Terms and Conditions
Last updated on February 26, 2024
1. Scope of the Upsound Service
1.1 The Upsound Platform is an online digital marketplace
The Upsound Platform (hereinafter referred to as "Upsound") is an online digital platform that enables registered Users and specific third parties offering services (Users and third parties offering services are referred to as "Sellers") to share and publish their services and/or recording studios for rent on Upsound, and to communicate and transact directly with users seeking these services and/or recording studios. Users looking for services and/or recording studios are referred to as "Buyers". Users thus encompass both Buyers and Sellers.
Upsound enables you and others to connect with other users if you wish to provide or receive various music-related services and products. This includes, for example, composition, recording, editing, mixing, production, and songwriting, as well as other related services. As a Seller, you can sell these services via Upsound according to your own terms or agreements made with buyers on the platform, as long as these terms or agreements do not violate Upsounds’ terms and conditions. Users may utilize Upsound to find other Users, negotiate terms for the sale of the music services facilitated by the platform, and enter into agreements accordingly.
1.2 Upsound does not own or claim any rights to the services sold through the platform
Upsound creates an environment where users can meet, either online or physically, to develop music and have the right to promote user content, as later described. However, Upsound does not claim ownership or entitlement to the services sold via the platform. This means that Upsound, for instance, may not resell services that Sellers themselves post on Upsound unless otherwise agreed. Sellers alone are responsible for the offers and services they post on the platform. Upsound reserves the right to remove content that is contrary to Upsound's values and general terms, including illegal content. When users of the site accept an agreement, and the Buyer has paid for this agreement, they enter into a legally binding agreement directly with each other. Upsound cannot be considered a party or active participant in any contractual relationships between Users unless explicitly agreed otherwise.
1.3 Upsound reserves the right to highlight certain sellers based on specific parameters
Upsound may, if necessary, assist in resolving any disputes between Users. However, Upsound does not guarantee (i) the existence, quality, safety, suitability, or legality of any services from the Seller, (ii) the truth or accuracy of descriptions, reviews, ratings, and/or other User Content that Upsound has not explicitly endorsed, or (iii) the performance or behavior of any User or third party. Upsound is, by default, impartial but reserves the right to highlight specific Sellers based on specific parameters that can vary from time to time. It is possible, among other things, to earn digital diplomas for the achievements users attain on Upsound. When a User is referred to as "Pro" on the platform, it signifies that the user is paying the applicable subscription fee for that type of User. Regardless of the type of User, you should always exercise caution when deciding whether to collaborate with another User, whether you are a Buyer or Seller.
1.4 You are not employed by or an agent of Upsound
If you, as a Seller, choose to use the Upsound platform, you are a user of our services. Thus, you are not employed by or an agent of Upsound, and you do not represent or act on behalf of Upsound unless otherwise agreed. You act on your own behalf and for your own benefit. Upsound succeeds when users succeed by using the platform and entering into agreements and contracts via the platform. The same applies to your pricing of your services as a Seller. Upsound does not interfere with that.
1.5 Upsound may promote user-generated content on other websites, applications, in emails, and in online as well as offline Upsound marketing
To promote the Upsound platform and increase the exposure of your profile and services, Upsound may promote user-generated content on other websites, applications, in emails, and in online as well as offline Upsound marketing. However, this can only be done with your written consent. Nevertheless, we reserve the right to display your public profile, including but not limited to profile picture, prices, name, services, category, and description/tagline, to promote Upsound.
1.6 The Upsound platform may contain links to third-party websites (referred to in this section as "External Sites")
The Upsound platform may contain links to third-party websites (referred to as "External Sites" in this section). These links are solely intended as a convenience for you as a user and should not be construed as Upsound specifically endorsing the content on these external sites, which are developed and designed by others. Therefore, we are not responsible for the content of these sites, but we will remove links if we find that the content challenges or contradicts Upsound's values. You should always take precautions when downloading files from websites to protect your computer from viruses and other destructive programs. If you decide to access links to External Sites, you do so at your own risk.
Upsound in no way represents: (i) advertisements or any other material from third parties posted on Upsound or on any of our social media; or (ii) products or services offered by our advertisers. Any transaction or interaction you have with advertisers, advertisements, or third parties, or materials from third parties while using the Upsound platform, is between you and the advertiser or third party, and you agree that Upsound is not responsible for any losses or claims you may have against such parties.
1.7 Upsound is not responsible for interruption or other disruption of the internet and telecommunications infrastructure beyond Upsound's control, which may lead to disruption in the availability of the Upsound platform
Upsound is not responsible for interruption or other disruption of the internet and telecommunications infrastructure beyond Upsound's control, which may lead to disruption in the availability of the Upsound platform. Upsound invests in providing a good user experience on the platform but cannot guarantee against IT-related disruptions. Upsound cannot guarantee that User Content posted is free from viruses and cannot be held responsible for this, or for any other content that has harmful, hostile, and/or destructive functions of any kind for Users and the platform in general.
