By clicking “I accept the terms and conditions” on the distribution interface of Building Entertainment Ltd., you agree to these terms and conditions of distribution for yourself or your company.

This agreement is accepted on the date you tick the box indicating “accepts the terms and conditions” and for each new submissions of content.

Between: the representative or legal person who purchases a digital distribution service will hereinafter be called “the artist” on the one hand

And

Building Entertainment Ltd., company registered under number 2676547, based in Hong Kong, Flat 3, 8 Floor, 1 Tai Ha Street, Kwai Chung, NT, Hong Kong

Hereinafter referred to as “Building”

The artist and Building are commonly called “parties”, or individually “part”

BEING AGREED

This agreement is a digital distribution contract. This contract is non-exclusive, allowing to put at the disposal of Building the specific content that it has submitted. All content transmitted to Building will be considered exclusive to Building for the conceding territories.

DEFINITIONS

“Intellectual and commercial property of the Masters” : Copyright, domain names, database rights, design rights, trademarks and any other registered or unregistered creations that may be protected by patent laws, copyrights , brands or equivalent.

“Master” : Original recordings, in their final commercial version, audio and / or video, submitted to the distribution of Building.

“Materials” : As mentionned in Article 1

“Datas” : All data and information directly related to a content, including: artist names, barcodes, ISRC codes, authors, composers, publishers, producers, media names, track titles, dates (recordings, release …) ), and any other information required by the various online stores and data processing service.

“Selling files” : Equivalent to “One Sheet”, entitled use in the music industry. This file contains a snapshot of the various information related to the release of the content as well as information on the various marketing and / or promotional activities.

“Territories” : The release of the recordings is possible “worldwide” for the whole of the digital distribution. If the artist wishes a territorial restriction of the release, an email notification is required, if it is not already included on the platform, must be sent to Building at the time of publication, in accordance with the Article 3.5.

“Building Customer Platform” : The online platform owned, developed and hosted by Horus Music, licensed to operate with Building Entertainment Ltd. Allows different users to download their content, edit the edited one, access daily and / or monthly sales figures, download statements, invoices and use other tools made available at any time.

PURPOSE OF THE AGREEMENT

1. Grant of rights

1.1 The Artist grants Building and its business partners on the distribution platform the right to distribute from its catalog the following:

• Digital audio masters.

• Digital video masters.

• artist images.

• illustrations associated with any output.

• The name of the artist.

• Logo of the artist.

• Biographies.

• Lyrics of the songs (if any)

• digital booklets.

• Press releases and sales / single sheets.

• the datas associated with any publication.

1.2 The Artist grants and certifies that they have all the licenses, exploitation rights, agreements and contracts at the time of release of the content by Building, which gives them all the legal rights and the right to distribute Masters and any material listed in section 1.1.

1. Exclusivity

2.1 This contract is a non-exclusive agreement in the sense that the Artist is free to choose which distributor or aggregator will be in charge of the release of each Master.

2.2 By agreeing to submit the Master to Building, the Artist grants in fact to Building the exclusive right of distribution on these supports, on all platforms and on all services approved by Building as well as its business partners of the distribution platform , subject to the restrictions notified to Building in accordance with Article 3.5. This exclusivity of the Masters tracks is a requirement of all download stores and streaming and mobile sites provided by Building.

2.3 In the case which a Master distributed by Building is also distributed by another company, Building will ask the Artist to issue a withdrawal notice. If the Artist refuses or fails to resolve the problem, Building reserves the right to terminate this Agreement by written notice.

2.4 Building reserves the right to not distribute a Master with is against the values of the company (racial hate, terrorisme, encouraging or glorifying criminal activity, … ), or whose finished product or manufactured would not have a releasable quality satisfactory. Building reserves to right to decide by itself if the content is against its values or not.

