License Agreement &
Terms and Conditions

§1 Preamble & Scope of Application

1.1 Contracting Parties

These Terms and Conditions ("Terms") and the License Agreement ("Agreement") are entered into between:

Artyfile LTD, trading as ARTYFILE (hereinafter "ARTYFILE", "we" or "us")

and

the customer, licensee, artist or user (hereinafter "you", "Customer" or "User") who utilises ARTYFILE's services.

1.2 Scope of Application

These Terms apply to all business relationships between ARTYFILE and the Customer, in particular to:

• The acquisition of music licences (ARTYFILE Basic and ARTYFILE Limited Edition)
• The use of the ARTYFILE Stream service
• The use of the Music Distribution Service for artists (ARTYFILE for Artists)
• The acquisition and transfer of Music NFTs
• The commissioning of Custom Music
• All transactions conducted via the website artyfile.com and the ARTYFILE Mobile Apps

1.3 Applicable Version

The version of these Terms in effect at the time of contract formation shall apply. Any deviating terms and conditions of the Customer shall not become part of the contract unless ARTYFILE expressly agrees to their application in writing.

1.4 Language

In the event of any discrepancy between the German and English versions of these Terms, the English version shall prevail.

§2 Definitions

The following definitions shall apply within the scope of this Agreement:

§3 Formation of Contract

3.1 Offer and Acceptance

The presentation of products and services on the ARTYFILE website does not constitute a legally binding offer, but rather an invitation to make an offer (invitatio ad offerendum).

By placing an order for a product or service, the Customer submits a binding purchase offer. The contract is concluded when ARTYFILE accepts the order by sending an order confirmation via email or by providing the service.

3.2 Customer Account

The creation of a customer account is required to use certain services. The Customer is obligated to:

• Provide truthful and complete information
• Keep their access credentials confidential
• Notify ARTYFILE immediately of any unauthorised use of their account
• Keep their profile up to date

3.3 Contract Language and Storage

The contract languages are German and English. The contract text will be stored after contract formation and made available to the Customer via email. Access is also available through the customer account on the website.

§4 License Types & Service Description

4.1 ARTYFILE Basic

ARTYFILE Basic is a non-exclusive, non-transferable standalone licence that includes the following rights:

• Synchronisation Rights: Worldwide, perpetual sync rights for use in audiovisual projects
• No Subscription Required: One-time purchase with no recurring fees
• High-Quality Audio: Download in WAV format (44.1 kHz, 16 Bit)
• Instant Download: Available immediately upon purchase completion
• Commercial Use: Permitted for private and commercial projects

Not included with ARTYFILE Basic:

• Ownership shares in master rights
• Participation in streaming revenue
• Participation in third-party sync revenue

4.2 ARTYFILE Limited Edition

ARTYFILE Limited Edition includes all rights of ARTYFILE Basic plus the following:

• Ownership Shares: Acquisition of shares in the master rights of the Recording, represented by Music NFTs on the Ethereum blockchain
• 1 NFT = 1% Ownership Share: Each NFT represents a 1% share in the master rights
• Streaming Revenue: Pro-rata participation in worldwide streaming revenue (Spotify, Apple Music, Amazon Music, YouTube Music, Deezer, etc.)
• Sync Revenue: Pro-rata participation in synchronisation revenue when the Recording is licensed to third parties
• Transferability: The NFT can be sold, gifted or traded on NFT marketplaces (OpenSea, Rarible)
• Blockchain Transparency: Immutable, publicly verifiable ownership history

4.3 Payment in Traditional Currencies

All ARTYFILE products can be purchased in traditional currencies (EUR, USD, GBP). Cryptocurrencies are not required for purchase.

§5 ARTYFILE Stream

5.1 Service Description

ARTYFILE Stream is a B2C streaming service for premium music in uncompressed WAV quality (High-Fidelity Audio).

