BELOW YOU WILL FIND THE TERMS & CONDITIONS FOR ALL AREAS OF USAGE WITHIN THIS WEBSITE

Table of Contents

• ICU DOWNLOAD STORE TERMS OF SERVICE
• ICU DOWNLOAD STORE TERMS OF SALE
• RETURNS POLICY FOR PHYSICAL PRODUCTS
• INNERCIRCLEUNIVERSAL LTD NON-EXCLUSIVE SINGLE DISTRIBUTION AGREEMENT (MP3)
• INNERCIRCLEUNIVERSAL LTD NON-EXCLUSIVE PHYSICAL DISTRIBUTION AGREEMENT

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND ICE-PR LTD ("ICE-PR LTD") STATING THE TERMS THAT GOVERN YOUR USE OF THE ICU DOWNLOAD STORE SERVICE. THIS AGREEMENT TOGETHER WITH ALL UPDATES, ADDITIONAL TERMS, THIRD PARTY SOFTWARE LICENCES, AND ALL OF ICU DOWNLOAD STORE/ICE-PR LTD RULES AND POLICIES REFERRED TO IN THIS AGREEMENT COLLECTIVELY CONSTITUTE THE "AGREEMENT" BETWEEN YOU AND ICE-PR LTD. TO AGREE TO THESE TERMS, CLICK "AGREE." IF YOU DO NOT AGREE TO THESE TERMS, DO NOT CLICK "AGREE," AND DO NOT USE THE SERVICE. YOU MUST ACCEPT AND ABIDE BY THESE TERMS AS PRESENTED TO YOU; CHANGES, ADDITIONS, OR DELETIONS ARE NOT ACCEPTABLE, AND ICE-PR LTD MAY REFUSE ACCESS TO THE ICE-PR LTD STORE FOR NON-COMPLIANCE WITH ANY PART OF THIS AGREEMENT.

1. Definition of the ICE-PR LTD Store Service.

ICE-PR LTD is the provider of the ICU DOWNLOAD STORE (the "Service") that permits you to purchase downloads of digital contentÑsuch as sound recordings and videosÑunder certain terms and conditions as set forth in this Agreement.

2. Age requirements for use of the Service.

This Service is available for individuals aged 13 years or older. If you are 13 or older but under the age of 18, you should review these terms and conditions with your parent or guardian to make sure that you and your parent or guardian understand these terms and conditions.

3. Objectionable Material.

You understand that by using the Service, you may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language. Nevertheless, you agree to use the Service at your sole risk and that ICE-PR LTD shall have no liability to you for content that may be found to be offensive, indecent, or objectionable. Content types (including genres, sub-genres and Podcast categories and sub-categories and the like) and descriptions are provided for convenience, and you acknowledge and agree that ICE-PR LTD does not guarantee their accuracy.

4. System Requirements.

Use of the Service requires a compatible device, Internet access (fees may apply), and certain software (fees may apply), and may require obtaining updates or upgrades from time to time. Because use of the Service involves hardware, software, and Internet access, your ability to use the Service may be affected by the performance of these factors. High speed Internet access is strongly recommended. You acknowledge and agree that such system requirements, which may be changed from time to time, are your responsibility. The Service is not part of any other product or offering, and no purchase or obtaining of any other product shall be construed to represent or guarantee you access to the Service.

5. Policies and Rules.

Your use of the Service and purchases made through it are subject to the ICE-PR LTD Terms of Sale,which can be readily viewed on the Service, and any end-user agreements or other terms and conditions required for use of the Service, all of which are hereby made a part of this Agreement. If you have not already read ICE-PR LTD' Terms of Sale, you should do so now.

6. ICE-PR Ltd's Privacy Policy.

Except as otherwise expressly provided for in this Agreement, the Service is subject to ICE-PR Ltd's Privacy Policy at http://www.ice-pr.com/privacypolicy , which is expressly made a part of this Agreement. If you have not already read ICE-PR Ltd's Privacy Policy, you should do so now.

7. Your Information.

You agree to provide accurate, current, and complete information required to register with the Service and at other points as may be required in the course of using the Service ("Registration Data"). You further agree to maintain and update your Registration Data as required to keep it accurate, current, and complete. ICE-PR LTD may terminate your rights to any or all of the Service if any information you provide is false, inaccurate or incomplete. You agree that ICE-PR LTD may store and use the Registration Data you provide (including payment card information) for use in maintaining your accounts and billing fees to your payment card.

8. User Account and Security.

a. Account and Password. As a registered user of the Service, you may receive or establish an account ("Account"). You are solely responsible for maintaining the confidentiality and security of your Account. You should not reveal your Account information to anyone else or use anyone else's Account. You are entirely responsible for all activities that occur on or through your Account, and you agree to immediately notify ICE-PR LTD of any unauthorised use of your Account or any other breach of security. ICE-PR LTD shall not be responsible for any losses arising out of the unauthorised use of your Account which is not due to the negligence of ICE-PR LTD.

b. Security. You understand that the Service, and products purchased through the Service, such as sound recordings, videos and related artwork ("Products"), include a security framework using technology that protects digital information and limits your usage of Products to certain usage rules established by ICE-PR LTD and its licensors ("Usage Rules"). You agree to comply with such Usage Rules, as further outlined below, and you agree not to violate or attempt to violate any security components. You agree not to attempt to, or assist another person to, circumvent, reverse-engineer, decompile, disassemble, or otherwise tamper with any of the security components related to such Usage Rules for any reason whatsoever. Usage Rules may be controlled and monitored by ICE-PR LTD for compliance purposes, and ICE-PR LTD reserves the right to enforce the Usage Rules with or without notice to you. You will not access the Service by any means other than through software that is provided by ICE-PR LTD for accessing the Service. You shall not access or attempt to access an Account that you are not authorised to access. You agree not to modify the software in any manner or form, or to use modified versions of the software, for any purposes including obtaining unauthorised access to the Service. Violations of system or network security may result in civil or criminal liability.

9. Purchase of ICE-PR LTD Content

a. Products Requirements.

You acknowledge that use of Products may require the use of other hardware and software products (e.g., the ability to make copies of Products on physical media and render performance of Products on authorised digital player devices), and that such hardware and software is your responsibility. Once a Product is purchased and you receive the Product, it is your responsibility not to lose, destroy, or damage the Product, and ICE-PR LTD shall be without liability to you in the event of any loss, destruction, or damage to Products which is not due to the negligence of ICE-PR LTD.

b. Use of Products.

You acknowledge that Products contain security technology that monitors your usage of Products to the following Usage Rules, and you agree to use Products in compliance with such Usage Rules.

Usage Rules.

Your use of the Products is conditional upon your prior acceptance of the terms of this Agreement.

You shall be authorised to use the Products only for personal, non-commercial use, and not for redistribution, transfer, assignment or sublicence, to the extent permitted by law.

For details of your rights and restrictions on your rights to use the Products, see:

• http://www.mcps-prs-alliance.co.uk/about_us/aboutcopyright/Pages/aboutmusiccopyright.aspx; or

• www.mcps.co.uk; or

• www.prs.co.uk.

You shall be authorised to use the Products on up to five ICE-PR LTD-authorised devices at any time.

You shall be entitled to export, burn (if applicable) or copy Products solely for personal, non-commercial use. You shall not be entitled to burn video Products.

You shall be authorised to burn an audio playlist up to seven times.

You shall be allowed to store Products from up to five different Accounts on certain devices, such as an iPod, at a time.

Any burning (if applicable) or exporting capabilities are solely an accommodation to you and shall not constitute a grant or waiver (or other limitation or implication) of any rights of the copyright owners in any audio or video content, sound recording, underlying musical composition, or artwork embodied in any Product.

You agree that you will not attempt to, or encourage or assist any other person to, circumvent or modify any security technology or software that is part of the Service or used to administer the Usage Rules, or interfere with, remove or alter any rights management information on the Products.

The delivery of Products does not transfer to you any commercial or promotional use rights in the Products.

c. You agree that your purchase of Products constitutes your acceptance of and agreement to use such Products solely in accordance with the Usage Rules, and that any other use of the Products may constitute a copyright infringement. The security technology is an inseparable part of the Products. The Usage Rules shall govern your rights with respect to the Products, in addition to any other terms or rules that may have been established between you and another party. ICE-PR LTD reserves the right to modify the Usage Rules at any time.

d. You acknowledge that some aspects of the Service, Products, and administering of the Usage Rules entails the ongoing involvement of ICE-PR LTD. Accordingly, in the event that ICE-PR LTD changes any part of the Service or discontinues the Service, which ICE-PR LTD may do at its election, you acknowledge that you may no longer be able to use Products to the same extent as prior to such change or discontinuation, and that ICE-PR LTD shall have no liability to you in such case.

e. The Service may offer interactive features that allow you to, among other things, submit or post information, materials or links to third party content on areas of the Service accessible and viewable by other users of the Service and the public. You represent and agree that any use by you of such features, including any information, materials or links submitted or posted by you, shall be your sole responsibility, shall not infringe or violate the rights of any other party or violate any laws, contribute to or encourage infringing or otherwise unlawful conduct, or otherwise be obscene, objectionable or in poor taste, and that you have obtained all necessary rights, licences or clearances. You further agree to provide accurate and complete information in connection with your submission or posting of any information or materials on the Service. Moreover, you hereby grant ICE-PR LTD a worldwide, royalty-free, non-exclusive licence to use such materials as part of the Service, and in relation to Products, without any compensation or obligation to you.

