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:

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.
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.
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.
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.
The material does not promote any product or service that competes with any
of our activities.
The material does not bring us into disrepute or damage our business or
reputation in any way.
The material does not and will not violate any code or guidelines included
by us on the Website.
The material does not and will not contain any viruses or other programming
routines that detrimentally interfere with computer systems or data.
You have the right to provide us with any personal data in the materials.
You have not impersonated anyone else or otherwise misrepresented your
identity or status.
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

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.
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.
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

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.
All notices, requests and other communications under this agreement must be
in writing (e-mail messages shall be deemed to be in writing).
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.
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.
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.
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.
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.