MyScoreStore.com

Terms of Agreement between MyScoreStore and Publishers

Version: 1.0

Date: 5 October 2007

The terms and conditions set forth in this agreement govern the contractual relationship between MyScoreStore (hereinafter referred to as "MSS") and registered users that publish digital content related to music on MSS' website in order to sell copies of it (hereinafter referred to as "publishers"). To save or print a copy of this agreement, please use your browsers' save or print command.

The agreement contains the following elements:

Introduction

Object of the agreement

MSS' obligations and rights

The publisher's obligations and rights

Content and use of the site

Privacy

Payment

User registration and information

Term and Termination

Liability

Proprietary rights

Miscellaneous

Governing Law and Jurisdiction

1. Introduction

MSS' website (hereinafter referred to as "site") is a tool to facilitate the exchange of information and knowledge regarding music worldwide over the internet. MSS provides a service to enable publishers to sell or distribute, and other people to purchase copies of digital content that may consist of information, data, text, music, photographs, graphics, messages or other materials related to music (hereinafter referred to as "content").

2. Object of the agreement

The publisher hereby appoints MSS as agent for the sale of copies of the content that the publisher uploads on the site. MSS is authorized by the publisher to close the sales contracts on behalf and in the name of the publisher. MSS acts as an agent in the name and on behalf of the publisher; the latter therefore remains contracting party to the purchaser/customer. The sale of the copies of the content will be effected online against payment by credit card as the only payment method accepted. The publisher hereby explicitly empowers and mandates MSS with the collection of the earnings resulting from these sales. MSS renders its services against payment of a fee.

MSS appreciates, though does not demand, that the content is exclusively sold or distributed on its site.

3. MSS' obligations and rights

MSS develops and maintains the site and provides the space on its site on which the publisher can upload his content according to the specifications given by MSS in this agreement and on the site. MSS makes no commitment, warranty or guarantee that the site will operate in a timely uninterrupted or error-free manner, or that the site will meet the publisher's purpose other than outlined in this agreement. MSS may modify features, availability, operation and/or look and feel of the site from time to time without notice to the publisher. MSS is not responsible for archiving or backing up uploaded content. MSS is not liable for any loss, damage or corruption of uploaded content.

MSS does not offer guarantees regarding the level of sales and revenue. It is not within MSS' duties to enhance uploaded content graphically, musically or in any other way. It is not within MSS' duties to verify, police or advice copyright requirements, although MSS will maintain an active policy supporting copyright law. Information to be found on the site regarding copyright, either from users or in articles written by MSS cannot be held as legally binding advice.

MSS is entitled to use the content for the purpose of selling or distributing copies of it on behalf and in the name of the publisher at a price set by the publisher during the online publishing process. By uploading his content on the site, the publisher grants that MSS may excerpt his content for the use in marketing materials and that MSS may make minor modifications to the content for technical reasons. Furthermore, MSS has the right but not the obligation to make back-up copies of the content.

MSS has the right, in its sole discretion, to refuse or take down any content uploaded on the site by the publisher, including, without limitation, in the event that the content is in breach with this agreement or otherwise objectionable e.g. considered inappropriate, illegal, offensive, potentially or actually harmful in any respect.

MSS shall properly collect the earnings resulting from sales of the copies of the content, book the publisher's share on his account with MSS and disburse according to §7 of this agreement.

4. The publisher's obligations and rights

The publisher owes MSS the fee according to §7 on each sale of content.

The publisher ensures that he is fully entitled to publish the content worldwide in compliance with all applicable law, in particular copyright and commercial law, and that the content complies with all requirements set forth in this agreement. When uploading content, the publisher must furnish a description of it as well as other relevant data as requested by MSS in order to provide the potential purchaser/customer with the necessary information. He ensures to provide content and descriptions truthfully. The publisher must upload his content in a format as specified by MSS on the site which is unlikely to cause difficulties for customers' printing.

The publisher is obliged to respond promptly and truthfully to information requests from MSS in general and in particular regarding potential copyright issues.

The publisher ensures to comply with any applicable tax law.

The publisher is fully responsible for the payment of any royalties to third parties, including but not limited to rights collection agencies, in connection with the content.

