Applicable to the business relationships between:
Customer(hereinafter also referred to as “Client”):
iGroove AG, Churerstrasse 135, 8808 Pfäffikon, Switzerland (hereinafter referred to as “Contractor” or “iGroove”)
iGroove provides a platform that specializes in music trading, marketing and other related services. This contract defines the tasks and obligations between the client and the contractor.
iGroove sets the respective sound and sound recordings (hereinafter “recordings”) in the Internet portals selected by the customer (see separate online shop list) and takes over the marketing of these recordings together with its partners on the basis of these Terms and Conditions.
The recordings within the meaning of these Terms and Conditions are sound recordings and combined sound/image recordings (e.g. music videos), as well as related additional content such as artwork (collectively also called “content”), which the customer transmits after consent to this Agreement in accordance with the specifications of iGroove. iGroove reserves the right to refuse transmitted material in its sole discretion, in particular if it is alleged that it breaches punitive provisions or infringes the rights of third parties.
The bills are made available to the customer online, and the customer has the opportunity to call them up in his account at any time.
Net Receipts are credited to the customer’s iGroove account on the first day of each month. Once the payment has been credited to the account, the total amount or any partial amounts can be debited.
The billing includes and takes into account all collected funds before the billing date. Withdrawals of more than CHF/EUR 30.00 can be triggered at any time directly in the customer’s online account. Payments are made via bank/postal account or PayPal. If the customer account is closed, the remaining amount will be paid out to the customer within 10 days after the last invoice date.
Bank charges or other costs incurred in connection with these transactions are to be borne by the customer.
The customer grants iGroove all rights to the contractual photographs and other content necessary for digital marketing for the territories chosen by the customer.
iGroove is in particular entitled to make the recordings available in all media known today and in the future for distribution to end customers in all media, in particular to transmit them to the Internet portals selected by the customer. The end user may be granted the right (if and to the extent applicable) to save the recordings on all storage media for the purposes of updating the data or making a backup copy.
iGroove may also distribute clips as an excerpt from a recording for a duration of typically 30 seconds (or, in certain cases, shorter or longer) for auditioning or judging purposes to promote the sale of the content. In addition, iGroove is entitled to edit the recordings and other contents as far as this is necessary to fulfill the purpose of the contract.
iGroove is also entitled to transfer all or part of the transferred rights to third parties. For the duration of the contractual relationship, the customer grants iGroove the right to sell, duplicate, distribute and otherwise use the recordings or the accompanying material or to do so using all aids and media and at the online shops selected by the customer (e.g. iTunes).
The customer is not entitled to grant rights and obligations under this contract to third parties.
The customer must ensure that in the case of commissioning several companies, the recordings are not transmitted simultaneously from different providers to the same online stores. As soon as iGroove has submitted the recordings to the selected online shops for distribution, the customer is responsible for ensuring that the same recordings are not transmitted by third parties to the same online shops.
The customer undertakes to provide true and complete information. For underage customers, the legal representatives have to accept the Terms and Conditions. The client also undertakes to inform the contractor immediately about the changes of all personal data necessary for the execution of the contract, in particular the name, first name, address, email, telephone number and bank details.
The customer warrants that he is authorized and able to enter into this contract, fulfill his obligations and transfer the necessary rights.
By creating an account or publishing a release on iGroove, the customer accepts this contract. With the acceptance of this contract (Terms and Conditions for iGroove Accounts), the customer confirms that he has all the rights to the recordings and other content and gives his consent to the present conditions.
The accounts made available to the customer online shall be deemed accepted if they are not objected to in writing within 30 days of delivery, stating reasons.
The customer is responsible for his own tax and insurance matters and has to pay the taxes and social security contributions payable from the contract revenues. In the event of iGroove or its licensees deducting taxes or social security contributions in accordance with statutory provisions, iGroove is entitled to offset them against the customer’s participation claims.
