Terms and Conditions for GEMA members (as of 09.09.2021)

Specification of Service

Description of the MusicHub Service

MusicHub is an online platform for music creators. It enables the upload, input and storage of files and information relating to musical works and recordings, in particular audio files, metadata and artwork (hereinafter referred to as “Data”), and the application of various functions for processing, exporting or otherwise using this data (hereinafter referred to as “Tools”). We provide MusicHub with a maximum storage space of 10 gigabytes for your Data and an availability of at least 97% per calendar year; exempt thereof are maintenance works which we announce with a notice period of two working days. The range of functions of MusicHub is going to continually develop further - as such, new Tools will be added, but individual Tools may also be discontinued after prior notice, the use of which is also subject to these General and, where applicable, Special Terms and Conditions of Business.  The respective current scope of functions is hereinafter also referred to as “Service”.

Description of the Tools

Release Tool

As part of the Release Tool, MusicHub allows you to submit Sound Recordings (Sound Recordings provided via the Release Tool together with metadata and artwork hereinafter referred to as "Recordings") to a distributor for distribution to selected Digital Service Providers ("DSPs").

As far as you want to release your music via a distributor, special terms and conditions will apply.

If you choose to distribute your music via ZEBRALUTION GmbH (“ZEBRALUTION”), the “Special Terms and Conditions for Distribution through ZEBRALUTION” apply, see here: http://music-hub.com/en/special-terms

Track Library

An integrated “Track Library” offers you the possibility to organise and manage your recordings easily and intuitively.

GEMA Soundfile Upload

In addition, you can also activate the “GEMA Soundfile Upload” in the Track Library. This allows GEMA, with your permission, to monitor where your tracks are played in public (on TV/radio, in clubs or in commercials), in order to process your royalties accurately.

General Terms and Conditions of Business

1. Area of application

The General Terms and Conditions of Business shall apply to all uses of services offered on our websites www.music-hub.com and www.joinmusichub.de.

Certain Tools of MusicHub are subject to separate terms and conditions of their own. To use such Tools, you must accept these Special Terms and Conditions. All provisions of these General Terms and Conditions shall also apply to these Tools, unless otherwise specified in the Special Terms and Conditions.

2. Conclusion of the contract

In order to become a member of MusicHub and to use the Service, you must be at least 18 years of age and submit a registration with your correct and current master data; if you are not yet 18 years old, the consent of your legal guardian is additionally required. If you create an account for a body of persons, such as a band or a company, you thereby affirm that you have the necessary power of representation. By registering with MusicHub, you agree to our Terms and Conditions, which form a binding contract between us and the person or company named in the registration details. If you represent other persons, the contract is concluded with all persons.

3. Right of withdrawal

If you are a consumer (i.e., a natural person who uses our Services for a purpose which cannot be attributed to your commercial or independent professional activity), you have a right of withdrawal in accordance with the statutory provisions.

For the right of withdrawal, the provisions that shall apply are listed in the following:

Withdrawal policy

I. Right of withdrawal

You have the right to withdraw from this contract within fourteen days. The period of withdrawal is fourteen days from the day the contract is concluded.

In order to exercise your right of withdrawal, you must inform us,

MusicHub GmbH
PfuelstraĂźe 5
D-10787 Berlin
E-mail: legal@music-hub.com‍

by way of an unambiguous declaration (e.g., a letter sent by post or an e-mail) regarding your decision to revoke this contract. You can use the attached withdrawal template, which is, however, not mandatory.

To adhere to the withdrawal period, it is sufficient if you send the notification about you exercising the right of revocation prior to the end of the revocation period.

CONSEQUENCES OF THE WITHDRAWAL

If you withdraw from this contract, we must refund all payments we received from you, including delivery costs (with the exception of additional costs which result from you having selected a type of delivery other than the cheapest standard delivery offered by us), without delay and within fourteen days at the latest from your withdrawal from this contract. We will use the same method of payment that you chose for the original transaction, unless something else has been agreed with you; in no event will you be charged with any costs because of this refund.

