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This page contains our Standard Terms and the Licence Agreement. Both our Standard Terms and the Licence Agreement are integral parts of and conditions for using bluevalley music.

 

Standard Terms   Flagge Deutschland

 

 

§ 1

Within the scope of the chosen licence, licensor bluevalley allows the contracting party (licensee and user) to use copyrighted music tracks that are not managed by collecting societies (GEMA, AKM, SUISA, and GVL “royalty free” music).

 

The Parties' mutual obligations are defined by the terms of the chosen licence, the Licence Agreement, and the following provisions of these Standard Terms.

 

No licence contract is brought about unless the licensee has expressly consented to the provisions of both the Licence Agreement and these Standard Terms to be incorporated in the licence contract. No standard terms of the licensee will be incorporated in the licence contract, whether with or without bluevalley's express objection.

 

 

§ 2

Bluevalley provides different types of licences. What differs is the number of usable music tracks, the licence term, the agreed use, the type of media to be used, and the territory of use.

 

As a prerequisite for ordering a licence including executing a licence contract, users need to register with bluevalley to create an account with us and select the desired type of licence.

 

By placing a fee-based order for a licence displayed in our online shop, the ordering party makes an offer to bluevalley to execute a licence contract incorporating the terms and conditions of the selected licence, the Licence Agreement, and these Standard Terms.

 

Bluevalley will promptly confirm receipt of the ordering party's offer (the order) by email and will acknowledge the offer within a reasonable period of time. Bluevalley may refuse to acknowledge an order without giving reasons. Posting the invoice to the customer's account with bluevalley operates as acknowledgment of order. Once the order has been acknowledged, the licence contract becomes effective and the ordering party is obliged to pay the agreed licence fee. Promptly upon bluevalley's receipt of the licence fee, the ordering party will be given access to the music tracks ordered or all music tracks contained in the music archive and to the configuration tool generating the licence document(s).

 

If the licence is for a limited time, the licence term begins on the date bluevalley gives access to the configuration tool.

 

 

§ 3

Bluevalley warrants that no defects will arise in accessing any tracks, subject to proper use of the designated technical means and the required software. Bluevalley disclaims any liability if the tracks selected by the licensee have any defects or cannot be accessed for reasons in the licensee's control.

 

If access to the tracks is impossible for 96 hours or less for reasons in bluevalley's control, bluevalley will not be liable for damages except in the case of gross negligence or deliberate default. From the 97th hour onwards, bluevalley shall also be liable in the case of ordinary negligence. Access failure is to be notified to bluevalley in text form (in written form, for example by email). Time begins to run on the date and at the hour the notification is being dispatched (time sent if emailed; time sent if faxed; postal stamp hour; Frankit or other postage-paid providers: 6:00 pm of the date of dispatch).

 

If the access failure is due to an outage of the server used by bluevalley, bluevalley will not be liable if the server outage is due to force majeure.

 

 

§ 4

The licensee may pay the licence fee via Amazon Payments, PayPal, direct debit, Visa Card, Mastercard, or on account, upon special agreement. If payment is collected via a service provider, that service provider's standard terms apply in addition to these Standard Terms.

 

The licence fee is payable in advance on a non-recurrent basis for each licence type. Depending on the licence type, the licence fee may be paid in instalments. As soon as bluevalley has granted a right of use and given access to the tracks and the user has paid the licence fee in full, the Parties' primary duties under the licence contract have been discharged and no contract with continuous obligations (Dauerschuldverhältnis) will be established.

 

If the selected licence provides for the licence fee to be payable in monthly, three-monthly, half-yearly or yearly instalments, the licensee shall pay the instalment timely enough to allow bluevalley to dispose of the sum at the beginning of the fourth working day of the period the instalment is payable for.

 

If payment is late, bluevalley may charge default interest at a rate of 8 percentage points above the current basic rate and €5.00 for each payment reminder by way of expense allowance. Fees for return debit notes are payable to bluevalley in the amount charged by the bank or the service provider tasked with payment collection.

