Distribution, Publishing and Licensing Agreement
Thank you for choosing NextXtar (“NextXtar”, “we”, “us”, “our”). By signing up to or otherwise using the NextXtar platform, app, service, websites, and software applications (together, the “NextXtar Service” or “Service”), you are entering into a binding contract with NextXtar.
In order to access and use the NextXtar Service, you need to be at least 16 years old and have the power to enter a binding contract with us and not be prevented from doing so under any law. If you are under 16, you must be able to provide proof of your guardian’s consent. You also promise that the information you submit to us is true, accurate and complete, and you agree to keep it that way at all times.
If you open an account on behalf of a company, organization, or other entity, then (a) “you” includes you and that entity, and (b) you represent and warrant that you are authorized to grant all permissions and licenses provided in the Agreements and bind the entity to the Agreements, and that you agree to the Agreements on the entity’s behalf.
“Recordings” shall mean any and all audio/Video recordings that you submit to NextXtar by uploading through the Services.
“Stores” shall mean any and all, now known or future, digital Internet consumer stores (such as Spotify, Deezer, iTunes, and Amazon, etc.), and/or any other digital retailers of music which NextXtar has, from time to time, entered into an agreement with.
“Metadata” shall mean the music metadata, the information embedded in an audio file that is used to identify the content. This includes, but is not limited to, track title, band or artist name, type of music, label, and the year the track was released.
“Territory” shall mean the world or specified applicable territory.
3. Grant of rights:
You grant us the right to sell and make use of your recordings for digital downloads, interactive and non-interactive streaming, cloud services, and streaming-on-demand services. This grant of rights does not, however, constitute a transfer of ownership.
By using our Services, you grant us, during the Term and throughout the Territory, and by downloading and using our website/apps, you gave us exclusively as follows:
The exclusive right to make your Recordings available on the Internet and without limitation, on all Stores and any other similar digital media for sale by downloading, interactive and non-interactive streaming, cloud services and streaming-on-demand or now known or hereinafter devised, similar means of making use of the Recordings.
The right to sell, make sales promotion clips of, copy and otherwise, to the extent necessary under this Agreement, make use of and alter the Recordings and Metadata, by all means, and media, of which you submit to NextXtar, through any and all Stores now available and operational and also the right to sublicense or otherwise transfer such rights to the Stores.
The non-exclusive right to use your name(s), photographs, likenesses, cover artwork, biographical and other information attributable to you, which you have submitted to NextXtar.
The right for NextXtar to sublicense or otherwise transfers the above rights to any and all Stores.
The above does not constitute a transfer of ownership to any of the material you have uploaded or submitted to NextXtar.
Any and all rights granted to us above are granted on a royalty license basis. This includes the use of any lyrics of the Recordings if you have submitted any.
4. Your NextXtar Account:
In order to access certain features of the Service, you must create and/or sign in to a user account (“NextXtar Account”) of your own. Creating an account is completely free. Use of another’s account is not permitted. When creating your account, you must provide accurate and complete information.
You are solely responsible for the activity that occurs in your NextXtar Account. You are also responsible for maintaining the security of your account password, as well as the passwords of any third-party services that you may have elected to link to your account.
We will always make a reasonable effort in ensuring that our Services are available. Should the Services be interrupted in any way, we will make a reasonable effort to correct the interruptions without delay. We are, however, not liable for any errors, delays or interruptions that might occur.
5. Your Music, Materials, and Information:
When you upload your Recordings through our Services, you are asked to submit cover artwork for use in the Stores. You submit the Recordings, cover artwork, and any other information and material at your own expense and in formats required for use in the Stores.
You are fully responsible for everything you submit to us. If we find it unsuitable, we reserve the right to, in our sole discretion, remove the information and/or prevent you from using our Services and/or any or all Stores.
6. Terms of Upload:
When uploading your song/s or videos make sure they met our specifications, Audio files must be 16-bit, 44.1 kHz MP3 files of good quality.
