​The terms and conditions in this document represent the standard terms and conditions on which 1813 may agree to distribute recordings but 1813 will not be bound by this document unless and until 1813 has sent you an email specifically accepting to be so.

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KEY DEFINITIONS: “1813” is 1813 Limited (Company Number 15816604); “You” is the individual or legal entity which registered your application via the 1813 website and, to the extent you are a legal entity, "You" shall also mean any data subject (from within your organisation) whose personal data is shared with us at any time; “Territory” is World, unless otherwise specified by you when uploading Recordings via the Product Uploader in the 1813 Portal; “Term” commences on the date 1813 sends to you an email agreeing to be bound by these Terms & Conditions and continues until terminated by either party on 30 days’ written notice; “Recordings” is all audio and/or audio‐visual recordings delivered by you in your sole discretion to 1813 during the Term, including via the Product Uploader; “Your Revenue Share” is 85% of Revenue and “1813’s Revenue Share” is 15% of Revenue; and “Accounting” is monthly, within 45 days of the end of each calendar month.

Rights

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You grant to 1813 on behalf of all of the relevant rights holders the rights below in and to the Recordings throughout the Territory during the Term (“Rights”):

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• “Digital Distribution”, being the exclusive right to make copies of, distribute, sell, make available and otherwise use all or any part of the Recordings by way of digital distribution and/or transmission online and by way of mobile application (including by way of downloading, interactive and non‐interactive streaming, webcasting and monetising user generated content), save that in the event you notify 1813 that you do not grant 1813 the right to monetise user generated content via the YouTube platform, such notification to be given via the 1813 Portal or via your application via the 1813 website, 1813 will not monetise user generated content via the YouTube platform. For the avoidance of doubt, all other grant of rights given by you to 1813 under this Agreement will remain in full force and effect.; and

• the following non‐exclusive rights in connection with and intended to give effect to the other Rights (and the following materials are “Ancillary Materials”): to perform, communicate or broadcast all or any part of the Recordings for promotion of the Recordings only; to reproduce and use the approved artist / label’s name, professional name, logos, trade and service marks, trade names, photographs, likenesses, images, biographies or URLs, and all artwork and materials provided by you, or otherwise created, for use in connection with this Agreement and in connection with the promotion of the 1813 business (1813 acting reasonably in all cases); if not provided by you, to obtain for and assign to the Recordings ISRC and EAN/UPC‐A codes (as needed); and to digitise and encode the Recordings and related materials into digital files (including any related processes, such as fingerprinting), to make any necessary modifications to the Recordings and related materials in connection with such digitisation and encoding, and to store and manage such files.  “Artist” will be the recording artist whose performances are embodied in the Recordings delivered by you and if you deliver Recordings by various artists, “Artist” will be all recording artists whose performances are embodied in any Recordings delivered by you (and each is an “Artist”).

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You retain copyright ownership of all Recordings and expressly reserve all rights in and to the Recordings and Ancillary Materials not expressly granted to 1813. 1813 exercises the rights granted to it as principal and not as an agent. 1813 is not obliged to distribute Recordings Delivered by you (including if a Recording is technically unsatisfactory or inappropriate in any way) but 1813 will promptly notify you of any decision not to distribute and all Rights in the relevant Recording will revert to you on notification. 1813 will use reasonable commercial efforts to credit artist where possible in line with industry practice in connection with commercial release of the Recordings but 1813, its licensees and agents will not be in breach of this Agreement for any failure to credit. 1813 will use reasonable commercial efforts to rectify any such failure prospectively following notice, where rectification is feasible, practical and within 1813’s control.

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Delivery

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You are solely responsible at your cost for creation, clearance (as per the “Warranties” and “Mechanicals, Clearances & Licences” clauses below) and Delivery to 1813 of all Recordings and Ancillary Materials. “Delivery” is complete once all Recordings, Ancillary Materials and any related metadata and label copy has been received via, and as required by, the 1813 Product Uploader, or as otherwise agreed by 1813. Following Delivery, 1813 will not remix, re‐master, edit or alter any Recording (except as required for technical or timing reasons), without your prior written approval. 1813 is responsible for storage costs and audio encoding costs in connection with the Recordings. You are responsible for video encoding costs in connection with the Recordings. If 1813 incurs any approved video encoding costs on your behalf at any time, 1813 may in its discretion deduct such amounts from any payments due to you, or request reimbursement of any such amounts and you will promptly pay 1813 such amounts.