 

If the licensee is in default on payment and does not remedy the default within seven days after receiving a payment reminder, bluevalley shall be entitled to block the licensee’s access to the music archive, the download of music titles, and the release of licence documents. This block will be removed when the licensee is no longer in default on payment. This applies to the default for which the block was made, as well as a default in payment obligations arising at a later time.

 

If a licensee is more than a month in default on their payment obligations, bluevalley shall be entitled to cancel the licensing contract immediately and revoke the right to use the music title/s retroactively to the first day on which payment became in default. 

Before cancellation, bluevalley shall notify the licensee of the licensee’s unmet payment obligations and of the intent to cancel if payment is not made within a month after receiving the notification. bluevalley shall also be entitled to cancel the licensing contract if the licensee has made good on payments within a month per the above, but again defaults on further payment obligations within two months of receipt of said notification. Further notification of intent to cancel is not required in the event of such repeated default within these two months.

If the licensee is late in making payments more than twice within a twelve-month period, bluevalley shall be entitled to immediate cancellation. Before such cancellation, bluevalley shall notify the licensee of the licensee’s late payments and that the contract may be cancelled in the event of another instance of late payment within the following twelve-month period. 

 

Upon receipt of notice of termination, licensee shall promptly delete all tracks that may have been saved by the licensee, delivering to bluevalley a written affirmation in lieu of an oath to confirm that deletion has been completed and returning any data carriers (USB stick, hard drive, CD) received from bluevalley. The licensee shall bear the costs of returning any data carriers. In revoking a right of use, bluevalley will block the licensee's access to previously accessible tracks and to the configuration tool. Any licence documents that may have been saved by the licensee are to be deleted and any hardcopies made of the licence documents are to be destroyed. The licensee shall deliver a written affirmation in in lieu of an oath confirming that deletion and destruction of the licence documents has been completed.

 

Revocation invalidates any sublicences the licensee may have granted to end customers on or after the first day of the licensee's default, such revocation taking retroactive effect as from the first day of the licensee's default. If the licensee has granted any sublicences, the licensee shall identify the relevant end customers to bluevalley.  Bluevalley may communicate the invalidity of the sublicence to the end customers.

 

 

§ 5

With or without express declaration by bluevalley or the licensee, on the date following the lapse of the licence term of the most recent licence contract, a new licence contract of the same substance as the previous licence contract is made for another licence term of three months unless a Party, one month prior to the lapse of the current licence term, has notified the other Party in text form of its decision not to enter into a new licence contract. The other Party needs to receive the notification no later than at the beginning of that time period.

 

With or without express declaration by bluevalley, the licensee's right of use will end on the date a request is filed for opening insolvency proceedings against the licensee's assets. However, bluevalley is obliged, at the licensee's request, to grant a new right of use for a period ending no later than on the lapse of the current licence term if the licence fee for the licence term has been paid in full as of the date the right of use ended. If the licence fee was paid in part by a date after the filing of a request for opening insolvency proceedings, a new right of use running until that date will be granted.

 

If the right of use has expired and is granted again in accordance with the provisions of the preceding paragraph, then, as opposed to a standard situation, the licensee or the (provisional) insolvency administrator shall expressly declare that bluevalley is to grant a new right of use at the previous terms and conditions upon the lapse of the licence term. Bringing about a new licence contract is subject to such declaration by the licensee or the (provisional) insolvency administrator.

 

Either Party may give extraordinary notice to terminate the Licence Agreement, such notice to become effective as of the end of the next month. Such termination is subject to cause in the form of negligent breach (schuldhafter Verstoß) of contractual obligations by the other Party.

