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1.1 The services available at "https://youtunez.com" (hereafter "website") are an offer of YouTunez UG (haftungsbeschränkt) & Co. KG, Holsteinische Str. 32a, 12161 Berlin, Germany (hereafter "YouTunez").
1.2 The services offered by YouTunez consist of the electronic storage and transmission of audio files, image files (hereafter "cover pictures") and product information (hereafter altogether "music album") provided by the user, to the download, streaming, social media and other online services connected with YouTunez (hereafter "music services") for the purpose of commercial exploitation on the user's behalf (hereafter "online music distribution").
2.1 In order to use the services of YouTunez it is necessary to set up (hereafter "registration") a free profile (hereafter "user account"). Registration is limited to persons of legal age and/or companies (hereafter "user") and is restricted to one account per person/company.
2.2 The user guarantees that all data provided during the registration is correct and complete. The user is obligated to keep his data current and to promptly update the data in the user account in case of any changes.
2.3 Upon registration the user will choose a password for access (hereafter "login") to his user account. The user has to keep the password confidential and may not pass it on to third parties. As soon as the user has reason to suspect that unauthorized third parties know the password, the user has to change the password immediately.
2.4 If the user agrees to receive the newsletter during the registration, he will receive the newsletter until he notifies YouTunez that he no longer wishes to receive it (e.g. by clicking "unsubscribe").
2.5 If the user is subject to VAT, he has to include his VAT identification number (hereafter "VAT ID") in the user account. If the user does not provide a valid VAT ID, YouTunez will make payments of credits (see 4.5) VAT-free. A subsequent request for the VAT, that is to be transferred and/or has been transferred to tax authorities, for already paid credit is excluded.
2.6 If YouTunez has a reasonable suspicion that the user is engaged in fraudulent behaviour (e.g. in whole or in part incorrect personal/company data), YouTunez is entitled to immediately suspend the user account. The user can rule out the suspicion within a period of 14 days (e.g. by providing a copy of his ID card). The period starts when YouTunez notifies the user of the suspicion. If the user can not rule out the suspicion within this period, YouTunez is entitled to permanently suspend or delete the user account and keep any current or later accruing credit (see 4.4).
3.1 Several service packages (hereafter "Flatrates") are offered to the user. Their pricing can be found on the website. Each flatrate consists of a certain number of music albums that are available to the user within each contractual year. The user can see the date of the next contract extension as well as the number of music albums available for the current contractual year in his user account. Unused music albums expire at the end of the contractual year.
3.2 Each music album can contain 1-25 songs in the form of audio files (hereafter "songs"), the image file (hereafter "cover picture"), and the according product information and is combined to a virtual audio product. As a contractual product, each music album constitutes a technical, economic, and legal unity.
3.3 Before the transmission of music albums, the user is obligated to observe and comply with the rules and upload guidelines for music albums at questions about music distribution. Already paid flatrate fees will not be refunded if the user fails to comply with the given guidelines and therefore YouTunez is unable to distribute the music albums of the user.
3.4 The decision whether the music services are publishing the music albums of the user lies solely with the corresponding music services. Therefore, YouTunez is not in charge for publishing the music albums, but only for the transmission to the music services. YouTunez reserves the right to change the list of connected music services at any time.
3.5 If the user requires more music albums than available in the chosen flatrate during the current contract period, he has the opportunity to expand the flatrate contract (hereafter "upgrade"). An upgrade is possible at any time to a flatrate of higher value. An upgrade involves entering into a new flatrate contract that replaces the existing flatrate contract. Already existing music albums are thereby incorporated into the new flatrate contract at no cost. Unused music albums associated with the old flatrate contract expire in the case of an upgrade. Already paid flatrate fees will not be offset in case of an upgrade. A downgrade to a flatrate of lower value is not possible.
3.6 The user has the opportunity to modify the cover picture and/or product information of music albums that have already been published (hereafter "data revision"). The current pricing for a data revision can be found on the website. YouTunez will promptly forward the request for data revision to the music services. However, YouTunez has no influence on the actual date and correct implementation of the data revision.
3.7 The user can have his music albums deleted from the music services at any time and free of cost, thereby terminating the online music distribution of the respective music albums (hereafter "deletion"). Deletions do not have any influence on the existing flatrate contract. YouTunez will promptly forward the request for deletion to the music services. However, YouTunez has no influence on the actual date of the complete deletion.
