Seller Terms of Use

Ubetoo Distribution - Terms of Use

1. The service

The Ubetoo website www.ubetoo.com (“Website”) is a marketplace for entertainment. The Ubetoo website permits the submission by registered originators (“Originators”) of music, pictures, video content and other materials which has not previously been published (“Originator Submissions”) and the digital distribution of such Originator Submissions by Ubetoo and/or third party service providers through download, streaming, sales platforms and subscription services or other current or future digital distribution technologies to end consumers (“Digital Distribution”). Ubetoo further cooperates with third party service providers to make available various technical configurations of Originator Submissions such as ringtones, realtones and/or ringbacktones as downloads (“Mobile Services”). The aforementioned is below jointly referred to as the Service.

2. Access to the Website

Those registering as an Originator on the Website must be 18 years old or have the consent of a guardian. Ubetoo is not responsible for persons who register and are under 18 years of age or who do not have the consent of a guardian. Upon registration, the Originator) registers an Originator e-mail address (“Originator ID”) and selects a password (“Password”). The Originator ID and Password are personal and may only be used by the Originator. The Originator is responsible for the Originator ID and Password being kept in a secure manner and inaccessible for third parties. Regardless of the manner in which a third party got to know, or obtained access to, the Originator ID and Password, the Originator is responsible for all unauthorized use of the Service, including all particulars registered by the Originator, until the Originator has requested that Ubetoo block the Originator ID and the Password pertaining thereto. By ticking the box provided and clicking on the button provided for registration of Originator particulars, the Originator accepts and undertakes to comply with these Terms of Use.

Ubetoo reviews all registrations for membership. Membership in Ubetoo is contingent upon Ubetoo's approval of the registration. If Ubetoo approves membership in Ubetoo, the Originator receives confirmation thereof. Ubetoo reserves the right freely to deny membership. Access to the service starts on the day upon Ubetoo has confirmed the membership to the Originator. These Terms of Use apply to the subscription.

3. Contributions

Originator is solely responsible for Originator’s own Originator Submissions and all the consequences of posting/publishing them. In connection with Originator Submissions, Originator confirms, signifies, and warrants:

(a) that Originator possesses the full power and authority and that Originator owns or has the necessary licenses, rights, consents, and permissions to use and authorize Ubetoo and third party service providers to use every and all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all Originator Submissions to enable inclusion and use of the Originator Submissions in the manner contemplated by the Website and these Terms of Use.

(b) that Originator has the written consent, release, and permission of each and every identifiable individual person in the Originator Submission to use the name or likeness of each and every such person to enable inclusion and use of the Originator Submissions in the manner contemplated by the Website and these Terms of Use.

In connection with Originator Submissions, Originator further agrees not to:

(a) Submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless Originator is the owner of such rights or has permission from their rightful owner to post the material and to grant Ubetoo and third party service providers all of the license rights granted herein.

(b) Publish falsehoods or misrepresentations that could damage Ubetoo or any third party.

(c) Submit material that is unlawful, obscene, defamatory, libellous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offence, give rise to civil liability, violate any law, or is otherwise inappropriate.

(d) Post advertisements or solicitations of business without prior permission from Ubetoo.

(e) Impersonate another person.

Originator further warrants and represents to indemnify and hold harmless Ubetoo of and from any and all obligations to any costs, expenses or disbursements with respect to any suits, actions, proceedings or claims arising from any breach of the aforementioned warranties. In respect of reasonable and justified third party claims, Ubetoo shall have the right to withhold any royalties or remuneration for merchandising set forth in section 6 or 7 below and Ubetoo shall further, after receipt of a court order or conclusion of a binding settlement approved by Originator, have the right to deduct any payments to third parties from any royalties stated hereunder.

4. Assignment

Originator assigns to Ubetoo the exclusive, worldwide and assignable right to, during the term set forth in section 16 below, make available and make copies of Originator Submissions for Digital Distribution and Mobile Services, as well as the rights of synchronization and adaptation with respect to the aforementioned exploitations. Originator agrees not to make available Originator Submissions to any third party during the term of these Terms of Use.

