Artist Subscription Agreement
Distribution Terms and Conditions
Please read the following carefully before agreeing
By clicking “I Accept the Terms and Conditions” on My Client Zone, you accept these Distribution Terms and Conditions Agreement on behalf of yourself or Your Company.
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’.
This Agreement is made on the date the Artist ticked the box stating they “accept the terms and conditions” and each time they submit a new release.
As you are entering into this Contract as an Artist potentially for and on behalf of other band members 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 to enter into this Contract;
· you have evidence that you have obtained the written consent from any copyright owners of any samples or remixes included within the Recordings;
· you have evidence that you have gained the written consent or applicable licenses from the authorised agents or the copyright owner/s of the Original Songs to provide any cover version of the Recordings.
BACKGROUND
Horus Music offers 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 Digital, Physical 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 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’ meaning all monies, fees and royalties received by Horus Music from the sales of the Recordings;
‘Intellectual Property’ meaning 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’ being any materials used to promote the Recordings including but not limited to artwork, trademarks, logos, cd covers, pictures, video clips, artists name, biographies, lyrics to songs, digital booklets, and press releases;
‘Metadata’ is the 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;
‘Moral Rights’ means recognising an author's interest in controlling the use of their creative work. They include the rights of:
· attribution, meaning the right to be credited as the author of a work.
· integrity, meaning the right to control some modifications to and destruction of a work.
Moral rights are related to but distinct from copyright, which protects the economic interests of copyright owners. Moral rights protect noneconomic rights of the work's creator.
‘MyClientZone’ (“MCZ”) is 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.
‘Net Revenues’ meaning Horus’s actual receipts from Our distribution partners less any tax, fee or other charge related to the sale of the Recordings;
‘Personal Data’ is 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’ is defined as 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’ is 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’ is in relation to Your use of the websites www.horusmusic.global and Myclientzone.com, including but not limited to distribution of the Recordings to Digital Stores throughout the Territory and/or any purchase of the Services on the websites or as detailed in Appendix 1;
‘Streaming Manipulation’ is any activity and/or method which involves the artificial creation, by human or non-human means, of online or offline plays on audio and/or audio-visual streaming services, where such plays do not represent bona fide end-user listening and/or views initiated by genuine consumers and taking place in the reporting country. Streaming Manipulation may involve or include, but is not limited to, increasing, generating or manipulating play counts, sales, follow counts, engagement activity, or other key metrics used by the Services and/or any Consumer Store, through the use of (A) bots, scripts, viruses, worms or any other computer codes, files, programs or automated processes; and/or (B) click-farms, troll-farms, inauthentic accounts, shared account information, or virtual private networks. Streaming Manipulation can be the result of activities undertaken with respect to either individual or groups of recordings in order to artificially improve chart positioning, increase market share, increase royalty or other payments, or for any other fraudulent or dishonest purposes.
‘Subscription Fee’ refers to the annual amount payable by the Artist to Horus Music for the distribution of the Recordings to Digital Music Stores worldwide. The Subscription Fee is as set out on the Horus music website www.horusmusic.global
‘Territory’ being the World for delivery of digital Recordings and the UK for physical Retail Outlets. If You require territorial restrictions for an individual release, this should be included in the metadata at the point of submission.
TERM
1. Unless cancelled or terminated in accordance with the Contract the initial term of this Contract will be 12 months from the date You upload the 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 request must be put in writing with your profile name to alr@horusmusic.co.uk
2. We recognise that as an Artist You may hold licenses to Recordings which may expire during the Term. For those Recordings where the License expires during the Term We will take those Recordings down should you request Us to do so by emailing alr@horusmusic.co.uk
OUR RIGHT TO CHANGE THE TERMS OF THE CONTRACT
3. 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 accessing 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.
