ProducerLoops.com – Terms of Service
This is a legally binding agreement between you and Producer Loops Ltd (the Business) stating the terms that govern your uploading products, descriptions, images, files and other resources (collectively referred to as “Resources”) to ProducerLoops.com (the Site) through the Provider Interface (“PI”) and by FTP to the Producer Loops Ltd Server(s).
This agreement together with all of Producer Loops Ltd’ rules and policies collectively constitute the ongoing "Agreement" between you and Producer Loops Ltd. Keeping your account open and/or continuing to use the Provider Interface (“PI”) will be deemed to constitute your acceptance of these terms of service and the conditions set out in this legally binding agreement.
Duration of Agreement
To continue indefinitely until either party serves notice to terminate the arrangement by not less than two (2) months notice in writing to the other party. Termination notices will be sent by email.
When an update is made to this agreement, an announcement will be made available in your “PI” and you will be asked to confirm that you have accepted the new conditions.
Non-Exclusive Worldwide Rights
You hereby grant Producer Loops Ltd a non-exclusive worldwide right to sell and market your product(s) as downloads at ProducerLoops.com.
Producer Loops Ltd pays a 50% Royalty Commission based on the Sales Amount after deduction of VAT (20% Sales Tax) and affiliate payouts. Producer Loops Ltd will not deduct Payment Processing Fees, MCPS fees or hosting costs.
All prices on the Site are inclusive of VAT (20%). The prices you enter into the “PI” must include VAT. You will receive 50% (half) of the sale price excluding VAT and affiliate payouts.
All sales information will be reflected in your “PI” within seconds of order completion. Producer Loops Ltd has worked hard to provide REAL-TIME sales statistics. You can view on-screen sales reports by day, week, month or search between two dates. The reports show the sale value AND the commission generated, with totals at the bottom. You will always know how much you are owed. Finally, you can export your sales information to .CSV files for import into your accounting system or excel.
A sale confirmation email will be sent within seconds of a customer completing the order process for one or more of your items. This email will display the sale price and your commission. For more details about the sale, simply login to your “PI”.
Billing System (Coming Soon)
Producer Loops Ltd is currently working on an innovative billing system. Soon, you will be able to send an invoice to Producer Loops Ltd from within your “PI”. You will be able to add your own purchase order number and special instructions. Please observe the current system until this is officially released. Producer Loops Ltd will post an update in your “PI” when the billing system is complete, complete with full instructions.
Producer Loops Ltd will email you a monthly statement by the tenth (10th) working day of each month, showing your sales data and commissions generated during the previous calendar month. All statements will show prices in POUNDS STERLING (£). The statement will be sent to the email address you specify in your “PI”. Producer Loops Ltd is an ecologically conscientious business and therefore, no paperwork will be sent in the post.
Invoicing Producer Loops Ltd
Upon receipt of the Producer Loops Ltd’ monthly statement you agree to send (or email) an invoice to Producer Loops Ltd. Your invoice will then be in the same currency as the Producer Loops Ltd’ statement. Producer Loops Ltd will pay invoices in Pounds Sterling (£) as your commission is calculated in this currency.
VAT Registered in the United Kingdom (U.K.)
You can add VAT to your invoice if you are VAT-registered and trading in the United Kingdom. However, your invoice must include the VAT-breakdown and your company’s VAT number. Failure to provide this information could result in delayed payment.
VAT Registered in the European Union (E.U.)
Producer Loops Ltd is VAT registered. Their VAT number is GB 851 1258 45. If you are in the EU and VAT registered then you are required to enter your VAT ID into your “PI” (under the “Modify Profile” section). No VAT will be paid for E.U. companies/individuals who are VAT registered.
Producer Loops Ltd will pay all invoices within thirty (30 days), by PayPal (all) or Bank Transfer (UK only). All invoices will be paid in Pounds Sterling (£). If you are outside of the UK, then PayPal will convert the payment into your own currency.
Producer Loops Ltd will pay your invoice in full. However, you accept that Producer Loops Ltd is not responsible for any PayPal fees or banking fees you incur when receiving payment.
Alternative Payment Method for UK Providers
If you are in the United Kingdom, then Producer Loops Ltd can send payment by Bank Transfer. Please include bank details and payment information on your invoice.
Producer Loops Ltd will promote and market your products to its customers directly and from time to time they will enter into reciprocal agreements with third (3rd) parties and affiliates to enhance product awareness. Producer Loops Ltd may also offer customers incentives to use their services again. You will have the absolute and exclusive “right” to set your own prices, although we reserve the right to set a minimum price.
