Terms & Conditions

Terms and Conditions House of Tracks (HOT)

Version: 19-10-2020

Definitions
The following definitions are only made for better understanding and easier reading of these Terms and Conditions of House of Tracks BV (HOT):
1. HOT: House of Tracks): The organization that provides services, applications and tools as a marketplace, in the form of an online platform, that facilitates the online buying and selling of new custom-made Tracks (sound recordings/compositions).
2. Products: HOT website, related websites, services, applications and tools
3. User(s) of HOT: Sellers, Buyers and third parties acting as a natural person, or (persons representing) any legal person, accessing the website of HOT and/or its related Products and tools
4. Seller(s): any Seller in general, except companies offering Tracks in the same manner or operating in a similar way compared to HOT.
5. Buyer(s): owner of authors copyrights and neighboring rights performers share of a Track delivered by a Seller
6. CRO: Collective Rights Organization, like BUMA (Neth.), SABAM (Belgium), Gema (Germany), PRS (UK)
7. PRO: Performing Rights Organization, like (see CRO above)
8. Contract: the whole contract between Sellers, Byers and HOT as mentioned in article 18.1 of the Terms and conditions of HOT
9. Neighboring rights: including both artists and phonogram producers neighboring rights
10. Copyrights on a sound recording (USA) = Phonogram producer's neighboring rights (Europe)
11. Track: Master Recording
12. Owner: the legal owner and rightful claimant of a Track
General Terms and Conditions for Users
1. These Terms and Conditions are applicable to all Users of HOT, especially to Sellers and Buyers and to all agreements between HOT and Sellers or Byers.
2. HOT grants Users for their personal use only, a limited, non-exclusive, non-transferable license to access Track-samples and previews through our service on a streaming-only basis.
3. Users are responsible for all information that they submit to HOT and for all consequences that may result from their posts or uploads.
4. HOT is not liable for the accuracy or reliability of content information provided by users, such as Beats Per Minute (BPM) and key. This information is provided for indicative purposes only and use of such information is at the user's own risk.
5. Users of HOT will not:
  - be an enterprise;
  - violate any law of any country or state;
  - act inconsistent with the letter or spirit of HOT's policies;
  - infringe any third parties right;
  - copy, modify, or distribute any other person's content without their prior written consent;
  - copy, modify or distribute rights or content from the HOT website, services, applications or tools or HOT's own copyrights and trademarks;
  - harvest or otherwise collect information about users, including tracks and email addresses, without their consent;
  - sell any infringing, stolen or counterfeit items or otherwise infringe the copyright, trademark or other rights of third parties;
  - use our website for public performances of any sample or preview content viewed or listened to through our website;
  - violate HOT's Upload Rules as stated in HOT's website here
  - use samples being the reuse of a portion of a sound recording in another recording;
  - use any type of pre-recorded samples, templates or MIDI files;
  - supply dry/unprocessed royalty free vocals in their track
  - post any threatening, abusive, defamatory, obscene or indecent material or otherwise communicate any false or misleading material or message of any kind;
  - circumvent temporary or permanent suspensions to use HOT's site and services;
  - harass other Users and/or employees of HOT;
  - distribute viruses or any other technologies that may harm HOT or the interests or property of HOT users;
  - bypass measures used to prevent or restrict access to HOT;
  - impose or contribute to imposing an unreasonable load on HOT's infrastructure or interfere with the proper working of HOT;
  - start a label with multiple producers without permission of a HOT employee.
Measures to be taken by HOT
1. In case of mere suspicion of a User's breach of one the Terms stated in 1.4 or a suspicious behaving on HOT's website and/or regarding other HOT Products, HOT reserves the right to take measures at his own discretion to:
  - refuse or delete content that HOT believes is inappropriate or breaching the Terms in article 4.1
  - restrict a User's usage of HOT either temporarily or permanently or refuse a User's registration.
  - Inform other HOT users that have had contacts with the alleged User to be cautious; even provide them with contact data of the said User.
  - limit or terminate HOT service, remove hosted content and take technical and legal steps to keep problem creating Users off HOT
  - take without limitation all other measures HOT deems necessary to prevent or end a breach as stated in 1.4
  - terminate the agreement as mentioned in article 13.2
2. For safety reasons HOT will always store an MP3 of a Track on its servers.
3. In case of proven fraud by Seller HOT is entitled to make available Seller's contact information to the Buyer.
Fee, payment and refunds
1. The fees for Hot's services are quoted in euros or, in case HOT decides that it is more appropriate, in other currencies. The fees are listed on the HOT website.
  Changes in HOT's fees for services rendered, will be posted on the website in a timely manner. This also counts for the release of new services by HOT
  Temporary changes in fees in case of, for instance promotional events, will be posted and be effective on the date HOT announces such the event. Sellers are deemed to accept the right of HOT to do so.
2. Buyers of Tracks and content from HOT's Products are obliged to pay all HOT fees directly when they're due.
  Buyer is responsible for paying any governmental taxes and fees associated with any purchased Track or content from HOT, including, but not limited to, sales, use or value-added taxes.
  In case of non-payment, failure of payment methods or an account that is past due, HOT is, notwithstanding any other rights or remedies, stated in these Terms and Conditions or any law, entitled to:
  - limit Buyer’s ability to use the services.
  - collect the fees owed, using any collection method HOT deems fit.
3. HOT is entitled not to refund to Users, any fees paid for use of our sites, services, applications and tools in case of:
  - breach, of these Terms and Conditions, which include, without limitation, our Upload Rules;
  - content that is removed by Users themselves
  - posting duplicate or illegal Tracks as defined in our Upload Rules
