DOWNLOAD RECORDS TERMS & CONDITIONS
1. Rights
You grant to MSR Music Ltd ( t/a downloadrecords) a worldwide right
on behalf and under the authority of you to: (i) represent you for the
purpose of licensing the Recordings through MSR Music Ltd to third party
Digital Distribution Services and (ii) collect, administer, and distribute
proceeds from such Digital Distribution Services for uses of the Recordings
as authorized by MSR Music Ltd. The rights granted shall include sale
of all applicable permanent downloads, temporary downloads, interactive
streaming (both tethered and non-tethered) and non-interactive streaming
(both promotional and fee based).
2. Recordings
The Recordings are the sound recordings that you submit to MSR Music Ltd / Downloadrecords reserves the right to reject any Recordings, artwork or other material you submit. You agree to submit all Recordings and artwork, at your expense, in the formats required by MSR Music Ltd/Downloadrecords
3. Payments
(a) MSR Music Ltd/Downloadrecords will pay you one hundred percent (100%) of Net Income. Net Income will be via your bank account or PayPal account quarterly after receipt to MSR Music Ltd/Downloadrecords
(b) Net Income means MSR Music Ltd/Downloadrecords actual receipts from providers related to the sale of the Recording. Any objection relating to any accounting statement or any lawsuit arising there from must be made no later than one year after the date the statement is rendered, and you hereby waive any longer statute of limitations that may be permitted by law.
(c) Should you owe any amounts to MSR Music Ltd/Downloadrecords as a result of this agreement, MSR Music Ltd/Downloadrecords shall have the right to deduct all amounts from any Net Income otherwise then payable to you.
4. Third Party Obligations
You shall be solely responsible for the payment of any and all of the following: (i) all fees, income, monies, royalties or any other compensation due artists, producers, master recording copyright owners, and all other third persons whose performance is embodied in a master sound recording or is otherwise involved in the creation of the master sound recording that is included in the Recordings; (ii), all mechanical royalties payable to publishers, publishing administrators, writers and co-writers of musical compositions that are included in the Recordings; (iii) all payments that may be required under any collective bargaining agreements applicable to the master sound recordings and musical compositions that comprise the Recordings; and (iv) any other fees, compensation, royalties or other monies due and or payable with respect to the artwork, metadata, trademarks and logos in the Recordings or materials provided by you to MSR Music Ltd/Downloadrecords
5. Warranties; Representations; Indemnities
You warrant and represent that you have the right and authority to enter into this agreement and to grant to MSR Music Ltd/Downloadrecords all rights specified; all of the Recordings, including any sampled third party material embodied therein, artwork, metadata and any other materials furnished by you to MSR Music Ltd/Downloadrecords or relating to the Recordings are owned or controlled by you and shall not infringe on the copyrights or other rights of any person or entity; and that MSR Music Ltd/Downloadrecords shall have the right to exploit same in all manner hereunder free from adverse claim and without any obligation to make any payment of any nature to any person or entity. You shall defend and indemnify MSR Music Ltd/Downloadrecords against any third party claims or expenses and losses resulting from breach, or a claim which if true would constitute a breach of your warranties, including attorneys' fees and litigation expenses. MSR Music Ltd/Downloadrecords shall give you prompt notice of any claim and you shall defend MSR Music Ltd/Downloadrecords at your expense with counsel approved by MSR Music Ltd/Downloadrecords (which approval shall not be unreasonably withheld). If a claim is made MSR Music Ltd/Downloadrecords shall have the right to withhold any Net Income otherwise then payable to you hereunder in an amount reasonably related to the claim and potential expenses. Any settlement shall be subject to MSR Music Ltd/Downloadrecords prior written approval.
Distribution fees:
Pro lite Music Distribution Basic £40.00 per track per release
Pro + Plus £50.00 per track per release.
All fees must be paid prior to company delivery of any material to third parties. All fees are non-refundable.
6. Term
The Term of this agreement shall be for a period of six (6) months commencing on the date hereof. Unless you notify Company via written notice of your desire to terminate the Term thereafter, the Term shall automatically be renewed on a month-to-month basis thereafter. In the event of any such notice of termination, MSR Music Ltd/Downloadrecords shall have twenty (20) business days to notify all digital internet consumer stores to remove your Recordings from their sites and applicable services.
7. Confidentiality
The parties acknowledge and agree that in the course transacting business under this agreement each party may become aware of certain confidential information related to the other's business and business practices. Except to the extent that such information is otherwise generally available to third parties or is required to be divulged by operation of law, the parties agree to keep such information confidential.
8. Other Agreements
You agree that the terms of this agreement shall be subject to any applicable terms and conditions of the agreements MSR Music Ltd/Downloadrecords enters into with respect to certain sublicensing agreements with various consumer outlets.
9. Miscellaneous
(a) MSR Music Ltd/Downloadrecords cannot guarantee exploitation of the Recordings, which will depend on consumer preference. This agreement does not create a partnership or joint venture. This agreement constitutes the entire agreement between you and MSR Music Ltd/Downloadrecords pertaining to its subject matter and may not be changed, waived, discharged or terminated except in writing signed by you and MSR Music Ltd/Downloadrecords.
(b) Neither party shall be deemed in breach of this agreement unless the other party has given the breaching party notice, and the breaching party has failed to cure such breach within 30 days after receipt of such notice. In no event shall any breach entitle either party to rescind the rights granted hereunder, but rather the aggrieved party shall only be entitled to damages reasonably related to the breach concerned and no penalty shall be awarded to either party.
(c) This agreement shall be governed by the laws of United Kingdom which apply to agreements entered into and wholly performed in the UK.
Download Records is a trading name of MSR Music Ltd address :
78 Alcester rd, Moseley, Birmingham B13 8BB
England, UK.
reg No 05346003