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Revenue

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In consideration of the Rights granted to 1813, 1813 will pay Your Revenue Share to you and will retain 1813’s Revenue Share to its own account. “Revenue” is gross revenue actually received by or credited to 1813 directly and identifiably arising from exploitation of the Recordings less any VAT, other sales taxes, refunds or credits.

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Accounting

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AWAL will account to and pay you on a monthly basis, within 45 days of the end of each calendar month, with 1813 to make all payments to you in the currency and to the bank account provided by you via the 1813 Portal, save where the amount due is less than the equivalent of GBP£50, in which case such amount will not be paid and will be carried forward to the end of the accounting period in which aggregate amounts due to you are equivalent to GBP£50 or more. If any amounts are legally required to be deducted or withheld from any amounts due to you, 1813 may deduct or withhold such amounts but will notify you and on request provide you with reasonable assistance and documentation to enable you to recover the same or receive an appropriate tax credit. You may at your sole cost audit 1813’s books and records solely to the extent that they relate to the exploitation of Recordings under this Agreement on giving 1813 reasonable advance written notice but in any event no more than once per annum. If any such audit reveals an underpayment that is accepted by 1813 or adjudicated by a court of competent jurisdiction as being due, 1813 will promptly pay such underpayment to you.

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Warranties

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You warrant, represent, undertake and agree that: you have the full right and authority to enter into, perform all of your obligations under, and grant the rights granted in accordance with this Agreement, provided that if you are entering this Agreement on behalf of a group of individuals or a registered organisation, you agree to these Terms & Conditions on behalf of that group of individuals or registered organisation and you warrant that you have authority to bind that group of individuals or registered organisation and its parents, subsidiaries and sister companies (where applicable) to these Terms & Conditions; 1813’s exercise of the Rights and use of the Recordings and Ancillary Materials as per this Agreement will not violate or infringe upon the rights of any third party; you have a valid and enforceable agreement with, and have secured all necessary consents, clearances and rights from, all third parties whose rights, work, performances or services are embodied in any Recordings or Ancillary Materials (including all artists, producers, (re)mixers, session musicians and rights holders of any “sample” embodied in any Recording) to allow you to grant the rights granted in accordance with this Agreement; you will be solely responsible for all payments, fees or royalties that may be due to any such party arising from 1813’s exercise of the Rights; none of the Recordings or Ancillary Materials contain material which is obscene, defamatory or may expose 1813 to civil or criminal proceedings; all metadata, label copy, credits and similar information supplied by you is complete and accurate in all respects; you will procure that artist will not assert any “moral rights” arising in connection with this Agreement against 1813, its licensees or agents authorised by 1813 (whether under a specific or blanket licence); that you are at least 18 (eighteen) years of age as of the date of your application via the 1813 website; and if you are sales tax registered, you will inform 1813 via the 1813 Portal and if you are UK VAT registered you will enter into a Self‐Billing Agreement with 1813 in a form reasonably required by 1813; that you will comply with all relevant data protection / privacy legislation (including the General Data Protection Regulation (GDPR EU 2016/679)). You indemnify 1813 and agree to hold 1813, its licensees, authorised third parties and affiliates harmless from and against all costs, claims, damages and expenses (including reasonable external legal costs) arising from any third party claim inconsistent with or in breach of your obligations, warranties, representations or undertakings in this Agreement (“Claim”) subject to that Claim being reduced to a judgment in a court of competent jurisdiction, settled with your prior written approval (not to be unreasonably withheld or delayed), or withdrawn or not proceeded with (as determined by 1813 acting reasonably and in good faith) by the claimant. If proceedings are to be issued by a claimant in respect of a Claim, you will at your cost use best efforts to cause 1813 to be dismissed from such proceedings.