ICE-PR LTD reserves the right not to post or publish any materials, and to delete, remove or edit any material, at any time in its sole discretion without notice or liability.

ICE-PR LTD has the right, but not the obligation, to monitor any information and materials submitted or posted by you or otherwise available on the Service, to investigate any reported or apparent violation of this Agreement, and to take any action that ICE-PR LTD in its sole discretion deems appropriate, including, without limitation, under Section 14 below or under our Copyright Policy http://www.ice-pr.com/legal/trademark/claimsofcopyright.).

10. Territory.

The Service is available worldwide. You agree not to use or attempt to use the Service from outside of the available territory, and that ICE-PR LTD may use technologies to verify your compliance.

11. Agreement to Pay.

a. Payment for Products. You agree to pay for all Products you purchase through the Service, and that ICE-PR LTD may charge your payment card or account for any Products purchased, and for any additional amounts (including any taxes and late fees, as applicable) as may be accrued by or in connection with your Account. YOU ARE RESPONSIBLE FOR THE TIMELY PAYMENT OF ALL FEES AND FOR PROVIDING ICE-PR LTD WITH A VALID PAYMENT CARD FOR PAYMENT OF ALL FEES. All fees will be billed to the payment card, or the account, you designate during the registration process. If you want to designate a different payment card or if there is a change in your payment card or account status, you must change your payment card or account information online at the Account Info section of the Service. (There may be a temporary disruption of your access to the Service until ICE-PR LTD can verify the validity of the new payment card or account information.)

b. Right to Change Prices and Availability of Products. Prices and availability of any Products are subject to change at any time.

c. Electronic Signatures and Contracts. Your use of the Service includes the ability to enter into agreements and/or to make purchases electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR SUCH AGREEMENTS AND PURCHASES. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO ON THIS SITE, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS.

d. In order to access and retain your electronic records, you may be required to have certain hardware and software, which are your sole responsibility.

12. Delivery of Products.

On occasion, technical problems may delay or prevent delivery of your Product. Your exclusive and sole remedy with respect to Product that is not delivered within a reasonable period will be either replacement of such Product, or refund of the purchase price paid for such Product, as determined by ICE-PR LTD. Your statutory rights are not affected.

13. Intellectual Property.

a. Acknowledgement of Ownership. You agree that the Service, including but not limited to graphics, audio clips, and editorial content, contains proprietary information and material that is owned by ICE-PR LTD and/or its licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright, and that you will not use such proprietary information or materials in any way whatsoever except for use of the Service in compliance with the terms of this Agreement. No portion of the Service may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Service, in any manner, and you shall not exploit the Service in any unauthorised way whatsoever, including but not limited to, by trespass or burdening network capacity.

b. Removal of ICE-PR LTD Content or Other Materials. Notwithstanding any other provision of this Agreement, ICE-PR LTD and its licensors reserve the right to change, suspend, remove, or disable access to any Products, content, or other materials comprising a part of the Service at any time without notice. In no event will ICE-PR LTD be liable for the removal of or disabling of access to any such Products, content or materials under this Agreement. ICE-PR LTD may also impose limits on the use of or access to certain features or portions of the Service, in any case and without notice or liability.

c. Copyrights. All copyrights in and to the Service, including but not limited to, the ICE-PR LTD Store (including the compilation of content, postings, links to other Internet resources, and descriptions of those resources), and software, are owned by ICE-PR LTD and/or its licensors. THE USE OF THE SOFTWARE OR ANY PART OF THE SERVICE, EXCEPT FOR USE OF THE SERVICE AS PERMITTED IN THESE TERMS OF SERVICE, IS STRICTLY PROHIBITED AND INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES, FOR COPYRIGHT INFRINGEMENT.

d. Trademarks. ICE-PR LTD, the ICE-PR LTD logo, ICE-PR LTD, and other ICE-PR LTD trademarks, service marks, graphics, and logos used in connection with the Service are trademarks or registered trademarks of ICE-PR LTD in the U.K. and/or other countries. Other trademarks, service marks, graphics, and logos used in connection with the Service may be the trademarks of their respective owners. You are granted no right or licence with respect to any of the aforesaid trademarks and any use of such trademarks.

e. Album Cover Art. As an account holder of the Service in good standing, ICE-PR LTD may provide you with limited access to download certain album cover art for music stored in the ICE-PR LTD Library of your ICE-PR LTD application, subject to availability. Such access is provided as an accommodation only, and ICE-PR LTD does not warrant or endorse and does not assume and will not have any liability or responsibility for such album cover art or your use thereof. You may only access album cover art (to the extent available) for music for which you are the lawful owner of a legal copy. Album cover art is provided for personal, non-commercial use only. You agree that you will not use album cover art in any manner that would infringe or violate these Terms of Service or the rights of any other party, and that ICE-PR LTD is not in any way responsible for any such use by you.

14. Termination.

a. Termination by ICE-PR LTD. If you fail, or ICE-PR LTD suspects that you have failed, to comply with any of the provisions of this Agreement, including but not limited to failure to make payment of fees due, failure to provide ICE-PR LTD with a valid payment card or with accurate and complete Registration Data, failure to safeguard your Account information, violation of the Usage Rules or any licence to the software, or infringement or other violation of third parties' rights, ICE-PR LTD, at its sole discretion, without notice to you may: (i) terminate this Agreement and/or your Account, and you will remain liable for all amounts due under your Account up to and including the date of termination; and/or (ii) terminate the licence to the software; and/or (iii) preclude access to the Service (or any part thereof).

b. Termination of the Service. ICE-PR LTD reserves the right to modify, suspend, or discontinue the Service (or any part or content thereof) at any time with or without notice to you, and ICE-PR LTD will not be liable to you or to any third party should it exercise such rights.

15. General Compliance with Laws.

The Service is controlled and operated by ICE-PR LTD from its offices in London UK. You agree to comply with all laws governing England & Wales and regulations that apply to your use of the Service.

16. Enforcement of These Terms.

ICE-PR LTD reserves the right to takes steps ICE-PR LTD believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement (including but not limited to ICE-PR LTD' right to cooperate with any legal process relating to your use of the Service and/or Products, and/or a third party claim that your use of the Service and/or Products is unlawful and/or infringes such third party's rights). You agree that ICE-PR LTD has the right, without liability to you, to disclose any Registration Data and/or Account information to law enforcement authorities, government officials, and/or a third party, as ICE-PR LTD believes is reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement (including but not limited to ICE-PR LTD' right to cooperate with any legal process relating to your use of the Service and/or Products, and/or a third party claim that your use of the Service and/or Products is unlawful and/or infringes such third party's rights).

17. No Responsibility for Third-Party Materials or Web sites.

Certain content, Products, and services available via the Service may include materials from third parties. In addition, ICE-PR LTD may provide links to certain third party Web sites. You acknowledge and agree that ICE-PR LTD is not responsible for examining or evaluating the content or accuracy of any such third-party material or Web sites. ICE-PR LTD does not warrant or endorse and does not assume and will not have any liability or responsibility for any third-party materials or Web sites, or for any other materials, products, or services of third parties. Links to other Web sites are provided solely as a convenience to you. You agree that you will not use any third-party materials in a manner that would infringe or violate the rights of any other party, and that ICE-PR LTD is not in any way responsible for any such use by you.

