims
arising out of such matters.
14 Your
Warranty to Us
14.1 You
warrant, agree and undertake that:
14.1.1 You
are over the age of 18 and you are not under any disability, restriction or
prohibition, whether contractual or otherwise with respect to Your right, power
and authority to enter into and perform this Contract and grant rights
expressed in this Contract to be granted to Us;
14.1.2 all
Recordings, and Materials you provide to Us are original to you and have not
been copied from any third party;
14.1.3 You
own or control all rights in the Recordings and Materials and that in respect
of any third party material embodied, you have obtained and will maintain at
all times all licenses, permissions, consents or other authorisations (and you
shall make any payments due in respect thereof) as are required to grant Us the
rights specified in this Contract;
14.1.4 the
Recordings and the Materials and the use thereof as contemplated under this
Contract do not and will not infringe any copyright, trademark, design,
database, publicly or other proprietary or intellectual property rights of any
third party;
14.1.5 the
Recordings and Materials do not include any material which is unlawful,
harmful, threatening, defamatory of any party, obscene, facilitates illegal
activity, harassing or racially or ethnically offensive;
14.1.6 the
Recordings and Materials do not contain any viruses or other programming
routines that would detrimentally interfere with computer systems or data;
14.1.7 You
shall have sole responsibility for the legality, reliability, integrity, accuracy
and quality of all data, including metadata and any publishing and performer
metadata, you submit to Us; and
14.1.8 you
will not engage in any activity to artificially manipulate the number of
streams you receive (such as through excessive looping or repeated plays).
15 INdemnity
You agree to indemnify Us in full against any
claims, actions, proceedings, liabilities, damages, losses, expenses or costs
(including reasonable legal fees and costs) suffered or incurred by Us as a
result of Your breach of any of the warranties or undertakings in the Contract,
or any claims by any third party including but not limited to for infringement
of any intellectual property rights.
16 SELF
PROMOTION
You are entitled to promote Your Recordings in any
form You choose, notwithstanding any
clause within this Agreement.
17 PIRACY
17.1
If you find unlawful copies of Your Recording being sold on the internet or within
stores, We will offer assistance on a basis mutually agreed in an attempt to
ensure all unlawful sales are stopped at the earliest opportunity.
17.2
Where we are involved in the removal of
illegal sales, You will be required to reimburse to Us any legal fees We have incurred.
18 ONLINE PLATFORM
18.1
We will allow You access to MyClientZone on which You can upload Your
Recordings, track its daily sales and streams, and use a number of tools to
help promote Your Recordings.
18.2
You agree that:
18.2.1 MyClientZone,
along with all tools contained within, is the sole property of Horus Music;
18.2.2 all
user names and passwords will remain confidential and will not be passed on to
any other party or company;
18.2.3 We will
not be liable for any services that may not be available on MyClientZone from
time to time or if MyClientZone is offline for a period of time;
18.2.4 You
will not attempt to change, modify, copy or interfere with the programming code
that operates MyClientZone;
18.2.5 You
will not attempt to break into secure areas of MyClientZone or access the
hosting servers or compromise MyClientZone’s security in anyway;
18.2.6 You
will not attempt to log into another user’s area;
18.2.7 You
will not show MyClientZone to any competitor of Ours;
18.3 We will ensure MyClientZone is kept secure and all assets
are backed up on a regular basis;
18.4 We have the right to suspend any access to
MyClientZone at any time; and
18.5 at
times We may make available additional Services via MyClientZone that are paid for Services. You will
not be charged for any Service that You have not opted into, however, if you do
opt in to take up additional Services We shall be entitled to withhold any
payment income should You owe Us any money for additional Services used but not
paid for.
19 Personal
Information
19.1 As part of the registration process and in
order to subscribe to Our Services You will have to provide Us with Personal
Information. Your submission of Personal Information to Us is governed by Our
Privacy Policy which is in accordance with the UK Data Protection Act 2018.
19.2
You agree that you have read Our
Privacy Policy and you agree that all Personal Information You provide Us with
is and will remain true, accurate and complete, and you will maintain and
update such Personal Information by emailing Us any changes to legal@horusmusic.global. We
will not be held liable for any errors contained in the Personal Information
submitted to Us by You;
19.3 You acknowledge and agree that We use
third party suppliers (not affiliated to Us) in order to provide all of Our
Services, this may require Your Personal Information to be sent to a third
party and some of these third parties may be located outside of the European
Ecomonic Area in countries which do not have adequate protection for Personal
Data. Such third party’s collection, use and disclosure of such information may
be governed by its own privacy policy and not by Our Privacy Policy. You
acknowledge and agree we will not be held liable for any failure by these third
parties to deal with Your Personal Information adequately.
19.4
You agree you have permission of others (including
but not limited to other band members, producers) that their Personal
Information may be used, processed and transferred to Us and to a 3rd
party (unrelated to Us) in order that we can provide the Service.
19.5
Should we receive a 3rd party
notification claiming You are infringing copyright, We will provide that
claimant with your email address so that they may contact you direct to try and
resolve the matter.
