MusicSplitz

ARTIST AGREEMENT

THIS ARTIST AGREEMENT (the “Agreement”) is entered into by and between Music Splitz Limited, a company registered in England and Wales with its registered address at Kemp House, 152- 160 City Road, London, England, EC1V 2NX company number 11037181 (hereinafter “MS”) and the person or persons named on the Artist Information and Confirmation Sheet attached hereto as Attachment A and incorporated herein and made a part of this Agreement (hereinafter collectively referred to herein as the “Artist”). If Artist consists of multiple persons as listed in Attachment A, then all references to singular “Artist” are intended to refer to all such persons and each person comprising Artist who shall sign this Agreement. This Agreement is made effective as of the date of MS’s signature on such Artist Information and Confirmation Sheet (the “Effective Date”).

PURPOSE
MS is in the business of promoting the songs (original compositions) of participating artists via MS's website currently www.Musicsplitz.com and all corresponding web pages and websites associated with the foregoing URL (hereafter “Site”) and through its member rewards network pursuant to MS's relevant Terms of Service (https://musicsplitz.com/dev/pages/termofservice) and Privacy Policy (https://musicsplitz.com/dev/pages/privacypolicy) as varied or updated from time to time posted on the Site which are each incorporated herein and made a part of this Agreement.

The Artist, warrants and indemnifies that the Artist has not signed an exclusive agreement with any record label, publisher (save for Performing Rights Society PRS or equivalent), distributor or any other third party who owns and controls each song or any part thereof, wishes to enter into this Agreement with MS to promote the Artist's songs via the Site under the terms and conditions of this Agreement.
DEFINITIONS

For purposes of this Agreement, the following capitalized terms are defined as follows:

“Buyer” means a person who purchases a Promoted Song directly from the MS Site for the applicable Promotion. A Buyer must be a Member.
“Eligible Sale” means the sale of a Promoted Song to a Buyer from a Promotion on the Site.
“Member” means a person who has registered on the Site as a Member as it is defined inthe Terms of Service.
“Promotion”/”Promoted” means the duration in which the Artist’s music will be available to the Buyers under a 50% split between MS and the Artist for first direct sale. Upon the Buyer purchasing the Music being Promoted it will allow them to redistribute the Artist’ music through the MS Site and after expenses and fees, earn 50% of the sale, the remaining monies are split between MS and the Artist. This repeats from Buyer to consecutive Buyers and all further splits will be shared accordingly as defined in the Terms of Service. The percentage earned is then reduced as per the Terms of Service.
"Promoted Song(s)" means a song or songs (i.e. all forms of sound, music, rhythm and lyrics that Artist provides to MS, including, without limitation, sound recordings, compositions, musical recordings, vocal recordings and vocal solos) that the Artist has set forth on the Artist Information and Confirmation Sheet attached as Attachment A to be Promoted on the Site. Each subsequent submission of a Promoted Song by the Artist shall set forth on Attachment B or the on-line (accessed via a password- protected account set up at the Artist’s request) and will thereafter be incorporated into this Agreement. If there is only one Promoted Song, then all references to the plural “Promoted Song(s)” are intended to refer solely to such Promoted Song.
"Promoted Song’s End User Purchase Price" means the price paid by a Buyer when purchasing a Promoted Song through theSite.
"Terms of Service" means MS's then current Terms of Service posted on the Site from time to time. MS reserves the sole right at any time to modify the Terms of Service without notice. All modified terms and/or conditions will be in effect after they are posted on the Site (unless applicable law requires a longer notice period). By continuing to use or access the Site and/or the MS Service after MS makes any such modification, Artist agrees to be legally bound by the revised Terms of Service. The current version of the Terms of Service (https://musicsplitz.com/dev/pages/termofservice).
“MS Service”means the service and rewards program delivered by MS to its Members as set forth in the Terms of Service.
“Term” as defined in Clause 14(a) of this Agreement, below.
GRANT OF RIGHTS
1. Subject to the terms and conditions of this Agreement, the Artist hereby grants MS during the Term of this Agreement a non-exclusive right and license throughout the world to freely and without restriction use and exercise the following rights in whole, for the purpose of promoting Artist and/or MS(and its products and services) pursuant to the terms and conditions set forth in this Agreement including, but not limited to:
  1. use the Promoted Songs and the publishing rights in the musical compositions embodied in Artist's Promoted Songs as necessary to upload the Promoted Songs on the Site, make such Promoted Songs available to Members and the MS Service, including but not limited to the right to edit, make and play clips of the Promoted Songs up to ninety (90) seconds in length on the Site via streaming free of charge (the "Clips"). Said Clips may be created by MS or any third party affiliated with MS by using any consecutive passage of the applicable Promoted Song. In connection with any use by MS of the Clips, Artist grants MS a waiver of any digital artist royalties, performance royalties, internet broadcast royalties, or any other fees or royalties, statutory or otherwise that MS may be obligated to pay Artist or a third party in connection with the use of such Clips, including but not limited to, if Artist currently is or becomes a member of a performing rights licensing organization (such as BMI, ASCAP, PRS, GEMA or SACEM);
  2. use the name and likeness, biographical material, logos, copyrights, trademarks, photographs, symbols, emblems, designs, and any other visual representations of the Artist, and any other individuals performing or otherwise represented or whose performance is embodied in the Promoted Songs, as well as track and/or album name, and all artwork related to Artist's Promoted Songs or audio-visual works free of charge and any royalty; and

