Terms and Conditions
Applicable to the business relationships between:
Customer (hereinafter also referred to as “PARTNER”):
and
Artist Service GmbH, Churerstrasse 135, 8808 Pfäffikon, Switzerland (hereinafter referred to as “PLATFORM)
Contractual object
PLATFORM provides a platform that specializes in music distribution, marketing and other related services. This contract defines the rights and obligations of PARTNER and PLATFORM.
PLATFORM will deliver PARTNER’s audio and audio-visual recordings (hereinafter “recordings”) to online shops and DSPs selected by PARTNER (see separate online shop and DSP list) and is responsible for the marketing of these recordings together with its partners on the basis of these Terms and Conditions.
The recordings within the meaning of these Terms and Conditions are audio recordings and audio-visual recordings (e.g. music videos), as well as related additional content such as artwork (collectively also called “content”), which the PARTNER uploads to his user account (“Account”) provided by PLATFORM in accordance with the specifications requested by PLATFORM. PLATFORM reserves the right to refuse uploaded recordings and content at its sole discretion, in particular if it is alleged that it violates criminal law or infringes the rights of third parties.
Credit Account and Payments
Accounting statements will be made available to PARTNER online, and PARTNER has the opportunity to withdraw monies from its account at any time.
Net Receipts are credited to the PARTNER’s Account on the first day of each month. Once the payment has been credited to the Account, the total amount or any partial amounts can be debited.
The billing includes and takes into account all collected funds before the billing date. Cash withdrawals of more than EUR 30.00 can be triggered at any time directly in the Account. Payments are made via bank/postal account or PayPal. If the PARTNER account is closed, the remaining amount will be paid out to the PARTNER within 10 days after the last invoice date if PARTNER is not in breach of any guarantees hereunder.
Bank charges or other costs incurred in connection with any transactions are to be borne by the PARTNER.
Transfer of rights
The PARTNER grants PLATFORM throughout the term and within the selected territory all rights to the recordings and the content that are necessary to distribute and promote the recordings.
PLATFORM is in particular entitled to make the recordings available in all media known today and in the future for distribution to end customers, in particular to make them available in online shops and DSPs selected by the PARTNER. PARTNER has the right (if and to the extent applicable) to save the recordings on all storage media for the purposes of updating the data or making a backup copy.
PLATFORM may also distribute clips as an excerpt from a recording of typically up to 30 seconds (or, in certain cases, shorter or longer) for auditioning or judging purposes to promote the sale of the content. In addition, PLATFORM is entitled to edit the recordings and other contents as far as this is necessary to fulfill its obligations under this agreement.
PLATFORM is also entitled to transfer all or part of the transferred rights to affiliated companies as well to EMDC Network e.U., Piccostraße 32, 9500 Villach Austria or to assign them as securities to third parties. During the term of this agreement, the PARTNER grants PLATFORM the right to sell, duplicate, distribute and otherwise use the recordings or the accompanying material .
The PARTNER is not entitled to assign rights and obligations under this contract to third parties.
The PARTNER must ensure that recordings are not being delivered more than once to each online shop and/or DSP in case PARTNER also distributes recordings himself or via third party platforms. As soon as PLATFORM has uploaded the recordings to the selected online shops and DSPs for distribution, PARTNER guarantees that the respective recordings are not being uploaded by third parties to the same online shops and DSPs.
PARTNER is responsible for providing true and complete information. If underaged the legal representatives of PARTNER have to accept the Terms and Conditions on behalf of PARTNER. PARTNER also is responsible for informing PLATFORM immediately in case of any changes to personal data necessary for the execution of the contract, in particular the name, first name, address, email, telephone number and bank details.
PARTNER warrants that it is authorized and able to enter into this contract, fulfill its obligations and transfer the necessary rights.
By creating an Account or uploading a release to the Account, PARTNER accepts the Terms and Conditions set forth herein and PARTNER confirms that it has all the rights to the recordings and any and all content.
Billing, offset and taxes
The bills that are made available to the PARTNER in its Account shall be deemed accepted if PARTNER does not raise any justified objections within 30 days after the respective bill has been made available.
