ALTERHIT SERVICE WEBSITE TERMS AND CONDITIONS

Terms and conditions for the use of this site

Please read these terms and conditions carefully before using the website operated by Alterhit. ('we', 'us' ) They contain important information about your rights and obligations. You can print out these terms and conditions by clicking on the print icon on your browser.

1. Introduction

1.1 By clicking on the 'I Accept' button at the bottom of these terms and conditions you agree to be legally bound by these terms and conditions as they may be modified and posted on our website from time to time.

1.2 If you do not wish to be bound by these terms and conditions then you may not use our website.

2. Nature of our website

2.1 Our website describes how you can participate in Alterhit in more detail. These terms and conditions govern your participation in Alterhit in whatever capacity you use it.

2.2 Our website is a place for you primarily to generate revenue by submitting certain musical content on MP3 files to us for exploitation via our website on the Internet ( 'the Music'), or purchase only such Music from the website, or access and post personal information about yourself including, photographs, video clips and other user generated content.

2.3 There are varying degrees of participation in Alterhit. You may simply access the website with a view to purchasing the Music featured on Alterhit. Alternatively you may develop your own or join an established network environment within Alterhit called a 'scene'. ( 'Scene'). You will be provided with your own homepage within the Alterhit environment. You will be asked to open an account ('Account') with Alterhit maintained via our website into which you may deposit monies using our secure payment process detailed elsewhere on our website. Your Account may then be used to purchase Music from time to time via our website.

2.4 A Scene may consist of an unlimited number of members but in all cases shall comprise of a leader together with other members. The leader of the Scene is called a 'Notable'. The Notable may be someone who instigates the Scene, or who assumes that position by an election process conducted via the Alterhit service ( the 'Revo').

2.5 The Notable may charge a commission on any sales of Music achieved through the Scene which he or she leads. Such commissions will be charged in accordance with the principles set out in clause 6.5 in these terms and conditions.

2.6 The Notable may be removed by Revo. Any member of a Scene may instigate an election provided that a minimum of 25 (twenty five) per cent of the members of that Scene grant permission ( the 'Permission') for such an election. Within 48 hours of receiving the Permission a notice ( the 'Notice') of an impending election must be sent to all other members of the Scene. Members shall have 12 ( twelve) hours ( the 'Voting Period') from the time of sending of the Notice in which to exercise their vote. Upon expiry of the Voting Period all votes so registered shall be counted. If the members of the Scene elect to remove the incumbent Notable and appoint a new Notable that new Notable shall assume the role of Notable by Revolution.

2.7 We shall not be concerned with the day to day management of a Scene or the process of a Revolution and the conduct of the Scene shall be the sole responsibility of its Notable and constituent members from time to time. We shall not intervene at any stage in such management nor shall we act as mediator in the event of dispute.

3. Modifications to website

3.1 We reserve the right to make changes or corrections, alter, suspend or discontinue any aspect of our website or the content or services available through it, including your access to it. Unless explicitly stated to the contrary, any new features including new content and/or new features shall be subject to these terms and conditions.

3.2 Please note that although we try to ensure that the content of our website is accurate, our website may contain typographical errors or other inaccuracies.

4. License Granted by those who submit Music to Alterhit

4.1 Alterhit does not own or claim any proprietary rights in the Music featured on our website. The owner of those rights is the copyright holder in the Music. If you submit Music to us you grant Alterhit and members of a Scene a non-exclusive right to make available the Music via the Internet during the period in which the Music is featured on Alterhit, ( the 'Licence Period') including making any alterations to the Music technically required to make the Music available to other users of Alterhit via the Internet. The Music may include;

1. all audio / or audio visual recordings of your performances of musical works made prior to the Licence Period to the extent available to be licensed as at the date of your registration with Alterhit;
2. all audio / or audio visual recordings of your performances of musical works made during the Licence Period.

4.1.1 You grant Alterhit your express consent to sell the Music on your behalf during the Licence Period.

4.1.2 If you submit music to Alterhit for sale under 4.1.1 above you may choose which Scene(s) you would like to participate in. Your membership of any Scene entitles you to select which Music you wish to share within the Scene and our website. You may at any time revoke your membership of your chosen Scene(s) and the making available of the Music from our website.