use, reproduce, distribute, sell, display, deliver and transmit, publicly and privately, by any means now known or hereafter devised, the lyrics of the musical compositions embodied in the Promoted Songs.

b) All rights and licenses not expressly granted to MS under this Agreement are reserved by Artist. Ownership of the Promoted Songs shall remain with Artist and Artist can use the Promoted Songs in any way that Artist chooses, subject to the limitations set forth in Clause 15.

ACCOUNT INFORMATION, DISCLOSURES
Artist Account Information. In order to access some features of the Site, including submitting a Promoted Song to the Service and event details, Artist will have to create an online account with MS (“Account”). Artist hereby represents and warrants that the information Artist provides to MS upon establishment of Artist's Account will be true, accurate, current, and complete and indemnifies and holds harmless MS from any breach of this. Artist also hereby represents and warrants that Artist will ensure that Artist's Account information, including Artist's e-mail address and bank details, is kept accurate and up to-date at all times during the Term of this Agreement.

As a registered user of the MS Service Artist will have login information, including a password. The Artist's Account is personal to the Artist, and the Artist may not share the Artist Account information with, or allow access to its Account by, any third party other than an agent authorized in writing to act on the Artist's behalf. The Artist agrees to notify MS immediately of any breach in secrecy of the Artist's login information. The Artist will be solely responsible for the losses incurred by MS, the Artist and others (including other users) due to any unauthorized use of their Account.

Disclosure of Information. The Artist acknowledges, consents, and agrees that MS may access, preserve, and disclose the Artist's Account information and the Artist's Promoted Songs if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary to (i) comply with legal process; (ii) enforce this Agreement; (iii) respond to a claim that any of the Artist's Promoted Songs violates the rights of third parties; or (iv) to respond to the Artist's requests for customer service.
SELECTION OF PROMOTED SONGS
The parties agree that the Artist will have sole control over which songs to submit to MS to include on the Site as Promoted Songs.

The Artist may submit a Promoted Song at any time via the on-line form accessed via their Account on the Site. All Promoted Songs must be in MP3 format.

The Artist’s submission of their Promoted Song will be listened to by MS’s panel of judges. Any acceptance or rejection of such Promoted Song(s) is entirely at the MS panel of judges’ discretion. If successful, the selected Promoted Song(s) will be uploaded to the Site for promotion on the basis that the material is fit for promotion and has been professionally mastered and suitable for the MS Site at MS’s sole discretion.

MS will confirm receipt via email to the Artist and if approved, add the Promoted Song(s) to Site as soon as practically reasonable.

The Artist may cancel a Promoted Song(s) at any time via the Artist’s dashboard on the Site. Cancellation of a Promoted Song(s) becomes effective ninety (90) days after receipt by MS of a cancellation request. MS will confirm receipt from Artist via email.

Notwithstanding anything to the contrary in this Agreement, MS may reject and remove without notice, any Promoted Song(s) which in its sole discretion it considers to be; a breach any third party rights, criminally obscene, condones or incites hate or violence or discrimination or otherwise not in MS best interest to promote on its Site.Including for example, if there is a dispute of copyright ownership of the Promoted Song(s).

During the Term of this Agreement, or until such time as a Promoted Song is removed as set forth above in this Clause 5(e), the Artist commits to keeping each Promoted Song available for sale on the applicable Promotion; failure to do so is a material breach entitling MS to terminate this Agreement immediately as per Clause 14(f).

The applicable pricing of a Promoted Song available for purchase on the Site is at the sole discretion of MS, and may decrease or increase at a later date if MS so deems it to be; for the purpose of inflation or change of promotion for marketing purposes. Artist may cancel and ask for any Promoted Song to be removed if they disagree with the price increase or decrease subject to written notice to MS and as per Clause 5(e).
MEMBER REWARDS
MS will administer the payment of rewards for each Eligible Sale to Members on Artist’s behalf according to the reward schedule and policies defined in the current MS Terms of Service.

