YO SALES AND USE CONDITIONS
conditions updated on and applicable for the accounts submitted or renewed from July, 22th 2011

DESCRIPTION : Sell your music online

- Wiseband is a service proposed by SAS Dargent Music that lets artists and labels (will be called 'the Seller') sell or broadcast music tracks or albums, videos or items to download, buy or order by Mail-order sellings. These sales and broadcast can be done on their own website or other websites (social networks, fans pages, venues pages, agendas, platforms, etc);
- after configuring the downloads or the sold items, The Seller may install them thanks to HTML or javascript links generated by the administrator console. Then, the Seller will just have to insert those links using a mere copy/paste method behind a text or an image, or else in a Facebook page tab;
- the cart that opens from the Seller's site is hosted by Wiseband, but assures a continuity with the Seller's website thanks to the configuration of the cart style (colors, font, logo). The buyer has the enjoying feeling of buying the products directly to the Seller thus, without any middleman. ;
- each purchase is confirmed by the buyer thanks to a confirmation email that is forwarded to the Seller;

CONVENTIONS

- Wiseband and the Seller agree that during their whole collaboration duration, the explicit agreements expressed in the present conditions will be constituted by the exchanged emails;
- the present use conditions are accepted by the Seller as soon as he signs up to Wiseband service, or with his agreement sent by email with the present conditions attached;

DURATION

- Wiseband service use by the Seller is done without any duration commitment. The links deletion to the cart on the Seller's site or the account configuration from the administration console permit the seller to stop every sale by Wiseband whenever he wants. In case the Seller stopped the Wiseband service use, and in case the Seller entrusted the digital running of his music to Wiseband, Wiseband will be able to go on with the running of the authorized works with the distribution platforms or other middlemen during its obligations duration with those platforms yet. In this case, the Seller will be informed about it and will have to agree with it;

USE

- The use of Wiseband is submitted to an annual submission depending on the type of the account (FREE, ARTIST, LABEL);
- submission renewal: in case of no payment for the submission renewal, Wiseband will be able to stop the use of the Seller's account and will take the whole sales until the submission renewal price is reached ;
- Wiseband can update whenever wanted the price and the facilities of the provided accounts. These updates are applicable to new submissions and ones to be renewed. The present use conditions are so applicable during the whole submission duration ;
- by agreeing with the present use and sales conditions, the Seller assumes that he does have the using and marketing rights for the music and items sold, and that he has done all needed with the people in charge of these items to market them;
- the present sales and use conditions constitute a non-exclusive license contract for the recordings sold by the Seller. The Seller declares that he is in charge or the using rights of those recordings and guarantees Wiseband against all complaints and appeals by the assignees of those recordings, for the using authorized by the Seller in the present conditions or for the using authorizations that he will give to Wiseband.
- the Seller guarantees Wiseband against all action made by the assignees of the tracks sold or broadcast by Wiseband;
- the use of Wiseband by the Seller is not submitted to any exclusivity or contractual duration; the Seller can give up using Wiseband service whenever wanted and without any notice, by deleting all the Wiseband links inserted on his website, expect if he has an agreement for a distribution on external platforms;

FREE account

- free subscription, it permits to create a cart for an artist, and to sell items giving access to downloads for files hosted either by Wiseband with a 100MB limit, or by the seller himself, from a fix URL;

ARTIST account

- subscription for 49€ tax-inclusive per year, it permits to create a cart for an artist on one's website, and to sell a great amount of items and downloads hosted by Wiseband, with a 1GB limit;
- email assistance for the cart installation and the Wiseband administration interface use;
- the Seller can entrust the digital distribution (tracks or albums) on platforms (iTunes, Amazon, Spotify, Deezer, Google Play , etc) to Wiseband;
- the subscription include the digital distribution on platforms of one album or single. Any additional albums or singles for digital distribution on platforms is subject to the conditions specified in paragraph 'DIGITAL DISTRIBUTION ON OTHER PLATFORMS'

LABEL account

- subscription for 399€ tax-inclusive per year;
- permits to manage the sales for several artists from the same Wiseband account, to install several carts from different websites, and gives a custom assistance for the cart installation, the configuration and the use of the Wiseband service;
- the Seller can entrust the sendings and stock management to Wiseband;
- subscription for 390€ HT per year (premium account)
- gives acces to full customization of our services and dedicated project manager to maximize sales and impacts;
- allows the Seller to import sales data from his own distribution channels (physical, digital, Youtube...);

