Terms

Usage & Licensing Conditions

1. Subject Matter

1.1 The services available at "https://youtunez.com" (hereafter "Website") are an offer of YouTunez.com Music Ltd. & 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 and product information (hereafter "Releases") provided by the user, to the download, streaming, social media services and other online services connected with YouTunez (hereafter "Portals") for the purpose of commercial exploitation on the user's behalf (hereafter "Digital Distribution").

2. Registration

2.1 In order to use the services of YouTunez it is necessary to set up (hereafter "Registration") a free user profile (hereafter "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 account in case of any changes.

2.3 Upon registration the user will choose a password for access (hereafter "Login") to his 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 account. If the user does not provide a valid VAT ID, YouTunez will make payments of credits (see below) 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 block the user account. The user cannot rule out the suspicion within a period of 10 work days (e.g. by transmitting a copy of his ID card). The period starts when YouTunez notifies the user of the suspicion. If the user cannot rule out the suspicion within this period, YouTunez is entitled to permanently block or delete the user account and keep any current or later accruing credit.

3. Scope of Services

3.1 Several service packages (hereafter "Flatrates") are made available to the user. The Pricing can be found on the website. Each flatrate consists of a certain number of releases 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 releases available for the current contractual year in his account. Unused releases expire at the end of the contractual year.

3.2 Each release is combined to a virtual audio product that contains 1-25 tracks in the form of audio files (hereafter "Tracks"), an image file (hereafter "Cover Picture"), and the according product information (hereafter "Product Information"). As a contractual product, each release constitutes a technical, economic and legal unity.

3.3 Before the transmission of releases, the user is obligated to observe and comply with the rules, and upload guidelines for releases at Frequently Asked Questions (FAQ). Already paid flatrate fees will not be refunded if the user fails to comply with the given guidelines and because of that YouTunez is unable to distribute the releases of the user.

3.4 The decision whether the portals are publishing the releases of the user lies solely with the corresponding portals. Therefore, YouTunez is not in charge for publishing the releases, but only for their transmission to the portals. YouTunez reserves the right to change the list of connected portals at any time.

3.5 If the user requires more releases 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 releases are thereby incorporated into the new flatrate contract at no cost. Unused releases associated with the old flatrate contract expire in the case of an upgrade. A downgrade to a flatrate of lower value is excluded.

3.6 The user has the opportunity to subsequently modify the cover picture and/or product information of releases that have already been published (hereafter "Data Revision"). A data revision costs 10 € incl. VAT. YouTunez will promptly forward the request for data revision to the portals. However, YouTunez has no influence on the actual date and correct implementation of the data revision.

3.7 The user can have his releases deleted from the portals at any time and free of cost, thereby terminating the digital distribution of the respective releases (hereafter "Release Deletion"). Release deletions do not have any influence on the existing flatrate contract. YouTunez will promptly forward the request for deletion to the portals. However, YouTunez has no influence on the actual date of the complete release deletion.

3.8 During the course of the contract the user is permitted to use the electronic tools for promotion and marketing of releases 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 utilization of the promo tools, then 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 releases contained in the chosen flatrate will be made available after the receipt of payment by YouTunez.

4. Fees, Credit and Payout

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 portals to YouTunez in his account. The sales data is provided without guarantee and is subject to corrections by the portals. The user acknowledges that YouTunez cannot investigate the correctness of the sales data provided by the portals. If the user has reason to believe that the sales data is incorrect, he has to directly contact the respective portal.

4.3 The user receives 100% of the sales revenue (hereafter "Revenue"). The revenue is the money that YouTunez receives for the downloads and streams of the releases of the user, which means the sales price minus the portal share, aggregator commission, 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 pending 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 account to a German bank 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 block access to 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 digitally by email to the email address provided in the account.

5. Duration and Termination

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 terminated by the user in the account (hereafter "Termination") before the date of contract renewal.

5.2 Termination is possible at any time without giving reasons or compliance with a termination period. However, the contract period ends – even in case of an effective termination by the user – only after all open flatrate fees or other pending claims of YouTunez against the user have been completely settled.

5.3 A proportional calculation or reimbursement of flatrate fees due to termination during the contract period is excluded even when the contract was renewed recently before the termination.

5.4 At the end of the contract period, YouTunez will request the portals to delete all releases of the user (hereafter "Release Deletion"). However, YouTunez has no influence on the actual date of the complete release 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 account completely deleted (hereafter "Account Deletion") any current or later accruing credit of the user will revert to YouTunez. An account deletion is only possible after all open flatrate fees or other pending 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 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 account for the reactivation of the account (e.g. by signing into the account or contacting YouTunez) within a period of 10 work days, and is entitled to completely delete the account if the period expires without reactivation. In this case, any current or later accruing credit of the user will revert to YouTunez.

6. Granting of Rights

6.1 With the transmission of releases to YouTunez (hereafter "Upload"), the user agrees to their publication on all existing and future portals 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 releases 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 releases (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 portals or other exploitation partners.

6.2 The user grants YouTunez an exclusive digital distribution right for the uploaded releases. The user thereby guarantees that the releases will not be distributed by a service provider comparable to YouTunez or directly to a portal connected with YouTunez during the contract period (so-called "title exclusivity").

6.3 YouTunez has the right to edit and process releases 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 releases at his own responsibility in any another fashion, e.g. as CD, LP, on other physical recording media, as well as on YouTube, SoundCloud, or as direct download on his 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 portals.

6.6 YouTunez is entitled to use the releases of the user in own advertising efforts of all kinds free of charge (especially in print and online ads, spots or social media campaigns).

7. Guarantees and Liability

7.1 The user guarantees that all rights granted under this contract are comprehensive, i.e. that the releases 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, 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 graphic designers, photographers, producers, musicians, labels, etc.) in the context of the production of his release, 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.

7.3 The user is prohibited from distributing releases through YouTunez containing content that is pornographic, glorifying violence, racist, discriminatory, defamatory or in any other way illegal. Releases containing lyrics that are potentially morally harmful (but legal) have to be marked with the label "explicit lyrics" in the product information.

7.4 If claims should be brought against YouTunez based on the violation of third party rights and/or YouTunez has reasons for suspecting a breach of law and/or fraudulent behaviour by the user (hereafter "Rights Violation"), YouTunez will inform the user by email of the rights violation and request a clarification thereof within a period of 2 work 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 releases from the portals. 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 releases immediately and without further consultation of the user.

7.5 If the user cannot rule out a rights violation (see paragraph 7.4) within a period of 10 work 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 releases of the user and to permanently block or delete the user account. This applies also for multiple and/or repeated rights violations. Furthermore, YouTunez reserves the right to charge an administration fee of 50 € incl. VAT per song/track where verifiable rights violations or fraudulent behaviour have occurred.

7.6 YouTunez is not obligated to investigate the lawfulness of the releases 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. dunning fees) in a reasonable amount.

7.7 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. Miscellaneous

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 and also do not become a part of the contract 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 (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 provisions. Instead, the invalid provision is to be replaced by a valid provision 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 (apart from paragraph 8.6) are only effective if agreed upon in writing. Different verbal agreements to these terms do not exist.

9. Right of Withdrawal

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.com Music Ltd. & 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 January 21, 2019