Rewards for Eligible Sales to Members will never exceed fifty percent (50%) of the applicable Promoted Song’s End-User Purchase Price.
MS SERVICE FEE
As consideration for the acceptance by MS of the Artist's Promoted Songs for inclusion on the Site and the provision by MS of the MS Service, Artist shall agree to share fifty percent (50%) equal share of all sales of the Promoted Song’s End-User Purchase Price for each Eligible Sale of a Promoted Song during the Term of this Agreement after VAT, MCPS and PayPal costs and the Member(s) reward.

There are no minimums or other required payments by the Artist.

Artist understands and agrees that MS will not be responsible for any costs, monies or expenses incurred by the Artist whatsoever in connection with this Agreement including but not limited to; recording costs, union fees or royalties, producer fees, musician fees, any ancillary fees and cost of uploading the Promoted Song. The Artist is solely liable for any costs, monies or expenses incurred by the Artist whatsoever in connection with this Agreement including but not limited to; recording costs, union fees (PRS/MCPS) or royalties, producer fees, musician fees, any ancillary fees and cost of uploading the Promoted Song. Where the Artist consists of more than one person the Artist is solely liable for the distribution of any monies earned via the Site to the other members consisting of the Artist and any other royalty fees.

For Artist’s ticket sales via the Site, MS shall receive twenty percent (20%) of the gross income of the sale of the ticket(s) on the MS Site for admin and handling for all tickets sold and not returned (the “Admin Fee”).
PAYMENT TERMS FOR PROMOTED SONGS
1. In the Artists dashboard on the Site, the Artist can view their “My Wallet” tab, within the tab the Artist can click the “Withdraw” button, and this withdraws any monies earned from sales from the MS account to the Artist’s PayPalAccount. Once earned and available for distribution as described herein, Artist may hit the Withdraw button. Once the Withdraw button is pressed, this will send a request to PayPal and PayPal will automatically pay out any monies in the account after 24hours, into Artist’s PayPal account (registered to Artist’s email address) through PayPal’s bulk pay-out system. MS reserves the right, in MS’s discretion, to impose additional options, requirements and restrictions on transfer in order to ensure that monies are properly delivered to the individual who is associated with the Account.

Payment is automatically generated from sale of the Promoted Song to MS’s account at point of sale,and prior to payment of the Artist’sfees.

Payment arrangements are made between MS and the Artist, MS reserves the right, in its sole discretion, to select an alternative payment service other than PayPal. The Artist will be responsible for any bank fees or other charges related to such transfer of such payments.

The Artist acknowledges and agrees that the Artist shall be responsible for any incurred costs of MS due to any failed payments to MS under this Agreement.

MS SERVICE FOR PROMOTED SONGS
Promoted Songs will be posted on the Site (with or without preview Clips in MS's sole discretion) and made available to Members. MS shall have no further duties or obligation whatsoever concerning the marketing or promotion of the Promoted Songs or the Artist, other than displaying for the initial Promoted Song on the Site.

The MS Service is not limited to the geographic location in which a Promoted Song is available through the Promotion and the Artist warrants that all of the Artist’sPromoted Song(s) are available for Promotion worldwide. However, MS reserves the right to geo-block Promoted Song(s) where requested by the copyright holder or alleged copyright holder or by law or regulation.

MS will provide Artist with online access to real-time data on:
EligibleSales for each Promoted Song, Ep or Album; and
Total Eligible Sales.

All monies received by MS will be cross collaterised and not kept in separate accounts, only when Artist or Members seek to withdraw monies owed will the monies be transferred into separate PayPal accounts.

EVENTS AND TICKETS

MS via the Site provides a platform for the Artists to sell their gig, concert, event tickets. The Artist will notify MS in advance of any upcoming performances via the Artist’s dashboard (under the heading Events, then Events Submissions.Then the Artist will provide MS all the details of the event on the submission sheet and click Submit Event at least seven (7) days before the start of the event, including but not limited to; how many tickets are for sale, the value of the tickets, any discount codes, venues, dates, times, travel information, cancellation procedure and any restrictions. Then once approved by MS, the events will go live in the Artists dashboard on to the Site. Members can then purchase tickets themselves via their PayPal account but unlike the Promoted Songs, there is no sell-on ability. MS will hold the ticket sales money in its PayPal account until the event is complete, in case of an event not going ahead a refund will be made to all ticket holders. When the Artist confirms the event was held through the Artist’s event dashboard by clicking “Event Complete” button on the MS Site, upon receiving the Event Complete request, after MS sole approval, payment will be made to the Artist minus the Admin Fee and any other royalty or union payments due, in their designated Artist PayPal account within 24 hours. For the avoidance of doubtMS receives a twenty percent (20%) (“Admin Fee”) from the gross income sale of all event tickets via its Site. The Artist will be entirely liable and responsible for any event fees including, but not limited to; fees to PRS, venue, stage, sound engineers, musicians, dancers, lighting...If the Artists cancels an event, Artist will need to write to MS immediately in the “cancellation” text boxvia their dashboard, with a detailed explanation as to why they have cancelled the event. If Artist does not give a good enough explanation MS, at MS’s sole discretion,MS may block the Artist from running future events via the MS Site and Event Submissions will become automatically locked.If Artist cancels an event twice during the Term then MS may charge a £50 Admin fee. This Admin Fee will be taken from Artist’s rewards total immediately orif there are insufficient funds, the MS willrequest payment to be paid by Artist to MS within seven (7) days from written request. Failure to pay the Admin Fee could lead MSto pursue any and all available legal and equitable remedies against you, including an immediate termination of Artist’s Account.