5.2 Scope of Service

• WAV Streaming: Uncompromised playback quality at 44.1 kHz
• Curated Collections: Thematically organised music collections
• Listen-to-Own: Direct integration with the NFT marketplace for acquisition of ownership shares
• Mobile App: Available for iOS (Apple App Store) and Android (Google Play Store)

5.3 Fair Use Cap

To ensure fair operation, the following usage limitation applies:

• Limit: Maximum of 500 streams per month per user
• Top-Up Option: After reaching the limit, additional streams can be purchased (e.g., 100 streams for €4.99)

5.4 Patronage System (Remuneration Model)

ARTYFILE Stream uses a user-centric remuneration model:

• €4.00 of the subscription covers platform costs (servers, development, marketing)
• €12.00 is allocated to the Artist Pool for stream remuneration
• Minimum of €0.03 per stream (€0.02 master rights + €0.01 PRO/publisher)
• With lower usage, artists benefit from higher per-stream payments (patronage effect)

5.5 Cancellation of ARTYFILE Stream

The subscription may be cancelled at any time effective at the end of the current billing period. Cancellation can be made through the customer account at artyfile.com/account.php.

§6 Music Distribution for Artists (ARTYFILE for Artists)

6.1 Service Description

ARTYFILE for Artists offers artists and labels a blockchain-based music distribution service with fair revenue sharing and transparent rights management.

6.2 Scope of Service

• Global Distribution: Release on 150+ streaming platforms (Spotify, Apple Music, Amazon Music, YouTube Music, Deezer, etc.)
• NFT Minting: Minting of 100 Music NFTs per track on the Ethereum blockchain
• Ownership Distribution: 85 NFTs remain with the artist, 15 NFTs with ARTYFILE
• Sync Licensing: Extended exploitation through sync licences for film, advertising, games and social media
• No Advance Recoupment: No hidden fees or advance repayments

6.3 Requirements for Artists

• Submission of a high-quality recording (MP3 for review, WAV for release)
• Artist biography and contact information
• Active website and Instagram presence
• Proof of ownership of the recording

6.4 A&R Review

ARTYFILE reserves the right to review submitted music and to reject submissions. Selection is based on criteria of quality and originality.

6.5 Rights Retention

Artists retain full control over master and publishing rights. Transfer of NFT shares to third parties (e.g., fans, investors, band members) is permitted.

§7 NFT & Blockchain Terms

7.1 Technical Foundations

• Blockchain: Ethereum (the most widely adopted and secure smart contract platform)
• Token Standard: ERC-1155 (Non-Fungible Token Standard)
• Immutability: All transactions are permanently and tamper-proof recorded on the blockchain

7.2 NFT Delivery

• Delivery Time: Music NFTs are transferred to the specified wallet address within 24 hours of purchase completion
• Proof of Ownership: The blockchain serves as immutable proof of ownership

7.3 Transfer and Trading

ARTYFILE Limited Edition NFTs may be:

• Transferred peer-to-peer (wallet-to-wallet)
• Listed and traded on NFT marketplaces such as OpenSea or Rarible
• Gifted

Upon transfer, all rights associated with the NFT (revenue participation, licence rights) pass to the new owner.

7.4 Risks

7.5 No Investment Advice

The acquisition of Music NFTs does not constitute investment advice. ARTYFILE makes no representations regarding future value appreciation.

§8 Usage Rights & License Scope

8.1 Permitted Uses

Unless otherwise stated in the product description (e.g., for restricted rights or share acquisition only), the ARTYFILE Basic or Limited Edition licence grants the right to use the Recording as follows:

Digital Media:

• YouTube videos and channels
• Social media (Instagram, TikTok, Facebook, LinkedIn, etc.)
• Websites and online streaming
• Podcasts and audio content
• Vlogs and personal videos
• Presentations and slideshows

Professional Productions:

• Advertising films and commercials
• Corporate videos and brand films
• Documentary films
• Feature films and short films
• Television productions
• Radio productions
• Video games
• Animation films

Events and Trade Shows:

• Trade fair appearances and exhibitions
• Corporate events
• Product presentations

8.2 Territory and Duration

• Territory: Worldwide
• Duration: Perpetual (in perpetuity)
• Media: All known and future media formats

8.3 Use for Client Projects

The licence permits use of the Recording in projects for clients or employers. The licensee remains responsible for compliance with these Terms.

8.4 Cue Sheets for TV and Radio

For broadcasts on TV and radio, cue sheets must be submitted to the relevant collecting societies. ARTYFILE will provide all required information upon request.