1.8 We are not responsible for accidents, injuries, consequential damages, or otherwise
In connection with any warranty and contract associated with the Upsound platform, or applicable Danish law, we are not liable for incidental/accidental damages or consequential damages, lost profits, or damages resulting from lost data or business disruptions that interfere with the use or prevent access to using the Upsound platform or Collective Content, even if we have been informed of the possibility of such damages occurring.
2. Eligibility, Use of the Upsound Platform, and User Control
2.1 You must be at least 18 years old to use Upsound
To access and use the Upsound platform or to register as a Upsound user, you must be at least 18 years old and be able to enter into legally binding contracts.
2.2 Upsound may restrict access to and use of the Upsound platform
Upsound may make access to and use of the platform, or parts thereof, subject to certain conditions or requirements. These requirements or conditions may include, for example, completing a verification process, meeting specific quality or qualification criteria, fulfilling certain requirements for ratings and reviews, or a User's booking and cancellation history.
2.3 It can be difficult to perform precise user verification on the internet, and we cannot assume responsibility for ensuring that user identities are always accurate
Upsound reserves the right, but is not obligated, to (i) request a user to provide some form of identification or other information or perform further checks to verify the identity of a user or the user's background, (ii) screen Users through third-party databases or other sources and request reports from service providers, and (iii) where we have sufficient information to identify a user, obtain reports from public records of criminal offenses or sexual offense registrations or a similar version of background checks. It may be challenging to conduct precise user verification on the internet, and we cannot assume responsibility for user identities always being accurate. If there is reasonable uncertainty about a user's identity that cannot be resolved relatively quickly, the user will lose access to the platform.
2.4 Access to and use of certain parts or features of the Upsound platform may be subject to certain requirements
Access to and use of certain parts or features of the Upsound platform may be subject to specific requirements, standards, or guidelines, or may require you to accept additional specific service terms, which may differ from the general service terms. In the latter case, the specific service terms will take precedence regarding your access to or use of this specific area or feature.
3. Ændringer af Vilkår og Betingelser
3.1 Changes to Terms and Conditions
Upsound reserves the right to amend general or specific terms at any time in accordance with this provision. If we make changes to these terms, we will publish the revised terms on the Upsound platform and update the "last updated" date in these terms. We will also notify you of these changes via email before they take effect. If you disagree with the revised terms, you may contact us about it or ultimately terminate your agreement with Upsound with immediate effect. We will inform you of your right to terminate your agreement in the notification email.
4. User Registration
4.1 You must create an account to access and use certain features on the Upsound platform
You must create a user account to access and use certain features on the Upsound platform, such as contacting other users or posting a task. If you register a user account on behalf of a company, organization, or other entity, you represent that you have the authority and authorization to connect this entity with the platform.
4.2 Log in with email, password, or Facebook and Google
You can register a Upsound user by using an email address and creating a password or through your account with certain third-party social media platforms, such as Facebook or Google.
4.3 You must provide accurate, updated, and complete information during the registration process
You must provide accurate, up-to-date, and complete information during the registration process and keep your Upsound user and profile page updated at any given time.
4.4 You may only have one user
You may not register more than 1 User with Upsound unless approved by Upsound. You may not assign or otherwise transfer your Upsound User to others.
4.5 You are responsible for activities conducted through your Upsound User and for maintaining the confidentiality and security of your Upsound user credentials
You are responsible for activities conducted through your Upsound User and for maintaining the confidentiality and security of your Upsound User credentials. You should ensure that your credentials are kept confidential. You must immediately notify Upsound if you know or have reason to suspect that your credentials have been lost, stolen, misused, or otherwise compromised. The same applies if you detect or suspect unauthorized use of your Upsound User. In these cases, Upsound may assess that your user should be deleted.
5. Guidelines for the Upsound Community
5.1 You are responsible for complying with all laws, rules, regulations, and tax obligations that may apply to your use of the Upsound platform
The Upsound Community, like any other community, operates best when its Users adhere to some common rules and guidelines. You are responsible for complying with all laws, rules, regulations, and tax obligations that may apply to your use of the Upsound platform. Additionally, any transaction or trade initiated and/or facilitated through the Upsound platform must be paid through the Upsound platform. In connection with your use of the Upsound platform, you shall not, either by yourself or by assisting/enabling others to:
- Upload, post, email, transmit, or otherwise make available Seller's services, etc. to others (also referred to as Seller Content, i.e., content produced by the Seller), which:
- Infringes any copyright, trademark, publicity right, or other proprietary rights belonging to any person or entity;
- Is defamatory, libelous, indecent, pornographic, sexually explicit, invades others' privacy, promotes violence, or contains hate speech (e.g., speech that attacks or demeans a group based on race, ethnicity, national origin, religion, gender, gender identity, physical or mental disability, health condition, marital status, age, or sexual orientation, or otherwise engages in violent, harmful, or disruptive behavior);
- Reveals sensitive private information about other individuals, such as email addresses, postal addresses, phone numbers, credit card information, or similar information.