18. Disclaimer of Warranties; Liability Limitations.

a.ICE-PR LTD WARRANTS THAT IT WILL PROVIDE THE SERVICE WITH REASONABLE CARE AND SKILL AND SUBSTANTIALLY IN ACCORDANCE WITH THIS AGREEMENT. ICE-PR LTD DOES NOT MAKE ANY OTHER PROMISES OR WARRANTIES ABOUT THE SERVICE. WITHOUT LIMITATION TO THE FOREGOING:

(i) ICE-PR LTD DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, AND YOU AGREE THAT FROM TIME TO TIME ICE-PR LTD MAY REMOVE THE SERVICE FOR INDEFINITE PERIODS OF TIME, OR CANCEL THE SERVICE AT ANY TIME, WITHOUT NOTICE TO YOU;

(ii) ICE-PR LTD DOES NOT REPRESENT OR GUARANTEE THAT THE SERVICE WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND ICE-PR LTD DISCLAIMS ANY LIABILITY RELATING THERETO. YOU SHALL BE RESPONSIBLE FOR BACKING UP YOUR OWN SYSTEM, INCLUDING ANY PRODUCTS PURCHASED FROM THE ICE-PR LTD STORE THAT ARE STORED IN YOUR SYSTEM.

b. EXCEPT AS SET OUT IN SECTION 18(d), IN NO CASE SHALL ICE-PR LTD, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, OR LICENSORS BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY ICE-PR LTD, ITS EMPLOYEES OR AGENTS WHERE:

(i) THERE IS NO BREACH OF A LEGAL DUTY OF CARE OWED TO YOU BY ICE-PR LTD OR BY ANY OF OUR EMPLOYEES OR AGENTS;

(ii) SUCH LOSS OR DAMAGE IS NOT A REASONABLY FORESEEABLE RESULT OF ANY SUCH BREACH;

(iii) ANY INCREASE IN LOSS OR DAMAGE RESULTS FROM BREACH BY YOU OF ANY TERM OF THIS AGREEMENT.

ICE-PR LTD WILL NOT BE LIABLE FOR ANY LOSS OF INCOME, BUSINESS OR PROFITS, OR FOR ANY LOSS OR CORRUPTION OF DATA IN CONNECTION WITH YOUR USE OF THE SERVICE.

c. ICE-PR LTD SHALL USE REASONABLE EFFORTS TO PROTECT INFORMATION SUBMITTED BY YOU IN CONNECTION WITH THE SERVICES, BUT YOU ACKNOWLEDGE AND AGREE THAT YOUR SUBMISSION OF SUCH INFORMATION IS AT YOUR SOLE RISK, AND ICE-PR LTD HEREBY DISCLAIMS ANY AND ALL LIABILITY TO YOU FOR ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.

d. NOTHING IN THIS AGREEMENT REMOVES OR LIMITS ICE-PR LTD' LIABILITY FOR FRAUD, FOR DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE OR FOR ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW. YOUR STATUTORY RIGHTS ARE NOT AFFECTED.

19. Waiver and Indemnity.

BY USING THE SERVICE, YOU AGREE TO INDEMNIFY AND HOLD ICE-PR LTD, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, AND LICENSORS HARMLESS WITH RESPECT TO ANY CLAIMS ARISING OUT OF YOUR BREACH OF THIS AGREEMENT, OR ANY ACTION TAKEN BY ICE-PR LTD AS PART OF ITS INVESTIGATION OF A SUSPECTED VIOLATION OF THIS AGREEMENT OR AS A RESULT OF ITS FINDING OR DECISION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. THIS MEANS THAT YOU CANNOT SUE OR RECOVER ANY DAMAGES FROM ICE-PR LTD, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, AND LICENSORS AS A RESULT OF ITS DECISION TO REMOVE OR REFUSE TO PROCESS ANY INFORMATION OR CONTENT, TO WARN YOU, TO SUSPEND OR TERMINATE YOUR ACCESS TO THE SERVICE, OR TO TAKE ANY OTHER ACTION DURING THE INVESTIGATION OF A SUSPECTED VIOLATION OR AS A RESULT OF ICE-PR LTD'S CONCLUSION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. THIS WAIVER AND INDEMNITY PROVISION APPLIES TO ALL VIOLATIONS DESCRIBED IN OR CONTEMPLATED BY THIS AGREEMENT.

20. Changes.

ICE-PR LTD reserves the right, at any time and from time to time, to revise, update, supplement, and otherwise modify this Agreement and to impose new or additional rules, policies, terms, or conditions on your use of the Service. Such updates, supplements, revisions, modifications, and additional rules, policies, terms, and conditions (collectively referred to in this Agreement as "Additional Terms") will be effective immediately and incorporated into this Agreement. Your continued use of the ICE-PR LTD Store will be deemed to constitute your acceptance of any and all such Additional Terms. All Additional Terms are hereby incorporated into this Agreement by this reference.

21. Notices.

ICE-PR LTD may send you notice with respect to the Service by sending an email message to the email address listed in your ICE-PR LTD Account contact information, by sending a letter via postal mail to the contact address listed in your ICE-PR LTD Account contact information, or by a posting on the ICE-PR LTD Store. Notices shall become effective immediately.

22. Governing Law.

This Agreement and the use of the Service is governed by the laws of England & Wales.

23. Miscellaneous.

This Agreement constitutes the entire agreement between you and ICE-PR LTD and governs your use of the Service, superseding any prior agreements between you and ICE-PR LTD. You may also be subject to additional terms and conditions that may apply when you use affiliate services, third party content, or third party software. ICE-PR LTD' failure to enforce any right or provisions in these Terms of Service will not constitute a waiver of such provision, or any other provision of these Terms of Service. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the other provisions will remain in full force and effect. ICE-PR LTD will not be responsible for failures to fulfil any obligations due to causes beyond its control.

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Purchases from the ICU Download Store are available worldwide..

The ICU Download Store is provided ICE-PR LTD. ("ICE-PR.COM").

SALES TO END USERS ONLY

The ICU Download Store sells Products to end user customers only.

CANCELLATION POLICY

All Sales are final. The ICU Download Store service commences immediately when you begin to download Products from the ICU Download Store and you will not have a right to cancel your contract once the service commences.

PAYMENT METHODS

The ICU Download Store accepts credit and debit cards, payment through ICU Download Store Gift Certificates, ICU Download Cards, and Monthly Gift balances as forms. If a credit or debit card company is being used for a purchase, ICU Download may obtain a pre-approval from the credit or debit card company for an amount up to the amount of the order. Billing to your credit or debit card occurs at the time of purchase or shortly thereafter. If the balance from an ICU Download Store Gift Certificate, ICU Download Card is used for an ICU Download Store Purchase, the amount is deducted from your account or your ICU Download Card (as the case may be) at the time of purchase. If the total amount of the purchase is greater than the balance available in your Gift Certificate, ICU Download Card or Monthly Gift, your credit card or debit card, will be charged for the balance.

The ICU Download Store accepts the following payment cards: Visa, MasterCard, & all major debit cards.

PLEASE NOTE:

* Credit cards and cheque cards have daily spending limits that may prevent the processing of your order.

* If a purchase has been declined online due to credit or debit card issues, please ensure all data is correct and resubmit. If the transaction is not accepted online, you will be unable to use that card account for your purchase and should use another payment card.

BILLING

If you use the Shopping Cart functionality, you will have one order that authorises and bills as a single purchase.

GIFT CERTIFICATE PURCHASES

Gift Certificates may be redeemed for ICU Download Store purchases only and are non-refundable for cash. They are also non transferable

ICU DOWNLOAD CARDS

ICU Download Cards are for purchases on the ICU Download Store only. ICU Download Cards may not be used for purchases on the rest of the ICE-PR .com. ICU Download Cards are non-refundable.

DORMANT GIFT CERTIFICATES AND ICU DOWNLOAD CARDS

Gift Certificates and ICU Download Cards, and unused portions of Gift Certificates, and ICU Download Cards, expire on the later of, two years from the date of issuance, and two years from the date of last activity if applied to an ICU Download Store Account.

UPGRADES

ICU Download Store reserves the right to enhance Products purchased from the ICU Download Store, including Products purchased but not yet downloaded. Among other things, such enhancements may result in larger file sizes (requiring, for example, longer download times and additional disk space for storage).

PRICES

The ICU Download Store endeavours to offer you competitive prices on current selections. Your total price will include the price of the Product plus any applicable VAT (in effect on the day of download). ICU Download Store reserves the right to change prices for Products offered at the ICU Download Store at any time, and does not provide price protection or refunds in the event of a price drop or promotional offering.

CONTENT AVAILABILITY

The ICU Download Store makes every effort to provide a broad content offering. For this reason, ICU Download Store reserves the right to change content options without notice.

FOR ASSISTANCE WITH ORDERS Ð info@ice-pr.com

For assistance with billing questions or other order inquiries, please refer your emails to: info@icepr.com.com. Responses to emails will be provided as soon as possible.

CONTENT USAGE RULES

Your use of any Products purchased from the ICU Download Store is conditioned upon your prior acceptance of the Terms of Service, including, without limitation, the Usage Rules set forth therein.

OTHER TERMS AND CONDITIONS

ICU Download is not responsible for typographic errors. ICU Download reserves the right to change the terms and conditions of sale at the ICU Download Store at any time. Revised Terms of Sale will be made available on our website. Customers are encouraged to review the Terms of Sale on a periodic basis for modifications. All sales on the ICU Download Store are governed by the laws of England & Wales. If any of the terms in these Terms of Sale are not valid or legally enforceable, the other terms will not be affected.