4.2 You grant us and members of a Scene the right to display any promotional material relating to the Music.

4.3 You shall observe any further obligations as part of the registration procedure and / or the upload procedure with Alterhit (on a track by track basis).

4.4 You irrevocably consent to us and members of a Scene retaining data relating to you on a database (which means information stored by us or members of a Scene in electronic form relating to the exploitation of the Music hereunder or your personal information) and dealing with such data for the purpose of marketing and exploiting the Music. All databases shall remain the sole property of either us, or as the case may be, the members of a Scene notwithstanding the expiry of the Licence Period.

4.5 You shall refrain from any act which would interfere with the exploitation of the rights granted hereunder.

4.6 Following the expiry of the License Period it is your sole responsibility to delete all copies of the Music and promotional material from any Scene(s) and our website. Alternit shall only maintain appropriate accounting records relative to the making available of the Music during the Licence Period. We shall have no liability whatsoever either to instigate the request or ensure its compliance by members of any Scene.

5. Permissions required of those who submit Music to Alterhit

5.1 You warrant to us and members of a Scene that you are legally entitled ( for example because you own the copyright or are an authorised licensee ) to make the Music available to users of Alterhit during the Licence Period.

5.2 We or members of a Scene may choose not to exploit any Music or promotional material if in our reasonable opinion or that of members of a Scene it is necessary to do so for legal, technical or marketing reasons.

5.3 If you are unable to make any Music available to users of Alterhit due to any act or default of ours for a period of thirty (30) days or longer then your sole remedy shall be to terminate the Licence Period in respect of that Music by notice in writing served at any time prior to the Music being made available.

6. Revenue and Commission

6.1 We shall charge a commission ('Commission') on the sale of Music conducted via the Alterhit service. Commission will be charged at a rate of twenty per cent (20%) of the gross revenue's achieved on such sales of Music either by direct sale to users of Alterhit or through the members of a Scene. Gross Revenue means all gross monies actually received and not returned to the extent derived identifiably from the exploitation of the Music hereunder.

6.2 We shall make deductions from the Gross Revenue ('Deductions'). Deductions shall include

1. all sales taxes;
2. all per unit transaction costs incurred by Alterhit in the fulfilment of any sale of the Music;
3. any payments due to collection societies in respect of any copyrighted works embodied in the Music;
4. any payments due to third parties in respect of the exploitation of the Music;
5. all clawbacks, returns or other credits against Gross Revenue already accounted to you;

6.3 The net revenue ('Net Revenue') shall mean the Gross Revenue less the Deductions and the Commission. If you are an artist making available the Music on our website your selection of Scene(s) will not affect the revenues you may achieve through our website.

6.4 ( If so requested by you we shall provide you with an accounting statement setting out in reasonable detail the calculation of Net Revenue.)

6.5 When sales of Music are made within a Scene of which an artist making available the Music is also a member, a Notable shall be entitled to share in the Commission to the extent of ten per cent ( 10%) (the 'Notable Commission') on the sale of all Music conducted via his or her Scene. Notable Commission will be charged at a rate of ten per cent (10%) of the gross Revenue on such sales of Music either by direct sale to users of Alterhit or through the members of a Scene.

6.6 All members of a Scene may exploit the Music by sale to any other member of a Scene or other Scene. All members of a Scene shall be entitled to charge a commission ('Member Commission') on the sale of all Music conducted via his or her Scene. Member Commission will be charged at a rate of () per cent (%) of the Net Revenue achieved by the Member on such sales of Music either by direct sale to users of Alterhit or through the other members of a Scene.

6.7 If at the end of each calendar month you have a minimum balance of (£20) (�10) in your Account you may choose either to expend that balance on the purchase of further Music or surrender the balance back to Alterhit and we shall repay those monies within ( ) days to you.

6.8 If you submit Music to us it is your sole responsibility to ensure that you have registered the Music with a recognised royalty collection agency or publisher in order to ensure any royalties which might be due to you ('Royalty Payments'). It is your responsibility to notify Alterhit of all such registrations to enable us to properly account for any Royalty Payments.

6.9 Royalty Payments due to you will be automatically processed in accordance with the licensing terms of the Music Alliance provided you have registered the Music with a recognised royalty collection agency or publisher. We shall deduct and retain the royalty from Gross Revenues.

