The following General Terms and Conditions (as the "GTCs"), shall apply between SongPush Media GmbH, with its registered offices at Dresdener Straße 121 in 10999 Berlin, Germany. (company number Amtsgericht Charlottenburg, HRB 232416 B, "SongPush") and advertisers, their agencies, or other parties acting on their behalf ("Advertisers") using the SongPush online platform https://www.songpush.com/en (the “Platform”).
Unless explicitly stated otherwise, the entire GTCs apply to advertisers based in Germany, the European Union, Switzerland and the United Kingdom.
Advertisers can use the Platform to place their music, products and services (“Advertiser Content”) in user-generated content posts and streams (“Creation”) by creators (“Creators”) on various social media platforms. Advertisers and Creators are collectively referred to in these GTCs as “Users” of the Platform.
Advertisers can select a campaign type and provide a campaign budget. Creators can reserve parts of the campaign budget and place the Advertiser Content in their Creations according to the Advertiser's specifications. SongPush enables Users of the Platform to conclude the necessary contracts between them. In addition, SongPush evaluates the campaigns, enabling scalability for the User.
Further information is available at: https://www.songpush.com/en
1.1 The following provisions apply to the registration on and use of the Platform and the commissioning of campaigns via the Platform.
1.2 By registering on the Platform, the Advertiser accepts the provisions as binding for themselves and their agents.
1.3 Advertisers can access, print and/or download these GTCs at any time at https://www.songpush.com/en/agbs.
1.4 Users can make and receive payment via the payment service Mollie. Payment processing is carried out by Mollie B.V., Keizersgracht 313, 1016 EE Amsterdam, Netherlands. Users can view the individual payment methods offered via Mollie in their account. Mollie may use other payment services to process payments, for which special payment terms may apply, which will be communicated to the customer separately if necessary. Further information about Mollie is available at https://www.mollie.com/gb/. The terms of use are available at https://www.mollie.com/gb/legal/user-agreement/v10. The user can change the payment method stored in their account at any time.
The following applies to advertisers based in Germany, the European Union, and Switzerland:
2.1 Advertisers' offers for campaigns (‘Offers’) are placed exclusively via the Platform. Use of the Platform requires successful registration by users.
2.2 All offers from SongPush are directed exclusively at taxable entrepreneurs within the meaning of Section 2 (1) of the German Value Added Tax Act (UStG) and Article 9 of the VAT Directive who are at least 16 years of age. An entrepreneur is defined as someone who independently carries out a commercial or professional activity, regardless of whether they have legal capacity under other regulations. Anyone who independently carries out an economic activity, regardless of its location, purpose and result, is considered taxable.
2.3 Where the Advertiser is using the Platform on behalf of a company or other legal entity, they represent and warrant that they have the authority to bind that entity to these GTCs.
For advertisers based in the United Kingdom, the following applies:
2.1 Advertisers’ offers for campaigns (“Offers”) are placed solely and exclusively via the Platform. Use of the Platform requires successful registration by the Users.
2.2 These GTCs apply only to Advertisers acting in the course of a business, trade, craft, or profession. By accessing or using the Platform, the Advertiser confirms that they are using it for business purposes only and not as a consumer.
2.3 The Advertiser must be at least 16 years old to use the Platform. By registering for or using the Platform, the Advertiser represents and warrants that the Advertiser is 16 years of age or older.
2.4 Where the Advertiser is using the Platform on behalf of a company or other legal entity, they represent and warrant that they have the authority to bind that entity to these GTCs.
3.1 SongPush offers the Users access to the Platform upon the User’s registration on the Platform and until the date of termination or deletion of the User’s account in accordance with these GTCs (the “Term”).
3.2 Throughout the Term, Advertisers can place Offers for Creators to view and accept via the Platform. More detailed information on the services offered by SongPush is available at https://www.songpush.com/en. In addition to standard campaign implementation, the Platform also offers Advertisers the option to purchase, at additional cost, temporary rights of use of the Creations under certain conditions (“Buyout Options”). The detailed terms and conditions regarding each Buyout Option (including term, channels of use, and remuneration) can be provided by the Advertiser and will be presented to the Creator before acceptance of the relevant Offer.