5. Content and use of the site

By uploading content to the site the publisher represents and warrants, at all times during the terms of this agreement, that the content:

a. Is owned by the publisher or, to the extent owned by somebody else, that the publisher is entitled by the owner to publish and sell copies of the content to customers worldwide and that entering into this agreement does not conflict with any arrangements or agreements between the publisher and any other person or entity;

b. Does not contain any personal data about any individual other than the publisher unless explicitly agreed by this individual;

c. Does not violate any copyright, trademark, trade secret or other intellectual property right of any third party;

d. Does not invade any individual's right of privacy or publicity;

e. Does not contain material that is unlawful, obscene, defamatory, pornographic, indecent, lewd, harassing, threatening, harmful, invasive of privacy or publicity rights, abusive, inflammatory, or otherwise objectionable;

f. Does not include malicious code, which includes, without limitation, viruses, Trojan horses, worms, time bombs, cancel-bots, or any other computer programming routines that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, data, or personal information (including personal data);

g. Does not break the law, facilitate the breaking of the law, or violate any applicable regulation;

h. Does not offer or disseminate fraudulent goods, services, schemes, or promotions, or promote domain names, URLs, or hyperlinks that constitute commercial content such as that found in advertising, promotions, or solicitations;

i. Does not promote any competing products;

In case MSS is notified or finds a potential violation of copyrights or any of the regulations set forth in this agreement, the content involved is taken down from the site.

The publisher is solely responsible for any content he uploads on the site. He agrees not to hold MSS responsible for any inadvertent damage or damage of the content.

6. Privacy

See MSS' privacy policy for a full description applicable to all visitors to the site.

Specifically to publishers, MSS notes that bank details, required during registration, and used to pay out earnings from sales, are never to be made public.

As described in this document, the publisher remains contracting party to the purchaser/customer. Therefore your contact details will be disclosed.

7. Payment

For every sale of a copy of the content uploaded by the publisher, MSS shall receive a fee of 20% of the net sales price defined by the publisher, plus VAT where applicable. MSS will deduct this fee from the sales price collected by MSS. The rest, i.e. the publisher's share, will be booked on the publisher's bank account.

For example, if the publisher defines the price at which he wishes to sell content at €10, the distribution of revenue is as follows:

Catalogue Price: €10

(net price defined by the publisher, payable by the customer)

MyScoreStore fee: €2

(20%; plus VAT where applicable)

Publisher's share: €8

MSS' fee and publisher's share are only owed on sales that are not rescinded by the purchaser and for which payment actually has been effected.

The amount of revenue the publisher is owed will be visible in his account, on the "My Sales" information tab of the site. MSS aims to pay out revenue owed to the publisher quarterly. Calendar quarters and pay out goals are defined as follows:

Quarter 1: 1 January - 31 March (payout 1st week April)

Quarter 2: 1 April - 30 June (payout 1st week July)

Quarter 3: 1 July - 30 September (payout 1st week October)

Quarter 4: 1 October - 31 December (payout 1st week January)

Money is transferred into the bank account specified by the publisher. Bank charges are for the account holder. MSS will make a good faith effort to pay the publisher according specified goals, but no later than 45 days following the end of the calendar quarter.

All payments are made in Euro. In case the receivable at payout is less than €100, payment is postponed / rolled forward until the next payment-cycle and at the latest until the last payment-cycle in the calendar-year; provided the receivable exceeds applicable bank charges.

It is the publisher's responsibility to provide correct contact information and bank details and to update them if they change. If the publisher's account is inactive or terminated and MSS cannot contact the publisher, MSS has no obligation to do any other enquiries or make any other efforts. MSS may deduct all expenses incurred due to incorrect or out-of-use bank details from the unpaid publisher revenue.

MSS is not responsible for the publisher's tax requirements resulting from or related to income generated with MSS. The publisher is responsible being aware of his own tax requirements, collecting the information he requires, filing, and paying his taxes.

8. User registration and information

It is the users' responsibility to provide MyScoreStore correct and complete personal- and bank details and any necessary updates to these.

You will have the opportunity to create a user name ("ID") and password during the registration process. You are solely responsible in all respects for:

a. All use of the site made using your ID and password;

b. Maintaining the confidentiality of your ID and password.