- access or use the Upsound platform to conduct any form of market research for competing companies or other competitive purposes;
- attempt to use the Upsound platform or any of the resources provided by the Upsound platform to continue transactions and deals outside of the Upsound platform;
- provide false or misleading information on your profile or on the Upsound platform in general;
- impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
- disrupt or attempt to disrupt the proper use of the Upsound platform, for example, by implementing viruses, devices, information collection, or transmission mechanisms, software or routines, or attempting to access any forms of content, such as data, files, or passwords related to the Upsound platform through hacking, or code and data mining or in any other way;
- decompile, copy, recreate, or otherwise reverse engineer the software or any other products or processes that you have access to through the Upsound platform;
- cover, obscure, block, or otherwise interfere with advertisements and/or security features on the Upsound platform;
- bypass, remove, alter, disable, dismantle, or circumvent any form of content protection on the Upsound platform;
- use any robot, spider, scraper, or other automated tools that can be used to access the Upsound platform for any reason without our explicit written permission;
- engage in any actions that impose or may impose (at Upsound's sole discretion) an unreasonable or disproportionately large burden on our technical infrastructure;
- share your personal contact information on the Upsound platform (other than what we specifically request). This type of personal contact information includes, but is not limited to, your email address, phone number, profiles on social media, and other websites or methods that can identify you outside of the Upsound platform;
- use the Upsound platform or Collective Content for any commercial or other purpose not expressly permitted in accordance with these terms or in a manner that improperly suggests Upsound's approval, partnership, or otherwise misleads others regarding your affiliation with Upsound;
- use the Upsound platform in connection with the distribution of unsolicited commercial messages ("spam");
- book a service from a Seller if you do not intend to use the service yourself, unless expressly permitted otherwise by Upsound;
- contact another user for any purpose other than to ask a question related to your own booking, services, or the user's use of the Upsound platform, including, but not limited to, recruiting or otherwise requesting a user to use third-party services, applications, or websites without our prior written approval;
- harm the Upsound brand, including unauthorized use of Collective Content, registration and/or use of Upsound or derivative terms in domain names, trade names, trademarks, or other identifiers, or registration and/or use of domain names, trade names, trademarks, or other identifiers that closely mimic or resemble confusingly Upsound domains, trademarks, taglines, advertising campaigns, or Collective Content;
- use automated processes (such as all types of web crawlers) to access, collect data, or otherwise interact with the Upsound platform;
- avoid, remove, disable, impair, decode, or otherwise attempt to circumvent any technological measure implemented by Upsound or by a third party to protect the Upsound platform;
- attempt to decipher, decompile, disassemble, or reverse engineer any software used in connection with the Upsound platform;
- engage in actions that may harm or negatively impact the performance or proper functioning of the Upsound platform;
- violate or infringe upon the rights of others or otherwise harm anyone.
We also emphasize that users should conduct themselves professionally and respectfully when communicating with other users.
5.2 You acknowledge that Upsound has the right to review, disable access to, or edit User Content
You acknowledge that Upsound has the right to review, disable access to, or edit User Content, in order to (i) ensure and improve security on the Upsound platform (including, without limitation, fraud prevention, risk assessment, investigation, and customer support); (ii) ensure users' compliance with these terms; (iii) comply with applicable law or orders/requests from a court, law enforcement, or other administrative agency or government entity; (iv) respond to User Content that Upsound believes is harmful or offensive; or (v) as otherwise specified in these terms. Users agree to cooperate with and assist Upsound in good faith and provide Upsound with such relevant information and take such actions as Upsound may reasonably request with respect to any investigation conducted by Upsound or a representative of Upsound regarding the use or misuse of the Upsound platform.
5.3 If anyone acts inappropriately
If you believe that a user you interact with is acting or has acted inappropriately, including but not limited to anyone who (i) exhibits offensive, violent, or sexually inappropriate behavior, or (ii) engages in any other disturbing behavior, you must immediately report such person to the relevant authorities and then to Upsound, and connect us with the police. You agree that any police report you file does not obligate Upsound to take any action beyond what is required by law, but that we always intend to act as appropriately as possible to ensure the safety of all users.
6. Content
6.1 Upsound may make it possible to
Upsound may enable Users to (i) create, upload, post, send, receive, or store content, such as text, images, audio, video, or other materials and information on and through the Upsound platform ("User Content"); and (ii) access and view User Content and all content that Upsound itself makes available on or through the Upsound platform, including proprietary Upsound content and any content licensed or authorized for use by or through Upsound from a third party ("Upsound Content" and collectively with User Content, "Collective Content").