All tickets will be e-tickets via email or download QR code via the Site. Members acknowledge that the purchase of the event tickets is at their own risk and any issues with the purchase of the event tickets shall be directed at the Artist. Under the Consumer Contracts Regulations 2013 rights if you purchase an event ticket within the 14 day cancellation period you may be entitled to a refund.

MS will refund the Members, into the PayPal account they used to purchase the tickets, for any cancelled event by the Artist within thirty (30) days of Artist informing MS of the cancelled event.

Ms provides live Streamed Events that are prescheduled on facebook. A prescheduled facebook live event must be added first on facebook before being submitted to the Ms website. The event will be listed the same way as other events on the Ms platform by submitting an event using the submit event button in the Artists dashboard. Artists should follow the step by step instructions by clicking 'setting up live stream' on the page, which explains you how to list your event correctly. Your prescheduled facebook live event must be added first and your event must include a valid url link in the required field for the already prescheduled facebook live event. Otherwise your event cannot be streamed and monetised and will not go live.

Artists must perform a minimum of 3 original songs in their facebook live event, we do not allow covers to be performed as it is illegal to use copyrighted material, unless you can provide permission in advance by contacting support@musicsplitz.com There is no limit as to how long your performance can be.

Ms require live streamed events to be listed 5 days in advance of an event taking place. Live streamed events will have a donation button added of which all proceeds will go to the account holder who submitted the live event minus 20% admin fee which will be deducted from the total for administration. Ms showcase live streamed events, declare that all tickets and donations made for each event will be split equally between the performing artists minus 20% admin fee.

Ms being partnered with Charities will on occasion set up live events and live streams that will take donations for specific charity projects, all of which the proceeds will be donated to the charity project that has been set out.

All Promoted Live streams shall contain new and original performances by the Artist and that the Artist is the sole author of the Promoted Live stream and is the owner of all copyright therein and/or has secured all rights in the Promoted Live stream and has cleared all rights (including in the form of waivers of all moral rights, neighbouring rights or similar rights held anywhere in the world from any contributor to the Artist's Promoted Songs) and made all payments due to any performing artist, collecting society, producer or contributor to the Artist's Promoted Songs necessary to grant the license rights hereunder and to permit the lawful exercise of the rights hereunder, without the Artist or MS having to pay any fees, royalties, compulsory license fees, residuals or any other payments.

The Artist agrees that live performance videos will be made available on the Music Splitz events page indefinitely to increase the artists profits & build towards the artists profile. These can be requested to be removed by contacting support@musicsplitz.com Artists may not commit fraudulent activity in relation to event tickets and the use of our donation services. Anyone found to be doing so will prosecuted & their account terminated on the Ms platform.

If a live stream does not take place due to problems or cancellation and donations and prebooked tickets have been taken, the funds will be returned to the purchasing member. The Artist will be entirely liable and responsible for any event fees including, but not limited to; fees to PRS, venue, stage, sound engineers, musicians, dancers, lighting...If the Artists cancels an event, Artist will need to write to MS immediately in the "cancellation" text boxvia their dashboard, with a detailed explanation as to why they have cancelled the event. If Artist does not give a good enough explanation MS, at MS's sole discretion,MS may block the Artist from running future events via the MS Site and Event Submissions will become automatically locked.If Artist cancels an event twice during the Term then MS may charge a £50 Admin fee

The live streams & events and the use thereof as described or contemplated in this Agreement do not infringe the following rights; copyright, trademark, publicity rights, common law rights, or any other right of any third party nor are they otherwise illegal or constitute defamation, be criminally obscene, condone or incite hate or violence or discrimination, invasion of privacy, pornographic or any tort injury to any third party.

