Seller Agreement
Purpose and Acceptance This Seller Agreement governs the use of the Seller functions on the Fairbeat platform. It supplements Fairbeat’s General Terms and Conditions and is accepted by the Seller by active confirmation in the Seller onboarding before the Seller functions are activated (clause 19.4).
1. Parties, Scope and Relationship to the GTC
1.1 This Seller Agreement (“Agreement”) applies between Fairbeat Media GmbH, Hamburg (“Fairbeat”), and every music producer, rights holder or other User who offers beats, instrumentals, samples or other musical content via the Seller functions of the Fairbeat platform (“Seller”).
1.2 This Agreement supplements Fairbeat’s General Terms and Conditions (“GTC”). The GTC continue to apply to the Seller’s general use of Fairbeat. In the event of conflicts regarding Seller-specific functions, this Agreement takes precedence. Licence terms agreed between Seller and Buyer take precedence with regard to the scope of the licence granted. Licence terms cannot deviate from the rights warranty under clause 6.2, the provisions on Credits under clause 11 or the technical processing via the Platform.
1.3 This Agreement does not create an employment, commercial agency, partnership or joint venture relationship between Fairbeat and the Seller.
1.4 This Agreement is provided in German and English. Both language versions are intended to have the same meaning. In the event of any inconsistency or difference in interpretation between the language versions, the German version shall prevail.
2. Role of Fairbeat and Marketplace Relationship
2.1 Fairbeat provides the technical online platform, the marketplace interface and related services through which Sellers can offer musical content and licences to Users.
2.2 Unless expressly provided otherwise for a specific product or service of Fairbeat’s own, the licence or service contract for a beat, a sample, other content provided by the Seller or a service of the Seller is concluded directly between the Seller and the acquiring User (“Buyer”). This also applies to samples. The Seller sets the licence terms for their samples, and the Seller grants the licence to a sample directly to the Buyer. Fairbeat provides the technical marketplace infrastructure, is neither licensor nor service provider and is not a party to these contracts between Users.
2.3 In addition, Fairbeat may offer its own products and services, in particular subscriptions and the sale of internal Credits under clause 11. These products and services of Fairbeat’s own are separate from transactions between Seller and Buyer.
2.4 Authority to accept orders. The Seller authorises Fairbeat, in the Seller’s name, (a) to accept a Buyer’s offer to conclude a licence agreement for a beat as soon as the payment service provider has confirmed the payment, and (b) to accept a Buyer’s offer to conclude a licence agreement for a sample when the Buyer applies Credits for the download. Fairbeat transmits the acceptance to the Buyer. As long as a Buyer is bound by an offer for an exclusive licence, Fairbeat reserves the offer for that Buyer, and the Seller does not conclude any conflicting contracts for the same content.
2.5 No model licences. Fairbeat does not provide model licences or pre-drafted licence terms. Help texts explaining which points licence terms usually cover are general information and not legal advice.
2.6 Ranking: The main parameters determining the ranking of offers in search results and their relative weighting, including whether and how Sellers can influence the ranking through fees paid to Fairbeat (for example through highlighting as part of a subscription), are described at help.fairbeat.com.
2.7 Access to data:
a) Fairbeat has access to the data that the Seller provides or that is generated through the use of the Platform, in particular account data, information under clauses 3 and 15, uploaded content and licence terms, offer, order, download and remuneration data, and Buyers’ usage data relating to the Seller’s offers. Fairbeat uses this data for the performance of the contract, for settlement, for security and the
prevention of misuse, to comply with legal obligations and, also in aggregated form, to improve the Platform and the ranking.
b) Via the Seller Dashboard, the Seller has access to the data on their own offers, in particular views, orders, downloads, proofs of licence and remuneration statements. The Seller receives personal data of Buyers only insofar as this is necessary for the performance of the licence agreement, withdrawal, refunds and the assertion of claims under the licence agreement. The Seller does not receive access to data of other Sellers or to aggregated data of the entire Platform.
c) Fairbeat discloses the Seller’s data to third parties only insofar as this is necessary for the performance of the contract, in particular to payment service providers and technical service providers and to Buyers to the extent set out in clauses 3.4 and 3.5, or insofar as Fairbeat is legally obliged to do so. Data is not disclosed to other Sellers or to third parties for their advertising purposes. There is no option to object to the disclosure, as it is necessary for the performance of the contract or to comply with legal obligations.
