General terms and conditions


§ 1 Scope

The Soundarchive Vertriebs- und Verlagsgesellschaft mbH (hereinafter referred to as "Soundarchive") is the holder of the SCORBE® and SOUND-ARCHIVE.com® trademarks and the domains of the same name.
For the business connection between Soundarchive and the customer as well as for the use of services provided on Soundarchive’s web pages, that might be free of charge, only the following general terms and conditions as amended at the time of conclusion of the contract and at the time of the use of Soundarchive’s services apply. Differing, contradictory or supplementary terms and conditions (in comparison to the present general terms and conditions) will not be an integral part of the contract, even if acknowledged, unless Soundarchive expressly confirms their validity in writing.


§ 2 Services

Soundarchive distributes licences associated with musical works (hereinafter referred to as works) for commercial use in audio-visual productions such as films, advertising, computer software, etc. For these purposes, the works for which customers can obtain licences are provided via the SCORBE.com website

Customers can play-back all works provided on the website. For the large part of our repertoire, MP3 quality files can be requested free of charge for testing purposes (§3). Licences associated with these works and required for different usage categories can be obtained for value directly online (§ 4).

For some works, the licence must be individually applied for through a contact form (§ 5).


§ 3 Requesting a sample file

On request, the works provided by Soundarchive on this website can be made available for testing purposes. Therefore, the customer must confirm having read and accepted the present general terms and conditions and specify his e-mail address. Soundarchive will then send an individual, temporary download link corresponding to the selected work to this address. By clicking the download link, the MP3 file will be downloaded to the customer’s computer. This service is free of charge.

The customer is entitled to use this sample file for the purpose of work suitability testing. Therefore, the customer may temporarily store the file on his computer, integrate it into a project (synchronisation) and use it for internal testing purposes.

The customer commits to only use the work for the purpose of suitability testing and in particular


The customer commits to indemnify Soundarchive from liability for costs, damage, acts or claims resulting from an unauthorised use of the work by the customer.

For further purposes, the customer must conclude a valuable licence agreement as specified in § 4, “Licencing procedure”.

If a licencing of the work is not accomplished within 4 weeks after the sample file has been received, the authorisation of using the sample file any way will be terminated. Once this period has expired, the customer is obligated to delete the file.


§ 4 Licencing procedure

For usage categories beyond the categories defined in § 3, “Requesting a sample file”, the customer has to conclude a licence agreement and must pay a licence fee. For the usage categories specified under § 6, “Licences and licence fees”, the licencing for commercial use can be conducted directly online. After the customer selects a work and the desired usage, the amount payable is calculated and indicated to the customer.

The amount of the licence fee depends on the usage category (e.g., „Advertising for cinema“ oder „Audio books“), on the geographical extension of use (worldwide, continental-wide, nationwide, etc.) and on the effective play-back time in seconds. In addition, the amount of the licence fee depends on the circulation figure („Audio books“ and „Games & Software“ products) and on the usage period in years (websites). The bases of calculation are listed under Par. 6, „Licences and licence fees“. The customer commits to assign any work to be licenced to an explicit project (contractor – project name).

The licence is granted non-exclusive, time unlimited, and for the limited purpose of the production specified by the licencee. Subsequent extensions of an obtained licence, both in geographical respects and in terms of the effective play-back time in seconds and for a reissue (“Audiobooks”, and “Games & Software”) are not allowed. In this case, a new licence must be obtained.

By concluding a licence agreement, the customer is granted the licence associated with the respective work, but not associated with the artist’s name and the work title. For a usage that shall include the mention of the artist or the work title in any form, a prior written agreement by Soundarchive is required.

To conduct the licencing procedure, a registration is required. The customer must fully and properly indicate the data requested by Soundarchive with the login.

The registration of a legal entity may only be conducted by an individual authorised to represent that must be named.

Even after a licence is terminated, the customer’s data will be stored by Soundarchive. If the customer initiates a subsequent licencing procedure at a later time, this data is automatically retrieved after the e-mail address and the password have been entered. If there are any changes to the provided data after the first registration, the customer is obligated on every further business transaction to review his data and correct it, if necessary.

During registration, the customer is required to select a password. The customer must keep his password strictly confidential and carefully protect the access to his registration data. The customer is obligated to inform Soundarchive without delay, if there are indications for a misuse of the login data by third parties.

