terms and conditions for composers of audiocrowd GmbH

1. Scope of Application

1.1. audiocrowd GmbH, represented by its managing director Mr. Alexander Gieche, Alexander-Klein-Str. 1, 14469 Potsdam (hereinafter “audiocrowd”), operates a platform at https://de.audiocrowd.net and https://en.audiocrowd.net (hereinafter “audiocrowd.net” or the “Platform”) for the licensing of musical works. Through this technical platform, audiocrowd enables composers registered on the Platform to offer their musical works online and facilitates the conclusion of license agreements with end customers (hereinafter “Customer”).

1.2. A “Composer” is a person who creates musical works and therefore holds exclusive intellectual property rights in such musical works.

1.3. The following General Terms and Conditions for Composers (hereinafter “Terms”) govern the use of the Platform as well as the formation and processing of contracts facilitated by audiocrowd. In the relationship between audiocrowd and the Customer, the Terms and Privacy Policy for Customers apply, available online at https://de.audiocrowd.net/agb and https://de.audiocrowd.net/datenschutzbestimmungen. In the relationship between Composer and Customer, audiocrowd’s Terms for Customers also apply, under which the respective license agreement between Composer and Customer is concluded. The Composer acknowledges this and agrees to their applicability in relation to Customers.

2. Registration

2.1. Use of audiocrowd’s services as a Composer requires registration as a Composer. Registration is completed by opening an account and accepting these Terms. Upon registration, a contract for the use of audiocrowd’s services (hereinafter “User Agreement”) is concluded between audiocrowd and the Composer. There is no entitlement to the conclusion of a User Agreement.

2.2. Registration as a Composer is permitted only for natural persons with full legal capacity. In particular, minors are not permitted to register for audiocrowd’s services.

2.3. Registration is free of charge. During registration, all mandatory fields (first name, last name, address, street, postal code, city, email address, VAT identification number, information regarding small business regulation, payment details (IBAN or PayPal account), and password) must be completed fully and correctly by the Composer. The Composer is obliged to keep this information up to date at all times.

2.4. Selecting a password is required for registration. The password serves for digital identification and must not be disclosed to third parties. Keeping the password confidential is solely the responsibility of the Composer. Passing on the password is not permitted. The Composer is liable for all actions carried out using the password.

2.5. An audiocrowd account is not transferable.

2.6. There is no entitlement to registration. In particular, audiocrowd reserves the right to reject a Composer as a contractual partner. This applies especially if the Composer’s musical works do not meet the content and quality criteria established by audiocrowd for the Platform. Audiocrowd also reserves the right to delete accounts for registrations that have not been fully completed after a reasonable period.

3. Obligations and Warranties of the Composer

3.1 Lawfulness of Content

It is the Composer’s responsibility to ensure that the musical works uploaded to the Platform, as well as other content, are lawful and do not infringe any third-party rights.

The Composer undertakes to upload only such musical works for which the Composer holds the rights required for licensing.

If a musical work has been created jointly with other persons (joint authorship), the Composer may upload it only if the necessary consents have been obtained.

3.2 Prohibition of Unlawful Content

The Composer is prohibited from uploading musical works whose offering or licensing violates statutory provisions, third-party rights, or contractual obligations.

In particular, the Composer guarantees that no conflicting rights exist that would contradict the usage rights facilitated via the Platform.

3.3 Collecting Societies / PRO

The Composer is not required to offer exclusively works that are free from rights administered by collecting societies. The decisive factor is the information provided by the Composer pursuant to Section 3a (PRO status, Direct Deal, and scope of rights).

3a. Rights Declarations, PRO Status and Direct Deal (composer_rights_statement)

The following information provided by the Composer is stored as a structured rights declaration (composer_rights_statement) and serves as the binding basis for licensing offers facilitated through the Platform.

3a.1 Information on Collecting Societies (PRO)

Upon registration and on an ongoing basis, the Composer is required to provide truthful information regarding:

• whether the Composer is or has been a member of a collecting society (e.g., GEMA, PRS, ASCAP, BMI, SUISA, AKM, etc.)
  
• for which works rights are administered by a collecting society
  
• whether certain rights are excluded from such administration
  

Audiocrowd is entitled to store and evaluate this information and to use it for rights clarification vis-à-vis Customers.

3a.2 Direct Deal Declaration

The Composer may declare that, despite membership in a collecting society, certain usage rights may be licensed directly by the Composer (“Direct Deal”).

This declaration must specify in particular:

• which rights may be licensed directly
  
• for which territories
  
• for which term
  
• whether any limitations apply
  

Audiocrowd is not obliged to perform a legal verification of the effectiveness or admissibility of this declaration; the Composer’s declaration is decisive.

