Standard terms and conditions of use of the ZAPLOOP.COM website
Welcome to the ZAPLOOP.COM website.
Please carefully read the following clauses which govern the use of the "ZAPLOOP.COM" website (hereinafter referred to as the "Standard Terms and Conditions of Use"). These Standard Terms and Conditions of Use apply to ZAPLOOP.COM, a Web and mobile service of ZAPLOOP.
PRESENTATION
ZAPLOOP.COM allows the internet user who accepts these Standard Terms and Conditions of Use to access a lawful music distribution service for a fee, whereby an interface is provided for “Artists“ (musician, music band, producer, labels) and internet user “Fans“ to interact. On ZAPLOOP, Artists entrust the distribution of their music to their Fans, who can all be remunerated on the basis of sales to internet users.
ZAPLOOP.COM is the interface between the Artists and the Fans who directly promote the Artists.
ZAPLOOP.COM makes available to the Artists the online music file uploading, sales monitoring and invoicing interface.
ZAPLOOP.COM makes available to the Fans a database consisting of non-downloadable samples (streaming transfer) of the tracks the distribution of which is entrusted to it. It also provides them with the interface allowing the generation of Playlists and the transfer thereof to their personal web pages.
ZAPLOOP allows to internet users to lawfully download statutorily any track selected within a Playlist.
- Methods of promotion on the website
The means implemented by ZAPLOOP.COM shall depend on the success of the recordings which are automatically ranked on our homepage on the basis of the following criteria: popularity by number of Fans, popularity by number of sales of Artist's tracks, etc.
1.1 You (hereinafter also referred to as "Artists, Fans") are authorised by ZAPLOOP, a company bearing SIREN registration number B 499 119 717, whose registered office is located at 45, Avenue Victor Hugo, Building 204, 93300 AUBERVILLIERS, (hereinafter also referred to as "ZAPLOOP" or ‘we’) to access and use the "ZAPLOOP.COM" website and service at the following URL: www.ZAPLOOP.COM, as well as its extensions and any other site created in replacement thereof (hereinafter referred to as the/our "Website"), provided that you comply with all of the Standard Terms and Conditions of Use. We may vary the Standard Terms and Conditions of Use at any time, in particular, to adapt them to changes to the Website. You shall be informed of these variations on the Website homepage.
1.2 In order to use the features available on the Website (these features are hereinafter referred to as the "Service"), you must register as a “Fan“ or “Artist“ member. To register, you must enter your profile information and provide us with the compulsory information indicated with an asterisk in a truthful, comprehensive and accurate manner. You must also accept these Standard Terms and Conditions of Use as well as, where applicable the Artist contract or the Fan contract offered to you during the registration process. The detailed procedures for Artist registration appear in article 2.3 of these Standard Terms and Conditions of Use. The detailed procedures for Fan registration appear in article 3.2 of these Standard Terms and Conditions of Use.
1.3 Your user name and password are your personal property and you shall be solely responsible therefor. You shall have sole custody thereof and assume the risks of loss thereof. For this reason, you must take all appropriate measures to ensure the confidentiality, security, and proper use thereof, and to prevent disclosure thereof to unauthorised third parties. You shall be solely liable for any use of your user name and password by any other person, and in particular, for any transactions carried out through the account created by you to use the Website. You must immediately inform ZAPLOOP of any unauthorised use of your account or of your password, as well as of any circumstances of which you are aware and which may lead to such use.
1.4 If you lose or forget your user name or your password, you must inform us thereof and follow the security control procedure that we may implement. We shall be entitled to suspend your user name and password if we are of the opinion that the security protocols for all or part of the Website have been or are likely to be breached. We may at our discretion change the user name and/or the password that you use to log on to the Website. However, we shall not be under any obligation to exercise any duty of individual monitoring or surveillance in respect of the use of your user name and password, and shall therefore not be liable for any adverse consequences or loss occurring as a result of access to the Website and use of the Service by a person using your user name and/or password without having obtained a prior authorisation to do so.