 

 

§ 6

If the licensee has used any music tracks in breach of the licensee's right of use, especially as concerns the scope and limits of the rights of use, the licensee is obliged to pay twice the amount of the licence fee (factoring in the licence fee actually paid) the licensee would have had to pay had the licensee selected the licence type matching the licensee's actual use during the licence term. If the licence term is in excess of one year, the licensee's obligation to pay twice the licence fee shall be limited to one year. In the case of recurrent breaches in a period in excess of 12 months, the licensee shall pay twice the licence fee for a period beginning six months prior to the initial breach but no earlier than at the beginning of the licence term, ending six months after the most recent breach but no later than at the end of the licence term. The increased licence fee shall be due in a single sum once the breach has been determined and invoiced.

 

If the licensee uses the tracks prior to commencement of the licence term or continues using the tracks after the end of the licence term or receipt of bluevalley's termination without notice given for default in payment, the licensee shall pay a contractual penalty in an amount equal to twice the licence fee (for the selected licence type) that would have been payable for a period of allowed use ending on the last day of the month in which the unauthorized use took place, such period not to be less than three months.

 

If the licensee has used any tracks in a way that no licence type allows or that a licence type allows by express permission only or expressly disallows, the licensee shall pay bluevalley a contractual penalty of €2,000.00 for each track used. If the damage incurred by bluevalley exceeds that sum, bluevalley may claim the higher sum.

 

Notwithstanding the obligation under these Standard Terms, if the licensee refuses to return any data carriers and/or the licence documents and/or to provide an affirmation in lieu of an oath to confirm deletion of any tracks and licence documents saved by the licensee, the licensee is obliged to pay a contractual penalty of € 1,000.00.

 

The licensee agrees that if the licensee fails more than a single time to comply with the obligation to create a licence document for each visual or sound production or to have any sublicensee (clients/customers) agree to be bound accordingly, the licensee shall pay a contractual penalty of € 250.00.

 

Payment of the increased licence fee and/or the contractual penalty does not discharge bluevalley's underlying claims. Therefore, bluevalley may pursue such claims after the contractual penalty has been paid, including by legal action.

 

Any violations that are relevant under criminal law will be reported to the prosecution authorities.

 

 

§ 7

During the licence term and beyond, pending full payment of all licence fees and contractual penalties, the licensee is obliged to notify any changes in the licensee’s legal form (for example if the licensee is being registered as merchant or in the case of the licensee's transformation or merger or a change in the licensee's trade name) or postal address (domicile of the licensee) and electronic mail accounts. If any invoice, reminder, notice of termination or revocation does not reach the licensee (as verified by the non-delivery report issued by the postal delivery service or email server), bluevalley's declaration or notice shall be deemed received on creation of the non-delivery report. The same shall apply in the case of any court proceedings. The licensee authorizes bluevalley to inform the court that any documents (for example a request for enforcement or a statement of claim) that cannot be served for failure of the licensee to notify such a change may be deemed to have been accepted by the licensee.

 

If any provision of these Standard Terms is or becomes ineffective, the remainder hereof remains effective. The Parties shall amicably work together to replace any ineffective provision with a provision that correlates with the interests of the licensor and the licensee, especially with the economic purpose of the ineffective provision. The same shall apply to any gaps or omissions.

 

Any disputes concerning the substance of these Standard Terms and the Licence Agreement or the performance of the obligations under the Licence Agreement including any consequential claims shall be resolved under German law, excluding the United Nations Convention on Contracts for the International Sale of Goods and the conflicts-of-law provisions under private international law. 

 

The place of performance and the place of jurisdiction for any disputes shall be Kassel including if the licensee has no residence in Germany or ceases to have a residence in Germany or if the licensee's residence or place of habitual abode is unknown on filing of legal action against the licensee.

 

© 1/2016 bluevalley – the music company

 

 

Agreement on the Use of Musical Works and Recordings of Musical Works (Licence Agreement)

 

 

§ 1

Bluevalley GmbH & Co. KG (hereinafter: bluevalley) grants the licensee the fee-based right of commercial use of copyrighted, “royalty free” (in the sense of not being managed by a collecting society) musical works (compositions) in the artistic interpretation (musical recording) (hereinafter: musical track(s)) provided by bluevalley.

