- Nonphysical Distribution -
These terms and conditions (hereafter “terms”) apply for distribution contracts, agreed for non-physical distribution (hereafter “contract”),
- between -
Synaptic Anarchy Records, Owner: Ramón Szellatis, Friedhofstraße 5, 46045 Oberhausen, Deutschland, Labelcode: 57588, VAT-ID: DE310615107 (hereafter “Label”)
- and -
the respective other contracting party that agrees the contract with the Label (hereafter “Licensor”),
- purposing -
remunerated distribution of the contractual audio-, video- and image works that Licensor provides (contributions), through distribution partners, sales portals, collecting societies, and other third, to whom Label sub-licenses contractual rights directly (hereafter “direct business partners”), and to whom direct business partners sub-license contractual rights (hereafter “indirect business partners”), and possibly through own media of Label.
§ 1 VALIDITY
1. These terms become part of the contract by arranging the distribution type “non-physical” in the contract plus signature of Licensor and Label on the contract.
2. On changes to these terms (such as changes in laws, jurisdiction, or performance), the Label will send the changes plus reasons for the changes to Licensor; and if Licensor will not in time within 30 days after receipt and in writing to Label object to the changes, these changes apply.
3. If Licensor objects to the changes in time, Label can terminate the contract within 14 days after objection, and if Label will not terminate the contract accordingly, these terms remain valid unaltered.
4. The contract does neither justify an employment relationship nor a partnership between the contracting parties.
5. The Licensor’s terms and conditions do not apply, even if their application has not been expressly rejected.
1. The contract solely applies to natural persons, legal entities and partnerships.
2. If Licensor is under 18 years old, he is obliged to obtain permission of his legal guardian (hereafter “guardian”).
3. The guardian can grant his permission by quoting his personal data as Licensor in the contract and signing the contract, and thus the guardian assures to have explained the contract including these terms to the represented Licensor, and that he will represent him for all contract matters.
4. Licensors or guardians of age must prove their legal age by sending a copy of their identity card (such as photocopy, scan or digital photocopy) to Label, and it is permitted, desired and necessary, that they have clearly noted the word “copy” on the copy and have censored unnecessary data before sending, i.e. at least the serial number and accession number.
(3) Legal Basis and Place of Jurisdiction
1. The law of Federal Republic of Germany applies, excluding the UN sales law (CISG).
2. Jurisdiction is, if lawful and not agreed otherwise, Oberhausen (District Court Oberhausen), Northrhine-Westphalia, Germany.
§ 2 CONTRACT PERIOD
(1) The contract period is two years.
(2) If the contract is not terminated before notice period, the contract period will extend each time for one year.
(3) The notice period ends 3 months before end of the contract period.
(4) The contract may be terminated without observing the notice period, for an important reason (i.e. when reasonable contract fulfilment cannot be imposed any more under assessing the interests of both parties).
(5) The contract can be terminated at any time without observing the notice period by mutual written agreement.
(6) With termination of the contract, the deletion period begins.
§ 3 WORKS
(1) Works are for example, music, songs, music videos, videos, sets, samples, audio tracks, video tracks, artworks, designs, drawings, graphics, tracks, recordings, edits, redesigns, or similar.
(2) Works agreed in the contract are hereinafter referred to as “contributions”.
(3) Licensor has made available to Label the contributions, and Label confirms their receipt.
(4) Each contribution forms its own technical, economic and legal entity.
(5) The compilation of works (for example single, album, EP, LP, Sampler, etc.), in which the contributions appear, is hereafter referred to as “product”.
(6) A maximum of 18 contributions per product can be agreed.
(7) Metadata is information associated with contributions and required for distribution, such as artist name, song title, video title, product title, scale, duration, tempo, artist names, identification numbers, previous publishers and releases, etc.
§ 4 CONDITION RULES
(1) Licensor solely contributes work of high quality or at least a quality common for the respective genre (including audio mastering and video post-processing), or otherwise has to inform Label before conclusion about type and extent of low quality.
(2) The Licensor assures on contracting, that third do not hold any exclusive rights that Licensor grants for Label.
(3) If Licensor should be aware before signing of the contract, that a third party uses without permission exclusive rights that the Licensor grants Label, he assures having informed the Label about this before signing of the contract and to the extent of his knowledge.
(4) If a contribution should contain third-party works or services or components of these, Licensor assures having obtained all contractually required rights from the respective rights holders; or having informed the Label accordingly before conclusion of contract (Annex B - Third Content).
(5) Licensor warrants not to contribute works containing illegal, discriminating, pornographic, or politically, ethnically or religiously radical content, and informs the Label on conclusion of the contract, if content of contributions is explicit, such as content subject to the USRIAA-standard or adult material.
