Effective as of Jun 16th, 2014
United Entertainment & Media Limited allows owners and holders of rights to an intellectual property rights material (script, musical work, photograph, book etc) or (each, a “Owner/Holder”) to submit their materials directly to the website located at www.uemlimited.com (the “Site”), via download link(s) or emails and through its subsidiaries and affiliates.
Notice: By using our services and submitting materials, you represent and warrant that (a) all information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are 18 years of age or older; and (d) your use of the our services does not violate any applicable law, rules, regulations or orders. Your submitted material may be rejected and/or deleted without warning if we believe that you are under 18 years of age or otherwise, are not eligible pursuant to the foregoing.
We may modify this Agreement from time to time by posting the amendments on the Site, and such modifications shall be effective upon such posting. Our right to modify this Agreement includes the right to add, remove or amend the terms hereof. By using the Site and/or the Services after any such modification, you agree to be bound by all such modifications from the time of such use. You should periodically visit this page to determine the current Agreement to which you are bound. When this Agreement is modified, we will also modify the "effective as of" date set forth at the beginning of this Agreement.
If there is a conflict between this Agreement and the terms posted for or applicable to a specific portion of the Site or specific Services, the terms with respect to the specific portion of the Site or specific Services shall control with respect to your use of that portion of the Site or that specific Service.
I. Submitted materials
Licensor is the sole owner/controller or holder of the submitted materials, and wishes to license, on a non-exclusive basis, those materials;
- musical works (compositions and master recordings for Film/TV Placement, Soundtracks, Commercials, Video Games, Background Music, Digital and CD Compilations, Multimedia, as well as digital distribution and in-store music licensing, directly or through its subsidiaries and affiliates (all of which are hereinafter defined); for the Term (as hereinafter defined) and Territory (as hereinafter defined);
- a book, for the purpose of being published and marketed;
- a script, for the purpose of being pitched to our affiliates and partners;
- photographs, for the purpose of being published and marketed.
A. Musical Works
WHEREAS Licensee desires to exploit those compositions and master recordings and to issue License(s) (as hereinafter defined), administer and collect all revenues from each Licensed Use (as hereinafter defined); and compensate Licensor for such Licensed Uses.
NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements hereinafter set forth, the parties hereto hereby agree as follows:
1. RIGHTS GRANTED
Licensor hereby grants to Licensee the followings rights in relation to the compositions and masters throughout the world during the term of this agreement:
a. The non-exclusive right to license the compositions and masters to third parties for Film/TV Placement, Soundtracks, Commercials, Video Games, Background Music, Digital and CD Compilations, Multimedia, as well as digital distribution and in-store music licensing.
b. The non-exclusive right to use and publish the name, logo, approved likeness of the artist and other persons associated with the Licensed Songs and approved biography of the Licensor in connection with the exploitation by the Licensee of the rights granted hereunder this agreement.
c. Subject to the rights of any performing rights society, the right to authorize the public performance and broadcast of records containing the compositions and masters;
d. And the non-exclusive right to use extracts taken from the masters not exceeding 30 seconds in any single usage and all media and any and all formats now known, or hereafter devised in connection with the promotion of Licensor’s music catalogues. Licensee also reserves the right to feature the Licensed Songs in a playlist, include the Licensed Songs in a Storage Media for commercial or promotional use, sublicense any of its rights to its parent, subsidiaries or affiliates, or refrain from doing any of the foregoing in its sole discretion.
e. Licensor retains 100% of the writer and publisher’s share. The licensee shall directly pay to the Licensor the performance royalties accrued from the background/in-store music placements, however, Licensor shall receive all other public performance royalties throughout the world directly from the performing rights organization to which Licensor is an affiliated member.
a. Licensee shall be entitled to keep for Licensee’s own benefit fifty percent (50%) of all license fees, synchronization fees and master use license fees earned in connection with the rights granted in section 1 (a) and for any placements secured or negotiated by Licensee on behalf of Licensor (individually and collectively hereinafter referred to as the “Fees”).
b. Fifty percent (50%) of any and all gross revenues actually received or credited to Licensee’s account from the exploitation by Licensee through its subsidiaries and affiliates or other partner web addresses or websites controlled by Licensee.
c. In the event any user is paying a blanket use fee for the use of a package of compositions, Licensor’s share of such blanket fee shall be calculated based upon the number of musical works in such package which were provided by Licensor, compared to the total number of compositions and master recordings in such package. Varying length versions of the same composition shall constitute a single composition. If the package is licensed for usage over a period of more than one (1) year, or if the license of the package requires additional compositions to be provided by Licensee as a part of such blanket fee, the blanket fee shall be prorated on an annualized, level basis to reflect the period of such license agreement and the total number of compositions to be provided thereunder.
a. The amounts payable to Licensor will be paid within 45 days after the end of each calendar quarter (March 31, June 30, September 30, and December 31).
b. Licensee will accumulate amounts payable to Licensor until the Licensor’s account balance reaches GBP 100.00, at which time Licensee will pay Licensor according to the normal distribution schedule listed in Section 3 (a). In the event Licensor or Licensee elects to terminate this agreement, all monies owed to Licensor will be paid upon termination regardless of account balance.