3.8 During the course of the contract the user is permitted to use the electronic tools for promotion and marketing of his music albums that are made available by YouTunez in a non-binding fashion (hereafter "promo tools"). There is no claim to be able to utilize the promo tools. YouTunez does not guarantee that the promo tools will function correctly or lead to the sales success sought by the user. The user is hereby expressly informed that he alone is fully responsible for the use of promo tools and the exploitation activities associated therewith. Should YouTunez be made subject to third-party claims based on the user's utilisation of the promo tools, the user has to discharge YouTunez from all liability and to fully indemnify YouTunez.
3.9 By clicking on the button "buy now" the user places a binding order for the chosen services. The confirmation of the order takes place directly upon receipt by means of a confirmation email. The sending of the confirmation email concludes the contract for the ordered services. The music albums contained in the chosen flatrate will be made available after the receipt of payment.
4.1 The prices for service packages (hereafter "flatrate fees") can be found on the website at pricing. All prices are incl. VAT.
4.2 The user can view his sales numbers and settlements (hereafter "sales data") that have been transmitted by the music services to YouTunez in his user account. The sales data is provided without guarantee and is subject to corrections by the music services. The user acknowledges that YouTunez cannot investigate the correctness of the sales data provided by the music services. If the user has reason to believe that the sales data is incorrect, he has to directly contact the respective music service.
4.3 The user receives 100% of the sales revenue (hereafter "revenue"). The revenue is the amount of money that YouTunez receives for the downloads and streams of the music albums of the user, which equals the sales price less the music service and aggregator fees, taxes, copyright fees, and other necessary or mandatory expenses and charges.
4.4 The revenue will be credited to the user account after the deduction of any open flatrate fees and/or other claims of YouTunez against the user (hereafter "credit").
4.5 As soon as the credit reaches the minimum amount of 30.- € the user can request the payout of his credit in his user account to a German bank account or international PayPal account (hereafter "payout"). The payout will take place within 60 days after the payout request.
4.6 Invoices from YouTunez to the user are to be paid immediately with one of the payment methods offered by YouTunez, at the latest 14 days after receiving the invoice or payment request.
4.7 If the user fails to pay on time, or if due payments are charged back, YouTunez is entitled to suspend the user account until all payments have been settled (if applicable incl. chargeback and dunning fees). Furthermore, YouTunez reserves the right to permanently delete the user account and keep any current or later accruing credit in case the user fails to pay within a period of 60 days after the receipt (per email) of the invoice or payment request.
4.8 The user agrees to receive all invoices and credits from YouTunez exclusively by email to the email address provided in the user account.
5.1 The flatrate contract between YouTunez and the user is concluded initially for the period of one year (hereafter "contract period"). The flatrate contract is automatically extended by another year if it has not been canceled by the user in the user account (hereafter "cancelation") before the date of contract renewal.
5.2 Cancelation is possible at any time without giving reasons or compliance with a cancelation period. However, the contract period ends – even in case of an effective termination by the user – only after all open flatrate fees and/or other claims of YouTunez against the user have been completely settled.
5.3 A proportional calculation or reimbursement of flatrate fees due to a cancelation during the contract period is excluded, even when the contract was renewed recently before the cancelation.
5.4 At the end of the contract period, YouTunez will request the music services to delete all music albums of the user (hereafter "deletion"). However, YouTunez has no influence on the actual date of the complete deletion.
5.5 The user account as well as access to the sales data and credit remain accessible to the user free of cost even after the end of the contract.
5.6 If the user expressly wishes to have his user account completely deleted (hereafter "user account deletion") any current or later accruing credit of the user will revert to YouTunez. A user account deletion is only possible after all open flatrate fees and/or other claims of YouTunez against the user have been completely settled.
5.7 If the user does not have an active flatrate, does not login into his user account, or otherwise does not contact YouTunez for a period of 2 years, the user account will be deemed inactive. YouTunez can ask the user of the inactive user account for the reactivation (e.g. by signing into the user account or contacting YouTunez) within a period of 14 days, and is entitled to completely delete the user account if the period expires without reactivation. In this case, any current or later accruing credit of the user will revert to YouTunez.
