Terms & Conditions

THE PARTIES

On the one part, UMW RECORDINGS, INC. S.A.S., a simplified joint-stock company organized under the laws of the Republic of Ecuador, with Taxpayer Registry Number 0993391921001 and a registered address at Av. Francisco de Orellana, Guayaquil 090512, Ecuador, which operates the UMW Core Platform and provides music distribution and catalog administration Services, hereinafter referred to as “UMW” or the “Distributor.” On the other part, the natural person or legal entity that creates an Account, accepts an Order, or uses a purchased Service, acting on its own behalf or through sufficient authority, hereinafter referred to as the “Client.” UMW and the Client may be referred to collectively as the “Parties” and individually as a “Party.”

RECITALS

• UMW provides technological, operational, and administrative Services for the delivery of sound and audiovisual recordings to digital Platforms, the management of Metadata, the reconciliation of reports, and other Services identified in an Order.
• The Client wishes to use only the Services activated in its Order, retains ownership of its rights, and assumes the obligation to demonstrate its chain of authorization.
• The Parties recognize the legal validity of data messages, electronic acceptance, and digital evidence, provided that the relevant act, version, person, and integrity of the document can be identified.
• No advertising page, commercial demonstration, FAQ, plan comparison, screenshot, or plan name replaces the applicable Order or expands the Services actually purchased.

In consideration of the foregoing, the Parties agree to be bound by the following clauses.

Legal Reading Note. These Terms are organized into contractual Parts. A Plan Order supplements these Terms by establishing the price, period, limits, Commission, features and Services actually purchased. These Terms govern the relationship between UMW and persons who use UMW Core or purchase music distribution, catalog administration, or another Service identified in a Plan Order. These Terms do not, by themselves, govern UMW Song Assets publishing administration, a white-label project, production API access, a royalty advance, synchronization engagement or another Service subject to a separate agreement.

FIRST.— GENERAL DEFINITIONS

The following definitions apply:

“Account” means an authenticated individual or business registration in UMW Core.
“Order” or “Plan Order” means the immutable document, checkout record or screen identifying the Service, price, currency, term, Commission, limits, renewal conditions, included features and accepted Add-Ons.
“Service” means the specific service activated through an Order.
“Phonographic Content” means sound or audiovisual recordings, cover artwork, associated materials and files submitted for distribution or administration.
“Metadata” means titles, names, roles, identifiers, credits, territories, dates, labels and other descriptive or rights-related information.
“Platforms” means digital services, social networks, stores, video services and other enabled destinations.
“DSP” means a digital service provider that receives, publishes, monetizes, reports on or removes content.
“Net Revenue” means amounts actually received and attributable to the Client after expressly permitted deductions, adjustments, reversals, taxes, platform deductions or other amounts properly applicable under the relevant Order or Policy.
“Available Balance” means the reconciled amount that satisfies the applicable requirements for withdrawal.
“Affected Royalties” means amounts specifically connected to a claim, reversal, fraud matter, external instruction, reserve, correction or reporting error.
“Add-On” means an optional feature, Service or commercial module not included in the applicable Plan Order, which may include UMW Protect, mastering, marketing, synchronization, advances or other separately identified Services.
“Business Client” means a label, company, catalog owner, agency, white-label business or organization purchasing the Service for an economic activity.
“Consumer” means a person protected by mandatory consumer laws when purchasing or using the Service as the final recipient.
“Content ID” means YouTube Content ID rights-management and reference-matching functionality administered through UMW or an authorized service route for eligible recordings.

SECOND.— WHO PROVIDES THE SERVICE

The provider is UMW RECORDINGS, INC. S.A.S., a company organized in Ecuador, with RUC 0993391921001 and a registered address at Av. Francisco de Orellana, Guayaquil 090512, Ecuador. In these documents, the company may be referred to as UMW, UMW Recordings, or the Distributor. Geographic identification: cantonal DPA 0901 and parish DPA 090150. In this sentence, DPA means Political-Administrative Division. It does not mean a data processing agreement.

UMW maintains separate channels for:

• Account and customer support;
• agreements and contractual matters;
• royalties and payments;
• privacy;
• personal data protection;
• fraud and compliance;
• copyright and DMCA matters.

The applicable contact channels published by UMW form part of its operational communication system.

THIRD.— WHAT UMW IS AND IS NOT

UMW is a music distribution and catalog Services company.

UMW may:

• receive recordings and Metadata;
• perform technical and compliance checks;
• prepare deliveries;
• transmit eligible content to enabled Platforms;
• import reports;
• reconcile reporting data;
• calculate statements;
• manage payment requests;
• administer eligible rights-management functionality where included in the applicable Service.

UMW is not Spotify, Apple Music, YouTube, Amazon Music, TikTok or another consumer Platform.

UMW does not sell or guarantee:

• streams;
• playlist placements;
• commercial results;
• rankings;
• minimum earnings;
• government copyright registrations;
• ISO certifications;
• DSP acceptance;
• artistic success.