2.8 Buyer data: The Seller processes Buyer data received via the Platform as an independent controller exclusively for the purposes specified in clause 2.7 and in compliance with data protection law. Use for advertising purposes requires a separate legal basis.
3. Seller Status and Provider Information
3.1 Requirements: Natural persons may only use Seller functions if they have reached the age of 18 and have full legal capacity. Legal entities act through their representatives.
3.2 Business and private Sellers: In the Seller onboarding, the Seller declares whether they act as an Entrepreneur within the meaning of § 14 of the German Civil Code (BGB) (“business Seller”) or as a Consumer (“private Seller”). Fairbeat displays this status in the offer and at checkout on the basis of the declaration. The Seller is responsible for the accuracy of the declaration and updates it without undue delay if circumstances change, in particular if they begin to sell regularly and with the aim of generating income.
3.3 Legal classification: The legal classification is determined by the Seller’s actual conduct and not solely by their declaration. Fairbeat does not carry out reviews without cause. If there are indications that the declaration is incorrect, Fairbeat may request evidence from the Seller, adjust the status displayed in the offer after informing the Seller in advance, or restrict the Seller’s offers until the matter has been clarified. The Seller bears the consequences of an incorrect declaration, in particular claims by Buyers or competitors. If the Seller is responsible for the incorrect declaration, the Seller indemnifies Fairbeat against resulting third-party claims.
3.4 Information of business Sellers. Business Sellers provide their full name or company name, address, telephone number, e-mail address and, where applicable, commercial register details and VAT identification number. Fairbeat makes this information accessible to Buyers in the offer, at checkout and on the Seller’s profile via a clearly visible link. The business Seller is responsible for the completeness and accuracy of this information, including the legal notice (Impressum) for their profile.
3.5 Private Sellers. Private Sellers may appear in the offer under an artist name. They nevertheless provide their full name and address in the onboarding. Fairbeat discloses this information to a Buyer who credibly demonstrates that they need it to assert claims under the licence agreement. Fairbeat documents the disclosure and informs the private Seller.
4. Seller Account and Onboarding with the Payment Service Provider
4.1 The Seller provides complete and accurate information on account, identity, business activity and payment and keeps it up to date.
4.2 If PayPal or another external payment service provider is used for the Seller’s transactions, the Seller must connect and maintain the required payment account and complete all onboarding, verification and compliance steps required by the provider. Checkout for the Seller’s content is only available once the Seller has completed the required onboarding and their payment account is in good standing. This also applies to private Sellers.
4.3 The Seller is responsible for complying with the terms of the respective payment service provider. Payment methods, verification requirements and availability may depend on the payment service provider and on the status of the Seller’s account.
4.4 The Seller’s connected Stripe account serves exclusively to receive Fairbeat’s own remuneration under clause 11 and other payments of Fairbeat’s own under this Agreement, for example under clause 10.7. It does not serve to receive payments from Buyers.
5. Subscription as a Prerequisite for Selling
5.1 Selling via Fairbeat requires an active paid Fairbeat subscription. Seller functions, including the publication of offers, are only available as long as the Seller has an active paid subscription.
5.2 Payments for subscriptions go to Fairbeat Media GmbH for Fairbeat’s own platform services and are governed by the respective offer and the GTC. The subscription is Fairbeat’s remuneration for the Platform. On this basis, Fairbeat charges 0 % commission on sales of Beat Licences under clause 10.
5.3 Subscription fees are separate from transactions involving Beat Licences and are not deducted from the Seller’s proceeds as commission.
5.4 If the Seller’s subscription ends, Fairbeat deactivates their offers. Licences already granted, Buyers’ access to purchased downloads and remuneration claims accrued until then remain unaffected. The offers can be reactivated upon conclusion of a new subscription.