GRANT OF RIGHTS TO HORUS MUSIC
4. 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 the Recordings and all Services associated with such distribution, You grant Us, and Our subcontractors an exclusive, irrevocable, transferrable license throughout the Territory (with a right to sublicense) during the Term to:
a) 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;
b) use the Recordings for other purposes such as Ringtones in so doing communicating to the public your Recordings in the form of ringtones (and ringback) 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;
c) carry out Metadata corrections where required;
d) create ID files to identify the Recordings on Digital Music Stores servers;
e) authorise Digital Music Stores to use, perform and make available the names of your artists/bands and their trademarks, service marks or trade names relating to their band and the name, images and likeness of them 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;
f) offer royalty free periods to platforms as a form of promotion for the platforms to generate new users;
g) offer platforms preview clips;
h) to offer the Recordings to video sharing social networking services (including but not limited to Tik Tok) where the Recordings may be added to user generated content. In relation to this You agree to waive and agree never to assert any and all moral rights or to support, maintain or permit any action based on any moral rights this applies to. You also procure that anyone else contributing to those Recordings have also waived their Moral Rights in relation to those Recordings. You understand any use of the Recordings in this way may be used in perpetuity;
i) 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.
5. The above clauses are subject to you complying with the obligations under clauses 7 to 10 below.
DISTRIBUTION
6. 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 or within the rules published by the platforms.
7. The agreements between Us and the Digital Music Stores shall determine the terms on which the 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 the Recordings and We cannot guarantee that the Recordings, or any part, will be exploited by the Digital Music Stores.
YOUR OBLIGATIONS TO US
8. 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;
9. 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.
10. You will:
a. upload the Recordings via MyClientZone;
b. 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;
c. ensure Recordings that contain swearing, lyrics of sexual nature or criminal nature are identified to Us at the time of delivery as “explicit content”;
d. liaise with Us to promote the Recordings subject to prior commitments;
e. raise any technical issues or store problems with Us by e-mail to alr@horusmusic.co.uk at the earliest opportunity; and
f. not create multiple profiles on MCZ
YOUR OBLIGATIONS TO OTHERS
11. You are solely responsible for ensuring that You have secured and paid for digital mechanical, public performance and any 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. 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 the 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.
12. In addition to Your obligations in 10 above, You agree that You have obtained consent (as appropriate) as follows:
a. from each member of the group, band, publisher, producer, engineer, performer, session musician (as appropriate) to enter into this Contract;
b. written consent of any publisher or record company to distribute the Recordings;
c. written consent from the copyright owners of any samples or remixes included within your Recordings; and
d. written consent from the copyright owner/s of the Original Song to provide any cover version Recording/s.
13. You agree that you shall not use the Platform to transmit, route, provide connections to or store any material that infringes copyrighted works or otherwise violates or promotes the violation of the intellectual property rights of any third party. You acknowledge and agree that Horus may disable access to and/or terminate your account and/or remove or disable access to any Recordings or any associated materials you provide to Horus in the event that Horus receives any claim.
14. You agree not to engage in (or permit, or encourage, any third parties to engage in), activities that, Horus shall deem (having sole discretion), constitute Streaming Manipulation and should be aware that Streaming Manipulation may be the result of the actions of a third party, such as a promotion or marketing company, record label, acting on behalf of an artist or on its own behalf. You are encouraged to investigate and vet any companies or individuals you may enlist, retain, or employ to promote or market your music, as you may be liable for Streaming Manipulation perpetrated by a third party on your behalf. For the avoidance of doubt, any Streaming Manipulation done by a third party on your behalf or that relates to your Recordings will result in breach of contract, some of the Digital Music Stores that use your Recordings may also have policies related to fraud and suspected fraudulent activities and you agree that it is your responsibility to become aware of and follow such policies, and such policies shall be binding upon you as if they were a part of this contract.
15. In the event that We have, in Our good faith discretion, good reason to suspect that your account or Recordings have been subjected to, involved in, or generated revenue from: breaching the terms of this contract, fraud; infringement of copyright, trademark, right of publicity or any other intellectual property right; failure to comply with any third-party license requirement; or Streaming Manipulation (‘Inappropriate Conduct’), Horus reserves the right to (i) discontinue the posting of income, including any Net Income or other payments to your account, (ii) block your ability to otherwise withdraw funds until resolution of the suspect activities to the satisfaction of Horus is obtained, and (iii) remove any or all of your Recordings from any or all Digital Music Stores. You further agree that such revenues will be forfeited by you if Horus determines, in its good faith discretion, that your account or Recordings have been subjected to, involved in, or generated revenue from Inappropriate Conduct. You also agree Horus may share your personal information with 3rd parties who may claim that Inappropriate Conduct has occurred.