Provider Interface (“PI”)
Producer Loops Ltd’ Content Providers get access to their own Provider Interface (“PI”). Your “PI” is an extremely powerful content management tool that allows you to add products to the Site, edit existing products, change prices (providing they meet any specified minimum price threshold set by Producer Loops Limited) and access and export sales reports. All of the “PI” sales reporting features synchronize to Producer Loops Ltd’ sales database in real-time, so the second a sale is made at ProducerLoops.com, it will be shown instantly in your “PI”. You are solely responsible for maintaining the confidentiality and security of your “PI” logins and passwords. Furthermore, you should not reveal your “PI” information to anyone else or use anyone else's “PI”.
Adding Products Through Your “PI”
You can submit the following products details through your “PI”:
”PI” & FTP - Terms of Submission
The Producer Loops Ltd “PI” offers interactive features that allow you to, amongst other things, submit promotional text, images and audio files for use in product descriptions. These promotional submissions will be accessible and viewable by customers of ProducerLoops.com.
You represent and agree that these submissions shall not infringe or violate the rights of any other party or violate any laws, contribute to or encourage infringing or unlawful conduct, or otherwise be obscene, objectionable or in poor taste, and that you have obtained all necessary rights, licenses and clearances. Moreover, you hereby grant Producer Loops Ltd a worldwide, royalty-free, non-exclusive license to use promotional materials on the Site and in marketing, and in relation to Products, without any compensation or obligation to you.
Your “Products” Folder at ProducerLoops.com
After you have created an account (by clicking "I Agree" at the bottom of this agreement), the ProducerLoops.com server will automatically create a secure Product Folder at the ProducerLoops.com server(s). This folder is created specifically for your products and only your products. The creation of this folder is automated.
After the creation of your FTP account they will become available in your profile. You will be able to upload large files (over 100MB) by FTP to your own Product Folder. Although your Product Folder is ideal for files that are 100MB+, you can actually use it for any product files regardless of size, so if you find FTP uploading the easiest way to go, then that is no problem.
Your product files are not accessible by other providers, or end-users. Only you and Producer Loops Ltd have access to your product files. Password protection and read/write permissions are set so that no-one but you and Producer Loops Ltd can see or access your files. Furthermore, customers will be sent encrypted download links. Your Product Folder should be used for your Product Files ONLY. MP3s can be uploaded through your “CP” (INVENTORY>FILES) by “Browsing” your computer’s hard drive or specifying a URL, which will upload the files to a general folder on the Producer Loops Ltd server(s).
Recommended FTP Software
It is necessary to use an FTP to upload large files of over 100MB to Producer Loops Ltd’ server(s). Producer Loops Ltd recommends using Filezilla which is an “Open Source" FTP client. It is free of charge and can be downloaded here.
When you submit product(s) through your “PI” they will enter a “pending” status until Producer Loops Ltd has had chance to manually screen the submission(s). This Screening Process is necessary to ensure that only high quality products are made available at the Site. Your product(s) will be launched providing they meet the standards required. You will receive an email stating whether your submission was accepted or rejected once Producer Loops Ltd has evaluated the submission.
Producer Loops Ltd reserves the right to reject a submission for any reason. In particular, if the product image(s), MP3(s) or the product itself is not of a high enough standard to be published at the Site, then Producer Loops Ltd will reject the submission.
Producer Loops Ltd reserves the right to remove outbound links and to modify your product descriptions, upsells, images, and to delete any material accordingly, at any time in its sole discretion without notice or liability. An explanation will be emailed to you upon request.
Producer Loops Ltd makes no guarantee that your products will be posted on the Site and you accept that Producer Loops Ltd will not be held responsible or accountable for any lost time in the event that a product is rejected.
Modification of Product Pages
Producer Loops Ltd reserves the right to make amendments to the appearance of your product pages(s) and the “downloadable product” file(s) before they are published on the Site. Your price(s) will not be modified without your prior consent though. Modifications will generally be cosmetic (look-and-feel), text and marketing-related.
Terms of Uploading
By uploading Material to the Producer Loops Ltd server(s) through your “PI” and by FTP, you are categorically representing and coveting that you have the absolute right to do so. That you own the copyright, title, and interest in the material and/or any associated trademarks, or you are expressly authorized to do so by the individual or entity that does possess the rights title and interest in the Material. You are declaring that you are eighteen (18) years of age or older and that you are mentally competent to enter into a contractual agreement. If any disputes to ownership are brought to the Site’s attention, the Material will be temporarily suspended from the site without notice. You will be notified of the claim and you will be responsible to resolve the claim and show proof to the Site that you have the absolute right to publish the Material on the Site.