§9 Usage Restrictions

9.1 Prohibited Uses

The licensed Recordings and granted rights may not be:

• Sold, transferred, sublicensed, shared or assigned (except through NFT transfer for Limited Edition)
• Made available as a standalone audio file for download
• Incorporated into competing music libraries or stock music platforms, AI platforms
• Distributed as part of a music compilation or library
• Presented as one's own work or composition
• Modified in a manner that violates artistic integrity

9.2 Content ID Prohibition

9.3 Public Performance Rights

The licences do not include public performance rights (performing rights). For live performances, public playback in venues, hotels, shops, etc., separate agreements with the relevant collecting societies (e.g., GEMA, AKM, SUISA, PRS, ASCAP, BMI) are required.

9.4 Prohibited Content

Use in projects containing the following content is prohibited:

• Pornographic or sexually explicit content
• Content that incites hatred, violence or discrimination
• Illegal activities
• Political campaign advertising without prior written consent

9.5 Special Provisions for Artificial Intelligence (AI) and Data Mining

To protect the artistic integrity and economic interests of the participating creators and performers (such as the London Symphony Orchestra or Abbey Road Studios), the following additional restrictions apply to the use of the Recordings in connection with artificial intelligence:

• Prohibition of AI Training (Machine Learning): It is expressly prohibited to use the licensed Recordings—or parts thereof—as training data for the development, optimisation or operation of artificial intelligence algorithms, particularly generative AI models for the creation of music, voices or sounds.
• Exclusion of Text and Data Mining (TDM): ARTYFILE expressly reserves all rights to the use of the content for text and data mining pursuant to Art. 4(3) of Directive (EU) 2019/790 (DSM Directive). Use of the Recordings for automated analyses for the purpose of extracting information about patterns, trends or correlations is prohibited without a separate written agreement.
• Prohibition of AI-Generated Derivative Works (Sound-Alikes): The creation of works that emulate the specific sound, instrumentation or characteristic features of a Recording through AI-based emulation ("sound-alikes") is prohibited where this serves to substitute the original Recording or replicate the identity of the artists (e.g., voice cloning).
• Protection of Technical Metadata: It is prohibited to remove or alter technical identifiers, metadata or digital watermarks that serve to identify the Recording as a human work or to ensure rights attribution on the blockchain.

§10 YouTube Content ID & Monetisation

10.1 ARTYFILE's Monetisation Model

ARTYFILE pursues an innovative approach to YouTube monetisation that differs from the traditional model:

With ARTYFILE Basic:

• Copyright Status: Fully cleared – no strikes or takedowns
• Direct Channel Monetisation: Disabled. Advertising revenue is claimed by ARTYFILE via Content ID
• Revenue Sharing: None – the user receives usage rights but no advertising revenue

With ARTYFILE Limited Edition:

• Copyright Status: Fully cleared – no strikes or takedowns
• Direct Channel Monetisation: Disabled on the user's channel
• Global Revenue Pool: The user earns passively through the ARTYFILE YouTube Monetisation Pool, which distributes worldwide Content ID revenue for the respective track to all Limited Edition holders

10.2 Benefits of the Model

Instead of benefiting from only a single video, Limited Edition holders receive a share of all videos worldwide that use the same track. This transforms a simple music licence into a dynamic, revenue-generating asset.

10.3 Content ID Claims

Videos using ARTYFILE music may receive Content ID claims. These are not strikes and do not affect the status of the YouTube channel. The claim simply means that advertising revenue flows to ARTYFILE and the rights holders.

§11 Collecting Societies & PROs

11.1 Registration

ARTYFILE music is registered worldwide with GEMA and all other relevant collecting societies (for worldwide monitoring of public performances).

11.2 Rights Administration

• Sync Rights and Master Rights: Administered directly by ARTYFILE, independent of GEMA
• Performing Rights: Administered through GEMA or the relevant local collecting society

11.3 PRO-Free Usage

11.4 Professional Composers

The composers of ARTYFILE music are deliberate members of GEMA and other collecting societies. Blockchain technology guarantees transparent and tamper-proof rights management.

§12 Payouts & Remuneration

12.1 Payout Period

Revenue from streaming income and sync licences is paid out quarterly.