16. You agree:
a. to provide Horus with any information reasonably requested by Horus as part of its investigation into any Inappropriate Conduct;
b. that if a Platform notifies Horus that the Your Recordings have generated revenue, plays, or streams as a result of Inappropriate Conduct, such notice will serve as sufficient evidence for Horus to determine, in its good faith discretion, that such revenues or plays are the result of Inappropriate Conduct;
c. upon Horus’s determination that your account or Recordings have been subjected to, involved in, or generated revenue from Inappropriate Conduct, you agree that all revenue in your account that has been frozen by Horus is forfeited, regardless of whether it was generated from any specific Recording(s) or Platform;
d. that Horus’s good faith determination of Inappropriate Conduct can be based on streaming or other activity that is the same or similar to cases that Horus has previously determined involved Inappropriate Conduct;
e. the payment of revenues to You by Horus does not constitute Horus’s acknowledgement that such revenues were not the result of Inappropriate Conduct;
f. Horus has no duty to investigate Inappropriate Conduct unless and until it freezes revenues in your account;
g. if Horus determines that revenues generated to your account are the result of Inappropriate Conduct, and such revenues have already been paid out to you, you agree to return such revenues to Horus;
h. that You will not be entitled to reimbursement for any fees paid by You to Horus in the event Horus disables access to Your account, the Recordings and/or any other Materials provided by You to Horus, or to any revenues forfeited by You in accordance with this clause;
i. to the extent that Horus, in its good faith discretion, determines that any Inappropriate Conduct was caused by You or your affiliates’ actions or omissions or by any third party acting on your behalf or at your direction, any costs incurred by You (including legal fees and expenses) in connection therewith may, in addition to its other remedies, be deducted by Horus from any monies otherwise payable to You including but not limited to a £100 take down fee per track;
j. if in Our reasonable business judgment We elect to obtain legal advice to review potential Inappropriate Conduct or review and/or respond to any third-party allegation of Inappropriate Conduct by You or associated with Your account or Recordings, We shall, in Our sole discretion, have the right to deduct from Your account or charge any alternate payment method you provide to Horus (such as a PayPal account, credit card or debit card) the cost of such engagement; and
k. We shall have the right, but not the obligation, to review and/or monitor any activity and Recordings uploaded by you. Horus may investigate any complaints or any reported violation of its policies and may take any action that it deems appropriate. Such action may include, but is not limited to, issuing warnings, suspension, or termination of service, denying access and/or removal of any Recordings and Materials you may have uploaded. You agree that We reserve the right and may terminate your account in Our sole discretion for any reason and at any time, including if, in Our good faith discretion, you are believed to have engaged in Inappropriate Conduct.
HORUS MUSIC’S OBLIGATIONS TO YOU
17. We will:
a. 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 9b A list of Our partner Digital Music Stores and partner Retail Outlets will be provided on request. We endeavour to have MyClientZone available 24 hours per day but on occasion we may have to carry out maintenance or upgrades which may affect the availability of MyClientZone;
b. pay You 100% of Your Net Revenues;
c. use reasonable endeavours to have the 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;
d. take all reasonable precautions to ensure that piracy and pre-release of the Recordings are minimised;
e. keep secure all Recordings, Materials and Sales Sheets delivered to Us;
f. create track Metadata where needed where this is not supplied by You; and
g. 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.
18. 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.
19. 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.
20. Nothing in clause 18 limits or excludes Our liability for fraudulent representations made by us or death or personal injury caused by Our negligence or wilful misconduct.
21. Unless no digital Recording has been created or it has been otherwise agreed in writing prior to release, Horus Music will not physically distribute to Retail Outlets without also distributing the digital equivalent to Digital Music Stores.
22. We will endeavour to respond to written communication within 48 hours between Monday to Friday, excluding public holidays.
YOUR OBLIGATIONS
23. You agree that you shall not use the Platform to transmit, route, provide connections to or store any material that infringes copyrighted works or otherwise violates or promotes the violation of the intellectual property rights of any third party. You acknowledge and agrees that Horus may disable access to and/or terminate your account and/or remove or disable access to any Recordings or any associated materials you provide to Horus in the event that Horus receives any claim.
