Terms and Conditions

These Terms of Use govern your use of clangmusic.com ("Clang"), its services, features, content, data, tools and mobile and desktop applications and all other services provided by Clang Music GmbH ("Services"). These Terms of Use constitute a legally binding agreement between you ("you" or "User") and us, the Clang Music ("Clang", "we", "our" or "us"), in regard to your use of the Website and Services. The Privacy Policy and the Cookies Policy are parts of these Terms of Use.

These Terms of Use are divided into the following sections:

1. Acceptance of Terms of Use
2. Changes to Terms of Use
3. Description of the Services
4. Use of the Services
5. The Clang Account
6. Grant of Rights
7. Royalties for Your Content
8. Copyright Infringement
9. Limitation of Liability
10. Certain Features
11. Right of withdrawal
12. Cancellation/Termination
13. Third Party Websites and Services
14. Applicable Law and Jurisdiction

1. Acceptance of Terms of Use

The following Terms of Use, Privacy Policy, and Cookies Policy apply to any use of the Services.
By registering an account and/or accessing or using the Services you agree to abide by this agreement. You represent and warrant that you have read and understood the Terms of Use, Privacy Policy, and Cookies Policy. You may only use the Services, if you are to comply with all applicable laws, rules and regulations. In the course of creating an account, you must accept the following Terms of Use, Privacy Policy, and Cookies Policy.

2. Changes to Terms of Use

Amendments to these Terms of Use shall be possible at any time, if you are not disadvantaged contrary to good faith, namely if a contractual loophole or an interference with the relationship of equivalency exists. The amended version of these Terms of Use will be notified by Clang by email, pointing out that agreement with the amendment is assumed if no response is received. If no objection be received in text form within the six week period of receipt of the amended version of the Terms of Use by email, the new version of the Terms of Use shall be deemed to have been accepted. Should you file an objection to the amended version, this agreement shall be deemed terminated within the meaning of article 12.

3. Description of the Services

Clang is a music platform that allows registered users to submit, upload and post audio, text, photos, pictures, graphics, comments, and other content, data or information (“Content”), which will be stored by Clang and may be shared by registered users. Registered users my also use the tools and features provided as part of the Services. Clang also enables registered users to communicate with one another and to view, listen to and share Content uploaded and made available by registered users. Clang may, from time to time, release new Services or new versions of Services, which will be subject to these Terms of Use.

4. Use of the Services

4.1 Subject to your registration Clang grants you a limited, personal, non-exclusive and non-transferable right to use the Services in order to have Content uploaded and posted to the Website, to view and/or listen to Content streamed or displayed, and to share Content using the features where the appropriate functionality has been enabled by the user who uploaded the relevant Content (the “Uploader”). The grant of rights shall be subject to your strict compliance with these Terms of Use.

4.2 In particular Clang grants you the following right to:
- submit, upload or post Content strictly as permitted in accordance with these Terms of Use and any other applicable terms posted on the Website;
- participate in the community areas and communicate with other registered users of Clang strictly in accordance with these Terms of Use;
- use the Services provided as part of Clang strictly as permitted in accordance with these Terms of Use and any other terms applicable to those Services from time to time; the streaming of audio Content free of charge is limited to 100 minutes per day.

4.3 The above rights are conditional upon your strict compliance with these Terms of Use, in particular the following:

- You are not allowed to use any Content from Clang other than by means of streaming.

- You are not allowed to adapt, copy, make available to the public, display, perform, distribute or otherwise exploit any Content, except either where such Content is Your Content, or as permitted under these Terms of Use.

- You are not allowed to use any Content (other than Your Content) in any way that is designed to create a separate content service or that replicates any part of Clang.

- You are not allowed to employ scraping or other technical means to otherwise make use of any
Content.

- You are not allowed to use any technical means or make use of any services designed to misrepresent the popularity of Your Content and/or your activity on Clang, by the use of bots, scripts, apps, plugins, extensions or other automated means.