6.2 You acknowledge and agree that the Upsound platform and the Upsound Content, including all associated intellectual property rights, are the exclusive property of Upsound or affiliated third parties
The Upsound platform, Upsound Content, and User Content may be wholly or partially protected by copyright, trademark, and/or other laws in the relevant country. You acknowledge and agree that the Upsound platform and Upsound Content, including all associated intellectual property rights, are the exclusive property of Upsound or its affiliated third parties. Note that this pertains only to Upsound's own content and not User Content. You shall not remove, alter, or obscure any copyright, trademark, service mark, or other proprietary notices incorporated in or accompanying the Upsound platform, Upsound Content, or User Content. All trademarks, service marks, logos, trade names, and other source identifiers of Upsound belong to Upsound. Trademarks, service marks, logos, trade names, and other proprietary designations of third parties used on or in connection with the Upsound platform, Upsound Content, and/or Collective Content are used for identification purposes only and are the property of their respective owners.
6.3 You only have control over the content you legally own
You shall not use, copy, adapt, modify, create derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast, or otherwise exploit the Upsound platform or Collective Content, except to the extent you are the legal owner of certain User Content or as expressly permitted in these terms.
6.4 You must comply with the terms of use to access Collective Content
Access to Collective Content on Upsound is conditioned on your compliance with these terms.
6.5 Upsound will never use your content for promotion unless consent is given
Unless you specifically consent, Upsound does not claim ownership of any User Content, and nothing in these terms shall be construed to limit any rights you may have to use or exploit your User Content. If Upsound uses your User Content to promote the Upsound platform on any media, you also have the right to request us to cease using it, unless we have obtained your consent to use it before.
6.6 You are solely responsible for all User Content that you make available on or through the Upsound Platform
You are solely responsible for all User Content that you make available on or through the Upsound Platform. Therefore, you represent and warrant that: (i) either you are the sole and exclusive owner of all User Content that you make available on or through the Upsound platform, or you have all rights, licenses, consents, and releases necessary to make the User Content available on the Upsound platform; and (ii) neither the User Content nor your posting, uploading, publication, submission, or transmission of the User Content, or Upsound's use of the User Content (or any part thereof, if we have consent to do so) as contemplated under these terms, will infringe, misappropriate, or violate a third party's patent, copyright, trademark, moral rights, or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
6.7 Upsound may remove or disable access to User Content that violates applicable law
Upsound may remove or disable access to User Content that violates applicable law, these terms, or Upsound's then-current policies or standards/values, or otherwise may be harmful or offensive to Upsound, its members, or third parties. If Upsound removes or disables User Content, Upsound will notify the user and state the reasons for such action, unless such notification would (i) prevent or hinder the disclosure or prevention of fraud or other illegal activities, (ii) harm the legitimate interests of other users or third parties, or (iii) violate applicable law. You may lodge a complaint about such a decision by contacting us.
6.8 Upsound respects copyright law and expects its users to do the same
Upsound respects copyright law and expects its users to do the same. If you believe that any content on the Upsound platform infringes your copyright, please notify us in accordance with our copyright policy.
7. Intellectual Property Rights
7.1 Upsound cannot and will never claim ownership of the content you own and upload to the platform
As a user on Upsound, you retain the rights to the content you own and upload to the platform. You will retain all rights in the original content. Trademarks, service marks, and logos from Upsound (Upsound Marks) used and displayed on the Upsound platform or associated social media are (whether registered or not) trademarks and service marks owned by Upsound. Other companies, products, and service names on the Upsound platform may be trademarks or services owned by others (Third-Party Marks, which together with Upsound Marks constitute "Marks").
7.2 You are aware that all content you upload to the platform is freely accessible to everyone
You are fully aware, acknowledge, and agree that once you upload User Content to the Upsound platform or our social media, it is accessible to others, and that User Content has no confidentiality to others. This also applies to any personally identifiable information you make available.
7.3 You are responsible for the material you upload to the Upsound platform
You, and not Upsound, are responsible for all User Content and Buyer Content that you upload, post, email, or otherwise share via the Upsound platform or our social media.
7.4 You retain all copyrights and other intellectual property rights to your own User Content
You retain all copyright and other intellectual property rights to your own User Content. However, you grant Upsound the right to use your name, image, category, description, products, banner, reviews, genres, prices, and tagline to advertise and promote the Upsound platform and our products and services. Nevertheless, you have the right to request us to cease using your User Content unless we have previously received written consent to use it.
7.5 About the User Content you upload
If you upload User Content to us, each upload constitutes a representation and warranty to Upsound that such User Content is your original creation or that you own the necessary rights to the content.
