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Selling terms



 AGREEMENT FOR THE [DESIGNER/MANAGER/ARTIST/CONTENT CREATOR/LISTING ADMIN]

 

between

 

THE PATCHBAY


And

 

[NAME] (“YOU”/”YOUR”))

This is a general agreement between you the individual acting on behalf of yourself, an agency or company managing content and The Patchbay, by continuing to use the services to sell, you agree to the terms below. 

 

TPB = The Patchbay



OVERVIEW


  1. The Patchbay is a content management system that you are able to control to a high degree yourself. We give you all the tools to list the content and keep it automated
  2. TPB operates a policy of non-intrusive operation and marketing.
  3. TPB is still currently in beta. This means the site is still in a development stage, it is delivered as is. This is subject to change.
  4. TPB is constantly being developed.  We continue to make the platform better, to improve analytics, more intuitive tools, guides 
  5. We encourage you to use  the platform to its full potential, actively linking the site to your social posts and campaigns
  6. TPB holds no malice or opinion on individuals, everyone is entitled to join to sell, even if you do not agree with that person.


PAYMENTS & COMMISSION RATES


  1. TPB pays out a  percentage of every sale for the content that is hosted.
  2. TPB remains incredibly competitive on commission rates.
  3. Commission rates are calculated by their respective categories. If you have a separate contract between yourself and TPB with a different rate of commission, that rate will supersede the basic rates and will apply to products individually. 
  4. Payments are held in your account, TPB will periodically payout the royalties in waves. The usual time is within 1 week but this can extend to no more than 30 days.
  5. You MUST make sure a valid PayPal email is recorded into your payment area in the dashboard, TPB cannot be held liable for late or returned payments. Payments will return after 30 days and will be auto-sent to which ever address you have input.
  6. When a sale is made, an email will be sent to you notifying you. 
  7. During a site wide sale, no more than 15% off will be offered, the sale will be applied to the overall amount, which is then shared out. (1) The lower rate of end sum will be offset by a potential increase in sales. 
  8. Please note the dashboard is subject to change at any time. There will be occasional bugs. If in doubt contact us and we will provide extensive order info from the main hub.
  9. TPB reserves the right to periodically review prices to ensure the marketplace is fair
  10. TPB will absorb all payment fees (2)

(1) -  (For eg. if a product is £10 and 10% is applied, the final sum to be calculated for commission will be £9. Both parties will share this equally.)

(2) - (As part of our commitment to providing a great service, currently we absorb payment fees, this can sometimes amount to as high as 8% of the sale giving us a much lower rate of return) 



CATEGORY RATES

CONTENT

AUDIO: 65% Industry avg. 50%

GRAPHICS: 70% Industry avg. 50%

MERCH: TBD


SERVICES


AUDIO: 65%

GRAPHICS: 72%

MASTERING: 70% Industry avg. 60%


YOUR OBLIGATIONS AND RIGHTS


  1. You can design elsewhere, there is no exclusivity when agreeing to design for TPB.
  2. Any product on TPB - unless specifically designed and built for TPB - can be sold elsewhere, subject to intellectual property and copyright legislation. You are under no stranglehold and are effectively free of any deadlock or creative strain
  3. You must not upload any pirated or redistributed material
  4. All material must be your own creation and not the work of others.
  5. You agree to treat the online entity/community with respect while you are a seller for TPB
  6. Any defamatory, libelous, obscene, or otherwise unlawful behavior will not be tolerated and could lead to your expulsion from selling on TPB.
  7. Product information must be as informative as possible, please fill out all available options. It will benefit you. 
  8. All demos must retain the true nature of the product and also be as informative as possible.
  9. Product image must be high res but low bandwidth image. The main image must fit 1200x628 or within that ratio.  Own artwork is encouraged.
  10. You are responsible for providing and updating correct payment and contact details in Your account.
  11. TPB is not responsible or liable for any delay or failure in making a payment if this is due to You providing incorrect details.
  12. You shall not, to the best of your knowledge and belief, upload any material containing viruses, Trojan horses, worms, time bombs, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data or personal information.
  13. You shall comply with all applicable laws in performing your obligations and exercising your rights under this agreement.
  14. You must not disclose any confidential information to a third party without express authorization from TPB For the avoidance of doubt, confidential information includes, but is not limited to, any information (including, without limitation, in written, oral, visual or electronic form) which is not publicly available including, but not limited to, any information specifically designated by TPB as confidential; and any other information which should otherwise be reasonably regarded as possessing a quality of confidence. & This includes know-how and information about upcoming design elements, development, specifications, manuals, instructions, customer lists, sales, marketing, promotion, distribution, business plans, forecasts, and technical or other expertise
  15. You must not copy, remove or redistribute any content from TPB including text, information, data, software, executable code, images, audio, or video material in any medium or form provided by TPB without express prior consent from TPB.
  16. You can at any time terminate this agreement with TPB. TPB will act on this within 7 days and give written confirmation via email. Upon receiving confirmation that You wish to terminate this Agreement, all products will be permanently deleted along with your account. Alternatively and optionally, if You chose to upload your own products through the designer dashboard, You can access, modify and delete content by Your own actions before requesting account deletion.
  17. Any obligation on You not to do something includes an obligation not to allow that thing to be done.