-You are not allowed to alter or remove, attempt to do so, any trademark, copyright or other proprietary or legal notices in connection with any Content (other than Your Content).

- You are not allowed to copy or adapt the object code of the Website or any of the Apps or Services, or reverse engineer, reverse assemble, decompile, modify or attempt to discover any source or object code of any part of it, or circumvent or copy any copy protection mechanism or access any rights management information pertaining to Content other than Your Content.

- You are not allowed to use Clang to upload, post, promote, make available or otherwise exploit:
any Content that is offensive, abusive, libellous, defamatory, obscene, racist, sexually explicit, ethnically or culturally offensive, indecent, that promotes violence, terrorism, or illegal acts, incites hatred on grounds of race, gender, religion or sexual orientation, or is otherwise objectionable in Clang’s reasonable discretion;
any information, Content or other material that violates or infringes the rights of third parties including, without limitation, copyright, trademark rights, rights of privacy or publicity, or any confidential information;
any Content that violates, breaches or is contrary to any law, rule, regulation, court order or is otherwise illegal or unlawful in Clang’s reasonable opinion;
any material of any kind that contains any virus, Trojan horse, spyware, adware, malware or other harmful or malicious component, which might overburden, impair or disrupt the Services or related servers or networks, or which might restrict or inhibit any other user's use;
any unsolicited or unauthorised advertising, promotional messages, spam or any other form of solicitation.

- You are not allowed to rent, sell or lease access to the Services or any Content. Notwithstanding the foregoing you shall remain the right to include links from Your Content to any online download store from where Your Content may be purchased.

- You are not allowed to deliberately impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity, for example, by registering an account in the name of another person or company, or sending messages or making comments using the name of another person.

- You are not allowed to stalk, exploit, threaten, abuse or otherwise harass another user.

- You are not allowed to use another person's account, password, or other information, unless you have express permission from that other person.

- You are not allowed to collect personal data, or any other kind of information about other users, including without limitation, through spidering or any form of scraping.

- You are not allowed to violate, circumvent or attempt to violate or circumvent any data security measures, access data or materials which are not intended for your use, log into a server or account which you are not authorized to access.

4.4 You hereby represent and warrant to Clang that you will comply with the aforementioned terms, and that Your Content does not and will not create any liability on the part of Clang, its subsidiaries, affiliates, successors, and assigns, and their respective employees, agents, directors, officers and/or shareholders.

5. The Clang Account

5.1 If you wish to use any Service of Clang, you are required to register an account with Clang.
When you register to use Clang, you will provide us with your name, gender, e-mail address and a password for your account. If you wish to upload Content and you wish to monetarize Your Content, you shall provide us also with your address and the name of the company or institution, on which behalf the registration shall be made. If you are or if you register on behalf of a company or institution residing in a country of the European Union other than Germany, you shall also provide us with the respective VAT-Id. number.

5.2 Once registered you can upload Content and assign the Content to respective artist profiles. Such artist profiles may also be created by you. Within an artist profile, you will need to add the artist´s place of residence, and may add further artist related information or material.

5.3 You must ensure that your email address provided to Clang remains valid. Your email address and any other information you choose to provide us will be treated in accordance with our LINK.

5.4 You are solely responsible for maintaining the confidentiality and security of your password, and you will remain responsible for all use of your login and password, and all activity from your account, whether or not such activity was authorized by you.

5.5 If your password is lost or stolen, or if you believe that your account has been accessed by unauthorized third parties, you are advised to notify Clang and to change the password as soon as possible.

6. Grant of Rights

6.1 Any Content that you upload, store, transmit, submit, exchange or make available to or via Clang ("Your Content") is generated, owned and controlled solely by you. Clang assumes no ownership rights in Your Content, and you hereby expressly acknowledge and agree that Your Content remains your sole responsibility.

6.2 You hereby confirm that you own or control all rights to everything you upload. Covers are out, unless you have a written license or authorization from the artist to upload the cover to Clang. Do not upload cover songs unless you have obtained all permissions and authorizations in writing.

