Stretta Upload – Customer Information and Terms and Conditions

(1) These General Terms and Conditions (hereinafter "GTC") govern the use of the Publishing Portal of the website www.stretta-music.dk/en (hereinafter "Upload Portal") and are part of every contract between Stretta Music GmbH, Ochsenfurter Straße 6, 97246 Eibelstadt, Germany (hereinafter "Stretta") and the users of the Upload Portal.

(2) Users can upload sheet music (hereinafter "Work Result") to the Upload Portal, and the Work Result will be offered for purchase to end customers after being reviewed by Stretta. There is no entitlement for Stretta to offer the Work Result for purchase to end customers on the Upload Portal.

(3) The term "Uploader" refers to anyone who uploads Work Results to the Upload Portal.

(4) The term "End Customer" refers to anyone who wishes to purchase sheet music uploaded by an Uploader on the Upload Portal.

(5) Uploaders and End Customers using the Upload Portal are also referred to as "Users."

(6) Stretta acquires the usage rights to the Work Results uploaded by the Uploader on the Upload Portal according to the provisions of these GTC and transfers these rights in its own name and at its own expense to the End Customer. Thus, there is generally no contractual relationship between the Uploader and the End Customer.

(7) Any provisions other than those contained herein will only be effective with the express agreement of an authorised representative of Stretta and the respective user. All communication related to the contract will be in German. Translations of these GTC into other languages are provided for the information of the users only. In case of any discrepancies between the language versions, the German text shall take precedence.

(1) The Work Results uploaded to the Upload Portal constitute offers from Stretta to End Customers to purchase the Work Results.

(2) The contract for the purchase of the Work Results is concluded through the online shopping cart system on the Upload Portal as follows:
The Work Results intended for purchase are placed in the shopping cart. Users can access the shopping cart via the corresponding button in the navigation bar, make changes, and correct input errors before confirming the order by going back in the online shopping cart system.
After entering personal details and selecting a payment method, users submit the order by clicking the “buy now” button. By submitting the order, the user legally accepts Stretta’s offer, thereby concluding the contract. If the user has not chosen one of the payment methods “Invoice” or “SEPA Direct Debit,” they will be redirected to the payment provider’s website to complete the payment. Finally, they will be redirected back to the Upload Portal.
Stretta will promptly confirm receipt of the order submitted by the user via email.

(3) The contract text will be stored by Stretta but will not be made accessible to the End Customer.

(1) All prices quoted include the applicable statutory VAT but exclude packaging and shipping costs at the time of the order.

(2) Packaging and shipping costs (shipping fees) will be charged separately unless otherwise stated. The amount of packaging and shipping costs is summarised on the information page “Payment and shipping”.

(3) All prices mentioned, including those for packaging and shipping, apply only at the time of the order. With changes and updates to the Upload Portal, all previous prices and other details regarding offered Work Results become invalid. The version valid at the time of the order is decisive.

(4) Additional services and special agreements that cannot be booked directly through the Upload Portal require a separate agreement and will therefore be charged separately.

(1) Payments are made using the payment options offered in the order process of the Upload Portal, e.g., in advance (bank transfer), credit card, cash on delivery, immediate transfer, invoice, or PayPal. Stretta reserves the right not to make all or possibly additional payment methods available in the order process and to exclude payment methods, where the financial risk initially remains with Stretta, after a credit assessment of the customer.

(2) At the moment of payment via PayPal, the End Customer enters into a contract with Stretta.

(1) By uploading a Work Result to the Upload Portal, the Uploader grants Stretta a simple, non-exclusive usage right limited to use on the Upload Portal for listing purposes. This includes the right to use the submitted materials, especially titles, names, logos, and images of the Work Result for promotional purposes in digital and printed form indefinitely, and to edit them for preview purposes.

(2) The Uploader grants Stretta an irrevocable, non-exclusive, transferable, and sublicensable right that is unlimited in time, space, and content to use, exploit, edit, and sell the Work Result offered for purchase through the Upload Portal comprehensively with the aim of commercial marketing, and to grant these rights to third parties if an End Customer has declared their intention to purchase the Work Result.