6.7 If any Commission or Deductions are not deducted from Gross Revenues then we shall be entitled to deduct the same from future Gross Revenues.

6.8 You agree to fully indemnify us and keep us fully indemnified against any liability, costs, damages or expenses whatsoever which we incur or suffer as consequence of your doing anything which places you in breach of any third party rights in relation to the Music. We shall, without limiting any other rights we may have, be entitled to use monies held in your account or those held in a Scene by way of set off against any such liability or against liability we incur as a result of your failing to notify to us of your registration with any royalty collection agency or publisher.

7. Warranties provided by those who submit Music to Alterhit

You warrant, undertake and agree that:

7.1 You are free to participate and submit Music to Alterhit.

7.2 You have not entered into any arrangement which might conflict with the service provided by Alterhit and are not under any disability, restriction or prohibition which might prevent you from performing any of your obligations under these terms and conditions.

7.3 The services rendered by you shall be original to you and shall not under laws in force in any part of the world be obscene or blasphemous or defamatory of any person or infringe any right of copyright or right of privacy or right of publicity or moral right or performers' right or performers' property right or any other right of any nature or any person;

7.4 We shall at all times have absolute discretion as to whether to make available to users of Alterhit or to continue or discontinue the making available to users of Alterhit and as to the exploitation of the Music and the terms and conditions of promotion and advertising and all other related matters;

7.5 If at any time during the Licence Period you become aware that the Music you have made available through our website infringes any copyright of a third party (ies) you must immediately delete the Music from our website. If Alterhit determines that any member is guilty of wilful misconduct with regard to copyright Alterhit shall suspend that members Account and any revenues attributable to it with immediate effect pending further investigations by Alterhit as to the members conduct.

7.6 You undertake to indemnify Alterhit and keep us at all times fully indemnified from and against all actions, proceedings, claims, demands, costs (including without prejudice to the generality of this provision legal costs of Alterhit on a solicitor and own client basis), awards and damages however arising directly or indirectly as a result of any breach or your failure to perform of any of your undertakings, warranties or obligations under these terms and conditions.

8. Information you provide to us and the Data Protection Act

8.1 Your privacy is important to us and we will only use the information we collect about you in accordance with the Data Protection Act 1998. We collect information about you for two reasons, firstly to process your registration and second, to provide you with an excellent service. The following applies to any information you provide to us, for example during your participation on the website.

• You authorise us to use, store or otherwise process any personal information which relates to and identifies you, including but not limited to your name and address, to the extent reasonably necessary to provide the services which are available through our website by us, our partners, successors (including the purchaser of the whole or part of our business), associates, sub-contractors or other third parties (together our 'Partner Companies').
• If you send us personal correspondence such as e-mails or letters then we may collect this information into a file specific to you (together, the various purposes set out in this paragraph and in our privacy policy shall be known as 'the Purposes'). All such information collected by us shall be referred to in these terms and conditions as 'Personal Information'.
• You must ensure that the Personal Information you provide is accurate and complete and that all registration details (where applicable) contain your correct name, an address and other requested details. For more information about how we deal with your Personal Information, please read our privacy policy.
• We may use technology to establish patterns of behaviour of participants to our website. This includes the use of 'cookies' which are stored on your browser. You can modify your browser to prevent such tracking.

8.2 By accepting these terms and conditions, you agree to the processing and disclosure of the Personal Information for the Purposes. If you would like to review or modify any part of your Personal Information then you should e-mail us at data@alterhit.com

8.3 In addition, the following also applies to all messages, e-mails, bulletin boards postings, ideas, suggestions, concepts or other material submitted by you to us ('Content'):

• You must own or have the right to submit Content for publication on our website and all Content submitted by you must be legal, honest, decent and truthful and comply with all applicable laws, regulations standards and/or codes of practice;
• you must ensure that all Content submitted to us does not infringe the copyright, design, privacy, publicity, data protection, trade mark or any other rights of any third party, nor be obscene, abusive, threatening, libellous or defamatory of any person or be otherwise unlawful;
• (you must ensure that the Content does not advertise or otherwise solicit for funds or is a solicitation for goods or services; and)
• we have the right to monitor Content and may edit, reject or remove Content if we believe it does not comply with the above and, in particular, we reserve the right to block incoming emails and other Content if we believe that their content is or may be inappropriate or otherwise does not comply with the above
.