24. You shall not engage in (or permit, or encourage, any third parties to engage in), activities that, Horus shall deem (having sole discretion), constitute Streaming Manipulation and should be aware that Streaming Manipulation may be the result of the actions of a third party, such as a promotion or marketing company, record label or music distributor, acting on behalf of an artist or on its own behalf. You are encouraged to investigate and vet any companies or individuals you may enlist, retain, or employ to promote or market your music, as you may be liable for Streaming Manipulation perpetrated by a third party on your behalf. For the avoidance of doubt, any Streaming Manipulation done by a third party on your behalf or that relates to your Recordings will result in breach of contract, some of the Digital Music Stores that use your Recordings may also have policies related to fraud and suspected fraudulent activities and you agree that it is your responsibility to become aware of and follow such policies, and such policies shall be binding upon you as if they were a part of this contract.
25. In the event that We have, in Our good faith, discretion or good reason to suspect that your account or Recordings have been subjected to, involved in, or generated revenue from: breaching the terms of this contract, fraud; infringement of copyright, trademark, right of publicity or any other intellectual property right; failure to comply with any third-party license requirement; or Streaming Manipulation (‘Inappropriate Conduct’), We reserve the right to:
a. discontinue the posting of income, including any Net Income or other payments to your account;
b. block your ability to otherwise withdraw funds until resolution of the suspect activities to the satisfaction of Horus is obtained; and
c. remove any or all of your Recordings from any or all Digital Music Stores.
26. You further agree that such revenues will be forfeited by you if We determine, in Our good faith discretion, that your account or Recordings have been subjected to, involved in, or generated revenue from Inappropriate Conduct. You also agree We may share your personal information with 3rd parties who may claim that Inappropriate Conduct has occurred.
27. You agree:
a. to provide Us with any information reasonably requested by Horus as part of its investigation into any Inappropriate Conduct;
b. that if a Platform notifies Us that Your Recordings have generated revenue, plays, or streams as a result of Inappropriate Conduct, such notice will serve as sufficient evidence for Us to determine, in its good faith discretion, that such revenues or plays are the result of Inappropriate Conduct;
c. upon Our determination that your account or Recordings have been subjected to, involved in, or generated revenue from Inappropriate Conduct, you agree that all revenue in your account that has been frozen by Us is forfeited, regardless of whether it was generated from any specific Recording(s) or Platform;
d. that Our good faith determination of Inappropriate Conduct can be based on streaming or other activity that is the same or similar to cases that Horus has previously determined involved Inappropriate Conduct;
e. the payment of revenues to You by Us does not constitute Our acknowledgement that such revenues were not the result of Inappropriate Conduct;
f. We have no duty to investigate Inappropriate Conduct unless and until it freezes revenues in your account;
g. if We determine that revenues generated to your account are the result of Inappropriate Conduct, and such revenues have already been paid out to you, you agree to return such revenues to Us;
h. that You will not be entitled to reimbursement for any fees paid by You to Us in the event We disable access to Your account, the Recording(s) and/or any other Materials provided by You to Us, or to any revenues forfeited by You in accordance with this clause;
i. to the extent that We, in Our good faith discretion, determine that any Inappropriate Conduct was caused by You or your affiliates’ actions or omissions or by any third party acting on your behalf or at your direction, any costs incurred by Us (including legal fees and expenses) in connection therewith may, in addition to its other remedies, be deducted by Us from any monies otherwise payable to You, including but not limited to a £100 take down fee per track;
j. if in Our reasonable business judgment We elect to obtain legal advice to review potential Inappropriate Conduct or review and/or respond to any third-party allegation of Inappropriate Conduct by You or associated with Your account or Recording(s), You shall, in Your sole discretion, have the right to deduct from Your account or charge any alternate payment method you provide to Us (such as a PayPal account, credit card or debit card) the cost of such engagement; and
k. You shall have the right, but not the obligation, to review and/or monitor any activity and Recording(s) uploaded by you. You may investigate any complaints or any reported violation of its policies and may take any action that it deems appropriate. Such action may include, but is not limited to, issuing warnings, suspension or termination of service, denying access and/or removal of any Recording(s) and Materials you may have uploaded. You agree that You reserve the right and may terminate your account in its sole discretion for any reason and at any time, including if, in Your good faith discretion, you are believed to have engaged in Inappropriate Conduct.