UMW provides the distribution Service to the Client and may use authorized technical, operational, delivery, reporting, rights-management or other service infrastructure as reasonably necessary to perform the applicable Service. UMW remains responsible for its contractual obligations to the Client as established in the applicable Order and these Terms. References to DSPs, Platforms, stores or other digital services identify destinations, integrations, functions or services available through UMW's distribution network. The use of a Platform name or trademark does not, by itself, constitute an endorsement, sponsorship or certification of UMW by that Platform unless expressly stated and properly authorized.

Nothing in these Terms requires UMW to disclose confidential commercial agreements, delivery architecture, credentials, technical documentation, pricing arrangements or other proprietary information, except where disclosure is required by applicable law or is reasonably necessary to inform the Client of a material condition of the purchased Service.

FOURTH.— SEPARATE SERVICES

4.1. DISTRIBUTION FOR ARTISTS AND LABELS

Plans published by UMW, including Artist Basic, Pro Music, Elite Pro and Label Record, allow the purchase of specific music-distribution features. The name of a Plan is not sufficient by itself to determine the contractual terms.

The applicable Plan Order must identify the relevant:

• price;
• billing period;
• limits;
• Commission;
• destinations;
• renewal terms;
• included features;
• Content ID terms where applicable;
• Add-Ons.

YouTube Content ID access may be included in UMW's standard Plans for eligible recordings, but Content ID eligibility and activation remain subject to the review described in these Terms. Distribution availability refers to the destinations enabled through UMW's distribution network for the applicable Service. Availability may vary according to territory, content type, genre, rights, eligibility, Plan requirements, technical availability and Platform acceptance. The availability of a destination does not guarantee acceptance or publication of every release by that destination.

4.2. UMW SONG ASSETS

UMW Song Assets is UMW's publishing division. It administers compositions rather than master recordings and requires an applicable Publishing Order, publishing agreement or annex accepted by the relevant Parties. Music distribution through UMW does not automatically place a musical composition under UMW Song Assets administration.

4.3. WHITE-LABEL AND API

A white-label Platform or production access to the UMW API is purchased through a separate B2B agreement. The end users of a white-label Client maintain their commercial relationship with that Client unless a written agreement expressly provides otherwise. Access to an ordinary distribution Plan does not automatically provide production API access.

4.4. ADD-ONS

Advances, marketing, synchronization, UMW Protect, UMWLOCK™, mastering and other optional Services are included only when identified in the applicable Order, addendum, purchase screen, or Plan as included or available to the Client. YouTube Content ID is governed separately under the Content ID provisions of these Terms and the applicable Plan Order.

FIFTH.— DOCUMENTS FORMING THE AGREEMENT

The contractual relationship consists of the documents displayed or directly linked before acceptance, including as applicable:

1. the Plan Order or negotiated addendum;
2. the specific Service agreement, when one exists;
3. these Terms;
4. the Royalties and Payments Policy;
5. the Anti-Fraud Policy;
6. the Acceptable Use Rules;
7. the Cancellations and Refunds Policy;
8. other documents expressly incorporated into the applicable Order.

The Plan Order prevails over these Terms only with respect to the specific price, period, Commission, limits, catalog, destinations, included features and Add-Ons identified in that Order. The Privacy Policy governs the processing of personal data. A data processing agreement governs when UMW acts as a Processor for a Business Client where such agreement is applicable. An advertising page, mockup, screenshot, plan comparison, FAQ, sales communication or demonstration does not modify an accepted Order unless expressly incorporated into that Order.

SIXTH.— HOW THE AGREEMENT IS ACCEPTED

The agreement is entered into when the Client:

1. has access to the applicable contractual documents;
2. can open and retain those documents;
3. completes the required Account and Order information;
4. performs an affirmative acceptance action through an unpreselected checkbox, electronic signature or other verifiable mechanism;
5. confirms the Order or activates the applicable Service.

UMW may retain evidence including:

• the User or Account;
• UTC date and time;
• contractual version;
• language;
• Order;
• IP address or equivalent technical evidence;
• document hash or integrity record;
• acceptance event.

The Client may receive or access a downloadable copy of the applicable contractual documents. Browsing the website, remaining silent or merely continuing to use UMW Core does not, by itself, constitute acceptance of a material contractual amendment when affirmative acceptance is legally required.

Contractual acceptance is separate from consent to:

• non-essential cookies;
• marketing;
• biometric processing;
• model training;
• another optional processing purpose.

Those choices must be requested through separate controls where required. Where available, an authenticated Client may review relevant records through:

Account → Privacy and Security → Privacy and Acceptance History

The history may display:

• the document or purpose;
• version;
• date;
• action;
• available copy.

The technical record may be used to reconstruct the event. It does not cure an Order screen that failed to provide required information or replace valid consent when valid consent was required.

SEVENTH.— WHO MAY OPEN AN ACCOUNT

An ordinary Account is intended for persons who are at least eighteen (18) years old and have legal capacity to enter into an agreement. A person acting for an artist, label, company, catalog, estate or collective represents and warrants that the person has sufficient authority to do so.

UMW may request:

• identification;
• RUC, registration or company documents;
• appointment or authorization of the representative;
• tax information;
• proof of ownership or authorization relating to a payment Account;
• agreements with artists, producers or licensees;
• documents relating to master recordings, compositions, samples, beats, cover artwork or other rights.

The Account must remain registered in the name of the actual Account holder or authorized organization. Buying, selling, renting, lending or transferring verified Accounts without authorization is prohibited.