PARTNER is responsible for its own tax and insurance matters and has to pay any and all taxes and social security contributions payable from the revenues he receives from PLATFORM. In the event that PLATFORM or its licensees are subject to taxes or social security contributions in accordance with statutory provisions, PLATFORM is entitled to offset them against the PARTNER’s claims hereunder.
Term
The contract starts with the opening of an Account on emdcnetwork.comand remains in force for an indefinite period (“Term”). It can be terminated by both parties at any time. However, the PARTNER is aware that it takes a while for the recordings and other content to be removed from the online shops and DSPs. The obligation of secrecy outlasts the Term.
Force majeure
Delays or defaults by either party shall not be deemed as a breach of this Agreement or lead to a liability by either party, if and insofar the delay or default is caused by circumstances beyond its control (force majeure).
Disclaimer
The liability of the PLATFORM is excluded to the maximum extent permitted by law. Liability for indirect and causal damages, loss of profit, lost business, lost revenue and lost corporate or brand value or other impairments is excluded in particular.
Furthermore, PARTNER is aware that the digital distribution is dependent on technical circumstances which PLATFORM has no influence over. In particular, PLATFORM disclaims all liability in connection with the availability or non-availability of recordings and other content in online shops and DSPs.
PARTNER Guarantees
The PARTNER guarantees
1. that it has acquired all rights transferred under this Agreement upfront or, if not already done, will acquire them by the time of release of the respective recording via PLATFORM, and that PARTNER is not prohibited from entering into or fulfilling this Agreement by any means.
2. that the exploitation and distribution of the recordings does not violate copyrights, ancillary copyrights, or other third-party rights, and that neither the recordings themselves, nor the pseudonyms, artwork, promotional material, photos, trademarks, etc., are used in any way that violates any third-party rights.
3. that the recordings do not contain any illegal content and, in particular, are not racist, defamatory, glorify violence, or are otherwise unlawful and/or offend common decency.
4. that image and/or sound carriers to be supplied by PARTNER are described and labeled in accordance with the legal requirements (in particular, with respect to the required age rating) and that they do not violate any law or the rights of third parties.
5. that it has adequately remunerated or will adequately remunerate all parties involved in connection with the recordings and that PARTNER has borne or will bear all costs and fees (except for copyright royalties, e.g., payments to GEMA, which are paid by end-user platforms) which have been or will be incurred in connection with the production of the recordings.
6. that it acknowledges the rules of the International Federation of the Phonographic Industriy (IFPI) and its local branches, and that PARTNER will refrain from any chart manipulation, and that it will not commit any streaming manipulation whatsoever.
In the event of a breach of any of these guarantees, PARTNER will indemnify and hold PLATFORM and its partners, owners, and employees harmless from and against any and all claims, demands, liabilities, costs, and fees of any kind asserted against PLATFORM or its licensees upon request. PARTNER will reimburse PLATFORM for all direct and indirect damages and expenses (including claims for payment from license or copyright infringement, as well as any legal fees and court costs for legal defense). PLATFORM has to inform PARTNER without delay in the event of a claim or lawsuit being raised against PLATFORM and PARTNER is obliged to defend PLATFORM at its own expense and with legal counsel to be appointed by PLATFORM, to the extent requested by PLATFORM.
In addition, PLATFORM is entitled to claim a compensation for expenses of up to EUR 200 for each recording that is in breach of a warranty.
PLATFORM is entitled to withhold all or part of the PARTNER’s revenue share if PLATFORM
1. is entitled to claims against PARTNER rising from a breach of the contractual obligations by the PARTNER or if such claims are to be expected;
2. becomes aware that PARTNER is violating or potentially violating any third-party rights or criminal laws in connection with this Agreement.
In both cases mentioned above (1. and 2.), PLATFORM is entitled to offset the retained revenue share of PARTNER with any compensation claims from third parties (regardless of whether a final judgment already exists) or to use it to cover its own expenses in connection with the defense of third-party claims.
Money Split Feature
PARTNER acknowledges that all royalties credited by PLATFORM to PARTNER are being considered as “all-in” payments meaning that PLATFORM has no further obligations to make payments to PARTNER or third parties whatsoever.
PARTNER is responsible for payment and billing to any other licensors, songwriters, publishers, artists, producers, mixers, and other third parties, as well as payment of any applicable taxes or fees. However, without assigning this responsibility to PLATFORM, PARTNER has the option to use PLATFORM’s “Money Split” feature to instruct PLATFORM to directly transfer or pay out a portion of the license revenue credited to the PARTNER to “Third Party Partners” upon PARTNER’s request.