1. The Artist must:

3.1 Building requests to provide the Masters that the Artist wishes to distribute and to provide them in accordance with the specifications set out in Annex 2, as well as all applicable data, data and other media, within a time limit of 6 (six ) weeks before the global release date and a minimum of 10 (ten) days. In the event that the Artist is unable to provide the Masters to the specifications requested, Building will not make the necessary modifications, unless the Artist so requests on his behalf and in writing to Building, who will be subject to the charges stated in Annex 1;

3.2 Download the Masters via the distribution platform:

3.3 Provide the sales information, images and logos required for the promotion and any other relevant material referred to in Article 1 within a minimum of 6 (six) weeks prior to release and 10 (ten) days minimum.

3.4 Notify to Building by email before or during delivery of any restrictions that may and / or will apply to the grant of rights under this Agreement, including stores that would not be permitted to be delivered by Building.

3.5 Ensure that masters containing swear words, sexually explicit or criminal words are identified as “explicit lyrics” before the release by Building

3.6 Keeping a good communication with Building for promotion and / or marketing of Masters subject to prior commitment; and

3.7 Pay all bills issued by Building within 7 (seven) days of issue. These invoices must be prepared in accordance with Annex 4. In the event that a payment is due for a service or an item not listed in Schedule 1, Building must agree in advance the amount due with the Artist before date of issue of it by Building to the Artist.

3.8 Any technical problem or problem with online stores must be reported to Building asap by using the following email address: contact @ building-ent.hk

1. Building will be:

4.1 Distributor of the Masters by using its digital distribution interface and with its business partners on the distribution platform or any partner stores and/or services at any given time, with the exception of those notified to Building as excluded from Article 3.4;

4.2 Building will make a reasonable effort to have the masters available to the public on the agreed release date. However, Building can not guarantee availability, regardless of the chosen date, which is out of its control and depends on (i) when the Artist delivers the masters to Building and (ii) if the digital stores will accept the Masters;

4.3 Take all reasonable precautions to ensure that piracy and pre-deliberation of the Masters are minimized.

4.4 Create data per track, if any, and provide them to the online stores, aggregators and mobile communications companies, as long as they are not provided by the Artist;

4.5 Building will do the best to respond to written communications within 72 hours during the week days.

1. Term of Rights and Termination:

5.1 After submitting the contents to Building for distribution, the Artist grants Building the exclusive right to distribute the content for a minimum period of 3 (three) months from the first broadcast.

5.2 The minimum duration will be tacitly extended for the same duration, unless the Artist or Building notifies it before the end of any period as stipulated below.

5.3 The distribution of any content may be terminated by the Artist or Building at the end of the initial period of 3 (three) months or at the end of any renewal period, subject to the notification by the Party concerned to the at least 30 (thirty) days before the end of the period in operation.

5.4 This Agreement may be terminated in its entirety by either party subject to notice in the following cases:

5.4.1 There is a dispute between the parties and the dispute is not resolved by the dispute settlement procedure provided for in Article 13.9 of this Agreement; or

5.4.2 The other party is designated as being in voluntary or compulsory liquidation or recovery for the benefit of creditors.

5.5 Building has the right to terminate the contract in its entirety by an immediate notification in the event that the Artist does not provide the correct information or data, breaches the security of the distribution platform made available by Building, submits content illegally obtained or unauthorized, for which the Artist is not allowed to release. Or any falsified content, or any other cause that may be detrimental to Building or any of its business partners.

5.6 In case of early termination or expiration of this Agreement in its entirety or for any reason, Building (and its business partners) will immediately cease all exploitation and distribution of the Content and will promptly terminate the Agreement. data and tracks from the distribution platforms and any other partner platforms, will destroy all other elements concerning the Artist, subject only to the interests of third parties and in good faith existing.

5.7 In the case, and for any reason whatsoever, if Building is required to remove content from any of the online stores or any of the digital platforms, Building will not be responsible for any delay. in the process of removing content.

5.8 Content removal notices will be issued within 7 (seven) business days of receipt of written notice to all online stores, unless the Artist has a debt that appears unpaid to Building.

5.9 Building will suspend or terminate the accounts of any Artist making derogatory remarks about any public forum, website or online social networks for Building and its services.

