(Last updated: July 14, 2022)
1. Subject matter of contract; definitions
1.1 These General Terms and Conditions of Business (“Terms”) apply to the sales and distribution agreement between recordJet GmbH, Torstr. 60, 10119 Berlin (“recordJet”) and the Rights Holder. recordJet operates the website at recordJet.com (“Platform”).
1.2 recordJet’s offerings are not aimed at consumers within the meaning of Sec. 13 of the German Civil Code (BGB).
1.3 Via recordJet.com, recordJet offers services in the area of marketing of and billing for audio/audiovisual recordings for artists, producers, labels, and other rights holders (“Rights Holders”) who or that provide audio/audiovisual recordings or other materials (“Recordings”) to recordJet for digital distribution.
1.4 recordJet provides the Recordings registered or lodged with recordJet by the Rights Holder via the download stores and/or streaming platforms of third parties selected by the Rights Holder. recordJet also handles billing for the proceeds of the exploitation of the Recordings. recordJet may make use of the services of third parties for this purpose.
1.5 Rights Holders can register on recordJet.com free of charge and manage their own accounts. Rights Holders can place Recordings on the Platform, delete Recordings, and view billing documents at any time.
1.6 Rights Holders can place further content, such as covers, artwork, bios, photos, videos, information, explanatory notes, etc., in addition to the Recordings on the Platform (“Accompanying Materials”).
1.7 The specific individual sales and distribution services to be performed by recordJet and the compensation owed therefor are as determined by the package booked (“BASIC,” “PREMIUM,” “VOLUME” and/or “FIRST-CLASS”). The sales and distribution services to be performed by recordJet within the scope of the “VOLUME” and “FIRST-CLASS” packages are discussed individually between the Rights Holder and recordJet.
2. Granting of rights
2.1 The Rights Holder grants recordJet the rights of use with respect to the Recordings and the Accompanying Materials to the extent that these rights are necessary in order to fulfill the contract. recordJet is thus entitled to make the Recordings and Accompanying Materials available on download and/or streaming platforms (including personalized Web radio services), in all formats known now and in the future, for sale and distribution to end customers.
2.2 The granting of rights to the Recordings and Accompanying Materials is unlimited in geographic scope (worldwide). The Rights Holder is permitted to restrict the geographic scope of the granting of rights with regard to individual Recordings or for the Accompanying Materials. Such restrictions are imposed by providing information to this effect in the case of the respective Recording on the Platform. The Rights Holder is responsible for providing this information.
2.3 The granting of rights to the Recordings and Accompanying Materials is unlimited in term. The granting of rights shall terminate (i) upon deactivation of Recordings by the Rights Holder (takedown) or (ii) through termination of the contract. For technical reasons, deactivation from all download stores or streaming platforms may take approximately 14 days.
2.4 The granting of rights to the Recordings and Accompanying Materials is restricted in terms of content to the download stores and/or streaming platforms and Web radio services selected by the Rights Holder. Such restrictions are imposed by providing information to this effect in the case of the respective Recording. The Rights Holder is responsible for providing this information.
2.5 recordJet is also entitled to make available to the public and/or transmit “clips” as excerpts from a Recording, typically 90 seconds in playback length, for trial listening purposes or for evaluation.
2.6 recordJet is entitled to grant users of download stores or streaming platforms the right to update data or to make a backup copy on storage media.
2.7 The Rights Holder grants recordJet the right to transfer the rights granted, in whole or in part, to third parties (sublicensing) to the extent necessary to fulfill the contract.
2.8 The Rights Holder grants recordJet the right to adapt the Recordings and/or Accompanying Materials. The right of adaptation is limited to technical adaptation for the purpose of provision in download stores and/or on streaming platforms.
2.9 recordJet expressly reserves the right to reject Recordings or Accompanying Materials at its own discretion and without stating any reasons.
3. Customer account; billing
3.1 recordJet is entitled to demand suitable documentation from the Rights Holder in order to identify the Rights Holder. To be able to keep the Rights Holder’s data up to date, the Rights Holder is obligated to provide recordJet with information on whether, and if so how, existing data have changed. The process of identifying the Rights Holder can also take place based on specific occasions or events in particular. If the Rights Holder does not cooperate in identifying him,- her- or it-self or identifying the Rights Holder without doubts is not possible for other reasons, recordJet is entitled to terminate the sales and distribution agreement in accordance with Sec. 11.5.
3.2 recordJet shall set up a virtual customer account for the Rights Holder. The Rights Holder can view the customer account at any time.
3.3 recordJet shall accept the income earned from the exploitation of the Recordings. recordJet shall credit the net income to which the Rights Holder is entitled as a result of the income earned, plus VAT (if applicable), to the Rights Holder’s customer account. All credits are subject to subsequent review and correction and to requests for refunds in the event of a missing or unjustified credit. At the Rights Holder’s request, recordJet is willing to pay an advance on the net income to which the Rights Holder is entitled, plus VAT (if applicable), to the Rights Holder in the individual case by prior arrangement.