The artwork/Cover/jacket must have these specifications,
TIF or JPG format
Square (width and height must be the same)
Minimum Size: 3000 by 3000 pixels
Maximum Size: 5000 by 5000 pixels
300 DPI in RGB format
Any song uploaded without design artwork, (song titles and artiste name) will not be approved
No Social media logos or handles
No Brand logos
Any text except for artist names and/or the name of the release will be rejected.
7. Payment and Fees:
NextXtar shall pay to you or Company:
Distribution. Seventy percent (70%) of all gross receipts actually received by NextXtar from its Licensees deriving from sales of the Recordings to end consumers, and from any monies recovered,
Collections. Seventy percent (70%) of NextXtar’s receipts solely with respect to collections described in paragraph 1(b) above.
Synchronization Licenses. Seventy percent (70%) with respect to synchronization licenses pursuant to paragraph 1(c) above.
(d) Special Products and Other Promotional Uses. Forty percent (40%) of gross receipts received by NextXtar from Licensees in the form of end-consumer redemptions of the Recordings under programs conducted by other companies to whom NextXtar licenses the Recordings to both promote the Recordings and help sell and/or promote such companies’ products or brands, including, for instance, customer acquisition and retention programs, gift-with-purchase and purchase-with-purchase programs, etc.
(e) Compilation Albums. Thirty percent (30%) with respect to compilation album licenses pursuant.
NextXtar updates the account quarterly, four times a year, 24th of February, 24th of May, 24th of August, and 24th of November.
Accounts are automatically updated, according to the details of sales directly from digital stores.
You can withdraw your fund anytime, as long as you have at less $100 in your account.
Withdraw can only be approved if an account is verified.
8. NextXtar Copyright.
When you upload your songs/videos on NextXtar, NextXtar will place copyright ownership on your songs/Videos, on your behalf this does not mean you transferred ownership of your songs/Video to NextXtar, it simply means NextXtar put a protective claim over it on your behalf, you own your songs/Videos and materials 100%
We have entered into agreements with different Stores for the purpose of Distributing, Licensing, and Publishing. The agreements that NextXtar enter with the Stores shall determine the terms on which you’re Recordings are promoted or made available. NextXtar assumes no liability for any interruptions, delays, errors, or any suspensions of access, neither in whole nor in part.
When you upload your Recordings through Our Service, we will send your Recording to all territories worldwide.
10. Prohibited Use and Infringement and Reporting of Content:
You may not in any way use our Services for any unlawful purpose or for the following reasons.
In any way that is or has the purpose of being unlawful or fraudulent.
For the purpose to harm or attempt to harm any other person in any way
You may not upload any Recordings or Materials which may.
Contain hateful, racist, or inflammatory material.
Promote sexually explicit or violent material.
Promote discrimination based on race, religion, nationality, disability, or sexual orientation.
Promote, advocate or assist in any illegal activity.
Threaten, harass, upset, or alarm any other person or invade their privacy.
Impersonate any person.
NextXtar reserves the right to, in its sole discretion, determine if a Recording or if you have breached the above or any other section of the Agreements. If we find that a breach has been made, we take such and any action we deem appropriate. We might, but are not limited to, temporarily or permanently remove your account and any Recordings or material uploaded through our Services, without notifying you.
11. Third Party Applications
The NextXtar Service may be integrated with third-party applications, websites, and services (“Third Party Applications”) to make the Services available to you. These Third-Party Applications may have their own terms and conditions and privacy policies and your use of these Third-Party Applications will be governed by and subject to such terms and conditions and privacy policies. You understand and agree that NextXtar does not endorse and is not responsible or liable for the behavior, features, or content of any Third-Party Application or for any transaction you may enter into with the provider of any such Third-Party Applications.