6.1 With the transmission of music albums to YouTunez (hereafter "upload"), the user agrees to their publication on all existing and future music services connected with YouTunez. To this purpose the user grants YouTunez an exclusive and geographically unrestricted license to reproduction, the making publicly accessible of, and/or the broadcasting as well as other digital distribution and fee-based exploitation of the music albums in all prevalent electronic configurations and formats by means of all distribution channels and processes available either now or in the future for the duration of the contract period for all existing rights to the music albums (especially copyright, protective rights of title, and ancillary copyright). In addition, YouTunez is entitled to assign the rights granted by the user in whole or in part to third parties, such as the delivered music services or other exploitation partners.
6.2 The user grants YouTunez an exclusive digital distribution right for the uploaded music albums. The user thereby guarantees that the music albums will not be distributed by a service provider comparable to YouTunez or directly to a music service connected with YouTunez during the contract period (so-called "title exclusivity").
6.3 YouTunez has the right to edit and process music albums of the user or to have them edited or processed by third parties in order to deliver the contractual services.
6.4 During the contract period the user has the right to exploit or utilize his music albums at his own responsibility in any another fashion, e.g. as CD, LP, on other physical recording media, as well as on YouTube, or as direct download or stream on an own website.
6.5 The user grants YouTunez the right to adjust the digital rights management specifications (DRM), and thereby the extent of the rights granted to the end customer, according to the standards of the music services.
6.6 YouTunez is entitled to use the music albums of the user free of charge in own advertisements (e.g. on the website, in print and online ads, spots, or social media campaigns).
7.1 The user guarantees that all rights granted under this contract are comprehensive, i.e. that the music albums are free of any third party rights, especially copyright, protective rights of trademark, name, title, and ancillary copyright or other rights (hereafter "third party rights"), and/or that the user is entitled to grant these rights and that he is not prevented by other contracts in the fulfillment of his contractual duties with regard to YouTunez. The user expressly guarantees that he has not already granted the according rights to a third party (e.g. a producer, label, publisher, distributor) and he will not do so during the contract period with YouTunez.
7.2 If the user has incorporated third-party copyrighted works (e.g. compositions, lyrics, etc.) or third-party services (e.g. by producers, graphic designers, photographers, musicians, labels, etc.) in the context of the production of his music album, he guarantees that all necessary usage rights, permissions etc. have been effectively received from the corresponding rights’ owners. The user is responsible for the settlement and payment of any licensing fees or other compensation to the rights’ owners, and is to fully indemnify YouTunez from all third party claims resulting herefrom.
7.3 The user is prohibited from distributing music albums through YouTunez containing content that is insulting, harassing, dehumanising, inflammatory, pornographic, glorifying violence, racist, discriminatory, defamatory, or in any other way illegal. Music albums containing lyrics that are potentially morally harmful (but legal) have to be marked with the label "explicit lyrics" in the product information.
7.4 For the purpose of clarification, the user is informed that the following exemplary (but not exclusive) activities and/or types of music albums are a violation of these contractual terms and/or against statutory law:
7.5 If claims should be brought against YouTunez based on the violation of third party rights and/or YouTunez has reasons for suspecting a rights violation and/or fraudulent behaviour by the user, YouTunez will inform the user by email of the rights violation and request a clarification thereof within a period of 3 days. If the user fails to sufficiently rule out the allegation of a rights violation within this period, e.g. by transmission of licence contracts or other appropriate documents, YouTunez is entitled to delete the respective music albums from the music services. YouTunez is not obligated to investigate whether the claims are valid and/or to undertake a legal process for the clarification of the legal situation. If the rights violation is obvious, YouTunez is entitled to delete the respective music albums immediately and without further consultation of the user.
7.6 If the user can not rule out a rights violation (see paragraph 7.5) within a period of 14 days after he was notified by YouTunez, then YouTunez is entitled to withhold any present or future credit for the purpose of covering any costs of third-party claims due to the rights violation. If there are reasonable grounds to suspect the rights violation is related to a criminal offense, YouTunez has the right to immediately delete all music albums of the user and to permanently suspend or delete the user account. This applies especially for multiple and/or repeated rights violations. Furthermore, YouTunez reserves the right to charge a contractual penalty fee of 99.- € incl. VAT per song where verifiable rights violations or fraudulent behaviour have occurred. This does not exclude additional further compensation for damages that might have occurred to YouTunez by the rights violation of the user.