PRICE

- The Seller sets freely the sold downloads and items price. The set price is the price paid by the buyer, without the possible shipping costs calculated by the Wiseband cart;
- The Seller's income is calculated on the price excluding VAT paid by the buyer (including shipping costs), which 9% Wiseband commission is deducted from the tax-inclusive price paid by the buyer, with a minimum of 20 cents tax-inclusive per purchase (including the bank transaction charges);
- The Seller will give an invoice to every buyer that asks for it for check or Paypal payment he cashed;
- Wiseband gives an invoice to every buyer that asks for it for all the other ways of payment;

DOWNLOADS SALES

- the files can be hosted by Wiseband or by the Seller himself;
- Wiseband guarantees the protection of the URL address of the files hosted on the server (the files cannot be played or downloaded from outside Wiseband's windows or tools);
- the files bound to be downoaded and hosted by Wiseband are initially controlled by Wiseband without any virus. However, Wiseband won't be responsible if there are some problems because of or whilst downloading for you or your buyers;
- the questions or complaints made by the buyers about the files or their quality will be forwarded to the Seller by Wiseband; the Seller will answer to the buyers and will send a copy of this answer to
- the payment of the reproduction and execution rights to the SACEM (or to the collective rights management company of the Seller's country) will be paid by the Seller, unless he asks Wiseband for doing it. To do so, the Seller will have to give the list of the authors/composers of each title that are sold/given on Wiseband;

CD AND MAIL-ORDER SELLING SALES

- the Seller is responsible for the efficient sending of the bought items by the postal service;
- the Seller must pay the needed shipping costs so that the order can be sent to the buyer without extra fee, and must declare the sending to the customs if necessary;
- the shipping costs are calculated depending on two options that you choose :
1- fixed shipping costs whatever the number of bought items is;
2- shipping costs proportional to the type and the number of bought items, depending on the postal costs from France :
the items' weight is calculated by default as noticed in the Wiseband admin, but can also be fixed for each item in the item options;
The package weight is automatically added to the item weight. It equals to 25g for a simple letter, 50g for a parcel inferior to 500g, and 250g for a parcel superior to 500g;
the shipping costs are calculated for simple letters until 500g, for tracked delivery for more than 500g;
Wiseband admin permits to calculate the tracked delivery shipping costs for whatever weight;
the shipping costs of items with vinyl disks are automatically calculated by tracked delivery;
- the shipping costs can be free if the total amount of sales overpasses a certain amount of money chosen by the Seller;
- the buyers have the right to deny their purchase during 7 days , according to the French law about mail-order selling; so, they can ask for a reimbursement of their buying (except from download) after sending back the bought items to the Seller in its original packaging;
- the Seller will update on his Wiseband administration console the sending that he has made. The payments given by Wiseband won't take into account the orders paid but not validated as "sent" in the Wiseband administration console, except from de "pre-order" agreement explicitly approved by Wiseband;
- the sales of pre-ordered items may be subject of a prior agreement by Wiseband in order to pay the Seller for these pre-ordered items;

MANAGEMENT OF SENDINGS AND STOCKS (Pro & Premium accounts)

- Wiseband can manage your sendings and stocks, for a 2€/order + 0.5€/item sent fee or 3€/order + 0.5€/item sent for orders with carboard packet (including one vinyl, poster or several shirts), on top of our commission of 15% over the sold items gross price, and depending on the packaging and sending specifications agreed with the seller;
- in this case the Seller shall provide Wiseband a stock of goods for sale, these items remain the property of the Seller; Wiseband provides a guarantee against damage and loss of stock, provided that the Seller has sent to Wiseband a list price of each item in stock;
- Wiseband charges 3€ for all shipment to or on behalf of the sender out of regular orders shipment, in addition to shipment costs, with an extra charge of 0.1€ per item sent for shipments over 10 items. - in the case the actual shipping costs are deducted of payments made by Wiseband to the Seller, according to a detail order provided the 15th of the month;
- Seller will take car of the cost of trade and payments of requested orders by buyers,according with French regulations on mail order selling;
- Conditions of sale of Wiseband cart expect that the shipping cost is at the buyer's expenses, however, the cost of shipping if exchange or refund shall be at the seller's expenses if the regulation in France requires it;