CHARGES
28. 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.
29. 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.
TERMINATION
30. 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 you agree to forfeit the remaining year’s subscription cost and that all your recordings will be taken down.
31. If any Recording that is distributed by Us is also found to be distributed by another company, You will need to issue a takedown 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.
32. This Agreement may be terminated in its entirety by either Party on notice if:
a. the other Party goes into a voluntary or compulsory liquidation, a reconstruction for the benefit of creditors or, being an individual, is declared bankrupt;
b. You do not provide correct communication details, breach 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 do anything that could cause harm to Us or Our partners;
c. 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
d. 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.
33. We may terminate this Contract without notice and or withhold any payments should any behaviour by You be deemed by Us to be fraudulent, threatening, or disrespectful.
34. 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 the Recordings from their platforms and we shall cease all exploitation, use and distribution of the Recordings but we cannot be responsible for third- party exploitation after the removal instruction has been sent.
35. 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.
36. We reserve the right, acting in Our sole discretion, to reject Recordings or any associated Materials sent received from You.
ACCOUNTING:
37. We will pay You one hundred per cent (100%) of Net Revenue, and We will account to You on a monthly basis within thirty (30) days following the end of each calendar month.
38. 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 six (6) months of the statement date. Failure to notify within this period will constitute acceptance of the statement in its entirety.
39. 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.
40. 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). If the amount due is less than ten Pounds Sterling £10 the total amount will be rolled over until the minimum amount has been reached.
41. You will pay Your own bank fees.
42. We will pay You via Western Union, or PayPal but we may change Our payment provider from time to time.
43. 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:
a. 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).
b. 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.
44. 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.
45. We shall have the right to suspend payments of royalties and income for a reasonable period (up to a maximum of thirty six (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.
46. We shall make payment to you using the banking details registered to MCZ. If the details in MCZ turn out to be wrong, we shall not be liable to make the payment again. It is the Artists responsibility to check that the payment details on MCZ are correct.
TAXATION
47. 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.
48. 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.
49. If you are based in Europe You must still supply Us with a VAT number if registered however no VAT is payable.
RIGHTS OF THIRD PARTIES (EXCLUSION)
50. 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.
INTELLECTUAL PROPERTY
51. All Intellectual Property Rights in the Recordings and Materials are reserved to You.
52. You grant a license to Us for use of the Intellectual Property Rights in the Recordings and Materials for the relevant Term(s) and agree to indemnify Us against any third-party claims for infringement of such Intellectual Property Rights resulting from this license.
53. If a third party alleges that any Recording submitted for distribution by You is infringing their copyright, Recording or publishing right:
a. You will notify Us of such allegation immediately by emailing Us at legal@horusmusic.global and asking for Our comments within twenty-four (24) hours. The party who has made the allegation must be copied in;
b. You will be required to provide Us with the necessary documentation proving You hold all necessary rights in the Recording within twenty-four (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;
c. 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;
d. 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
e. 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.
YOUR WARRANTY TO US
54. You warrant, agree and undertake that:
a. You are duly authorised to enter into this Contract;
b. all Recordings, and Materials you provide to Us are original and have not been copied from any third party;
c. 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;
d. 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;
e. 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;
f. the Recordings and Materials do not contain any viruses or other programming routines that would detrimentally interfere with computer systems or data;
g. 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
h. you will not engage in any activity to artificially manipulate the number of streams you receive (such as through excessive looping or repeated plays).
INDEMNITY
55. 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, Artificial Streaming or any other Inappropriate Conduct.
56. In the event we need to invoke this indemnity for any reason, Horus have the right to withhold all royalties for as long as necessary until that lawful reason has been settled. You will be notified in writing.
SELF PROMOTION
57. You are entitled to promote the Recordings in any form You choose, notwithstanding any clause within this Agreement.
PIRACY
58. If you find unlawful copies of the Recordings 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.
59. Where we are involved in the removal of illegal sales, You will be required to reimburse to Us any legal fees We have incurred.
60. If Horus has assisted you in any capacity with pursuing any infringement claim and you receive any royalty recovery, Horus shall be entitled to retain 50% of any payment made in settlement of any copyright claim (after deduction of legal fees) received from any site or store.
ONLINE PLATFORM.