6. Rights to Uploaded Content and Rights Warranty
6.1 The Seller warrants that they hold all rights, consents and licences required to upload, display, license and otherwise make the content available via Fairbeat.
6.2 Rights warranty towards Buyers. The Seller undertakes towards Fairbeat to be liable to each Buyer for ensuring that the Seller holds the rights granted with the licence and that use within the licensed scope does not infringe any third-party rights. Under this undertaking, every Buyer acquires an independent claim against the Seller, irrespective of the content of the licence terms (contract for the benefit of third parties, § 328 BGB). A private Seller is not liable under this undertaking if they are not responsible for the lack of rights. The burden of proof for this lies with the private Seller.
6.3 Before publishing an offer, the Seller confirms that they hold all rights to the content, including any samples contained therein. Fairbeat stores the confirmation with date and time.
6.4 Indemnification. The Seller indemnifies Fairbeat against third-party claims, including reasonable costs of legal defence, based on a breach of the Seller’s obligations under clauses 6.1 and 6.2 for which the Seller is responsible. Fairbeat informs the Seller of such claims without undue delay, does not acknowledge them without the Seller’s consent and gives the Seller the opportunity to participate in the defence.
7. Rights of Fairbeat, Licence Terms and Responsibility of the Seller
7.1 For the term of this Agreement and thereafter to the extent set out in clause 17.4, the Seller grants Fairbeat a non-exclusive, worldwide right, insofar as this is necessary for operating and promoting the Platform, to store and technically process the uploaded content, to make the content available within the Platform, to provide access to samples and their download as Fairbeat’s own service, to create and provide audio previews, to display or use the content to promote the Platform and the respective offer, and to technically enable the delivery of licences and downloads. Fairbeat may use technical service providers for this purpose. Ownership and copyright remain with the Seller or the respective rights holders.
7.2 Reservation against text and data mining. The Seller authorises Fairbeat to declare a reservation of use under § 44b(3) of the German Copyright Act (UrhG) in machine-readable form for the Seller’s content as well. Fairbeat declares the reservation of use for all Seller content, even if the Seller enables use for AI training towards Buyers under clause 7.3. The rights granted to Buyers remain unaffected.
7.3 Licence terms. An offer is only published if the Seller has provided licence terms. In addition, the Seller provides structured information on the essential licence features, in particular exclusivity, permitted uses, usage limits and term. If this information conflicts with the licence terms, the provision
more favourable to the Buyer applies. The Seller permits the use of the content for training, fine-tuning or evaluating AI models only by expressly enabling it in the offer as a structured licence feature. Without this enablement, such use is not licensed, even if the licence terms do not exclude it. If the licence terms permit such use without enablement, Fairbeat may block the offer until it is corrected.
7.4 Credits in licence terms. The Seller must not describe Credits in licence terms, offers or other communications as a price, payment or consideration to the Seller. The number of Credits required for a sample download is displayed exclusively on the basis of Fairbeat’s upload form. Deviating statements are disregarded. Fairbeat may block offers containing such statements until they are corrected.
7.5 The Seller is responsible for the accuracy and lawfulness of the licence terms, product descriptions, prices and rights offered for their content, including samples. The Seller must hold the rights required for licensing, must respect the rights granted to Buyers and must not impair lawful use under a valid licence.
7.6 Non-exclusive licences granted before a subsequent exclusive licence remain valid unless the respective licence terms expressly provide otherwise. After the sale of an exclusive licence via the Platform, Fairbeat removes the relevant offer from the marketplace. The Seller is responsible for not offering the content elsewhere in conflict with the exclusivity granted.
8. Right of Withdrawal and Consumer Information
8.1 Business Sellers are responsible towards Consumers for the pre-contractual information and the statutory right of withdrawal.
8.2 For Beat Licences, the business Seller instructs and authorises Fairbeat (a) to use, in the Seller’s name, uniform instructions on withdrawal with a model withdrawal form, supplemented with the Seller’s identity and contact details, (b) to obtain, in the Seller’s name and before the order is placed, the Buyer’s express consent to the provision of the download commencing before the end of the withdrawal period and the Buyer’s confirmation of their understanding that they thereby lose their right of withdrawal, (c) to send the Buyer, in the Seller’s name, a contract confirmation including this consent on a durable medium, and (d) to receive declarations of withdrawal on the Seller’s behalf, including via an online withdrawal function, and to forward them to the Seller without undue delay.
