CONTENT PROVIDER AGREEMENT
1.00 This Agreement ("Agreement") is made and entered by and between SYSTEM IMPLEMENTATION LIMITED. ("Si"), the owner and operator of this website "DownLoadFactor" (the "Site") with an Internet address of www.downloadfactor.com and the Content Provider with name and address as set forth in the "contact information" ("Provider"). Si and Provider are sometimes hereinafter referred individually as a Party or collectively as the Parties.
1.01 The Agreement is effective as of the Date of Execution by Si ("Effective Date") and sets forth the terms and conditions between the Parties, including without limitation, Si's uploading onto the Site, and Si's sale on and through the Site, of certain musical content and the performances embodied thereon, as more fully set forth below.
1.02 Provider and Si are independent of each other and no partnership, joint venture and/or employer-employee status is created by this Agreement.
SUBMISSION OF MATERIALS
2.00 Provider agrees to submit to Si the Provider's music, along with all applicable cover art, meta-data, and any other materials needed by Si to prepare Provider's digital music for download sale and distribution (collectively called the "Content").
2.01 Provider hereby agrees to provide the Content, as soon as possible, to Si for sale, display, download, and/or use on the Site. Provider acknowledges and agrees that any additional Content that is submitted by Provider to the Site shall be governed by the terms and conditions of this Agreement.
2.02 Provider represents and warrants that Provider is the sole and exclusive holder of any and all rights in and to the Content, and/or an authorized representative of the holder(s) of any and all such rights for the purposes of use of the Content as set forth in this Agreement. Provider represents and warrants that Provider is free to enter into and abide by the terms of this Agreement and that Provider owns all necessary rights required to legally provide all Content submitted to Si for sale, display, download, and/or use in accordance with the terms of this Agreement.
2.03 Provider agrees to and will indemnify and hold Si (and its owners, officers, directors, employees, agents and representatives) harmless, including attorneys' fees and costs, against any and all losses, damages, claims, actions and proceedings brought against Si arising from the sale, display, download, and/or use of the Content, or any portion thereof, in accordance with the terms of this Agreement.
2.04 SI Ltd. is responsible for royalties covered by an MCPS-PRS online exploitation licence. The Provider warrants and represents that Provider is and will be solely responsible for all other applicable royalties due to the holder(s) of any rights in and to any Content by reason of any sale, display, download, and/or use of any Content, including, but not limited to, master recording royalties, and Provider further agrees to and will indemnify and hold Si (and its owners, officers, directors, employees, agents and representatives) harmless against any and all losses, damages, costs, claims, actions and proceedings, including attorneys' fees and costs, or resulting from the services of the artists, musicians, song writers, and any other rights holder(s) whose work Provider submits to Si for sale, display, download, and/or use.
2.05 Provider further warrants and represents that there are no liens, encumbrances and/or obligations upon and/or in connection with any master recording underlying any performance submitted as Content (a "Master"), and/or in connection with any submitted performances that are not specifically set forth herein.
2.06 Provider agrees to obtain all necessary mechanical licenses from the copyright owner(s) of the compositions embodied on all Masters, and to pay mechanical license fees, which are and/or may become properly due by reason of the sale of Content derived from any and all Masters, other than those covered by an MCPS-PRS online exploitation licence. In the event that Provider is the copyright owner of any composition and/or composition embodied on said Master, Provider warrants and represents that Provider has issued to itself the necessary documents required by the copyright office.
2.07 Provider hereby assigns, transfers and grants to Si for the term of this Agreement, the non-exclusive right to sell, display, download, and/or use, in accordance with the terms of this Agreement, including, without any limitation, not specifically set forth hereinafter, the following:
2.07.1 The right to sell the Content provided to Si by Provider, and all or any parts thereof, edited and/or excerpted by any means whatsoever, for the term of this Agreement.
2.07.2 The right to sell, and/or refrain from selling, the Contents of any Master.
2.07.3 The right to use and publish and to permit others to use and publish the names, likenesses and photographs of all persons who performed in the recording of the Master, in connection with the sale and exploitation of Content of the performance(s) produced from the Master.