  - tracks (including musical compositions and/or parts of musical compositions and/or vocals and/or vocal parts) went live with exposure on the HOT websites, services, applications or tools, even for a limited time, and so benefited from the service rendered in association with the paid fee.
  - In all other cases of breach of these Terms and Conditions or any law, that in the opinion of HOT refunds are not due.
4. Notwithstanding the options in 3.3, HOT may provide a refund, discount or other consideration to Buyers, with respect to the fees paid, in case HOT establishes that sold Track(s) are duplicates and/or illegal Tracks as defined in HOT's Upload Rules.
  Other infringements or breach of the Terms and Conditions or law by Sellers may, by sole decision of HOT, also cause a refund of fees to Byers by HOT.
5. In case of infringement of the Terms and Conditions as mentioned in 3.4, Sellers are obliged to reimburse the fees refund by HOT to Buyers. Such fees shall immediately be due as from the time of infringement and need to be paid within 7 days after sending a notice.
  Sellers will also reimburse any costs of payment and/or currency losses and/or currency differences.
  HOT can also, at its own discretion, deduct the refunded fees with any amount due to Sellers.
  This manner of compensation shall not waive HOT's right to claim reimbursements for other damages caused by Sellers.
6. A Track can only be considered sold when a payment from Buyer is final. In case Buyer fails to complete the transaction process; technical problems; cancellation of payments due to other situations, or a refusal of payment by the payment system, a legal transaction between Seller and Buyer has not been taken place. In such case the Track will be made available for Buyers again through HoT.
7. Once Buyer downloads the tracks the transaction is complete and funds will be transferred to Seller. The funds will be transferred to the (PayPal) account the Seller provides in their HOT settings. It is Seller's responsibility to provide the correct account details, one which they can access to withdraw the funds. Once the transfer is done, it cannot be returned and it is Seller's responsibility to withdraw the funds from the account.
About content and licenses
1. Content of HOT, Buyers and Sellers stored in HOT's Products is pursuant copyright laws, international treaties and conventions, protected as a collective work and/or compilation.
  Users are forbidden to:
  - copy, distribute or modify content from HOT without written consent from HOT;
  - disassemble or decompile, reverse engineer or otherwise attempt to discover any source code contained in HOT.
  - In general: reproduce, copy, sell, resell, exploit, for whatever purpose, any aspect of HOT, other than User’s own content
2. When uploading a Track or posting other content on HOT, Users grant:
  to HOT:
  - a worldwide, exclusive, royalty-free, transferable license (with the right to sub-license) to use, reproduce, distribute, prepare derivative works, display, and perform the uploaded content in the interest of the performance of HOT's services and business.
  - The performance of HOT includes, without limitation, promotional and redistributing activities in any media formats and through any media channels, including third-party websites or advertising media.
  - In addition, Users waive all “moral rights” they have in the content, to the fullest extent permitted by law.
  To each User of HOT’s Products:
  - a worldwide, nonexclusive, royalty-free license to access the uploaded content through our service and to display and publicly perform such content to the extent permitted by the functionality of HOT's service and by these Terms and Conditions.
3. The licenses mentioned in 4.2 terminate when HOT or Users remove or delete their content from HOT's website.
4. User-provided content may be used for educational purposes
Transfer of rights by Sellers
1. Sellers understand and accept the lawfulness of ‘Stiply’ (digital) autographs as legally binding for written agreements.
2. Seller agrees not being a member of any authors rights and neighbouring rights organization. Neighbouring rights producers and performers share and publishing rights will automatically be owned by HOT. Up to HOT’s own discretion and decision (part of) such rights can be transferred to Buyers.
Legal rights of Buyers
1. Buyers can use their distinguished rights on Tracks after having bought and paid for them, in this sense that the right payment due is cashed by the Seller.
  Buyers understand and accept the lawfulness of ‘Stiply' (digital) autographs as legally binding for their written letters of agreement/statements.
2. Buyer is the new Owner of the acquired Track (Master). Buyer can also be the owner of the authors rights and neighboring rights performers part. After payment as meant in article 6.1 the Track will be removed from the HOT store by HOT.
  HOT is not responsible for any third parties keeping records of previous versions of the website or the Track information.
Handling Infringements of third parties' rights
1. In accordance with article 1.4 of these Terms and Condition Sellers guarantee HOT, Users and other third parties -owners of intellectual property rights and other rights included- , that they don't post Tracks that infringe, in the most extensive sense of the word, the rights of third parties; all violations of intellectual property rights included.
2. Hot will remove a Track immediately when any party that is entitled to do so -Users of HOT- reports an infringement of their rights by the Seller of the posted Track and HOT has checked the report and confirms that an infringement has been made.
3. Reports of infringement shall be sent to HOT by (preferably legal-) authorized representatives of the complaining party, using HOT's "Notice and Take Down Tool", completely filling in and certifying the special form attached in the Tool.
4. If HOT determines that the information provided by a complaining party is incorrect, false and/or abusive HOT is entitled to take any measure as stated in article 2 of these Terms and Conditions. The liability of the complaining party for costs of all damages included.
5. It is mandatory that Users (buyers and Sellers) respect all rights of other Users, and agree to comply with the terms and conditions. A User not respecting the terms and conditions and/or intellectual property rights of other Users, will be charged an initial standard penalty of EUR 500,00 through HoT to cover initial legal expenses caused by User’s actions.
Liability
1. General
  HOT's liability is limited to fraudulent misrepresentation or actions by HOT itself, and for the death or personal injury resulting from HOT's gross negligence, HOT's agents and employees included.
  In general, no User or other third party can hold HOT responsible for any behaviour of other Users of HOT. (see also article 11)
  