19.6 If you choose to make any of Your Personal Information identifiable or information publicly available, you do so at Your own risk and you acknowledge and agree we will not be held liable.
20
ASSIGNMENT,
TRANSFER AND SUBCONTRACTING
We may subcontract some of the
Services to another entity or to one of Our group companies. We may also
subcontract, assign and or transfer Our rights and obligations under the
Contract to another organisation. We will always notify you in writing if this
occurs, but this will not affect Your rights under this Contract.
21 Fair Usage
21.1 You agree that you will send Us Your Recordings only and that Your name is included in the Metadata. You may submit Recordings featuring other artists as long as one of those artist names is Yours. Your subscription for Services applies to You and You acknowledge this prevents You from sending Us Recordings of other Artists (which do not feature you) , friends or as part of any business.
21.2 We reserve the right to review Your
usage of the Services to determine if it is unreasonable or abnormal. We will
consider Your usage is unreasonable or abnormal if You send us over 3 albums
per year, 3 Eps per year, or 10 Singles per year.
21.3 You acknowledge and agree that if we
deem Your use of the Service to be unusual or abnormal (in comparison to levels
of usage engaged by others using Our Service) We will contact You (via the
email address provided on Your account) to inform You of Your usage. You accept
and agree that one of the outcomes may be that We suspend Your account
immediately together with Your use of the Services, or close Your account or
offer You another Service at a different tariff.
22 Events
outside our control
22.1 Neither Party shall be liable to the other for any breach of Contract caused by any act of God, war, revolution, riot, civil disturbance, strike, lock-out, flood, fire or other cause not reasonably within the control of that Party. We will still account for any sums payable to You unless the ability to do so is specifically affected. We will not be liable if any Recordings are refused by Digital Music Stores or removed from Digital Music Stores.
22.2 You will be responsible for checking Digital Music Stores and reporting back to Us any problems found. We will use Our reasonable endeavours to correct any problems reported to it to the extent it is with the control of Us to do so.
22.3 The terms and conditions of this Contract and its Annexes shall not be capable of variation except in writing signed by a representative of each Party.
22.4 You agree that you have taken legal advice before signing this Agreement.
22.5 Each Party agrees that it will not publish or disclose (except to its professional advisors) any information concerning the business or affairs of the other part which is marked confidential, or which the party should reasonably understand to be confidential, except information which becomes available to the public (other than as a result of a breach of this clause) or becomes available to the receiving party from other sources free of restriction as to its use or disclosure.
22.6 Nothing
herein shall be deemed to create a partnership between the Parties or the
relationship of employer / employee.
22 Governing Law and Jurisdiction
This
Agreement shall be governed by and construed in accordance with the laws of
England and Wales and the English Courts shall be the sole courts of
jurisdiction.
APPENDIX 1
HORUS MUSIC
CHARGES LIST
Horus
Charges List
If
additional work or Services are needed, then the following will be charged :
Physical
Releases
1. Returns of product (cost of items returned from
stores to Horus) - £1.00 for each unit.
2. Courier charges – Actual cost plus 20%.
3. Printing of EAN 13 barcodes and attaching to
physical items - £1.00 per unit.
Digital
Releases – Audio and Video
1. Corrections and changes to Metadata or artwork once
submitted and delivered to stores – One free change per month per artist, any
additional changes within the month are £10.00 per release.
2. Forced takedown of release due to piracy - £100.00
5. Digital conversion of audio Masters e.g. CD to WAV
- £50.00 per release.
6. Format conversion of videos up to five minutes -
£50.00 per video.
7. Renaming and correcting Metadata and files to Horus
specification for bulk uploading - £50.00 per release.
8. Re-delivery of Video Masters or changing Video Masters once delivered - £50.00 per Master.
Other Services
1. Writing a one / sales sheet (2 revisions allowed) -
£100.00 for each sheet created.
2. Amendments and additions to one sheets £10.00 per
amendment.
3. One Day Artwork design (with 2 revisions) - £150.00
4. Additional Artwork Revision - £25.00 per
hour.
5. Training to use client area – free for one hour.
6. Uploading to client area - £60.00 per audio master,
£75.00 for video.
A Unit is defined as a single
physical item or one digital configuration.
APPENDIX TWO
Digital
Files via Client Area
1. Horus will only accept 16 bit, 44.100 KHz or 24-bit,
44.100 kHz to 96 KHz WAV or FLAC audio files.
2. Horus video files for VEVO
should be a .mp4 HD video file. It should also be 1280x720, 1920x1080 or
3840x2160 px in size with no letter boxing or text overlay - unless it is a
lyric video. This should all be accompanied by a full res video still that will
be used as the thumbnail for the video and as such should be an accurate
representation of the video content. iTunes and Tidal have different
specifications which need to be adhered to, please ensure these are read prior
to release, details are available on request.
2. Artwork must be JPEG / JPG, 3000 x 3000 pixels, 300
dpi and RGB minimum. CYMK is not allowed.
3. Metadata to be completed in full
online.
4. The above specification is subject to change. The Licensor will be notified by electronic mail.