EIGHTH.— THE PLAN ORDER

Before charging the Client, UMW must display or otherwise make available the material information applicable to the purchase, including:

• the seller's legal name;
• applicable company identification;
• the unique Order identifier;
• the Plan or Service;
• the applicable billing period;
• price;
• currency;
• subtotal;
• taxes or charges where applicable;
• total;
• renewal conditions;
• cancellation procedure;
• Commission applicable to standard master-recording revenue where relevant;
• limits on artists, labels, users, releases or catalog where applicable;
• included features;
• applicable destinations or destination categories;
• withdrawal methods and rules where relevant;
• included support;
• Add-Ons or third-party Services;
• Content ID terms where applicable;
• the payment processor receiving financial data;
• access to the applicable Cancellations and Refunds Policy.

When information does not appear in the Order, it is not incorporated merely because it appeared in an advertising screenshot or commercial section. The contractual acceptance mechanism must identify or allow reconstruction of the Order and applicable contractual versions. Where the Client is making a payment, the final payment button should clearly communicate the payment obligation, for example:

Confirm and Pay [currency] [total]

Ambiguous buttons should not be used to disguise the initiation of a charge.

UMW separately records, where technically applicable:

1. acceptance of the Order;
2. the result of payment authorization;
3. issuance of the receipt or invoice.

A declined payment is not recorded as a completed purchase.

NINTH.— HOW A RELEASE ENTERS UMW CORE

Depending on the type of release, the Client must provide applicable materials and information, which may include:

• the audio master in an accepted format;
• final cover artwork;
• release title and track titles;
• each artist's name and role;
• composers;
• lyricists;
• producers;
• featured artists and other participants;
• label information;
• phonographic copyright information;
• composition copyright information;
• language;
• genre;
• explicit-content status;
• territories;
• requested release date;
• existing ISRCs;
• UPCs;
• other relevant identifiers;
• rights documentation where necessary.

UMW Core creates an internal record associated with the submission. Uploading files does not mean that a release has been approved, delivered, published or accepted by a DSP.

TENTH.— UMW SCAN AND HUMAN REVIEW

UMW may use UMW Scan and other technical or operational tools to detect or identify:

• duplicate audio or Metadata;
• matches with known content;
• incompatible cover artwork or names;
• indications of material generated or modified using artificial intelligence;
• missing fields;
• fraud or circumvention patterns;
• rights-management conflicts;
• risks communicated by a Platform;
• other technical or compliance issues.

A tool may generate an alert.

A final decision involving rejection, termination or permanent loss of funds will not be based exclusively on an automated output where human review is required by UMW policy or applicable law. The relevant review team may examine the applicable evidence. Technical approval does not certify copyright ownership and does not prevent a subsequent third-party claim. When a tool using artificial intelligence processes personal data, UMW will apply applicable information, registration, risk, impact, security, auditing and Data-Subject rights requirements described in the Privacy Policy. The UMW Scan brand will not be used to conceal the actual nature of the underlying technology.

ELEVENTH.— STATUSES VISIBLE TO THE CLIENT

Depending on the features available in UMW Core, a release may appear as:

Draft — not yet submitted.
In Review — undergoing technical or compliance review.
Action Needed — the Client must correct Metadata, artwork, audio or other information.
Documents Needed — evidence of identity, authority or rights is required.
Approved — approved for preparation of delivery.
Processing / Delivery in Progress — the package is being prepared or transmitted.
Delivered — sent through the applicable delivery route.
Published — the Platform reported availability or UMW otherwise confirmed publication.
Rejected — UMW or the applicable Platform did not accept the submission or delivery.
Error — a technical issue remains pending.
Update Requested — a correction or update is being processed.
Takedown Requested / Removed — a removal request or confirmation exists.

Labels may be adapted in the interface, but they must not intentionally conceal who made the relevant decision or whether a delivery actually reached the applicable Platform.

TWELFTH.— PENDING CORRECTIONS AND DOCUMENTS

When UMW requires a correction or additional documentation, the notice should identify, where reasonably possible:

• the affected release;
• the relevant issue;
• the requested action;
• the response channel.

When a draft or submission remains without the requested correction or documentation for thirty (30) days, UMW may close it or reject it administratively.

Administrative rejection or closure does not:

• transfer ownership of the Client's rights;
• convert payments belonging to another person into UMW property;
• convert legitimate royalties belonging to another person into UMW property.

The Client may create a new delivery after correcting the issue unless an Account, rights or compliance suspension remains in effect. An approaching release date does not require UMW to omit its compliance, technical or rights controls.

THIRTEENTH.— IDENTIFIERS

UMW may assign or transmit UPCs and ISRCs when included in the applicable Service. When the Client migrates an identical release, the Client should provide existing identifiers where permitted and appropriate in order to preserve release history. An ISRC identifies a sound recording. It does not establish copyright ownership, exclusivity or Content ID eligibility. A UPC identifies a release or product. It does not register copyright ownership. An ISWC relates to a musical composition and is assigned or administered through the competent rights ecosystem rather than by UMW solely in its role as music distributor.

