User Agreement

AVLOOPS USER AGREEMENT

The following User Agreement ("User Agreement") governs the contractual relationship between AVLoops GmbH, Wiener Str. 18, 10999 Berlin, (“we”, “us” and possessives thereof) and all users (“you”) of the AVLoops online marketplace offered via the website www.avloops.com (“Service”).

FUNDAMENTALS

This User Agreement governs any use of our Service exclusively. Conflicting, deviating or supplementary terms and conditions shall not become part of this agreement, whether we object expressly or not.

Our Service allows users to submit and upload a variety of their works including, but not limited to, film, stock video, music, music video, sound effects, static artwork, animation, Gif animation, project templates, plugins, and original works of digital art, whether generated optically, electronically, digitally or by any other means or in any media or other material (any and all of such works that are uploaded to the Service or otherwise submitted to us, individually and collectively, “Content”) in order to offer downloads and licenses of use for this Content to other users of our Service.

You may use our Service as a Seller offering Content (“Seller”) and/or as a Buyer purchasing Content (“Buyer”; Sellers and Buyers are hereinafter collectively referred to as "Users"). With our Service we provide a platform for the exchange of Content and the corresponding conclusion of standardized license agreements. We pass on the license offers made by Sellers without making any changes or alterations thereto. Any Seller offers the standard licenses as set forth in Section 5 for his Content. Any license agreement will be concluded directly by and between the Seller and the Buyer through our intermediation.

Regarding the licensing of Content via our service all Sellers engage us for the settlement of royalty payments. In order to register as a Seller and receive royalty payments you need an account with online payment service provider PayPal. Further information on the settlement of payments is provided under http://www.avloops.com/faq. 

REGISTRATION

The use of our Service requires your registration. To register you must create a personal user account and agree with the present User Agreement and data policy. To create your user account you may use the social logins supported by us (e.g., Facebook, Google+). Upon your registration this User Agreement enters into effect. We are under no obligation to allow for your registration with the Service and/or to conclude the User Agreement with you.

The registration with the Service and creation of a user account is free of charge. If you use your user account to license Content for a royalty via our Service a commission according to Section  REF _Ref353036857 \h 7.1.4 will become due.

We permit registration only for legal entities or individuals of full legal age. The registration for a legal entity is only permissible if the registrant has power of attorney.

The data you provide to us during the registration process must be complete and accurate. In case the provided data changes after the registration, you shall provide the accurate data to us promptly by correcting it within in your user account.

We will send you a confirmation e-mail as soon as you have completed your registration with our Service.

You agree to treat your personal login data (e.g., user ID, email address, password) entered during the registration process confidential and protect it against third party access. You are responsible for all acts or omissions that occur under your login data. You shall notify us and change your login data immediately in the event that:

your login data is lost, stolen, or if the confidentiality of your login data has been compromised in any way;

the authority or employment of any person provided with your login data on your behalf has been or is about to be terminated;

you learn about a possible or actual unauthorized access to and/or use of your personal user account.

Your user account is not transferable.

 

CONCLUSION OF LICENSING AGREEMENTS

The Sellers will publish binding offers for their content in our Service. By clicking the "Purchase" button, Buyers shall declare their acceptance of a Seller's offer and accept the terms of the respective license agreement. We will receive the Buyers declaration of acceptance on behalf of the Seller. Upon our receipt the License Agreement is directly concluded by and between Seller and Buyer.

We will confirm any purchase with an automatic e-mail to Buyer and Seller.

CONTENT OF LICENSE OFFER

The Content offered on our Service is protected by copyright in Germany and abroad by the German Copyright Act (Urheberrechtsgesetz, UrhG), international contracts, and other governing laws. Buyers receive a license to use the Content in accordance with the terms of the Standard Licenses provided hereinafter.

Sellers shall offer all Standard Licenses (see Sec.  REF _Ref353037448 \h 4.6) for the each Content they upload. As an exception, preview or sample Content that is marked as such may be offered only under the Private License.

Any use of the Content that is not permitted by the Standard Licenses requires a separate individual license to be acquired from the Seller.