(6) The condition rules for contributions apply where applicable, as well for the product, product artwork, metadata and promotional material; as far as the Licensor makes these available.
(7) The Licensor warrants, that contractual data predominantly in his knowledge, is correct and complete.
(8) If company data, payment data or personal data should change, Licensor will immediately send to Label the latest data, and as well within 14 days after demand of the Label.
§ 5 DISTRIBUTION
(1) Exclusive Licensing
1. Licensor grants Label, for contractual non-physical distribution, all required exclusive rights to the contributions.
2. Licensor grants Label the right to transfer these exclusive rights also to third parties, including this right to transfer, whereby the transfer may incur non-exclusively as well.
3. The granting of rights is territorially unlimited, except territories for which it is agreed that according licences of third are still active on conclusion of contract (Annex C - Previous Releases).
4. The granting of rights to the contributions extends to the contractually required copyrights, the rights to title, name and identification; including the master right, the mechanical rights, plus the ancillary copyrights at GVL for broadcasting and public communication; and Licensor grants Label the rights to non-physically disseminate, reproduce, send, make them available to the public, create acoustic and optical perception ability, and as well to broadcast contributions through all broadcasting types plus to create public accessibility within this context.
5. Licensor grants Label, the same rights to the product and product artwork he may provide, which he grants the Label to the contributions. (metadata is in the public domain)
6. Licensor will neither exercise the exclusive contract rights nor grant these for third, and as well not under another work title, product title, pseudonym or artist name.
(2) Distribution Options
1. Label is entitled to execute distribution, through sale, streaming, playback, subscription services, burn-on-demand, singles, albums, compilations, DJ sets, tutorials, teasers, ringtones, audio samples, commercials, advertising, radio shows, TV shows, music, videos, movies, audio dramas, video games, cuttings, podcasts, booklets, renting out licences, and any other non-physical distribution option or media; and as well through granting unremunerated licences to third for the purpose of promotion, if at least a sort of advertising results (for example individual streaming services, internet radio or other edited versions of third, for the purpose of non-commercial use).
2. Label has the right to non-physically prepare and distribute the contributions; fully, partially, in particular; and in arbitrary, types, extents, times, combinations, orders, sequences; and moreover in combination with third and in works or products of third and/or Label (for example remixes, sets, mash ups, videos, music, compilations, etc.)
3. Licensor and Label hereby arrange; that mentioning of the creator may in individual cases be made with his civilian name, provided Label has received it from Licensor in the creator’s biography; and that mentioning the creator is to be omitted, where the mentioning would foreclose a respective option of distribution (for example background music in movies or tutorials).
1. Licensor entitles Label to adjust the digital-rights-management specifications according to the respective provisions of distribution systems; to send them to business partners; and to link with the contributions own distributional identification numbers or such from business partners or previous releases, i.e. ISRC, GTIN and EAN.
2. If metadata should, after conclusion of the contract, turn out to be incomplete or incorrect or to be incompatible with provisions of distribution systems, Label is entitled to research, complement, adjust, or omit the respective data, to enable an ordinary distribution, whereby changes to artists names, and titles of product and contributions have to be rearranged.
3. Label is entitled to edit the product artwork that Licensor may provide, according to the requirements of distribution systems and marketing profile, plus to use it this way for distribution (for example adding logos, editing size and file format); or if not otherwise agreed to provide and use an own product artwork for distribution.
4. For purpose of exercising the rights, Label has the right to the contributions to computerise, store, visualise, acoustify, master, post-process, convert, download, upload, transmit, delete, encode, decode, and change contributions for sales previews (such as cut versions, modulations, overdubs, or similar); and to use the contributions in another way serving distribution.
5. Label decides all further aspects for execution of distribution, for example communication channels (such as the internet, database systems, and telephone-, cell phone-, satellite- and cable-networks, etc.), digital procedures (such as programming languages, protocols, file formats and specification, system quality and method of storing etc.), technical aspects (such as devices for storage, transmission, post-processing and administration etc.), and management aspects (such as business partners, sales prices, availability, marketing volume, advertising and sales channels and strategies etc.); as far as these aspects are not decided by business partners.
§ 6 PROMOTION
(1) The promotion is non-exclusive, unremunerated and territorially unlimited, purposing the increase of turnovers.
(2) Licensor may send to Label promotion material via e-mail, for example the creator’s biography, discography, artist logo, artist lettering, photos of the creator etc.
(3) For the purpose of promotion, Licensor authorizes Label to create own promotion material (e.g. advertising texts and designs) about the creator, contributions, product and promotion material.
(4) Advertising texts only contain citations or positive impressions; of contributions; of other works of the creator; of objective facts concerning the creator in relation to his artistic performance and development; and possibly of information publicly made available by the creator under his pseudonym, for example on websites, in social networks, in interviews or similar.