Subject to the terms and conditions of this Agreement, the Artist hereby grants MS during the Term of this Agreement a non-exclusive right and license throughout the world to freely and without restriction use and exercise the following rights in whole, for the purpose of promoting Artist and/or MS(and its products and services) pursuant to the terms and conditions set forth in this Agreement including, but not limited to:

use the Promoted live streams and the publishing rights in the musical compositions embodied in Artist's Promoted live streams as necessary to upload the Promoted live streams on the Site, make such Promoted live streams available to Members and the MS Service, including but not limited to the right to edit, make and play clips of the Promoted Songs up to ninety (90) seconds in length on the Site via streaming free of charge (the "Clips"). Said Clips may be created by MS or any third party affiliated with MS by using any consecutive passage of the applicable Promoted live stream. In connection with any use by MS of the Clips, Artist grants MS a waiver of any digital artist royalties, performance royalties, internet broadcast royalties, or any other fees or royalties, statutory or otherwise that MS may be obligated to pay Artist or a third party in connection with the use of such Clips, including but not limited to, if Artist currently is or becomes a member of a performing rights licensing organization (such as BMI, ASCAP, PRS, GEMA or SACEM);
use the name and likeness, biographical material, logos, copyrights, trademarks, photographs, symbols, emblems, designs, and any other visual representations of the Artist, and any other individuals performing or otherwise represented or whose performance is embodied in the Promoted Songs, as well as track and/or album name, and all artwork related to Artist's Promoted Songs or audio-visual works free of charge and any royalty; and

use, reproduce, distribute, sell, display, deliver and transmit, publicly and privately, by any means now known or hereafter devised, the lyrics of the musical compositions embodied in the Promoted live streams.

WARRANTIES

a)The Artist warrants to and indemnifies for any breach to MS that:

The Artist has the full right and authority to enter into this Agreement, the full right and authority to enter into this Agreement on behalf of, and to bind any and all parties with an economic interest in the Promoted Songs to the terms and conditions of this Agreement as well as the full right and authority to grant the rights and licenses in Clause 3 and there is not restricting now or in the future from doing so by the terms of any other existing or previous agreement.

All Promoted Songs shall contain new and original performances by the Artist and that the Artist is the sole author of the Promoted Songs and is the owner of all copyright therein and/or has secured all rights in the Promoted Song and has cleared all rights (including in the form of waivers of all moral rights, neighbouring rights or similar rights held anywhere in the world from any contributor to the Artist's Promoted Songs) and made all payments due to any performing artist, collecting society, producer or contributor to the Artist's Promoted Songs necessary to grant the license rights hereunder and to permit the lawful exercise of the rights hereunder, without the Artist or MS having to pay any fees, royalties, compulsory license fees, residuals or any other payments.

The Promoted Songs are not copyrighted cover songs and do not include any copyrighted samples.

THE ARTIST CURRENTLY IS NOT BOUND BY AN EXCLUSIVE AGREEMENT WITH ANY RECORD COMPANY OR PUBLISHING AGREEMENT (SAVE FOR PRS/MCPS OR EQUIVALENT) OR OTHER ENTITY AND ARTIST DOES NOT REQUIRE THE PERMISSION OF ANY OTHER PARTY TO ENTER INTO THIS AGREEMENT.

The Artist will not enter into any agreement during the Term that would interfere with this Agreement. Specifically, the Artist represents and warrants to MS that the Artist will not enter into an exclusive agreement with any record label, publishing agreement or any other party without first terminating this Agreement, cancelling all Promoted Songs in accordance with Clause 5 and without first providing MS immediate written notice of the Artist's intent to enter into an exclusive agreement with any third party.

The Promoted Songs and the use thereof as described or contemplated in this Agreement do not infringe the following rights; copyright, trademark, publicity rights, common law rights, or any other right of any third party nor are they otherwise illegal or constitute defamation, be criminally obscene, condone or incite hate or violence or discrimination, invasion of privacy, pornographic or any tort injury to any third party.

There is no present or prospective claim or litigation in respect of any of Artist's Promoted Songs.

The Artist is between the ages of 13 and 18, Artist has reviewed this Agreement with Artist's parent or guardian and Artist's parent or guardian shall execute and agree to this Agreement on Artist's behalf. No Artist under the age of 13 is permitted to use this Site.

Or, the Artist is at least 18 years old and has the right and authority to enter into this Agreement on his/her behalf.

If Artist is more than one person, each of the persons comprising Artist shall sign this Agreement and be a party hereto.

The Artist has read and understands MS's Privacy Policy and the Terms of Service, each as fully described on the Site, and expressly accepts the terms and conditions set forth in such Privacy Policy and Terms and Service, keeps themselves updated as to any changes and understands and agrees that these may be amended from time to time at MS’s sole discretion.

The Artist will be responsible for complying with the British Phonographic Industry (BPI) and Recording Industry Association of America’s (“RIAA”) Parental Advisory Logo (“PAL”) Standards, as applicable, for so long as Artist uses the MS Service.