SHIPPING COSTS

Delivery Policy & Rates

VAT

All prices shown exclude VAT. When a zero-rated VAT item, such as a book, is ordered together with a fully rated VAT item, such as a video, VAT must also be charged on the total cost of postage and packing.

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Returns

Please review our Returns Policy, which applies to products purchased from us. In addition to your 30-day returns guarantee. Customers in the European Union are entitled to a statutory cooling-off period of seven business days. Details of this statutory right and an explanation of how to exercise it are provided in the order confirmation e-mail and in the Returns Policy

Our Returns Policy

This returns policy does not affect your statutory rights.

Thinking of returning an item?

Our Returns Team will guide you through our Returns Policy and provide you with a printable personalised return label.

Our 30-day returns guarantee

Our 30-day returns guarantee means that if for any reason you are unhappy with your purchase, you can return it to us in its original condition within 30 days of the date you received the item, unopened (with any seals and shrink-wrap intact) and we will issue a full refund for the price you paid for the item--see our Refunds Policy. We can only accept the return of opened items if they are faulty.

This returns policy does not affect your statutory rights.

We are unable to exchange items that are not

damaged; defective or incorrect (however, click here to find out what to do if you have received a damaged, defective or incorrect item). Click on the links below to find out how to return your item:

Return Music: 30-day Returns Guarantee

• If for any reason you are unhappy with a music purchase from ICE-PR Ltd, you can return it to us in its original condition within 30 days of the date you received it, unopened (with any seals and shrink wrap intact) and we will issue a full refund for the price you paid for it, this does not include postage & packaging.

• Specific information applies to the return of damaged, defective and incorrect items. See return a damaged or incorrect item .

Our Returns Team will guide you through our Returns Policy and provide you with a printable personalised return label.

• please note that we cannot accept returns if you deliver them to us by hand

• we will notify you via e-mail when we have processed your return--this may take up to three weeks

• for your protection we recommend that you use a recorded-delivery service for return of goods.

Delivery Rates for Returned Items.

Note: if you return an item/s to us using a pre-paid, personalised return label and the reason for the return is not because of an error on our part and the item is not defective, we will deduct the cost of return postage from your refund. See Delivery Rates for Returned Items.

Return a Damaged, Defective or Incorrect Item

This page explains what to do if you've received a damaged, defective or incorrect item from ICE-PR Ltd. This returns policy does not affect your statutory rights.

Our Returns Team returns@ice-pr.com will guide you through our Returns Policy and provide you with a printable personalised return label.

If the item was damaged in transit

• If you take delivery of an ICE-PR Ltd package and the contents have been damaged in transit, you can return the item(s) to us within 30 days of receipt for exchange. Please email us at returns@ice-pr.com and we will email you a personalised return label for your item.

If we sent you an item you did not order (an "incorrect" item)

• As soon as you find out we've sent you an incorrect item please email us at returns@ice-pr.com with the subject "Incorrect Item" and we will email you a personalised return label for your item. Send the incorrect item back to us using a personalised return label and we'll make sure you are not charged for the postage and packaging for the correct item.

Note: in the event of ICE-PR Ltd sending you a replacement for a damaged, defective or incorrect item, you must return the original item to ICE-PR Ltd within 30 days of our e-mail confirming the issue of the replacement item. Provided you return this item to us within the 30 days, you will have nothing more to pay. If you do not return the original item to us by the end of the 30 day period, we reserve the right to charge an amount equal to the price of your original order to the payment card you used for the order.

Our Refunds Policy

This page describes how we calculate refunds and outlines our policy on gift refunds and gift certificate refunds. Our refunds policy does not affect your statutory rights. Some notes about refunds:

• When you send your item back to us, we'll process the returned item then notify you via e-mail of your refund. You can expect a refund in the same form of payment originally used for purchase within three weeks of our receiving your return.

• You can also view completed returns and refunds at the bottom of an order's summary page in Your Account. If the return and refund do not appear in Your Account after four weeks from the day you sent us your return, please email returns@ice-pr.com for further assistance.

Note: ICE-PR Ltd cannot generate refunds for items purchased from third-party sellers. Only your seller can generate a refund; if you have difficulty obtaining a refund from your seller, please see the http://www.oft.gov.uk/Consumer/Your+Rights+When+Shopping/ your+rights+buying+goods.htm

Our Returns Team by email and will guide you through our Returns Policy and provide you with a printable, personalised return label.

How Refunds Are Calculated

Items returned because they are damaged, defective or incorrect

If you are returning an item because of an error on our part or, in accordance with our returns policy, because it is damaged or defective, we will refund the delivery charges incurred in sending the item to you and pay your costs of returning it to us (either via a personalised pre-paid return label, or by refunding your return postage costs in form of payment originally used for purchase). We will also refund the cost of gift-wrapping and other services provided to you in connection with your purchase, where applicable.

ICE-PR Ltd will check all items returned as damaged or defective. In the event we find no fault, we reserve the right to re-charge you for the item/s and to recover our fees and expenses from you.

Items returned within the seven-day cooling off period

By law, customers located in the European Union also have the right to withdraw from the purchase of an item within seven working days of the day after the date the item is delivered. For more information see Your Statutory Rights.

Where you are withdrawing from your purchase within the seven working day cooling-off period, and there has been no error on our part, we will refund the cost of the item and the cost of sending the item to you as follows:

• where you are returning an item that was part of a larger order, we'll refund the per-item charge for delivery that you incurred

• where you are returning an entire order, we'll refund applicable per-item delivery charges and the per-delivery charge that you incurred

• we will refund only standard (Airmail) postage charges for items delivered outside the UK

• where we collect an item from you, we reserve the right to recover the costs of collection from you.

• if you use a personalised pre-paid return label, we will deduct the return postage from your overall refund.

We will not refund the cost of gift-wrapping, your costs in returning the item to us and other services provided to you in connection with your purchase unless you return the item to us because of an error on our part or because it is defective.

Items returned under the 30-day or 14-day returns guarantee

Where you are withdrawing from your purchase between seven and 30 days after delivery and there has been no error on our part, we will refund only the cost of the item. We will not refund the cost of gift-wrapping, delivery or other services provided to you in connection with your purchase. If you use a personalised pre-paid return label, we will deduct the return postage from your overall refund.

Note: personalised pre-paid return labels are not available for all UK delivery addresses, and they are not available for delivery addresses outside the UK. The Returns Team will automatically generate the appropriate return label.

Gift Refunds

If you return a gift purchased for you at ICE-PR Ltd, you'll receive a gift certificate for the value of your return, which you may use as part or full payment for future purchases from our website. Don't worry, we won't let the person who sent you the gift know about your return.

Please remember that normal returns criteria apply and that the refund will not include the cost of returning the item to us or gift-wrapping costs unless the return is due to an error on our part.

Gift Certificate Refunds

If you return an item for which you used a gift certificate as part or full payment, we will refund the gift certificate portion to your gift certificate account and any non-gift certificate portion to the card used for the original transaction.

Gift certificates connected to specific promotions are generally non-refundable. See terms and conditions for individual promotions.

Your Statutory Rights

Cooling-off Period

1. Purchases

At ICE-PR Ltd we want you to be delighted every time you shop with us. Occasionally though, we know you may want to return items. That's why under our 30-day returns guarantee, if for any reason you are unhappy with your purchase, you can return it to us in its original condition within 30 days of the date you received the item Read more about our 30-day returns guarantee at Our returns-policy.

By law, customers in the European Union also have the right to withdraw from the purchase of an item within seven working days of the day after the date the item is delivered. This applies to all of our products except for digital items (e.g: downloadable music and videos) where the item has been downloaded please refer to the terms and conditions of the ICU Download store. We regret that we also cannot accept cancellations of contracts for the purchase of DVDs and audio CDs, Where the item has been unsealed.

To cancel your purchase within the seven-working-day cooling-off period, please email returns@ice-pr.com and we will email a personalised return label for your item, giving the reason for the return as "I just don't want it anymore". Please package the relevant item(s) securely and send it to us using the personalised return label so that we receive it within seven working days of the day after the date that the item was delivered to you.

Please note that we cannot accept returns if you deliver them to us by hand.

For your protection, we recommend that you use a recorded-delivery service if the value of the return is more than 10 GBP.

Please note that you will be responsible for the costs of returning the items to us unless we delivered the item to you in error, or if the item is damaged or defective. If we do not receive the item back from you with the delivery slip, we may arrange for collection of the item from your residence at your cost.

You should be aware that once we begin the delivery process you will not be able to cancel any contract you have with us for additional services carried out by us (eg: gift-wrapping).