  Specific
2. As HOT is -except in reviewing Sellers uploads and facilitating payments- not involved in actual transactions between Buyers and Sellers, HOT takes no responsibility for, accept no liability for, nor guarantees the accuracy of uploads and/or postings, User communications, the quality, safety, and/or legality of what's offered.
3. Notwithstanding the statement in 8.2, HOT does not accept any liability for the posting by Users of any illegal, threatening, abusive, defamatory, obscene or indecent information nor material of any kind which violates or infringes the rights of any other person, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offence, give rise to civil liability or otherwise violate any applicable intellectual property or other law.
4. HOT, his shareholders, management, employees and licensors are not liable towards Users of our website and services (tools included) for:
  - any loss of profit (whether incurred directly or indirectly), goodwill, business reputation, opportunity or loss of data suffered through the use or inability to use HOT’s website or services correctly. Although HOT will do its utmost to maintain an uninterrupted performance of the website and the services/tools, in Terms of accessibility, availability, error-free functioning of systems, HOT does not guarantee an uninterrupted performance; and therefore -to the extent legally permitted- HOT disclaims all warranties, representations and Conditions of an uninterrupted performance.
  - any loss or damage which may incur as a result of any changes which HOT may make to its services, a permanent or temporary cessation in the provision of our services or features within our services or failure by Users to provide HOT with accurate account information or their failure to keep the password or HOT’s account details secure and confidential.
  - HOT maintains a high level of security regarding sensitive content stored on HOT’s database. Despite a low risk due to the high level of security, theft of data might be possible. In such an event HOT cannot be hold responsible. Sellers and Buyers are responsible for their own content and use of the HOT platform.
Hot’s limitation of Liability
Hot and/or its users, buyers, sellers staff, agents and third party contract partners cannot be hold responsible for any loss of intellectual property rights/content and/or other damage of goods caused in case:

There is no breach of care and legal obligations to you or any other User
HOT could not foresee circumstances of aforementioned breach
A breach is a result of your action and/or a violation of the signed Agreement with HOT

