UniteSync Publishing administration agreement
The following shall constitute an agreement made on [this date hereof] (Effective Date) between (1) the registered user (Writer, jointly and severally if more than one) (Writer, jointly and severally if more than one) and (2) C&C Digital Services OÜ with Address in Mannimae, Pudisoo kula 74626 Estonia (UniteSync). This agreement establishes an exclusive administration agreement between the Writer and UniteSync for the Writer's works, a testament to the value and importance of the Writer's creations.
Each Publisher and the Writer may be referred to in this Agreement as a Party and collectively as the Parties.
In consideration of the mutual undertakings and agreements contained herein, the Parties agree as follows:
INTERPRETATION
The following rules of interpretation apply in this Agreement:-
(a) Unless the context otherwise requires, (i) words in the singular shall include the plural, and in the plural shall include the singular, and (ii) a reference to one gender shall include a reference to the other genders.
(b) This Agreement shall be binding on, and ensure to the benefit of, the Parties to this Agreement and their respective personal representatives, successors, and permitted assigns, and references to any Party shall include that Party’s representatives, successors, and permitted assigns.
(c) A reference to writing or writing includes email and electronic mail via UniteSync’s website(s), but not fax.
TERM AND TERMINATION
(a) The term of this Agreement (Term) during which UniteSync shall have the exclusive right to administer one hundred percent (100%) of the Writer’s copyright interest in those compositions which the Writer has elected by notice in writing to UniteSync (which shall include confirmation via UniteSync’s website) (Works) throughout the universe (Territory)shall commence on the Effective Date. It shall continue until either Party gives the other Party twenty-eight (28) days written notice (Notice Period) to terminate the Term of this Agreement; after that, the Term shall expire at the end of such Notice Period.
(b) After the Notice Period, UniteSync will continue to have the exclusive right granted by the Writer to collect and administer residual income generated by the Works before and during the Term for nine (9) months after the Notice Period (Collection Period). Any monies received after the expiry of such Collection Period shall be paid to the Writer without reductions, deduction, or set-off. SAVE THAT if UniteSync suffers any administrative burden as a result of the failure by the Writer (or his / her / their new publisher/administrator) to promptly de-register UniteSync as the publisher of any Works with any collection society after the end of the Term (for example, UniteSync reimbursing any monies incorrectly paid by a collection society to UniteSync after the Collection Period which is subsequently reclaimed by the new publisher or administrator or Writer). The Writer agrees that UniteSync can charge its usual administration fees for dealing with the same in such circumstances.
GRANT OF RIGHTS
(a) Effective as of the Effective Date, the Writer shall license to UniteSync with full title guarantee the exclusive right during the Term and the Collection Period to enable UniteSync and its sub-publishers, licensees, and agents, including UniteSync (UniteSync Partners) to administer and collect all income arising from the use and exploitation of the Works on the terms set out in this Agreement, including without limitation the collection of mechanical royalties, dramatic use fees, public performance royalties and any income which is uncollected before the Effective Date. This reassures the Writer about the protection of their rights, fostering a sense of trust and security in the agreement.
(b) The rights granted to UniteSync hereunder shall include the exclusive right to register (or cause the registration of) the Works (to the extent not already registered) with performing rights organizations (PRO(s)) throughout the Territory. If any Works are created in whole or in part by any Writer who is not a member of a PRO and elects not to affiliate with a PRO during the Term, then, subject to the rules and regulations of the PROs, as between the Writer and UniteSync, UniteSync shall where possible have the right to collect and receive so-called’Writer’s Share’in addition to the so-called’Publisher’s Share’of performance income generated by the relevant Works.
(c) If UniteSync or UniteSync Partners do not receive in any part of the Territory six twelfths (6/12) of the total public performance fees resulting from the use and exploitation of the Works in the Territory, the costs and royalties payable to Writer hereunder by UniteSync shall be correspondingly reduced so that UniteSync shall, in any event, receive and retain according to clause eight below the same proportion of fees and royalties as if it had received six twelfths (6/12) of the total public performance fees.
(d) In the case of co-written Works, UniteSync’s right of administration shall only extend to the Writer’s fractional interest in the Works, which the Writer shall notify UniteSync.