8.3 The business Seller does not use any deviating instructions on withdrawal on the Platform, keeps their identity and contact details up to date and refunds the price without undue delay, and in any event within 14 days, after receipt of an effective withdrawal.
8.4 The instructions on withdrawal do not form part of the licence terms. Fairbeat adapts them to changes in the law. Fairbeat’s liability for errors in the uniform instructions on withdrawal is governed by clause 16.
8.5 There is no statutory right of withdrawal for contracts with private Sellers. Fairbeat points this out to Buyers in the offer and at checkout. Private Sellers may voluntarily grant a right of return in their licence terms.
9. Collaborations and Revenue Split
9.1 A beat may be offered as a joint work of several producers or rights holders (“Collaboration”). The Seller who publishes the offer is the “listing Seller”; the other participants are “Collaborators”. Collaborators must be registered with Fairbeat, have accepted this Agreement and have completed onboarding with the payment service provider before the Collaboration can be offered for sale.
9.2 Towards the Buyer, the listing Seller alone is the contracting party, licensor and vendor. Collaborators are not parties to the licence agreement.
9.3 Each Collaborator grants the listing Seller the rights to their contribution required for the licences offered and confirms their share before publication. Clauses 6.1 to 6.4 apply to each Collaborator with regard to their contribution.
9.4 If a revenue split is stored for a Collaboration, the listing Seller instructs the payment service provider to split the Buyer’s payment according to the confirmed shares and to pay out each Collaborator’s share directly to that Collaborator’s connected payment account. Payment to a Collaborator discharges the Buyer’s payment obligation towards the listing Seller in the amount of that share and is deemed a payment by the listing Seller to the Collaborator. Fairbeat does not accept any payments for the listing Seller or the Collaborators and does not hold or forward any amounts for them. Clause 10.7 remains unaffected.
9.5 Invoices of Collaborators. Each Collaborator instructs and authorises Fairbeat to issue after each sale, in the Collaborator’s name and for the Collaborator’s account, an invoice for their share to the listing Seller and to send it to the listing Seller (§ 14(2) sentence 4 of the German VAT Act, UStG). If the Collaborator is not a taxable person for VAT purposes, Fairbeat instead issues a statement without showing VAT. This is based on the information on country of establishment and tax status provided by the Collaborator under clause 15.2. The invoice is a separate document and is made available to the Collaborator and the listing Seller in the Seller Dashboard. The Collaborator checks the invoices without undue delay and notifies Fairbeat of any errors. The Collaborator remains responsible for the correct tax treatment. Fairbeat is only responsible for correctly implementing the Collaborator’s information. If a Collaborator revokes this instruction, Fairbeat may deactivate the Collaboration offer for future sales.
9.6 Refunds and reversals. Towards the Buyer, the listing Seller handles refunds, withdrawals and reversals. Internally, the listing Seller and the Collaborators bear refunded amounts, reversals and related fees in proportion to their shares, unless they have agreed otherwise. Insofar as a payment service provider does not debit a Collaborator’s share directly, the Collaborator reimburses it to the listing Seller. The obligations under this clause 9.6 exist directly between the listing Seller and the Collaborators.
9.7 If the payment service provider does not permit the payment to be split among Collaborators, the entire payment is made to the listing Seller, who pays out the Collaborators’ shares themselves. Fairbeat informs the participants before switching to this procedure.
9.8 The listing Seller is responsible for ensuring that the stated participants, rights information and shares are accurate and approved by those concerned.
9.9 Fairbeat does not determine authorship or participation ratios between the participants and is not responsible for disputes between them about rights, authorship or agreed shares.
10. Payments for Beat Licences and 0 % Commission
10.1 Payments for Beat Licences are processed via external payment service providers.
10.2 Fairbeat charges 0 % commission on sales of Beat Licences. Fairbeat does not deduct any transaction commission from the Seller’s proceeds from such sales.