II. Withdrawal template

Withdrawal template

(If you wish to withdraw from the contract, please complete this form and return it to us.)

To:
MusicHub GmbH
PfuelstraĂźe 5
D-10997 Berlin
E-mail: legal@music-hub.com

I/we (*) herewith withdraw from the contract concluded by me/us (*) for the provision of the following service:

Ordered on (*)/ received on (*):

Name of the user(s):

Address of the user(s):

Signature of the user(s), date (only for paper communication)

(*) Please delete as appropriate

End of the withdrawal policy

4. Basic rules for the use of MusicHub / consequences of unlawful conduct

The use of MusicHub for purposes that violate applicable laws or the rights of third parties, or with fraudulent intent, is not permitted. In particular, it is not permitted to

a) upload Data or otherwise publish such Data via the Services offered which

  • infringe the rights of third parties, in particular intellectual property or data protection rights;
  • contain viruses of other damaging components;
  • are hurtful, threatening, unlawful, defamatory, abusive, inciting, harassing, fraudulent, glorifying violence, illegal, harmful to minors, discriminatory, an invasion of privacy or publicity rights;

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b) upload content other than your own to MusicHub or store it there, unless you have been expressly permitted to use it by the respective rights holder;

c) change the Services offered or delete other contents than your own;

d) remove copyright or other notices, product identifications or comparable information from the website and the Services offered on it;

e) artificially inflate streaming numbers in a fraudulent or manipulative manner, such as through hacked accounts, fake profiles and bots (so-called “fake streams”). This shall also apply if the fake streams are created by third parties such as fans or service providers because you instructed them accordingly, in particular also by way of granting or receiving consideration, or if you manipulate your streams in a comparable manner.

If you use MusicHub with intent to defraud, violate applicable laws or infringe the rights of third parties, we are entitled to warn you for your unlawful behaviour. If you continue your unlawful behaviour despite our warning or if you act in a materially unlawful manner, we are entitled to suspend or delete your account.

5. MusicHub membership fees / payment

MusicHub is currently only available for GEMA members. The membership at MusicHub is free of charge for you.

At a later date, MusicHub will also be available to music creators who are not GEMA members. Membership fees will become due, depending on the scope of the Service and the payment interval. These will later be accessible respectively at http://music-hub.com/pricing. Membership for GEMA members will remain permanently free of charge at a scope of services at least comparable to the scope of functions as of 09.09.2021.

Otherwise, we reserve the right to adjust the fees in future, in particular due to internal cost increases or expanded functionality; you will receive notice of this at least 30 days in advance, and you have the right to cancel your membership within 30 days of receipt of the notice. If you do not make use of your right to cancel, the new fees will also apply to you. We will inform you about this legal consequence in our notification.

The fees fall due at the beginning of the membership period. You are responsible for depositing a valid means of payment with sufficient funds in your account at all times. If we can, however, still not collect your membership fees, we will send a reminder to the e-mail we hold on record for you. If we are repeatedly unable to collect the fees, we may block your account and delete it after a further reminder. Fees that are still unpaid can be offset against claims that you might have against MusicHub.

6. Intellectual property rights

You warrant and represent that you are the owner of all rights in the uploaded or entered Data that is required for use in MusicHub or that you have obtained the corresponding permission from all other involved parties. Rights which have been assigned to GEMA for fiduciary management shall not be covered by this warranty. All rights in and to all Data shall remain reserved to you respectively to the rightsholders represented by you and you shall remain the exclusive owners of all copyright, rights in sound recordings and other rights. You do, however, permit MusicHub the use of the Data to the degree required to provide the relevant services. Rights for the commercial exploitation of Data shall, in deviation of the previous sentence, only be granted to MusicHub in accordance with the Special Terms and Conditions of Business of the relevant Tool, and only within the scope described therein.

7. Accounts and passwords

You are obliged to treat your account details and passwords confidentially and protect them against third party access. Should you become aware of an unauthorised use of your account, you are obliged to notify our support immediately at support@music-hub.com.