(5) Licensor grants Label the right to visually and formally editing promotion material according to Label’s marketing patterns, and to disseminate these materials subsequently for promotional purpose (e.g. via websites, social networks, press-kits, product descriptions, mentioning in print media, and other media)
(6) The Label has the right to grant the rights for the promotion also to third parties, to have the promotion executed by these.
§ 7 BILLING PROCESS
1. Licensor grants Label the right to collect all turnover that Label generates through the contract.
2. Shares of the turnover in the amount of the percentual royalties per contribution agreed in the contract, are in the favour of Licensor, and the remaining shares are in the favour of Label.
3. Turnovers consist of the net revenues that Label receives from direct business partners and possibly direct customers, minus respective arising and necessary costs, such as distribution commissions, taxation per country of sale, third creators’ and publishers’ shares (e.g. GEMA), commissions for wholesale and foreign sale, mechanicals and fees for technical realisation; as far as these costs are not borne by business partners.
4. Label and its business partners bear arising costs for own measures, i.e. for digitalisation, preparation, hosting, clearing, delivery, distribution systems, evaluation systems, technical platforms, payment systems, administration, direct remuneration of third creators, and possibly marketing and promotion.
5. Licensor agrees to immediately send to Label a proof, if there is an exploitation agreement between Licensor and GEMA (hereinafter referred to as “GEMA- agreement”) existing or ending.
6. If Label has not received proof that there is a GEMA-agreement at respective time, Label treats collected turnovers through exploitation of GEMA in accordance with the terms at hand; or otherwise retains these fully without crediting royalties to Licensor, meaning Licensor's remuneration for the exploitation by GEMA is to be regulated between GEMA and Licensor.
7. Licensor waives interest income, which Label may benefit from collecting turnovers and royalties they contain.
1. Ordinary reporting proceeds yearly, via e-mail in the file format pdf.
2. Royalties collected, but not yet paid out within one legal year, will be reported to Licensor in the following year by end of March at latest.
3. If Label notices errors in the reports to Licensor, these will be corrected on the next report, at latest.
1. The contracting parties agree on invoicing via email (in the file format pdf or as PayPal-Link), but can also invoice by mail.
2. Invoices via PayPal shall be sent to firstname.lastname@example.org.
1. Payment period is 30 days after the receipt of a proper invoice.
2. Payments can be made by bank transfer or PayPal transfer to the according account of the respective contracting party.
3. As long as royalties that have, at the respective time, not yet been paid to Licensor, do not exceed the threshold of twenty-five EUR (€ 25), these royalties will remain at Label.
1. All information about royalties, fees, costs, turnovers and payments etc., is to be understood as net values and subject to the respective applicable value added tax laws.
2. Contracting parties will fulfil their own tax liabilities, liabilities for social security, and remaining liabilities to the respective responsible authorities.
1. Reports, invoices and payments are to be made in EUR (€) and turnovers collected in another currency than in EUR, will be accounted in EUR at the exchange rate of the day of payment receipt.
2. Licensor is responsible for reporting, billing, and payment with his own licensors, for example third creators, publishers, producers, musicians etc.
3. Royalties resulting from the contract after its termination, will be reported and paid to Licensor according to the contract.
4. Label may send at any time separate reports, invoices, credit notes and payments as well.
§ 8 DELETION
(1) The contractual deletion period lasts for twelve months.
(2) Within the deletion period, Label will remove the contributions from its own distribution and promotion channels, and demands as well its business partners to remove these from their according channels.
(3) If the deletion should not be possible per contribution, Label will invoice to Licensor at the beginning of the deletion period ninety-three EUR (€ 39), that Label must pay at the largest part to direct business partners, to enable the deletion.
(4) As Label has no, or only a few options to transfer licences shorter than a year to business partners and because business partners also have transition periods, the Label is entitled to exercise the contractual rights further on, during deletion period.
(5) Deletion also includes promotion material, if there are no further distribution contracts agreed between Licensor and Label.
(6) During the contract and deletion period, Licensor is obliged not to demand a deletion or change of the product or contributions from business partners.
§ 9 SCOPE OF PERFORMANCE
(1) The essential contract duties of the Label are; timely publishing of contributions; reporting and payment of generated royalties; obtaining licences for third content if agreed in the corresponding annex; initiation of deletion in the deletion period; and protection of the personal data.
(2) The Label exercises the granted rights for the remaining distribution options and for the promotion, within its available resources and in its own economic discretion, whereby Licensor may withdraw rights that the Label does not exercise.