1.5 The Service shall not include the provision of a computer, internet access or of a mobile phone or any other equipment. To use the Service, you must have the appropriate telecommunication means and Internet access. You must yourself complete all steps and formalities required to obtain and operate these means and equipment allowing you to access the Website and use the Service. You shall be solely and exclusively liable for the use of these means and equipment. In particular, we shall not be under any obligation to bear any of the costs relating to the use of such means and equipment, such as the access fees charged by a telecommunications operator or Internet access provider.
1.6 You must use the Website in accordance with applicable law.
1.7 You shall not attempt to access our information systems, our servers or our databases, nor use our computer equipment without authorisation.
1.8 ZAPLOOP.COM is designed to be used exclusively within the framework of the Service. Consequently, the Software (as defined in Article 9 hereinbelow) for which a user licence is granted to you may not be used otherwise than within the framework of the Service. You are not authorised to use the Software for any other purposes. Furthermore, you shall not use ZAPLOOP.COM by any means other than the Service. You also undertake not to create or provide other means and resources, such as server emulators allowing the use of ZAPLOOP.COM by other persons. You are not authorised to carry out reverse engineering operations, to decompile or to disassemble the software, including all communication protocols used by the software, except in accordance with the conditions and limits strictly defined by law.
1.9 To be a member of ZAPLOOP.COM, you must have the requisite legal capacity, and be of a minimum age of 18 years if you are an individual, and have filled out all compulsory fields appearing on the ZAPLOOP.COM registration forms, and you must have read and accepted these Standard Terms and Conditions of Use during your registration process.
2. USE OF THE ZAPLOOP.COM SERVICE BY THE ARTIST
2.1. Principles of operation
- General principle
The generic term “Artist“ encompasses a performer, a band, a producer or a label, holding the digital exploitation rights over the tracks uploaded to the ZAPLOOP servers.
Once registered, the Artist entrusts the digital distribution of all or part of its repertoire to ZAPLOOP, through the Fans who make those available on their personal pages in the form of samples with a view to the sale thereof by means of a download against payment (full track).
Upon receipt by ZAPLOOP of the distribution agreement signed by the Artist, accompanied with documents evidencing his identity, the Artist shall receive remuneration proportional to the volume of downloaded tracks sold.
- Non-exclusivity
The Artist shall be free to make his music recordings available to the public via any distribution platform of his choice; the aim of ZAPLOOP is to provide the Artist with greater market access, via the Fans.
- Remuneration of the Artist
The sale price shall be set by the Artist. This price shall be comprised between 0.50 euros and 1.50 euros, excluding VAT.
ZAPLOOP shall pay to the Artist a proportional fee equal to 50% of the net receipts from the downloads.
"Net receipts" shall refer to all amounts derived from the downloads for a fee of the Artist's tracks, minus any applicable taxes as well as amounts paid or payable to the any collective copyright management company, such as SACEM.
- "Turnkey" service
Payment shall take place via PAYPAL®.
ZAPLOOP shall send an email to the address stated in the Artist's account, and he will immediately receive the funds on his PAYPAL® account if he already holds one that is associated with this email address, otherwise he will receive a message explaining how to open a PAYPAL® account and receive the funds.
2.2. Conditions of registration
- The Artist warrants the unrestricted ownership of the right to the uploaded tracks.
- The Artist warrants that the works reproduced in the music recordings that he makes available on ZAPLOOP's servers are original and do not infringe any third-party rights whatsoever.
- The Artist must not be bound by any exclusivity undertaking vis-à-vis of any third party whatsoever.
- The Artist must indicate to ZAPLOOP, where applicable, the name of any collective copyright management company entrusted with the works reproduced in the music recordings that he makes available on ZAPLOOP's servers.
- The Artist must indicate to ZAPLOOP, where applicable, to which collective management company representing phonogram producers he is affiliated (such as SCPP or SPPF).
2.3. Registration process
- Creation of the ZAPLOOP account (access to the management and Upload interface)
> Registration form;
> Online acceptance of these Standard Terms and Conditions of Use;
> Online acceptance of the Artist/Label Contract (distribution agreement);
> Summary;
> Validation by the Artist.
- Signature of the Artist/Label Contract, which shall be sent back in two initialled (each page) and signed originals, accompanied with the Artist's identification or the certificate of incorporation of the Label (access to the invoice creation and generation interface).