BE ADVISED by accepting these terms and/or uploading any materials to ProducerLoops.com (the Site) you are agreeing to a legally binding contract between yourself and Producer Loops Ltd. You should read all of these terms carefully as they affect your rights and you will be held to these terms in the event any disputes arise from your use of the site. If you do not understand what your rights and obligations are, then please consult a solicitor, barrister, lawyer, attorney, manager or any other qualified representative for clarification.
Producer Loops Ltd does not retain or acquire any ownership rights of any audio, video, “Pictures”, images, descriptions or any and all other files (collectively the Material) submitted by you the user. You retain all ownership rights.
Producer Loops Ltd is a website built specifically for the purpose of selling legal (“Legal”) downloads from reputable music software and sample developers worldwide. Therefore, you are required to upload “legal” products to the Site. PLEASE BE ADVISED that your continuing use of the service is deemed as confirmation that you have the legal right to upload the content submitted through the Provider Interface (“PI”) and to the Producer Loops Ltd’ server(s) by FTP and that it is devoid of any copyrighted content owned by third (3rd)parties and you implicitly understand that Producer Loops Ltd shall have absolutely no liability if it is discovered that the content is not legally owned by you, and that you will be held accountable for any and all costs that arise in the event of any legal disputes.
You acknowledge that Producer Loops Ltd shall retain the right without notice to you, to forward a copy of this agreement to any relevant parties in the event of a legal dispute. In the event of a copyright dispute you grant Producer Loops Ltd the right to discuss matters concerning your use of the ProducerLoops.com website (and sales made) with any relevant third-parties, without notice to you, and you accept that you will be held financially accountable for any and all financial losses incurred by Producer Loops Ltd.
You accept that in the event of legal action being taken against Producer Loops Ltd concerning a copyright dispute that you will be required to fully reimburse Producer Loops Ltd for any and all legal costs incurred, not limited to, but including legal fees, legal damages, travel costs and any other costs or compensations that are incurred.
If you are not sure if your product(s) is/are 100% legal and copyright clear then do NOT use the “PI” or post material on the Site as you will be held financially responsible for the legal consequences and costs incurred by you and Producer Loops Ltd. If you are selling a Sample CD or Sample Pack, then please make sure that no “copyrighted” material was used in any part of the product, whether edited, effected or otherwise. Here are some examples of what you cannot do:
1. Sampling factory presets from synthesizers is copyright infringement.
2. Reprocessing loops from sample collections is copyright infringement.
3. Sampling from recordings that are less than fifty (50) years old is copyright infringement. For sound recordings, the duration or term of copyright is fifty (50) years from the end of the calendar year in which the recording was first released.
4. Sampling certain software instruments is also copyright infringement. Producer Loops Ltd strongly suggests that you check which software was used to create the samples/loops/patches and that you check the license agreement of the software used to ensure you are not infringing any license agreements.
Enforcement of Terms
Producer Loops Ltd reserves the right to take any steps that are reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement (including but not limited to Producer Loops Ltd’ right to cooperate with any legal process relating to your use of the Service and/or Products, and/or a third (3rd) party claim that your use of the Service and/or Products is unlawful and/or infringes such third (3rd) party's rights).
You agree that Producer Loops Ltd has the right, without liability to you, to disclose any Registration Data and/or Account Information to law enforcement authorities, government officials, and/or a third (3rd) party, as Producer Loops Ltd believes is reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement. This includes but is not limited to Producer Loops Ltd’ right to cooperate with any legal process relating to your use of the Site and/or Uploaded content, and/or a third (3rd) party claim that your use of the Service and/or Products is unlawful and/or infringes such third (3rd) party's rights).
Producer Loops Ltd has integrated advanced and secure fraud-prevention measures into the Site. These fraud checks reduce the possibility for fraud at the Site. Fraud checks and systems implemented to protect the Site include the following:
In the event that a sale for your product(s) is charged back by the customer’s Credit Card issuer, then Producer Loops Ltd will file a dispute with its Payment Service Provider (PSP). If the PSP cannot recover the funds (for whatever reason) then Producer Loops Ltd will cover their portion of the chargeback accordingly. However, a sum equivalent to the royalty commission you received for the product(s) sold in the disputed transaction will be debited in the Sales Reports section of your “PI” and marked with a negative amount (example -£10.00). Producer Loops Ltd will be happy to forward proof of Chargebacks on request.