Upon registration, the customer can initiate the payment process. By clicking the button “Submit order now and pay via PayPal” or alternatively the button “Submit order now and pay upon receipt of invoice” an agreement is reached.

When clicking "Submit order now and pay via PayPal" the customer is automatically redirected to the Paypal website to complete the payment.
After Soundarchive was informed by PayPal on the successful completion of the payment process, the customer will automatically receive both the download link associated with the work and an invoice by e-mail. Once the invoice amount is credited to the account of Soundarchive, a release certificate for the usage according the selected usage category will be sent to the customer in the same way.

The option of paying upon receipt is available only to customers from Germany, Austria or Switzerland. If the customer chooses to pay upon receipt of the invoice, the invoice is sent to him immediately by e-mail. Within two working days, our customer service will send the download link to be used for the audio file in CD quality to the customer. Immediately upon receipt of the amount invoiced, the customer will receive a release certificate for usage according to the chosen usage category.

The release certificate completes the licencing process. The customer is not entitled to use the work until receipt of the release certificate identifying the permitted usage categories.


§ 5 Usage licences on request

For some works, the user agreement cannot be conducted online as Soundarchive is required to consult with the licenser in connection with user requests. In this case, the customer can send a licence request to Soundarchive by contact form. Soundarchive will immediately contact the licenser, conduct the request on behalf of the customer and make an offer. A licensing resulting from these negotiations will be effected by written agreement between Soundarchive and the customer.


§ 6 Licences and licence fees

A licence and the payable licence fee result from the usage category, the geographical area of circulation, and the effective play-back time of the work in seconds.

Soundarchive provides customers an opportunity to obtain licences associated with provided works directly online, for use with the realisation of the following audio-visual productions (usage categories) and geographical areas of circulation.

Film:
Music for movie programs including their TV and Web broadcasting and their distribution on DVD or other media - global, continental, national.
TV film and documentary:
Music for TV programs (trailers included) and documentary films including their Web broadcasting and their distribution on DVD or other media - global, continental, national.
Commercial film:
Music for corporate, educational, business and image films, including their use on the Web and their distribution on DVD or other media - global, continental, national.
Websites:
Music for websites and podcasts - global, continental, national.
TV Advertising:
Music for TV advertising. The obtained licence includes one advert plus reminder - global, continental, national, regional, local.
Radio Advertising:
Music for radio advertising. The obtained licence includes one advert plus reminder - global, continental, national, regional, local.
Cinema Advertising:
Music for cinema advertising. The obtained licence includes one advert plus reminder - global, continental, national, regional, local.
Internet Advertising:
Music for Internet advertising. The obtained licence includes one advert plus reminder - global, continental, national.
Advertising on any media:
Music for advertising on any media. The licence is purchased for broadcasting one spot plus reminder - global, continental, national.
Audiobooks:
Music for radio plays and audiobooks - global, continental, national.
Games & Software:
Music for computer and console games ore software and multimedia products - global, continental, national.
Premium Licence:
Music for any usage in all listed usage categories - global, continental, national.

Areas of circulation
Global:
Distribution without territorial restriction.
Continental:
Continental distribution. Applies in case of an exclusive distribution either in Europe, North America, South America, Africa or Asia.
National:
National distribution. If the product is to be distributed in several countries, licences must be obtained separately for each country. Germany, Austria and Switzerland (DACH) are considered as a single national union.
Regional:
Distribution within a state/canton only.
Local:
Distribution within a rural district or a large city.

For the Audiobooks and Games & Software usage categories, the licencing price comes with the desired circulation figure attached.
For the Websites usage catogory, the licencing price comes with the desired usage period in years attached.
Usage categories that are not listed above may also be possible. On request by phone or by e-mail, our support will provide more details.


§ 7 Restrictions of use

The customer may not use works licenced with Soundarchive for audio-visual productions, where the content


Furthermore, the customer commits to obtain a prior written agreement, if works are to be used for productions


The customer is granted the licence associated with the respective work, but not associated with the artist’s name and the work title. For a usage that includes the mention of the artist or the work title in any form, a prior written agreement by Soundarchive is required.


§ 8 Payment terms

The licence fee for using the works is immediately payable and collected through PayPal. With PayPal, payment may takes place through a PayPal account, by credit card, by debit, or by other online transfer.