Sellers grant to the Buyers upon payment of the full royalty a non-exclusive right, that may not be transferred to third parties or sub-licensed, to use the Content worldwide, in perpetuity for the purposes defined in the respective Standard License purchased by the Buyer.

Once the license fees have been paid in full, Buyers acquire, subject to the provisions set out in number  REF _Ref353037448 \h 4.6, a basic, non-exclusive, non-transferrable, non-sublicensable right to use the Content without restriction as to time and place for the purposes defined in the respective Standard License.

The Buyer may choose between the two following Standard Licenses for the Content offered via our Service:

The Personal License:

Under the Personal License the Buyer acquires the right to use the Content for private, non-commercial purposes only, and to reproduce it to the extent required for such use. Any use beyond this scope and, in particular, the physical distribution and making available to the public (e.g. on the Internet) of the Content or any copies or arrangements thereof is not permitted. 

b.    The Commercial License:

Under the Commercial License the Buyer acquires all rights granted under the Personal license as well as the following additional rights:

the right to use the Content also for commercial purposes (e.g., for advertising, commercials, music video, film, TV program, live tour package, theater);

the right to alter or rearrange the Content and to make copies of such rearranged Content;

the right to exhibit and to communicate, in particular, to make the Content and any arrangements thereof available on the Internet;

The Commercial License is granted under the condition that the Buyer’s and each represented client’s (musician, agency, company) net income is less than EUR 100,000 per year.

Expressly excluded, is the right to physical distribution (including, but not limited to, printouts of the Content or providing it for download by third parties; in contrast, a mere streaming on the Buyers own website is permissible).

The Buyer shall attach the following copyright notice to all copies of the Content: 

"© Seller’s name or user name, AVLoops, year"

The inclusion of the Content or copies thereof in commercial or non-commercial collections, archives or databases of the Buyer or any third party is not permitted, in particular, posting in online portals that compete with the Service or pursue similar goals. The Buyer is not permitted to reproduce Content or parts thereof for the purposes of resale as a stand-alone product or relicensing, either in their original form or as an adaptation thereof (edited, newly arranged, cover version, etc.).

The Seller may revoke the rights to use for cause. Cause shall exist, in particular, if the Buyer is in default with its payment or violates the rights to use granted. Upon revocation of the rights to use by the Seller, the Buyer shall delete all copies of the Content. If requested by the Seller or by us, the Buyer shall confirm the full return and/or deletion in writing.

All licensed Content may only be used for legitimate purposes. Usage that contravenes the laws of the Federal Republic of Germany, the European Union, or is harmful to the public order or to public morality is not allowed. In particular, the following purposes shall be excluded:

use as a trademark, business sign or content title or any part thereof,

use in connection with slanderous, libellous, defamatory, pornographic, religious and/or party political purposes,

use in connection with the glorification of violence and racial hatred or – with regard to Content covers – in violation of the laws protecting young people,

use of pictures showing persons without their prior express consent, insofar as these persons are not merely incidental to the subject of the photo.

The Seller may grant the Buyer further or deviating rights under a separate agreement between the respective parties. However, we will not accept any responsibility in this respect, in particular, not for the negotiation of the contract or the collection of royalties.

SERVICES TO BE RENDERED BY AVLOOPS

We will make the Service described herein available to our Users and act as an intermediary in the negotiation of license agreements between Sellers and Buyers. We reserve the right to make the use of our Service and/or the scope of use concerning individual features contingent on certain requirements (e.g. accuracy of registration data etc.).

Since we have no influence on the operability of the Internet, we may not warrant that the Service will be available without interruption. We may temporarily restrict the access to the Service, if this is required, e.g. due to capacity limits, the safety or integrity of the hardware used by us or any data stored by it, or for the purpose of maintenance Content, and if this serves the proper or improved service of the Portal. We shall inform the user of scheduled maintenance Content via the website.

Following the conclusion of a license agreement by and between a Seller and a Buyer, we enable the Buyer to promptly download the licensed Content. We will pass on the Content to the Buyer without making any changes or alterations to it. Therefore, only the Seller and not AVLoops is responsible for format, content and quality of a Content.

We may reject Content uploaded by a Seller without giving reasons or subsequently delete it from the Service at our own discretion. In the event that we reject the uploading of specific or all Content by a Seller, we shall delete all copies of the rejected Content that we may have in our possession.

