1. Scope of application and object

1.1  These general terms and conditions of business regulate the contractual relationship between the user of the online music platform www.soundslates.com and its operator Soundslates Ltd, Richard-Wagner Strasse 30, 8002 Zurich, Switzerland. Further contact details, the commercial register information and the authorized rep-resentatives of Soundslates Ltd are listed in the company information.

1.2  Users are all registered visitors of the online music platform. All natural persons having unrestricted legal capacity who are 18 years of age or older and legal entities qualify as users. 

1.3  In the domain www.soundslates.com, Soundslates Ltd makes an online music platform available to users, the operation of which is based on the provision of content by the users and Soundslates Ltd. The user can act as a provider or consumer of services (“sessions”) or of music and other content, e.g. texts, photographs, etc., establish corresponding business contacts with other users, conclude contracts and implement these. Soundslates Ltd provides the technical applications required for this, but does not act as an intermediary between users nor does the company participate in the communication among the users themselves.

2. License agreement (including the general terms and conditions of business) with Soundslates Ltd

2.1  Registration is required for access to the online music platform (see also Section 3 ff.). By completing the registration process, the user submits an offer to conclude the contract with regard to the use of the online music platform to Soundslates Ltd.

2.2
 Soundslates 
Ltd reserves the right to review the information provided by the user during registration using suitable official documents, in particular the presentation of the identity card or the excerpt from the commercial register. There is no right to registration and/or use of the online music platform.

2.3  Soundslates Ltd accepts the offer of the user by activating the user’s account and sending the user the activation link by e-mail. The license agreement between the user and Soundslates Ltd takes effect upon this acceptance. The present general terms and conditions of business are an integral part of the license agreement.

3. General information about user registration

3.1  Before a user can access the content of the online music platform, he must register, stating his last name, first name, a valid e-mail address, and the address, state and country in which he has his permanent residence. The user can choose between the BASIC membership (see also Section 4) and the PREMIUM membership (see also Section 5). 

3.2  During registration for the BASIC and PREMIUM memberships, the user selects a user name and a password (“login data”) and accepts the present general terms and conditions of business. Soundslates Ltd activates the user’s account and in-forms the user of his successful registration via e-mail. The user clicks on the activation link sent with the e-mail and logs into the online music platform with his login data. Activation of the user account for PREMIUM members will take place after receipt of payment of the PREMIUM membership fee. 

3.3  The user himself is responsible for confidential handling of his login data and is responsible for all consequences resulting from the abuse his login data. In particular, provision of the login data by the user to third parties is prohibited. If there is reason to suspect that third parties have received or acquired knowledge of the login data, the password must be changed without delay. In this case the responsibility for the use of the login data remains with the user until Soundslates has received notification by e-mail. 

3.4  Soundslates Ltd will not provide the user’s password to third parties and will never ask the user for his password. 

3.5  The user undertakes to provide complete and accurate information for registration. 

3.6  Changes in the user data must be reported to Soundslates Ltd without delay.

3.7  The user may register only once and may create only one user profile. The transfer of the user profile to third parties is prohibited.

3.8  Soundslates Ltd does not guarantee the actual identity of users. Each user must confirm the identity of another user on his own

4. Free registration for BASIC membership

4.1  BASIC membership is free and for an unlimited period of time.

4.2  BASIC membership permits the user to use the online music platform with content restrictions. The user is entitled to upload 2GB of media files to the Soundslates storage service. The user can freely post sessions advertisements in the public area. The user can participate to sessions projects.
4.3  The user may switch from BASIC to PREMIUM membership (for which a fee is charged) at any time.

5. Paid registration for PREMIUM membership

5.1  There is a fee for PREMIUM membership and it is limited in duration.

5.2  The PREMIUM membership gives the user unlimited access to use of the online music platform. The user is entitled to upload 100GB of media files to the Soundslates storage service. The user can post sessions projects in the public area.
The user can download an unlimited amount of media files from the Soundslates web-server.

5.3  The minimum term of PREMIUM membership is one one year (12 months), the user must renew his membership after 12 months of usage in order to continue benefiting from the PREMIUM access to the platform. During registration, the user selects the desired term for the PREMIUM membership and pays a fee for it (PREMIUM membership fee).

5.4  The amount of the PREMIUM membership fee is determined by the term of the license agreement and is based on the fee schedule applicable at the time of conclusion of the contract. The PREMIUM membership fee is an integral part of the license agreement with Soundslates Ltd. The current fee schedule can be viewed here [insert hyperlink].

5.5  The PREMIUM membership fee can be paid by credit card (Visa or Mastercard), via the PayPal online payment system.

5.6  If the user selects PayPal as the payment method, he will be directed automatically to the website of the online payment system provider PayPal (www.paypal.com). Setting up a PayPal account is free of charge. For information regarding the payment processing and the applicable general terms and conditions of business of the online payment system provider PayPal, please refer to their website. Soundslates Ltd is not liable for the accuracy or completeness of the information published at www.paypal.com. As soon as Soundslates AG has received the confirmation of payment from PayPal via e-mail, the user’s account will be activated.