FOURTEENTH.— RIGHTS THE CLIENT MUST CONTROL

The Client retains ownership of its content. The Client represents and warrants that it owns, controls or has sufficient authorization relating to all rights necessary for the applicable Service, including as relevant:

• the master recording;
• the composition;
• lyrics;
• performances;
• artist names;
• likenesses;
• voices;
• cover artwork;
• photographs;
• audiovisual material;
• samples;
• beats;
• loops;
• interpolations;
• remixes;
• covers;
• translations;
• adaptations;
• content generated or modified using artificial intelligence;
• requested territories;
• requested periods.

When several persons participate, the Client must retain or be able to produce relevant:

• agreements;
• split sheets;
• licenses;
• assignments;
• authorizations;
• consents.

UMW may request those documents before or after delivery when a reasonable rights, fraud, platform or compliance risk arises.

14.1. UMWLOCK™ — ACOUSTIC FINGERPRINTING AND LOCK SERVICE

UMWLOCK™ is an audio-protection and reference-matching Service that may generate an acoustic fingerprint or other technical identifier from an eligible sound recording for use in detecting, reviewing, or helping prevent unauthorized submissions through supported detection systems and service providers.

The Client represents and warrants that, before submitting a recording to UMWLOCK, the Client owns, controls, or has sufficient authorization to use the master recording and to request the applicable fingerprint registration, matching, monitoring, or protection functionality.

The Client must not submit to UMWLOCK a master recording belonging to another person, falsely claim exclusive control, attempt to lock public or shared audio as proprietary material, or use UMWLOCK to interfere with a legitimate Rights Holder.

To provide UMWLOCK, UMW may, to the extent technically necessary and consistent with the applicable Privacy Policy and Order:

• generate, store, compare, update, or remove acoustic fingerprints and technical identifiers;
• process the submitted audio for fingerprint-generation and matching purposes;
• transmit fingerprints, technical reference data, Metadata, or other information reasonably necessary to authorized audio-detection or rights-management service providers;
• request evidence of ownership, authorization, exclusivity, licensing, or chain of title;
• reject or decline a fingerprint registration;
• suspend, deactivate, remove, or unlock a fingerprint or lock where rights cannot be verified, a conflict exists, a provider requires the action, or the Service is being misused;
• investigate competing claims and preserve relevant technical records;
• take reasonable measures to prevent fraudulent, abusive, misleading, or unauthorized use of UMWLOCK.

An acoustic fingerprint, match, alert, lock, registration date, or technical result generated through UMWLOCK does not, by itself, establish copyright ownership, authorship, exclusivity, infringement, or entitlement to a particular legal remedy. A technical match may be considered together with contracts, source files, licenses, Metadata, platform records, and other relevant evidence.

UMWLOCK does not guarantee that every unauthorized upload will be detected or prevented. Detection and preventive action may depend on the availability, coverage, rules, databases, integrations, and decisions of participating Platforms and external detection providers.

Where a legitimate rights dispute arises, UMW may place the affected UMWLOCK record under review while the Parties or relevant Rights Holders provide supporting evidence. UMW may restore, modify, maintain, or remove the applicable lock after review, without that operational determination constituting a judicial or governmental determination of copyright ownership.

FIFTEENTH.— LIMITED LICENSE TO DISTRIBUTE

During the applicable Service, the Client grants UMW a limited, non-exclusive license, to the extent necessary to provide the purchased Service, to:

• store content and make necessary technical copies;
• convert technical formats;
• deliver content and Metadata;
• make eligible content available through selected destinations;
• display cover artwork, titles, artists, credits and excerpts where necessary;
• transmit identifiers;
• process updates and removals;
• receive related reports and revenue;
• authorize applicable Platforms and technical providers to perform those actions.

The license does not, by itself, authorize UMW to:

• sell ownership of the master recording;
• appropriate ownership of the composition;
• clone an artist's voice;
• train generative models using the Client's music;
• grant synchronization licenses;
• exploit an artist's identity in unrelated products;
• use the Client's content beyond the scope reasonably necessary for the purchased Service.

Separate authorization is required where a separate commercial use falls outside the applicable distribution Service.

SIXTEENTH.— PLATFORM DELIVERY AND DECISIONS

UMW prepares deliveries with reasonable care.

Each DSP or Platform may independently control matters including:

• final validation;
• publication date;
• Territory;
• artist-profile association;
• Metadata normalization;
• availability;
• monetization;
• pricing or format;
• grouping of versions;
• detection of invalid activity;
• reporting;
• removal;
• rights-management actions.

A requested release date is not guaranteed. The Client should submit releases sufficiently in advance and respond promptly to correction or documentation requests. UMW does not guarantee that every Platform will make a release available at the same time or under identical conditions.

SEVENTEENTH.— YOUTUBE CONTENT ID AND UGC MONETIZATION

YouTube Content ID access is available under UMW's standard subscription Plans, including:

• Artist Basic
• Pro Music
• Elite Pro
• Label Record

Content ID access being included in a Plan does not mean that every recording is automatically approved or activated.

Each recording submitted for Content ID administration is subject to applicable:

• rights review;
• ownership review;
• exclusivity review;
• catalog review;
• territorial review;
• compliance review;
• reference-file eligibility requirements;
• Platform rules.

The Client represents and warrants that it owns or controls sufficient exclusive rights in the reference material for every territory in which Content ID rights are asserted.