DIGITAL DISTRIBUTION ON OTHER PLATFORMS (Artist, Pro & Premium accounts)

- in case the Seller entrusts the digital distribution of their music to Wiseband, this distribution will have the price and conditions specified by each platform. The upload of each album on the platforms distributed by Wiseband (iTunes, Amazon, OVI, Deezer, Spotify, Simfy, 7Digital, Starzik, Qobuz, Rhapsody, eMusic, Qriocity, Rara, Google Play, Shazam, YouTube) costs:
- 29€ tax-included per album.
- 10€ tax-included per single.
The receipts collected by Wiseband are paid to the Seller on the 30th of the month following this collection by Wiseband, after a deduction of 9% (Wiseband commission) and eventually a deduction of the mechanical reproduction (to the SACEM-SDRM) rights when the Seller puts Wiseband in charge of paying these rights to the Author's companies.
- In order to do that, the Seller will have to sign a distribution agreement with Wiseband. This agreement doesn't imply any duration or exclusivity, except from distributing the same album on the platforms by two different distributors at the same time.
- Every request of metadatas and/or price modification, for a single or an album already sent to digital platforms, cost 10€ tax-included (The metadatas modification process is mostly manual on platforms)
- no fee will be charged for the removal of a single or an album from digital platforms

SELLER REMUNERATION

- For payments by check or directly on the Seller's Paypal account, the Seller receives the 100% of the tax-inclusive price paid by the buyer (but pays the Paypal commission).
-for payments by bank card and Paypal(on Wiseband account with a minimum of 20 cent commission):
For sellers outside EEC:
- Sales can not be increased by the vat for buyers domiciled in EU, so you will get 74,16% of the all included price - for purchases made by buyers domiciled outside the EU you will get 91% of the price
For sellers in EEC:
- For payments by bank card and Paypal :
* if the Seller is a physical person, he gets 91% of the price paid by the buyer, without the taxes (including shipping costs), i.e. 74,16% of the tax-inclusive price. Wiseband also takes off the CSG/RDS for 8% of the amount that is paid to the Seller, and the source take off for the Sellers that don't pay any revenue tax (please give us a tax attestation in your residence country)
* Seller is a person corporation not subject to VAT: Seller affects 91% of VAT paid by the buyer (shipping cost included) or 74.16% of the all taxes included price.
* Seller is a corporation subject to VAT: Seller get 91% of price + VAT
- Payments made by Wiseband can be increased by the VAT on transmission of an invoice by the Seller;
- The minimum commission is 20 cents (including bank charges Paypal or the Caisse d'Epargne) ;
- Under the provisions of French tax, there is a tax deducted at source for the Sellers that don't pay any revenue tax unless if you give us a tax attestation in your residence country.
- Wiseband can also deduct the mechanical rights and enforcement public due to SACEM (currently 8% of the excluding taxes sale's price, with a minimum of 7 cents excluding taxes per track and 70 cents excluding taxes per album) or to collecting rights societies which expressed the works and the recording made available; - Except express delegation made to Wiseband, Seller committed to resolve these mechanical rights and public performance in case of claims by these companies to Wiseband, Seller agrees to provide to Wiseband all necessary supporting statements and payments; in default, Wiseband may deduct to payments owed to the Sellers any amounts that such company would put at the expense of Wiseband;
- Where appropriate, Wiseband request the Seller to certify that the works made available are not reported to a collecting society before making its first payment of royalty;
- Wiseband is exclusively dependent execution rights on the web (streaming) and mechanical storage files purchased on Wiseband, from the SACEM and the territory it represents. By accepting these conditions, the seller certifies to hold the exploitation rights on the works posted on Wiseband and renounce to any remuneration for public performance of these works on the Internet by the tools provided by Wiseband.
- A sales report is available the 15th of the following month of the months of sales, upon request by mail or on the Wiseband interface. The royalty payment is made by Wiseband at the end of the month the statement sales was issued and / or the invoice (to establish by Seller according to the sales report) by Paypal or bank transfer when the amount payable exceeds 10 €. When the amount owed on the reported sales is less than 10 €, sales are carried forward the following month's statement;
- Payments are made on sales delivered and validated by Seller on the Wiseband administration interface, except for pre-orders which have been validated by Wiseband following a request written and reasoned by the Seller (release date, justification of manufacture);
- Wiseband deduct and declare to social agencies the CSG and CRDS applicable to payments to individuals, as well as the withholding for persons domiciled abroad, except to provide a justification of imposition in the domiciled country;
- All amounts owed by Wiseband to the Seeler and detailed data downloads by Wiseband or downloading platforms Distributed by Wiseband are available in SQL format at the request of Seller. The Seller may also be carrying out any audit of the Wiseband SQL base by a company or provider approved by Wiseband.

