These terms and conditions represent the standard terms and conditions on which AWAL may agree to distribute recordings but AWAL will not be bound by these terms and conditions unless and until AWAL has sent you an email specifically accepting to be so.
KEY DEFINITIONS: “AWAL” is AWAL Digital Limited (Company Number 4430703; “You” is the individual or legal entity which registered your application via the AWAL 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 AWAL Portal; “Term” commences on the date AWAL 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 AWAL during the Term, including via the Product Uploader; “Your Revenue Share” is 85% of Revenue and “AWAL’s Revenue Share” is 15% of Revenue; and “Accounting” is monthly, within 45 days of the end of each calendar month.
Rights: You grant to AWAL on behalf of all of the relevant rights holders the rights below in and to the Recordings throughout the Territory during the Term (“Rights”):
(a)“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 and webcasting but excluding monetising user generated content and premium music videos via the YouTube platform and excluding distribution via the YouTube subscription services); and
(b)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 on the AWAL website only; 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.
You retain copyright ownership of all Recordings and expressly reserve all rights in and to the Recordings and Ancillary Materials not expressly granted to AWAL. AWAL exercises the rights granted to it as principal and not as an agent. AWAL is not obliged to distribute Recordings Delivered by you (including if a Recording is technically unsatisfactory or inappropriate in any way) but AWAL will promptly notify you of any decision not to distribute and all Rights in the relevant Recording will revert to you on notification. AWAL will use reasonable commercial efforts to credit artist where possible in line with industry practice in connection with commercial release of the Recordings but AWAL, its licensees and agents will not be in breach of this Agreement for any failure to credit. AWAL will use reasonable commercial efforts to rectify any such failure prospectively following notice, where rectification is feasible, practical and within AWAL’s control.
Delivery: You are solely responsible at your cost for creation, clearance (as per the “Warranties” and “Mechanicals, Clearances & Licences” clauses below) and Delivery to AWAL 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 AWAL Product Uploader, or as otherwise agreed by AWAL. Following Delivery, AWAL will not remix, re-master, edit or alter any Recording (except as required for technical or timing reasons), without your prior written approval. AWAL 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 AWAL incurs any approved video encoding costs on your behalf at any time, AWAL 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 AWAL such amounts.
REVENUE: In consideration of the Rights granted to AWAL, AWAL will pay Your Revenue Share to you and will retain AWAL’s Revenue Share to its own account. “Revenue” is gross revenue actually received by or credited to AWAL directly and identifiably arising from exploitation of the Recordings less any VAT, other sales taxes, refunds or credits.
Accounting: AWAL will account to and pay you on a monthly basis, within 45 days of the end of each calendar month, with AWAL to make all payments to you in the currency and to the bank account provided by you via the AWAL 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, AWAL 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 AWAL’s books and records solely to the extent that they relate to the exploitation of Recordings under this Agreement on giving AWAL 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 AWAL or adjudicated by a court of competent jurisdiction as being due, AWAL will promptly pay such underpayment to you.
Warranties: 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; AWAL’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 AWAL’s exercise of the Rights; none of the Recordings or Ancillary Materials contain material which is obscene, defamatory or may expose AWAL 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 AWAL, its licensees or agents authorised by AWAL (whether under a specific or blanket licence); and if you are sales tax registered, you will inform AWAL via the AWAL Portal and if you are UK VAT registered you will enter into a Self-Billing Agreement with AWAL in a form reasonably required by AWAL. You indemnify AWAL and agree to hold AWAL, 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 AWAL 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 AWAL to be dismissed from such proceedings.
MECHANICALS, CLEARANCES & LICENCES: To the extent that any digital retailer or service provider (“DSP”) authorised by AWAL 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. AWAL 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 AWAL 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, AWAL 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; AWAL 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 AWAL 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 AWAL will be granted any necessary synchronisation rights for the use of such Composition on a gratis basis solely for such purposes. If AWAL is required to pay mechanical, public performance or any other payments to the rights holders of any Compositions at any time, AWAL 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 AWAL such amounts.
POST TERM: On termination of the Term: AWAL 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 AWAL will not be responsible or liable for any take down delay or default by any DSP; and AWAL 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 AWAL’s reasonable time and materials in making such transfer). If, following the Term, AWAL through no fault of its own continues to receive Revenue, AWAL will pay you that Revenue subject to deduction of AWAL’s Revenue Share.
UPDATES: AWAL reserves the right to amend or update these Terms & Conditions or any part thereof upon notice to You, such notice to be given via the AWAL Portal. For clarity, AWAL will not amend or update the definitions of Recordings, Term, Territory, AWAL Revenue Share or Your Revenue Share without Your prior approval, such approval to be given via the AWAL Portal or by email.
We may share personal data you provide to us with our affiliates and with consultants, service providers (e.g., DSPs) and contractors that we use to support our business and operations who have agreed to keep the information confidential and use it only to provide the applicable service(s). We use your personal data for the purposes of responding to any requests you may make, to provide the revenue collecting and accounting services described in these Terms & Conditions, to follow up with you after you have communicated with us or submitted information to us, to improve our services and website, and to communicate with you via our newsletters (unless you have requested that we not send such communications); and as otherwise specified at the point of personal data collection on our website www.awal.com.
You authorise AWAL to transfer your personal data outside of the European Economic Area. This may include transferring it to or accessing it from other jurisdictions that may not provide a level of protection equivalent to the laws in your jurisdiction. We take appropriate steps to protect personal data from loss, misuse and unauthorised access, disclosure, alteration or destruction, whether in transmission or storage. Please keep in mind, however, that there is no such thing as perfect security, and no Internet transmission is ever completely secure or error-free. Moreover, you are responsible for maintaining the confidentiality of any user name and password you use.
We take all reasonable steps to ensure that your personal data is accurate, complete and up-to-date. Under the Data Protection Act 1998 you have a right to ask for access to the personal data we hold about you (which may be subject to a small fee) and/or ask that we correct that data if necessary. If at any time you wish to access or correct your personal data, please let us know using the following contact details: firstname.lastname@example.org. We may ask you to verify your identity before we disclose any personal data or modify the personal data.