As soon as we receive notice of your cancellation of this order, we will refund the relevant part of the purchase price for that item together with the item's normal postage charge--we cannot refund any priority, express or courier component of the postage charge. For more information on your right to withdraw from your purchase within the seven working day cooling-off period, visit the Department of Trade and Industry's website at: http://www.dti.gov.uk/ccp/topics1/guide/homeshop.htm#cooling

Other statutory rights

For more information about your other statutory rights, please visit the Department of Trade and Industry's Consumer Gateway website at: http://www.consumer.gov.uk/consumer_web/shopping.htm#4

Click here to go back to the main returns policy page.

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Welcome to InnerCircleUniversal Ltd's Digital Delivery Service.

The artist's must enter into this Cooperative Non-Exclusive Distribution Agreement (sometimes referred to hereinafter as the "Agreement") if the Artist's want to submit, including but not limited to, Compact Discs (hereinafter "CDs"), Music, Media (as hereinafter defined below in paragraph 3(c)), Materials (as hereinafter defined below in paragraph 3(b)) and any and all other content (hereinafter sometimes referred to jointly and severally as the "Works" or "Work") to InnerCircleUniversal Ltd's Non-Exclusive Distribution Agreement (the "Service"). As used in this Agreement, "company", or "InnerCircleUniversal Ltd", " means the distributor', its Affiliates and/or assigns, and "the Artist" means the individual and/or entity submitting, including but not limited to, CDs, Music, Media, Materials and/or other content to InnerCircleUniversal Ltd. Any individual or entity that wants to use the Service must accept the terms of this Agreement without change. By adding this item to the Artist's shopping cart, and completing the credit card transaction, the Artist's will have fully AGREED TO THIS NON-EXCLUSIVE SINGLE DISTRIBUTION AGREEMENT. The initial cost for the Service is only £30 plus VAT (£35.25 inc VAT) per product.

After payment for this Service, the Artist's agree to promptly furnish us, at the Artist's sole cost and expense, with one (1) original music track in MP3 format, not to exceed 5 megabytes, together with an original image, in jpg or gif format, to be used to identify the Artist's MP3.

Subject to any and all terms of this Agreement, company will offer for sale and fulfill orders for INSTANT DIGITAL DOWNLOAD of the artist's Work. Company will provide secure credit card processing for all transactions. Company will promote the Artist's Work at our company site, by including, but not limited to, a sound preview, a description and the image the Artist provided for a minimum of one year. 

Subject to any and all terms of this Agreement, and, more specifically, paragraph eight (8) below, company will generally pay the Artist's seventy (70%) percent of any reasonable selling price that the Artist's set as the Artist's sole remuneration (the Artist's "royalty"). It is understood and agreed company will charge the buyer our reasonable shipping and handling charges together with VAT. The shipping and handling charges together with the VAT will not be included in the calculation of the Artist's royalty. Company will pay the Artist's monthly, after our credit card company and bank have advised that the buyers' funds have cleared our accounts and the sales are final. This deal is NON-EXCLUSIVE. The Artist's is free to market the artist's Work elsewhere. After one year of promotion, company may archive, remove and/or suspend the Artist's Work from the Service without terminating this Agreement, which shall remain in full force and effect. TERMS AND CONDITIONS: 

1) TESTAMENT.

Both the Artist's and company acknowledge that the foregoing testaments are true and correct, incorporated herein and agreed to by this reference as if fully set forth here at. 

2) Eligibility.

The Artist's may only submit Materials, as defined below, to the Service for which the Artist's own and/or control all intellectual property rights. In other words, if the Artist submits a song to company, the Artist must either own all the rights in the sound recording (including rights in the performance embodied in the sound recording) and the musical composition (the music and words) or have the express written authorization of the person who does own those rights. For example, if the Artist has recorded a song written by another individual, the Artist may not submit it to us without the composer's written permission. Similarly, the Artist's must have all rights, including without limitation, all copyrights, trademark rights and publicity rights of third parties, to any and all Materials that the artist submits to the Service. Further, the Service is limited to parties that lawfully can enter into and form contracts under applicable law. Minors may not submit Materials to the Service. 

3) Definitions.

As used in this Agreement,

(a) "Affiliates" means any entity controlled by, in control of, or under common control with InnerCircleUniversal Ltd

(b) "Materials" means any and all content that the Artist submits to InnerCircleUniversal Ltd, including, but not limited to, any and all sound recordings, musical compositions, lyrics, photographs, illustrations, graphics, text, computer programs and video, and

(c) "Media" means any means of conveying information, including, without limitation, the Internet, Digital Files, Downloadable Files, Compact Disc ("CD"), DVD, MiniDisc or other portable media, Television, Film, Broadband, and/or Radio, whether now known or hereafter devised. 

4) License Grant for Materials.

The Artist hereby assigns to InnerCircleUniversal Ltd, &/or its affiliates a non-exclusive, irrevocable, worldwide, perpetual license to:

(a) Reproduce, distribute, transmit, publicly perform, sell, and publicly display the Materials, in whole or in part, in any manner and Media.

(b) Create samples of the Materials, including, without limitation, any and all sound recordings, musical compositions, lyrics, photographs, illustrations, graphics, text, computer programs, and video that are included in or with the Materials, and reproduce, distribute, transmit, sell, and publicly perform such samples, in any manner and Media.

(c) Create compilations that contain the Materials, including but not limited to any and/or all sound recordings, musical compositions, lyrics, photographs, illustrations, graphics, text, computer programs, and video that are included therein, and to reproduce, distribute, transmit, sell and publicly perform such compilations, in any manner and Media.

(d) Encode or otherwise convert the Materials into such formats, such sizes and in any Media as may be required by InnerCircleUniversal Ltd &/or its affiliates to carry out the Service. 

5) License for Trademarks and Likenesses.

The Artist's hereby assigns to InnerCircleUniversal Ltd and/or its Affiliates a non-exclusive, irrevocable, worldwide, perpetual license to use all trademarks, trade names, and the names and likenesses of any individuals that appear in the Materials. Company will use these marks, names and likenesses only in connection with the Service and the Materials. 

6) Third Parties Acting on Companies Behalf.

The licenses that the Artist are hereby granting extend to InnerCircleUniversal Ltd, and/or its affiliates, and/or to any individual or entity designated or otherwise engaged by InnerCircleUniversal Ltd and/or its Affiliates, &/or its assigns, to the extent such individual or entity is acting on InnerCircleUniversal Ltd and/or any of its affiliate's behalf. 

7) The Artist's Commitment to Supply the Media Containing the Materials (i.e. CDs) and Obtain and/or Pay for Licensing.

Company may decide, in our sole discretion, to offer the Artist's Work in any and all media. In that event, the Artist's agree to furnish company with as many hard copies as company in our sole discretion, deem are necessary to fulfill anticipated demand. The Artist bears the entire cost of furnishing company with the Artist Materials on media suitable for sale. In the event the Artist cannot meet demand, and/or fail to promptly send us the hard copies of the Media containing the Materials (i.e. CDs) for any reason, and/or fail to obtain any and all licensing for the Material(s) in any and/or all Media (including but not limited to compulsory, mechanical, internet, new media, and/or performance licenses and/or fees), company, at our sole and exclusive option and at the Artist's sole and exclusive expense, may obtain any and all licensing that company deem, in our sole discretion, is necessary to fully enjoy the grant of the licenses contained within this Agreement, and, use the Artist's Materials and Media as a master or masters, and make copies thereof in any and all Media which will be deemed to be licensed to us pursuant to the terms contained in paragraphs 4, 5, and 6 of this Agreement, and more generally, pursuant to all terms contained in this Agreement, which shall remain in full force and effect.

8) The Artist Royalty, Our Right to Reduce The Artist Price, and Company Monthly Membership Plan.

Generally, company will pay the Artist's seventy (70%) percent of the selling price the Artist's set for the artist's Work as the Artist's sole remuneration (the Artist's "royalty") for each sale thereof. Company may reduce the Artist's selling price to the lowest price advertised anywhere. Company may adjust the Artist's selling price if it is unreasonable. Company may give a reasonable discount to any customer who purchases greater than £25.00 at any one time. In the event company do reduce, adjust and/or discount the Artist's selling price, the Artist's royalty shall be seventy (70%) percent of the reduced, adjusted and/or discounted price. Company may offer membership plan(s) allowing unlimited downloads of any and all Work(s) for a reasonable monthly membership fee, in which event, the Artist's will not receive a "royalty" based upon the selling price that the Artist's set for any and all Work(s) downloaded pursuant to our monthly membership plan(s), but instead, for those downloads the Artist's shall receive twenty-five percent (25%) of the price, which company, in our sole discretion, set and actually receive for monthly membership plan(s) (pro-rated monthly), times a fraction, of which the numerator will be the number of files containing the Artist's Work(s) downloaded pursuant to the monthly membership plan(s) for the month, and of which the denominator will be the total number of files downloaded pursuant to the monthly membership plan(s) for the month. Notwithstanding anything to the contrary contained herein, with respect to compilations, in any and all media, embodying the Artist's work(s), together with those of others, the price, which company in our sole discretion will set for the compilation, shall first be reduced by any and all expenses and/or costs (including without limitation, recording, production, manufacturing, licensing, packaging, and media) company incur, or will incur, with respect to same on a prorated basis, and the Artist's royalty shall be twenty-five percent (25%) of the net price (after deduction of the foregoing expenses and costs) times a fraction, of which the numerator will be the number of files of the Artist's work(s) contained in the compilation, and of which the denominator will be the total number of files contained in the compilation. It is understood and agreed that for any and all sales whatsoever, company will charge the buyer our reasonable shipping and handling charges together with the applicable taxes. The shipping and handling charges together with the VAT will not be included in the calculation of the Artist's royalty for our monthly membership plan(s). The Artist's royalty for our monthly membership plan(s) shall be the Artist's sole remuneration under this Agreement.

