General Terms and Conditions

scope

1.1

Music Sculptor GmbH, Offenbachstr. 5, 53859 Niederkassel, Germany, phone: +49 2208 9095995,

(hereinafter referred to as "Operator") operates the online Music Library / platform by the name "Music Sculptor", which is available at the URL www.musicsculptor.com (hereinafter referred to as "Platform"). Users may for trial research through music productions and musical works (hereinafter referred to as "Music") provided by Platform, listen to streams, download Music in mp3 or wav format and license Music for commercial exploitation.

1.2

Users of Platform (hereinafter referred to as "User") may only be entrepreneurs whereas the use of Platform by consumers requires a separate agreement with Operator. Entrepreneur in this respect is any natural or legal person or partnership with legal personality, who or which when en-tering into a legal transaction acts in exercise of his or its trade, business or profession (for example, broadcasters, film production companies, editors, authors, directors, music supervisors, film composers).

1.3

These terms and conditions govern the relationship between Operator and User. User accepts these terms and conditions in their up-to-date version by using the portal. Deviating regulations from these conditions, in particular any terms and conditions of User, are hereby contradicted, unless the parties have explicitly agreed otherwise by mutual agreement.

USE OF THE PLATFORM BY USER

2.1

User may search and select Music in a database using Platform provided by Operator.

2.2

Operator allows User to listen to Music by streaming free of charge using the provided music player.

2.3

If User believes that Music is suitable for his intended use, User shall be entitled to download Music in mp3 or wav format free of charge from the Platform. In this case, User shall only be allowed to test the Music on a trial basis for the intended use (e.g. by synchronising Music to a film on trial basis). However, Users is prohibited from using Music commercially or making Music available to the public in any other way.

2.4

If User wishes to use the respective Music commercially or make it publicly available otherwise, User may acquire a corresponding license in accordance with the provisions of Section 3.

MUSIC LICENSING

3.1

Use of the Music in in-house and/or commissioned productions of television and radio broadcast-ers who have concluded a framework agreement with the respective collecting society:

Any use of Music is subject to User’s or its licensee’s timely notification to and license from the respective collecting society. Within the scope of the use licensed by the respective collecting society regarding any in-house and / or commissioned productions by such broadcaster, no addi-tional license by Operator is required in this respect. The corresponding notification to the respective collecting society must contain the following information:

1.	Name of the work	Name of the track
2.	Composer(s)	John Doe
3.	Publisher/label	Music Sculptor GmbH/Music Sculptor
4.	LC number	57986
5.	Number of the album	MSC1
6.	Name of the album	Facts First
7.	Duration of music use	100 seconds or 01 min and 40 sec

If the respective production shall be used beyond the scope of license granted by the respective collecting society for any in-house and / or commissioned productions by such broadcaster, User must request an additional license pursuant to Sec. Para. 3.2. The same applies to any use in countries in which there is no corresponding framework agreement between broadcasters and the respective collecting societies.

3.2

Other use of the Music (e.g., in commercials, movies, corporate videos, trailers or on websites, Youtube, Facebook, Instagram, games and other media)

For any other use (not covered under section 3.1), User must complete the license request, which can be retrieved under the URL www.musicsculptor.com/licensing , and forward it elec-tronically to Operator. On the basis of the license request, Operator then creates a license offer in the form of an invoice. User accepts the license offer in due time by timely payment of the license fee stated in the invoice. However, such licensing always requires that User notifies the respective collecting society in good time before the corresponding use and must acquire any additional li-censing rights, insofar as these cannot be granted directly by Operator, in good time before use [i.e. if User synchronises Music to a film and therefore must acquire a so-called "sync-license", User or its licensees is/are obliged to also license the performing and broadcasting rights from the respective collecting society (for instance from GEMA for the requested use in Germany)];

3.3

Grundsätzlich werden sämtliche Lizenzen von Betreiber zeitlich unbeschränkt vergeben. Die weiteren Nutzungsbedingungen werden in der vorgenannten Rechnung aufgeführt.

3.4

Nicht Gegenstand der Lizenzierung durch Betreiber sind sämtliche von einer Verwertungsgesellschaft (z.B. GEMA, GVL) wahrgenommenen Rechte.