UMW may request documentation demonstrating:

• ownership;
• authorization;
• exclusive rights;
• licenses;
• contributor rights;
• producer rights;
• territorial rights;
• sample clearance;
• beat or instrumental rights;
• prior Content ID administration;
• other information reasonably necessary to determine eligibility.

Recordings may be ineligible or require additional review where they contain or rely upon material such as:

• master recordings subject only to non-exclusive rights;
• non-exclusive or broadly licensed beats;
• leased beats used by multiple parties;
• samples without sufficient exclusive rights;
• shared-library music;
• public-domain material without sufficient exclusive protectable contribution;
• commonly available loops;
• generic or non-distinctive reference material;
• content already administered through another Content ID provider;
• material subject to legitimate conflicting ownership claims.

UMW may approve, reject, limit, suspend, deactivate or remove a Content ID reference where rights or Platform requirements are not satisfied.

Unless the applicable Plan Order expressly provides otherwise, the applicable Content ID Net Revenue allocation under the current standard Plans is:

Artist Basic
Client: 90%
UMW: 10%

Pro Music
Client: 95%
UMW: 5%

Elite Pro
Client: 100%
UMW: 0%

Label Record
Client: 100%
UMW: 0%

These percentages apply specifically to eligible Content ID Net Revenue and are separate from standard master-recording distribution royalties. Standard distribution royalties and Content ID monetization must not be treated as the same revenue category unless the applicable Order expressly provides otherwise.

Content ID Net Revenue may be affected by legitimate:

• Platform adjustments;
• disputes;
• reversals;
• invalid claims;
• taxes;
• withholding;
• reporting corrections;
• expressly authorized deductions.

The Client is responsible for the accuracy of rights claims submitted through its catalog. The Client must cooperate in releasing, correcting or resolving erroneous or unsupported Content ID claims. An ISRC or UPC does not by itself establish Content ID eligibility or exclusive ownership.

EIGHTEENTH.— PRICES, CHARGES AND INVOICING

UMW charges only the amount and billing frequency displayed in the applicable Order. Fees imposed independently by a bank, card issuer, payment provider or other financial intermediary are governed by that third party unless UMW expressly charged or incorporated the fee. Invoices or receipts are issued in accordance with applicable requirements. The Client must keep relevant tax and billing information current. A failed payment may result in restriction or suspension of future paid features after applicable notice and a reasonable opportunity to correct the issue. A failed subscription payment does not authorize forfeiture of unrelated legitimate royalties. The payment screen must identify or permit identification of the active processor.

Information necessary to authorize a Transaction may be processed by that payment processor according to its applicable role.

UMW may retain:

• transaction reference;
• amount;
• currency;
• status;
• Order;
• invoice or receipt;
• information reasonably necessary for support;
• accounting information;
• fraud-prevention records.

UMW will not request through ordinary email, chat or unsecured form:

• Account passwords;
• PINs;
• CVVs;
• authentication tokens;
• online banking credentials;
• complete payment-card numbers.

Where available, Billing → Payment History may display:

• Order;
• date;
• amount;
• currency;
• status;
• processor;
• reference;
• invoice or receipt;
• related refund information.

A subsequent price change does not retroactively alter the historical Transaction record.

NINETEENTH.— RENEWAL AND CANCELLATION

The applicable billing frequency, whether monthly, annual or otherwise, is stated in the Plan Order. For Consumers, UMW will provide applicable legally required advance notice relating to renewals where such notice is required.

Such notice may identify:

• renewal date;
• Plan;
• expected amount;
• cancellation mechanism.

Cancellation prevents the next renewal when properly requested within the applicable period and after the cancellation becomes effective. Cancellation does not automatically reverse:

• Services already performed;
• valid prior billing periods;
• instructions already transmitted to a Platform;
• completed external costs properly incurred;
• other amounts lawfully due under the applicable Order.

Cancellation and refund eligibility are separate matters. Refund requests are governed by the Cancellations and Refunds Policy and applicable mandatory law.

TWENTIETH.— CATALOG CONTINUITY

Music does not remain available indefinitely after cancellation merely because of a general statement on the UMW website. Post-cancellation continuity exists only where the applicable Order expressly includes a permanence, Legacy or similar arrangement.

Such arrangement should identify, where applicable:

• post-cancellation Commission;
• continued reporting access;
• method for receiving statements;
• payment method;
• update rules;
• takedown rules;
• eligible content;
• grounds for termination.

Even under such an arrangement, availability may end because of:

• rights conflict;
• fraud;
• related non-payment where contractually applicable;
• instruction from a competent authority;
• instruction from a DSP;
• closure of the relevant delivery route;
• technical impossibility;
• loss of required rights.

When UMW voluntarily terminates a delivery route without an urgent compliance, legal, technical or rights reason, UMW will use reasonable efforts to facilitate appropriate catalog migration where technically available.

TWENTY-FIRST.— ROYALTY REPORTS

Platform usage does not immediately become an Available Balance.

The ordinary reporting process may include:

1. receipt of the applicable DSP report and, where applicable, the related funds;
2. matching information to UPC, ISRC, Account and reporting period;
3. currency normalization or conversion;
4. incorporation of source adjustments or reversals;
5. application of the contractual Commission and authorized deductions;
6. publication of the reconciled statement.