(e) UniteSync and UniteSync’s Partners shall have, for the Term and subject to the approvals set out below and in clause 3(f) hereof, the entire possible rights to:
(i) administer and exploit the Works;
(ii) print, publish, sell, dramatize, use, and license all uses of the Works;
(iii) execute in its name any licenses and agreements affecting or respecting the Works, including but not limited to permits for mechanical reproduction, public performance, sub-publishing, and the associated licensing of such rights to third parties; and
(iv) use the Writer’s name(s) and approved likeness(es) solely in connection with the advertising, publicizing, and exploitation of the Works and UniteSync.
(f) Without prejudice to the generality of the approval right in clause 3(e) above, UniteSync shall obtain the Writer’s prior written consent (email being acceptable) for the following uses of any Works where the same is in UniteSync’s reasonable control:
(i) arrangements, adaptations, translations of lyrics or titles, parodies, or any other additions or variations to the Works or any constituent element thereof; and
(ii) any synchronization or sample license other than a standard mechanical or public performance license granted via and by the terms of PRO blanket agreements.
(g) UniteSync shall register the Works with all relevant PROs and related associations within the Territory and shall use reasonable endeavors to collect all monies arising in respect of the exploitation of the Works during the Term and shall use reasonable efforts to carry out all other services and duties customarily provided by a music publishing administrator.
ROYALTIES / NET INCOME SHARE
By this Agreement, UniteSync shall account to the Writer for the net income received by or credited to UniteSync in Estonia arising from the Works or any use or exploitation thereof as follows:
(a) UniteSync shall collect 100% of the mechanical rights and 50% of the public performance rights. UniteSync shall account to the Writer 80% of the net revenue received by UniteSync from mechanical and any other income and 80% of the combined Writer's Share and Publisher's Share received by UniteSync from performance royalties, except where UniteSync only collects the Publisher's Share (and not the Writer's Share), in which case the percentage payable to the Writer shall be 40% of such Publisher's Share. The remaining portion of such income shall be retained for UniteSync's account.
(b) After the Writer has received their royalties from UniteSync, they shall share them with all members of the Writer (if more than one) as necessary. The Writer acknowledges and agrees that payment to one member of the Writer group discharges UniteSync from paying to any other members of that Writer group.
ACCOUNTING
(a) Statements as to royalties payable hereunder shall be calculated and sent by UniteSync to the Writer quarterly with payment of all sums due, provided the sum owing is more than fifty pounds (50€). No royalties shall be payable to the Writer until payment of the relevant monies has been received and credited to UniteSync’s account as cleared funds.
(b) Royalties received or credited to UniteSync’s account shall be computed in the currency in which UniteSync is paid by UniteSync’s licensees, shall be credited to Writer’s royalty account hereunder at the same rate of exchange as UniteSync is paid, and shall be proportionately subject to any transfer or comparable taxes which may be imposed upon UniteSync’s receipts. UniteSync agrees to lend the Writer all reasonable assistance to enable the Writer to recover (if possible) any sums withheld from royalties payable. Suppose UniteSync receives a tax credit that it can use for the tax withheld from the Writer. In that case, UniteSync shall credit the Writer’s royalty account an amount equal to the Writer’s pro-rata share of such tax credit.
(c) UniteSync shall maintain complete and accurate books and records relating to its exploitation of the Works. The Writer shall have the right to engage a chartered accountant (at the Writer’s own cost) to inspect UniteSync’s books and records relating to the exploitation of the Works no more than once per calendar year at UniteSync’s place of business upon not less than thirty (30) days prior written notice. Suppose any such examination or audit discloses an agreed underpayment in the sums paid to the Writer during the period covered by such analysis. In that case, UniteSync shall immediately pay the Writer the total amount of such underpayment. If such underpayment is more than ten percent (10%) of the unlimited sums that should have been paid to the Writer in respect of the period under inspection and is more than five thousand euros (5,000€), then in addition, UniteSync will immediately reimburse the Writer to a cap of one thousand euros (1,000€) for the reasonable third party costs (excluding travel, accommodation, and subsistence costs) incurred by the Writer during said examination.