LICENSE PRICE LIST / SCOPE OF RIGHTS

4.1

Operator may provide User with a price list under the URL www.musicsculptor.com/pricelist .

4.2

A specific scope of rights is assigned to each license rate set out in the price list. User acquires a corresponding right of use only after timely payment of the respective license rate.

LIMITATION OF LIABILITY TO ENTREPRENEURS AND AVAILABILITY

5.1

Claims for damages are excluded. Exceptions to this are claims for damages arising from injury to life, body, health or from the violation of essential contractual obligations as well as liability for other damages that are based on an intentional or grossly negligent breach of duty by Operator. Essential contractual obligations are those whose fulfilment is necessary to achieve the purpose of the respective agreement. In the event of a breach of essential contractual obligations, Operator may only be liable for the contractually typical, foreseeable damage, if this was caused by a simple negligence, unless it concerns claims for damages due to injury to life, body or health. The afore-mentioned limitation of liability shall also apply in favor of the legal representatives of Operator or persons whom Operator uses to perform its contractual obligation insofar as claims are asserted directly against them.

5.2

User has not right to uninterrupted availability of Platform. In exceptional cases, temporary downtimes and unavailability may occur, for example due to maintenance or malfunctions at the hosting partners of Operator, due to causes in the sphere of User or for other reasons beyond the control of Operator.

SANCTIONS IN CASE OF VIOLATIONS

Operator shall be entitled at any time in case of concrete evidence of User’s misuse of the Platform or the use of the Music in question, against the terms of use or other rights:

To notify and urge User to stop violations immediately
To exclude User temporarily or permanently from use

When choosing a sanction, Operator shall consider the gravity of the alleged infringement, the legitimate interests of User, Operator’s liability risks and the interests of any third parties (such as claimants). Further compensation claims by Operator towards User shall remain unaffected.

DATA PROTECTION

7.1

In dealing with personal data of User, Operator adheres to all provisions of the General Data Pro-tection Regulation (GDPR), the Federal Data Protection Act (BDSG-NEU) and the Telemedia Act (TMA). Operator is entitled to collect, process and use all data relating to the business relationship with User in compliance with these laws.

7.2

To learn more about the type, scope, location and purpose of the collection, processing and use of personal data required for the use of the Platform, please see Operator's privacy policy at www.musicsculptor.com/privacy-policy .

LAW, JURISDICATION

8.1

To the extent permitted by law, German law applies to the exclusion of the UN Sales Convention (CISG). Mandatory provisions of the state in which User have their habitual residence remain unaffected.

8.2

To the extent permitted by law, the place of jurisdiction for any disputes between the parties is the company headquarters of Operator.

Statement regarding AI

9.1

Responsibly produced AI tools have significant potential for the musicsector. The rights of all those involved in creating and distributing music must be respected and licensed specifically in advance.

9.2

Without prejudice to any prior rights reservations, Music Sculptor GmbH hereby expressly reaffirms that its rights are fully reserved as set out below. We reaffirm that:

9.3

Any past, present or future use of any of the works or content owned or controlled by Music Sculptor GmbH (including recordings, audiovisual recordings, compositions, lyrics, artwork, images, data, metadata, etc.) for the purpose of reproducing, performing, distributing, linking to or ingesting, machine learning or any AI training, development or commercialisation of AI systems, tools or technology, web scraping, ripping, recording, altering, making extracts or derivatives, crawling, text or data mining or similar purposes, and by any means (including by automated means), is prohibited, except as specifically and explicitly authorised by Music Sculptor GmbH in advance.

9.4

In the absence of an express advance licence permitting the above uses, we expressly reserve our rights in respect of the use of Music Sculptor GmbH content, including without limitation under Article 4 of the EU Directive 2019/70/EC or similar laws in other jurisdictions (to the extent that this Article would apply to the above uses, an interpretation we do not agree with). Our reservation applies to all content owned or controlled by Music Sculptor GmbH, now or in the future, including where this content may be identified through publicly available means.

9.5

We will take the necessary steps to prevent the infringement of our rights. Please contact us as regards any licensing requests: [email protected].

August 2018