1. Accounting :

6.1 Building will return to the Artist 80% (eighty percent) of the net receipts in the case of the Artist has selected the free distribution, or 100% (one hundred percent) of the net receipt if the Artist has selected the paid distribution and that Building will donate to the artist on a monthly basis within 30 (thirty) days end of the month.

6.2 Building and its partners will create the bills of the royalties to the Artist. The Artist will be able to obtain a copy of the invoices automatically via the distribution platform, as well as all detailed reports.

6.3 The term “net revenue” means, unless expressly stated otherwise herein, the total sum of any royalties and / or gross advances (hereinafter referred to as “gross revenues”) received by Building, or any of its partners directly linked to the digital distribution platform, sales of content submitted by the Artist, after deduction of gross income and all its costs, fees, taxes, VAT, operating expenses and expenses incurred by Building or one of its partners directly related to the digital distribution platform, within the framework of the latter (including and without limitation, Music Publishing royalties payable for digital sales).

6.4 The Artist will be paid in the currency of the Great British Pound unless he applies in writing to Building, subject to exchange fees and currency taxation, which is the law in effect at the time of payment.

6.4.1 If the Artist wishes to be paid on an account outside the United Kingdom, no royalties will be paid if the total due to Ariste for that month is less than 10 (ten) pounds (£ 10.00 ).

6.4.2 If the amount due per month is less than ten British Pounds (£ 10.00), the total amount will be deferred until the minimum amount has been reached.

6.4.3 The Artist may apply to Building for a higher minimum payment amount.

6.5 Building and its business partners on the distribution platform and the Artist will pay their own bank fees.

6.6 Building as well as its business partners on the distribution platform, will pay the Artist via Western Union.

6.7 In the event that the Artist resides outside of the United Kingdom, any payment due to the Artist will be subject to a transaction fee as specified in Appendix 1.

6.8 Building as its business partners, must maintain accounting ledgers directly related to the revenues of the digital distribution of content. The Artist and / or its legal representative shall have the right, once a year, to give 60 (sixty) days written notice to Building for the inspection of such books (to the extent that they relate to this Agreement) to the offices. Building during hours and business days, subject to the following conditions:

6.8.1 All information obtained during this examination will be confidential and can not be disclosed to anyone (except to any legal advice expressly named and designated by the Artist).

6.8.2 If such an examination reveals a breach by Building of more than 20% (twenty percent) due to the Artist, then Building shall contribute to the reasonable cost, previously agreed in writing, of such audit except for travel and / or accommodation) provided that the accounting firm is a chartered accountant located in Hong Kong.

6.8.3 Any errors must be notified to Building within 6 months of the survey. A default notification during this period will be valid for acceptance of the declaration in its entirety.

6.9 Building’s distribution platform provides a daily statistical overview of the sales and flows of certain online stores and shares this information with the Artist. Building and its business partners, has the right to suspend the payment of royalties and revenues for a reasonable period of time (up to a maximum of 36 months and beyond), a corresponding amount to any loss, damage or cost that may be incurred as a result of any breach of this Agreement and General Conditions) at any time in the case of the Artist violating a clause of this Agreement.

6.10 Building as its business partners on the distribution platform, has the right to refuse or block all royalty payments and revenues under Article 11 below, in case of violation or laws in force or orders issued by a court.

1. Taxation:

7.1 In the case of Building as its business partners, would be required by a law in force to deduct and / or retain a sum on income and / or other similar taxes sums due to the Artist under this agreement, Building and its business partners will provide the Artist with a certified deduction and / or withholding income document.

7.2 If the Artist is fiscally registered in the United Kingdom and subject to VAT, Building and its business partners on the distribution platform will invoice VAT on behalf of the Artist to ensure that royalties are paid promptly by including VAT. No payment of VAT will be made until the Artist has signed an automatic VAT invoice and provided a valid copy of his VAT certificate.

7.7.3 In the case where the Artist is resident in Europe for tax purposes, he must always provide Building with an Intracommunity VAT number, in case he owns it and no VAT will be applicable.

1. Rights of the Third Parties (exclusion):

Under the current Contracts (Rights of Third Parties) Law of 1999, this Agreement is not intended to give or apply any provision to any person who does not purport to be an integral and signatory party hereto.