Provider agrees to utilize and provide Provider's best efforts to include, as soon as possible, a link to the Site from any website related to Provider and/or owned, operated, or maintained by Provider and/or on Provider's behalf.
Si shall have the right, and throughout the term of this Agreement shall continue to retain the right, to remove from the Site any and all Content that Si deems, in Si's sole discretion and judgment, to be illegal, unsafe, scandalous, obscene, libelous or of a morally deviant nature, and/or otherwise inappropriate, without any claim, recourse and/or right by Provider. Content uploaded to the Site shall remain on the Site unless removed by Si in accordance herewith, and/or requested to be removed by Provider, in writing, with sixty (60) calendar days advance notice. Provider shall not be permitted to request removal of any Content submitted hereunder for a period of one hundred twenty (120) calendar days from the date Si uploads such Content onto the Site ("Upload Date").
REMITTANCE OF SALES
3.00 In full consideration of the due performance of all the terms and provisions to be performed by Provider and Si, and for all the rights granted to Si hereunder, Si agrees to pay Provider an amount (the "Provider Payment") equal to the sales price of any Content sold off of the Site to any third party ("Sales Revenue"), minus a fixed percentage of no greater than thirty percent (30%) of such Sales Revenue ("Retained Percentage") as well as an initial one-time listing fee ("Listing Fee") of no greater than Five Pounds (£5.00) per unit of Content. The Retained Percentage shall be subject to change by Si, in Si's sole discretion and judgment, upon prior written notice to Provider, including notice via email, provided, however, that no increase shall be effective during the first one hundred twenty (120) calendar days from the date Si uploads such Content onto the Site ("Upload Date").
3.01 Si agrees that the Provider shall have the sole right to set the price of the Content.
3.02 Si shall make a payment of one hundred percent (100%) of the Provider Payment due Provider per Paragraph 3.00 above with Payment to be made to Provider no more than one hundred twenty (120) calendar days after receipt by Si of Sales Revenue from downloaded Content, on a monthly accrual basis. This shall continue so long as there is at least Ten Pounds (£10.00) in Provider Payment from the sale of Provider's Content through the Site that month. If Provider's Provider Payment is not at least Ten Pounds (£10.00) from the sale of Content through the Site for a given period, then Si shall be entitled to retain that revenue and apply it to each successive month until Provider has earned at least Ten Pounds (£10.00) of cumulative Provider Payment. Once Provider has earned at least Ten Pounds (£10.00) in cumulative Provider Payment, including any cumulative Provider Payment from prior months, or once this Agreement is terminated, whichever occurs first, Si shall provide, no more than one hundred twenty (120) calendar days thereafter, the Provider's Payment.
3.03 Provider acknowledges that Provider is responsible for immediately notifying Si, in writing, of any changes of the address at which Provider is to receive payment and/or notice.
3.04 This Agreement is open-ended, with a term in perpetuity, and Provider's Content will be offered for sale through the Site until this Agreement is validly terminated by either Party hereto. This Agreement may be cancelled upon ninety (90) calendar days advance written notice by either Party after an initial term of ninety (90) calendar days.
3.05 Si has the right to compile and use statistics related to the sale of Provider's Content, and Si reserves the right to collect information about its users, including, without limitation, Provider, via cookies and recorded data from Si's servers. Collected information may be provided and/or sold by Si to Si's business partners, in Si's sole discretion and judgment, without the necessity of notice to approval by, and/or compensation to Provider; provided, however, except as otherwise provide on the Site, that in accordance with Si's Privacy Policy, as set forth elsewhere on this Site, Si will not generally knowingly disclose Provider's name, telephone number, email addresses, social security number, banking information and/or address without first notifying Provider in advance in sufficient time to allow Provider to object.
3.06 Provider shall be fully responsible for any and all taxes, interest and penalties arising from receipt by Provider of any Provider Payment.
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