12. Your Use of the NextXtar Service:
The NextXtar Service may be used and accessed solely for lawful purposes. You agree to abide by all applicable laws and regulations in connection with your use of the Service. You agree and warrant that you will not use the NextXtar Service to transmit, distribute, route, provide connections to or store any material that infringes copyrighted works or otherwise violates or promotes the violation of the intellectual property rights of any third party.
Your NextXtar Account shall be used solely by you and may not be transferred or shared with any third party. You acknowledge that you are exclusively responsible for all usage or activity on your NextXtar Account. You shall immediately notify NextXtar of any breach of security or unauthorized use of your NextXtar account. Any fraudulent, abusive, or otherwise illegal account activity shall constitute a basis to terminate your account. You agree to indemnify NextXtar against any liability and costs arising from such improper use of your NextXtar Account.
13. Your Liability and Warranties:
You agree and warrant that you will not distribute, transmit or store any files or material that might infringe copyrighted works. You also agree that you will not promote violation of a third party’s intellectual property rights. If you do, you acknowledge that NextXtar may at any time, and in its sole discretion, remove your Recordings, disable access to the Services without notifying you,
You also agree that:
You are not under any disability, restriction or prohibition to enter into the Agreements and grant the rights under the Agreements.
You are responsible for all the Recordings and other materials and information uploaded through the Services.
You are the owner or legally represent the owner of the Recordings and the materials and that you possess full power and authority to enter into and perform under the Agreements.
You have not entered into any agreement which may conflict with the Agreements.
You have obtained all applicable and relevant consents and rights from, but not limited to, any owners, artists, musicians, producers, other persons, and companies involved in the production of the Recordings.
You have, in the case of a cover version (a recording of a song/lyric for which you are not the author or owner) obtained all relevant consents for such use, and be able to present this consent to us.
The Recordings are original and do not contain any samples which have not been cleared or else infringe upon the right of any person or third party.
You shall not commit any act which might damage the reputation of NextXtar or might inhibit, restrict or interfere with the exploitations of the Recordings.
If you’re not the artist/owner of the Recordings, you have a valid and presentable agreement with the Artist that grants you all the rights to enter into this Agreement.
Moreover, you agree not to:
Distribute, alter or modify any part of or parts of the Service;
Circumvent any technology used by NextXtar, its licensors, or any third party to protect the Service or any content on the Service;
Sell, rent, sublicense or lease any part of the Service;
Provide your password to any other person or using any other person’s username and password;
“Crawl” the Service or otherwise use any automated means (including bots, scrapers, and spiders) to collect information from NextXtar and its Services;
Include or introduce any malicious content such as malware, Trojan horses, spyware, cancelbots, or other viruses and malicious codes.
You also agree that you will comply with all of the other provisions of the Agreements, at all times during your use of the Service.
You agree that NextXtar may terminate your NextXtar Account if you violate the Agreements or, if NextXtar believes, in NextXtar’s good-faith discretion that you are infringing the intellectual property rights of third parties and/or engaging in otherwise fraudulent activity.
Moreover, you agree and warrant that you shall not, in any way, conduct in any forced activity or systematic listening and that if you do so, it may result in NextXtar deleting and blocking your NextXtar Account and removing any or all uploaded Recordings, without notifying you.
You agree that you are solely responsible for (and that NextXtar has no responsibility to you or to any third party for) any breach of your obligations under the Agreements and for the consequences (including any loss or damage which NextXtar may suffer) of any such breach.
You acknowledge again that NextXtar may at any time, and in its sole discretion, remove your Recordings, disable access to the Services without notifying you.
14. Infringement and Reporting of Content:
NextXtar respects the rights of intellectual property owners. If you believe that any content on the Service infringes your intellectual property rights or other rights, please contact customer support. If NextXtar is notified by a copyright holder that any Content infringes a copyright, NextXtar may in its sole discretion take actions without prior notification to the provider of that content. If the provider believes that the content is not infringing, the provider may submit a counter-notification to NextXtar with a request to restore the removed content.
15. Our Rights:
We reserve the right to amend, discontinue or terminate our Services under this Agreement, at any time.