PAYMENTS

- check payments are made with an order to the seller and are sent to him directly by the buyer, excepted when Wiseband is in charge of stocks management and sendings ;
- Paypal payments and payments by Caisse d'Epargne are secured by these services;
- Wiseband guarantees the payments of purchase whose confirmation email has been sent, and appearing in the sales management tab, thanks to its security policy present in its cart;

SECURITY

- music and video files (mp3, mp4, wav, flv) are hosted by Wiseband in a space that's not accessible from the internet, the download of a file (bought or given) is done from a temporary file generated by a program, and available only after logging in;
- the music broadcast by Wiseband is done thanks to a real progressive flash streaming and can't be downloaded (but it can be recorded 'on the fly' like every music on the internet or on radio);
- the access to the download for the buyers is limited by keying his email address and his password, and can be limited to a certain number of downloads, fixed by the Seller. Wiseband controls the frequency of accesses to identify abuses, including by the diffusion of a login and a password. Wiseband can contact directly the buyers to have explications about the access multiplication, and eventually block the download in case of wanted abuse;
- Wiseband permits to sell downloads from widgets and modules appearing on social networks or on webpages by different services. Wiseband cannot sell music from other webpages excepted when accepted before by the seller.
- Wiseband permits to listen music thanks to progressive streaming from widgets and modules published on internet websites, social networks or web pages of our partners. This streaming broadcast is possible only for the files and items chosen by the Seller in his Wiseband administration console. Each new diffusion possibility will imply an agreement by the Seller with Wiseband, or an explicit selection of this broadcast by the Seller on his Wiseband admin. The mechanical rights and public execution rights payable to the authors' rights management companies and other rights relative to this broadcast will be paid by Wiseband, except if the Seller accepted to pay the broadcast rights. - the Seller will protect the access to his Wiseband admin with his login and password, keeping it confidential and updating it each time Wiseband asks him for it. - Wiseband won't be taken as responsible by the Seller or all other person if there are some problems in the use of the tracks and items parametrized on his Wiseband admin thanks to his login and password.

EMAIL ADDRESSES CONFIDENTIALITY

- The Seller can use their Wiseband fans and buyers information freely. The Seller will respect the submission choice made by the buyer to his newsletter. The Seller will also provide a sign out link on each e-mail sent to the fans by Wiseband tools or any other way, and will be very careful to protect all the fans' info (no 'chaining' mails);
- Wiseband won't use and won't give to anyone the buyers' and fans' information collected by Wiseband service, except for the management of users account and orders ;
- Wiseband can restrict the access to fans address by the seller in case of any violation of present conditions

OTHER USE CONDITIONS

Wiseband can provide credits to the buyers on their Wiseband account in order to buy items from the Sellers using this service. Those promotional offers will be chargeable to Wiseband exclusively and give the opportunity to remunerate the Seller safely for the sales, except if the Seller disagrees with it;
- Wiseband can stop the use of the service to the Seller without any notice if this one doesn't respect the present conditions, if, for instance, there is a lack or a delay in the shipping of items, a low quality of the downloadable files, the sale of forbidden items or if the Seller is not in possession of the rights on the items, or the abusive use of the fans and buyers details (spamming), etc;
- Wiseband won't be taken as responsible for any update necessary for the use of codes or windows inside the Seller's site. The codes and windows provided by Wiseband are developed to fit with most display and browser configurations, but can generate some errors with the codes present on the Seller's pages, and their behavior is not guaranteed, except for the Label accounts that benefit from our working guaranty.
- The present conditions and terms are under french law. Any dispute should be presented to the court of justice of La Roche Sur Yon, Vendée.

For further information, ask your questions to:
Wiseband
Wiseband
SAS DARGENT MUSIC Limited Company capital 20 000€
8 Impasse Auvynet 85000 La Roche s/Yon
RCS Nantes 805246535
TVA FR13805246535

tel:+33.2.85.52.13.52