1. Intellectual Property:

9.1 All intellectual property rights on the content (Master) and materials are reserved for the artist.

9.2 The Artist grants a license to Building for the use of the intellectual property rights on the content (Master) and materials (Datas, Visuals …) under the conditions and terms concerned and by accepting the compensation to Building of any claim by third parties for infringement of these intellectual property rights resulting from this Agreement.

9.3 The Artist warrants that it is fully authorized to send to Building the content (Master) that it submits for distribution and to permit Building to sell and distribute such content, the Artist shall be solely responsible for all royalties due to a third party or other party with respect to the sale and distribution (excluding copyright due in respect of music Publishing).

9.4 The Artist agrees to indemnify Building against any claim made against it on the grounds that the distribution of the content (Master) or the use of any Materials is not authorized.

9.5 The Artist agrees to indemnify Building against any claim against it regarding the content of the Masters or Materials.

1. Self-promotion:

The Artist has the right to promote its content in any form whatsoever, if the way is not in conflict with any clause of this Agreement.

1. Piracy :

11.1 If the Artist finds illegal copies of its content sold on the Internet or in digital stores, Building will offer legal assistance, subject to an optional fee, on the basis of mutual agreement to ensure that all sales illegal acts be stopped as soon as possible.

11.1.1 In the event that Building invests in the suppression of illegal sales, the Artist will be required to reimburse Building for legal costs incurred.

11.1.2 Building will retain 50% (fifty percent) of all revenues (net of legal fees) received from any site or store involved in illegal sales.

11.2 In the event that a third party claims that any content submitted for distribution by the Artist infringes its copyright, Master or Publishing, fundamental rights:

11.2.1 Building will immediately inform the Artist of this allegation and will request comments within 24 hours. The party who made the allegation will be copied to this notification;

11.2.2 The artist is obliged to contact the other party and deal directly with them and, if necessary, provide the necessary documents proving that he holds all the necessary rights. Building must be kept informed of any developments in these exchanges between the parties.

11.2.3 Building has the right, and in its sole discretion, to remove the relevant content (s) from the Artist (s) without prior notice or consultation of the Artist. Building will not be held liable or in breach of the contract for any content that it removes from online stores or streaming sites on that basis; and

11.2.3 Building is under no obligation to report to the Artist for any sale or streaming of content (Masters) that does not appear to be owned by the Artist or where necessary Content License Agreements (Master ) or Publishing are not in effect. Building may require the reimbursement of any money paid to the Artist in respect of such sales.

11.2.4 The artist will be held fully responsible for any illegal sale, illegal activity, accounting and negotiation with third parties in the matter.

1. Online Platform :

Building, as its business partners, will allow the Artist to access the distribution interface available, on which it will be able to download its content (Masters), track his sales and its daily flows , view and download monthly account statements and use a number of tools to promote its content (Master). The artist accepts that:

12.1 The distribution platform made available, with all the tools contained, is the exclusive access property of Building as well as its business partners on the distribution platform;

12.2 All usernames and passwords will remain confidential and will not be passed on to any other party or company;

12.3 Building will not be responsible for services that may not be available on the distribution platform from time to time or if the distribution platform is offline for a period of time;

12.4 The Artist will not attempt to modify, copy or interfere with the programming code that operates the distribution platform;

12.5 The Artist will not attempt to enter secure areas of the distribution platform or access hosting servers or compromise the security of the distribution platform in any way;

12.6 The Artist will not attempt to connect to another user;

12.7 The Artist will not present the distribution platform to a competitor of Building;

12.8 Building and its business partners on the distribution platform will ensure that it remains secure and that all assets and content are backed up regularly;

12.9 Building and its business partners, has the right to suspend any access to the distribution platform at any time; and

12.10 At times, Building may provide additional services via the distribution platform that are paid for their use by the Artist. The Artist will not be billed for any service that he has not accepted.