UMW endeavors to import and display eligible monthly reports after they are received and processed. A report received late from a Platform or provider is incorporated after receipt and reconciliation. UMW will not represent estimated revenue as though the corresponding report and funds had already been received and reconciled.

TWENTY-SECOND.— PAYMENT REQUESTS

Withdrawals are governed by the Royalties and Payments Policy.

Available operational methods may include:

• PayPal;
• Payoneer;
• bank transfer;
• another payment method expressly enabled by UMW.

The Client must satisfy applicable withdrawal requirements, which may include:

• sufficient Available Balance;
• verified identity;
• verified beneficiary information;
• complete tax information;
• enabled payment method;
• absence of a valid reserve affecting the requested amount.

UMW ordinarily processes complete and eligible payment requests according to the schedule published in the applicable Royalties and Payments Policy. A stated UMW processing date is not a guarantee that the receiving bank or payment provider will credit the Client on that same date.

BUSINESS ROYALTY VERIFICATION

A Business Client may, no more than once in any twelve-month period, request a reasonable verification of records directly relevant to statements issued to that Business Client for the preceding twenty-four (24) months. The request must identify the relevant statement, source, period, UPC, ISRC or transaction and must be made on at least twenty (20) Business Days' written notice. Verification will be conducted during ordinary business hours, subject to confidentiality, security, third-party restrictions and protection of information belonging to other clients. The Business Client bears its own review costs unless the verification identifies an underpayment exceeding five percent (5%) for the reviewed period that is attributable to UMW, in which case UMW will correct the statement and reimburse reasonable documented verification costs up to the amount stated in the applicable Business Order.

TWENTY-THIRD.— COMMISSIONS AND DEDUCTIONS

The applicable standard distribution Commission is the Commission stated in the Plan Order. UMW will not deduct a different standard percentage merely because an advertising page subsequently changes. Content ID may have a separate revenue allocation expressly identified in the Plan Order or in Section SEVENTEENTH of these Terms.

Only legitimate applicable amounts may be deducted, including where relevant:

1. the contractual Commission;
2. applicable taxes or withholding;
3. a previously disclosed and accepted external cost;
4. an actual payment-method charge disclosed before withdrawal;
5. an adjustment or reversal attributable to the same revenue;
6. a liquidated, due, documented and contractually eligible setoff obligation;
7. applicable Content ID revenue share;
8. other deductions expressly authorized by the applicable Order or mandatory law.

UMW will not deduct merely estimated:

• damages;
• future legal expenses;
• general internal operating costs;
• disputed debts lacking a valid contractual or legal basis.

TWENTY-FOURTH.— RESERVES AND EXTERNAL INSTRUCTIONS

A Platform, distribution provider, payment provider, bank or competent authority may withhold, delay, adjust or reverse funds. UMW will distinguish, where reasonably possible, an external hold or instruction from an internal UMW reserve.

Unless prohibited by law, Platform instruction, confidentiality obligation or legitimate anti-fraud requirement, an Internal Reserve notice should identify as reasonably appropriate:

• case;
• affected release;
• relevant period;
• affected amount;
• general reason;
• information required;
• next review date or status;
• method for challenging the measure.

A reserve should be limited to related content and funds whenever they can reasonably and technically be separated. A review concerning a limited number of tracks does not automatically authorize freezing an unrelated entire catalog.

TWENTY-FIFTH.— FRAUD AND CLAIMS

Conduct including:

• artificial streaming;
• fraudulent manipulation;
• falsification of identity;
• falsified documents;
• impersonation;
• materially misleading Metadata;
• submission of content without necessary rights;
• abuse of Content ID;
• coordinated circumvention;
• other material platform abuse;

may result in proportionate measures including:

• investigation;
• documentation request;
• rejection;
• removal;
• reserve;
• restriction;
• suspension;
• termination.

The Anti-Fraud Policy governs relevant matters including:

• evidence;
• response periods;
• response procedure;
• reserves;
• review;
• appeals.

Failure to respond to a documentation request may prevent verification.

Failure to respond does not, by itself, automatically constitute an admission of fraud.

TWENTY-SIXTH.— UPDATES AND REMOVALS

The Client may request eligible corrections, updates or takedowns through UMW Core or the applicable support channel.

The request should identify as applicable:

• release;
• UPC;
• ISRC;
• Platform;
• requested change;
• reason.

UMW transmits the instruction through the available delivery route. UMW cannot guarantee that every Platform will execute an update or removal simultaneously.

For catalog migration, the Client should coordinate applicable:

• UPC;
• ISRC;
• audio;
• Metadata.

UMW does not guarantee preservation of:

• playlists;
• Platform URLs;
• followers;
• statistics;
• editorial placement;
• algorithmic history;

where those elements are controlled by the relevant Platform.

TWENTY-SEVENTH.— SUPPORT

Support tickets may be submitted at any time through enabled UMW systems. Unless a signed SLA provides otherwise, ordinary human support is provided during applicable Business Days and operating hours in Ecuador.

Operational prioritization may include:

1. security issues or compromised Account access;
2. payments or materially affected catalogs;
3. release-date or blocked-delivery issues;
4. ordinary corrections;
5. general inquiries.