4. TERRITORY: Worldwide
5. TERM AND TERMINATION OF AGREEMENT
The initial term of this Agreement is for 36 months starting from your submission’s date. The term will be renewed automatically for a successive 1-year term unless either Licensee or Licensor provides notice of termination 90 days prior to the original term’s termination date.
Upon Termination, Licensee will discontinue offering and marketing musical works to third parties and will remove musical works from hard-drives, websites and any other distribution medium within Licensee’s control, within the end of the first full calendar after the termination date. Unless musical works are part of a sub-licensee’s blanket agreement for a specific term, musical works will be removed at the expiration of the sub-licensees’ agreement. Licensee will not be responsible for the recall of any CD or Phonograph Records once placed in the marketplace.
After Termination, Licensee retains the right to issue licenses, collect payment and remit Licensor’s share of revenue per the terms of this agreement, of any usage of the musical work occurring after the Termination but placed in the market before Termination. Further, Licensee retains the right to collect payments and remit Licensor’s share of revenue on any licenses issued prior to termination per the terms of this agreement.
Licensor warrants and represents that all Musical Works listed on the exhibit A are Pre-Cleared for licensing to and by Licensee:
Licensor warrants and represents that for each Musical Work, Licensor owns, controls, administers and/or represents 100% of all copyrights in the Musical Work(s) that are subject to this Agreement, and that NO SAMPLES, COVERS, QUOTES, OR ANY PART OF ANOTHER’S COPYRIGHT ARE USED WITHOUT WRITTEN PERMISSION FROM ALL NECESSARY RIGHTS HOLDERS for any use.
Licensor warrants and represents that Licensor, nor any entity or person represented by Licensor, is bound by any agreement that prevents Licensor from entering into this Agreement.
Licensor agrees that any third party may use portions of or the entire musical work, and may edit, loop, enhance, or modify the musical work, provided that any such change shall not alter the fundamental character of the portion of the musical work being used, and any such change shall not give rise to any ownership rights or claims, including copyright, on the part of the third party, in or to the resultant master recording or underlying composition. Licensor accepts and agrees that with respect to any Licensed Use, including those in a foreign territory outside of the US and UK such changes and alterations may be made without their approval.
Licensor waives any so-called “moral rights” which may now be or may hereafter to recognized, as well as any and all claims which it has or may have against Licensee, its sub-licensees, successors and assigns, by use of the musical works and its underlying Original Composition and Original Master Recording.
Licensor has obtained all necessary consents and Licenses with regard to all Original Compositions, Original Master Recordings, and the musical works. And it is not aware of any judgments, decrees, awards, orders or injunctions, actions, and or claims, threatened or pending against Licensor with regard to the Original Compositions, or the Original Master Recordings, directly or indirectly.
The licensee shall not be required to make any payments to Licensor or on Licensor’s behalf for or in connection with the acquisition, exercise or exploitation of rights by Licensee pursuant to this Agreement, except as specifically provided in this Agreement. Licensor agrees to be solely responsible for and shall pay all sums due to the writers, artists, producers, and other third-party payments, and all other persons entitled to receive compensation with regard to the Original Compositions, Original Master Recordings and the musical works exploited hereunder.
We do no longer accept unsolicited book submission via the website (effective as of May 5th, 2017)
We do no longer accept unsolicited script submission via the website (effective as of May 5th, 2017)
We do no longer accept unsolicited script submission via the website (effective as of May 5th, 2017)
For book, script and photographic materials, please call to set up a personal meeting.
Phone: +44 20 3856 3831
II. Prohibited materials
This is a partial list of materials that are illegal or prohibited to be submitted on the site (www.uemlimited.com):
1) sexually explicit or violent;
2) solicits personal information from anyone under 18;
3) offensive and/or promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
4) obscene or lewd or contains nudity or violence, or is otherwise offensive or objectionable subject matter or contains a link to a website containing any such Content;
5) harasses or advocates harassment of another person;
6) promotes information that you know or should know is false or misleading or promotes conduct that is abusive, threatening, obscene, defamatory or libelous;
7) promotes an illegal or unauthorized copy of another person's copyrighted work, providing information to circumvent copy-protect devices, or providing pirated music or links to pirated music files;
8) furthers or promotes any illegal activity or criminal enterprise or provides instructional information about illegal activities including without limitation making or buying illegal weapons or providing or creating computer viruses;
9) includes a photograph, book, script, image or likeness of another person that you have posted without that person’s consent; or
10) violates the copyright, trademark, patent, trade secret, privacy, publicity, contract right or any other right of any person.
The licensee shall have the right to assign this agreement and any of its rights hereunder and to delegate any of its obligations hereunder in whole or in part, to any person, firm or corporation. You may not assign or transfer any of your rights or obligations under this Agreement without the prior written consent of United Entertainment & Media Limited, and any such attempted assignment or transfer without such prior written consent shall be null and void.