By uploading or posting Your Content to Clang, you initiate an automated process to store Your Content on our servers and to allow other users to enjoy Your Content via the Services provided by Clang. To the extent it is necessary, you hereby grant the following rights to Clang on a limited, worldwide, non-exclusive basis. Clang accepts this grant of rights, and particularly with regards to audio Content, but not limited to, it shall include the rights of all vocalists, musicians, engineers, mixers, remixers, artistic producers, labels, directors, actors, film producers and all other parties involved in the production of the Content, including the rights of using their names, likenesses and information, which are required for the use of Your Content within the scope of Clang´s Services.

6.3 Clang and its users shall therefore have the right to

save, store and host the Content by Clang in a content management system and/or database owned or controlled by Clang and its service and/or technical providers;
list, advertise and promote the Content;
allow users to listen and/or view the Content;
make the Content available to the public (or closed user groups) by way of streaming, including offline-streaming, and to making the Content available over mobile phone networks, the Internet and other networks, e.g. online services. Clang shall have the right to make the Content available to users using push (e.g. web radio) and/or pull (streaming-on-demand) mechanisms and shall be entitled to allow the transmission into all types of audio or audio-visual devices, and regardless whether offered on a paid-for basis or for free;
broadcast, publicly perform and/or make the Content available to the public via streaming and web radio (whether during the course of an on-going programme or as music-on-demand) over the Internet, mobile phone networks and digital cable, satellite or terrestrial broadcast transmission, whether distributed to the public, closed user groups or individual users only, with free and paid distribution possible;
let users of Clang couple and/or compile the Content into an individual tracklisting within the scope of the Services;
allow users of Clang to use the Content within the scope of the Services.

6.4 The rights granted hereunder are granted separately with respect to each item of Your Content that you upload. Any grant of rights with respect to audio Content, images or text provided by you, will terminate automatically when you remove such Content from your account. Licences with respect to comments or other contributions that you make will be perpetual and irrevocable, and will continue notwithstanding any termination of your account. Removal of Your Content from your account will automatically delete the relevant files from our servers.

To the extent it is necessary in order for Clang to provide you with any of the aforementioned hosting services, to undertake any of the tasks set forth in these Terms of Use and/or to enable your use of the Platform, you hereby grant such licences to Clang on a limited, worldwide, non-exclusive and fully paid basis. Only the royalties set by this terms of use may be paid to the content providers.

By uploading Your Content to the Platform, you also grant a limited, worldwide, non-exclusive, fully paid up, licence to other users of the Platform, and to operators and users of any other websites, apps and/or platforms to which Your Content has been shared or embedded using the Services (“Linked Services”), to use, copy, repost, transmit or otherwise distribute, publicly display, publicly perform, adapt, prepare derivative works of, compile, make available and otherwise communicate to the public, Your Content utilising the features of the Platform from time to time, and within the parameters set by you using the Services.

7. Royalties for Your Content

7.1 In payment for the upload of Your Content, the exploitation of the transferred rights and for your other services, you shall receive a royalty share of about 80% of the Net Revenues (after costs for collecting societies) achieved by Clang attributable to each and every audio stream of Your Content. Net Revenues shall mean all actually received Gross Revenues to Clang less taxes and/or liabilties actually incurred. Gross Revenues shall be calculated on the basis of revenues from advertisements on the Website and from subscription fees paid by users of Clang for Certain Services.

7.2 The royalties shall be calculated as follows: Net Revenues divided by the total number of audio streams of any and all Content multiplied with the number of audio streams of Your Content.

7.3 The Royalties will be accounted for and paid by Clang monthly within 30 days, provided that Clang has received proper information from you according to Art. 5.1. In the event that royalties of less than 50,- Euros shall be settled within one accounting period than the amount will be credited to the following settlement and will be paid as soon as the amount of 50,- Euros has been reached. Statements of account are considered to be approved if you do not object in writing, stating reasons, within one year after delivery.