4.1 The Advertiser commissions the implementation of one or more campaigns via the Platform by creating an Offer. All details relevant to the Offer, such as the duration of the campaign and the costs of the campaign, are displayed to the Users in their User account when the Offer is placed. When creating a campaign, the Advertiser can optionally select Buyout Options. By selecting these options, the Advertiser agrees to pay a surcharge on top of the initial post price for each Creation.
4.2 The contract shall commence once the Advertiser has provided all relevant information for the implementation of the campaign and paid the campaign budget. For certain campaign types, the Advertiser is also required to provide a unilateral offer to conclude a license agreement on the Platform.
4.3 The contractual relationship between a Creator and an Advertiser for a specific campaign (the “Engagement”) commences upon the Creator’s acceptance of an Offer.
4.4 After receiving the Creation, the Advertiser can purchase individual licenses for the desired term and the selected channels, provided that the Creator has accepted the Buyout Option. The purchase price is calculated by multiplying the base price of the Offer by the Buyout Option factor displayed on the Platform. The Advertiser can give Creators the option to reject the Buyout Option (opt-out). For Creations where the Creator has chosen the opt-out option, there is no possibility of a subsequent Buyout Option.
4.5 When placing an Offer via the Platform, the Advertiser may issue individual specifications (instructions), for example with regard to the granting of rights of use or exclude individual Creators from the execution of a campaign.
4.6 The Engagement ends upon:
4.6.1 the Creator’s delivery of their obligations under the Engagement terms;
4.6.2 Expiration of the agreed Engagement period;
4.6.3 the agreed campaign budget being used up; or
4.6.4 in the case of a Buyout Option, the Engagement ends when the license period expires.
5.1 By purchasing a Buyout Option the Advertiser acquires the exclusive, time-limited right to use the respective Creation, limited to the channels selected for the selected term (being 30, 60, 180 or 365 days).
5.2 The Advertiser may only use the Creations within the scope of the acquired rights. Use on unlicensed channels or beyond the agreed term is prohibited. The Advertiser undertakes not to use the Creation in a manner that distorts its original meaning or infringes copyright.
5.3 After completing the purchase process, the Advertiser receives access to the Creation and proof of purchase of the rights of use.
6.1 SongPush provides the Platform to enable Advertisers and Creators to enter into Engagements (the “Services”).
6.2 SongPush provides the Advertiser with details and evaluations of a commissioned campaign. These can be viewed at any time in the Advertiser account.
7.1 The Advertiser guarantees to SongPush that they have provided all requested data completely and correctly during registration. The Advertiser shall ensure that all communication, bank and tax-related data held in the Advertiser’s user account on the Platform is kept accurate and up to date.
7.2 The Advertiser shall ensure that its password and general login details are kept secret. The Advertiser shall ensure that the Advertiser’s account is not accessed by anyone other than the account holder and other authorised representatives. The Advertiser acknowledges that they are solely responsible for any and all use of the Platform from their user account. The Advertiser undertakes to inform SongPush immediately if there are any indications of misuse of their user account.
7.3 The Advertiser is obliged to independently back up and archive all data, information and contracts stored in their user account that they currently or may in future require for evidence purposes, for their own accounting or for other purposes.
7.4 Advertisers may not use addresses, email addresses and other contact details of other Users obtained through the use of the Platform for any purposes other than contractual and pre-contractual communication via the Platform. In particular, it is prohibited to resell this data, publish it or use it for sending advertising purposes.
7.5 The Advertiser undertakes to cooperate immediately with SongPush in the event of suspected unauthorized use of the Creation, to deactivate the relevant content, and to send SongPush written confirmation of the deactivation.
All intellectual property rights subsisting in or otherwise relating to the Platform and any content created by SongPush will be owned by SongPush. The Advertiser shall not (a) copy, decode, decompile, modify, alter or amend the Platform, or attempt to do any of the foregoing; or (b) use the Platform or any part of it for any purpose other than that envisaged by these GTCs.
9.1 The Advertiser represents and warrants to SongPush that they:
9.1.1 hold all necessary rights, licences, permissions, and consents which may be required in order to make available the Advertiser Content via their user account, and in particular that the Advertiser Content does not infringe any third party rights, including intellectual property rights; and
9.1.2 shall comply with all applicable laws.