8. Contract term and ordinary termination

Your MusicHub membership shall run for the period you selected (e.g., monthly subscription or annual subscription) and shall automatically renew by the same period unless one of the parties gives notice to the other prior to the end of that period. You can terminate your membership online in the Service or you can send an e-mail to support@music-hub.com.

9. Extraordinary termination

The right of extraordinary termination for cause shall be reserved to you and to MusicHub. MusicHub can terminate your membership for cause and without notice and block or delete your account, in particular in the case of an infringement of your obligations arising from provisions 2 to 6 of these General Terms and Conditions and the warranties of the Special Terms and Conditions.

10. Liability of MusicHub

MusicHub is liable for damage caused by slight negligence only in cases of breach of material contractual obligations to the amount of the foreseeable damage typical for the contract. Material contractual obligations are those whose fulfilment makes the proper performance of a contract possible in the first place and on whose compliance the contracting parties may regularly rely. Beyond that, MusicHub shall be liable to you without limitation in the event of intent and negligence, culpably caused damage resulting from injury to life, limb or health, in the event of a contractually assumed guarantee or fraudulently concealed defects. In other respects, liability is excluded unless a strictly mandatory statutory liability regardless of negligence or fault takes action or MusicHub is liable due to a guarantee regardless of negligence or fault.  

11. Your liability / indemnification from third-party claims

In the event of a culpable breach of your obligations arising from provisions 2 to 6 of these General Terms and Conditions of Business, you shall be obliged to reimburse the damage caused thereby to MusicHub. Beyond that, you are obliged to indemnify MusicHub, upon first request, from all third-party claims resulting thereof, including reasonable court fees and legal costs.

12. Applicable law and place of jurisdiction

German law shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods. Place of jurisdiction for all disputes between the parties is Berlin.

13. Miscellaneous

The respective current Specifications of Service and the General and Special Terms and Conditions of Business contain all arrangements between the parties, any collateral agreements shall require written confirmation in order to be valid. In the event that individual provisions or Specifications of Service or General and Special Terms and Conditions of Business are invalid, this shall not affect the validity of the remaining provisions; in such cases, the parties shall be obliged to agree upon a valid provision that comes as close as possible to the invalid provision.

14. Changes to the Terms and Conditions of Business

MusicHub reserves the right to amend these General Terms and Conditions of Business  and the Special Terms and Conditions for the various Tools (separately and jointly hereinafter referred to as “T&Cs”) in the event of legislative changes, changes in MusicHub’s legal circumstances, changes in jurisdiction, changes in the scope of rights administration by extended service tools, technical changes and extensions to functionalities. MusicHub shall inform you of any changes to the T&Cs to by notifying you of the amended provisions. You have the right to terminate your membership within 14 days upon receipt of the notification. If you do not make use of your right to terminate your membership or do not object to the changes to the T&Cs within 14 days upon receipt of the notification relating to the amended T&Cs vis-à-vis MusicHub, you are deemed to have agreed to the amended T&Cs. The receipt of the objection shall be decisive for the calculation of the deadline. In the event that the objection has not been lodged at all or not before the deadline, or that the termination has not been lodged at all or not before the deadline, the T&Cs in their amended version shall become an integral part of the contract. MusicHub shall make separate reference to this legal consequence when notifying the amended T&Cs.

15. Contact for legal enquiries

If you have queries regarding the Terms and Conditions, please write an e-mail to legal@music-hub.com. Please understand that, due to the Rechtsberatungsgesetz [German Act on Legal Advice], we are not allowed to provide any general legal advice and that we are only available to answer queries regarding the Terms and Conditions of Business sent to this address.

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Special Terms & Conditions

SPECIAL TERMS AND CONDITIONS RELEASE FOR DISTRIBUTION VIA ZEBRALUTION

As part of the Release Tool, MusicHub allows you to send sound recordings (sound recordings provided via the Release Tool, together with metadata and artwork, hereinafter referred to as “Recordings) to a distributor for distribution to selected Digital Service Providers (“DSPS”).
Please note that the distribution of your Recordings to the DSPs is not carried out by MusicHub, but by the distributor.