(3) Licensor is expressly advised that
a) it cannot be guaranteed that turnover will be achieved through the distribution.
b) the period between realisations of earnings by business partners until receipt of the respective turnover at Label, can take in several cases up to one year, and in a few cases also indeterminately longer.
c) the Label has no possibility to inspect the correctness of turnovers and reports, where these are fully or partially depending on those of business partners.
d) reports and payments from business partners are maybe not possible any more after deletion.
e) the Label only has limited influence to what extent the deletion will be actually realised by business partners.
f) as long as deletion is not realised by a business partner despite request, contributions can be exploited there further on, and possibly without reports and payouts.
g) the Label can at the respective time only supply territories, where it is technically possible.
(4) If Label cannot fulfil a contract duty for reasons beyond its control (such as default of technical media, government action, unforeseen circumstances, behaviour of business partners etc.) and Label should have within proportional efforts no possibility to fulfil subsequently, Label will be released from its contract duties for the duration and extent of the disturbance.
§ 10 LIABILITY
(1) Fundamental Provisions
1. If content, Licensor does not own the contractual rights to, is agreed in the “Annex B - Third Content” of the contract, Label will hold the Licensor free of any copyright claims through to this content.
2. In the remaining, the contracting parties are liable for their own fault and fault of their organs and vicarious agents; such as personal injury; damages through gross negligence; and as well damages through slightly negligent infringement of an essential contract duty, if subsequent fulfilment should be impossible or not be performed within an appropriate grace period.
(2) Protection of Label
1. The infringement of an essential contract duty of Licensor incurs by; copyright infringement; exercising or granting exclusive rights of the Label; infringement of condition rules; unpunctual sending of the GEMA-agreement or changed contract data; or deletion or change of the product or the contributions though business partners.
2. If there is a suspicion of infringement of an essential contract duty of Licensor by indication or evidence (for example allegation of a business partner or publicly accessible data), Label sends to Licensor via e-mail an according description about the suspicion, that Licensor can refute by sending evidence to the Label in time within 14 days by e-mail or mail.
3. If a damage was preceded by a suspicion which Licensor has not refuted in time, and Label has to pay for such a damage (e.g. not to infringe law; to avoid infringement of contracts with business partners; or to avoid further damages), Label will invoice these damages to Licensor, and Licensor will indemnify the Label; for example for royalties of third, deletion fees, court fees, lawyer’s fees, postal fees, warnings letters, interest etc.
4. Licensor is without consent of the Label not entitled to assign to third, claims arising from the contractual relationship, provided these claims are not claims for a defect caused by the Label (e.g. contract infringement).
5. As long as the Label has contractual claims against Licensor, Label is entitled to offset the royalties with these claims and continue exercising the contractual rights, in case also after the deletion period.
6. If Licensor holds against Label a claim from infringement of an essential contract duty, caused by third and beyond Label’s control, he will direct such claims against these third as well.
§ 11 PERSONAL DATA
(1) Label treats personal data confidentially and will not hand these over to third parties if not otherwise agreed, whereby Label is obligated to hand these data over to the respective authority for legal reasons, or as a result of an official order.
(2) The personal data is collected by Label for the purpose of; protecting Label from copyright infringement and wrong identity; billing and payment to Licensor; realisation of existing claims; reporting to authorities; and as a way to inform the creator, in case of a suspected copyright infringement.
(3) Label only collects personal data required in the contract.
(4) Label will, as far as lawful and necessary for payment, retain until completion of the last billing with Licensor, the personal data, meaning possibly as well after termination of the contract and deletion period.
(5) The copy of the identity card of Licensor will be destroyed by Label after conclusion of the contract.
(6) The storage and processing of personal data proceeds; on devices of the Label and possibly on clouds of third vendors (mainly Microsoft and Google); on common operating systems (mainly Windows); with common calculation-, spreadsheet- and text processing software (mainly by Microsoft, Apache and Adobe); in the according file formats (mainly xls, doc, pdf, txt, odt); and possibly as well in printed, written or coded form.
(7) Communication between contracting parties via e-mail (possibly including communicated personal data) will be at least briefly stored on servers and systems of third vendors (mainly Google and 1und1) and possibly on devices of the Label (data such as sender, IP address, device ID, device type, date, time, attachments, text, title and log data); and maybe in printed, written or coded form as well.
(8) Label immediately fulfils its duties of data protection, if Licensor should at a time request; restriction of processing or removal, blocking or rectification of personal data; or make use of the remaining data protection rights, such as to receive information about the personal data; to obtain his personal data in machine-readable form; to object to processing of his personal data; or to complain at the responsible authority. The responsible authority is:
Landesbeauftragte für Datenschutz und Informationsfreiheit, Nordrhein-Westfalen, PO Box 20 04 44, 40102 Düsseldorf
Phone: 0211/38424-0; Fax: 0211/38424-10; E-Mail: email@example.com
(9) The creator may use for his personal data, the same rights as Licensor, and personal data of the creator will only be used for distributional purposes, provided Label has received these data from Licensor, within a biography about the creator.