10.3 For Beat Licences processed via the PayPal marketplace payment flow, the payment service provider pays out the proceeds directly to the Seller’s connected PayPal account and, in the case of Collaborations, to the participants’ connected accounts according to the stored shares under clause 9. The payment service provider pays out a VAT Adjustment Amount under clause 10.7 directly to Fairbeat.
10.4 In this payment flow, Fairbeat does not accept any proceeds of the Seller or the Collaborators from Beat Licences and does not hold or forward any amounts for them. From the Buyer’s payment, Fairbeat receives exclusively a VAT Adjustment Amount under clause 10.7 to satisfy its own claim against the Seller. Fees, restrictions, reserves, holds or other measures imposed directly by a payment service provider are governed by its terms and are separate from Fairbeat’s 0 % commission.
10.5 Invoices and self-billed invoices. For sales of Beat Licences, Fairbeat is treated as the supplier to the Buyer for VAT purposes (§ 3(11a) UStG). Fairbeat issues the invoice to the Buyer in its own name. Fairbeat settles the Seller’s supply to Fairbeat by self-billed invoice after each sale (§ 14(2) sentence 2 UStG). The Seller agrees to this. If the Seller is not a taxable person for VAT purposes, Fairbeat instead issues a statement without showing VAT. This is based on the information on country of establishment and tax status provided by the Seller under clause 15.2. The Seller checks self-billed invoices without undue delay and notifies Fairbeat of any errors. If the Seller objects to self-billing, the Seller issues an invoice to Fairbeat themselves. The Seller remains responsible for the correct tax treatment. Fairbeat is only responsible for correctly implementing the Seller’s information. In the case of Collaborations, this applies to the listing Seller.
10.6 Civil law position. The VAT treatment under clause 10.5 does not affect the fact that the licence agreement is concluded directly between Seller and Buyer and that the Seller is the contracting party, licensor and payee. Fairbeat does not acquire any payment claim against the Buyer from the invoice to the Buyer.
10.7 VAT adjustment. The self-billed invoice or statement under clause 10.5 is issued for the purchase price paid by the Buyer less the VAT owed by Fairbeat for the sale to the Buyer, plus VAT insofar as the Seller owes it for their supply to Fairbeat. If the purchase price exceeds this amount, the Seller owes Fairbeat the difference (“VAT Adjustment Amount”). If it is lower, Fairbeat pays the Seller the difference from its own funds with the next monthly settlement under clause 11.8. If the Seller has no connected
Stripe account, Fairbeat pays to the Seller’s connected PayPal account. The VAT Adjustment Amount is not a commission within the meaning of clause 10.2. The Seller instructs the payment service provider to pay out the VAT Adjustment Amount directly to Fairbeat upon the Buyer’s payment. This payment discharges the Buyer’s payment obligation towards the Seller in this amount and is deemed a payment by the Seller towards the VAT Adjustment Amount. In the case of Collaborations, the VAT Adjustment Amount is deducted before the split under clause 9.4.
11. Credits and Sample Remuneration
11.1 Buyer Credits. Fairbeat Media GmbH sells internal credits (“Credits”) to Buyers. Credits are exclusively internal units of the Platform. They can only be used for services that Fairbeat provides itself, such as the provision of samples, the cover generator and certain profile and feature functions. Credits cannot be paid out, exchanged for money or transferred between Users, subject to mandatory statutory rights and the GTC. The purchase of Credits is a transaction exclusively between Fairbeat and the Buyer. The Seller is not involved in it and has no claim to the amounts paid by the Buyer for Credits. Sellers may acquire and use Credits as Buyers in accordance with the GTC. In their capacity as Sellers, Credits are never paid, transferred or allocated to them.
11.2 Sample downloads. When a Buyer downloads a sample, the respective number of Credits is deducted from the Buyer’s internal Credit Balance. No Credits are transferred to the Seller. The Seller does not receive, earn or hold any Credits, and Fairbeat does not maintain a withdrawable balance of Credits or a wallet for Sellers. The use or deduction of Credits is not a payment or transfer of money from the Buyer to the Seller.