12.2 Minimum Payout Threshold

12.3 Statement Details

With each payout, entitled parties receive a detailed statement containing:

• Number of streams per platform
• Sync licence revenue
• YouTube Content ID revenue
• Breakdown by track

Statements are available in the ARTYFILE customer account.

12.4 Payment Methods

Payouts are made by bank transfer to the account registered in the customer account. The Customer is responsible for the accuracy and currency of their account details.

12.5 Taxes

Payouts are made as gross amounts. The recipient is solely responsible for taxation in accordance with the tax laws applicable to them. ARTYFILE will provide confirmations for tax purposes upon request.

§13 Ownership & Copyright

13.1 ARTYFILE's Ownership Rights

ARTYFILE retains full ownership of all rights, title and interest in and to the Recordings, including:

• Copyright (remains with the creators)
• Master rights
• Trademark rights
• All exploitation rights

13.2 Limitation for Limited Edition

The ownership shares in the master rights acquired with ARTYFILE Limited Edition exclusively grant:

• The right to pro-rata participation in streaming revenue
• The right to pro-rata participation in third-party sync revenue

Not granted are:

• Co-determination or decision-making rights regarding the use of the Recording
• Rights to administer the Recording
• Exclusive rights – ARTYFILE reserves the right to license the Recording to third parties at its own discretion

13.3 Non-Exclusivity

All licences granted are non-exclusive. ARTYFILE may license the same Recording to any number of additional licensees.

13.4 Credits

Attribution (credit) is appreciated but not mandatory. Recommended wording:

"Music: [Title] by [Composer] – licensed through ARTYFILE (artyfile.com)"

§14 Custom Music Service

14.1 Description

ARTYFILE offers bespoke music productions through its network of worldwide composers and producers.

14.2 Enquiry and Quotation

Custom Music projects are individually quoted. The process includes:

1. Project description by the Customer via the contact form
2. Preparation of an individual quotation by ARTYFILE
3. Order placement upon acceptance of quotation
4. Production and delivery

14.3 Scope of Rights for Custom Music

The scope of rights is defined in the individual quotation and may include the following options:

• Non-exclusive usage rights
• Exclusive usage rights
• Buyout (complete transfer of rights)

14.4 Payment Terms

Unless otherwise agreed, the following payment terms apply:

• 50% upon order placement
• 50% upon delivery of the final master

§15 Pricing & Payment

15.1 Price Information

All prices stated on the ARTYFILE website are:

• In Euros (€), US Dollars ($) or British Pounds (£)
• Plus the applicable statutory value added tax (where applicable)

15.2 Current Standard Prices

ARTYFILE reserves the right to adjust prices at any time. For purchases already completed, the price displayed at the time of purchase applies.

15.3 Payment Methods

ARTYFILE accepts the following payment methods:

• Credit card (Visa, Mastercard, American Express)
• PayPal
• SEPA Direct Debit (for EUR)
• Stripe-supported payment methods

Note: Purchase of products with cryptocurrencies is currently not possible.

15.4 Due Date

The purchase price is due immediately upon placing the order. Download or service provision occurs upon receipt of payment.

15.5 Taxes and Duties

All applicable taxes, duties and other charges are to be borne by the Customer and will—where applicable—be charged in addition to the stated price.

§16 Right of Withdrawal

16.1 Withdrawal Information for Consumers

Consumers generally have a 14-day right of withdrawal in accordance with the provisions of distance selling law.

16.2 Exclusion of Right of Withdrawal for Digital Content

16.3 Right of Withdrawal for ARTYFILE Stream

The ARTYFILE Stream subscription may be cancelled at any time effective at the end of the current billing period. There is no right to a pro-rata refund for billing periods already commenced.