Any content provided by the Artist to MS will not contain any contaminated file, virus, worm, Trojan horse or other similar harmful or destructive code, software or program.

The Artist understands, acknowledges and agrees that MS does not guarantee exploitation or the success of the Artist's Promoted Songs, which will depend on consumer preference.

INDEMNITY, DISCLAIMER AND LIMITATION OF LIABILITY

Artist's Indemnity.

Artist shall fully indemnify and defend MS and hold MS harmless from and against any and all costs, liabilities, losses, damages and expenses arising out of any claims, actions, demands, investigations, or proceedings of any kind from any third party claim relating to (i) an alleged or actual breach of Artist's warranties and/or breach or non- performance of Artist's duties under this Agreement, (ii) any claim for royalties and/or infringement of copyright, trademark, patent or other intellectual property rights by the Promoted Songs or (iii) any third party claims arising out of Artist's conduct or representations under this Agreement. Further, in the event that a third party infringement claim is brought, MS shall have no obligation hereunder to defend or protect Artist's copyright interests.

Agreements withThird Party Platforms, Services and Content.

Artist acknowledges that in providing the MS Service, MS will be required to enter into certain agreements with various thirty party websites. The appearance, availability, or Artist's use of (a) URLs or hyperlinks referenced or included anywhere in connection with the Site and the MS Service or any other form of link or re-direction of Artist's connection to, with or through the MS Service, or (b) any third party websites, content, data, information, applications, platforms, goods, services or materials ((a) and (b) collectively, “Third Party Services”) does not constitute an endorsement by, nor does it incur any obligation, responsibility or liability on the part of MS. MS does not verify, endorse, or have any responsibility for Third Party Services and any third party business practices (including, without limitation, their terms and condition and privacy policies), whether the MS Service, or MS's logos, marks, names and/or sponsorship or other identification is on the Third Party Services. If any Third Party Services Artist interacts with obtains or collects personal data from Artist, in no event shall MS assume or have any responsibility or liability in connection for any use, collection or disclosure by or in connection with such Third Party Services. Accordingly, MS encourages Artist to read the terms and conditions and privacy policy of each Third Party Service Artist uses. ARTIST ACKNOWLEDGES AND AGREES THAT MS IS NOT A RETAILER OF ARTIST'S PROMOTED SONGS AND IS NOT ACTING AS A RETAILER IN CONNECTION WITH THE MS SERVICE OR OTHERWISE. ARTIST ACKNOWLEDGES AND AGREES THAT MS IS NOT A PARTY TO AND HAS NO LIABILITY OR RESPONSIBILITY TO ARTIST, OR ANY PURCHASER OF A PROMOTED SONG, WITH RESPECT TO ANY PURCHASE OF A PROMOTED SONG OTHER THAN THE EXPLICIT RESPONSIBILITIES DEFINED IN THIS AGREEMENT AND THE TERMS OF SERVICE.

Disclaimer, Limitations on Liability.

MS MAKES NO WARRANTY, EITHER EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE SITE AND THE MS SERVICE, AND ALL CONTENT, PRODUCTS AND SERVICES MADE AVAILABLE ON, THROUGH OR IN CONNECTION THEREWITH, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. MS MAKES NO WARRANTY OR REPRESENTATION WITH RESPECT TO (I) THE ACCURACY OR EFFECTIVENESS OF THE SITE OR THE MS SERVICE, INCLUDING CONTENT CONTAINED THEREIN, NOR ANY ERRORS OR PROBLEMS OF ANY KIND THAT MAY ARISE FROM THE SITE, (II) THE SITE OR MS SERVICE WILL BE TIMELY OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE AND MS SERVICE WILL BE ACCURATE OR RELIABLE. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, MS SHALL NOT BE RESPONSIBLE FOR ANY LOSSES, DAMAGES, COSTS, OR EXPENSES OF ANY KIND RESULTING FROM THE USE OR PROMOTION OF A PROMOTED SONG BY MS OR USE BY ANY CONSUMER OR END-USER OF A PROMOTED SONG. THIS INCLUDES, WITHOUT LIMITATION; ANY LIABILITY FOR BUSINESS EXPENSES OR DAMAGES EXPERIENCED BY ARTIST OR ANY THIRD PERSONS AS A RESULT OF ANY DEFICIENCY, DEFECT, ERROR, OR MALFUNCTION WITH THE SITE INCLUDING BUT NOT LIMITED TO, ATTACK VIA VIRUS, WORM, TROJAN HORSE OR OTHER SIMILAR HARMFUL OR DESTRUCTIVE CODE, SOFTWARE OR PROGRAM. MS SHALL ALSO NOT BE LIABLE FOR ANY LOSS OF PROFIT, LOSS OF OPPORTUNITY, LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF COPYRIGHT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES RELATING TO OR ARISING OUT OF OR IN ANY WAY CONNECTED TO THE SUBJECT MATTER OF THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO ARTIST'S USE OF THE SITE OR MS SERVICE, ANY DELAY OR INABILITY TO USE THE SITE, OR ANY INFORMATION PRODUCTS AND SERVICES OBTAINED THROUGH THE SITE) NO MATTER WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT MS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND IN NO EVENT WILL MS’S AGGREGATE LIABILITY TO ARTIST EXCEED ONE HUNDRED POUNDS (£100).
AUDIT AND TAXATION
Artist authorizes MS to obtain sales and payment records for Promoted Songs directly from the Site for any period during which the song was a Promoted Song and for six (6) years after such period for tax purposes. This right shall survive any expiration or termination of this Agreement.