7.6 About use in violation of others' copyright
Upsound respects the intellectual property rights of others, and we strive to comply with all relevant laws. We review all notices we receive regarding infringement of others' copyrights and remove any content deemed to have been posted or distributed in violation of applicable law. In cases of suspected copyright infringement, you can notify us by sending an email to support@upsound.com with the subject line "Copyright Infringement."
7.7 Notify us if you believe your work has been copied on the Upsound platform
If you believe that your work has been copied on the Upsound platform in a manner that constitutes copyright infringement, you should notify us and/or relevant authorities. The notification should include (i) a description of the copyrighted work, and the specific location on the Upsound platform where the disputed work is located; (ii) a description of where the original or an authorized copy of the copyrighted work is located; (iii) your address, telephone number, and email address; (iv) a statement from you indicating that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (v) a statement from you, made under penalty of perjury, that the information you provide is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner; and (vi) an electronic or physical signature from the owner of the copyrighted work or the person authorized to act on behalf of the owner of the copyrighted work.
8. Fees and VAT
8.1 Upsound may charge fees for the use of the Upsound Platform
Upsound may charge fees to Sellers ("Commission") and/or Buyers ("Administration Fee" and "Service Fee") for the use of the Upsound Platform.
8.2 Upsound reserves the right to change Service and Payment Fees at any time and will notify members 30 days before such changes take effect
All relevant fees (including VAT, if Sellers negotiate on behalf of a VAT registered business) are displayed to the Buyer at the time of payment, and are displayed to the Seller both when the Buyer has paid for a task and when the Seller receives their payout. Upsound reserves the right to change Service and Administration fees at any given time and will notify the Users 30 days prior to such changes taking effect. These changes will only apply to transactions that occur after the changes have come into effect.
8.3 You are responsible for paying the fees charged by Upsound
You are responsible for paying the fees charged by Upsound. The Administration fee is paid to the payment system Stripe, and the Commission and Service fee are paid to Upsound. The Commission will automatically be deducted within Stripe and transferred to Upsound's Stripe account before payment is issued to the Seller. The Administration and Service fees are non-refundable unless Upsound charges an incorrect fee. All fees are paid at the same time as the Buyer's payment.
8.4 The seller is informed about the total amount including fees
The Seller is informed of the total amount including fees.
9. Subscriptions, Pro Users, and Verified Users
9.1 Pro users
Anyone can become a "Pro User." Pro Users pay a monthly fee/subscription, which will be automatically deducted from the associated account. Upsound reserves the right to change the fee at any time, and current Users will be notified of this change with a minimum of thirty (30) days' notice. Being a Pro User means that you can offer and sell your services and/or rent out your recording studio or rehearsal space through Upsound, making Sellers, not Buyers, considered Pro Users. Pro Users can choose to pay their subscription either monthly, every 3 months, every 6 months, or once annually. The longer the subscription purchased lasts, the cheaper it becomes on average per month. When you are a Pro User, Upsound does not take any cut/commission from your transactions, but there may still be fees to the Stripe payment system deducted. The fees imposed on Buyers should not be included in your transactions and are independent of you as a Seller. You can sign up as a Pro User here.
9.2 About cancellation of subscription
You can cancel your subscription at any time, and you will retain the same rights as a subscription payer for the remaining period of your subscription. Canceling a subscription does not entitle you to any refunds, but you will no longer be charged for the subscription the next time a payment would otherwise occur. Once this date has passed and you are no longer paying for the subscription, your account will be made inactive. However, you will still be able to log in to your account and view all completed and/or ongoing transactions. You can re-subscribe at any time, and your account will be reactivated. Please note that you are obligated to complete all ongoing collaborations/transactions, even if you stop paying for your subscription. If you fail to fulfill this obligation, Upsound reserves the right to reclaim any amounts paid out, so the Buyer/Buyers can be refunded their money.
9.3 Everyone can become verified
All users can also obtain a Verified badge, which is a green checkmark. This means that the user has been verified via a mobile number to reduce the likelihood of fake users.
10. Specific Terms for Sellers
10.1 You are responsible for setting your price
You are responsible for setting a price for your service, possibly after discussion with the Buyer. Before a project can commence, the buyer must pay the agreed price for the project. Thereafter, the money will be held by our affiliated payment service, Stripe, until the project is completed.
10.2 Your individual terms must not conflict with Upsound's terms
Any terms included in your service, especially concerning canceled agreements, must not conflict with these terms or the relevant cancellation policy for your service.
10.3 The content you upload to your profile must be accurate
Images, audio, video, and text used in the description of your products, services, and offerings must provide an accurate representation of the services you intend to sell.
10.4 Placement and ranking in search results depend on several different factors
The placement and ranking of Sellers and services in search results on the Upsound platform may vary and depend on a variety of factors, such as preferences, Seller requirements, price, availability, customer service, cancellation history, and reviews and ratings.