16.4 Model Withdrawal Form

If you wish to withdraw from the contract (provided the right of withdrawal has not been excluded), please complete this form and return it to:

Artyfile LTD (ARTYFILE)
Email: support@artyfile.com

"I hereby give notice that I withdraw from my contract for the purchase of the following goods / the provision of the following service:
- Ordered on / received on:
- Name of consumer:
- Address of consumer:
- Date and signature (only if notification is on paper)"

§17 Warranty & Liability

17.1 Warranty

ARTYFILE warrants that:

• The Recordings offered are provided in the quality described
• ARTYFILE is authorised to grant the corresponding licences
• The NFTs acquired are properly minted and transferred on the Ethereum blockchain

17.2 Limitation of Liability

ARTYFILE's liability is limited as follows:

• In cases of intent and gross negligence: Full liability
• In cases of slight negligence: Liability only for breach of material contractual obligations (cardinal duties), limited to foreseeable, contract-typical damage
• Maximum Liability Amount: The licence fee paid by the Customer for the relevant product

17.3 Exclusion of Liability

ARTYFILE shall not be liable for:

• Damage caused by improper use of the Recordings by the Customer
• Loss of NFTs due to loss of private keys or incorrectly entered wallet addresses
• Value fluctuations of NFTs
• Interruptions to the Ethereum blockchain or third-party services
• Loss of profit, except in cases of intent

17.4 Indemnification

The Customer shall indemnify ARTYFILE against all third-party claims arising from the Customer's use of the Recordings in breach of contract.

17.5 Availability

ARTYFILE endeavours to keep all Recordings permanently available but reserves the right to discontinue licensing of individual Recordings without prior notice. Existing licences remain unaffected.

§18 Data Protection

18.1 Data Controller

The party responsible for data processing is:

Artyfile LTD (ARTYFILE)
London, United Kingdom
Email: support@artyfile.com

18.2 GDPR Compliance

ARTYFILE processes personal data in accordance with the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018, and the European General Data Protection Regulation (EU GDPR).

18.3 Purpose of Data Processing

Personal data is collected and processed for:

• Contract performance and order processing
• Creation and management of customer accounts
• Payment of revenue to rights holders
• Customer support
• Legal obligations (e.g., accounting)
• Marketing (only with consent)

18.4 Blockchain Notice

18.5 Data Subject Rights

You have the right to:

• Access your stored data
• Rectification of inaccurate data
• Erasure of your data (subject to the conditions of the GDPR)
• Restriction of processing
• Data portability
• Object to processing
• Lodge a complaint with a supervisory authority

18.6 Reference to Privacy Policy

For detailed information, please refer to our Privacy Policy.

§19 Amendments to Terms

19.1 Right to Amend

ARTYFILE reserves the right to amend these Terms at any time, in particular in the event of:

• Changes in legislation
• Changes to business practices
• Introduction of new products or services
• Technological developments

19.2 Notification

Material changes will be notified to Customers at least 30 days before coming into effect via email or through the customer account.

19.3 Right to Object

Customers may object within 30 days of notification. Without objection, the amended Terms are deemed accepted. In the event of objection, ARTYFILE reserves the right to terminate the contractual relationship.

19.4 Protection of Existing Licences

Licences and NFTs already acquired remain unaffected by changes to the Terms. The licence conditions in effect at the time of purchase continue to apply.

§20 Final Provisions

20.1 Governing Law

This Agreement shall be governed by the laws of England and Wales, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

20.2 Jurisdiction

The courts of England and Wales shall have exclusive jurisdiction for all disputes arising out of or in connection with this Agreement. For consumers, this jurisdiction only applies if the consumer is resident in England and Wales.

20.3 Alternative Dispute Resolution

The European Commission provides a platform for online dispute resolution (ODR): https://ec.europa.eu/consumers/odr

ARTYFILE is neither obliged nor willing to participate in dispute resolution proceedings before a consumer arbitration body.

20.4 Severability Clause

Should any provision of these Terms be or become invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by a valid provision that most closely reflects the economic purpose of the invalid provision.

20.5 Written Form

Amendments and additions to these Terms require written form. This also applies to the waiver of the written form requirement. Email fulfils the written form requirement.

20.6 Waiver

A waiver of any right or condition of this Agreement by ARTYFILE is only effective if made in writing. Such waiver does not constitute a waiver of any other rights.

20.7 Entire Agreement

These Terms and the product descriptions published on the ARTYFILE website constitute the entire agreement between the parties and supersede all prior oral or written understandings.

20.8 Contact

For questions regarding these Terms, please contact:

Artyfile LTD (ARTYFILE)
Website: artyfile.com
Contact: artyfile.com/support/contact-us/
Email: support@artyfile.com