Disclaimer of Liability
HOT will do its utmost best to keep its service and safety level of the highest standard available in the market. However, HOT cannot warrant that
1. use of the HOT platform always will be 100% error-free
2. use of the HOT platform will be 100% free from malicious attacks by others including physical terrorist attacks, and attacks on the HOT platform using digital software (such as viruses), corruption, hacking, or any other intrusion such as an Act of God / Force Majeure which undermines the proper services of HOT and which causes damage to all Users content.
Release of liability
Any User, having breached these Terms and Conditions or violated laws concerning the rights of other (future) Users or third parties or persons, will indemnify and hold HOT and all associated with HOT as meant in article 8.2 harmless for all damages and, without limitations all costs, in case other Users, third parties or persons deposit a claim against HOT related to content that the said User has posted.
Limitation of liability costs of HOT
In case and despite the previous articles on liability, HOT is held liable for whatever reason, HOT's liability to Users or any third party shall not exceed the greater of:
1. the total fees paid to HOT in the 6 months prior to the action giving rise to liability, or:
2. 200 euro in total
Ending of the relationship with HOT
1. Sellers and Buyers can terminate the signed agreement with HOT, as follows;
  - notifying HOT at any time
  - closing their HOT account
2. HOT can at any time terminate the agreement with Sellers and Buyers in case of:
  - breach of any provision of these Terms and Conditions, actions that clearly shows that there was no intention, or inability to comply with the provisions of these Terms and Conditions;
  - HOT was forced to termination by law;
  - HOT no longer provides its services to Users in the country in the resident country or the country in which HOT’s services were used
  - in the opinion of HOT, the provision of our services is no longer commercially viable.
3. When an agreement, including these Terms and Conditions comes to an end, all of the legal rights, obligations and liabilities that HOT and Users or Buyers have benefitted from the relationship, have accrued over time or are expressed or implied to continue indefinitely, shall stay unaffected by the termination. This also applies to provisions regarding jurisdiction, given guarantees, liabilities and applicable laws.
Destiny of Tracks after termination
1. Whether a label and/or an account is closed by the account owner or, for any reason, by HOT, HOT is not responsible for the return of any (previously uploaded) Tracks or packs. Owners of accounts and/or labels are responsible to remove their Track or keep a copy they need.
2. Upon deletion of a Track or the account the Track has been uploaded to, the Track (and or it's parts or stems) will immediately be completely removed and can no longer be downloaded from HOT servers.
Privacy policy
1. Storage of personal data
  Sellers and Buyers of HOT agree that HOT collects, transfers, stores and uses their personal information on servers located in the Netherlands (and parts in the USA and Germany) as further described in our Privacy Policy as published on HOT's website.
  Sellers and Buyers also agree that HOT is entitled to let them provide a copy of their valid identity card and/or passport as further described in our Privacy Policy.
  HOT's sole purpose to do so is to ensure that (legal) measures can be undertaken against Buyers and/or Sellers in case it is established that the rights of Buyers, Sellers, or third parties have been infringed. Users of HOT may agree or refuse the receipt of marketing communications from HOT.
2. Transferability
  By using HOT, Sellers and Buyers agree that their account is personal and not transmittable to anyone. If anyone gets access to their account and/or label (-details) and uses their accounts (i.e.: uploads or distributes Tracks via their account), they remain liable as stated under these Terms and Conditions.
Resolution of disputes
Disputes between and/or complaints from Users, third parties or persons to HOT will at first be solved via the informal way. When no solution is found, HOT may agree to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration. Notwithstanding the former procedures HOT reserves the right to have the dispute resolved by litigation (court).
Compensation
In case of violation of contracts or these Terms and Conditions by Users, HOT reserves the right to claim all remedies available by law including compensation for damages to HOT or third parties involved, up to an amount of € 1.000.000 (one million euro), excluding full legal fees and all extra (juridical) costs.
Dutch Law applicable
1. The signed letters of agreement, these Terms and Conditions and the other policies and rules posted on HOT's website constitute the whole contract between HOT and Sellers and/or Buyers.
  New or adapted contracts supersede any prior agreements.
  Contracts as mentioned in this article shall be governed by and construed in accordance with Dutch Law.
  Claims or disputes against HOT will be resolved by the jurisdiction of the Court of Amsterdam.
2. Merely as proof for legal validity, HOT will co-sign the letter of agreement of Buyers
3. Notwithstanding the statement in 18.1 HOT can apply for injunctive of other urgent remedies in any jurisdiction of choice.
4. If it appears that one or more parts of these Terms and Conditions are against the law or generally applicable rules, all other components remain applicable. HOT will correct the illegal parts as soon as possible.
Final Provisions
1. Notices
  Except for notices relating to illegal or infringing content, for which notices we refer you to our Notice and Take Down Tool (7.3), notices to HOT must be sent by registered mail to Czaar Peterstraat 1, 1506 SK Zaandam, the Netherlands and/or via e-mail to info@houseoftracks.com.
2. HOT will send notices to the email address provided, or by registered mail.
  Notices sent by registered mail will be deemed to have been received within five days following the date of mailing.
3. Change in Terms and Conditions
  Changes in or updates of these Terms and Conditions of HOT will be immediately effective on the date of publishing on HOT's website for new Users.

Previous version 29th of January 2020, renewed and published on 19th of October 2020