1. Miscellaneous:

13.1 All amounts mentioned in these Conditions and all prices are exclusive of VAT.

13.2 None Party shall be liable to the other for any breach of these Conditions caused by force majeure, war, revolution, riot, civil disturbance, strike, lockout, flood, fire or any other cause. Building as well as its business partners always counts the amounts payable to the Artist, unless this is specifically affected.

13.3 Building as its business partners, will not be liable if any content (Masters) are refused by the stores or deleted from the stores.

13.4 The Artist will be responsible to the checking of the stores and the transmission to Building of the problems encountered. Building and its business partners, will use its reasonable efforts to correct any reported issues to the extent that it is the control of Building and its business partners on the distribution platform.

13.5 The terms and conditions of this Agreement and its annexes may only be changed in writing, signed by a legal representative of each party.

13.6 The Artist agrees that he has taken legal advice before signing this agreement and accepts the completeness after validation.

13.7 Each party agrees not to publish or disclose (except to its professional advisors) information about this agreement or the other party’s affairs that are confidential, except for information that becomes available to the public (other than as a result of a breach of this clause) or becomes accessible to the receiving party by other sources without restriction as to its use or disclosure.

13.8 Nothing in this Agreement shall be deemed to create a partnership between the parties or the relationship of a merger between the Contracting Parties to this Agreement.

13.9 The parties shall meet or hold a conference call within fourteen business days of receipt by either party of written notice of any dispute relating to this Agreement. If the dispute is not resolved, the parties will seek to resolve the dispute through mediation and amicable settlement for the effective resolution of disputes. Each party will be responsible for its own costs.

This agreement shall be governed by and construed in accordance with the laws of Hong Kong and their courts shall be the only competent courts.

By clicking ON Buy in our store and each time you deliver a new version to building entertainment ltd., You agree to the terms and conditions of this agreement, dated the day you sent your version.

Annex 1

List of Building costs

If additional services or works are required, the following will be charged to the Artist, as stated in clauses 3.1 and 3.2. Fees may be reviewed at the discretion of Building at any time, but only after a month’s notice to the Artist.

Digital Releases – Audio and Video

1. Corrections and changes to datas once submitted and delivered to stores – £ 15.00 per change.
2. Take Down within 3 months of the release – £ 150.00.
3. Take Down a specific platform – £ 15.00 per platform
4. Forced removal within 12 months of publication due to hacking – £ 200.00
5. Digital Audio CD Master Conversations to WAV – £ 70.00 per pack of 10 tracks.
6. Video format conversion up to five minutes – £ 80.00 per video.
7. Digital conversion and delivery of images / illustrations – £ 30.00 per file.
8. Rename and correct datas and files to Building specifications for bulk download – £ 100.00 per release.
9. Delivery or Masters Track change once delivered to stores – £ 40.00 per Master.
10. Re-delivery of Video Master or Video Master Change once delivered – £ 70.00 per Master.
11. Urgent delivery the same day (if delivered before 15:00 UK time) – £ 80.00 per release
12. Mastering for iTunes (which also includes normal mastering file) – £ 30.00 per track.

OTHER SERVICES

1. Writing a Sales Sheet (with 2 revisions) – Prices available on request.
2. Amendments and additions to Sales Sheets – Prices available on request
3. 1 day Artwork design (with 2 revisions- Prices available on request
4. Additional Artwork Revision – Prices available on request
5. UK Playlisting Campaign (3 weeks minimum) – prices available on request.
6. Training to use client area – free for first hour.
7. Uploading to client area – £60.00 per audio master, £75.00 for video.
8. Overseas royalties transaction fee (outside United Kingdom) – £3.00.
9. UK Chart Registration – £10.00 per release.

A Unit is defined as a single physical item or one digital configuration.

Annex 2 – Digital only

Digital File via Distribution Platform

1. Building accepts only 16-bit, 44,100 KHz or 24-bit WAV audio files, 44,100 kHz to 96 KHz.
2. Illustrations must be JPEG / JPG, 3000 x 3000 pixels, 300 dpi and minimum RGB. CYMK is not allowed.
3. The datas to be completed online.
4. The above specification is subject to change. The licensor will be notified by email.