9.2 The Advertiser acknowledges that SongPush does not check the content of the music videos/songs in Creations; for the existence of third-party rights or violations of any other third party rights or applicable laws.
The following applies to advertisers based in Germany, the European Union, and Switzerland:
9.3 The Advertiser is obliged to indemnify SongPush against third-party claims for violations of copyright, competition law or other third-party property rights upon first request. This includes all costs of necessary legal defence. In the event of claims by third parties that are not obviously invalid, SongPush has a right of retention on funds in the user account.
10.1 The Advertiser shall not establish, or attempt to establish, any direct or indirect business relationship with Creators who have become known to them through the Platform. The Advertiser is obliged to conduct all communication, contract negotiations, and the conclusion of contracts with Creators whom they have met through the Platform exclusively via the Platform. Advertisers are prohibited from contacting Creators outside of the Platform for direct licensing, commissioning, or other cooperation as long as the contact is directly or indirectly related to a SongPush Engagement or a creation made there.
10.2 This non-compete clause applies for a period of twelve (12) months after the end of the last Engagement carried out by the Advertiser. If no Engagement has been carried out, this clause applies from the time of effective registration with SongPush.
The following applies to advertisers based in Germany, the European Union, and Switzerland:
10.3 In the event of a future culpable breach of the obligation set out in § 10.1, the user shall pay SongPush a contractual penalty to be determined at SongPush's reasonable discretion and, in the event of a dispute, reviewed by the competent court.
For advertisers based in the United Kingdom, the following applies:
10.3 If the Advertiser receives any funds as a result of a business relationship or transaction in breach of clause 10.1, the Advertiser shall promptly reimburse SongPush for the sums that SongPush would have received had the relevant business relationship or transaction been conducted via the Platform.
The following applies to advertisers based in Germany, the European Union, and Switzerland:
11.1 SongPush shall not be held liable. This shall not apply to damages resulting from injury to life, limb or health caused by a negligent breach of duty by SongPush or an intentional or negligent breach of duty by a legal representative or vicarious agent of SongPush; nor does this apply to other damages resulting from grossly negligent breach of duty by SongPush or intentional or grossly negligent breach of duty by a legal representative or vicarious agent of SongPush.
In particular, SongPush shall not be liable for damages resulting from the user not entering their contact, communication and/or bank details correctly or not keeping them up to date.
For advertisers based in the United Kingdom, the following applies:
11.1 To the extent permitted by law, neither SongPush, nor any of its employees, consultants, representatives, officers, directors, agents, distributors, or licensees shall be liable to the User or any other or entity whether in contract, tort (including negligence), strict liability or otherwise for any loss or damage of whatsoever kind including without limitation direct, indirect, incidental, consequential or special damages, loss of profit, business interruption, loss of goodwill or reputation arising out of or in any way connected with (a) the Creations; (b) the Advertiser Content; (c) use of (or inability to use) our Platform including but not limited to loss or damage caused by or as a result of viruses that may infect your device or software, or (d) the actions of any User of the Platform.
11.2 Nothing in these GTCs limits any liability which cannot legally be limited, including liability for:
11.2.1 death or personal injury caused by negligence; and
11.2.2 fraud or fraudulent misrepresentation.
12.1 The Advertiser shall indemnify, defend, and hold SongPush, its employees, directors, agents, and partners harmless against any liabilities, damages, and costs (including reasonable attorneys’ fees) arising as a result of any: (i) breach of these GTCs; or (ii) Creator or other third party claims relating to the Advertiser, Creations, Advertiser Content or any Engagement (each a “Claim”). In the event of the assertion of a Claim, SongPush reserves the right to retain any funds held in the Advertiser’s account, to be offset against the Advertiser’s indemnity liabilities pursuant to this clause.
13.1 Subject to clauses 13.2 and 13.3 below, SongPush provides the Platform and Services ‘as is’, without representation, warranty, term or condition of any kind (whether express or implied by law). All representations, warranties, conditions and other terms implied by statute, common law or otherwise are expressly excluded to the fullest extent permissible under applicable law. Without limiting the generality of the foregoing and although we endeavour to provide the Services in an accurate and timely manner, we do not guarantee that the Platform or the content therein (a) will be compatible with any specific device or browser, (b) will always be available, complete, up-to-date, error-free, or free of viruses or other harmful components, (c) that operation will be uninterrupted, or (d) that any defect will be corrected.