We reserve the right to reject or remove any Recordings or Materials from the Stores and our Services that you have uploaded through the Services. We also reserve the right to terminate your access to the Stores or Services without notice.
16. Our Intellectual Property:
The NextXtar Service, including but not limited to, all related technology, data, tools, and design is the property of NextXtar and its subsidiaries or its licensors. We grant you a limited, non-exclusive, revocable license to make use of the NextXtar Service.
The NextXtar trademarks, service marks, trade names, logos, domain names, and any other features of the NextXtar brand are the sole property of NextXtar and its subsidiaries. The Agreements do not grant you any rights to use any Brand Features whether for commercial or non-commercial use.
We value hearing from our users and are always interested in learning about ways we can improve the Service. If you choose to submit comments, ideas, or feedback (“Feedback”), you agree that we are free to use them without any restriction or compensation to you.
17. Service Limitations and Modifications:
NextXtar will make reasonable efforts to keep the NextXtar Service operational. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions. NextXtar reserves the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the NextXtar Service, with or without notice, all without liability to you, except where prohibited by law, for any interruption, modification, or discontinuation of the NextXtar Service or any function or feature thereof.
18. Term and Termination:
The terms of this Agreement shall commence and continue (the “Term”) unless terminated by either Party under the Agreements.
You may at any time terminate and cancel the NextXtar Services by contacting Customer Support.
NextXtar may terminate the Agreements or suspend your access to the NextXtar Service at any time for any and no reason, including in the event of your actual or suspected unauthorized use of the NextXtar Service and/or any content, or non-compliance with the Agreements. You may terminate your NextXtar Account at any time by submitting a termination request to Customer Support. Bear in mind, when you submit a request for termination, from the date you submit this request, it will take us one year (365 days), to completely remove all your materials we have submitted to the online stores, or the artist will pay the sum of $100 dollars in order to have his songs remove within seven days (7 Days)
Any sections of the Agreements that, either explicitly or by their nature, must remain in effect even after termination of the Agreements, shall survive termination.
19. Warranty and Disclaimer:
WE ENDEAVOUR TO PROVIDE THE BEST SERVICE WE CAN, BUT YOU UNDERSTAND AND AGREE THAT THE NEXTXTAR SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. YOU USE THE NEXTXTAR SERVICE AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEXTXTAR MAKES NO REPRESENTATIONS AND DISCLAIMS ANY WARRANTIES OR CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
20. Limitation of Liability:
YOU AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU’RE SOLE AND EXCLUSIVE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE NEXTXTAR SERVICE IS TO UNINSTALL ANY NEXTXTAR SOFTWARE AND TO STOP USING THE NEXTXTAR SERVICE.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL NEXTXTAR, ITS OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, DIRECTORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, SUPPLIERS, OR LICENSORS BE LIABLE FOR (1) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES; (2) ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS (WHETHER DIRECT OR INDIRECT), IN ALL CASES, ARISING OUT OF THE USE OR INABILITY TO USE THE NEXTXTAR SERVICE, REGARDLESS OF LEGAL THEORY, WITHOUT REGARD TO WHETHER NEXTXTAR HAS BEEN WARNED OF THE POSSIBILITY OF THOSE DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; OR (3) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE NEXTXTAR SERVICE, THIRD PARTY APPLICATIONS, OR THIRD PARTY APPLICATION CONTENT MORE THAN $1,000 (one-thousand USD), TO THE EXTENT PERMISSIBLE BY APPLICABLE LAW.
YOU SHALL INDEMNIFY AND HOLD HARMLESS NEXTXTAR, ITS SUBSIDIARIES AND AFFILIATES (INCLUDING ANY DIRECTORS, MEMBERS, EMPLOYEES, MEMBERS, AND OTHER REPRESENTATIVES) AND THE STORES FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES INCLUDING, WITHOUT LIMITATION, LEGAL EXPENSES AND COUNSEL FEES, ARISING OUT OF ANY BREACH OR ALLEGED BREACH BY YOU OF THE ABOVE WARRANTIES AND REPRESENTATIONS AND/OR USE OF THE RECORDINGS OR MATERIALS AS PERMITTED HEREUNDER.