10.5 Agreements reached in the negotiation flow are legally binding
When you accept and approve a request for collaboration, you enter into a legally binding agreement with the Buyer and are obligated to deliver the service as described in your agreement at the time it was entered into. You also agree to pay the applicable Commission if one is part of the agreement, and acknowledge that you are responsible for paying any applicable taxes and VAT.
10.6 Payouts are made on the last banking day of the month
Payouts related to work facilitated through the Upsound platform will occur on the last banking day of the month. Please note that the funds may not necessarily appear in your account on the same day.
11. Specific Terms for Buyers
11.1 Applicable terms for all purchase agreements
11.1.1 As a Buyer on Upsound, you can request a collaboration with a Seller available on the Upsound platform. The administration fee is 1.4% if the buyer pays with a payment card issued in the EU, and 2.9% if the payment card is issued outside the EU, of the total amount of the collaboration cost, and will be presented when you pay to initiate the collaboration.
11.1.2 Once both parties have accepted the initiation of a collaboration and the Buyer has paid through Stripe, a legally binding agreement is formed between the Buyer and the Seller. This agreement may be subject to any additional terms applicable to the Seller, including, in particular, the applicable cancellation policy and any rules and restrictions specified in the service. Stripe holds the entire payment, including fees, at the time of booking confirmation and until the collaboration is completed.
12. General Trading Conditions
12.1 You may not engage with customers you have acquired through the platform outside of the platform
After a project has been initiated on the platform, it is not permitted to negotiate and carry out a transaction associated with the project outside of the Upsound platform. You agree not to enter into an agreement with or contact any other user, whether Buyer or Seller, whom you have found on the platform, while you are a registered user on the platform, outside of the Upsound platform, for the purpose of conducting a commercial collaboration. In the event of a breach of these terms, Upsound reserves the right to terminate your agreement with Upsound and delete your user account with immediate effect. It will then not be allowed to create a new User without Upsounds’ written consent and permission.
12.2 If the buyer fails to pay what is owed, we reserve the right to delete the user
If a Buyer fails to pay what is due under a valid agreement with a Seller, Upsound reserves the right to delete the Buyer's Upsound User, to stop processing future payments, and any ongoing transactions will be halted. Without limiting the right to pursue other remedies, the Buyer shall reimburse Upsound upon request, plus any applicable administrative fees, general fees, or penalties, plus interest at a rate of at least one and a half percent (1.5%) per month or the maximum allowed by law, plus attorney fees and other collection costs permitted by law. At its discretion, Upsound may offset overdue amounts against other amounts received from or withheld by the recipient, report to credit reporting agencies and law enforcement authorities, and cooperate with them in any subsequent investigation or prosecution. As a Seller, you acknowledge and agree that Upsound is entitled to recover all chargebacks that may be imposed on Upsound by a credit card user with funds that have been paid to you by the Buyer through the platform. A chargeback may occur at two different times. Either when a Buyer declines or reverses a charge on their credit card through the credit card issuer after they have been processed by Stripe, i.e., before the transaction is completed, or when they are on Upsound's business account and on the Seller's account, i.e., after the transaction is approved and completed.
12.2.1 Unauthorized chargebacks incur an administrative fee of 100 DKK
If an unauthorized chargeback occurs before the transaction is completed, the Seller will not receive any funds and will not be charged any commission by Upsound until the funds are returned to Stripe. You agree that Upsound may withdraw payments subject to chargeback made by a credit card user and intended for you, had the Buyer's payment gone through, i.e., you as the Seller will only receive the funds if the Buyer pays and does not initiate a chargeback at any given time. If Stripe retrieves the funds, the Seller will receive their share upon completion of the transaction. Upsound assesses a fee of 100 DKK to cover the costs associated with processing chargebacks, payable before further use of the platform.
12.2.2 Unauthorized chargebacks occurring after the completion of a transaction
If an unauthorized chargeback occurs after the transaction is completed, it is a matter between Upsound and the Buyer, and the Seller will thus retain their share without being affected by such chargeback.
12.3 In case of abuse, Upsound reserves the right to remove you from the platform
Upsound reserves the right to terminate and suspend all rights to use the Upsound platform for the user who Upsound believes abuses the chargeback process.
12.4 Upsound can withhold the funds if you have displayed questionable behavior and there is suspicion of fraud
Upsound may, at its discretion, withhold (with Stripe) all payments you receive if Upsound believes there is a high risk associated with you, your login name, or one or more of your transactions, in relation to these terms. If Upsound withholds one or more of your payments (which you are supposed to receive), we will notify you of our actions and how the issue can be resolved. If you are involved in a dispute, Upsound may withhold the funds for a temporary period to cover potential losses. If the dispute is resolved in your favor, Upsound will release the temporary hold on the funds, and you will then receive them. It is the parties to the transaction who are responsible for determining any taxes, including services and goods or VAT, owed to any tax authorities and making such payments promptly to the relevant tax authorities.