The following Special Conditions and Terms apply to the Release when distributed by the distribution partner ZEBRALUTION.

1. No guarantee for release

a. MusicHub cannot guarantee that the selected DSPs will include your Recordings in their services, as this decision is reserved to the latter in the relevant licensing agreements between ZEBRALUTION as MusicHub's distribution partner and the DSPs. MusicHub’s distribution partner ZEBRALUTION further reserves the right not to distribute Recordings to DSPs if, in the view of ZEBRALUTION, such distribution is likely to breach provisions of the contracts with the respective DSP or to damage the relationship between ZEBRALUTION and the DSP.

b. A rejection of a release is made by the DSPs in particular if this release already exists in their offer, as otherwise the overview for the end user is impaired and there is a risk of conflicts between the different suppliers. If you thus want to distribute your Recordings via MusicHub’s distribution partner ZEBRALUTION and they have already been released once before, you must ensure that you have a take-down notice for the respective release via the previous distributor or the label which released the Recordings previously.

c. In the event that your Recordings are rejected for the aforementioned reasons, MusicHub shall endeavour to communicate the respective justifications and possible solution approaches to you.

2. Grant of rights

a. In order to enable the distribution of your Recordings by ZEBRALUTION as MusicHub’s distribution partner to the DSPs, you grant MusicHub a non-exclusive, world-wide license which is limited to the duration of your membership with MusicHub, and can be further assigned to ZEBRALUITION and through ZEBRALUTION to the DSPs for the digital exploitation of your Recordings (including the licence to use the underlying works provided that you have not assigned these works for all relevant territories to GEMA or another collective management organisation for their fiduciary administration), and MusicHub accepts this grant of rights. The grant of rights shall, in particular, include the right to reproduce, distribute, making available to the public and broadcast the recordings, including the statutory right to claim and collect royalties for these uses, provided that they have not been exclusively assigned to a collective management organisation, but exclusively as a so-called transitory right, which only DSPs and their service providers and end consumers are entitled to exercise, but not MusicHub or ZEBRALUTION itself. The aforementioned grant of rights includes, in particular, the use of the Recordings in the course of streaming, download, social media and other digital services subject to the use of a variety of business models such as purchase, subscription, or usages financed by advertising or by other means. A description of the respective offer of the DSPs which further specifies the permitted uses can be accessed in MusicHub at https://intercom.help/music-hub/en.

b. Provided that you did not grant permission in MusicHub for a world-wide distribution, but for the distribution to take place in a limited territory, the grant of rights to the distribution partner ZEBRALUTION and by them to the DSPs shall only be made for the respective countries.

c. DSPs or their service providers may reformat or shorten your Recordings, e.g. by encoding into another audio format or making available of audio samples, in the case of YouTube Music by creating a so-called “Art Track” video where a still image of the cover artwork is added to your recording, but only insofar as it does not constitute an “edit” (“Bearbeitung” as defined in the German Copyright Act).

d. Something else applies in cases where the business model of the DSP requires editing e.g., because the Recordings are intended for synchronisation (combination) with User Generated Content such as videos. Such uses are further detailed in the description of the offer of the DSPs under      https://intercom.help/music-hub/en and you have the opportunity to exclude such offers from distribution.  If you decide to provide your Recordings for Distribution by the distribution partner ZEBRALUTION to DSPs with such business models, you also grant MusicHub the respective editing right as a transitory right for further transfer to ZEBRALUTION and subsequent exploitation by the DSPs and their users.

e. The DSPs have the right to advertise the Recordings with the name, logo, biography and discography of the artist as well as the title, cover, artwork and video of the Recording in all media without creating the impression of a personal endorsement of the artist and you grant MusicHub the relevant rights in a retransferable manner to the distribution partner ZEBRALUTION and through ZEBRALUTION to the DSPs.

f. MusicHub shall also have the right to advertise Recordings as described above in 2.e., unless you inform us at support@music-hub.com that you do not want this to happen.

g. You can recall your Recordings at any time via the distributor by sending an email to support@music-hub.com; in this case, MusicHub send a so-called “take down notice” to the distribution partner ZEBRALUTION and from ZEBRALUTION to all selected DSPs with the request to remove the recordings in question from the service.