2.4. Uploading contents
1. Filtering principles: ZAPLOOP has implemented a filtering tool allowing it to verify the information regarding the rights contained in the ID3 tags of the MP3 files. All files comprising DRM shall be rejected. ZAPLOOP hereby undertakes to use its best endeavours to ensure that the contents uploaded on the servers are filtered upstream.
2. Uploading tracks: files in MP3, WMA, AAC or OGG format are accepted.
- Provision of additional information: Artist's name, name of the work, name of composer, of author, ISRC code, etc. + visual (sleeve, photo, logo, etc.);
- Warranty of ownership of rights: The Artist warrants peaceful possession of its recordings intended to be sold by way of downloads on the internet and via all mobile phone services. In particular, he warrants that he is the holder of the copyright (composer, arranger, publisher, etc.), of the connected rights (producers, performers, etc.) and of all items protected by an intellectual property right (trade mark, visual, photograph, logo, image, etc.) comprised in his contents uploaded to our servers. This warranty shall be provided by the Artist, as well as the members of his Band.
ZAPLOOP shall be free to use, as the Artist so warrants, the Artist's or the Band's name/alias/stage name, and any visual item provided by the Artist, in order to ensure optimum visibility of the Recordings on the internet.
2.5. Monitoring sales and payment
- The Artist may monitor the sales and the payments via the reporting and invoicing interface;
- The payment of the Artist's fees shall require him to hold a PAYPAL account, and that he returns the signed Artist/Label Contract to ZAPLOOP, accompanied with a copy of identification document;
- If the Artist has performed his track with one or more Artist(s), performer(s); and/or if he acts on behalf of a Band, the commissions accruing to the Artist shall be allocated between all Artists/authors/Band members having taken part in the recording of the music tracks, under the Artist's sole responsibility.
3.1. Principles of operation
- General principle
Once registered, the Fan may, using the tracks entrusted by the Artists to ZAPLOOP for distribution, generate Playlists of samples, that he may incorporate into his blog or any personal web page of his choice, with a view allowing internet users to discover same (streaming), or to obtain remuneration in the event of a download.
The Fan may thus faire provide a soundscape for his personal web, while simultaneously contributing to the promotion of the Artists he appreciates and by encouraging the lawful downloading of music.
- Remuneration of the Fan
Each track appearing on a Playlist may be downloaded from the ZAPLOOP platform. Any internet user who browses a Fan's Playlist may download all or part of the tracks appearing thereon in full. Where applicable, the internet user shall be automatically redirected towards the ZAPLOOP platform.
ZAPLOOP shall pay the Fan a commission equal to 25% (twenty five percent) of the net receipts derived from the downloads launched from his Playlists.
“Net receipts“ shall refer to the income derived from downloads against payment launched from a Playlist of the Fan, the price of which has been collected by ZAPLOOP, reduced by applicable taxes.
- "Turnkey" service
Payment shall take place via PAYPAL®.
ZAPLOOP shall send an email to the address stated in the Fan's account, and he will immediately receive the funds on his PAYPAL® account if he already holds one that is associated with this email address, otherwise he will receive a message explaining how to open a PAYPAL® account and receive the funds.
3.2. Registration process
- Creation of the ZAPLOOP account (access to the management and Upload interface)
> Registration form;
> Online acceptance of these Standard Terms and Conditions of Use;
> Online acceptance of the Fan Contract (business provider agreement);
> Summary;
> Validation by the Fan.
- Signature of the Fan Contract, which shall be sent back in two initialled (each page) and signed originals, accompanied with the Fan's identification (access to the invoice creation and generation interface)
3.3. Creation of the Playlists and transfer
The Fan may create the Playlists of samples using the tracks made available by the Artists on ZAPLOOP.COM.
ZAPLOOP assumes no liability in respect of the contents of the Artist's Playlist, and therefore in respect of music track compilations selected by the Fan.
The Fan shall refrain from exporting of the Playlists towards web pages not exclusively edited by him. ZAPLOOP shall not under any circumstances whatsoever be personally liable for the contents of the web pages edited by the Fan.
The Fan shall refrain from publishing on his personal pages which include a Playlist any defamatory, derogatory or insulting remarks vis-à-vis the Artists, or from presenting the Playlist jointly with contents that are unlawful or breach public order.