21. Entire Agreement:
Other than as stated in this section or as explicitly agreed upon in writing between you and NextXtar, the Agreements constitute all the terms and conditions agreed upon between you and NextXtar and supersede any prior agreements in relation to the subject matter of these Agreements, whether written or oral.
22. Severability and Waiver:
Unless as otherwise stated in the Agreements, should any provision of the Agreements be held invalid or unenforceable for any reason or to any extent, such invalidity or unenforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of the Agreements, and the application of that provision shall be enforced to the extent permitted by law. Any failure by NextXtar to enforce the Agreements or any provision thereof shall not waive NextXtar’s or the applicable third-party beneficiary’s right to do so.
NextXtar may assign the Agreements or any part of them, and NextXtar may delegate any of its obligations under the Agreements. You may not assign the Agreements or any part of them, nor transfer or sub-license your rights under the Agreements, to any third party.
To the fullest extent permitted by applicable law, you agree to indemnify and hold NextXtar harmless from and against all damages, losses, and expenses of any kind (including reasonable attorney fees and costs) arising out of: (1) your breach of this Agreement; (2) any content submitted by you to the Service; (3) any activity in which you engage on or through the NextXtar Service; and (4) your violation of any law or the rights of a third party.
25. Force Majeure:
NextXtar takes no liability or responsibility for failures in providing any of our Services if they are caused by an event outside NextXtar’s control. Force Majeure means an event beyond our control that prevents us from complying with any obligations under this Agreement. These events include, but are not limited to, fires, earthquakes, tidal waves, floods, war, hostilities, invasion, embargo, revolution, civil war, riot, strikes, lockouts, acts or threats of terrorism, commotion, and failures of public or private telecommunication networks, third party force majeure and an epidemic.
Should an event of Force Majeure occur, NextXtar will notify you as soon as reasonable and give an estimate when due fulfillment can be expected. You may cancel your Services with us if your Service is affected by Force Majeure and if it has continued for more than 90 days.
26. Jurisdiction and Dispute Venue:
The Agreements and our Services shall be governed by the laws of Ukraine and any dispute regarding this Agreement shall be submitted to the exclusive jurisdiction of the district court of Kyiv, Ukraine.
27. Changes to the Agreement:
Occasionally we may, in our discretion, make changes to the Agreements. When we make material changes to the Agreements, we’ll provide you with prominent notice as appropriate under the circumstances, e.g., by displaying a prominent notice within the Service or by sending you an email. In some cases, we will notify you in advance, and your continued use of the Service after the changes have been made will constitute your acceptance of the changes. Please, therefore, make sure you read any such notice carefully.
28. Contact Us:
If you have any questions concerning the NextXtar Service or the Agreements, please contact our Customer Support. email@example.com, firstname.lastname@example.org email@example.com
Publishing and Licensing Agreement
1. THE BASIS ON WHICH YOU ARE SIGNED
This Agreement is an exclusive Licensing and Publishing administration agreement by which you exclusively grant to us the copyright in all songs (including music, lyrics, arrangements, and titles) written by you and whose titles are specified in the schedule annexed. These are called the Songs.
2. HOW LONG YOU ARE SIGNED FOR
This Agreement shall run for a period of 60 months from the date of signature hereof and shall continue thereafter unless terminated by either party on 6 months written notice. This is called the Term of the Agreement.
3. HOW LONG WE CONTROL THE SONGS FOR
3.1 We shall exclusively own and administer the worldwide copyright of your Songs for the duration of the Term but if we procure a cover or a synchronization license of your Songs or any of them then the Term shall be extended in respect of those Songs only for a further period of 3 years. The Term and this period of extension is called the Rights Period.