3. Royalties and Reporting

a. You will receive a “Royalty” calculated as a percentage of the Net Distribution Income (defined as gross royalty income less VAT) of the distribution partner ZEBRALUTION from the exploitation of your Recordings by ZEBRALUTION in the amount of ninety percent (90%). Provided that collective management organisations manage the rights of the musical works forming the basis of your Recordings, there will be a separate distribution via the collective management organisations - said distribution does not form part of your legal relationship with MusicHub.

b. Royalties allocated to your Recordings will be reported to you by MusicHub via the “Balance Dashboard” in MusicHub, promptly after the receipt of the DSPs’ reports and after processing by the distribution partner ZEBRALUTION. The full amount of reported Royalties that have not been paid out yet will also be shown in the dashboard. You can, at any time, request MusicHub to pay out a partial amount or the full amount; you do not need to send us an invoice for this because we will issue a credit note (in German tax terms, “Gutschrift”) to you.

c. To ensure that the credit note is correct from a tax perspective, you are responsible to keep your master data in MusicHub up-to-date at all times, in particular regarding your residence, tax number, small business status and withholding tax exemption. In the event that you are not subject to unlimited tax liability in Germany, MusicHub is entitled to retain and pay withholding tax on your income, except in cases where you provide us with a valid exemption from the German Federal Central Tax Office (in German, “Bundeszentralamt für Steuern”).

d. The payment of the requested amount shall take place within 7 days, free of charge, to your SEPA account. For international bank transfers outside the Euro area and for the use of other payment methods such as PayPal which are planned for a later date, we reserve the right to charge fees which will be shown to you when you select the respective payment method.

4. Warranties  

You know best who has contributed to your recordings and whether the rights in your recordings have already been assigned before. MusicHub, the distributor and the DSPs must be able to rely on you in this respect. You therefore warrant and represent to MusicHub that

a. all audio files submitted via the Release Tool to the distribution partner ZEBRALUTION are Recordings in accordance with our General and Special Terms and Conditions.

b. you are the owner of the rights and entitlements required for the Release in accordance with these Special Terms and Conditions and that you have the full right, power and authority  to enter into and perform this contract.

c. MusicHub, the distribution partner ZEBRALUTION and the DSPs do not have to make any payments except for those specified in these Special Terms and Conditions in connection with the acquisition, the exercise and exploitation of rights covered by these Special Terms and Conditions.

d. no rights of any kind which could affect the exercise of the rights covered by these Special Terms and Conditions have been or will be granted to a third party,

e. the publication/release, distribution, marketing, promotion and exploitation of the Recordings do not infringe any laws or legal regulations or the rights of any third parties.

This means in particular that

  • you shall acquire any necessary rights or permissions from all third parties involved in the Recordings, including the rights of performing artists, vocalists, musicians, speakers, sound engineers, mixers, remixers, artistic producers, producers of sound recordings, event organisers/promoters, broadcasters and other contributors and rightsholders in a retransferable form and that you shall pay all parties involved an adequate remuneration,
  • you shall clear all samples potentially included in the recordings with the holders of the respective copyrights in musical works and rights in the sound recordings and that any payments to these original rightsholders shall be made by you,
  • in the case that you want to make Recordings of third parties´ works available in the USA, you shall acquire the necessary licence for “digital phonorecord deliveries” (downloads) and pay the relevant “mechanical royalties” (copyright fees) to the rightsholders,
  • your recordings shall not violate youth protection or criminal laws or trademark and moral rights of third parties.

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Rights which have been assigned to GEMA for fiduciary management shall not be covered by this warranty.

The indemnification clause in provision 11 of the General Terms and Conditions of MusicHub shall also apply for the aforementioned warranties.