A statement that a portal, form or technical support system is available 24/7 refers to technical submission availability. It does not guarantee an immediate human response at every hour of every day.

TWENTY-EIGHTH.— USE OF UMW CORE

Access to UMW Core is personal or organizational and limited according to the applicable Plan and authorized User roles.

Prohibited conduct includes:

• sharing credentials outside an authorized team;
• accessing another person's Account without authorization;
• circumventing Account roles or Plan limits;
• extracting data in bulk without authorization;
• unauthorized security testing;
• altering statuses, balances or reports;
• generating harmful automated traffic;
• accessing production API functionality without approved credentials and an applicable agreement;
• attempting to defeat security or fraud-prevention systems.

The Client must promptly report unrecognized or suspected unauthorized Account access.

TWENTY-NINTH.— PLATFORM OWNERSHIP

UMW or its applicable providers retain their respective rights in:

• UMW Core;
• software;
• source or compiled technology;
• design;
• documentation;
• trademarks;
• proprietary materials.

No provision of these Terms transfers ownership of UMW Core to the Client. Client feedback does not transfer ownership of the Client's:

• music;
• voice;
• likeness;
• composition;
• master recording;
• catalog.

THIRTIETH.— PRIVACY

UMW processes personal data in accordance with its Privacy Policy and applicable law. Acceptance of these Terms does not automatically constitute consent to unrelated optional purposes such as:

• optional advertising;
• non-essential cookies;
• biometric processing;
• model training.

Where a white-label Platform processes personal data on behalf of its Client, the Parties must execute or apply the appropriate data-processing arrangement where required.

Subject to applicable law, Data Subjects may have rights including:

• information;
• access;
• rectification;
• updating;
• deletion;
• objection;
• suspension;
• portability;
• withdrawal of consent;
• human review where applicable.

Where enabled, UMW Core may provide functionality such as:

Request and Download My Data

and

Submit a Complaint to the DPO

A structured download may include JSON or CSV files within a ZIP archive and PDF documents where useful for readability. A direct portability request will be performed when legally and technically appropriate, subject to proportionate verification and explanation of its potential effect on:

• Account;
• catalog;
• pending payments;
• records that UMW is legally required to retain.

The Personal Data Protection Officer receives applicable privacy and personal-data complaints through UMW's designated DPO channel. Contacting the DPO first may facilitate resolution but does not prevent a Data Subject from pursuing another competent remedy where permitted by law.

THIRTY-FIRST.— AVAILABILITY AND TECHNICAL CHANGES

Maintenance, incidents, provider changes, DSP delays, integration failures or route closures may occur. UMW will communicate material incidents when reasonably possible. An availability percentage, recovery time, service credit, guaranteed support time or other contractual service level exists only where expressly included in an applicable signed SLA or Order. The absence of a signed SLA means that marketing statements regarding general availability do not create an independent guaranteed service level.

THIRTY-SECOND.— SUSPENSION AND TERMINATION

UMW will apply proportionate measures based on the relevant circumstances.

When an issue can reasonably be corrected, the notice should identify:

• the relevant issue;
• required action;
• applicable response period.

UMW may act immediately where reasonably necessary in response to circumstances including:

• serious fraud;
• false documents;
• clearly unauthorized catalog;
• material security threat;
• circumvention of an existing suspension;
• instruction from a competent authority;
• instruction from a Platform;
• immediate risk of financial or rights-related loss.

Upon termination, UMW will communicate or make available as applicable:

• catalog status;
• removal or migration requests;
• pending reports;
• specific reserves;
• final balance;
• personal data or records that must legally be retained.

Termination of an Account does not automatically convert legitimate and undisputed Client royalties into UMW property.

THIRTY-THIRD.— REFUNDS

Payments for Plans or Services are governed by the Cancellations and Refunds Policy and applicable mandatory law. UMW does not apply an automatic no-refund rule solely because the Client logged into the Account.

A refund assessment may consider:

• applicable Consumer rights;
• the applicable Order;
• date of purchase;
• cancellation timing;
• work already performed;
• state of Service performance;
• delivery to a DSP;
• configuration already completed;
• disclosed external costs;
• other legally relevant circumstances.

The existence of a statutory cancellation, return or withdrawal period does not necessarily mean that every digital Service automatically qualifies for a full refund. Full, partial or no contractual refund may apply depending on the circumstances and applicable mandatory rights. Royalties are not refunds. A dispute concerning the subscription or Service price does not automatically eliminate legitimate royalties belonging to the Client.

THIRTY-FOURTH.— LIABILITY

34.1. UMW will exercise reasonable care in providing the applicable Service, maintain relevant operational records, and account for funds actually received and attributable to the Client.

34.2. UMW does not guarantee DSP acceptance, exact live dates, uninterrupted availability, perpetual catalog availability, streams, playlist placement, rankings, minimum revenue, audience growth or artistic or commercial success.

34.3. In a Business-to-Business relationship and to the maximum extent permitted by applicable law, UMW's aggregate liability for proven direct damages arising from the affected Service will not exceed the amount paid by the Business Client for that affected Service during the twelve (12) months immediately preceding the event giving rise to the claim, unless a signed Business Order or SLA expressly establishes a different cap.