RIGHT TO PROSECUTE CLAIMS AND DEFEND WORKS
(a) During the Term, UniteSync shall have the sole right (but not the obligation) in full consultation with the Writer to prosecute, defend, settle, and comprise all suits and actions respecting the Works and generally to do and perform all things reasonably necessary to prevent and restrain the infringement of copyrights or other rights relating to the Works.
(b) In the event of the recovery by UniteSync of any monies as a result of a judgment or settlement as a result of action taken by UniteSync as above, such funds shall be divided between the Writer and UniteSync into the same shares as provided in clause four above after first deducting UniteSync’s actual out of pocket third party expenses of obtaining said monies including but not limited to legal fees and after paying any necessary share thereof to any other songwriters to whom a percentage of such funds are due.
(c) The Writer shall have the right to counsel themselves at their own expense to assist in any such matter reasonably, provided that the same does not interfere with UniteSync’s rights granted hereunder.
(d) The indemnity provisions of clause nine here cover any judgments against UniteSync and any settlements by UniteSync of claims against the Writer regarding any of the Works and any costs and expenses (including legal fees). The Writer’s indemnity payment thereunder shall be made to UniteSync promptly upon demand. UniteSync may alternatively recoup it from all sums that may become due to the Writer hereunder.
WARRANTIES AND REPRESENTATIONS
The Writer at this moment warrants and represents that:-
(a) it/they/she/he has the right to enter into this Agreement and to grant to UniteSync all rights granted herein;
(b) the exercise by UniteSync of all rights concerning the Works will not violate or infringe upon any common law or statutory rights of any person, firm, or corporation, including without limitation contractual rights, copyrights, and rights of privacy;
(c) The rights granted herein are free and clear of any claims, demands, liens, or encumbrances, and the Writer further acknowledges that UniteSync has the right to administer and publish compositions other than the Works and
(d) None of the Works are defamatory or obscene.
INDEMNIFICATION
The Writer agrees to indemnify, save, and hold UniteSync (and the UniteSync Partners) harmless of and from all loss and damage (including reasonable third-party legal fees) arising out of or in connection with any claim by any one or more third parties or any act which is inconsistent with any of the warranties, representations, and agreements made by the Writer herein and agrees to reimburse UniteSync on demand at any time concerning any liability or claim or payment to which the preceding indemnity applies SAVE THAT such indemnity shall be limited to such sums incurred under the judgment of a court of competent jurisdiction or a settlement approved in writing by the Writer (not to be unreasonably withheld or delayed). Pending the determination of any claim involving such alleged breach or failure, UniteSync may withhold sums due to the Writer hereunder in an amount reasonably consistent with UniteSync’s likely liability under such claim for which the Writer would be responsible.
NOTICES AND APPROVALS
(a) Notices shall be in writing and may be sent by email to support@unitesync.com where given by the Writer or to the Writer’s email address provided by UniteSync. Notice may also be sent by registered or certified mail (return receipt requested) postage, prepaid to the Writer, and to UniteSync at the addresses set out above (until written notice of a new address shall be duly given). All notices shall be deemed duly received two (2) working days following the date posted. Service of court proceedings by email is not permitted.
(b) Statements (and payments, if applicable) by UniteSync can be sent electronically.
(c) Where UniteSync requires the Writer’s approval under this Agreement, such permission:-
(i) can be given by email;
(ii) cannot be unreasonably withheld, conditioned, or delayed; and
(iii) where the Writer comprises more than one person (e.g., a group), such approval can be given by any one of them (and once such approval is granted, the same is binding on the rest of the members of the group).
ENTIRE AGREEMENT
This Agreement sets forth the entire understanding between the Parties and replaces all prior agreements and arrangements. The terms of this Agreement cannot be changed or modified except by:-
(a) a document signed by the Parties; or
The Writer agrees to new terms or other amendments by email, via the Writer’s online account with UniteSync, or otherwise as reasonably directed by UniteSync.
LAW AND FORUM
This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed by the law of Estonia. Each Party irrevocably agrees that the courts of Estonia in Tallinn, Estonia, shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.