3.4 “Net income” means the actual payments received by recordJet, less recordJet’s agreed share. recordJet will also bill for the net income that is billed to recordJet by download stores or streaming platforms in relation to Recordings that the Rights Holder has not directly registered with recordJet and provided to recordJet for digital sale and distribution, such as DJ mixes or DJ sets, that are placed in these stores or on these platforms by third parties and whose subject is Record-ings.
3.5 recordJet is entitled to offset unpaid annual fees, remuneration for services rendered by recordJet, costs incurred, or any claims for damages that may apply in conjunction with breach of contract by the Rights Holder and any advance payments made by prior arrangement in the individual case pursuant to Sec. 3.3 hereof against the credit balance on the customer account or to collect these via other payment methods (e.g., PayPal account, credit card).
3.6 Incoming payments are typically credited as of the first day of the following month after receipt of payment by recordJet for the benefit of the customer account.
3.7 The Rights Holder is permitted to withdraw the respective positive balance on the customer account from the customer account at any time (in full or in any num-ber and configuration of individual amounts) provided that there is no block on disbursement. The Rights Holder shall bear any and all fees and costs incurred in conjunction with the withdrawal. recordJet is entitled to deduct any fees that may apply when disbursing funds (e.g., PayPal fees). The amount of the fees is deter-mined by the payment service provider’s specifications.
3.8 If the Rights Holder’s customer account has a negative balance, recordJet is entitled to offset incoming payments against this negative balance until the customer account has reached zero or a positive balance. Should the customer account have a negative balance for longer than 14 days, the Rights Holder is obligated to ensure that it reaches zero or a positive balance. recordJet shall advise the Rights Holder of this circumstance in due time. In the event that the Rights Holder has not ensured that the account reaches zero or a positive balance within five (5) working days after receipt of the notice from recordJet, recordJet reserves the right to bill the Rights Holder for the negative amount. The foregoing provision applies accordingly in the event that an advance payment made at the Rights Holder’s request by prior arrangement in the individual case in accordance with Sec. 3.3 has not been offset against the Rights Holder’s credit balance on the cus-tomer account in accordance with Sec. 3.5 at the point in time agreed in the indi-vidual case or at the time of termination of the sales and distribution agreement between recordJet and the Rights Holder, as the case may be.
3.9 To the extent that the customer account has sufficient coverage, the Rights Holder is permitted to instruct recordJet to make payments from the customer account to third parties with the effect of discharging obligations (for example, to pay a share of income to third parties). For clarification, the Rights Holder alone bears responsibility for billing matters involving the other parties to agreements with the Rights Holder.
3.10 recordJet is obligated to keep records of all income accrued. The Rights Holder is entitled to review these records, or to have them reviewed by a certified accountant and auditor, auditor, or attorney who is under a professional obligation of secrecy, once annually to ensure that they are congruent with the income reported. The costs of such review shall be borne by the Rights Holder unless the review shows a discrepancy of more than 5% per calendar year to the Rights Holder’s detriment. In this case, recordJet shall bear the reasonable costs.
4. Manipulation of download/streaming figures; recycled audio; punishable con-tent
4.1 recordJet is entitled to block or disable access to the Platform and/or Recordings of the Rights Holder (known as a takedown) if
4.1.1 there is suspicion of manipulation of download/streaming figures relating to the Recordings by the Rights Holder and/or third parties;
4.1.2 the Rights Holder publishes Recordings under different titles or artist names (“recycled audio”) or publishes music that cannot be clearly associated with an artist name or a song or project title (“generic music”);
4.1.3 the content of the Recordings is punishable by law; and/or
4.1.4 the Recordings infringe rights of third parties.
4.2 recordJet is entitled, in the cases provided in Sec. 4.1, to set up a disbursement block in relation to the customer account. recordJet is furthermore entitled to block the Recordings in question in all download stores and/or on all streaming platforms (takedown).
4.3 recordJet shall notify the Rights Holder without delay via e-mail of the measures taken and grant the Rights Holder the opportunity to make a statement of position within a time limit of fourteen (14) calendar days. If the accusations are cleared, the measures that have been taken will be lifted. If the accusations are not cleared or no statement of position is received from the Rights Holder, recordJet is entitled to cancel the credits issued to the Rights Holder in relation to blocked Recordings and to demand that payments made to the Rights Holder for the Recording in question be refunded.
5. Notes to the Rights Holder
5.1 recordJet advises the Rights Holder that the authors whose works underlie the Recordings have claims for remuneration based on the exploitation of the Recordings. These claims are typically asserted by collecting societies or publishers of the authors. recordJet is not responsible for this. If the Rights Holder is not the author, or not the sole author, the Rights Holder must notify the author(s) hereof.