11.3 Seller remuneration. A qualifying sample download gives rise to a separately calculated remuneration amount in euros, which Fairbeat owes the respective Seller for the platform-based provision of their samples. Fairbeat pays this remuneration from its own available funds, on the basis of its own obligation, via Stripe Connect to the Seller’s connected Stripe account. The Seller’s claim to this remuneration arises from this Agreement between Fairbeat and the Seller and is independent of the licence agreement that Seller and Buyer conclude directly. In this respect, the Seller has no payment claim against the Buyer. Receipt of the sample remuneration requires that the Seller has successfully completed onboarding with Stripe Connect and maintains a suitable connected Stripe account. Remuneration amounts may accumulate in the Seller’s connected Stripe account, i.e. within the payment service provider’s infrastructure and not in a balance or wallet maintained by Fairbeat, before they are paid out according to the payment service provider’s payout schedule. Settlement takes place in accordance with clause 11.8.
11.4 The remuneration rate per qualifying sample download is displayed in the Seller Dashboard. The Seller’s remuneration in euros is calculated and settled separately from the Buyer’s internal Credits and is not an exchange, redemption or payout of Credits. Fairbeat may change the remuneration rate for business Sellers for future downloads by giving at least 30 days’ notice in text form, stating the reasons. The business Seller may terminate this Agreement before the change takes effect. For private Sellers, a change requires their consent. If a private Seller does not consent, Fairbeat may terminate the sample functions for that Seller with effect from the planned date of the change. Remuneration claims already accrued remain unaffected.
11.5 The Credit and remuneration system under this clause is a payment flow separate from Beat Licences. It does not change the separate treatment of proceeds from Beat Licences under clause 10.
11.6 Qualifying downloads. A qualifying download is a download of a sample of the Seller by another User applying Credits, including Credits granted free of charge. Downloads by the Seller or by accounts affiliated with the Seller, automated or manipulated downloads, and downloads with Credits obtained through legal violations or manipulation do not qualify. Fairbeat may withhold the remuneration for non- qualifying downloads and set off remuneration already paid for them against future remuneration. Fairbeat informs the Seller of this, stating the reasons.
11.7 Refunds, withdrawals or reversals relating to a Buyer’s Credit purchase do not affect the remuneration for qualifying downloads that took place previously, unless clause 11.6 applies.
11.8 Settlement. Fairbeat determines the remuneration for each calendar month on the basis of the qualifying downloads in that month and settles it within 15 days after the end of the month by self-billed invoice (clause 11.9) and transfer to the Seller’s connected Stripe account. There is no obligation to make a transfer after each individual download.
If the remuneration to be paid out, including amounts carried forward, is less than EUR 10, it is not transferred but carried forward to the following month. The monthly self-billed invoice under clause 11.9 remains unaffected. Fairbeat displays amounts carried forward in the Seller Dashboard. Upon termination of this Agreement, any remaining amount is paid out irrespective of this threshold.
11.9 Self-billing. The Seller agrees that Fairbeat settles the remuneration by self-billed invoice (§ 14(2) sentence 2 UStG). The self-billed invoice shows VAT only insofar as it is owed for the respective supply under the applicable law. If Fairbeat owes the tax as the recipient of the supply, the self-billed invoice contains the corresponding note. The Seller checks self-billed invoices without undue delay and notifies Fairbeat of any errors. If the Seller objects to self-billing, the Seller issues an invoice to Fairbeat themselves.
12. Refunds, Disputes and Reversals
12.1 Refunds, payment disputes, cancellations and reversals are handled in accordance with applicable law, the respective licence or product terms, the GTC and the rules of the respective payment service provider.
12.2 The Seller reasonably cooperates with Fairbeat and the respective payment service provider in investigating and resolving payment disputes, suspected fraud, copyright disputes and reversals in connection with the Seller’s transactions or content.