61. We will allow You access to MyClientZone on which You can upload the Recordings, track its daily sales and streams, and use a number of tools to help promote Your Recordings.
62. You agree that:
a. MyClientZone, along with all tools contained within, is the sole property of Horus Music;
b. all usernames and passwords will remain confidential and will not be passed on to any other party or company;
c. 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;
d. You will not attempt to change, modify, copy or interfere with the programming code that operates MyClientZone;
e. You will not attempt to break into secure areas of MyClientZone or access the hosting servers or compromise MyClientZone’s security in anyway;
f. You will not attempt to log into another user’s area;
g. You will not show MyClientZone to any competitor of Ours;
63. We will ensure MyClientZone is kept secure and all assets are backed up on a regular basis.
64. We have the right to suspend any access to MyClientZone at any time.
65. 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.
PERSONAL INFORMATION
66. 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.
67. 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 and it is your responsibility to check this Personal Information with the individuals whose personal information you send to us (including but not limited to explicit consent from artists /bands, session musicians, producers, performers, engineers, remixers, photographers, videographers).
68. 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 the Personal Information you send to us to be sent to a third party and some of these third parties may be located outside of the European Economic 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 the Personal Information adequately and you agree you will gain the explicit consent from the individuals whose personal information you send to us (including but not limited to explicit consent from artists /bands, session musicians, producers, performers, engineers, remixers, photographers videographers) to the transfer of their Personal Information in this manner.
69. 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.
70. Should we receive a 3rd party notification claiming any Recordings you have provided us with infringe copyright, or are suspected of Artificial Streaming or other Inappropriate Conduct, We will provide that claimant with your email address so that they may contact you directly to try and resolve the matter.
71. If you choose to make any of the 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.
ASSIGNMENT, TRANSFER AND SUBCONTRACTING
72. 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.
FAIR USAGE
73. You agree that you will send Us Your Recordings only and that Your Artist 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.
74. 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 5 albums per year, 7 Eps per year, or 24 Singles per year.
75. 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, close Your account or offer You another Service at a different tariff.
EVENTS OUTSIDE OUR CONTROL
76. 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.
77. 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.
78. 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.
79. You agree that you have taken legal advice before signing this Agreement.
80. 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.
81. Nothing herein shall be deemed to create a partnership between the Parties or the relationship of employer / employee.
NOTICES
82. Except as otherwise expressly provided in this Contract, any notices sent under this Contract will only be acted upon by Us if sent from one of the 3 email addresses you entered on MyClientZone.
THIRD PARTIES
83. The Parties confirm that nothing in this Contract shall confer on any third party any benefit or any right to enforce any term of this Contract for the purposes of Contracts (Rights of Third Parties) Act 1999.
MISCELLANOUS
84. We may request additional identification documentation (passport, driving license etc) from You at any time, failure to provide such documentation could result in this contract being terminated, If We request identification documentation, We will keep it in a secure place for the duration of Your Contract. You agree that the appropriate consents will be obtained from Your Artists as identified in clause 11 and We may request to see contractual documentation to confirm that the appropriate consents have been obtained.
85. If any part or any provision of this Contract shall to any extent prove invalid or unenforceable in law, including the laws of the European Union, the remainder of such provisions of this Agreement shall remain valid and enforceable to the fullest extent permissible by law, and such provision shall be deemed to be omitted from this Agreement to the extent of such invalidity or unenforceability. The remainder of this Agreement shall continue in full force and effect and Parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid, legal and enforceable provision which has an effect as close as possible to the provision or terms being replaced.
86. This Contract including its Schedules supersedes all other agreements and understandings, whether written or oral, between the Parties about the project and constitutes the entire agreement between the parties.
87. This Contract is not intended to establish, and shall not be construed by either Party in the future as having established, any form of business partnership between themselves. Moreover, neither Party shall use the other’s name, crest, logo or registered image for any purpose without the express permission of the other Party.
Governing Law and Jurisdiction
88. 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, artwork or audio Masters 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
3. Digital conversion of audio Masters e.g. CD to WAV - £50.00 per release.
4. Format conversion of videos up to five minutes - £50.00 per video.
5. Renaming and correcting Metadata and files to Horus specification for bulk uploading - £50.00 per release.
6. 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. You will be notified by electronic mail.