 

The scope and terms of use depend on the type of use selected by the licensee (hereinafter: the licence), subject to the Standard Terms and the following provisions. Except as agreed for individual terms or provisions or unless such terms or provisions have been contracted out, such terms and provisions are incorporated in the licence contract.

 

 

§ 2

The authors (composers, musicians, sound designers) and the recording company (bluevalley) of the licensed musical tracks have given their irrevocable consent for their rights to be exploited by bluevalley within the scope contemplated below. Throughout the world, the authors are no members of any collecting society and the musical tracks are not registered with any collecting society. In addition, to hedge the licensee even more, bluevalley undertakes to indemnify the licensee against any third-party payment claims that may arise from the use of the musical tracks. 

 

 

§ 3

Bluevalley grants the user an ordinary, non-exclusive right of use concerning the musical tracks, which cannot be transferred except at the agreed terms and which is or is not limited in time and/or territory depending on the selected licence, however always for exclusive use in connection with (moving or non-moving) images or (audible or visualized) words. As a matter of principle, no licence will be granted for using any musical tracks with no such connection, meaning as music in its own right. If the goal of connection is solely to present the musical track (music video/clip), such connection will be disregarded and the musical track so presented will be deemed to be used as music in its own right, which is inadmissible.

 

The musical tracks must not be used in connection with any visual and/or sound material of pornographic, racist, violent or non-constitutional content or any content which expresses primarily erotic content or violates any laws or regulations of the Federal Republic of Germany or the European Union.

 

The licensee may not transfer any musical tracks to third parties (sublicensing, to be verified by a release document (§ 4)) except in connection with the visual or sound material (connection) created by the user, but not as musical track released in its own right (freigestellter Musiktitel). Bluevalley will approve the transfer of a musical track released in its own right if the transfer is made to a third party the licensee has commissioned to create visual or sound material in that party's own responsibility (as subcontractor), provided, however, that such transfer shall be notified to bluevalley in advance by designating the third party and that the third party shall acknowledge the scope and limits of the licence held by the licensee and shall connect the musical track to visuals or words. Those commissioned by the licensee to create (technical) connection of the musical track to the visual production created by them (for example a recording studio) shall be no third parties for purposes of the foregoing sentence.

 

The licensee may transfer the licence as a whole and within the scope held by the licensee to a third party, including against consideration, however by relinquishing the rights bluevalley has granted to the licensee. Such transfer shall be subject to the third party taking over all obligations of the licensee in relation to bluevalley, meaning that the third party shall enter into a licence contract of the same substance as the licence contract with the previous user.

 

 

§ 4

Access to the configuration tool (§ 2 of the Standard Terms) allows the licensee to create one or more release document(s) (depending on the selected licence). The release document verifies the licensee's legitimation in relation to a client/customer and a client/customer's legitimation in relation to a collecting society or other third party. Therefore, the licensee shall create a release document for each visual or sound production prior to its transfer to a client/customer or publication (as defined in § 6 Germany Copyright Act (Urheberrechtsgesetz)). The release document is to identify the licensee, the musical tracks(s) used, the title of the visual or sound production, the sublicensee (client/customer) and the issue date. A new release document is to be created for a visual or sound production that is being modified or amended after publication. The release document needs to be created during the licence term. The configuration tool will be disabled upon the lapse of the licence term, meaning that creating a release document will no longer be possible.

 

Bluevalley will archive and the licensee may additionally save the release documents created by the licensee. Both the licensee – as long as the licensee is entitled to use the configuration tool – and bluevalley may inspect the licensee's archive at any time. Bluevalley warrants (zusichern) that it will not disclose the data contained in the release documents to any third party. The licensee authorizes bluevalley to answer inquiries by a sublicensee or a collecting society as to whether bluevalley has properly licensed the use of a certain music track or a certain number of music tracks.