For the avoidance of doubt the Artist is solely responsible fortheirtax from monies received via the MS Siteand PayPal andArtist’s owntaxation as set out by law.
TERM AND TERMINATION
This Agreement will commence on the Effective Date and continue for a period of one (1) year from the Effective Date (the “Initial Term”). This Agreement will automatically renew for successive one year Terms, in-perpetuity, if not terminated in writing thirty (30) days or more prior to the expiration of the Initial Term or Term (as applicable) strictly on the condition that all Promoted Songs have been cancelled pursuant to Clause 5(e) and there is no Artist events on the MS Site (under Clause 10). The Initial Term and any period thereafter, if any, collectively are referred to as the “Term”.
This Agreement may be terminated by either party if the other party breaches any of the provisions of this Agreement, which breach has not been remedied within thirty (30) days of written notice of the breach, and without prejudice to any remedies available to the non-breaching party.

This Agreement may be terminated by Artist with seven (7) days prior written notice to MS if all Promoted Songs have been cancelled pursuant to Clause 5(e) and there is no Artist events on the MS Site (under Clause 10). .

MS may terminate this Agreement immediately without notice if shutting down the Site and the MS Service (i.e. terminating for all artists utilising the MS Service under the same or similar agreements); provided, all Eligible Sales prior to such termination shall be governed by the Agreement.

Either party may terminate this Agreement with immediate written notice if the defaulting party enters into liquidation (other than a voluntary liquidation for the purposes of reconstruction or reorganisation) or if a receiver is appointed to take over all or a substantial part of the defaulting party’s assets or the defaulting party files for bankruptcy or administration.

Along with the other remedies available to MS, MS may terminate this Agreement immediately with written notice (email to suffice) to Artist, if Artist commits a material breach, including but not limited to; claim of alleged breach of copyright or removal of Promoted Songs without written notice to MS.
If this Agreement is terminated pursuant to clauses 14(a) or 14(b) above, then any Promoted Songs shall be considered to have been requested to be cancelled as of applicable termination date. The Promoted Songs, any live Artist events on the MS Site and these terms and conditions shall persist through the applicable cancellation written notice period in Clause 14(b) and 14(c).

If this Agreement is terminated for whatever reason, an Artists account will be shut down. Any Artist event on the MS Site (as per Clause 10) that is still live will continue, tickets issued and monies collected and distributed (except if the material breach is in relation to the Artist event, in which case the ticket sales will cease and the event be removed from the MS Site). All further Rewards will distributed as normal to all previous members and the Artist’srewards shall go back to MS, at MS’s sole discretion.
CONFIDENTIALITY, GDPR
Artist acknowledges and agrees that, in the course of negotiating and transacting business with MS, Artist may become aware of certain otherwise confidential information related to MS’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, Artist agrees to keep such information confidential until a minimum of two (2) years from the expiry or the termination of this Agreement.

Artist hereby expressly agrees that MS shall have the right to provide information relative to the sales of the Promoted Songs hereunder to third parties, to aggregate such information in charts and other comparative informational materials, and to disseminate the same in any manner.

If any Member information is inadvertently provided to Artist, Artist agrees to keep such information confidential and destroy it upon realization or notice by MS.

Artist acknowledges and agrees that MS may publish song sales history data as part of bona-fide promotional and other business activities.

MS may retain on a confidential basis one copy of any correspondence, information or data provided by Artist to MS in order to comply with legal or regulatory requirements and/or internal document retention policies as well as any and all: (i) e-mails and any attachments contained in such e-mails; and (ii) any electronic files, each of which are automatically saved.