7.4 Payments shall be made in Euro and plus VAT, if you should be subject to VAT in Germany. If you should be a non-german tax resident, Clang shall be entitled to deduct and retain from all payments which Clang may be required by any governmental regulations to deduct therefrom.

7.5 Payments and notices to you shall be send as may be due to your last known address, email and bank account.

8. Copyright Infringement

8.1 Please make sure that Your Content and every part of it, is either an original work by you, or you have obtained all rights, licences, consents and permissions necessary in accordance with these Terms of Use.

8.2 You hereby represent and warrant to Clang, that

a) Your Content and the availability on Clang does not and will not infringe the rights of any third party, including any intellectual property rights, performers’ rights, rights of privacy or publicity, or rights in confidential information;

b) You have obtained any and all necessary consents, permissions and/or releases from persons appearing in Your Content in order to include their name, voice, performance or likeness in Your Content and to publish the same;

c) Your Content is not and will not be unlawful, offensive, abusive, libellous, defamatory, obscene, racist, sexually explicit, ethnically or culturally offensive, indecent, will not promote violence, terrorism, or illegal acts, or incite hatred on grounds of race, gender, religion or sexual orientation.

8.3 In case of a copyright infringement by you or in case that Your Content breaches any of the foregoing representations or warranties, Clang reserves the right to remove the respective Content, suspend or terminate your account and/or pursue all legal remedies.

8.4 You hereby agree to indemnify, defend and hold harmless Clang, its subsidiaries, affiliates, successors, and assigns, and their respective employees, agents, directors, officers and/or shareholders from and against any and all claims, obligations, damages, losses, expenses, and costs, including reasonable attorneys' fees, resulting from your breach of the aforementioned terms.

8.5 If you discover any Content on Clang that you believe infringes your copyright or any other right, please report this to us at your earliest convenience by sending an email to
clang@tggp-network.com providing the following information:

- a statement that you have identified Content on Clang that infringes your copyright or any other right, or the copyright or any other right of a third party on whose behalf you claim the rights;

- a description of the copyright work that you claim has been infringed;

- a description of the Content that you claim is infringing and the Clang URL where such Content can be found;

- your full name, address, telephone number, and a valid email address;

- a statement by you that you have a good faith belief that the disputed use of the material is not authorized by the copyright owner, its agent, or by law;
- a statement by you that the above information given is accurate and that you have the right to act on behalf of the owner of the allegedly infringed right.

9. Limitation of Liability

9.1 Clang's liability shall be limited to damage based on wilful intent or gross negligence on the part of Clang or its employees/vicarious agents, unless damaged caused through injury to life or the body or due to infringement of a cardinal obligation is concerned. The liability shall, in such cases, be limited to the amount of damage that could typically be foreseen when the agreement was concluded. Any liability to compensate you for damages extending beyond that shall be excluded. Notwithstanding the foregoing the liability under the Product Liability Law remains unaffected.

9.2 Clang shall endeavour to ensure that the full functionality of the Website and the Services are always available. However, no obligation shall exist for the Website and the Services to function permanently without interruption, nor shall any corresponding liability exist. The functionality and accessibility may in particular be interrupted by necessary maintenance work or by measures taken by third-parties over which Clang does not have any influence.

9.3 Clang reserves the right for making any changes or modifications to the Website and the Services from time to time, or for any decision to suspend, discontinue or terminate the Website, the Services, the Content, or any part or parts thereof, or your possibility to use or access the same from or within any territory or territories.

10. Certain Features

10.1 Clang provides Certain Features to users who subscribe for one or more of these Certain Features. Certain Features are the following:

a) "Song Promo": One or more songs from Your Content will be promoted on the Website in order to gain a larger audience.

b) "Profile Promo": The artist´s profile will be promoted on the Website in order to gain a larger audience.

c) „Clang Pro": This feature provides detailled statistics on Content like songs, artists, page views e.g.

d) "+1 Mobile Device": This feature allows the user to register for a second mobile device.