5.2 recordJet advises the Rights Holder that the Rights Holder alone is responsible for duly paying taxes on all income and/or for paying duties, fees, etc.
5.3 recordJet advises the Rights Holder that manipulation of download/streaming figures is a punishable act (fraud).
6.1 The Rights Holder warrants to recordJet that the Rights Holder is authorized and able to enter into and perform this contract is the unlimited proprietor, with sole power of disposition, of all rights to the Recordings that are the subject matter of the agreement.
6.2 The Rights Holder warrants that the Recordings and Accompanying Materials do not infringe any rights of third parties.
6.3 The Rights Holder warrants to recordJet that the Recordings and/or Accompanying Materials do not violate provisions of law on criminal penalties or fines.
6.4 The Rights Holder affirms and warrants to recordJet that it will not artificially increase or otherwise manipulate the retrieval or streams of Recordings, e.g., through technical means such as the use of scripts or other automated processes or ongoing streaming of the Recordings by the Rights Holder’s own account or an external account.
7.1 recordJet advises the Rights Holder that third parties may be entitled to a share of the income earned (e.g., artists, producers, and other persons who have participated in the creation of the Recordings and/or Accompanying Materials). The Rights Holder shall indemnify and hold harmless recordJet from and against all claims that third parties assert against recordJet due to infringement of their rights based on or in conjunction with the Recordings and/or Accompanying Materials posted by the Rights Holder.
7.2 The Rights Holder shall refrain from asserting any claims against recordJet if third parties (e.g., in the case of DJ mixes or DJ set lists) have placed Recordings in download stores or on streaming platforms and the Rights Holder does not agree to this. The Rights Holder shall assert the Rights Holder’s cease-and-desist claims, if any, against the third parties in question directly in this case.
7.3 The Rights Holder is obligated to reimburse recordJet for the necessary costs of legal defense incurred by recordJet in conjunction with defending against the claims of third parties, including all court costs and attorneys’ fees (including out-of-court fees) in a reasonable amount. This does not apply if the Rights Holder is not responsible for the infringement, which the Rights Holder must demonstrate and prove. The Rights Holder is obligated to provide recordJet without delay, in the event that any claim is asserted by third parties, with all information, truthfully and completely, that is necessary to review the claims and the possibility of defense.
The remuneration for recordJet’s services depends on the service package booked in each case (“BASIC” and “PREMIUM”) or is coordinated individually for the “VOLUME” and “FIRST-CLASS” service packages. All prices are stated without value-added tax (net prices).
9. Compensation for expenses
9.1 The Rights Holder shall pay reasonable lumpsum compensation for expenses to recordJet in the following cases:
9.1.1 Preparation of new invoices or credit memos based on incorrect information provided by the Rights Holder; processing of manipulation cases with regard to download/streaming figures; processing of cases of recycled audio and/or generic music. The lump-sum compensation for expenses is €50.00 (net) per incident or transaction in each case.
9.1.2 Processing of warning notices regarding infringement of third-party rights by Re-cordings. The lump-sum compensation for expenses is €100.00 (net) per incident or transaction.
9.2 The compensation for expenses must be set higher or lower if recordJet proves that the expenses were higher or the Rights Holder proves that they were lower or nonexistent, as the case may be.
10. Liability of recordJet
10.1 recordJet is liable toward the Rights Holder as follows for damages and compensation for expenses based on all claims, whether existing under contract or a similar arrangement or by law, including tort claims:
10.2 recordJet is liable without limitation on all legal bases
• in case of intent or gross negligence,
• in case of intentional or negligent loss of life, bodily injury, or impairment of health,
• based on a warranty unless otherwise provided in this regard, and
• based on mandatory liability such as that existing pursuant to the German Product Liability Act (ProdHaftG).
10.3 If recordJet negligently violates an essential contractual obligation, recordJet’s liability is limited to the amount of damage and/or losses that is typical of the contract and foreseeable unless recordJet’s liability is unlimited pursuant to the foregoing section. Essential contractual obligations are obligations that the con-tract imposes upon recordJet, in accordance with the content thereof, in order to fulfill the purpose of the contract, whose fulfillment renders the proper performance of the contract possible in the first place, and that the Rights Holder is generally permitted to trust will be fulfilled.
10.4 In all other respects, liability on the part of recordJet is ruled out.
10.5 The foregoing provisions on liability also apply with regard to recordJet’s liability for its vicarious agents.
11. Term; termination
11.1 The contract is entered into for an indefinite term.
11.2 The Rights Holder can terminate the entire contract at any time on the portal by deactivating all Recordings. Notice of termination can also be given by e-mail or mail. The Rights Holder is obligated to deactivate all Recordings on the Platform beforehand.
