Terms & Conditions

Formally, the provider of the service and responsible of the Platform is UMW Recordings, Inc., which is a limited liability Company constituted and existing under the laws of Ecuador, with legal address in Av. Francisco de Orellana 090512 Guayaquil (Ecuador), Tax ID 0993391921001 and registered at the Commercial Register of Guayaquil with Company Registration Number SCVS240004109740.

We made our Terms & Conditions as easy to read as possible, but if you have any doubt or query, please contact us by using any of the communication channels described above.

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1) Parties and Acceptance

1.1 Agreement. These Website Terms & Conditions (the “Terms”) form a legally binding agreement between UMW Recordings Inc. (“UMW,” “Company,” “we,” “us,” “our”) and you (“you,” “User,” “Client,” “Artist,” “Label,” “Company Customer”).

1.2 Acceptance. By accessing the website, registering an account, purchasing a subscription, uploading content, using tools, or otherwise using any part of the Services, you agree to these Terms.

1.3 Eligibility. The Services are intended for users who are at least 18 years old.

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2) Definitions

• “Services” means the UMW website, UMW Core dashboard, applications, distribution tools, reporting, support, and any related products/services offered by UMW.
• “UMW Core” means UMW’s dashboard platform accessible via core.umwrecordingsinc.com. The Acceptable Use Policy notes that additional contractual terms may apply in UMW Core.
• “DSP(s)” means digital service providers, including streaming services, social platforms, stores, and UGC platforms.
• “Content” means sound recordings, musical works data, artwork, videos, lyrics, metadata (artist name, credits, ISRC/UPC, etc.), and all materials you submit.
• “Release” means an album, EP, single, video, or other deliverable delivered to DSPs.
• “Royalties” means amounts reported by DSPs attributable to exploitation of Content, subject to DSP adjustments, reversals, chargebacks, taxes, withholding, and fraud controls.

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3) Incorporated Policies; Priority Order

3.1 Policies Incorporated by Reference. The following UMW policies are incorporated into these Terms and apply to your use of the Services:

• Terms & Conditions (general legal framework, annual subscriptions, arbitration).
• Refund Policy (72-hour eligibility for annual plan refunds under strict non-use; chargeback rules).
• Anti-Fraud Policy (royalty holds/escrow up to 24 months; set-off; negative balances).
• Acceptable Use Policy (no bots/stream manipulation; no unlicensed derivatives; AI disclosure rules; API/automation restrictions).
• DMCA / Copyright Policy (DMCA Form).
• Privacy & Data Rights (payment data handled by Stripe/Payoneer/Dlocalgo).

3.2 Order of Precedence. If there is a conflict, the order is:

1. a signed written agreement / Order Form that expressly overrides these Terms,
2. these Terms,
3. Anti-Fraud Policy,
4. Acceptable Use Policy,
5. other published guidelines.

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4) Account Registration, Authority, and Security

4.1 Authority. If you use the Services for an entity (label, company), you confirm you have authority to bind that entity.

4.2 Account Security. You are responsible for safeguarding login credentials and all actions taken under your account.

4.3 Verification (KYC/KYB). UMW may require identity/business verification, tax information, and/or rights documentation for onboarding, payouts, dispute resolution, or fraud prevention.

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5) Plans, Billing, and Subscription Rules‍

5.1 Artist / Label / Company Plans (Annual Subscription)

(a) Annual billing cycle. Artist/Label/Company subscriptions are billed on an annual cycle unless an Order Form states otherwise.
(b) Auto-renewal. Subscriptions may automatically renew unless canceled, and UMW may provide renewal reminders for annual plans.
(c) Cancellation. You may cancel via your account settings; cancellation typically takes effect at the end of the then-current paid term.

5.2 White Label Plans (Separate Commercial Model)

White Label is a different service track and may be offered under:

• Annual plan,
• Monthly plan, and/or
• One-time fee (often paired with maintenance/support),
  as specified in a separate Order Form, Master Services Agreement (MSA), or Statement of Work (SOW).

White Label customers do not fall under the Artist/Label payout schedule in Exhibit B unless your Order Form explicitly includes payout processing by UMW.

5.3 Pricing and Plan Descriptions

UMW publishes plan examples and feature summaries (e.g., Artist Basic / Pro Music / Ultimate Pro and White Label tiers).
All plan entitlements, limits, and included features are defined by the plan page and/or your Order Form.

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6) Payments, Fees, and Payment Processors

6.1 Payment Methods. UMW may accept major cards and third-party methods (e.g., PayPal, Payoneer, bank account) as published.

6.2 Payment Data Handling. Payment data is handled/stored by UMW’s processors (including Stripe, Payoneer, and Dlocalgo) as described in Privacy & Data Rights.

6.3 No “Hidden Fees” Marketing vs Reality. UMW may describe “no hidden fees” and “no minimum withdrawals” in certain contexts.
However, you acknowledge:

• subscription fees still apply for subscription plans;
• payment processors/banks may charge transfer/FX/intermediary fees beyond UMW’s control;
• DSP statements may include deductions/withholding/adjustments.