8.4 The Internet is a global medium and we do not apply geo-filtering technologies or other digital rights management systems to our website. You grant us a non-exclusive, irrevocable, worldwide licence to publish all Content that you submit to us. You have sole responsibility for the Content which you submit to us and you shall indemnify and shall keep us fully and effectively indemnified on demand from and against all actions, claims, losses, liability, proceedings, damages, costs, expenses, loss of business, loss of profits, business interruption and other pecuniary or consequential loss (including legal costs and expenses) suffered or incurred by us and arising directly or indirectly out of the publication of Content submitted by you to us.

8.5 You undertake that you will not use our website for any purpose that is illegal or prohibited by these terms and conditions, including without limitation the posting or transmitting of any libellous, defamatory, inflammatory or obscene material. If you breach these terms and conditions then your permission to use this website terminates immediately without the necessity of any notice being given to you. We retain the right to deny access to any person who fails to comply with these terms and conditions.

9. Security

You are solely responsible in all respects for all use of and for protecting the confidentiality of any username, e-mail verification and password that may be given to you or selected by you for use on our website. You may not share these with or transfer then to any third parties. You must notify us immediately of any unauthorised use of them or breach of security regarding our website that comes to your attention.

10. Applicability of online materials

10.1 You assume total responsibility and risk for your use of our website and use of all information contained within it.

10.2 We have used our best endeavours to ensure that our website complies with UK laws. However, we make no representations that materials on our website are appropriate or available for use in locations outside the UK. Those who visit our website from other locations do so on their own initiative and are responsible for compliance with all applicable laws. If use of our website and/or viewing of it, or use of any material, content or Music on our website or services, or products offered through our website or services, or products offered through our website are contrary to or infringe any applicable law in your jurisdiction(s), you are not authorised to view or use our website and you must exit immediately.

11. Copyright and monitoring

The contents of our website are a combination of user generated content, published materials and original works produced by us. Our works are protected by international copyright laws and other intellectual property rights. We are the owner of these rights together with our affiliate's or other third party licensors. All product and company names and logos mentioned in our website are trade marks, service marks or trading names of their respective owners, including us. You may download material from our website for the sole purpose of using the website as a social network resource. You acknowledge that if you modify, copy, reproduce, republish, upload, post, transmit or distribute, by any means or in any manner, any material or information on or downloaded from our website including but not limited to the Music, text, graphics, video, messages, codes and/or software unlawfully you do so on your own initiative and we are not responsible for your actions.

12. Linked Sites

We make no representations whatsoever about any other websites which you may access through our website or which may link to our website. When you access any other website you understand that it is independent from us and that we have no control over the content or availability of that website. In addition, a link to any other website does not mean that we endorse or accept any responsibility for the content, or the use of, such a website and we shall not be liable for any loss or damage cause or alleged to be caused by or in connection with use of or reliance on any content, goods or services available on or through any other website or resource. Any concerns regarding any external link should be directed to its website administrator or web master.

13. Availability of our website

We will try to make our website available but cannot guarantee that our website will operate continuously without interruptions or be error free and can accept no liability for its unavailability. You must not attempt to interfere with the proper working of our website and, in particular, you must not attempt to circumvent security, tamper with or hack into, or otherwise disrupt any computer system, server, website, router or any other internet connected device.

14. Liability

14.1 Save as otherwise required by any statutory provision, we exclude all express or implied terms, conditions, warranties representations or endorsements whatsoever with regard to any information featured in the Social Network, our website or any information or service provided through our website.

14.2 We will do our best to ensure that all materials and information published on our website are accurate, but please note that all content, materials and information on our website are provided on an 'as is' basis and you assume total responsibility and risk for your use of our website and use of all information contained within it.

14.3 We accept no liability for any indirect or consequential loss or damage, or for any loss of data, profit, revenue or business (whether direct or indirect) in each case, however caused, even if foreseeable. In circumstances where you suffer loss or damage arising out of or in connection with the viewing, use or performance of our website, we accept no liability for this loss or damage (except where we have been negligent) whether due to inaccuracy, error, omission or any other cause and whether on our part or our servants, agents or any other person or entity.