9) Representations, Warranties and Indemnities.

The Artist represents and warrants to InnerCircleUniversal Ltd and/or its affiliates that:

(a) The Artist has the right and authority necessary to enter into this agreement, to fully perform the artist's obligations hereunder, and to grant the licenses set forth in Paragraphs 4, 5, and 6 above.

(b) The Artist will comply fully with all terms of this agreement.

(c) The materials submitted to us by the Artist do not and will not violate, misappropriate or infringe any intellectual property right, including but not limited to trademark rights, copyrights, moral rights and publicity rights of any third party.

(d) The Artist possess all rights necessary for the reproduction, distribution, transmission, public performance, sale, public display, and other exploitation of the materials by company, and/or our affiliates, including but not limited to the right to reproduce, distribute, sell and publicly perform any sound recording, video and/or musical composition included in the materials in any and all media.

(e) The materials are not pornographic, obscene, libelous, defamatory, tortuous, or otherwise unlawful.

(f) All factual statements included in the materials or otherwise submitted by the Artist are accurate and not misleading.

(g) The Artist's have either complied and will continue to comply with the compulsory licensing provisions of the MPCS/PRS Alliance, or have paid and will continue to pay any and all licenses (including but not limited to compulsory, mechanical, internet, new media, and/or performance licenses and/or fees) for the performance, sale, manufacture, reproduction and/or distribution, including, without limitation, digital reproduction and/or digital distribution and/or digital broadcast and/or streaming over the internet or otherwise, of the materials in any and all forms and/or media.

(h) The Artist understands and agrees any and all materials in any and all forms and media will not be copy protected or watermarked; notwithstanding, it is and will be unlawful for any and all third party(ies) to make unauthorized copies and/or engage in unauthorized distribution of the materials.

(i) The Artist understands and agrees that it is the Artist's sole responsibility, at the Artist's sole cost and expense, to prevent the unauthorized duplication, reproduction and/or distribution of the materials.

(j) Neither the Artist, materials or the media violate any and all laws, including but not limited to the laws governing England & Wales. The Artist agrees to indemnify, defend, save and hold InnerCircleUniversal Ltd, and/or its affiliates harmless from, including but not limited to, any and all claims, suits, liabilities, damages, and expenses (including, without limitation, reasonable lawyer's fees and expenses) that are inconsistent with any and/or all representation(s), agreement(s), understanding(s), covenant(s) and/or warranty(ies) set forth in this agreement and/or that arise from the Artist's breach of any and/or all representation(s), agreement(s), understanding(s), covenant(s) and/or warranty(ies) set forth in this agreement. 

10) Restrictions.

The Artist agrees that the Artist will not submit materials that are unlawful, pornographic, libelous, defamatory, tortuous, obscene, or racially, ethnically or otherwise objectionable, or that otherwise violate general InnerCircleUniversal Ltd community standards. Company expressly reserve the right to remove or not make available any materials in any and all media that company deem to be in violation of this agreement, applicable laws or our community standards in our sole discretion. The Artist agrees that the Artist's will not upload, post, e-mail or otherwise transmit materials to us and/or our affiliates that contain software viruses or any other computer code, files, or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment. 

11) No Obligation.

Although company has the right to include the Artist's materials in the service or in any media at any time, company do not have the obligation to offer them for sale or display them at our website beyond the first year of service. Company may, in our sole discretion, archive the material and offer it again for sale at any time. The Artist's may pay an annual fee, which is to be determined, to insure that the Artist's materials are not archived, but displayed and offered for sale after the first year of service. After the first year of service, company may archive, remove or suspend the materials in any and all media from the service without terminating this agreement, which shall remain in full force and effect. 

12) InnerCircleUniversal Ltd's Intellectual Property.

Without our prior written consent, the Artist may not use our intellectual property, including, without limitation, our trademarks, trade names, trade dress, or copyrighted material, in any manner. 

13) Waiver.

TO THE FULLEST EXTENT ALLOWED BY LAW, INNERCIRCLEUNIVERSAL LTD AND/OR IT'S AFFILIATES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO SUCH DAMAGES ARISING FROM BREACH OF CONTRACT OR WARRANTY OR FROM NEGLIGENCE OR STRICT LIABILITY) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF COMPANY HAVE BEEN ADVISED OF (OR KNEW OR SHOULD KNOWN OF) THE POSSIBILITY OF SUCH DAMAGES. 

14) Disclaimer.

TO THE FULLEST EXTENT ALLOWED BY LAW, COMPANY AND/OR IT'S AFFILIATES WILL PROVIDE THE SERVICE "AS IS", WITHOUT WARRANTY OF ANY KIND. COMPANY DOES NOT MAKE, AND HEREBY DISCLAIM, ANY REPRESENTATIONS OR WARRANTIES REGARDING OUR SITE AND THE PRODUCTS AND/OR SERVICES OFFERED THROUGH OUR SITE OR ANY PORTION THEREOF, EXPRESS, IMPLIED OR STATUTORY, INCLUDING (WITHOUT LIMITATION) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OF THIRD PARTY RIGHTS. 

15) Miscellaneous.

This agreement is InnerCircleUniversal Ltd's entire understanding and all prior understandings, representations, negotiations, and/or agreements, if any, are merged herein. Any changes to this agreement must be in writing and signed by the party to be charged. If any provision of this agreement is declared invalid by any tribunal, then such provision shall be deemed automatically adjusted to conform to the requirements for validity as declared at such time and, as so adjusted, shall be deemed a provision of this agreement as though originally included herein. In the event that the provision invalidated is of such a nature that it cannot be so adjusted, the provision shall be deemed deleted from this agreement as though the provision had never been included herein. In either case, the remaining provisions of this agreement shall remain in full force and effect. The laws of England & Wales govern this agreement. The prevailing party in any litigation concerning this agreement shall be entitled to a reasonable lawyer's fee together with costs and any other relief a court of competent jurisdiction may award. Company reserve the right to reject, for any reason whatsoever, unsuitable and/or unprofitable MP3 single downloads. The Artist's may not assign the Artist's rights nor delegate the Artist's duties under this agreement, by operation of law or otherwise, without our prior written consent, which may be unreasonably withheld. Company may assign this agreement and/or delegate our duties under this agreement without the Artist's consent. This agreement will be binding on and be enforceable against the Artist's by our respective successors and assigns. Our failure to enforce the Artist's strict performance of any provision of this agreement will not constitute a waiver of our right to enforce such provision or any other provision of this agreement subsequently. The parties agree there shall be no interpretation, rule, law and/or presumption applied to this agreement requiring construction of any and all ambiguities that may be contained herein against the maker or drafter. Paragraph headings are for convenience only and are not intended to expand or restrict the scope or substance of the provisions of this agreement. Wherever used herein, the singular shall include the plural, the plural shall include the singular, and pronouns shall be read as masculine, feminine or neuter as the context requires. Any notice given under this agreement must be in writing and sent by certified or registered mail. The Artist agrees, warrant and represent that the Artist will execute and furnish to us any and all further documents that company, in our sole discretion, need to effectuate or enforce any of the provisions herein. By ticking the buy box for this item, the Distribution Agreement MP3 Single at http://www.ice-pr.com/products/weseeyou/single, selecting the "add to cart" button, and completing the credit card transaction, the artist will have accepted any and all terms and conditions listed above and this Agreement shall become enforceable.

InnerCircleUniversal Ltd.

Jason Price & Tim Russell

Managing Directors.

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Welcome to InnerCircleUniversal Ltd. The Artist must enter into this Physical Distribution Agreement (referred to hereinafter as the "agreement") if the Artist wants to submit, including but not limited to, Compact Discs (hereinafter "CDs"), Music, Media (as hereinafter defined below in paragraph 3(c) ), Materials (as hereinafter defined below in paragraph 3(b) ), and any and all other content (hereinafter referred to jointly and severally as the "works") to InnerCircleUniversal Ltd's Physical Distribution Agreement Service (the "Service"). As used in this Agreement, "the company," or "InnerCircleUniversal Records," means InnerCircleUniversal Ltd and/or its affiliates.