Content that has been successfully licensed will remain available to the Buyer who acquired such license via our Service during the agreed download period.

SPECIAL TERMS FOR BUYERS

The following terms of this Section  REF _Ref353036111 \h 6 apply only in case you use our Service to buy content.

ROYALTIES; PAYMENTS; PRICES

The applicable prices for Content are those indicated during the order process and stated on the website at the time of the order. The prices are determined by the Seller of the Content. Sellers may offer licenses for their Content royalty free or demand a royalty payment.

The prices shown on the website for the Content are the final prices, including value added tax, if applicable, transaction fees of payment service providers, if applicable, and other price components.

The royalties indicated in the Service shall become due and payable upon your purchase of the Content. We will collect the royalties due for any Content on behalf of the Seller. You pay the royalties indicated for the Content to the Seller through our Service.

Content is provided upon payment in advance. We accept the payment systems stated on the order page, most notably credit cards and PayPal. As a rule, payment is collected by the particular service provider authorized to do so for the payment process. If in any given situation the authorized service provider incorporates its own terms and conditions, they will apply in addition to our User Agreement. 

The Seller is responsible for the issuance of invoices. We will not issue invoices on behalf of the Seller. If you require an invoice for the purchase of any Content you shall contact the Seller directly. If you can not reach the Seller, you may inform us under support@AVLoops.com and we will try to connect you with the Seller.

 

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RIGHT OF WITHDRAWAL 

If you are a consumer and buy Content via our Service from a Seller you have the following right of withdrawal. AVLoops will receive your withdrawal on behalf of the Seller:

Model instructions on withdrawal

Right of withdrawal

You have the right to withdraw from this contract within 14 days without giving any reason.

The withdrawal period will expire after 14 days from the day of the conclusion of the contract.

To exercise the right of withdrawal, you must inform us (AVLoops GmbH, Wiener Str. 18, 10999 Berlin, +49 157-51931855 support@AVLoops.com) of your decision to withdraw from this contract by an unequivocal statement (e.g. a letter sent by post, fax or e-mail). You may use the attached model withdrawal form, but it is not obligatory.

To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the withdrawal period has expired.

Effects of withdrawal

If you withdraw from this contract, we shall reimburse to you all payments received from you, including the costs of delivery (with the exception of the supplementary costs resulting from your choice of a type of delivery other than the least expensive type of standard delivery offered by us), without undue delay and in any event not later than 14 days from the day on which we are informed about your decision to withdraw from this contract. We will carry out such reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of such reimbursement.

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Model withdrawal form

- To AVLoops GmbH, Wiener Str. 18, 10999 Berlin, support@AVLoops.com:

- I/We (*) hereby give notice that I/We (*) withdraw from my/our (*) contract of sale of the following goods (*)/for the provision of the following service (*),

- Ordered on (*)/received on (*),

- Name of consumer(s),

- Address of consumer(s),

- Signature of consumer(s) (only if this form is notified on paper),

- Date

_____

(*) Delete as appropriate

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SPECIAL TERMS FOR SELLERS

The following terms of this Section  REF _Ref354420661 \h 7 apply only if you use our Service to sell Content.

PRICING; COMMISSIONS; PAYMENTS 

You can determine the price payable for your Content by selecting one of our fixed pricing options. The price determined will be indicated to all Users in the Service.

You may offer licenses for your Content royalty free or demand a royalty payment. Currently, you can choose between the following five (5) fixed pricing options for Personal Licenses:

(1.) EUR 0,- / Content (royalty free);
(2.) EUR 1,- / Content;
(3.) EUR 2,- / Content;
(4.) EUR 3,- / Content;
(5.) EUR 4,- / Content.

We reserve the right to adjust the fixed royalty options at any time and without stating reasons.

The price for any Commercial License will be set automatically at 10 times the price you choose for the respective Content’s Personal License.

We charge a commission for any Content sold by you via our Service. Our commission amounts to 20% of the sold Content’s price (excl. VAT if applicable). If the Content is offered royalty free we do not charge a commission.

