Terms and Conditions for uploading content to ScoreExchange.com

These are the terms and conditions for uploading content to ScoreExchange.com. These conditions are in addition to the general terms and conditions that cover general usage of ScoreExchange.com

1. Definitions

"Material" means any content and material provided by you to us for inclusion on the Website, including without limitation Music Notation Files, information about your music and yourself, graphics, hyperlinks and advertising. "Music Notation File" means any music notation file provided to us by you for inclusion on the Website in an encrypted form and all copyright works included in such a file. "Service" means any service provided by us to you at ScoreExchange.com. "Reseller network" means the carefully selected partners that we work with to make the Material available to more customers in additional market places.

2. Grant of licence & status

You hereby grant us a non-exclusive, worldwide, royalty-free licence to use the material and to use your name and likeness and any trademarks, service marks or trade names incorporated in the material for any purpose relating to the provision of the service, or relating to the promotion of Score Exchange, the material, you or us. You do not grant us any ownership to the copyright of the material; copyright remains with the original copyright holder.

You grant us a non-exclusive, worldwide, royalty-free licence to sell the material to visitors to Score Exchange, and to provide the material to our commercial partners via our reseller network. You may optionally revoke permission to provide your material to the Reseller Network using the options from the "My account" pages. We will use commercially reasonable efforts to ensure that the material is offered for sale at the price that you specify, but we do not guarantee it and we will not be liable to you for any loss or damage arising from any errors that we make in pricing.

You appoint us to act as your authorised representative, granting us permisison to issue 'take down' requests to third parties where we believe that your right have been infringed by someone downloading your material from Score Exchange and illegally sharing it somewhere else. For the avoidence of doubt: This is not exclusive - you may also appoint other representitives.

3. Sales of your material

3.1 Sales of material via ScoreExchange.com

When we sell any of your material to a Score Exchange visitor, we simultaneously agree to purchase the same material from you, and you agree to sell the same material to us. The price that you sell the material to us will be the net amount paid by the visitor for the material less a percentage discount, plus applicable VAT. The level of discount that you will provide is specified in appendix A. If you are required to charge VAT on your sales, you must notify us by completing your VAT number via the financial details section of your contact information in the "My account" pages.

We will keep records of all sales of your material and will make these records available via the "My account" pages, so that you can monitor the transactions.

On the 15th of each calendar month or the next normal working day, we will raise an invoice from you to us for the value of the material that we have agreed to purchase from you in the preceding calendar month. We will send a copy of this invoice to you by email for your records.

3.2 Sales of material via the Score Exchange Reseller Network

When a Score Exchange reseller reports a sale of your material on the reseller network, we simultaneously agree to purchase the material from you.

The price that you sell the material to us to fulfil a sale via the Reseller Network will be 60% of the recommended retail price that you have specified, less a percentage discount, plus applicable VAT. The level of discount that you will provide is specified in appendix A. If you are required to charge VAT on your sales, you must notify us by completing your VAT number via the financial details section of your contact information in the "My account" pages.

We will keep records of all sales of your material and will make these records available via the "My account" pages, so that you can monitor the transactions.

On the 15th of the second calendar month following a sale of your material via the Reseller Network we will raise an invoice from you to us for the value of our purchase to fulfil that sale. We will send a copy of this invoice to you by email for your records.

3.3 Payment of your invoices to us

We will pay the invoice amount to you via one of our online payment providers within 30 days. You must maintain an account with one of our chosen payment providers and supply us with the payment details for the account in order to receive the payment. We are not liable for late payments in the event of your failure to maintain a suitable account to receive payment.

If you are required to charge VAT it is your responsibility to account for any applicable VAT on your sales to us at your local rate. As a VAT registered company based in the United Kingdom, we will only pay VAT to UK VAT registered publishers. If you are VAT registered in any European Union Country other than the UK then you must account for the VAT due at your local rate. We will not pay VAT to publishers outside of the EU.