"Artist" means the individual and/or entity submitting, including but not limited to, CDs, Music, Media, Materials and/or other content to InnerCircleUniversal Ltd. Any individual or entity that wants to use the service must accept the terms of this agreement without change. By adding this item to the Artist shopping cart, and completing the credit card transaction, the Artist will have fully AGREED TO THIS COOPERATIVE DISTRIBUTION AGREEMENT. Whether the Artist complete this transaction online, or pay for it by check, the company needs the Artist to print out the LAST PAGE of this Agreement, sign and date it, and fill in the blanks for the information requested

a) The Artist Name, Address, Phone Number, Fax & Email.

b) Title.

c) CD Price.

d) Download Price.

Then send the fully completed LAST PAGE of this Agreement to us together with 10 hard copies of the Artist's Works (i.e. 10 CDs) together with the Artist's cheque (if the Artist is not paying for the Service online).

The initial cost for the Service is £100 plus VAT (£117.50 inclusive of VAT).

If the Artist is submitting a "Music CD Single" (which is defined as a CD containing 2 or less music tracks and less than ten minutes total playing time), the initial cost for the Service is only £30.00 plus VAT (£35.25 inclusive of VAT).

The artist agrees to promptly furnish us, at the Artist's sole cost and expense, with sufficient hard copies of the Artist works, (i.e. the Artist Ôs CDs) as the company feels are necessary to cover anticipated demand.  Subject to any and all terms of this agreement, the company will offer for sale and fulfill orders for hard copies and INSTANT DIGITAL DOWNLOAD of the Artist Works. The company will provide secure credit card processing for all transactions. The company will promote the Artist works on the ice-pr.com website, by including, but not limited to, a preview, a description and a picture the Artist Works (i.e. the CD cover) for a minimum of one year. 

Subject to any and all terms of this Agreement, and, more specifically, paragraph eight (8) below, the company will generally pay the Artist seventy (70%) percent of any reasonable selling price that the Artist set as the Artist sole remuneration (the Artist "royalty"). It is understood and agreed the company will charge the buyer our reasonable shipping and handling charges together with the applicable taxes. The shipping and handling charges together with the VAT will not be included in the calculation of the Artist compensation.  The company will pay the Artist one month after our Merchant account provider and bank have advised that the buyers' funds have cleared our accounts and the sales are final. This deal is NON-EXCLUSIVE. The Artist is free to market the Artist's works elsewhere. After one year of promotion, the company may archive, remove and/or suspend the Artist's works from the service without terminating this agreement, which shall remain in full force and effect. 

TERMS AND CONDITIONS: 

1) Covenant.

Both Artist and the company acknowledge that the foregoing testaments incorporated herein are true and correct, and agreed to by both parties. 

2) Eligibility.

The Artist may only submit materials, as defined below, to the service for which the Artist own and/or control all intellectual property rights. In other words, if the Artist submits a song to us, the Artist must either own all the rights in the sound recording (including rights in the performance embodied in the sound recording) and the musical composition (the music and words) or have the express written authorization of the person who does own those rights. For example, if the Artist has recorded a song written by another individual, the Artist may not submit it to us without the composer's written permission. Similarly, the Artist must have all rights, including without limitation, all copyrights, trademark rights and publicity rights of third parties, to any and all materials that the Artist submit to the service. Further, the service is limited to parties that lawfully can enter into and form contracts under applicable law. Minors may not submit materials to the service. 

3) Definitions. As used in this agreement.

(a) "Affiliates" means any entity controlled by, in control of, or under common control with InnerCircleUniversal Ltd

(b) "Materials" means any and all content that the artist submit to InnerCircleUniversal Ltd, including, but not limited to, any and all sound recordings, musical compositions, lyrics, photographs, illustrations, graphics, text, computer programs and video.

(c) "Media" means any means of conveying information, including, without limitation, the Internet, Digital Files, Downloadable Files, Compact Disc ("CD"), DVD, MiniDisc or other portable media, Television, Film, Broadband, and/or Radio, whether now known or hereafter devised. 

4) License Grant for Materials.

The Artist hereby grants to InnerCircleUniversal Ltd, and/or its affiliates a non exclusive, irrevocable, worldwide, perpetual license to:

(a) Reproduce, distribute, transmit, publicly perform, sell, and publicly display the Materials, in whole or in part, in any manner and Media.

(b) Create samples of the materials, including, without limitation, any and all sound recordings, musical compositions, lyrics, photographs, illustrations, graphics, text, computer programs, and video that are included in or with the Materials, and reproduce, distribute, transmit, sell, and publicly perform such samples, in any manner and Media.

(c) Create compilations that contain the Materials, including but not limited to any and/or all sound recordings, musical compositions, lyrics, photographs, illustrations, graphics, text, computer programs, and video that are included therein, and to reproduce, distribute, transmit, sell and publicly perform such compilations, in any manner and media.

(d) Encode or otherwise convert the materials into such formats, such sizes and in any Media as may be required by InnerCircleUniversal Ltd, and/or its affiliates to carry out the service. 

5) License for Trademarks and Likenesses.

The Artist hereby grants to InnerCircleUniversal Ltd and/or its affiliates a non-exclusive, irrevocable, worldwide, perpetual license to use all trademarks, trade names, and the names and likenesses of any individuals that appear in the materials. The company will use these marks, names and likenesses only in connection with the service and the materials. 

6) Third Parties Acting on Our Behalf.

The licenses that the Artist is hereby granting extend to InnerCircleUniversal Ltd and/or its affiliates, and/or to any individual or entity designated or otherwise engaged by InnerCircleUniversal Ltd, and/or its affiliates, to the extent such individual or entity is acting on companies &/or any affiliate's behalf. 

7) The Artist Commitment to Supply the Media Containing the Materials (i.e. the CDs) and Obtain and/or Pay for Licensing.

The Artist agrees to furnish us with ten hard copies of the Artists media containing the materials (i.e. 10 CDs), cases and covers to start, and will continue to furnish Company with sufficient hard copies as the company, in our sole discretion, deem are necessary to fulfill anticipated demand. The Artist bears the entire cost and responsibility of furnishing us with the Artist materials on media suitable for sale. In the event the artist cannot meet demand, and/or fail to promptly send us the hard copies of the media containing the materials (i.e. the CDs) for any reason, and/or fail to obtain any and all licensing for the material(s) in any and/or all media (including but not limited to compulsory, mechanical, internet, new media, and/or performance licenses and/or fees), the company, at our sole and exclusive option and at the Artist sole and exclusive expense, may obtain any and all licensing that the company deem, in our sole discretion, is necessary to fully enjoy the grant of the licenses contained within this agreement, and, use the Artist materials and media as a master or masters, and make copies thereof in any and all media which will be deemed to be licensed to us pursuant to the terms contained in paragraphs 4, 5, and 6 of this agreement, and more generally, pursuant to all terms contained in this agreement, which shall remain in full force and effect.

8) The Artist Royalty, Our Right to Reduce The Artist Price, and Our Monthly Membership Plan.

Generally, the company will pay the artist seventy (70%) percent of the selling price the artist set for the Artist works as the Artist sole remuneration (the Artist "royalty") for each sale thereof. The company may reduce the Artist selling price to the lowest price advertised anywhere. The company may adjust the Artist selling price if it is unreasonable. The company may give a reasonable discount to any customer who purchases greater than £25.00 at any one time, and/or becomes a registered member of our community. In the event the company do reduce, adjust and/or discount the Artist selling price, the Artist royalty shall be seventy (70%) percent of the reduced, adjusted and/or discounted price. The company may offer membership plan(s) allowing unlimited downloads of any and all Works for a reasonable monthly membership fee, in which event, the Artist will not receive a "royalty" based upon the selling price that the Artist set for any and all Works downloaded pursuant to our monthly membership plan(s), but, instead, for those downloads the artist SHALL receive twenty-five percent (25%) of the price, which the company, in our sole discretion, set and actually receive for the monthly membership plan(s) (prorated monthly), times a fraction, of which the numerator will be the number of files containing the Artist works downloaded pursuant to the monthly membership plan(s) for the month, and of which the denominator will be the total number of files downloaded pursuant to the monthly membership plan(s) for the month. Notwithstanding anything to the contrary contained herein, with respect to compilations, in any and all media, embodying the Artist work(s), together with those of others, the price, which the company in our sole discretion will set for the compilation, shall first be reduced by any and all expenses and/or costs (including without limitation, recording, production, manufacturing, licensing, packaging, and media) the company incur, or will incur, with respect to same on a prorated basis, and the Artist royalty shall be twenty-five percent (25%) of the net price (after deduction of the foregoing expenses and costs) times a fraction, of which the numerator will be the number of files of the Artist work(s) contained in the compilation, and of which the denominator will be the total number of files contained in the compilation. It is understood and agreed that for any and all sales whatsoever, the company will charge the buyer our reasonable shipping and handling charges together with the applicable taxes. The shipping and handling charges together with the applicable taxes will not be included in the calculation of the Artist's royalty and/or compensation for our monthly membership plan(s). The Artist royalty together with the Artist compensation for our monthly membership plan(s) shall be the Artist sole remuneration under this Agreement.