(3) The rights granted under § 5 Abs. 2 include all known and unknown forms of offers on the internet as well as in printed form, particularly the possibility of inclusion within paid online services and websites, as well as within the internet. In particular, the Uploader grants Stretta the following simple usage rights:

• a) the right to offer, make accessible, and distribute the Work Results via an online shop in the form of downloads;
• b) the right to reproduce, publicly make available, and distribute the Work Result – including the right to transfer and store it on any data carriers;
• c) the right, but not the obligation, to include licensing information on the offered works, for example, in an added footer on PDF files;
• d) the right to make excerpts of the Work Results accessible for promotional purposes and as a purchase incentive through previews at its discretion;
• e) the right to use all content provided by the Uploader for advertising purposes in connection with the contractual evaluation of the Work Result;
• f) the right of public performance, i.e., the right to publicly reproduce the Work Result commercially or non-commercially, through sound carriers, image carriers, audiovisual carriers, multimedia carriers, or other data carriers, including magnetic tapes, magnetic tape cassettes, picture discs, chips, in all formats, using all analog and digital methods and techniques;
• g) the right to edit, i.e., the right to transform and modify the Work Result, while respecting the personal rights of the author, either by itself or through third parties.

(4) Stretta accepts the transfer of rights according to § 5 Abs. 1 at the latest upon publication of the Work Result on the Upload Portal. The transfer of rights according to § 5 Abs. 2 is accepted by Stretta at the latest upon the End Customer's declaration of intention to purchase the Work Result offered on the Upload Portal. The acceptance of the rights transfer according to § 5 Abs. 2 by Stretta occurs one legal second after the Uploader has transferred the rights to Stretta.

(5) The Uploader waives their right under § 13 UrhG to attribution of authorship for the Work Results uploaded and offered on the Upload Portal. The Uploader also guarantees a waiver of authorship rights by individuals employed by them for the development of the Work Result. If the Work Result contains author and/or copyright notices or similar markings from the Uploader, they permit their removal.

(1) If the End Customer has purchased a Work Result offered on the Upload Portal and Stretta has accepted the transfer of rights from the Uploader (§ 5 Abs. 4), the Uploader will receive compensation for the transfer of rights to the Work Result amounting to 60% (sixty percent) of the net revenue received by Stretta from the sale of the Work Result to the End Customer. Net revenues are the gross revenues minus VAT.

(2) The settlement of the amounts to be paid to the Uploader by Stretta according to paragraph (1) will occur semi-annually on 30 June and 31 December, each within two months.

(3) The statement will include a detailed breakdown of the sales with sales date, net revenues, title, and item number.

(1) The Uploader shall provide the Work Results in digital, unencrypted, and immediately usable formats in PDF (for sheet music) and MP3 (for audio files) and guarantees that no files uploaded will impair or damage the technical infrastructure and operational processes of the Upload Portal (e.g., viruses, trojans, etc.).

(2) The Uploader agrees to provide accurate and comprehensive metadata in machine-readable form (Excel, Open Document Format, CSV, etc.) containing all necessary information for inclusion in Stretta’s Upload Portal. This includes, in particular, the applicable gross selling prices in EUR (also for editions not subject to book price binding), work titles, authors, descriptive texts, instrumentation, extent, playing time, keywords, etc. The data should be provided in German or English; additional languages are desirable but not mandatory.

(3) The Uploader is obligated to adjust the purchase price they set for the Work Result uploaded to the Upload Portal if necessary to comply with the provisions of the Book Price Binding Act.

(4) By uploading a Work Result to the Upload Portal, the Uploader guarantees that they are the sole holder of the rights necessary for the uploading and listing of the Work Result on the Upload Portal, as well as its intended use in accordance with these terms, and that no third-party rights are violated.