3.2 So you assign to us for the Rights Period all of your copyright and or similar rights, title, and interest in the Songs.
4. WHAT YOU WILL DO FOR US
4.1 If during the Term you would like us to administer additional songs which are not specified in the schedule then we will do so on the same terms and conditions as contained herein provided that you comply with clause 4.2 below.
4.2 You shall give us full copyright information relating to each Song. You shall give us full contact details for each writer that you collaborate with (if he/she is not already signed to us). You will within 48 hours of writing each Song provide us with a copy in a demo form (MP3 or CD format or otherwise as we may agree) with (if requested) legible lyric sheets, together with an instrumental version.
4.3 Should any further documentation be required to confirm the assignment and grant of rights in this Agreement (for example signature of registrations), you will sign any such documentation.
5. WHAT WE PAY YOU
We shall pay a royalty as follows: An amount equal to Sixty percent (60%) of our Net Receipts as that expression is defined below. But in the case of any Cover of a Song, this shall be sixty percent (60%) of Net Receipts and in the case of PRS income (where the so-called Writer’s Share is paid directly to you), we shall pay you forty percent (40%) of the so-called “Publisher’s Share” received by us (or twenty (20%) percent in the case of a Cover).
For these purposes: - “Cover” shall mean:
Any song recorded by an artist other than yourself which recording has been procured by us and/or our licensees and/or sub-publishers.
Any Song licensed for use in a film, TV program or commercial which has resulted from our efforts and/or those of our licensees and/or sub-publishers. "Net Receipts” shall mean all sums received by us in the UK resulting from the exploitation of the Songs that is to say after:
Standard commissions actually retained by performing rights societies and/or mechanical rights collection agencies or other collection agencies;
VAT or any other taxes required to be deducted in any part of the World, “the Territory”;
Any amounts paid by way of remuneration to arrangers’ adaptors and translators;
Any amounts retained by our sub-publishers sub-licensees and/or administrators (which shall not exceed twenty-five (25%) percent of the monies arising “at source” in the relevant territory).
6. WHEN WE WILL PAY YOU AND YOUR RIGHTS TO INSPECT OUR BOOKS
6.1 We shall send you royalty statements no less frequently than on a semiannual basis within ninety (90) days after each such semi-annual accounting period. If any royalties are shown to be due.
6.2 Once in each calendar year, and subject to the prior appointment on reasonable notice, your representative (an independent qualified accountant) may audit (at your expense) our books and records to verify the accuracy of the statements submitted to you. Such representatives shall not conduct such audits on a contingency basis. Each statement shall be deemed agreed and binding if you have not challenged it within one (1) year from when it was rendered.
6.3 The documents made available for audit contain confidential commercial information and neither you nor your representatives will disclose or use on behalf of any third party any facts or information obtained as a result of any such inspection. You shall provide us with a full copy of any draft and/or final report and you and your representatives shall discuss such report with us with a view to correcting any errors or questions arising therefrom.
7. WHAT WE SHALL DO FOR YOU
7.1 We shall do our best to exploit your songs.
7.2 We shall exploit each Song by either granting licenses for commercial recordings of the Song or by granting a license for the use of the Song in a commercial or for a cinema or television film or by bona fide broadcasting transmitting or otherwise communicating the Songs to members of the public (including via terrestrial/satellite/internet radio).
7.3 If we have not in relation to any Song done any of these things within two (2) years after the end of the Term of this Agreement then our rights in respect of such Song shall revert to you (subject only to any rights vested in third parties) upon receipt of a written request for reversion. Notwithstanding the foregoing, if we have made any recoupable payments to you and your account shall remain unrecouped at the end of the above mentioned two (2) year period, then we shall have a further period of an additional three (3) years within which to achieve some form of commercial exploitation before any such unexploited Songs shall revert to you.