3.4. Monitoring sales and payment
- The Fan may monitor the sales and the payments via the reporting and invoicing interface;
- The payment of the Fan's commissions fees shall require him to hold a PAYPAL account, and that he returns the signed Fan Contract to ZAPLOOP, accompanied with a copy of identification document;
When using the Service, you shall refrain in particular from:
(a) using the Service for the purposes of opinions polls, draws and competitions, pyramid schemes or other similar transactions, or to send unsolicited chain mails, e-mails, spam or any advertisement or promotional item, whether or not for commercial purposes;
(b) abusing, harassing, threatening, making defamatory, obscene, racist or pornographic statements, or statements that infringe other parties' rights (in particular, the right to privacy and personality rights), or from using the Service in an aggressive or abusive manner.
(c) publishing, displaying, downloading, distributing or circulating any inappropriate, defamatory, obscene, indecent or unlawful material;
(d) uploading text or music files, pictures, videos, software or any other item protected by intellectual property rights, rights to privacy or personality rights to the Website, unless you hold the relevant rights or the authorisations required for the exploitation thereof;
(e) uploading files to the Website that include viruses, Trojan hoses, worms, logical bombs, corrupt files or any other software or code that may cause harm to third parties' computers or property;
(f) commercially promoting or inciting persons to purchase or sell goods and services other than the services offered by ZAPLOOP;
(g) downloading from the site any file posted by another user where you are aware or suspect that this file cannot be freely made available to third parties in this manner;
(h) counterfeiting or deleting any mark identifying an author, any statutory statements, any evidence of ownership or mark showing the origin of a track of any other item comprised in a in a file uploaded to the Website;
(i) restricting or preventing the use of the Service by any other user;
(j) breaching the rules of proper conduct, in particular, Netiquette;
(k) collecting/compiling/processing of Private Data in breach of the provisions of the French Data Protection Act of 6 January 1978;
(l) breaching any statute or regulation in force, or any intellectual property rights held by third parties;
(m) trying to mislead other users by creating false identities or usurping a third party's user name;
(n) tampering with headers or other identifying marks so as to mask to origin of any item transmitted via the Service;
(o) using, downloading from the Website or otherwise reproducing or providing to any party whatsoever (whether free of charge or for a fee) any directory of users of the Website or any other information pertaining to the users or the use of the Website.
4.1 We reserve the right to monitor posted or downloaded items and to remove, at our sole discretion, any item available via the Service. In the event of any use that does not comply with these Standard Terms and Conditions of Use, we may, ipso jure and at any time, terminate and block your access to the Website, without prior notice.
4.2 We reserve the discretionary right (i) at any time to disclose any information allowing us to meet regulatory requirements in force or at the request a relevant authority, and (ii) to modify, refuse to publish or remove any information or other item available on the Website.
4.3 Items uploaded to the Website may be subject to limitations regarding the extent of use, reproduction and/or circulation thereof.
4.4 We may at any time modify, suspend or discontinue all or part of the Service, and we shall not howsoever be liable in this regard. We shall endeavour to inform you in advance via the Website homepage, in particular, in the event of a significant change to the Service or cessation thereof.
5. DOWNLOADING
Downloading tracks via the ZAPLOOP platform shall require prior registration of the internet user and unreserved acceptance by him of the Standard terms and conditions of Sales of ZAPLOOP.
6. EXCLUSION WARRANTIES AND LIMITATION OF LIABILITY
6.1 This Standard Terms and Conditions of Use list a number of cases in which we limit or exclude our liability for certain losses that may occur within the framework of the use of the Service. The exclusions and limitations set forth hereinbelow, as well as those set forth in other articles of these Standard Terms and Conditions of Use, are intended to allow you to assess the risks relating to the use of the Service. They are justified inter alia by the fact that a substantial part of the Service to which you have access is provided free of charge.
6.2 We do not assume any obligation in connection with the provision of the Service other than those (i) expressly appearing in these Standard Terms and Conditions of Use, and (ii) arising under applicable mandatory statutory provisions.
6.3 The information that we make available to you on the Website originates from reliable sources, as far as we are aware. However, we do not warrant the accuracy of this information.