The customer is under an unrestricted obligation,
The customer must ensure that the provided recordings and other content are free of third party rights and that the contractor could not violate any third party rights or be prosecuted for such a breach in connection with this contract.
When offering third-party trademarks and other third-party content, the customer must have the express right to represent these brands or content and to dispose of such content.
The contract comes into force with the opening of an account on igroovemusic.com. It is closed for an indefinite period and can be terminated at any time in writing. However, the customer is aware that it takes a while for the recordings and other content to be removed from the corresponding portals. The duty of secrecy continues beyond the termination of the contract.
Delays or omissions by either party in the performance of its respective obligations under this Agreement shall not be deemed a breach of this Agreement or a liability to the other party, if and insofar as the delay or default is caused by circumstances beyond its control (force majeure).
The liability of the contractor is excluded to the maximum extent permitted by law. Liability for indirect and consequential damages, loss of profit, lost business, lost revenue and lost corporate or brand value or other impairments is excluded in particular.
Furthermore, the customer is aware that the digital distribution is dependent on technical circumstances to which iGroove has no influence in individual cases. In particular, iGroove disclaims all liability in connection with the availability or non-availability of recordings and other content on the distribution portals.
The Customer guarantees
1. that he/she has already previously acquired all rights transferred under this Agreement or, if not already done so, will acquire them at the time of publication by iGroove, and that he/she is not prohibited from entering into or fulfilling this Agreement by any obligation.
2. that the use and distribution of the Contractual Recordings do not violate copyrights, ancillary copyrights, or other third-party rights, and that neither the Contractual Recordings themselves, nor the pseudonyms, artwork, promotional material, photos, trademarks, etc., are used in any way that could violate any third-party rights.
3. that the Contractual Recordings do not contain any illegal content and, in particular, are not racist, defamatory, glorify violence, or are otherwise unlawful and/or offend common decency.
4. that image and/or sound carriers to be supplied by him/her are described and labeled in accordance with the legal requirements (in particular, with respect to the required age rating) and that they do not violate any law or the rights of third parties.
5. that he/she has adequately remunerated or will adequately remunerate all parties involved in connection with the Contractual Recordings and that he/she has borne or will bear all costs and fees (except for copyright royalties, e.g., payments to GEMA, which are paid by end-user platforms) which have been or will be incurred in connection with the production of the Contractual Recordings.
6. that he/she acknowledges the rules of the Federal Music Industry Association (Bundesverband Musikindustrie BVMI e. V.) and the “ANTI-STREAM MANIPULATION CODE OF BEST PRACTICE” (https://icmp-ciem.org/files/pdf/code_of_conduct.pdf), and that he/she will refrain from anything that amounts to chart manipulation, and that he/she will keep the Contractual Recordings free of streaming manipulation.
In the event of a breach of any of these guarantees, the Customer will indemnify and hold iGroove and its contractors, owners, and employees harmless on first demand from and against any and all claims, demands, liabilities, costs, and fees of any kind asserted against iGroove or its licensees. The Customer will reimburse iGroove for all direct and indirect damages and expenses (including claims for payment from license analogy or copyright infringement, as well as any legal fees and court costs for legal defense). iGroove informs the Customer without delay in the event of a claim or lawsuit, and the Customer is obligated to defend iGroove at its own expense and with legal counsel to be appointed by iGroove, to the extent requested by iGroove.
In addition, iGroove is entitled to claim an expense allowance of up to EUR 200 per contract initiation in the event of a breach of warranty.
iGroove is entitled to withhold all or part of the Customer’s revenue share if iGroove
1. is entitled to claims against the Customer based on a breach of the contractual obligations entered into by the Customer or if such claims are to be expected;
2. becomes aware that the Customer is violating or potentially violating any third-party rights or criminal laws in connection with this Agreement.
In both cases mentioned above (1. and 2.), iGroove is entitled to offset the retained revenue share of the Customer with any compensation claims from third parties (regardless of whether a final judgment already exists) or to use it to cover its own expenses in connection with the defense of third-party claims.