(5) The Uploader indemnifies Stretta from all claims made by other users or third parties against Stretta due to the infringement of their rights by content uploaded by the Uploader to the Upload Portal or due to other unlawful use of the Upload Portal by the Uploader. This includes, in particular, claims related to copyright, trademark, or personality rights infringements. Stretta will promptly notify the Uploader of any claims. The Uploader must immediately inform Stretta of any known impairments of the rights concerned. Stretta is entitled to take appropriate measures to defend against third-party claims or to enforce its rights, and the Uploader must provide all information necessary for the examination of claims and the defense. This indemnification also includes the reimbursement of costs incurred by Stretta in pursuing or defending against legal claims.

(6) The indemnifications mentioned in § 7 Abs. 5 do not apply if the Uploader is not at fault for the infringement.

(7) If the End Customer asserts warranty rights due to defects in the Work Results uploaded by the Uploader to the Upload Portal and transferred to the End Customer by Stretta, the Uploader will promptly restore the contractual condition of the Work Results for Stretta or, where this is not possible, § 7 Abs. 5 and (6) shall apply accordingly to claims by the End Customer based on such defects.

Upon payment of the agreed compensation by the End Customer to Stretta, Stretta grants the End Customer the simple, non-exclusive, spatially and temporally unlimited usage rights necessary for the performance of the contract for the Work Result selected by the End Customer. The grant of rights is subject to the condition that Stretta has effectively received the rights to the respective Work Result from the Uploader.

(1) The statutory warranty provisions apply with the following specifications.

(2) In the case of apparent defects and transport damage, the End Customer, if they are a consumer, is requested to report these to Stretta immediately. This will facilitate Stretta in potentially asserting further claims against the Uploader. If the customer is a consumer, the failure to report immediately will not affect their warranty claims according to paragraph (1).

(3) If the End Customer is a business, the following deviations from the warranty provisions apply:

• a) If the delivered Work Result is defective, Stretta can initially choose whether to provide subsequent performance by remedying the defect (rectification) or by delivering - a defect-free Work Result (replacement delivery). Stretta’s right to refuse subsequent performance under statutory conditions remains unaffected.
• b) Stretta is entitled to make the performance of the required subsequent performance contingent on the End Customer paying the due purchase price. However, the End Customer is entitled to withhold a portion of the purchase price that is reasonable in relation to the defect.
• c) The End Customer must allow Stretta the time and opportunity required for the performance of the warranty, including sending the disputed Work Results for inspection purposes.
• d) The costs necessary for inspection and subsequent performance, including transport, travel, labour, and material costs, are borne by Stretta if a defect actually exists. Otherwise, Stretta may claim reimbursement from the End Customer for costs arising from unjustified defect removal requests (especially inspection and transport costs), unless the End Customer could not recognize the lack of defectiveness.
• e) The warranty claims of the End Customer for defects expire one year from receipt of the Work Result.
• f) The one-year limitation period or the exclusion of warranty does not apply if:
• – the replacement liability is based on a bodily injury or health damage due to a defect for which Stretta is responsible due to intentional behaviour or gross negligence, including by Stretta’s vicarious agents;
• – Stretta has fraudulently concealed the defect or has assumed a guarantee for the quality of the goods;
• – the goods have been used for a building according to their usual usage and have caused the building’s defectiveness;
• – in the case of statutory recourse claims that End Customers have against Stretta in connection with warranty rights; Without prejudice to this, Stretta is liable under the Product Liability Act.
• g) The End Customer is obliged to inspect the Work Result for any defects upon delivery and to notify Stretta of these immediately in writing or in text form. The relevant provisions and legal consequences of the HGB (Commercial Code) apply accordingly.

(1) In cases of fraudulent concealment and for cases of death, injury to health, or bodily harm, Stretta is liable according to statutory provisions. Liability under the Product Liability Act remains unaffected.

(2) Otherwise, Stretta is only liable for intent and gross negligence, except in cases where Stretta has culpably breached a material contractual obligation. Material contractual obligations are those that grant the parties the rights that the contract is intended to provide according to its content and purpose, specifically those obligations whose fulfilment enables the proper execution of the contract and on whose adherence the contractual partner regularly relies and is entitled to rely.

(3) To the extent that a attributable breach of duty is based on simple negligence and a material contractual obligation (see paragraph (2)) is culpably breached, Stretta’s liability for damages is limited to foreseeable damage that typically occurs in comparable cases.