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7) Distribution Services and DSP Dependencies

7.1 What UMW Does. UMW provides tools and operational services to deliver Releases to DSPs, show reporting, and support monetization options.

7.2 No Guarantee of Acceptance or Performance. DSPs control their own policies and can reject, remove, demonetize, or restrict Content at any time. UMW does not guarantee placement, playlisting, streams, or minimum revenue.

7.3 Third-Party Licensing Tools. UMW may point users to third-party licensing partners for cover licensing and related services.
Any third-party service is governed by that provider’s terms; you are responsible for purchasing/obtaining required licenses.

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8) Your Content: Rights, Metadata, and Legal Compliance

8.1 You Retain Ownership. As between you and UMW, you keep ownership of your Content. (UMW’s platform operates as a service provider, not a rights buyer.)

8.2 Your Warranties (Critical). You represent and warrant that:

• you own/control all rights necessary to distribute and monetize Content in selected territories;
• you have all approvals from featured artists, producers, labels, and rights holders;
• Content/metadata/artwork do not infringe copyrights, trademarks, or publicity/privacy rights;
• metadata is accurate (artist, writers, ISRC/ISWC, credits, territories, explicit flags).

8.3 Covers, Samples, Remixes, Derivatives. Uploading unlicensed covers/remixes/mashups/edits/samples/re-uploads is prohibited.

8.4 AI & Synthetic Media. You must disclose AI-generated audio/vocals/artwork where required and may not use voice/likeness impersonation or deceptive synthetic media.

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9) License You Grant to UMW

9.1 Operational License. You grant UMW a non-exclusive, worldwide, royalty-free, sublicensable license to host, encode, store, distribute, publicly perform/display, and otherwise use your Content only as necessary to provide the Services, deliver to DSPs, and operate reporting/monetization.

9.2 Sublicensing to DSPs. You authorize UMW to grant DSPs the rights necessary to exploit the Release under DSP technical and commercial requirements.

9.3 Promotional Use (Limited). UMW may use artist name, artwork, and Release metadata for storefront formatting and platform presentation related to distribution and the Services.

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10) Royalties, Reporting, Adjustments, Holds, and Set-Off‍

10.1 Royalties Are Based on DSP Statements

DSP reporting can be delayed, revised, corrected, reversed, and adjusted. Dashboard values can be estimates and subject to change.

10.2 Anti-Fraud Controls; Holds and Escrow

Royalties suspected of being linked to fraud may be held in escrow up to 24 months with periodic review.

10.3 Set-Off and Negative Balances

UMW may offset amounts owed (clawbacks, DSP adjustments, penalties, refunds, fines, chargebacks) against royalties payable to you, including across accounts under common control. If a negative balance results, you must repay within 30 days of notice.

10.4 Artist/Label Payout Schedule

For Artist/Label/Company subscription customers only, payout timing is governed by Exhibit B (monthly close on the 30th; payout on the 30th of the following month), subject to verification, fraud checks, disputes, sanctions screening, and banking constraints.

White Label is excluded from Exhibit B unless a separate written agreement states UMW will process payouts.

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11) Refunds and Chargebacks

11.1 Refund Window (Annual Plans). You may request a refund within 72 hours (3 calendar days) from purchase of an annual plan only if strict non-use conditions are met (UMW may review logs and account activity).

11.2 Refund Processing. Approved refunds are issued only to the original payment method and may take up to 10 business days.

11.3 Chargebacks. Initiating a chargeback without first notifying UMW may violate the policy and can lead to suspension/cancellation and access revocation; UMW may contest unwarranted disputes and use logs/purchase acceptance as evidence.

12) Acceptable Use; Prohibited Conduct

You may not:

• artificially inflate streams/followers (click farms, bots, pay-for-plays, loop farming);
• upload unlicensed derivatives;
• mislead via inaccurate metadata;
• use automated tools or scrape the platform;
• use APIs/automation without prior written authorization (rate limits, key confidentiality, no bypassing access controls).

UMW may remove content, suspend accounts, and/or report severe violations.

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13) DMCA / Copyright Policy

13.1 Designated Agent. DMCA notices should be sent to DMCA Form.

13.2 Repeat Infringers. UMW may disable or terminate accounts of repeat infringers under its DMCA policy.

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14) UMW Core Additional Contracting

14.1 Core Add-On Terms. If you access UMW Core, you may be required to accept additional contractual terms within the dashboard.

14.2 Logs as Evidence. You agree that operational logs (uploads, settings changes, payout edits, support tickets, access events) may be used to administer the Services, verify refund eligibility, and investigate disputes/fraud.

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15) Privacy, Hosting, and Cross-Border Transfers

15.1 Privacy Policy Controls. Personal data handling is governed by UMW’s Privacy & Data Rights policy.

15.2 Hosting Regions. UMW states the Services are hosted in France, Ecuador, and Germany, and your use may involve cross-border transfers.