14.4 If we are liable to you for any reason, our liability will be limited to the amount paid by you into your Account for the previous calendar month. This limit does not apply to any liability we may have for death or personal injury resulting from our negligence or for our fraudulent misrepresentation.

14.5 You are responsible for ensuring that your computer system meets all relevant technical specifications necessary to use our website and is compatible with our website. You also understand that we cannot and do not guarantee or warrant that any material available for downloading from our website will be free from infection, viruses and/or other code that has contaminating or destructive properties. You are responsible for implementing sufficient procedures and virus checks (including anti-virus and other security checks) to satisfy your particular requirements for the accuracy of data input and output.

14.6 The limitations and exclusions in this clause do not affect your non-excludable statutory rights and only apply to the extent permitted by applicable law.

15. General

15.1 We may assign, transfer, novate or subcontract any or all of our rights and obligations under these terms and conditions at any time.

15.2 We may alter these terms and conditions from time to time and post the new version on our website, following which all use of our website will be governed by that version. You must check the terms and conditions on the website regularly.

15.3 These terms and conditions together with the privacy policy, and payment method instructions, are the whole agreement between us. You acknowledge that you have not entered into these terms and conditions in reliance upon any statement, warranty or representation made by us or any other person and you irrevocably and unconditionally waive any rights to claim damages and/or to rescind these terms and conditions by reason of any misrepresentation (other than a fraudulent misrepresentation) that is not contained in the terms and conditions, privacy policy, or payment method instructions.

15.4 If any provision or term of these terms and conditions shall become or be declared illegal, invalid or unenforceable for any reason whatsoever, such term or provision shall be divisible from the other terms and conditions and shall be deemed to be deleted from them.

15.5 These terms and conditions and your use of our website are governed by English law and you submit to the non-exclusive jurisdiction of the English courts.

15.6 Except in respect of a payment obligation, neither you nor us will be held liable for any failure to perform any obligation to the other due to causes beyond your or our respective reasonable control.

15.7 Failure or delay by either party enforcing an obligation or exercising a right under these terms and conditions does not constitute a waiver of that obligation or right.

15.8 These terms and conditions do not confer any rights on any person or party (other than you and/or us) pursuant to the Contracts (Rights of Third Parties) Act 1999.

15.9 Unless the context otherwise requires the words and expressions used in these terms and conditions shall have the same meanings as are given to them in the Copyright Designs and Patents Act 1988 together with the Copyright and Related Rights Regulations 2003.

15.10 The liability of any member of a scene comprising more than one person shall be joint and several.

15.11 No partnership or agency is created by your registering with Alterhit and neither party shall represent otherwise.

15.12 Neither you or Alterhit shall bring any proceedings against the other in respect of these terms and conditions unless the party intending to bring proceedings first makes a bona fide offer to participate immediately in a mediation conducted by a mutually agreed third party or a certified mediator and the other party has declined such offer. The costs of the mediator shall be borne by the party intending to bring proceedings but shall be subject to the mediation in any event. This clause shall not apply to the extent that one party requires immediate injunctive relief to protect its interests hereunder.

16. Refunds

Alterhit does not refund any sales and considers all sales final. Any purchase from alterhit.com is considered final. Due to the nature of the download service we are unable to cancel any purchases or to return any monies after you have confirmed payment. Downloads cannot be returned unless they are discovered to be defective and in all cases a replacement will be supplied but no refund will be given. Refunds will only be given in exceptional services at Alterhit's discretion.

17. Notices

All notices shall be given:

• to us via e-mail at info@alterhit.com or by post at ( Alterhit Limited - address TBC); or
• to you at either the e-mail or postal address you provide during the registration process.

Notice will be deemed received when an e-mail is received in full (or else on the next business day if it is received on a weekend or a public holiday in the place of receipt) or 3 days after the date of posting.

ALTERHIT LIMITED
Registered company of the United Kingdom
11 MURRAY STREET, CAMDEN, LONDON, GREATER LONDON, NW1 9RE
020 7737 3753
bud@alterhit.com
Registered No. 06145610