6.4 You assume the risk inherent in your use of the Website. In particular, you shall download any items from the Website at your sole risk. More specifically, we do not grant any warranty in respect of:
(a) any Service malfunction or interruption, it being specified that we endeavour to implement the means and resources required to limit such malfunctions or failures;
(b) the quality, the accuracy, the effectiveness, the comprehensive nature and the performances of the Website or the fitness thereof for a specific purpose. Consequently, our liability shall not be sought in respect of the foregoing.
6.5 We shall not be held liable for (i) any loss you may suffer that is characterised as a pure economic loss, and (ii) the loss of data, of expected savings, of profits and any other form of economic loss. We also exclude liability in respect of any consequential losses, whether tangible or intangible, foreseeable or unforeseeable.
6.6 Subject to the foregoing provisions, if our liability is sought in connection with your use of the Website, the amount of compensation which you may claim shall be limited to the aggregate of the amounts that you shall have paid, if any, to access the Website.
7. PROTECTION OF PRIVATE DATA
The private data that you provide to us shall be treated and processed in strict compliance with applicable legislation and you shall hold a right of access, correction and objection, on mere request, in respect of your data.
To that effect, please read our "LEGAL NOTICES"
8. LINKS TOWARDS WEBSITES OPERATED BY THIRD PARTIES
8.1 You acknowledge and accept that certain links on the Website shall redirect viewers towards resources located on servers operated by third parties over which we have no control and whose activities are not approved by ZAPLOOP. Consequently, we exclude any liability regarding the availability and content of the resources and sites that may be accessed through these servers. You shall be solely responsible for the assessment of the goods and services offered by us or by the said third parties, via the Website. In this framework, we shall not be privy to nor assume any liability in respect of any transaction that you may enter into with such third parties.
8.2 By using the links towards third party sites that are accessible from the Website, you may receive "cookies" and your Private Data may be requested or collected. We exclude all liability in this regard insofar as we do not exercise any control on these sites.
8.3 We endeavour to ensure that the adverts and all other advertising items appearing on the Website that we publish or that are submitted by third parties are appropriate for viewing by minors. However, the said third parties, in their capacity as advertisers, shall be solely liable for the lawfulness of their adverts and other items, and we exclude any liability in this regard.
9. SOFTWARE LICENCES
Where applicable, we provide you with certain software allowing the creation and/or the exploitation of Playlists, and in particular, to listen to music samples (the "Software"), that you are authorised to download from the Website to improve your use of the Website. Downloading or obtaining by any other means any item accessible in connection with the use of the Website shall be at your own risk, and, in this regard, you shall be solely liable for any damage to your computer system and for any loss of data that you may suffer. We nevertheless endeavour to limit the risks of such damage and data losses within the framework of our routine management of the Service. The Software contains confidential and proprietary information, protected inter alia by copyright. You must not breach the rights of the Software publishers and must not in particular, copy, modify, or create works derived from the Software, for instance, on another server or in any other location with a view to subsequent reproduction, further distribution, sales, loans or rental whatsoever, unless otherwise expressly allowed by the applicable Licence agreement.
We may organise free draws on the Website allowing participants to win prizes, as well as promotional events. Other terms and conditions shall then apply in addition to these Standard Terms and Conditions of Use and be available for consultation during the period when such contests, draws and promotional events are held.
11. MISCELLANEOUS PROVISIONS
Any failure or delay on our part in exercising any of our rights under these Standard Terms and Conditions of Use or pursuant to statute shall not constitute, nor be construed as, a waiver of the rights concerned. Should any article of these Standard Terms and Conditions of Use be or become inapplicable or void, it shall be deemed to be deleted but shall not entail the inapplicability or nullity of the other articles hereof. You shall not assign, sub-license or otherwise transfer your rights arising hereunder. We shall be free to assign all or part of our rights and obligations under the agreement entered into with you to any sister or subsidiary company, or to a third party in the event of a merger, acquisition of shares, purchase or assignment of all or part of our business undertaking, or other similar transactions.
12. GOVERNING LAW AND JURISDICTION
These Standard Terms and Conditions of Use shall be governed by French law. Subject to the application of mandatory public policy provisions, any dispute arising in connection with the use of the Website shall be exclusively referred to the courts of Paris.