Terms And Conditions

Downloader
Band/artist

Version: 2008-04-01

Digital download and streaming agreement with Artist not signed to label/recording or other agreement

Between We7 Ltd of Manches Building, 9400 Garsington Road, Oxford Business Park, Oxford, OX4 2HN and you, the Artist

This Heads of Agreement will form the basis of the full contract between the two parties until such time as replaced by a long form contract.

In consideration of the following mutual promises, covenants and conditions, the parties agree as follows:

Rights Granted by Artist to We7 Ltd

To reproduce, digitise, encode or otherwise format musical recordings delivered by you or on your behalf to We7 Ltd ("Licensed Content");
To electronically distribute Licensed Content through Internet-based networks (whether now known or hereafter devised) such Electronic Distribution shall include Ad-Supported and/or Non Ad-Supported downloads and/or streams (in whole or in part) on We7 controlled sites with or without DRM and/or reputable third party meta data ("Electronic Distribution");
To display artwork, names, likeness, logos, associated marks and biographies of Artist ("Licensed Marks");
Subject to informing you in advance Electronically Distributing Licensed Content via affiliate or third party partner services;
To embed advertisements into Licensed Content and/or combine Licensed Content with advertisements or promotional material for the products and services of one or more third parties.

Exclusivity of Licence

Non-Exclusive

Licensed Content & Meta Data Delivery

As supplied to We7 Ltd by you by way of the Online Submission Form or by way of any other delivery mechanism approved by We7 Ltd.

Your representations, warranties and indemnity

You represent and warrant to We7 Ltd as follows:

You own and/or control all rights, title and interest in and to the Licensed Content and the Licensed Marks and have secured all third party rights, permissions and consents required so that We7 Ltd may exploit the rights granted hereunder.
You waive (and have procured a waiver from any relevant content creator and contributor of the Licensed Content) any "moral rights" or any similar/analogous law or decision in any country of the world.

You fully indemnify We7 with respect to any claim, liability or loss which arises out o a breach of your representations, warranties or obligations hereunder.

Territories

Worldwide rights granted unless territory restrictions specified by you

Fees Payable

See Schedule A

Third party payments/Publishing

We7 Ltd responsible for any applicable mechanicals and performance payments that may be due directly to collection societies.
Aside from the above and the Fees payable to you as detailed under Schedule A, We7 is not responsible for any other payments and you are solely responsible for the payment of any other royalties, fees or payments due to any party for the exploitation of any of the rights granted to We7 Ltd hereunder.
We7 shall not be obliged to pay any other third party any payments but if it does then it shall be entitled to deduct such amount from the amount payable to you hereunder.

Term

Initial Term of 1 year thereafter 3 months written notice required for termination by either party at any time.

Accounting

Royalty accounting report to be delivered within 45 business days following each calendar quarter.
Payment to be made concurrently with delivery of Royalty accounting report subject to the right to withhold a reasonable reserve element against returns, credits and anticipated third party mechanical and performance payment obligations.
Self Billing agreement, Online Submission Licensed Content form required before payment. Payments to be made via Paypal unless mutually agreed otherwise.

Right to transfer Licence

All rights granted to We7 Ltd hereunder maybe transferred (in whole or in part) to one or more successor parties (i.e. any prospective individual party purchasing all or part of We7's shares or assets) by We7 Ltd.

Warranty Exclusions/Limitations of Damages

We7 shall not be liable (whether in tort, contract or otherwise) for any indirect, special, incidental, punitive or consequential damages.
No warranty, condition, undertaking or term, express or implied, statutory or otherwise (past or present) as to the condition, quality, merchantability, security or fitness for a particular purpose of any products, services or other items furnished under this agreement is given to or should be assumed by you and any such warranties, conditions, undertakings or terms are hereby excluded.

Schedule A - Fees

Event type	Fee Payable
Ad-Supported Licensed Content Download ("Ad-Funded Download")	Greater of 50% Net Revenue or 3p per download
Non Ad-Supported Licensed Content Download ("Paid-for Download")	Greater of 60% Net Revenue or 10p per download
Ad-Supported Licensed Content Stream ("Ad-Funded Stream")	Greater of 50% Net Revenue or 0.25p (quarter-pence) per stream

Net Revenue Calculation

Gross Revenue received less:

VAT/Sales taxes (at applicable local rates)
Mechanical/Performance payments (at applicable local rates)
Bandwith cost at 2% of "Gross Revenue minus VAT/Sales tax"
Any applicable credit card/debit card charges
Any other expenses and/or charges incurred attributable to Licensed Content

This contract contains the entire understanding between Artist and We7 Ltd and is governed by the laws of England whose courts shall have exclusive jurisdiction. From time to time we may alter or amend certain sections of this agreement. In such circumstances we shall email you with a copy of the amended agreement ("the Amended Agreement") to the email address that you have notified to us and provide you with 28 days notice during which time you shall have the right to not accept any such amended terms. If during such 28 day notice period you do not reject any such amended terms then they shall be deemed accepted and the Amended Agreement shall supersede and replace this Agreement.

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