9) Representations, Warranties and Indemnities.

The Artist represents and warrant to InnerCircleUniversal Ltd and/or its affiliates, and/or assigns, that:

(a) Artist has the right and authority necessary to enter into this agreement, to fully perform the Artist obligations hereunder, and to grant the licenses set forth in Paragraphs 4, 5, and 6 above.

(b) The Artist will comply fully with all terms of this agreement.

(c) The Materials submitted to us by the artist, do not and will not violate, misappropriate or infringe any intellectual property right, including but not limited to trademark rights, copyrights, moral rights and publicity rights of any third party.

(d) The Artist possess all rights necessary for the reproduction, distribution, transmission, public performance, sale, public display, and other exploitation of the Materials by us, our Affiliates, and/or assigns, including but not limited to the right to reproduce, distribute, sell and publicly perform any sound recording, video and/or musical composition included in the Materials in any and all Media.

(e) The Materials are not pornographic, obscene, libelous, defamatory, tortuous, or otherwise unlawful.

(f) All factual statements included in the Materials or otherwise submitted by the Artist are accurate and not misleading.

(g) The Artist have either complied and will continue to comply with the compulsory licensing provisions set out by the MCPS/PRS Alliance, or have paid and will continue to pay any and all licenses (including but not limited to compulsory, mechanical, internet, new media, and/or performance licenses and/or fees) for the performance, sale, manufacture, reproduction and/or distribution, including, without limitation, digital reproduction and/or digital distribution and/or digital broadcast and/or streaming over the internet or otherwise, of the Materials in any and all forms and/or media.

(h) The Artist understands and agrees any and all materials in any and all forms and media will not be copy protected or watermarked; notwithstanding, it is and will be unlawful for any and all third parties to make unauthorized copies and/or engage in unauthorised distribution of the materials.

(i) The Artist understands and agrees that it is the Artists sole responsibility, and the Artist's sole cost and expense, to prevent the unauthorised duplication, reproduction and/or distribution of the Materials.

(j) The Artist, materials, nor media violate any and all laws, including but not limited to those governing England & Wales. The Artist agrees to indemnify, defend, save and hold InnerCircleUniversal Ltd, and/or its affiliates harmless from, including but not limited to, any and all claims, suits, liabilities, damages, and expenses (including, without limitation, reasonable lawyer's fees and expenses) that are inconsistent with any and/or all representations, agreements, understandings, covenants and/or warranties set forth in this agreement and/or that arise from the Artist breach of any and/or all representations, agreements, understandings, covenants and/or warranties set forth in this agreement. 

10) Restrictions.

The Artist agrees that the Artist will not submit materials that are unlawful, pornographic, libelous, defamatory, tortuous, obscene, or racially, ethnically or otherwise objectionable, or that otherwise violate general InnerCircleUniversal Ltd. community standards. The company expressly reserves the right to remove or not make available any materials in any and all media that the company deems to be in violation of this agreement, applicable laws or our community standards in our sole discretion. The Artist agrees that the Artist will not upload, post, e-mail or otherwise transmit materials to us and/or our affiliates that contain software viruses or any other computer code, files, or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment. 

11) No Obligation.

Although the company has the right to include the Artist's materials in the service or in any Media at any time, the company does not have the obligation to offer them for sale or display beyond the first year of service. The company may, in our sole discretion, archive the material and offer it again for sale at any time. The Artist may pay an annual fee, which is to be determined, to insure that the Artist's materials are not archived, but displayed and offered for sale after the first year of service. After the first year of service, the company may archive, remove or suspend the materials in any and all media from the service without terminating this agreement, which shall remain in full force and effect. 

12) InnerCircleUniversal Ltd Intellectual Property.

Without our prior written consent, the artist may not use our intellectual property, including, without limitation, our trademarks, trade names, trade dress, or copyrighted material, in any manner. 

13) Waiver.

TO THE FULLEST EXTENT ALLOWED BY LAW, INNERCIRCLEUNIVERSAL RECORDS, LTD AND/OR ITS AFFILIATES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO SUCH DAMAGES ARISING FROM BREACH OF CONTRACT OR WARRANTY OR FROM NEGLIGENCE OR STRICT LIABILITY) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF THE COMPANY HAVE BEEN ADVISED OF (OR KNEW OR SHOULD KNOWN OF) THE POSSIBILITY OF SUCH DAMAGES. 

14) Disclaimer.

TO THE FULLEST EXTENT ALLOWED BY LAW, THE COMPANY PROVIDE THE SERVICE "AS IS", WITHOUT WARRANTY OF ANY KIND. THE COMPANY DO NOT MAKE, AND HEREBY DISCLAIM, ANY REPRESENTATIONS OR WARRANTIES REGARDING OUR SITE AND THE PRODUCTS AND/OR SERVICES OFFERED THROUGH OUR SITE OR ANY PORTION THEREOF, EXPRESS, IMPLIED OR STATUTORY, INCLUDING (WITHOUT LIMITATION) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON INFRINGEMENT OF THIRD PARTY RIGHTS. 

15) Miscellaneous.

This agreement is our entire understanding and all prior understandings, representations, negotiations, and/or agreements, if any, are merged herein. Any changes to this agreement must be in writing and signed by the party to be charged. If any provision of this agreement is declared invalid by any tribunal, then such provision shall be deemed automatically adjusted to conform to the requirements for validity as declared at such time and, as so adjusted, shall be deemed a provision of this agreement as though originally included herein. In the event that the provision invalidated is of such a nature that it cannot be so adjusted, the provision shall be deemed deleted from this agreement as though the provision had never been included herein. In either case, the remaining provisions of this agreement shall remain in full force and effect. The laws of England & Wales govern this agreement. The prevailing party in any litigation concerning this agreement shall be entitled to a reasonable lawyer's fee together with costs and any other relief a court of competent jurisdiction may award. The company reserves the right to reject, for any reason whatsoever, unsuitable and/or unprofitable CDs. Artist may not assign rights nor delegate duties under this agreement, by operation of law or otherwise, without our prior written consent, which may be unreasonably withheld. The company may assign this agreement and/or delegate our duties under this agreement without the Artists consent. This agreement will be binding and enforceable against the artist by our respective successors. The companies' failure to enforce the Artists strict performance of any provision of this agreement will not constitute a waiver of our right to enforce such provision or any other provision of this agreement subsequently. The parties agree there shall be no interpretation, rule, law and/or presumption applied to this agreement requiring construction of any and all ambiguities that may be contained herein against the maker or drafter. Paragraph headings are for convenience only and are not intended to expand or restrict the scope or substance of the provisions of this agreement. Wherever used herein, the singular shall include the plural, the plural shall include the singular, and pronouns shall be read as masculine, feminine or neuter as the context requires. Any notice given under this agreement must be in writing and sent by certified or registered mail. Artist agrees, warrants and represents that Artist will execute and furnish to us any and all further documents that the company, in our sole discretion, need to effectuate or enforce any of the provisions herein. By checking the box for the item "Cooperative Distribution Agreement" or the "Distribution Agreement - CD Single" at:

http://www.ice-pr.com/products/weseeyou/physical, selecting the "add to cart" button, and completing the credit card transaction, the artist will have accepted any and all terms and conditions listed above. This agreement may be signed in more than one counterpart, in which case each counterpart shall constitute an original of this agreement. A mailed signed copy of this agreement, and/or a faxed signed copy of this agreement, or the delivery to us, via mail, fax, or any and all other forms of delivery, of just the signed and dated LAST PAGE of this agreement, or a copy thereof, shall have the same force and effect as if the Artist had signed the entire original INNERCIRCLEUNIVERSAL LTD PHYSICAL DISTRIBUTION AGREEMENT. Any and/or all of the foregoing shall show the Artist acceptance and agreement to any and all terms and conditions of this INNERCIRCLEUNIVERSAL LTD PHYSICAL DISTRIBUTION AGREEMENT.

LAST PAGE of InnerCircleUniversal Ltd's NON-EXCLUSIVE PHYSICAL DISTRIBUTION AGREEMENT located at: http://www.ice-pr.com/files/download/icu_distribution_agreement_physical.pdf.