13.2 SongPush reserves the right to restrict availability to the Platform if this is necessary to carry out maintenance, security fixes and other technical measures (“Maintenance Work”). Maintenance work may take up to two hours per week. In such cases, SongPush shall take into account the legitimate interests of Users. Outside of times for Maintenance Work and excluding any downtime arising as a result of a Force Majeure Event (as defined below), SongPush guarantees 99% availability of the Platform per year.
13.3 The Advertiser acknowledges that SongPush is not a party to any license agreement between the Creator and the Advertiser. The Platform serves solely as a technical intermediary and is not liable for any violations of usage rights or other claims arising from these GTCs. Services such as monitoring and escalation are provided solely as a service on behalf of and for the account of the Users.
14.1 Advertisers can request the deletion of their user account via the Platform. SongPush will action the deletion request as soon as reasonably possible once there is no Offer, active Engagement, or Engagement being processed linked to the user account, and any monies in the User’s credit account has been paid out to their nominated bank account.
14.2 Without limiting any of its rights under these GTCs, SongPush may, at its sole discretion, suspend the performance of the Services and access to the Platform with immediate effect by giving written notice to the Advertiser if the Advertiser breaches any term of these GTCs.
The following applies to advertisers based in Germany, the European Union, and Switzerland:
15.1 SongPush will process any personal information in accordance with its https://www.songpush.com/en/datenschutz, the terms of which are incorporated into these GTCs.
For advertisers based in the United Kingdom, the following applies:
15.1 SongPush will process any personal information in accordance with its [DATA PROTECTION OR PRIVACY POLICY LINK], the terms of which are incorporated into these GTCs.
16.1 Entire agreement. These GTCs form the entire agreement between SongPush and the Advertiser in relation to the Services. The Advertiser acknowledges that they have not relied on any statement, promise or representation or assurance or warranty that is not set out in these GTCs.
16.2 Variation. No variation to these GTCs shall be effective, unless SongPush has provided prior written consent.
16.3 Third party rights. These GTCs apply between SongPush and the Advertiser, and no other legal or natural person shall have any rights to enforce any of the terms herein.
16.4 Force Majeure. SongPush shall not be liable for any failure or delay in performing its obligations under these GTCs to the extent that such failure or delay is caused by an event or circumstance beyond its reasonable control, including but not limited to acts of God, flood, drought, earthquake or other natural disaster, epidemic or pandemic, internet or connection failure, cyber attack, terrorist attack, war, civil commotion, labour dispute, governmental action, or interruption or failure of utilities or transport networks (each a “Force Majeure Event”).
16.5 Updates. SongPush reserves the right to amend these GTCs at its sole reasonable discretion. Including in the case of changes in legislation, case law, economic conditions or in the SongPush portfolio. Any changes to the GTCs will be communicated to the Advertiser in a timely manner and in a suitable form (e.g. by email or by message within their user account). Notwithstanding the foregoing, any Engagements entered into by the Advertiser shall be subject to the version of the GTCs live on the Platform at the time of entering into such Engagements.
16.6 Severance. Each clause in these GTCs operates separately. If one or more clauses are or become invalid, the remaining clauses shall remain unaffected.
16.7 Governing law and jurisdiction
The following applies to advertisers based in Germany, the European Union, and Switzerland:
Berlin shall be the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship with the user or from these GTCs.
German law applies.
For advertisers based in the United Kingdom, the following applies:
English law shall govern these GTCs, including without limitation, their formation, validity, construction, performance and any non-contractual causes of action arising out of or in connection with these GTCs or the Services. The parties submit irrevocably to the exclusive jurisdiction of the English Courts in relation to any dispute arising out of or in connection with these GTCs or the Services, except that either party may seek interim injunctive, emergency relief or equivalent remedy from any court of competent jurisdiction.
16.8 Contact.
Any communications from the Advertiser to SongPush relating to the Services or these GTCs shall be sent to info@songpush.com. Any communications from SongPush to the Advertiser will be sent via the Platform within the user account or to the email address provided by the Advertiser in their User account.