Producer Loops Ltd has a very clear set of Terms and Conditions for customers, who must agree to the terms before they order. Customers know they cannot get a refund for downloadable goods. Producer Loops Ltd will challenge all refunds accordingly. However, in the event that you advertise a product and put incorrect data into the advert, then the product is “not as described”. It is only in this instance that a customer has a legitimate and legal right to claim a refund. In this event, Producer Loops Ltd will process the refund and a new line in your sales reports will reflect this. A negative value equivalent to the amount of commission you received for the sale will be immediately applied in your “PI”. Producer Loops Ltd will email you a full explanation on request.
Disclaimer of Warranties, Liability Limitations
Producer Loops Ltd does not guarantee, represent, or warrant that your use of the service will be uninterrupted or error-free, and you agree that from time to time Producer Loops Ltd may suspend or completely remove the service for indefinite periods of time, or cancel the service at any time, without notice to you.
In no case shall Producer Loops Ltd, its owner, employees, affiliates, agents, be liable for any direct, indirect, incidental, punitive, special, or consequential damages arising from your use of any of the services or for any claim related in any way to your use of the services. This includes but is not limited to, copyright infringement, any errors or omissions, any loss or damage of any kind incurred as a result of your providing content (or products) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some States or Jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such States or Jurisdictions, Producer Loops Ltd’ liability shall be limited to the extent permitted by English Law.
Producer Loops Ltd shall use reasonable efforts to protect information submitted by you in connection with the services, but you acknowledge and accept that your submission of such information is at your sole risk, and Producer Loops Ltd disclaims any and all liability to you for any loss or liability relating to such information in any way.
Producer Loops Ltd’ hosting company offer 99.95% Uptime. However, you recognise that at any time and for any reason the site may encounter technical difficulties or cease to function and Producer Loops Ltd shall not be liable to you or anyone else for any disruption(s) in service. The site does however represent that all efforts will be made to remedy disruptions as soon as practicable and everything possible will be done to minimise the length and/or breadth of disruptions. The Site makes no guarantees or warranties as to the effectiveness of the technology or to the reach of the audience.
Although “managed” daily security updates will be carried out by Producer Loops Ltd’ hosting company, Producer Loops Ltd cannot represent or guarantee that the service will be totally free from loss, corruption, attack, viruses, interference, hacking, or other security intrusion and Producer Loops Ltd disclaims any liability relating thereto. Producer Loops Ltd warrants that they will endeavour to maintain their securities and technologies to the best of their abilities.
Waiver and Indemnity
By using the service, you agree to indemnify and hold Producer Loops Ltd, its owner, employees, affiliates, agents, with respect to any claims arising out of your breach of this agreement, your use of the service, or any action taken by Producer Loops Ltd as part of its investigation of a suspected violation of this agreement, or as a result of its finding or decision that a violation of this agreement has occurred. This means that you cannot sue or recover any damages from Producer Loops Ltd, its owner, employees, affiliates, agents, as a result of its decision to remove or refuse to process any information or content, to warn you, to suspend or terminate your access to the service, or to take any other action during the investigation of a suspected violation, or as a result of Producer Loops Ltd’s conclusion that a violation of this agreement has occurred. This waiver and indemnity provision applies to all violations described in or contemplated by this agreement.
Producer Loops Ltd may send you notice with respect to the Service by sending an email message to the email address listed in your “PI”, by sending a letter via postal mail to the contact address listed in your Producer Loops Ltd Profile, or by a posting on the Site. Notices shall become effective immediately.
The laws of England and Wales govern these Terms and your use of the Provider Interface and Site. Your use of the Service may also be subject to other local, national, or international laws. You expressly agree that exclusive Jurisdiction for any claim or dispute with Producer Loops Ltd or relating in any way to your use of the Service resides in the courts of England and Wales.
This contract and the Terms of Service set out above constitute the entire agreement between you and Producer Loops Ltd and govern your use of the Service, superseding any prior agreements between you and Producer Loops Ltd.
If any part of these Terms of Service is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.
Producer Loops Ltd' failure to enforce any right or provisions in these Terms of Service will not constitute a waiver of such provision, or any other provision of these Terms of Service. If any provision of this Agreement is found by a court of competent Jurisdiction to be invalid, the other provisions will remain in full force and effect. Producer Loops Ltd will not be responsible for failures to fulfil any obligations due to causes beyond its control.