10.2 The price for the Certain Features a) and b) is 2,50 Euros per month. The price for the Certain Features c) and d) is 1,99 Euros per month.

All prices include VAT or other sales tax where applicable.

10.3 Conclusion of the contract:
Please select the Certain Features you want to purchase from Clang, enter your payment details, and then click the ”Purchase” button. Selecting a Certain Features and submitting your payment information is an offer to conclude a contract. The contract will be concluded when you receive a confirmation from Clang.

10.4 Activation:
Once Clang has received your first payment, the purchased Certain Features will be activated.

10.5 Payment:
Fees for Certain Features are payable in advance and will be taken at the time the contract is concluded as described above. The payment can be made by Visa, Mastercard, PayPal and/or any other payment method that is presented to you during the purchase process.

10.6 Term and Renewal:
Any subscription of Certain Features will run on a monthly basis, and will renew automatically at the end of each month. Payment for the next month will be taken at that time, unless you cancel your Certain Feature, which you can do at any time from the user area on the Website.

10.7 Changes to Pricing and Features:
Clang may occasionally need to change the Certain Features and/or change the prices charged for these accounts. In the event of any increase in the price or material reduction in the Certain Features to which you subscribe, we will communicate these change to you at least six weeks in advance and the changes will only take effect with respect to any subsequent renewal of your subscription.

11. Right of withdrawal
If you reside in a country of the European Union you have a legal right to withdraw from your purchase as set out below:

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 (Clang Music GmbH , Muskauer Str. 50, D-10997 Berlin, Germany, TEL., FAX, EMAIL) 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. If you requested to begin the performance of services during the withdrawal period, you shall pay us an amount which is in proportion to what has been provided until you have communicated us your withdrawal from this contract, in comparison with the full coverage of the contract.

Model withdrawal form
(complete and return this form only if you wish to withdraw from the contract)

—  To Clang Music GmbH , Muskauer Str. 50, D-10997 Berlin, Germany, mail: clang@tggp-network.com.:
—  I/We (*) hereby give notice that I/We (*) withdraw from my/our (*) for the provision of the following service (*),
—  Ordered on (*),
—  Name of consumer(s),
—  Address of consumer(s),
—  Signature of consumer(s),
—  Date

12. Cancellation/Termination

12.1 This agreement runs for an indefinite period of time. You may terminate this agreement at any time by sending notice in writing to Clang at clang@tggp-network.com or at Clang Music GmbH , Muskauer Str. 50, D-10997 Berlin, Germany.

12.2 If you have subscribed a Certain Feature, and terminate this agreement before the end of your subscription, Clang will not refund for the unexpired period of your subscription.

12.3 Once the agreement has been terminated, your account and all Content and activities in relation to your account will be deleted by Clang. This shall not apply to such content, data or information that Clang is obliged or permitted to retain by law, regulatory or contractual obligations for a certain period of time. Please make sure that you back up any of Your Content or material that you have uploaded to your account before terminating the agreement. Clang assumes no liability for Your Content or material that is irretrievably deleted.

12.4 You acknowledge and agree that Clang has the right to remove Your Content, terminate the agreement or take court action or any other action, in Clang´s sole discretion, in case you breach any of the terms of these Terms of Use. If activities occur on your account which, in our sole discretion, might constitute a violation of these Terms of Use, or an infringement or violation of the rights of any third party, or of any applicable laws or regulations, Clang reserves the right, with or without prior notice, to suspend your account or terminate the agreement.

13. Third Party Websites and Services

Clang may give you access to third party websites and services. These services include applications, databases, networks, servers, products or services. These third party websites and services are not part of this Terms of Use. Clang assumes no responsibility for their content, operation or use and does not give any representation or warranty insofar.

14. Applicable Law and Jurisdiction
14.1 As far as admissible by law, this Agreement is subject to the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and excluding the principles of conflict of laws (international private law).

14.2 As far as admissible by law it is agreed that the place of performance and the place of jurisdiction for any disputes arising from this agreement shall be Berlin, Germany.

Last amended June 30, 2015.

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