You hereby authorize us to receive the payments due for the Content from the Buyer following the conclusion of a license agreement.

We will issue a reminder in the event that the Buyer is in default with its payment. In the event that the Buyer should make claims under a buyer protection policy (e.g. with PayPal), we will make a log file of the respective download available to you. We are under no obligation to enforce the payment of outstanding amounts due to you in court or outside court.

We will transfer all payments received  – less our commission and the transaction fees of PayPal for the payout – to your PayPal account. All payments by Buyers as well as the respective amounts of our commission and the transaction fees will be visible to you within your user account.

You may view a current computation of the turnover earned from royalties on the Service at any time. We will pay out the credit balance less the commission due to us and the transaction fees of the service provider for electronic payment services as soon as the credit balance exceeds the amount of € 50.00. The payment will be effected by the beginning of the following month. To reduce the transaction fees payable by you amounts below this threshold will only be paid out to you if you terminate this User Agreement or requests a payment in writing (email or facsimile shall suffice). The payment of credit balances will be handled through the online payment service provider.

The statutory value added tax, as applicable, will be added to the amounts payable. Invoices for commissions and fees, if any, will only be issued by us upon the user’s request and following receipt of the fee, if any, set forth on the website (during a maximum period of six (6) months from the due date).

You are responsible for the issuance of accurate invoices to the Buyers of your Content. We will not issue any invoices on your behalf. Buyers requesting invoices will contact you directly. 

DUTIES OF THE SELLER

You shall send to us the Content which you choose to offer via the Service at your own cost and risk in digital form and in the format indicated by using the upload process provided on the Service ("Upload"). Prior to the Upload you shall check the files for malware using an up to date antivirus protection software.

As part of the Upload, you shall enter the name of the respective author (or a pseudonym chosen by the author: "user name"), the title, and a description of the Content. The Content will then be listed in one or several categories on our Service according to the information provided by you. We reserve the right to subsequently correct at our own discretion the classification and the description of the Content provided by you.

You hereby grant us a non–exclusive, indefinite and worldwide right to use your Content, royalty–free to offer it on the Service and to perform the obligations of the license agreements you enter with the Buyer. This shall include, but is not limited to the right to reproduce, distribute, publish, broadcast, and communicate, and the use of the Content for the purpose of promoting our Service in all media (including but not limited to TV, Radio, Internet, print media etc).

In case any Content shows persons who are clearly identifiable, the Seller shall obtain the prior written consent of the depicted persons or their guardians to the unrestricted use regarding all kinds of use granted in Section  REF _Ref354420803 \h 4. The same applies accordingly to any Content photographed, filmed or recorded indoors, e.g., private homes or museums, churches, etc. or depicting privately owned buildings, unless these are permanently located adjacent to public ways, streets, or squares. In this case, the consent of the holder of the right to guard the sanctity of the home ("Hausrechtsinhaber") and/or homeowner will have to be provided. Regarding all Content for which the Seller requires the aforementioned consent, we reserve the right to demand a written consent form for verification purposes.

UNLAWFUL CONTENT; THIRD PARTY RIGHTS; IMPERMISSIBLE COMMENTS

You are not allowed to offer Content if the offering, licensing, or acquisition of the same infringes on third party rights (e.g. copyrights, industrial property rights etc.), violates applicable law or is unethical (e.g. pornography and Content harmful to young persons, Content containing signs or symbols of unconstitutional organisations etc.). The Seller assumes sole responsibility for the Content offered. We reserve the right to delete any Content if there is evidence indicating that the Content violates applicable law or the present User Agreement.

You warrant that you have full ownership or necessary licenses of and to any and all copyrights or third party rights in the Content itself and in pre–existing Content that is required for the contractual use (i.e. the contractual relationship with us and the license agreement with the Buyer) of the Content by us and the Buyer. You warrant that the Content is free from third party proprietary rights and that no other rights preclude or restrict the contractual use of Content by the Buyer. Upon request, the you shall provide us with sufficient information and/or evidence stating that the Content is free from third party rights.

We have the right not to publish all or specific Content on our Service or to temporarily or permanently exclude you from offering Content, or to suspend your account, if you fail to provide the information or the evidence requested or if there are other reasons giving rise to justified doubt as to your ownership of rights or the lawfulness of the Content posted by you.