12.3 For Beat Licences paid out directly to the Seller under clause 10, the Seller, as payee, bears refunds, cancellations and reversals, including the payment service provider’s fees. Fairbeat provides the available evidence (proof of licence, server-side download log and order data). If the Buyer effectively withdraws from or rescinds the licence agreement, the licence ends with effect for the future. Otherwise, the effect of a refund on the licence is governed by the Seller’s licence terms. In the case of Collaborations, clause 9.6 applies. The Seller notifies Fairbeat of every refund, cancellation and reversal without undue delay, unless Fairbeat already learns of it via the payment service provider. Fairbeat then corrects the invoice to the Buyer, the self-billed invoice under clause 10.5 and, in the case of Collaborations, the invoices under clause 9.5. At the same time, Fairbeat recalculates the VAT Adjustment Amount under clause 10.7. Fairbeat refunds any VAT Adjustment Amount thereby overpaid to the Seller, unless the payment service provider has already charged it back to Fairbeat.
12.4 Fairbeat processes refunds, cancellations and reversals relating to the purchase of Credits as the contractual recipient of the original payment. Such disputes are separate from the Seller’s remuneration under clause 11. The Seller does not receive or hold any part of the original payment for Credits. The effect on the Seller’s remuneration is governed by clause 11.7.
12.5 This Agreement does not entitle Fairbeat to represent that it itself holds Sellers’ proceeds from Beat Licences where the payment flow provides for a direct or split payout via the payment service provider.
13. Content ID, Copyright Claims and Automated Protection Systems
13.1 Unless the respective licence expressly permits this, the Seller must not register or enforce exclusive Content ID, fingerprinting or comparable automated copyright claims in such a way that a lawful Buyer is unreasonably prevented from exercising the rights granted to them.
13.2 The Seller reasonably cooperates in resolving erroneous or disputed automated copyright claims against lawful licensees.
14. Platform Rules, Misuse and Fraud Prevention
14.1 The Seller must not use Fairbeat for unlawful, fraudulent, misleading or abusive purposes, in particular not to manipulate transactions, for artificial purchases or downloads, for the unauthorised use of means of payment or to infringe third-party rights.
14.2 Fairbeat may remove or restrict content, restrict Seller functions, block accounts or terminate access insofar as this is reasonably necessary due to legal requirements, suspected fraud or misuse, infringement of third-party rights, violations of platform rules or risks to the integrity or security of the Platform. Fairbeat selects the measure according to the severity of the violation and informs the Seller of it, stating the reasons. The statement of reasons sets out the type of measure, the underlying facts and circumstances, whether automated means were used, the ground for the measure and the available means of redress.
14.3 A payment service provider may independently take verification, risk, reserve, restriction, dispute or payout measures in accordance with its own terms.
14.4 For business Sellers, Fairbeat provides the statement of reasons for a restriction or suspension on a durable medium before, or at the latest when, it takes effect. The business Seller may clarify the facts via support@fairbeat.com. If the measure proves unjustified, Fairbeat lifts it without undue delay.
14.5 Fairbeat takes action upon notices of allegedly illegal content and on the basis of its own specific indications. The Seller responds to Fairbeat’s enquiries in connection with such notices within the reasonable period set by Fairbeat.
15. Taxes and Reporting Information
15.1 The Seller is responsible for their own tax registration, returns, invoicing and other tax obligations in connection with their income, unless mandatory law provides otherwise.
15.2 The Seller provides the information that Fairbeat or a payment service provider reasonably requires for identity verification, payment processing, compliance with regulatory requirements or legally required reporting. Before publishing offers, the Seller states their tax status (country of establishment and standard VAT taxation with VAT identification number, small business under § 19 UStG or a comparable scheme of the country of establishment, or not a taxable person for VAT purposes) and notifies Fairbeat of any changes without undue delay. Collaborators provide the same information.
15.3 Fairbeat does not provide tax or legal advice to Sellers.
16. Liability
16.1 The Seller is responsible for their uploaded content, the licence terms offered, the services rendered and the fulfilment of their obligations towards Buyers and other rights holders.
16.2 Fairbeat is liable without limitation for intent and gross negligence.
16.3 Fairbeat is liable without limitation for injury to life, body or health, under the Product Liability Act, for fraudulently concealed defects and to the extent of any guarantee assumed.