THE PATCHBAY’S OBLIGATIONS AND RIGHTS

  1. TPB can not be held liable for poor sales, we do everything within our power to market your content far and wide, it is also on you as the creator to do the same.
  2. TPB reserves the right to approve sellers based on quality and discretion, we will not approve an account unless we have been contacted with source material to review
  3. TPB system is automated, it processes orders automatically and assigns the download files instantly to their library. If a refund is initiated ( which requires dispute mediation which the platform provide ) it will reflect in your account. Everything is in real-time.
  4. TPB reserves the absolute right to change the layout/functionality of the dashboard or the website at any time. TPB is not liable for problems that arise from using the service, because, it is being provided as is, a BETA.
  5. TPB reserves the right to amend these terms at any time. You shall be notified of any amendments via Email as soon as reasonably practicable
  6. TPB can terminate this Agreement immediately if You fail to pay any amount due under this agreement on the due date for payment and remains in default not less than 14 days after being notified by Email to make such payment; This regards any external agreements where you pay TPB for anything from work, fees for extra services we agree on, if at all. This could include shipping arrangements. For digital sellers or physical listings with shipping handled by you, this does not affect you.
  7. TPB reserves to right to terminate the agreement with you or provide a warning if you commit a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 7 days after being notified by Email to do so
  8. Repeatedly breaching any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement can result in termination.
  9. Upon termination, all rights and authorizations granted by TPB to You under this agreement shall automatically terminate.


INADEQUACY OF DAMAGES


Without prejudice to any other rights or remedies that The Patchbay may have, You acknowledge and agree that damages alone would not be an adequate remedy for some breaches of the terms of this agreement (e.g. the disclosure of confidential information). Accordingly, The Patchbay shall be entitled to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the terms of this agreement

 

WAIVER



 No failure or delay by The Patchbay to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.



 ENTIRE AGREEMENT



This agreement constitutes the entire agreement between You and The Patchbay and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

You and The Patchbay agree that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.

Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.



GOVERNING LAW


any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).


IMPORTANT NOTICE!


  • To comply with UK and EU VAT tax laws, The Patchbay has an obligation to determine whether you are within the EU zone and must pay tax on your sales.
  • After you have created your account, you must contact us with a valid VAT number. This will be crosschecked with the EU commission so that we can determine whether VAT must be added to listings. Please note it is your responsibility to perform this action. If you are eligible to pay VAT but fail to provide the number then The Patchbay cannot be held responsible for any activities HMRC or the EU perform if any. 
  • We have a duty to provide you with this information so you can make an informed choice. If you are not within the scope of this law, for example, an American citizen, you can disregard this message. Please refer to this page to determine if you have to pay tax on your sale: 


http://europa.eu/youreurope/business/vat-customs/buy-sell/index_en.htm


 

BY CREATING AN ACCOUNT AND/OR AGREEING TO ACCEPT THE TERMS OF THIS

DOCUMENT ELECTRONICALLY, YOU AGREE TO BE BOUND BY THE TERMS CONTAINED WITHIN

FOR THE AVOIDANCE OF DOUBT, THIS DOCUMENT IS INTENDED TO CREATE LEGAL RELATIONS