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16) Support

UMW may publish support hours and response targets; support is provided on a commercially reasonable efforts basis and may vary by plan tier. (UMW’s published Terms include business hours and typical response windows.)

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17) Disclaimers

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” UMW DISCLAIMS WARRANTIES TO THE MAXIMUM EXTENT PERMITTED BY LAW, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. DSP outcomes are outside UMW’s control.

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18) Limitation of Liability

To the maximum extent permitted by law, UMW is not liable for indirect, incidental, special, consequential, exemplary, or punitive damages (lost profits, lost revenue, lost data, or business interruption).
UMW’s total liability is capped as described in its published legal framework (generally the lesser of amounts paid in the prior 12 months or a small fixed amount where applicable).

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19) Indemnification

You agree to defend, indemnify, and hold harmless UMW and its affiliates, officers, directors, employees, and contractors against claims arising from:

• your Content (ownership, licensing, infringement);
• your breach of these Terms/policies;
• fraud/stream manipulation/metadata deception;
• violations of law.

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20) Term, Suspension, and Termination

UMW may suspend/terminate access, remove Releases, hold payouts, or impose restrictions for policy violations, fraud risk, chargeback abuse, legal obligations, or DSP enforcement, consistent with its Anti-Fraud and Refund policies.

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21) Governing Law and Dispute Resolution (Arbitration)

21.1 Governing Law. Ecuador law governs these Terms.

21.2 Informal Negotiation. Parties attempt informal resolution (commonly 30 days) before arbitration.

21.3 Binding Arbitration. Disputes are resolved via binding arbitration under UMW’s published arbitration framework (ICAC under European Arbitration Chamber), with seat: Guayaquil, Ecuador, language: Spanish.

21.4 Class Action Waiver. Arbitration is individual; class or representative actions are restricted to the extent allowed by law.

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22) Changes to Terms

UMW may update these Terms by posting updates on the website and/or notifying you by email as described in its legal framework.

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23) Contact

UMW publishes legal and company contact information on its Terms page:

About New ⚡
+593 96 801 6285
 Av. Francisco de Orellana, R4J2+7H
Guayaquil 090512, Ecuador
hello@umwrecordingsinc.com

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EXHIBIT A — PLAN STRUCTURE

This Exhibit describes the plan categories you asked to formalize.

A1) Artist / Label / Company (Subscription — Annual)

• Term: Annual (12 months) unless Order Form states otherwise.
• Plan examples published by UMW: Artist Basic, Pro Music, Ultimate Pro, Label Record (Premium Pro), with features/limits described on the pricing page.
• Commercial controls: included features, artist count limits, and support SLA (if any) are defined in the plan description and may change.

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A2) White Label

White Label is offered as infrastructure for distributors/platforms and includes tiers like Bronze / Silver X / Gold with customization, distribution, accounting, and scale limits described publicly.

Billing options (as you defined):

• annual plans, and/or
• monthly plans, and/or
• one-time payments,
  only as specified in an Order Form / MSA / SOW.
  White Label does not use Exhibit B payout schedule unless explicitly agreed in writing.

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EXHIBIT B — ARTIST/LABEL MONTHLY CLOSE & PAYOUT SCHEDULE

This Exhibit is exactly lo que me indicaste y lo deja contractual:

B1) Scope

This payout schedule applies only to Artist, Label, and Company subscription customers receiving royalty payouts from UMW.
It does not apply to White Label customers (who operate under separate commercial and payout processes).

B2) Monthly Close & Confirmation (30th of Each Month)

On the 30th of each month, UMW closes the royalty cycle and confirms royalties that:

• have been received from DSPs,
• have been processed in the platform, and
• have been validated through UMW internal controls (including Anti-Fraud).

B3) Payout Date (30th of the Following Month)

UMW sends payouts on the 30th of the following month to the user’s selected method:

• Bank transfer
• PayPal
• Payoneer

Example

• Cycle close: January 30
• Payout sent: February 30 → if the 30th does not exist, then the last day of the month, or the next business day if the day is not payable in your region.

B4) Exceptions (Holds / Compliance / Banking Constraints)

UMW may delay or hold payouts due to:

• identity/verification requirements,
• fraud investigations / holds / escrow,
• disputes (copyright, splits, ownership claims),
• chargebacks or negative balances,
• sanctions/compliance screening,
• banking/processor downtime or regional restrictions.

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EXHIBIT C — WHITE LABEL COMMERCIAL & OPERATIONAL PRINCIPLES

1. White Label is infrastructure, not a retail artist subscription.
2. White Label pricing and billing (monthly/annual/one-time) is only binding via Order Form/MSA/SOW.
3. Payout processing to end-users is handled according to the White Label agreement—not Exhibit B—unless explicitly delegated to UMW.
4. White Label customers are responsible for sub-user compliance; systemic abuse can result in suspension.

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