The Customer acknowledges that all royalties credited by iGroove are “all-in” payments. In this regard, the Customer is responsible for payment and billing to any other licensors, songwriters, publishers, artists, producers, mixers, and other third parties, as well as payment of any applicable taxes or tariffs. However, without assigning this responsibility to iGroove, the Customer has the option to use iGroove’s “Deals (RevShare)” feature to instruct iGroove to directly transfer or pay out a portion of the license revenue credited to the Customer to “Partners” as defined by the Customer.
In order to use “Deals (RevShare),” the Customer must provide the email address of their respective Partners as well as their respective share of the licensing revenue regarding a master (recording) published by the Customer via iGroove in iGroove’s system.
All Partners wishing to use Deals (RevShare) are required to log in with either an iGroove Deals (RevShare) account or the website with their current iGroove customer account to accept and receive such payments through Deals (RevShare).
Should iGroove comply with the Customer’s request to make payments directly to Partners through Deals (RevShare), this is merely an accommodation made by iGroove to the Customer. All payments under this Agreement shall be deemed payments to the Customer, and iGroove shall have no liability whatsoever for erroneous payments made under this Agreement or for failure to comply with any legal requirements. The Customer shall indemnify iGroove against all claims threatened or asserted against iGroove and any damages, losses, liabilities, or costs associated with Deals (RevShare) payments.
Partners with a Deals (RevShare) account understand and agree that all provisions of iGroove’s T&Cs apply to them, except for the “Grant of Rights” clause. If the Partner is an iGroove customer itself, this exception does not apply.
The Customer and his respective Partner grant iGroove AG full permission to share the trend data collected through the deals between Customer and its respective Partner.
The Partners do not receive their share of license revenue until the Customer and the Partner have agreed on the fair share, both have accepted that share, and the respective deal is designated as “live” in the system. The Partner agrees and consents to the payment of royalties by iGroove to it through Deals (RevShare) on behalf of the Customer, who has directed such payment to the Partner and may revoke the order of such payment to the Partner at any time. The Partner shall indemnify iGroove against any and all claims arising out of or related to the Partner’s use of Deals (RevShare) and any related payments or non-payments.
The Partners are in no way obligated or required to use Deals (RevShare) and/or iGroove’s systems (website, app, etc.) to be entitled to any payments legally/statutorily owed to them by a customer or third party. iGroove’s Deals (RevShare) feature is intended only as a tool to help Customers process any payments to their Partners more efficiently. The use of Deals (RevShare) does not limit the Customer’s responsibilities to the Partner or the Partner’s rights and remedies against the Customer.
Neither party shall be entitled to disclose any Confidential Information of the other party to any third party unless the party concerned is legally or officially obliged to disclose it, or the party that issued the Confidential Information expressly grants the other party, case-by-case consent for disclosure by them.
iGroove reserves the right to change these Terms and Conditions or the price list at any time without giving reasons. The changed conditions will be sent to the customer by email two weeks before they come into force. The customer has the right to terminate this contract within a period of two weeks after receipt of this notification. If the customer does not cancel within two weeks after receipt of the email, the changed conditions are considered accepted conditions.
If the Terms and Conditions contain contradictions or omissions, the purpose, meaning and spirit, good faith and mutual interests of the parties shall be used to determine which provision is deemed appropriate. If amendments are made to these General Terms and Conditions that result in contradictions arising, the later version shall take precedence over the earlier. Should one of these provisions be or become invalid, this shall have no effect on the validity of the remaining provisions.
This contract is governed by Swiss law, excluding the conflict of laws rules of private international law. Court of jurisdiction is Lachen (Switzerland). This also applies if the portal or the services of iGroove are used outside of Switzerland.
As of 04 April 2019
All prices may vary as a result of discounts. All prices are exclusive of VAT.
You receive 92% of the revenue.
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Special Deals are agreed separately between iGroove and the client.
Current charges for booking additional services can be found on the igroovemusic.com website at the bottom of the relevant service.