If the purchaser defaults on payments, Soundarchive is entitled to charge default interests to the amount of 5% p.a. above the current base rate proclaimed by the European Central Bank. If any greater damage caused by default verifiably incurred by Soundarchive, Soundarchive is entitled to assert this damage.


§ 9 Charging and retention

The customer is only entitled for charging, if his counterclaims were legally assessed or admitted by Soundarchive.

The customer can only exercise a right of retention, if his counterclaim is based on the same contractual relationship.


§ 10 Data protection

Personal data of the customer is collected, utilised and processed by Soundarchive according to the applicable data protection regulations.

Detailed information on type, extent, location and purpose of the collection, processing and utilisation of the personal data, which is required for conducting the business connection between Soundarchive and the customer, by Soundarchive is provided in the privacy statement.


§ 11 Intellectual property rights

The customer acknowledges, that all rights over the works provided by Soundarchive including any copyrights or licence rights or other rights or comparable legal positions in relation to the customer are exclusively entitled to Soundarchive and/or their licensers, and will not use them without prior written agreement by Soundarchive. In particular, the customer may not produce an adaptation of it, which exceeds lengthening or shortening and producing an excerpt of the work by cutting, respectively. In addition, it is prohibited to sell or to assign the work, even in excerpts, to grant sublicences concerning this matter or to transfer or assert any rights over the work.

Soundarchive guarantees being the owner and/or licencee of all rights over the content and being entitled to grant the customer the licence and to allow the customer to use the granted rights.

The performing rights and the right to mechanical reproduction of the large part of the works are safeguarded by the GEMA (Gesellschaft für musikalische Aufführungs- und mechanische Vervielfältigungsrechte, Berlin and Munich) and its international partner companies. The customer must obtain these rights from the GEMA or the collecting society responsible at regional level. For this use, separate user fees are payable to the respective company. Works that are not identified with a corresponding reference are excluded.


§ 12 Guarantee

By indicating performance data and other descriptions of the works, Soundarchive does not guarantee the nature of the work.


§ 13 Liability

Soundarchive is, except for the violation of cardinal contractual obligations, only liable for damages, if and as far as Soundarchive, their legal agents, executives or other auxiliary persons act intentionally or grossly negligently. In the case of a violation of cardinal contractual obligations, Soundarchive is liable for any negligence of their legal agents, executives or other auxiliary persons.

Except for intention or gross negligence of legal agents, executives or other auxiliary persons of Soundarchive, the liability amount is limited to the damage typically foreseeable on conclusion of the contract.

A liability for imdemnity for secondary damages, particularly for loss of profit, only applies to intention or gross negligence of legal agents, executives or other auxiliary persons of Soundarchive.

If musical works or information are handed out free of charge, a liability for defects in title and quality of the musical works or information, in particular for their correctness, accuracy, independancy from intellectual property rights of third parties, completeness and/or applicability - except with intention or fraudulent intent - is excluded.

The aforementioned exclusions of liability and limitations do not apply in the case of an acceptance of express guarantees by Soundarchive and for damages from the violation of life, body or health as well as in the case of mandatory legal provisions.

Even though Soundarchive is always looking to keep their website virus-free, Soundarchive does not guarantee the website being virus-free. For his own protection and for the prevention of viruses on SCORBE.com, the user will provide for appropriate safety precautions and antivirus software, before downloading musical works.


§ 14 Hyperlinks

SCORBE.com may contain hyperlinks to third party websites. Soundarchive neither assumes responsibility for the content of these websites nor adopts these websites and their content, as Soundarchive does not controls the linked information and is not responsible for the content and information provided on these websites. Their use is at the user’s own risk.


§ 15 Final provisions

Collateral agreements require the written form.

The laws of the Federal Republic of Germany apply to the exclusion of the UN sales law.

As long as the customer is a merchant for the purpose of the German Commercial Code, a fund asset governed by public law or a corporate body under public law, Stuttgart will be the exclusive place of jurisdiction for all disputes possibly arising. The same applies, if the customer does not have a general court of jurisdiction in Germany or permanent or habitual residence are not known at the time of the filing of an action. Alternatively, Soundarchive has the right to bring proceedings against the customer at its court of jurisdiction.

If a provision of these general terms and conditions is not effective, the other provisions will remain uneffected. The ineffective provision is considered as replaced with a provision which, with legal effect, comes economically closest to the spirit and purpose of the ineffective provision. The same applies to any loophole.


As at 07/14/2008

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