16.4 In the event of a slightly negligent breach of essential contractual obligations, Fairbeat’s liability is limited to the damage that was foreseeable and typical for the contract at the time the contract was concluded. Essential contractual obligations are obligations whose fulfilment makes the proper performance of this Agreement possible in the first place and on whose observance the Seller may regularly rely.
16.5 Otherwise, Fairbeat’s liability for slight negligence is excluded.
16.6 The following applies additionally to business Sellers. a) Liability under clause 16.4 is limited to EUR 5,000 per incident of damage and to EUR 10,000 for all incidents of damage in a contract year. b) Claims for damages under clause 16.4 become time-barred one year after the statutory commencement of the limitation period. c) Letters a and b do not apply in the cases of clauses 16.2 and 16.3.
16.7 The limitations of liability also apply to the personal liability of Fairbeat’s employees, representatives and vicarious agents.
16.8 Fairbeat assumes no responsibility for disputes between Buyers and Sellers or between participants regarding licence performance, provision of services, authorship, rights or revenue shares, unless Fairbeat is subject to its own mandatory statutory obligations.
17. Term and Termination
17.1 The Seller may terminate this Agreement at any time with effect for the future by deactivating the Seller functions in their account or by giving notice in text form.
17.2 Fairbeat may terminate this Agreement with ordinary notice, with a notice period of at least 30 days for business Sellers and at least two weeks for private Sellers. For business Sellers, Fairbeat provides the statement of reasons on a durable medium. The notice period does not apply if Fairbeat is subject to a legal or regulatory obligation to terminate, terminates for good cause or the Seller has repeatedly breached this Agreement. The right to extraordinary termination for good cause remains unaffected.
17.3 Licences validly granted to Buyers before termination continue in accordance with their licence terms, unless applicable law or the respective licence provides otherwise.
17.4 After termination, Fairbeat’s rights under clause 7.1 continue insofar as this is necessary for Buyers to retrieve content purchased before termination and to use Credits in accordance with the GTC. Remuneration accrued until termination is settled in accordance with clause 11.8. Clauses 6.2, 6.4, 7.6,
9.6 and 12 survive termination.
17.5 After termination, the Seller may export their sales, licence and remuneration data for 30 days. Fairbeat retains data insofar as statutory retention obligations exist and otherwise in accordance with its privacy policy.
18. Applicable Law and Place of Jurisdiction
18.1 This Agreement is governed by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods. For private Sellers, this choice of law only applies insofar as it does not deprive them of the protection afforded by mandatory provisions of the law of the state of their habitual residence.
18.2 If the Seller is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from this Agreement is Hamburg. The same applies if the Seller is a business Seller without a place of business or registered office in Germany. Fairbeat is also entitled to bring an action at the Seller’s general place of jurisdiction.
19. Final Provisions and Electronic Acceptance
19.1 This Agreement supplements the GTC with Seller-specific provisions. It does not replace the GTC as a whole.
19.2 If the Seller is a business Seller and individual provisions of this Agreement are invalid, the remainder of the Agreement remains valid. The invalid provision is replaced by the statutory provisions.
19.3 Amendments. Fairbeat notifies business Sellers of amendments to this Agreement on a durable medium at least 15 days before they take effect, or longer if the Seller must make significant technical or commercial adjustments. The business Seller may terminate this Agreement before the amendment takes effect. For private Sellers, amendments that are necessary to adapt this Agreement to a change in the law and that do not shift the contractual balance to their detriment take effect if the private Seller does not object within six weeks of notification. In the notification, Fairbeat points out the period, the right to object and the consequences. Other amendments require the private Seller’s consent. Amendments have no retroactive effect.
19.4 The Seller accepts this Agreement by actively confirming it in the Seller onboarding before the Seller functions are activated. Fairbeat stores the time of acceptance and the version accepted. Fairbeat makes the Agreement available for download in a storable form. A separate handwritten signature is not required unless Fairbeat expressly requests it in an individual case.
Document Status Document: Seller Agreement Status: V1.0, as of 23 October 2026 Acceptance: Active electronic confirmation in the Seller onboarding, stored with timestamp and version, no handwritten signature required