Except as expressly provided in section 3, we will not be obliged to pay any fee or other compensation or consideration of any nature to you for the material or any display, performance, reproduction, distribution, or other use thereof by any third party. Except as expressly provided in section 3, in no event will we be required to report to you, account to you for, or share with you, any fees or other compensation or consideration that we may receive in connection with our exercise of the rights granted to us in this agreement.

4. Copyright of materials

You may upload material to Score Exchange in accordance with the terms of this agreement and any guidelines that are provided by us from time to time on the Website.

You may not upload or add any material that you do not own the copyright to, or do not have written permission from the copyright holder. If you do not own the copyright to any material that you upload to Score Exchange you must be prepared to provide us with a copy of the written permission from the copyright holder within 7 days of our request to see it.

For the avoidance of doubt, all material will be considered to be automatically in the copyright of its original creator until 70 years after the death of the original creator.

5. Removal of material from Score Exchange

We have the right in our sole discretion to refuse or to remove any material that is submitted to Score Exchange by you for any reason including, without limitation, in the event that the material is in breach of this agreement or is otherwise objectionable.

If it is brought to our attention, that any material that you have uploaded is or may be in breach of a third party's copyright we will remove the material from Score Exchange and inform you that we have done so. You will be given the opportunity to accept and remove the material from Score Exchange or to dispute the copyright breach.

If you dispute the problem, we will investigate the report further. You may be required to provide evidence of your copyright on the material. The material will be reinstated when we are satisfied that the reported breach of copyright can not be upheld.

6. Your representations and warranties

You represent and warrant that:

  1. You have full right and power to enter into and perform this agreement and have secured all third party consents necessary in connection with the entering into and performance of this agreement.
  2. You accept full responsibility for the payment of any royalties due to third parties, including but not limited to rights collection agencies, in connection with the material.
  3. The material, and its use as described in this agreement, does not and will not infringe or breach our or any third party's copyright, trade mark or other proprietary, fiduciary or contractual rights.
  4. The material does not and will not violate any law, statute, ordinance, regulation or applicable code (including without limitation any codes relating to advertising standards), and is not threatening, harassing, racist, defamatory or obscene.
  5. The material does not promote any product or service that competes with any of our activities.
  6. The material does not bring us into disrepute or damage our business or reputation in any way.
  7. The material does not and will not violate any code or guidelines included by us on the Website.
  8. The material does not and will not contain any viruses or other programming routines that detrimentally interfere with computer systems or data.
  9. You have the right to provide us with any personal data in the materials.
  10. You have not impersonated anyone else or otherwise misrepresented your identity or status.
  11. All factual assertions that you have made and will make to us are true and complete.

You agree to indemnify, defend and hold us, our group companies and sub-contractors, our officers and employees and our customers harmless from any and all damages and costs, including without limitation legal fees, arising out of or related to your breach of the foregoing representations and warranties. You agree to execute and deliver documents to us, upon our reasonable request, that may be useful or necessary to evidence or give effect to our rights under this agreement.

7. Our warranty and disclaimer

When we provide the service to you, we warrant that we will use reasonable skill and care. Except as expressly set out in this agreement, we do not enter into any conditions, warranties or other terms in relation to the service (including without limitation any implied term relating to quality or fitness for a particular purpose). In particular but without limitation, we cannot guarantee that the service will be uninterrupted or error free although we shall use our reasonable efforts to correct any reported faults within a reasonable time.

8. Limitation of remedies

    1. We will not be liable for any loss of profits, loss of sales, loss of goodwill, loss of any software or data, loss of bargain, loss of opportunity, loss of or waste of any management or other staff time, or for any compensatory, consequential, indirect, exemplary, special or incidental damages arising from or relating to this agreement or the service.
    2. Our total liability to you in relation to this agreement, its performance or its breach, whether in contract, tort (including negligence) or otherwise, is limited, in respect of each event or series of connected events, to the equivalent of six months' fee payable to us by you under this agreement and, if no fee is payable to us by you under this agreement, we exclude all liability to you in relation to this agreement, its performance or its breach, whether in contract, tort (including negligence) or otherwise.
    3. We will not be liable to you for any breach of this agreement which we cannot reasonably be expected to control.