5. Price and payment

Originator shall pay to Ubetoo a half year or a yearly fee for the Service, exclusive of value added tax, to be paid annually or semi-annually in advance as further published on the Website. The current fee is set forth in the applicable price list published on the Website.

In the event of cessation of publication in accordance with section 12 below, Ubetoo shall have no obligation to repay any fee set forth in this section 5.

6. Royalties

Royalties with respect to the Service and the rights granted by Originator to Ubetoo under these Terms of Use will be collected by Ubetoo or any third party appointed by Ubetoo, and paid to Originator, in accordance with the following.

Any and all royalties for Digital Distribution and Mobile Services with regard to Originator Submissions shall be accrued on monies paid to Ubetoo during the term of these Terms of Use and allocated and distributed between Ubetoo and Originator in accordance with the at each time applicable distribution levels published on the Website, and in accordance with the following, exclusive of value added tax:

(i) Up to the accumulated amount per month published on the Website: 100 % to Originator.

(ii) Exceeding the accumulated amount per month set forth in section (i) above: 75 % to Originator, and 25 % to Ubetoo.

The accumulated royalties will be paid once a month to a personal PayPal account provided by the Originator. For setting up a free personal PayPal account, visit www.paypal.com.

Ubetoo reserves the right to withhold payment of royalties if it comes to the knowledge of Ubetoo that the Service is being used in a manner which contravenes these Terms of Use.

Should the Originator submit material that is copyrighted or subject to third party proprietary rights and the Originator is not the owner of such rights or does not have permission from their rightful owner to post the material, the Originator shall be obliged to repay the royalties to Ubetoo.

Any royalties not transferred or withdrawn for a period of 6 months from when the royalties accrued will be withheld by Ubetoo. The Originator shall consequently not be entitled to any funds that have been deposited with Ubetoo for a period in excess of 6 months.

Originator’s right to receive royalties for Digital Distribution and Mobile Services with regard to Originator Submissions shall be conditioned upon full and timely payment of the monthly fee set forth in section 5 above. For the avoidance of doubt, it is explicitly set forth that in the event of non-payment as above, the assignment in accordance with section 4 above shall continue to be valid for the full term of these Terms of Use.

7. Merchandising

The Originator may appoint Ubetoo as a sub-contractor for merchandising of products such as t-shirts, textiles, accessories etc. during the term of these Terms of Use. The Originator understands and accepts that merchandising may include the name, artist name and/or image of the Originator. Merchandising will be carried out through one of the following models, as agreed between the parties:

(i) Ubetoo shall manufacture and sell products to end consumers. Any and all net incomes for merchandising through manufacture and sale shall be allocated and distributed between Ubetoo and Originator in the following proportion, exclusive of value added tax:

50 % percent to Originator, and 50 % percent to Ubetoo.

(ii) Ubetoo shall manufacture products on behalf of, and sell products to, Originator. Originator shall purchase the products to the price set forth in the applicable price list published on the Website, exclusive of value added tax.

8. Accessibility

Ubetoo shall work for the Service being accessible 24 hours per day. Ubetoo is entitled, however, to stop publication on the Website, the Service or parts of the Service to carry out customary and necessary maintenance of the system. Ubetoo is not responsible for interruption to publication which is a result of circumstances outside the control of Ubetoo and which Ubetoo could not foresee and the consequences of which Ubetoo could not avoid.

9. Consent pursuant to the Personal Data Act and the Marketing Act

By approving and accepting these Terms of Use, the Originator provides his/her consent pursuant to section 10 of the Personal Data Act (SFS 1998:204) for Ubetoo to register, disclose and otherwise process personal data and other information pertaining to the Originator to the extent required for Ubetoo to be able to provide the Service.

Ubetoo will only collect personal data necessary for providing the Service. Personal data are used to administer the Service and to communicate with the Originator. The Originator consents to Ubetoo using the particulars to allow Ubetoo and Ubetoo's third party contractors to direct marketing, through e-mail or other electronic media, or through regular mail, to the Originator. The Originator is entitled, at any time, to request by notification to Ubetoo that such marketing is stopped. Ubetoo is entitled to transfer the personal data of the Originator to related companies, subsidiaries and third party contractors regardless of whether these are established within the EES or not.