7.4 We shall cause the Songs to be registered with the appropriate copyright collection societies.
8. YOUR PROMISES TO US:
8.1 You are free to enter into this Agreement and own all the rights in and to the Songs.
8.2 The Songs are original and do not infringe the rights of any third party.
8.3 To indemnify us against all loss and damage (including legal fees and costs) arising out of any claim by a third party which is inconsistent with any promise made by your Agreement and you shall agree to reimburse us on demand for any payment made by us with respect to any liability or claim to which the foregoing indemnity applies.
8.4 You shall waive all moral rights and shall not enforce or exercise your moral rights in the Songs so as to restrict or restrain us or any person claiming through us from exploiting the Songs PROVIDED THAT your right to be properly credited as the author of the Songs shall be respected and we shall not authorize knowingly any derogatory adaption of a Song.
8.5 If a claim is presented against us which is inconsistent with the warranties you have given us and if we in our sole discretion consider ourselves to be placed in jeopardy then we shall notify you of such claim. Until such claim has been finally adjudicated or settled, we shall have the right to withhold any and all monies becoming due and payable to you hereunder. Royalties that would otherwise be due to be paid to you shall be deposited in an interest-bearing bank account. Upon the final adjudication or settlement of such claim, we shall disburse all funds (fewer costs and damages) in accordance with the terms of any settlement, judgment, or other disposition thereof
8.6 Your songwriting services are unique and of a personal nature. The loss of your services may not be adequately compensated by damages and so, we will be entitled to injunctive relief against you for failure to provide such services exclusively to us or for other breaches by you.
8.7 We shall be entitled to take legal proceedings in your name to protect our rights under this Agreement.
9. CREATIVE ISSUES
We shall use reasonable commercial endeavors to consult with you on all creative issues to do with the Songs. You shall have a right of consultation over the use of your Songs in commercials and advertisements (but excluding commercials or advertisements for records featuring or promoting your Songs), and over the making of any material changes to the original language lyric or musical content of your Songs.
10. PRS OR EQUIVALENT
10.1 If you are a member of the PRS, then this Agreement shall constitute your certificate for the purpose of rule 1(o) of the PRS, entitling PRS to treat us as “Publishers exploiting the Songs for the benefit of the Writer”. The so-called “Writer’s Share” of all performing right fees shall be six twelfths (6/12) of all such monies collected by the PRS following the deduction of the latter’s collection fees. Such a share shall be paid to you directly by the PRS. The Publishers shall not be under any obligation to collect payor account to you for such “Writer’s Share” of performing right fees. “Publisher’s Share” shall mean the original combined publisher’s share and sub-publishers share of performing fees customarily paid by performing right societies to publishers but not less than six-twelfths (6/12) of gross performing fees.
10.2 You shall notify us immediately if you are a member of any performing or copyright collection society that is not based in the UK.
11. EFFECT OF BREACH
11.1 If we shall materially fail to perform any material obligation and such failure continues for a period of forty-five (45) days after receipt by us of notice in writing from you specifying such default you can terminate the Term of this Agreement by written notice.
11.2 If you shall materially default in the performance of any of the material obligation and such default shall continue for a period of forty-five (45) days after receipt by you of notice in writing from us alleging such default we shall be entitled to forthwith terminate the Term of this
Agreement by written notice.
11.3 Any termination of the Term shall be without prejudice to our already acquired rights hereunder. In the event of any termination under subclause
11.2 then any and all recoupable payments made to you hereunder shall to the extent not recouped by us as at the date of such termination be forthwith repayable by you to us.
11.4 Notwithstanding the foregoing if you fail or refuse to fulfill material obligations hereunder or commit a breach of any of the material terms and/or conditions hereof we may without prejudice to our other rights suspend our obligations to you for the duration of such failure or refusal and the Term of this Agreement shall thereafter be deemed automatically extended for a period equal to all or any part of the period of such default or breach PROVIDED THAT no such suspension or extension for any one default shall exceed two (2) years.
12. JURISDICTION AND INTERPRETATION
This Agreement shall be governed by Ukrainian law.