Licensor and Licensee shall, at all times, indemnify and hold one another, their licensees, assignees and affiliated companies, and the officers, directors, employees, and agents of all the foregoing, harmless from and against any and all claims, damages, liabilities, costs and expenses (including reasonable attorney’s fees, expenses and court costs) arising out of the exercise of any rights granted herein or out of any breach by Licensor or Licensee, and their officers, directors, employees and agents of all the foregoing, of any representation, warranty or provision contained herein or any claims thereof.
As to all matters to be determined by mutual agreement, or as to which any approval or consent is required, such agreement, approval or consent will not be unreasonably withheld unless otherwise specified herein.
All notices under this Agreement to United Entertainment & Media Limited will be in writing and will be given by courier or other personal delivery or by registered or certified mail (as to all of the foregoing, prepaid return receipt requested), or by facsimile transmission (with a copy sent currently by certified mail, return receipt requested), as designated by notice by the party concerned or simply via email (see below).
TO LICENSOR: As we receive a huge volume of submissions, United Entertainment & Media Limited is not required to inform the Licensor, whether or not the submitted materials have been accepted or rejected. However, when a submitted material has been placed in a project and a minimum royalty of GBP 100.00 has been generated, United Entertainment & Media Limited will contact the Licensee via the email that the Licensee has provided and request a (Paypal) email account or a bank account to transfer the Licensor’s share of royalty.
TO LICENSEE: United Entertainment & Media Limited, 31-33 High Holborn, London, WC1V 6AX, United Kingdom
Via Email: email@example.com
11. EVENTS OF DEFAULT: REMEDIES
As a condition precedent to any assertion by any party hereunder of any default or breach under this Agreement, or of any warranty, representation or covenant contained herein, the non-defaulting party shall first notify the other, reciting the nature of such default or breach and the specific facts upon which such claim is based. The party allegedly in default shall have a period of thirty (30) days from receipt of such notice within which to cure such breach or default. During such (30) day period, no default or breach of this Agreement shall be deemed to be incurable.
You and United Entertainment & Media Limited enter into this Agreement as independent contractors, and neither United Entertainment & Media Limited nor you shall be or construed to be a partner, joint venturer, agent or employee of the other party.
13. LIMITATION ON LIABILITY
a. In no event shall United Entertainment & Media Limited or any of its affiliates, or any officers, directors, employees, agents, owners or representatives of any of the foregoing (collectively, “related parties”) be liable to you or any other party for any special, indirect, reliance, incidental, punitive, exemplary or consequential damages of any kind, lost profits, lost revenue, loss of business, or loss of goodwill, whether arising in contract (including without limitation any non-standard music rights agreement or any type of agreement), tort (including without limitation negligence) or otherwise, or for any breach of associated with the transmission of sensitive information through the site, even if United Entertainment & Media Limited or any of its related parties have been notified of the possibility thereof.
b. Regardless of the previous paragraphs, if any related party is found liable, the aggregate liability of the related parties for any and all claims, actions, demands, losses, liability, damages (actual and consequential), costs, expenses or similar items of any kind of nature, whether known or unknown (collectively, “claims”) arising under or related to this agreement, the site, the services or otherwise shall be limited to the greater of (I) GPB 50, or (II) the fees actually paid to and retained by United Entertainment & Media Limited for the services giving rise to the liability.
14. AMENDMENTS TO THE AGREEMENT TO ARBITRATE
You and United Entertainment & Media Limited agree that if United Entertainment & Media Limited amends this agreement to arbitrate in the future, the amendment shall not apply to a claim or dispute filed by either party prior to the effective date of the amendment.
If the agreement to arbitrate does not apply to you, either because you opt-out or as a result of a decision by an arbitrator or court order, you agree that any claim or dispute that has arisen between you and United Entertainment & Media Limited will be resolved exclusively by the High Court of Justice in London, United Kingdom.
15. FORCE MAJEURE
United Entertainment & Media Limited shall not be liable for any delay or failure in performance resulting from acts or occurrences beyond the reasonable control of United Entertainment & Media Limited, including, without limitation, (and whether similar or dissimilar) acts of God, acts of war, terrorism, riot, fire, flood, or other disaster or other natural occurrence, acts of government, strike, lockout, or power or Internet failure.
16. GENERAL PROVISIONS
This Agreement and any attachments constitute the entire understanding between the parties with respect to the subject matter hereof.
b. This Agreement shall be construed and shall take effect in accordance with the laws of England and the words and expressions used herein where the context so admits shall have the meanings as are assigned to them by the act and the parties hereto hereby submit to the jurisdiction of the High Court of Justice in London.
c. In the event of any action, suit or proceeding arising from or based on this Agreement brought by either party against the other, the prevailing party shall be entitled to recover from the other its reasonable attorneys’ fees and costs in connection therewith in addition to any other relief to which the prevailing party may be entitled.
For any inquiries, please send an email to: info @ uemlimited.com