3a.3 Rights Categories (Rights Declaration)

For the Composer’s catalogue and/or the relevant musical work, the Composer declares in a binding manner which usage rights the Composer is authorized to grant and may license via the Platform:

• sync_right — synchronization right (combination with image or video)
• master_use_right — right to use the sound recording
• online_use_right — use in online media
• paid_ads_right — use in paid advertising
• broadcast_right — use in radio and television broadcasting
• public_performance_right — public performance
• ugc_platform_right — use on user-generated content platforms (e.g., YouTube, TikTok)
• adaptation_edit_right — adaptation, editing, cutting, and modification

These declarations form the core of the composer_rights_statement.

Baseline rights for regular platform licensing include in particular sync_right, master_use_right, online_use_right, ugc_platform_right, adaptation_edit_right, and paid_ads_right.

3a.4 Territorial and Temporal Scope

In the composer_rights_statement, the Composer additionally specifies:

territorial_scope_right

• Germany
  
• European Union
  
• Worldwide
  
• Individually defined territories
  

term_scope_right

• perpetual (unlimited in time)
  
• limited until a specific date
  

3a.5 Warranty

The Composer warrants vis-a-vis audiocrowd and licensees facilitated through the Platform that:

• the information provided is complete and correct
  
• the Composer is authorized to grant the declared rights
  
• no conflicting rights or obligations exist
  
• use via the Platform does not infringe any third-party rights
  

3a.6 Indemnification

The Composer indemnifies audiocrowd against all claims arising from incorrect, incomplete, or not timely updated rights declarations in the composer_rights_statement.

This includes, in particular, claims by:

• collecting societies
  
• co-authors
  
• rights holders
  
• licensees
  
• other third parties
  

The indemnification also includes reasonable legal defense costs.

3a.7 Obligation to Update

The Composer is obliged to notify audiocrowd without undue delay of any changes, in particular:

• joining or leaving a collecting society
  
• changes in rights administration
  
• loss of Direct Deal authorization
  
• transfer of rights to third parties
  
• other restrictions affecting licensability
  

Audiocrowd is entitled to temporarily deactivate affected works until clarification.

3a.8 Use of the Declarations

Audiocrowd may use the declared rights information from the composer_rights_statement for:

• automated rights checks
  
• customer consulting
  
• creation of licensing models
  
• risk assessments and internal scoring systems
  
• display of relevant rights information to Customers
  
• transfer of structured rights information to connected review and recommendation systems (e.g., Rightscore)
  

3a.9 Extendable Fields (additional_rights_fields)

Audiocrowd is entitled to extend the composer_rights_statement with additional structured rights fields or clarification fields (additional_rights_fields) to the extent such extensions serve to specify, classify, or technically map the rights declarations already governed by these Terms.

Such extensions do not create additional, materially new core obligations for the Composer, provided they do not exceed the regulatory scope described in these Terms.

Where required, the Composer is obliged to complete such additional fields truthfully and to update them in case of changes.

3a.10 Extended Rights (extended_rights) for Comprehensive Safeguarding

The rights categories set out in Section 3a.3 form the operational minimum set for day-to-day licensing business.
For enhanced safeguarding in complex usage scenarios, audiocrowd may collect additional declarations regarding the following extended rights:

• neighboring_performer_rights — consent/grant of relevant neighboring rights of performing artists
  
• producer_label_rights — chain of title at producer/label level
  
• sample_clearance_rights — clearance of any sample, interpolation, or third-party source material rights
  
• voice_lyrics_text_rights — rights in vocals, lyrics, spoken word, and comparable contributions
  
• moral_rights_waiver_scope — permissible consents for adaptation/use within moral-rights limits
  
• conflict_priority_rule — rule defining which declaration prevails in case of conflicting rights information

To the extent such extended rights are relevant for a specific use case, the Composer is obliged to provide complete and truthful declarations.

3a.11 Binding Cooperation Duties for Marketing and Sales

Active cooperation by the Composer in rights conflicts and reporting processes is a prerequisite for marketing and selling musical works via audiocrowd.

In particular, the Composer undertakes to:

• actively and without undue delay cooperate in claims, takedowns, and comparable platform conflicts (cms_takedown_cooperation)
  
• provide all required information and supporting documents for PRO/broadcast reporting, cue sheets, and comparable reporting processes fully and on time (cue_sheet_reporting_obligation)
  

If the Composer breaches these cooperation duties, audiocrowd is entitled to temporarily or permanently exclude affected works from marketing.

4. Uploading Musical Works and Inclusion on the Platform

4.1. After successful registration, the Composer may upload musical works via the account interface in WAV or AIFF format, assign titles, provide descriptive texts, add length and tempo information, and provide detailed information on instrumentation, genre, mood, and intended use.

4.2. Musical works uploaded by the Composer will be activated only after review by audiocrowd and then made available on the Platform.

4.3. The Composer has no entitlement to activation. Audiocrowd reserves the right, without stating reasons, not to activate musical works. In this case, the uploaded data will be deleted.