 

Except where the right of use of a music track or a number of music tracks has been revoked under § 4 of the Standard Terms, the validity of the release documents will survive the lapse of the licence term. The foregoing shall not apply to any visual or sound productions that are used as recurrent jingles or trailers, for example as brand tunes for news broadcasts, weather forecasts or traffic info broadcasts of a television or radio network. Productions of this type that are connected to music tracks of bluevalley must not be used upon the lapse of the licence term.

 

Where a music track is being used by a third party unknown to bluevalley, bluevalley may ask either the licensee or the third party to present the sublicence, as bluevalley may opt.

 

The licensee and any sublicensee (client/customer) are required by law to answer inquiries by collecting societies requesting information on the origin of certain music tracks and the right to use them, including if the music tracks are royalty free (in the sense of not being managed by a collecting society).

 

 

§ 5

Bluevalley will make the licensed music tracks available to the licensee for download in accordance with the licence purchased. If the purchased licence is a musicflat licence, bluevalley will additionally provide to the licensee, at the licensee's request and against a fee, either on hard disk or on a USB stick, as the licensee may opt, all music tracks published by the time of the licence purchase. During the licence term, the licensee has the right to save licensed music tracks in the way necessary for the licensee's purposes, including by converting them into another file format or by compressing them, recurrently or non-recurrently. When the licence term lapses, the licensee is obliged to permanently delete any music tracks saved by the licensee and to communicate the fact to all staff, expressly advising that any use of the bluevalley music must be discontinued. The licensee shall provide bluevalley with an affirmation in lieu of an oath confirming that such deletion has been completed. Any data carriers the licensee may have purchased from bluevalley (USB hard disk, USB stick, CDs) remain in the licensee's possession. However, such data carriers need to be marked clearly enough to show that the music tracks from the bluevalley music archive that are saved on them must not be used unless the licence is being renewed.

 

The licensee has the right to edit music tracks by shortening or cutting as may be necessary for connecting them to any visual or sound material. Any further editing, especially any rearrangements of a music track or modifications that have the result that the original music track or artistic interpretation can no longer be clearly identified shall be inadmissible.

 

Bluevalley waives the right to be named in the credits where this is not customary in the sector, especially where a music track is being used as background or accompaniment. Otherwise, bluevalley is to be named in the opening or closing credits of any visual or sound material as follows: “music: bluevalley.de”

 

 

§ 6

The scope of the right of use is defined by the agreements reached with bluevalley, normally by selecting one of the licences offered by bluevalley.

 

Under all licences, bluevalley grants the user the following rights:

 

the film production right;

 

the right of communicating the musical tracks;

 

the right to make the music tracks available on demand;

 

the right of duplication and distribution, including by reproduction on image and sound carriers;

 

However, the broadcasting right, being the right to distribute the music tracks that are connected to film or audio material via broadcasting facilities of any technical nature, is not being granted unless the broadcasting right is part of the selected licence or has been expressly agreed upon.

  

 

§ 7

If any provision of this Licence Agreement is or becomes ineffective, the remainder hereof remains effective. The Parties shall amicably work together to replace any ineffective provision with a provision that correlates with the interests of the licensor and the licensee, especially with the economic purpose of the ineffective provision. The same shall apply to any gaps or omissions.

 

Any disputes concerning the substance of this Licence Agreement or the performance of the obligations under the Licence Agreement including any consequential claims shall be resolved under German law, excluding the United Nations Convention on Contracts for the International Sale of Goods and the conflicts-of-law provisions under private international law. 

 

The place of performance and the place of jurisdiction for any disputes shall be Kassel including if the licensee has no residence in Germany or ceases to have a residence in Germany or if the licensee's residence or place of habitual abode is unknown on filing of legal action against the licensee.

 

© 1/2016 bluevalley – the music company