By approving and accepting these Terms of Use, the Originator understands and accepts that Ubetoo and/or its third party contractors may publish advertisements in conjunction with the Originator Submissions and that Ubetoo will market the Service by utilizing the Submissions as well as the name, artist name and image of the Originator on third party websites. Furthermore the Originator understands and accepts that the Originator Submissions may be interrupted by advertisements.

10. Intellectual property rights

The title and copyright and other intellectual property rights to the Service and constituent parts of the Service belong to Ubetoo, with the exception of Originator Submissions, and do not, through these Terms of Use, pass in any respect to the Originator. The Originator is not entitled to assign or transfer to a third party its right to use or access the Service or its contents.

11. Limitation of liability

Ubetoo is not responsible for information provided on the Website or for assignments mediated through the Service. Ubetoo is not liable for direct, indirect or other loss to person or property or loss which can affect the Originator or third party which results from the Service, usage of or fault, such as an interruption in the Service or in the information forwarded with the Service. Nor is Ubetoo liable for any part of the data secrecy in conjunction with transmission of information upon use of the Service.

12. Cessation of publication etc.

Ubetoo is entitled to de-register, with immediate effect, the Originator from the Service and to remove Originator Submissions or Originator's Ubetoo account from the Website if it transpires that particulars in the Originator Submissions, Originator's Ubetoo account or the actions of the Originator are otherwise morally offensive, can be perceived to be sexual in nature, or in contravention of law or good practice, constitute infringement in the rights of a third party or on other grounds can entail a liability to pay damages for Ubetoo, are damaging to the goodwill which Ubetoo enjoys or in any other way, in the opinion of Ubetoo, are detrimental for the Service, another Originator, Ubetoo or third party service providers. The same shall apply if it comes to the knowledge of Ubetoo that the Service is being used in a manner which contravenes these Terms of Use or, if Ubetoo, in the opinion of Ubetoo, is obliged to do such under applicable legislation. Ubetoo is not liable to provide prior information to the Originator that Ubetoo will de-register the Originator from the Service and remove the Originator's Ubetoo account or material from Originator's Ubetoo account from the Website. Ubetoo will immediately remove any Originator Submissions if Ubetoo is notified of a dispute in the ownership of the materials. Such Originator Submissions will not be re-published before Ubetoo is presented clear and unambiguous evidence on ownership of such materials.

Material which the Originator has delivered to Ubetoo in conjunction with registration and which the Originator has expressly requested be returned to the Originator shall be returned to the Originator when the Originator's Ubetoo account is completed. Ubetoo is not entitled to use the material other than on behalf of the Originator.

13. Force majeure

A party is relieved from sanctions for failure to fulfil certain obligations under these Terms of Use, if the failure is due to a circumstance of the kind which is stated below (“Relieving Circumstance”) and the circumstance prevents, or considerably complicates the fulfilment in due time thereof and the party has not been able to control the circumstance. A Relieving Circumstance shall be deemed to be, inter alia, an authority's action or omission, new or amended legislation, departure of personnel, sickness or other impairment of work ability, death, labour-market conflicts, blockade, lightning, fire, flooding, loss or destruction of data or property of material importance, restrictions in power supply, shortage of transport, goods or energy, or for faults or delays in the delivery of goods or services by a supplier, faults in the public data or telephone or cable or mobile phone network and faults in hardware and software. If a party wishes to invoke relief pursuant to the provisions above, the party shall without unreasonable delay inform the counterparty hereof.

14. Amendments to terms

Ubetoo is entitled to amend provisions in these Terms of Use. The Terms of Use applicable at any given time can be found on the Website. Amendments of any kind may be carried out immediately. Originators concerned will have to accept the new Terms of Use in order to continue to use the Service. In the event Originator does not accept the new Terms of Use, Ubetoo shall have the right to terminate these Terms of Use and to de-register the Originator from the Service.

15. Liquidation

In the event Ubetoo goes into liquidation, these Terms of Use will immediately terminate and the rights granted under these Terms of Use will immediately expire.

16. Term and termination

These Terms of Use will remain in force until terminated by either party in writing, with a notice period of three (3) months.