5.7  The user may switch from BASIC to PREMIUM membership at any time. The switch can be made at the end of the term chosen by the user or after cancellation of the PREMIUM membership (see also section 6).

6. Cancellation/termination of membership

6.1  The user has the right at any time to cancel the license agreement (including the present general terms and conditions of business) with Soundslates Ltd with immediate effect and thus to terminate the BASIC or PREMIUM membership. Cancellation takes place by notifying Soundslates Ltd thereof via e-mail.

6.2  Soundslates AG has the right to terminate the license agreement (including the pre-sent general terms and conditions of business) with immediate effect if the user violates the present general terms and conditions of business, rules of Soundslates AG, statutory provisions or rights of third parties, or if, in the view of Soundslates AG, there is reason to believe that such violations could occur or that the continuation of the license agreement (including the present general terms and conditions of business) is not acceptable when all circumstances of the individual case have been taken into account, in particular if the reputation of Soundslates AG is damaged by the presence of the user.

6.3  The termination of the license agreement results in the access of the user concerned to the online music platform being blocked. Soundslates AG deletes the user data in accordance with statutory requirements and can also delete the content placed on the platform by the user without further notice.

6.4  In the case of premature termination of the license agreement, the user has no claim to complete or partial reimbursement of membership fees paid in advance.

7. Rights of Soundslates Ltd to the online music platform

7.1  Soundslates Ltd is the owner of the rights to the content of the website and the ac-companying database (with the exception of the content placed by the user on the online music platform). All rights, in particular copyrights and intellectual property rights, are held exclusively by Soundslates.
The users are retaining the full intellectual property and copyright for the content uploaded to the online music platform, as well as for the content created via the platform.

8. Responsibility of the user for his content/Warranty

8.1  The user can transfer content, in particular pieces of music, texts, graphics, photos, videos, images, links, data, etc. to the music platform, make it accessible to others, disseminate it or publish it. 

8.2 
The content of the user must meet all of the following requirements: 

8.3  The content of the user may not violate third-party rights (e.g. copyrights, brand rights, or other intellectual or industrial property rights or individual rights). 

8.4  The user may place only content that he has created entirely himself on the online music platform. The placement of content from third parties (in particular recordings or works of third parties), whether in whole or in part, is prohibited. 

8.5  The user may place arrangements of works of third parties (e.g. new arrangement of existing musical works, poems set to music and similar things) on the online music platform only if he has obtained prior permission to do so from the owner of the rights of the works (publisher or author). Such arrangements (as well as cover versions) must be reported to Soundslates Ltd by clicking a corresponding field during uploading. Soundslates Ltd expressly reserves the right to reject the placement of such content on the platform. The content of the user must be respectable and legitimate. Other content, particularly defamatory, racist, pornographic and other illegal content, is prohibited.

8.6  The content of the user may not contain any form of advertising for products that the user himself does not offer on the online music platform.

8.7  The content of the user may not violate criminal law or youth protection law.

8.8  Soundslates has the right to delete or change content of the user without notice, if in the view of Soundslates Ltd there is reason to believe that the aforementioned requirements have not been met.

9. Granting of rights to the content of the user/ Indemnification of Soundslates Ltd

9.1  The user grants to Soundslates Ltd a cost-free, non-exclusive, temporally and regionally unlimited right of use (together with the right to sublicense) to the content placed, made accessible publically, disseminated or published by him on the online music platform. Soundslates Ltd has the right to use the content to the extent to which this is required for the operation and advertising of the online music platform. 
This holds true only for content publicly placed by the user on the online platform, such as on the user's public profile page and project page.
Soundslates Ltd guaranties that all content placed privately on the online platform is not subject to any publishings of any kind.

9.2  The user guarantees that he is authorized to grant these rights and that he is authorized to place this content on the online music platform. Insofar as this is required, he will obtain the necessary approvals from third parties. The user may transfer only such content to which he has the required rights of use, including the right to make it publicly accessible via the Internet. 

9.3  If hyperlinks are used, the user guarantees that he has the right to use a hyperlink placed by him on the online music platform on websites of third parties and that the-se websites meet the applicable legal requirements and preserve the rights of third parties. 

9.4  If the user later becomes aware of the fact that he does not have the required rights of use for his content or that the content is illegal, Soundslates Ltd must be notified thereof immediately.

9.5  The user indemnifies Soundslates Ltd completely against all claims of third parties (including those of other users), in particular against claims due to infringements of copyrights, brand rights, competitive rights, data protection and privacy and other protective rights as well as individual rights of third parties that could arise in conjunction with the registration and/or use of the online music platform and/or the content placed on the platform. The indemnification also applies to the costs of legal defense (including court and attorney fees). 