You represent that you are the only party authorized to dispose of the rights to use described in the User Agreement and that you have not made any other arrangements conflicting with the rights granted under this User Agreement. You have to verify this requirement, in particular, if you have concluded a collection agreement with a domestic or foreign copyright collecting society or agency. Eventually incidental payments due to copyright collecting organizations shall be paid directly by you. Agreements with such organizations shall have no implications on us or the Buyer. This paragraph also applies if you use Content of third parties in a compound Content (e.g. background music in video Content). You shall acquire all necessary rights to use such Content of third parties. If the Seller fails to comply with this obligation and a third party or collecting society or agency asserts claims against us you shall hold us harmless (see Section  REF _Ref353037061 \h 8). 

The preceding paragraphs shall apply accordingly in the event of impermissible (e.g., offending) comments by you.

INDEMNIFICATION

You agree to indemnify and hold us harmless from and against all claims (incl. attorneys’ fees) or liability asserted against us by other users or other third parties in connection with an infringement on or violation of their rights by Content uploaded by you to the Service or due to any other breach by you of any term of the User Agreement.

LIMITATION OF LIABILITY

We shall be fully liable for damages in case of intent and gross negligence.

We shall not be liable for damages in case of slight negligence, except if such damages result from injuries to life, body or health, if a guarantee was issued regarding a certain guaranteed quality or if claims under the Product Liability Act are affected. Our liability shall be unaffected in any case of breach of a contractual duty that is of such material importance (1.) that its proper fulfillment is essential for the the purpose of the agreement and (2.) that the User may therefore rely on our compliance with it.

To the extent permitted by law, we shall not be liable for any lack of commercial success, lost profits and indirect damages and our liability in accordance with the above Sections shall be limited to the typical, foreseeable damages.

Online Dispute Resolution

Online dispute resolution pursuant to Art. 14 (1) of the “Regulation on online dispute resolution for customer disputes”: The European Commission provides a platform for online dispute resolution (ODR), which you can find at http://ec.europa.eu/consumers/odr/. We are not under any obligation and are not prepared to take part in dispute resolution processes before a consumer dispute resolution panel.

TERM; TERMINATION

This User Agreement is concluded for an indefinite term.

You may terminate the User Agreement with us at any time and without giving reasons or prior notice by simply deleting your user account within its settings (during beta phase by sending a notification to support@AVLoops.com). The termination of the User Agreement and the contractual relationship with us does not affect the license agreements you concluded via the Service prior to the date of your termination.

We may terminate the User Agreement with you any time and without stating reasons providing 14 days prior notice. 

Yours and our right to terminate the agreement prematurely for cause remains unaffected. In particular, from our perspective, cause shall exist if you violate your contractual obligations set forth in the present User Agreement.

In case you have used our Service as a Seller before terminating this User Agreement, we will pay out your credit balance (less any commission payable to us and any transaction fees payable to the respective service provider for electronic payment services used), if any, within thirty (30) days. All Content created by you and stored on the Service will be removed permanently from our Service immediately.

Notwithstanding the preceding provisions of this Section  REF _Ref353037027 \h 10, we reserve the right to discontinue the Service in whole or in part or individual features and functions thereof without prior notice. In case the Service is discontinued the provisions set forth in Section 10.5 shall apply accordingly. 

MISCELLANEOUS PROVISIONS

We reserve the right to change this User Agreement at any time without stating a reason. The amended provisions shall be sent to you by e-mail not later than (4) four weeks before they enter into force. Should you not object to the validity of the new User Agreement within a period of four weeks after receipt of the e-mail, the amended User Agreement shall be deemed accepted. In the e-mail, we shall separately point out to you the possibility of objection and the significance of the four-week period.

This User Agreement shall be governed by and construed in accordance with the laws of Germany without regard to its choice of law provisions. The United Nations Convention on International Sale of Goods (CISG) shall not apply.

Place of jurisdiction shall be Berlin, to the extent that you are a merchant or are treated as such under the German Trade Code or have your place of residence abroad. We reserve the right to bring an action against you at your place of jurisdiction.