(4) In other cases of slight negligence, Stretta’s liability is excluded.

(1) Users are obliged to comply with applicable laws when using the Upload Portal. Only content that does not violate legal provisions, third-party rights, or these Terms and Conditions may be presented on the Upload Portal. The duty to verify compliance with these requirements rests solely with the users who publish the content. Stretta is generally not obligated to proactively review content uploaded by users. Nevertheless, Stretta is authorised to inspect content on the Upload Portal and, if necessary, take measures according to § 12 of these Terms and Conditions.

(2) Stretta provides users with the opportunity to report allegedly unlawful content on the Upload Portal that has been published by other users. Users can report such content via email to [email protected] Stretta.

(3) During the term of the contract with Stretta, Uploader and End Customer are not permitted to enter into contracts regarding the work results uploaded on the Upload Portal or engage in negotiations related to such contracts, bypassing Stretta.

(1) Stretta may take the following actions if content uploaded by a user on the Upload Portal violates legal provisions, third-party rights, or these General Terms and Conditions:

• a) Warning of the user;
• b) Deletion of the user’s content from the Upload Portal;
• c) Temporary suspension of the user;
• d) Permanent suspension of the user.

(2) Before a temporary or permanent suspension of a user, Stretta will warn the user if it is expected that this will be sufficient to prompt the user to comply with their obligations and if the violation is not so significant that the legitimate interests of third parties or Stretta require immediate suspension, i.e., if there is an important reason justifying immediate suspension. The specification must be replaced by the actual button label.

(3) When taking action under § 12 Abs. 1, Stretta will always consider the legitimate interests of the affected user, other users, any rights holders, and other third parties, as well as its own interests. Stretta will take into account the severity of the violation, any fault on the part of the user, and the impact on third-party rights. If Stretta takes action under § 12 Abs. 1, it will inform the affected user and, in the case of suspension, justify the measure.

(4) In the event of a suspension, the user may not use the Upload Portal with other member accounts or re-register with a new account.

(5) The contract for the use of the Upload Portal is concluded for an indefinite period and can be terminated by users at any time with proper notice.

(6) Stretta may terminate the contract for the use of the Upload Portal at any time with a notice period of 30 days to the end of the month. The right to block (§ 12 Abs. 1) and to extraordinary termination remains unaffected.

(7) Termination must be made in writing or in text form.

(8) A suspension or termination does not affect the validity of contracts already concluded on the Upload Portal. Contracts that Stretta concludes with the Uploader for the transfer of usage rights up to the point of termination will be processed after receipt of the termination.

Data processing is carried out in accordance with the applicable data protection laws, which are determined by the location of the data processing entity. For further information, please refer to the Data Protection notice.

(1) Stretta may propose changes to these Terms and Conditions to users with a notice period of at least 15 days before the proposed effective date of the change. If the changes necessitate technical or business adjustments for commercial users, Stretta will specify a longer notice period that sufficiently considers the interests of the commercial user. If the proposal for changing the Terms and Conditions is due to legal or regulatory requirements, Stretta does not have to adhere to the aforementioned minimum notice periods. Users will be notified of proposed changes to the Terms and Conditions via email.

(2) The proposed change to the Terms and Conditions will come into effect when the user accepts it. Acceptance by the user is also deemed to occur if the user does not provide an explicit objection in text form to Stretta before the proposed effective date of the change. In this case, the changes to the Terms and Conditions are considered accepted and will come into effect after the notice period expires.

(1) If one or more provisions of these Terms and Conditions are invalid, this does not affect the validity of the entire contract.

(2) If the user is a merchant, a legal entity under public law, or a public-law special fund, the seat of Stretta is the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship. The same applies if the user has no general place of jurisdiction within the country, moves their residence or usual place of abode abroad after the conclusion of the contract, or if their residence or usual place of abode is unknown at the time of the legal action.

(3) The law of the Federal Republic of Germany applies to the conclusion and processing of all contracts. The applicability of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded. Mandatory provisions of the state in which the user, who is a consumer, has their usual place of residence at the time of the contract conclusion remain unaffected.