9. Termination

You may terminate this agreement at any time by so notifying us, in which case this agreement will terminate one working day after our actual receipt of such notice.

We may terminate this agreement at any time by so notifying you, in which case this agreement will terminate upon the earlier of your actual receipt of such notice or three days after we have sent such notice to the email address that you have supplied.

We may terminate this agreement immediately without notice at any time in the event that you breach any of these terms and conditions or in the event of your insolvency or bankruptcy.

Upon termination of this agreement, we will use our reasonable endeavours to remove your material from Score Exchange as soon as reasonably possible but you agree that any licence you have granted to us will extend until we have done so. All rights and obligations under sections 6, 7, 8, 9, 10 and 11 will survive any termination of this agreement.

Upon termination of this agreement, if we have sold any of your material, and you have not yet invoiced us for this material, or you have invoiced us and we have not yet paid you, your account will remain open after the materials have been removed from Score Exchange, and the invoicing and payment will be dealt with in the usual manner.

10. Invalidity

If any part of these terms and conditions is unenforceable (including any provision in which we exclude our liability to you) the enforceability of any other part of these conditions will not be affected.

11. Miscellaneous

    1. This agreement will be governed by English law. You and we agree to submit to the exclusive jurisdiction of the courts of England and Wales in any action or proceeding arising out of or related to this agreement, without prejudice to our right to apply to any court of competent jurisdiction for emergency, injunctive or interim remedies.
    2. All notices, requests and other communications under this agreement must be in writing (e-mail messages shall be deemed to be in writing).
    3. This agreement sets forth the entire understanding and agreement of the parties as to this agreement's subject matter and supersedes all prior proposals, discussions or agreements with respect to such subject matter and you agree that you have not entered into this agreement in reliance on any representation, warranty or other term except as expressly set out in this agreement.
    4. We may assign our rights and delegate our obligations under this agreement to any third party. You may not assign or sub-licence your rights or delegate or sub-contract your obligations under this agreement without our prior written consent.
    5. We may change these terms and conditions at any time. We will give you at least 7 days' notice of any changes before they take effect.
    6. Failure or delay by us in exercising any of our rights under these conditions shall not be construed as a waiver of any of our rights.
    7. Nothing in this agreement shall be directly or indirectly enforceable by any third party, nor is it intended to confer a benefit on any third party.

Appendix A - Discount rates

The percentage discount that you give to us when selling your material directly from ScoreExchange.com, or to fulfill a sale via the Score Exchange Reseller Network is determined by the previous value of sales of your material in the same month.

The previous sales value is the sum of:

In the case of sales directly from scoreexchange.com: The net sale price (i.e. excluding any VAT) that we have collected from visitors when selling your material on ScoreExchange.com

In the case of sales via the Score Exchange Reseller Network: The net sale price (i.e. excluding any VAT) that we have collected from the reseller. This will be 60% of the recommended retail price that you have specified.

Monthly sales value to date Discount rate
$0 - $149.99 55%
$150 - $249.99 50%
$250 - $499.99 40%
$500 - $999.99 25%
$1000 - $4999.99 20%
$5000 + 15%

(All prices are shown in US Dollars)

Appendix B - Approved online payment providers

PayPal - www.paypal.com
If you use PayPal to receive your payments from us, then you will not be charged the usual PayPal fees for receiving money, because we will use the 'Mass payments' system for sending your payment, which is where the sender (us) pays the fee. In the unlikely event the PayPal don't allow this in your territory we will use a regular PayPal payment method instead and you will pay any paypal fee applicable to receiving the payment.