In order to use “Money Split,” PARTNER must provide the email address of its Third Party Partner as well as their respective share in the license revenue for a certain recording that is distributed via PLATFORM.
All Third Party Partners wishing to use Money Split are required to log in with either an Money Split Account (App based) or the website with their current Account (if applicable) to accept and receive such payments via Money Split.
Should PLATFORM accept PARTNER’s request to make payments directly to Third Party Partners through Money Split, this is merely an accommodation made by PLATFORM to the PARTNER. All payments made via Money Split shall be deemed payments to the PARTNER, and PLATFORM shall have no liability whatsoever for false payments made under this Agreement or for failure to comply with any legal requirements. PARTNER shall indemnify and hold harmless PLATFORM against any and all claims asserted or raised against PLATFORM and any damages, losses, liabilities, or costs associated with Money Split payments.
Third Party Partners with a Money Split account acknowledge and agree that all provisions of PLATFORM’s T&Cs apply to them, except for the “Grant of Rights” clause. If Third Party Partner is a customer of PLATFORM this exception does not apply.
PARTNER and its respective Third Party Partner grant PLATFORM full permission to share the trend data collected from the deals between PARTNER and its respective Partner with them.
Third Party Partners do not receive any shares until the PARTNER and the Third Party Partner have agreed on a fair share, both have accepted that share, and the respective deal is designated as “live” in the system. The Third Party Partner agrees and consents to the payment of royalties by PLATFORM via Money Split on behalf of the PARTNER, who has ordered such payment to the Third Party Partner and may revoke the order of such payment to the Third Party Partner at any time. The Third Party Partner shall indemnify and hold harmless PLATFORM against any and all claims arising from or related to the Third Party Partner’s use of Money Split and any related payments or non-payments.
Third Party Partners are in no way obligated or required to use Money Split and/or PLATFORM’s systems (website, app, etc.) to be entitled to any payments legally/statutorily owed to them by PARTNER or any other third party. PLATFORM’s Money Split feature is intended only as a tool to help PARTNERs process payments to their Third Party Partners more efficiently. The use of Money Split does not limit the PARTNER’s responsibilities with regard to the Third Party Partner or the Third Party Partner’s rights and remedies against the PARTNER.
Confidentiality
Neither party shall be entitled to disclose any Confidential Information of the other party to any third party unless the party concerned is legally or officially obligated to disclose it, or the party that issued the Confidential Information expressly grants the other party to disclose certain information.
Changes to T&Cs / Price list
PLATFORM reserves the right to change these Terms and Conditions or the price list at its sole discretion. PARTNER will be informed of any changes in the conditions by email two weeks before they become effective. PARTNER has the right to terminate this contract within a period of two weeks after receipt of this notification. If the PARTNER does not terminate within two weeks after receipt of the email, the changed conditions shall be deemed accepted by the PARTNER.
Other provisions
Should individual provisions of this Agreement be or become invalid, this shall not affect the validity of the rest of the Agreement. Invalid provisions shall be replaced by provisions which come closest to the originally intended provisions in economic terms. PARTNER and PLATFORM shall be obligated to cooperate in a corresponding clarification of the text of the Agreement. The same shall apply in the event of any gaps in this Agreement.
This Agreement shall be governed exclusively by Swiss law. The exclusive place of jurisdiction for all disputes arising from or in connection with this Agreement shall be the ordinary court at the respective registered office of PLATFORM.
PRICE INFORMATION:
All prices may vary as a result of discounts. All prices are exclusive of VAT.
Deal Terms
PARTNER receives a industry standard share of the net-revenue (= billed and paid revenues of PLATFORM less sales tax and other applicable fees) which will be determined for each release and will be displayed in PARTNER’s account.
Money Split
All Money Split partners with a Money Split account, will be charged a fee of CHF 8.-, EUR 8.-, USD 8.- and GBP 8.- for each pay-out.
Special Deal
Special Deals are agreed separately between PLATFORM and the PARTNER.
Other services
Current charges for booking additional services can be found on the emdcnetwork.comwebsite at the bottom of the relevant service.