Sharing ID and password is not allowed. Only one individual may access the site at the same time using the same ID and password. You agree to notify MyScoreStore immediately of any unauthorised use of your ID, password, or any other breach of security regarding the site of which you are aware.

9. Term and Termination

This agreement shall take effect upon agreement of the publisher and shall remain in effect for an indefinite period of time unless terminated by one of the parties according to this agreement.

During the term of this agreement, the publisher can take down his content from the site at any time. After taking down the content from the site, it will no longer be available or visible to other visitors to the site. Content retained in MSS' archives or backups is not intended for publication and may remain available on the site to users who have purchased that content.

This agreement can be terminated by either party observing a notice period of one month prior to the end of the following month during the first year of contract or observing a notice period of two months prior to the end of a quarter of a calendar year starting from the second year of contract or at any time for valid reasons without observing a notice period. Requests to terminate this agreement by the publisher need to be made in writing (signed) and send to:

MyScoreStore

Customer Service

Birchstrasse 183a

8050 Zurich

Switzerland

Upon termination of this agreement all content still uploaded is to be taken down from the site by MSS. MSS may keep content in its archives or backups, keep it available to customers who have purchased that content, but not use it in its on-line catalogue. The outstanding receivable will be settled during the first quarterly payment cycle following the termination request. Personal data is maintained for as long as it is reasonably required to fulfil the purpose for which it was collected.

All provisions of this agreement related to payment, commissions, fess, disclaimers, limitations of liability, indemnification, confidentiality, and proprietary right shall survive termination.

10. Liability

MSS will provide all services under this agreement by using reasonable skill and care. Except as expressly set out in this agreement, MSS does not enter into any conditions, warranties, or other terms in relation to the services set out in this agreement. In particular, but without limitation, MSS does not guarantee that the services will be uninterrupted or error free although MSS shall use their reasonable endeavours to correct any reported faults within reasonable time.

Except for damages caused intentionally or through gross negligence, MSS shall not be liable to the publisher for any damages.

MSS shall not be liable for pecuniary loss and / or consequential damage. The liability of MSS for employees and assigned third / auxiliary persons is excluded (according to article 101 paragraph 2 of the Swiss Code of Obligations).

MSS shall not be liable for damages caused by force majeure, fault of a third party, by the publisher's own fault or the fault of his employees or assigned third / auxiliary persons.

The publisher agrees to indemnify, defend and hold MSS, its employees and assigned third / auxiliary persons as well as the customers / purchasers harmless from any and all damages (direct, indirect and consequential) and costs, including without limitation legal fees, arising out of or related to a violation or an alleged violation of this agreement by the publisher.

11. Proprietary rights

MSS is the owner of all intellectual property rights, including all copyrights, patents, and trademarks, associated with the site, with all rights reserved, exclusive of content provided by third parties.

All copyright, patent, trademark, and other intellectual property-related notices must remain affixed to any materials downloaded from the site.

12. Miscellaneous

Every provision of this agreement is intended to be severable. If any section of this agreement is found to be invalid or unenforceable, then such section will be deemed amended and interpreted, if possible, in a way that renders it enforceable. If such an interpretation is not possible, then the section will be deemed removed from this agreement and the rest of this agreement will remain in full force and effect.

As far as not explicitly stipulated otherwise in this agreement, all notices, requests and other communications under this agreement must be made in writing or by e-mail message.

MSS may assign its rights and delegate its duties under this agreement to any third party. The publisher may not assign or sub-license his rights or delegate or sub-contract his obligations under this agreement without prior consent of MSS.

MSS may change the terms in this agreement from time to time. MSS will give the publisher notice of any changes observing the notice period for termination of the agreement according to §9 before they take effect. The publisher can then terminate this agreement within 14 days of receiving such notice to the date the changes take effect.

13. Governing Law and Jurisdiction

This agreement shall exclusively be governed by Swiss Law. Any dispute out of or in connection with this agreement which cannot be amicably settled shall be submitted to the exclusive jurisdiction of the competent courts of Zurich (Switzerland).

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  Beach Party ...

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  Nacht Und Tr...

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