13. Trade agreements
13.1 Upsound does not take part in any transactions
Even though you as a Buyer can find information about services and Sellers through our platform, we are not a party to the transactions made by a Seller with a Buyer. Thus, we have no responsibility for the precise content of such an agreement or whether it is carried out to the Buyer's satisfaction. Similarly, we do not own the Seller's services. We recommend that in connection with any trade between Seller and Buyer, the specific agreement is put in writing, and in situations where doubts arise, you should consult your own attorney.
13.2 Additionally:
- We do not commit to verifying any user's claimed identity. You are responsible for ensuring that the identity of other users whom you contact and intend to collaborate with via the Upsound platform is accurate. However, we have various verification measures in place intended to ensure that users are who they claim to be.
- We typically do not verify the information that users submit to the Upsound platform. However, we reserve the right to investigate this information if deemed necessary.
- You acknowledge that you assume the risk associated with entering into agreements/collaborations with other users on the platform. We encourage all users to independently assess other Sellers and Buyers using the tools available on the Upsound platform, including reviewing profile pages and utilizing feedback from other users.
- We do not have ownership over Seller services and we also do not bear any responsibility for them, including issues related to, for example, insurance, etc.
14. Modifications of bookings, cancellations, and refunds
14.1 You are responsible for any changes to bookings
Sellers and Buyers are responsible for any changes to a booking made through the Upsound platform or by contacting Upsound ("booking modifications"), and agree to pay any additional fees associated with such changes.
14.2 As a buyer, you commit to purchasing the service once payment has been made
As a Buyer, you commit to purchasing a service once payment has been made. However, you may request the Seller to cancel the agreement, and it is up to the Seller to assess this request. If the cancellation is approved, you will receive a refund of the full amount, excluding any fees for the respective agreement.
14.3 If a seller cancels a confirmed booking, the buyer receives a full refund, excluding fees
If a Seller cancels a confirmed booking, the Buyer will receive a full refund for that booking, excluding any fees for the respective agreement. Upsound may possibly publish an automatic review of the collaboration between the Seller and the Buyer, indicating that the respective party has canceled the collaboration. However, this will only occur if it is deemed to be a trend and there is assessed to be a real risk of future cancellations.
14.4 If you as a seller cancel a transaction, Upsound may charge a cancellation fee
If the seller cancels an ongoing transaction without valid reason, Upsound may charge a cancellation fee from the seller's subsequent transactions. The cancellation fee may amount to up to 5% of the total amount for the canceled transaction, excluding the administrative fee. This cancellation fee will be evenly split between Upsound and the involved buyer.
14.5 Sellers can cancel a transaction under certain circumstances without paying a cancellation fee
Sellers may cancel a transaction without paying a cancellation fee if the weather poses a risk to the performance of the transaction. This could be related to transportation to a recording studio or rehearsal space, a music video shoot, outdoor concerts or events, or similar circumstances. Sellers may also cancel a transaction if other conditions prevent them from performing the service safely.
14.6 Under certain circumstances, Upsound may cancel ongoing/confirmed bookings
Under certain, highly exceptional circumstances, Upsound may decide to cancel an ongoing or confirmed booking and initiate corresponding refunds and payments. This could be relevant, for example, if cancellation is deemed necessary to avoid significant harm to Upsound, other members, or third parties, or to comply with court orders or government authorities, etc. Upsound will, of course, always provide a written explanation to the parties involved.
15. Reviews and Ratings
15.1 At Upsound, users can review and rate collaborations
Immediately after completing a collaboration, the Seller and the Buyer can leave a public review and provide a rating (from 1 to 5) of each other and of the collaboration as a whole. These reviews are divided into different categories and parameters. Reviews and ratings reflect the individual users' opinions. Reviews and ratings are not verified by Upsound for accuracy and may be incorrect or misleading, and they do not represent Upsound's stance or opinion.
15.2 Reviews and ratings must be accurate
Reviews and ratings from Buyers and Sellers must be accurate and must not contain any offensive or defamatory language. Reviews and ratings are subject to Section 5 and must comply with Upsound's Content Policy.
15.3 It is prohibited to manipulate reviews and ratings
Users are prohibited from manipulating the review and rating system in any way. For example, instructing a third party to write a positive or negative review about another user is not allowed.
15.4 Reviews and ratings may also be displayed elsewhere on the platform
Reviews and ratings are part of a user's public profile and may also be displayed elsewhere on the Upsound platform, such as in the database, along with other relevant information such as the number of bookings, number of cancellations, average response time, etc.
16. Taxes
16.1 Sellers are responsible for paying their VAT and any taxes they are subject to
Sellers are responsible for paying their VAT and any other applicable taxes. See section 12.4 for further information.