7.7 If YouTunez has reasonable grounds to suspect that the user might be involved in "streaming fraud" (see 7.4), YouTunez reserves the right to inform the music services about the suspicion. If a music service confirms this suspicion, or if the "streaming fraud" by the user is obvious, YouTunez has the right to immediately delete all music albums of the user and to permanently suspend or delete the user account. Furthermore, YouTunez is entitled to withhold any present or future credit for the purpose of covering any costs of third-party claims due to the "streaming fraud" and to reclaim all payouts that have been paid by YouTunez to the user. This does not exclude additional further compensation for damages that might have occurred to YouTunez by the "streaming fraud" of the user.
7.8 YouTunez is not obligated to investigate the lawfulness of the music albums of the user and/or their compliance with the contractual duties. The user is therefore liable for all damages, costs and expenses that incur YouTunez through an infringement of the duties arising out of these obligations. The user is to fully indemnify YouTunez (including its employees, representatives, shareholders and vicarious agents) from all third party claims resulting herefrom upon first request. This also includes any necessary legal and court costs (incl. chargeback and/or dunning fees) in a reasonable amount.
7.9 YouTunez is only liable to the user if YouTunez or its vicarious agents violate a material contractual duty (so-called "cardinal duty") or if damages are due to intentional acts on the part of YouTunez or its vicarious agents. This liability applies to all contractual and extra-contractual claims and is limited to damages that should have been foreseen by YouTunez at the time of contract conclusion. The liability based on mandatory statutory provisions remains unaffected hereby.
8.1 This contract does not establish a company or an employee relationship between YouTunez and the user.
8.2 The user is obligated to use the services of YouTunez exclusively in compliance with statutory law and these terms. Terms of the user that differ from these contractual terms are not accepted, even if the user notifies YouTunez thereof and YouTunez does not expressly object them.
8.3 The user grants YouTunez the authority to transfer or assign this contract to third parties or to allow third parties to carry out or exercise rights thereunder, including the rights and individual claims accruing to YouTunez under this contract, in whole or in part, including authorization to further assign.
8.4 For all legal relationships between YouTunez and the user the law of the Federal Republic of Germany applies. The place of jurisdiction and the place of performance is Berlin, Germany (to the extent permissible). In addition, YouTunez is also entitled to initiate court proceedings against the user at his general place of jurisdiction.
8.5 If one of these contractual provisions is or proves to be invalid, this does not affect the validity of the remaining terms. Instead, the invalid provisions is to be replaced by a valid term that corresponds to the meaning and purpose of this contract. The same applies to gaps in this contract.
8.6 The current contractual terms can be viewed at the website. YouTunez is entitled to change the contractual terms at any time and will notify the user by email thereof without further delay. The consent of the user to the corresponding changes of the contract is granted if the user does not object in writing to the changes within 30 days of receipt of the notification thereof. YouTunez will notify the user of the consequences of failure to object in the notice of changes.
8.7 Changes and supplements to these contractual terms are only effective if agreed upon in writing. Different verbal agreements to these terms do not exist.
Withdrawal Instructions
The user has the right to withdraw from this contract within 14 days without giving any reason. The withdrawal period starts when the contract is concluded. To exercise the right of withdrawal, the user must inform YouTunez – YouTunez UG (haftungsbeschränkt) & Co. KG, Holsteinische Str. 32a, 12161 Berlin, Germany – of his decision to withdraw from this contract by an unequivocal statement (e.g. by mail or email). The user may use the withdrawal form, which is not mandatory. It’s sufficient for the user to send the withdrawal before the withdrawal period has expired.
Withdrawal Effects
If the user withdraws from the contract during the withdrawal period, YouTunez has to reimburse all payments received by the user within 14 days from the day YouTunez is informed about the withdrawal. YouTunez will carry out the reimbursement using the same payment method as the initial transaction, unless YouTunez and the user have agreed otherwise. The user does not have to pay any payment fees as a result of the reimbursement. If the user has unequivocally demanded YouTunez to initiate the contractual services before the end of the withdrawal period, the user has to reimburse YouTunez for services that have already been rendered until the user's withdrawal has been sent to YouTunez.
Last update December 01, 2019