5. Authorization and Order Processing

5.1. Uploading a musical work to the Platform does not yet constitute a binding offer by the Composer. The offer to conclude a license agreement is made by the Customer through submission of a binding order in accordance with the Terms for Customers. The license agreement between Composer and Customer is concluded when audiocrowd, acting as the Composer’s representative, sends the Customer an order confirmation email and declares acceptance of the Customer’s offer on behalf of the Composer.

5.2. The Composer authorizes audiocrowd to receive the Customer’s contractual declarations (e.g., offers, withdrawal notices) on the Composer’s behalf and to take the necessary steps for contract performance and processing.

5.3. The Customer pays license fees to audiocrowd, which handles payment processing for the respective Composer. The Composer authorizes audiocrowd to receive online payments from Customers. Audiocrowd determines which payment methods are offered. Payout of license fees due to the Composer is made by offsetting against outstanding fees pursuant to Section 6.4.

5.4. Audiocrowd may use third parties to perform its obligations, provided that compliance with its obligations is ensured.

5.5. Audiocrowd may issue Customers a confirmation of the granted usage rights after a license purchase. This confirmation is based on the rights declared by the Composer in the composer_rights_statement and does not constitute an independent legal review by audiocrowd. In particular, it does not constitute a guarantee that the work is free from rights of collecting societies unless expressly stated as part of the Composer’s declared rights.

5.6. Audiocrowd endeavors to maintain the availability of the Platform as uninterrupted as possible. Temporary interruptions may occur due to maintenance, security reasons, or circumstances beyond audiocrowd’s control.

6. Fees / Payment Processing

6.1. For each contract concluded with a Customer via the Platform, audiocrowd receives a fee according to the current fee schedule, which can be viewed in the Composer account.

6.2. Audiocrowd reserves the right to adjust fees if reasonable, taking into account the legitimate interests of both parties. Fee increases may occur due to significant improvements or expansion of services. Audiocrowd will notify the Composer at least two months in advance.

6.3. Audiocrowd collects payments from Customers as the Composer’s representative and pays them out according to agreed rules. The Composer bears the risk of fraudulent payment use. Audiocrowd reserves the right to correct payouts if payments are reversed.

6.4. Audiocrowd issues monthly statements detailing revenues, fees, and balances. Statements are accessible in the Composer account and are deemed received after 14 days.

6.5. Payouts are made once a minimum balance of EUR 50.00 is reached.

7. Liability of audiocrowd

7.1. Audiocrowd is not liable for performance of contracts between Composer and Customer, except for services expressly owed under these Terms.

7.2. Liability for damages exists only in cases of intent or gross negligence, or for injury to life, body, or health, or breach of essential contractual obligations.

7.3. Liability for breach of essential obligations is limited to foreseeable damages typical for the contract.

7.4. Audiocrowd is not liable for damages caused by factors beyond its control.

7.5. Audiocrowd is not liable for orders made using unlawfully obtained payment data.

7.6. Liability limitations also apply to employees and agents.

7.7. Mandatory product liability laws remain unaffected.

8. Indemnification

8.1. The Composer indemnifies audiocrowd against all claims by Customers or third parties arising from infringement of rights by content uploaded by the Composer. The Composer bears reasonable legal defense costs unless not responsible for the infringement.

9. Contract Term, Termination, Suspension

9.1. The contractual relationship begins upon registration and is concluded for an indefinite period.

9.2. Composers may terminate the User Agreement at any time in writing.

9.3. Audiocrowd may terminate with 14 days’ notice to the end of the month.

9.4. Audiocrowd may take measures including deletion of content, warnings, usage restrictions, or suspension in case of violations or legitimate interests.

9.5. Suspended or terminated Composers may not re-register.

9.6. Final settlement will be issued after termination.

9.7 Continuation of Existing Licenses
Existing license agreements remain unaffected by termination or suspension. Rights granted to Customers are unlimited in time.

10. Grant of Usage Rights

10.1. The Composer grants audiocrowd a non-exclusive, worldwide right to use the uploaded musical works for the operation of the Platform.

10.2. This grant is limited to the contract term, except where ongoing availability is required for existing licenses.

10.3. Rights granted to Customers are governed by the Terms for Customers and are non-exclusive.

11. Confidentiality, Data Protection

11.1. Both parties undertake to keep confidential all information obtained in connection with the contract.

11.2. Applicable data protection laws must be observed.

12. Amendment of Terms

12.1. Audiocrowd may amend these Terms for valid reasons.

12.2. Changes will be communicated at least four weeks in advance.

12.3. Failure to object constitutes acceptance.

13. Transitional Provision for Existing Composers

Existing Composers must accept the updated Terms and provide required rights declarations for continued licensing.

14. Final Provisions

14.1. Amendments must be in writing.

14.2. If individual provisions are invalid, the remainder remains effective.

14.3. German law applies, excluding CISG.

14.4. Place of jurisdiction is Berlin where legally permissible.

14.5. Composer terms do not apply unless explicitly agreed.

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Version: February 2026