11.3 recordJet is permitted to terminate the contract upon 14 days’ notice. recordJet must include a statement of the reasons for its decision with the notice of termination and transmit these by e-mail.
11.4 Nothing herein shall affect the right of extraordinary termination for good cause. Good cause is deemed to exist if, taking into account all of the circumstances of the individual case and upon weighing the interests of both Parties, the Party giving notice cannot reasonably be expected to continue to abide by the contract until the agreed termination thereof or to observe a particular notice period for termina-tion.
11.5 The following are deemed to constitute good cause in particular:
• Recordings or Accompanying Materials contain punishable material;
• Recordings or Accompanying Materials contain radical, propagandistic, or immoral materials;
• manipulation of download/streaming figures;
• provision of false information by the Rights Holder;
• no successful identification of the Rights Holder;
• there are sanctions, embargoes, or blockades against the Rights Holder or shareholders, partners, managing directors, or employees of the Rights Holder that prohibit commercial dealings with certain countries, territories, organiza-tions, enterprises, or persons;
• if compulsory enforcement proceedings have been initiated with regard to the entirety or a substantial portion of one Party’s assets or there are reasons for the opening of insolvency proceedings against one Party, a petition for such proceedings has been denied for lack of sufficient assets, a petition for insol-vency proceedings has been filed against one Party, or one Party has given an affidavit regarding its assets.
11.6 In the event of justified extraordinary termination by recordJet, the Rights Holder is not entitled to register again.
11.7 Income received by recordJet after the termination of the contract shall be billed and disbursed as agreed except where recordJet has a right of retention based on claims concerning violation of contractual obligations of the Rights Holder.
12. Lapse of claims
12.1 Claims to which the Rights Holder is entitled as a result of credits pursuant to Sec. 3.3 must be asserted by the Rights Holder in text form within three (3) months after crediting. To assert the claims, it is sufficient to debit the funds from the customer account. If the Rights Holder does not assert the Rights Holder’s claims within three (3) months after crediting, recordJet shall notify the Rights Holder in text form that the Rights Holder’s claims will lapse if they are still not asserted within a further time limit of four (4) weeks after receipt of the notice. If such as-sertion still does not take place, the Rights Holder’s claims will lapse.
12.2 If recordJet sets up a disbursement block in accordance with Sec. 4.1 and 4.2 and the Rights Holder believes that this disbursement block was wrongfully set up, or if recordJet refuses to make a disbursement for other reasons, the Rights Holder must assert the claims to which the Rights Holder believes he, she, or it is entitled in text form within one (1) month after recordJet’s refusal to disburse the funds. If recordJet still refuses to disburse the funds for other reasons, which must be communicated to the Rights Holder, the Rights Holder’s claims to payment shall lapse unless the Rights Holder asserts them in legal proceedings within a time lim-it of three (3) months after recordJet’s repeated refusal. The foregoing provision applies accordingly in the event that a credit that has not yet been disbursed is corrected and canceled pursuant to Sec. 3.3.
13. Assumption of contract
recordJet is entitled to transfer its rights and obligations to a third party in whole or in part. recordJet shall provide notice hereof in text form sent to the last known e-mail address in due time, and in any event no later than four (4) weeks before the assumption of the contract. To the extent that the Rights Holder does not wish to continue the contractual relationship with the third party, the contract may be terminated at any time.
14. Amendments to the Terms
recordJet is entitled to amend these Terms where necessary to eliminate imbalances between performance and consideration that arise subsequently or to adjust these Terms to changes in overall legal or technical conditions. recordJet shall provide notice of a change, communicating the content of the amended provisions, to the last known e-mail address. The amendment shall become an element of the contract if the Rights Holder does not object in written or text form to the incorporation thereof into the contractual relationship within 15 days after receipt of the notice of the change.
15. Miscellaneous provisions
15.1 To the extent that any provision of the agreement is or becomes invalid, the remaining portions of the agreement continue to apply nonetheless. The invalid provision must be replaced with a valid provision to which the parties would have agreed, upon reasonable consideration of the economic interests of both sides at the time of their entry into the agreement, if they had been aware that the original provision was invalid.
15.2 This contract is subject to German law, and only the German version hereof is authoritative. Translations are provided exclusively as aids to understanding.
15.3 If the Rights Holder is acting as a merchant, legal entity under public law, or public-law special fund with its registered office in the territory of the Federal Republic of Germany, the exclusive place of jurisdiction for all disputes arising out of this contract is the location of recordJet’s registered office. If the registered office of the Rights Holder is located outside the territory of the Federal Republic of Germany, the location of recordJet’s registered office is the exclusive place of jurisdiction for all disputes arising out of this contract if the contract or claims arising out of the contract can be attributed to the Rights Holder’s professional or commercial activity. In the foregoing cases, however, recordJet is entitled to bring a legal action before the court in the location of the Rights Holder’s registered of-fice.