Under General Data Protection Regulation (GDPR) each party shall:

ensure that it has all necessary notices and consents in place to enable lawful transfer of the “Personal Data” (as defined in GDPR) to each party for the purposes of this Agreement;

give full information to any data subject whose Personal Data may be processed under this Agreement of the nature such processing. This includes giving notice that, on the Personal Data relating to them may be retained by or, as the case may be, transferred to one or more of the permitted recipients, their successors and assignees;

not disclose or allow access to the Personal Data to anyone other than this necessary for the performance of this Agreement;

ensure that all permitted recipients are subject to written contractual obligations concerning the Personal Data (including obligations of confidentiality of the contents of this Agreement) which are no less onerous than those imposed by this Agreement;

ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data;

not transfer any Personal Data received outside the EEA unlessthe transfer complies with the provisions of Articles 26 of the GDPR (in the event the third party is a joint controller); and (ii) ensures that the transfer is to a country approved by the European Commission as providing adequate protection pursuant to Article 45 GDPR; there are appropriate safeguards in place pursuant to Article 46 GDPR; or one of the derogations for specific situations in Article 49 GDPR applies to the transfer.

Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:

consult with the other party about any notices given to data subjects in relation to the Personal Data;

promptly inform the other party about the receipt of any data subject access request;

provide the other party with reasonable assistance in complying with any data subject access request;

not disclose or release any Personal Data in response to a data subject access request without first consulting the other party wherever possible;

assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation;

at the written direction delete or return Personal Data and copies thereof on termination of this Agreement unless required by law to store the Personal Data;

use compatible technology for the processing of Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;

maintain complete and accurate records and information to demonstrate its compliance under GDPR; and

provide the other party with contact details as point of contact and responsible manager for all issues arising out of the Data Protection Legislation.

Each party shall indemnify the other against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the indemnified party arising out of or in connection with the breach of the Data Protection Legislation by the indemnifying party, its employees or agents, provided that the indemnified party gives to the indemnifier prompt notice of such claim, full information about the circumstances giving rise to it, reasonable assistance in dealing with the claim and sole authority to manage, defend and/or settle it.

All of the foregoing rights and responsibilities shall survive the termination of the Agreement.

JOINT AND SEVERAL LIABILITY

If Artist consists of multiple persons as listed in Attachment A, then each person shall be individually liable for the performance of all obligations of Artist under this Agreement, jointly with every other person and individually.

MISCELLANEOUS
1. This Agreement shall be read and construed under English Law and subject to the exclusive jurisdiction of the English courts. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the English courts and the parties hereby irrevocably consent to the personal jurisdiction and venue therein.

In the event that any provision in this Agreement is held to be invalid or unenforceable, the remaining clauses will remain in full force and effect.

The failure of a party to enforce any right or clause of the Agreement will not be deemed a waiver of such right or provision.

Artist may not assign this Agreement (by operation of law or otherwise) without the prior written consent of MS and any prohibited assignment will be null and void. MS may assign the Agreement or any rights or obligations hereunder without Artist’s consent.

The relationship of the parties under the Agreement is that of independent contractors and the Agreement shall not be construed to imply that either party is the agent, employee, or joint venture of the other.

Artist agrees that the Agreement and the rules, restrictions and policies contained herein, and MS's enforcement thereof, are not intended to confer and do not confer any rights or remedies upon any person other than Artist and MS.

The Agreement, together with the attachments attached hereto and MS's Privacy Policy and Terms of Service (as the same may be amended from time to time), constitute the entire agreement between MS and Artist with respect to the subject matter hereof and supersede any and all prior or inconsistent understandings relating to the subject matter hereof. This Agreement may not be changed orally, but only by a writing signed by both parties which specifically references this Agreement. To the extent that there is any conflict between the Terms of Service and this Agreement, the terms of this Agreement shall prevail.

Any provision which must survive in order to allow MS or Artist to enforce its meaning shall survive the termination of this Agreement.However, no action arising out of this Agreement or Artist's use of the MS Service, regardless of form or the basis of the claim, may be brought by Artist more than one year after the cause of action has arisen (or if multiple causes, from the date the first such cause arose).

The headings herein are for convenience only and are not intended by the parties to affect the meaning or interpretation of this Agreement.

All notices permitted or required under this Agreement shall be in writing, deposited with a pre-paid express or air courier or similar courier and shall be deemed to have been received ten (10) business days after being sent by express or air courier or similar courier or on the date of signature, if earlier. Notices shall be addressed to MS at the address set forth above and notices addressed to Artist at the address set forth on Attachment A.

This Agreement may be executed in two or more counterparts, each of which will be considered an original, but all of which together will constitute one and the same instrument.
INDEPENDENT LEGAL REPRESENTATION.

IF ARTIST IS UNSURE ABOUT ANY OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT ARTIST IS ADVISED TO OBTAIN INDEPENDENT LEGAL ADVICE BEFORE EXECUTING THIS AGREEMENT.

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