10. Contracts between users

10.1  The contracts concluded via the online music platform are concluded exclusively between the users as providers and customers. Soundslates Ltd herewith points out that it will not be a party to any of these contracts. 

10.2 
The users can design the contracts (e.g. with regard to working conditions, delivery periods, remediation of defects, ownership of rights, etc.) as they like. . 

10.3  The user declares (with effect concerning other users as well) that he consents to the following rules for his contracts with other users (unless otherwise agreed): The user grants to the customer the non-exclusive right, unrestricted with regard to location, time and subject matter, to use, process, publish and comprehensively exploit the created work as well as the corresponding recordings and the customer undertakes to pay the agreed price (which includes any applicable value-added tax). The court of jurisdiction for the contracts between the users is Zurich, Switzerland. Substantive Swiss law applies.

10.4  Soundslates Ltd can provide help with wording or forms for license agreements to the users. Soundslates Ltd is not liable for the accuracy or completeness of the license agreements offered.

10.5  Soundslates Ltd does not guarantee that users comply with the principles of good faith. In particular, Soundslates Ltd does not guarantee that users will fulfill their contractual obligations, which exist only in the contracts between themselves.

10.6  Soundslates Ltd reserves the right to delete offers which appear to be dubious or illegal.

12. Ratings

12.1  The online platform facilitates the rating of other users, in particular after the completion of a transaction. These ratings are not reviewed by Soundslates Ltd and can be inaccurate or misleading.

12.2  The user undertakes to refrain from posting any illegal or improper ratings and to refrain from abusing or manipulating the rating function (e.g. by posting inaccurate ratings or rating his own services).

12.3  Soundslates Ltd can regulate the removal, withdrawal and response to ratings in a set of rules or handle them according to its own discretion. 

13. Costs for users

13.1  The restricted access to use of the online music platform as part of the BASIC membership is free of charge for the user (see also section 4).

13.2  For unrestricted access to use of the online music platform as part of the PREMIUM members, the user pays a PREMIUM membership fee based on the term of use (see also section 5).

13.3  After conclusion of a contract between users, Soundslates Ltd as a trustee will levy a trustee fee as part of the payment process (see also section 11).

13.4  The user will pay any fees for his credit card or for the payments via the PayPal payment system.

14. Data protection & privacy

14.1  Soundslates Ltd will handle the personal data of the user in accordance with the provisions of Swiss data protection and privacy legislation. 

14.2  Soundslates Ltd can forward the personal data of the users to third parties or use them for other purposes. This applies particularly (but not exhaustively) when there is a legal obligation to pass the information to a third party or it is necessary to assert the rights of Soundslates Ltd, in particular to assert claims arising from the contractual relationship with the user.

15. Liability of Soundslates Ltd

15.1  Soundslates Ltd is liable only for damages arising from malicious or grossly negligent actions of Soundslates Ltd and for which they are responsible.

15.2  Soundslates Ltd is not liable for any of the following:

• Indirect damages, consequential damages, loss of profits or loss of data.
• Damage caused by computer viruses, spyware programs or other harmful computer programs.
• Damage caused by stoppage of operations, which can occur due to malfunctions of all kinds or which take place in order to remedy malfunctions, to perform maintenance or to introduce new technologies.
• Damage caused by auxiliary personnel while doing their jobs.
• Compliance with data protection and privacy laws on the websites of third parties which can be accessed via the placement of a hyperlink on the online music platform by a user.
• Damage caused by other users.

15.3 Liability of Soundslates Ltd due to compulsory statutory provisions remains reserved.

16. Concluding provisions

16.1  Soundslates Ltd has the right to change the present general terms and conditions of business at any time. Users will be informed of changes to the general terms and conditions of business by e-mail. The relevant applicable version of the general terms and conditions of business can be viewed and printed out at [insert hyperlink]. At the next visit to the online music platform, the user will be asked in the login area to agree to the use of the revised general terms and conditions of business.

16.2  All notifications of the user by Soundslates Ltd in accordance with the present general terms and conditions of business are deemed to have been delivered when Soundslates Ltd sends the notification by e-mail to the e-mail address provided by the user.

16.3  Should a provision of the general terms and conditions of business be or become legally invalid or void, the effectiveness of the remaining provisions of the general terms and conditions of business remains hereby unaffected. The invalid or void provision must be replaced with one that most closely resembles the intent and purpose of the invalid provision and the will of the contractual parties in a legally permissible form. This applies analogously to any loopholes that may be found in the general terms and conditions of business.

16.4  The licensing agreement (including the general terms and conditions of business) between the user and Soundslates Ltd as well as the use of the online music platform are subject to Swiss substantive law subject to exclusion of the provisions of international private law. The exclusive place of jurisdiction is the domicile of Soundslates Ltd. Soundslates  can also file suit against users in other jurisdic-tions prescribed by applicable law.

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