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Mechanicals, Clearances & Licences

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To the extent that any digital retailer or service provider (“DSP”) authorised by 1813 to distribute the Recordings does not agree to be responsible for obtaining and paying for any mechanical, public performance or other clearances and licences from rights holders of the compositions embodied in the Recordings (“Compositions”) necessary in connection with exploitation of the Recordings, you will be responsible for obtaining and paying for such clearances and licences. You warrant, represent, undertake and agree that mechanical, public performance and any other necessary clearances and licences from all rights holders of the Compositions will be available at rates and on terms no less favourable than the statutory or other customary rates and terms in effect in the applicable country of the Territory. 1813 will advise you when accounting whether any relevant DSP has agreed to be directly responsible for such licences and payments and where they are not, your share of Revenue will include the mechanical and/or performance royalty. You further acknowledge and agree that 1813 is making the Recordings available in accordance with this Agreement on the basis that the following applies: unless otherwise expressly provided for in any applicable governing industry agreements in the local territory, 1813 will not be required to pay mechanical or public performance royalties on Recordings distributed free of charge for promotional or other purposes, or which are otherwise non‐royalty bearing; 1813 may for no additional consideration reproduce and authorise others to reproduce lyrics of Compositions on any applicable digital Recording packaging and make other customary promotional uses of the Compositions solely in connection with marketing and promotion of the Recordings (eg: listening clips on Amazon.com, iTunes or similar, promotional uses of “lyric videos” embodying the Compositions and advertising materials for the Recordings); and if 1813 exploits a video embodying a Composition, the sole music publishing payment due in respect of such use will be payment of mechanical and public performance royalties to the extent already provided for in this clause and 1813 will be granted any necessary synchronisation rights for the use of such Composition on a gratis basis solely for such purposes. If 1813 is required to pay mechanical, public performance or any other payments to the rights holders of any Compositions at any time, 1813 may in its discretion deduct such amounts from any payments due to you, or request reimbursement of any such amounts and you will promptly pay 1813 such amounts.

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Post Term

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On termination of the Term: 1813 will issue formal take down notices to all DSPs and use reasonable commercial endeavours to ensure take downs are effected within the periods provided under the relevant DSP licences but 1813 will not be responsible or liable for any take down delay or default by any DSP; and 1813 will on request transfer a digital copy of the Recordings and any associated metadata to you at your cost (such cost not to exceed the actual cost of 1813’s reasonable time and materials in making such transfer). If, following the Term, 1813 through no fault of its own continues to receive Revenue, 1813 will pay you that Revenue subject to deduction of 1813’s Revenue Share.

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Updates

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1813reserves the right to amend or update these Terms & Conditions or any part thereof upon notice to You, such notice to be given via the 1813 Portal. For clarity, 1813 will not amend or update the definitions of Recordings, Term, Territory, 1813 Revenue Share or Your Revenue Share without Your prior approval, such approval to be given via the 1813 Portal or by email.

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Data Protection / Privacy Policy

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You (which for the purposes of this clause shall also mean any data subject (from within your organisation) whose personal data is shared with us at any time) should read the Privacy Statement set out in this Agreement before submitting personal data to us. Whenever you submit personal data to us, you consent to the collection, use and disclosure of that data in accordance with the Privacy Statement.

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General

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1813 will have the right in its sole discretion to sub‐licence in the ordinary course of business any rights granted under this Agreement solely to third party sub‐licensees and to assign the benefit of this Agreement in whole or in part solely to any parent, subsidiary, affiliated or associated company of 1813. 1813 does not otherwise have, and you do not have, the right to assign the benefit of this Agreement in whole or in part to any third party without the other party’s prior written approval (not to be unreasonably withheld or delayed). Nothing in this Agreement constitutes a partnership, joint venture or contract of agency between the parties. The “Warranties” clause above survives expiry or other determination of this Agreement along with any other term which by its nature is intended to do so. The parties do not intend that any term of this Agreement will be enforceable solely by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to this Agreement except as expressly provided in the “Warranties” clause above. This Agreement will be governed by and construed in accordance with the laws of England and Wales and the High Court of Justice in London will be the non‐exclusive court of competent jurisdiction. This Agreement is made by you clicking “Finish” on the 1813 website and 1813 sending to you an email in response agreeing to distribute the Recordings in accordance with these Terms & Conditions. The word “including” and similar are not words of limitation. This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, understandings and agreements with respect to its subject matter. Each party acknowledges and agrees that no other party has made any representations or promises in connection with this Agreement or its subject matter that are not contained in this Agreement. Save as provided by the Updates clause above, no modification, amendment, waiver, termination or discharge of this Agreement or any provision of it will be effective unless confirmed in writing by all parties. Save as provided by the Updates clause above, 1813 may amend these Terms & Conditions from time to time by publishing the amended version(s) on the relevant pages of the 1813 website. 

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