Data Control and Processing Acknowledgment
By engaging in the 'Know Your Clients' process with UniteSync, you acknowledge that UniteSync will act as the Data Controller and will be responsible for overseeing the protection and use of the data you provide. UniteSync commits to holding your data securely and treating it with the utmost respect for your privacy. This data will only be retained for a period not exceeding six months from the date of provision, after which it will be securely disposed of.
(a)As data controllers, we have engaged Persona Identities, Inc. as our trusted partner to serve as data Processors. Their role is limited to processing the data solely for the purposes outlined by UniteSync and in compliance with our instructions and the applicable laws. Persona Identities, Inc. is recognized for its adherence to stringent security measures and compliance standards, a testament to our commitment to maintaining the integrity of your personal information throughout the 'Know Your Clients' process.
(b)The primary goal of collecting and processing your data in the 'Know Your Clients' process is to enable robust fraud prevention mechanisms. This singular focus ensures that the information you provide is not diverted for any other purpose, reflecting our dedication to preserving your trust in our procedures and operations.
(c) UniteSync reaffirms its commitment to uphold all your rights as laid out by the General Data Protection Regulation (GDPR). Detailed information on how you can exercise these rights, including but not limited to the Right to be informed about the collection and use of your data, Right to access your data, Right to correct any inaccuracies, Right to erasure, Right to restrict or object to processing, and Rights related to automated decision making and profiling, can be found in our Privacy Policy. We are fully prepared to facilitate the transparent and timely exercise of your rights.
(d) You retain the power to retract your consent to use your data at any moment. Upon withdrawal of consent, UniteSync must cease processing your data and remove it from our systems without delay. To withdraw your consent, direct your communication to our dedicated email address, privacy@unitesync.com, and we will action your request immediately, further affirming our commitment to your data privacy and autonomy.
(e) UniteSync reserves the right to modify these terms and conditions at any time. Such changes will be communicated through our official channels and reflected in our terms and conditions. We encourage you to review these periodically to stay informed of any updates.


(f) Contact Information
If you have any inquiries or concerns regarding these terms, the 'Know Your Clients' process or data privacy, please contact us at privacy@unitesync.com. Our dedicated team can provide the support and information you require to navigate your rights and our processes easily.

MISCELLANEOUS
(a) Nothing contained herein shall constitute a partnership or a joint venture between UniteSync and the Writer.
(b) If any provision of this Agreement shall be declared invalid, the same shall not affect the validity of the remaining provisions hereof.
(c) No waiver of any provision of this Agreement or any default hereunder shall affect the waiving Party’s rights after that to enforce such provision or to exercise any right or remedy in the event of any other default, whether or not similar.
(d) The Writer’s obligations (if more than one person makes up the Writer) under this Agreement are joint and several. Further, if at any time after the date of this Agreement-
(i) there is a new member of the Writer’s group who contributes towards the creation of any Works, the Writer shall (i) give prompt notice of the same to UniteSync and (ii)procure that such new member(s) agrees in writing with UniteSync to be bound by all of the Writer’s terms and conditions of this Agreement on a joint and several basis and (iii) deliver to UniteSync any documents signed by the new group member(s) as reasonably required by UniteSync to give effect to the agreement above;
(ii)The Writer consists of More than one person, and if one of those group members leaves the band and is no longer involved in creating Work, the leaving member (or any remaining Writer members) must give prompt written notice to UniteSync.
(e) The Writer is only entitled to assign this Agreement with UniteSync's prior written consent. UniteSync is not entitled to assign this Agreement to any third party without the Writer’s approval.
(f) All payments to the Writer hereunder are exclusive of VAT, which UniteSync shall pay in addition, subject toUniteSync's receipt of a valid VAT invoice for the relevant payment.
(g) Upon termination of the Term, all rights and interest in the Works shall revert to the Writer without further formality.
(h) This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

BY CLICKING ON THE “ACCEPT” BUTTON BELOW WRITER HEREBY AGREES AND CONSENTS TO THE TERMS SET OUT IN THIS AGREEMENT ABOVE WHICH SHALL BIND YOU (Writer).