General Terms and Conditions of Business and Terms of Use
1. Subject matter of contract; definitions
1.1 These General Terms and Conditions of Business (“GTC”) apply to the sales and distribution agreement between recordJet and the rights holder. recordJet GmbH, Torstr. 60, 10119 Berlin, operates the website recordJet.com.
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 (“Recordings”) for musicians and/or rights holders (“Rights Holders”).
1.4 recordJet registers the Rights Holder’s Recordings with the download and/or streaming platforms selected by the Rights Holder for exploitation. recordJet also handles billing for the Recordings. recordJet may make use of the services of third parties for this purpose (collectively “Platform”).
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 themselves, delete Recordings, and view billing documents.
1.6 Rights Holders can set up 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 contractual 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 shall set up a virtual customer account for the Rights Holder. The Rights Holder can view the customer account at any time.
3.2 recordJet shall accept the income earned from the exploitation of the Recordings that are the subject matter of the contract and perform the billing therefor and credit the customer account therefor. Billing shall take place plus value-added tax (VAT), where applicable.
3.3 “Net income” means the actual payments received by recordJet, less recordJet’s agreed share.
3.4 recordJet is entitled to offset unpaid annual fees, applicable taxes, and other costs and claims for damages that may apply in conjunction with recordJet services directly against the credit balance on the customer account or to collect these via other payment methods (e.g., PayPal account, credit card).
3.5 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.
3.6 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 number 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 determined by the payment service provider’s specifications.
3.7 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 clear the negative amount from the customer account and bill the Rights Holder therefor.
3.8 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.
3.9 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 content
4.1 recordJet is entitled to block or disable the Rights Holder’s access or Recording without delay (known as a takedown) to the extent that
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 (known as recycled audio) or publishes what is known as 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 moreover entitled 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 (known as a 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. If it is possible to clear the accusations, the measures that have been taken will be lifted. If it is not possible to clear the accusations, the measures taken will remain in place until such time as the matter has been clarified on a final basis.
5. Notes to the Rights Holder
5.1 recordJet advises the Rights Holder that the authors of the works underlying the Recordings are entitled to claims 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. Warranty
6.1 The Rights Holder warrants to recordJet that the Rights Holder is authorized and able to enter into and perform this contract and can grant recordJet the rights necessary to this end.
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. Indemnification
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).
7.2 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.
7.3 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.
8. Remuneration
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 lump-sum 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) in each case.
9.1.2 Processing of warning notices regarding infringement of third-party rights by Recordings. The lump-sum compensation for expenses is €100.00 (net).
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 contract 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; amendment; termination
11.1 The contract is entered into for an indefinite term.
11.2 The Rights Holder is permitted to amend the scope of the contract with regard to the Recordings that are the subject matter hereof at any time. An amendment takes place by adding or deactivating or archiving Recordings on the portal.
11.3 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 must deactivate all Recordings on the portal beforehand.
11.4 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.
11.5 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 termination.
11.6 The following are deemed to constitute good cause in particular:
• a significant violation of essential provisions of these Terms of Use that is not remedied or is committed repeatedly, even after a time limit has been set, and that renders the continuation of the contractual relationship impossible or unreasonable;
• 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;
• if compulsory enforcement proceedings have been initiated with regard to the entirety or a substantial portion of one Party’s assets or if there are reasons for the opening of insolvency proceedings against one Party, or a petition for such proceedings has been denied for lack of sufficient assets, or a petition for insolvency proceedings has been filed against one Party, or one Party has given an affidavit regarding its assets.
11.7 In the event of justified extraordinary termination by recordJet, the Rights Holder is not entitled to register again.
11.8 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. Limitation period
12.1 Either Party is obligated to assert any claims and/or rights arising out of or in conjunction with this agreement against the other Party in text form within a time limit of three (3) months. If no such assertion takes place, these claims are deemed to have been forfeited. The time limit commences as soon as the claim is due and the beneficiary thereof becomes aware of the circumstances giving rise to the claim or should have become aware thereof in the absence of gross negligence.
12.2 Claims that have arisen due to punishable or tortious acts are not subject to the agreed limitation period.
12.3 If claims asserted in due time pursuant to Sec. 12.1 are rejected by the other Party or the other Party does not state its position within one (1) month after assertion thereof, such claims are deemed to have been forfeited if they are not asserted in court proceedings within three (3) months after the rejection or the expiration of the above time limit, as the case may be.
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 GTC / Terms of Use
recordJet is entitled to amend these GTC / Terms of Use 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 This contract is subject to German law, and only the German version hereof is authoritative. The English and Spanish versions are provided for convenience only.
15.2 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 office.