34.4. The limitation in Section 34.3 does not apply to fraud, willful misconduct, gross negligence, misappropriation of funds, confirmed payment obligations, or any liability that applicable law does not permit the Parties to exclude or limit. An obligation to account for and pay undisputed Client funds actually received is not converted into a damages claim merely because payment is delayed.

34.5. A signed White Label, API or Enterprise Order may establish a separate liability floor, supercap, insurance requirement or allocation for confidentiality, personal-data protection, security, intellectual-property infringement, service credits or exit assistance.

34.6. Unless the applicable signed SLA expressly states otherwise, service credits are applied against future service fees and do not prevent a Party from exercising remedies that cannot lawfully or contractually be excluded.

34.7. Neither Party is liable for indirect, incidental, special or consequential damages, or for lost profits, lost opportunity or loss of goodwill, except to the extent such exclusion is prohibited by applicable law or the loss results from conduct identified in Section 34.4.

THIRTY-FIFTH.— THIRD-PARTY CLAIMS AND INDEMNIFICATION

The Client is responsible for claims resulting from unauthorized content or materially false information provided by the Client.

Where a third-party claim arises from material supplied or authorized by the Client, UMW will, where reasonably appropriate:

• notify the Client of the claim;
• permit reasonable Client participation;
• share available relevant information;
• avoid accepting a settlement that imposes additional liability directly upon the Client without authorization unless legally required.

The Client is not responsible for unauthorized acts attributable solely to UMW. UMW is correspondingly responsible for uses it makes outside the authorization granted by the Client, subject to applicable law and contractual limitations.

THIRTY-SIXTH.— GOVERNING LAW AND DISPUTES

The laws of Ecuador govern the contractual relationship, without depriving a Consumer of mandatory protections that applicable law requires to remain available in the Consumer's place of residence.

For ordinary contractual disputes between the Parties, the complaining Party should first submit written notice identifying:

• Account;
• relevant facts;
• supporting evidence;
• requested resolution.

This prior communication process does not prevent Consumers from contacting:

• competent consumer protection bodies;
• competent administrative authorities;
• competent courts.

General acceptance of these Terms does not, by itself, impose mandatory arbitration. A separate Business agreement may contain an arbitration clause where such clause is complete, applicable and specifically accepted.

The prior communication process described in this Section is not a condition for:

• filing a legally protected complaint or report;
• exercising a personal-data protection right;
• contacting a consumer-protection authority;
• requesting urgent judicial or administrative relief;
• exercising a right that applicable law allows to be exercised immediately.

THIRTY-SEVENTH.— CHANGES

Material contractual changes involving matters such as:

• price;
• Commission;
• renewal;
• licensing;
• payments;
• reserves;
• liability;
• dispute resolution;

will be communicated in accordance with applicable contractual and legal requirements.UMW will not retroactively modify an already completed historical Transaction merely by changing the website. New affirmative acceptance will be requested when required by applicable law or by the nature of the contractual modification.

Each material version may be archived with:

• effective date;
• summary of material changes;
• version identifier;
• integrity hash or comparable evidence.

THIRTY-EIGHTH.— FINAL PROVISIONS

The contractual relationship does not, by itself, create:

• a partnership;
• artistic representation;
• employment relationship;
• general agency relationship between UMW and the Client.

Where a provision cannot lawfully be enforced, the remaining provisions remain effective to the extent legally possible.

Failure to exercise a contractual right does not automatically constitute permanent waiver of that right.

Provisions that by their nature must continue after termination survive termination, including as applicable:

• accounting;
• pending payments;
• ownership;
• privacy;
• confidentiality;
• claims;
• dispute resolution;
• accrued obligations.

‍THIRTY-NINTH.— EVIDENCE OF THE ORDER AND PAYMENT

UMW must be able to reconstruct a purchase using applicable evidence such as:

• Client identity and Account;
• immutable Order;
• applicable legal-document versions;
• UTC date and time;
• affirmative acceptance action;
• integrity hash;
• amount;
• currency;
• taxes;
• processor;
• transaction reference;
• payment result;
• invoice or receipt;
• copy delivered or made available.

A simple accepted=true field, screenshot without context or isolated banking reference does not by itself replace a complete Transaction record. Technical evidence must be considered in context with the information actually presented to the Client.

FORTIETH.— ACCOUNT CENTER AND TRACEABILITY

Depending on the Client's relationship with UMW and the applicable functionality, UMW Core may keep accessible records including:

• agreements;
• Plan Orders;
• Privacy and Acceptance History;
• Payment History;
• royalty statements;
• royalty reports;
• refund requests;
• available data downloads;
• submitted complaints.

Historical records may not be used to retroactively alter an Order, document or Transaction. Each material event should retain its own applicable date and version.

FORTY-FIRST.— CONTRACTUAL CONTACT

UMW RECORDINGS, INC. S.A.S.

Av. Francisco de Orellana
Guayaquil 090512
Ecuador

RUC: 0993391921001

Contractual, billing, support, privacy, fraud and copyright communications should be submitted through the applicable official UMW contact channel designated for the relevant matter. Where UMW Core provides an authenticated communication channel for the applicable request, the Client should use that channel whenever reasonably available.

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