17. Termination, Suspension, and Other Measures
17.1 This agreement remains in effect until you or Upsound terminate the agreement as described in these Terms
This agreement remains in effect until you or Upsound terminates the Agreement as described in these Terms.
17.2 How to terminate this Agreement
You may terminate this Agreement at any time by sending us an email at: support@upsound.com. If you terminate your Upsound User account as a Seller, all ongoing collaborations will automatically be terminated, and your Buyers will receive a refund of their funds deposited with Upsound for the respective collaboration. If you terminate your Upsound User account as a Buyer, all ongoing collaborations will be considered completed, and both the Seller and Upsound will receive their respective shares. The administration fee is non-refundable.
17.3 Upsound can terminate and end this Agreement with thirty (30) days' notice
Without limiting our rights specified below, Upsound may terminate this Agreement at any time, with thirty (30) days' notice via the email address registered to your User.
17.4 Upsound may terminate this Agreement
Upsound may immediately, without notice, terminate this Agreement and/or cease/prevent all access to the Upsound platform if (i) you have materially breached your obligations under these Terms of Use, (ii) have violated applicable laws, regulations, or third-party rights, or (iii) if such action is necessary to protect the personal safety of Upsound staff or property, our Users, or third parties (e.g., fraudulent behavior by a User).
17.5 Upsound may take a number of measures to comply with applicable laws
Furthermore, Upsound may take a range of measures to (i) comply with applicable laws, enforce an order or demand from a court, or other administrative bodies, (ii) if you have violated these Terms of Use, applicable laws, regulations, or third-party rights, or if you have (iii) provided incorrect, fraudulent, outdated, or incomplete information during the registration of your Upsound User, during the transaction, or thereafter, (iv) if you and/or the services you offer do not meet the applicable quality and qualification criteria, (v) if you have repeatedly received poor ratings and reviews or Upsound is otherwise made aware of or has received complaints about your performance or behavior, or if you (vi) have repeatedly terminated unfinished collaborations, or been unresponsive and failed to meet deadlines without valid reason, or (vii) to protect the safety of our staff or Upsound's property. The measures that Upsound may take include, but are not limited to:
- Refusing to display services, ratings, reviews, or other User Content;
- Terminate any collaboration;
- Limit your access to or use of the Upsound platform;
- Remove any status (e.g., Pro) associated with your Upsound User, temporarily or permanently;
- Suspend your Upsound User and prevent access to the Upsound platform either temporarily or permanently.
17.6 We will do our best to address any issues that may arise
In cases that are not of a serious and/or urgent nature, you can expect to receive a warning about the measures Upsound intends to take and an opportunity to resolve the issue to our satisfaction.
17.7 If you violate the rules in a serious manner, we may refund money to the Buyer for all ongoing work
If we take any of the measures described above, we may refund any Buyers for all confirmed work that has been terminated, regardless of any existing cancellation policies. In this case, you will not be entitled to any form of compensation for canceled collaborations.
18. Responsibility
18.1 Upsound is liable under Danish law and commits with this agreement to ensure good and transparent terms for all users
Upsound is responsible according to applicable law and commits to ensuring good and transparent terms for all users with this agreement. It is crucial for us that you can trust Upsound and have confidence in the agreements and contracts made through the platform. Conversely, Upsound is not responsible for the specific content of the agreements and contracts entered into between Buyers and Sellers, beyond what is stipulated in these terms, unless otherwise agreed.
19. Feedback and Communication with Upsound
19.1 We welcome feedback
We welcome and encourage you to provide feedback, comments, and suggestions on how we can improve the Upsound platform. You can submit feedback by emailing us at support@upsound.com. If you wish to remain anonymous, Upsound will ensure this. This type of feedback may be used by us for any business purposes without any compensation unless otherwise agreed.
19.2 When you contact us
When contacting us, we encourage you not to send unnecessary confidential information.
20. Applicable Law and Jurisdiction
20.1 These terms are subject to and interpreted in accordance with Danish law
These terms are subject to and interpreted in accordance with applicable law.
21. General Provisions
21.1 These terms take precedence
The general provisions and terms constitute an agreement between Upsound and you, and supersede all prior oral or written understandings or agreements between Upsound and you regarding access to and use of the Upsound platform.
21.2 You are not employed by Upsound but a user of our services
There is no joint venture, partnership, employment, or agency relationship between you and Upsound as a result of this agreement or your use of the Upsound platform.
21.3 These terms are an agreement between Upsound and the users of Upsound
These terms are not intended to confer any rights or remedies upon any third parties other than the parties involved.
21.4 If a provision of these terms is deemed invalid
If any provision of these terms is deemed invalid or unenforceable, such provision shall not affect the validity or enforceability of the remaining provisions.
21.5 These provisions generally always apply
The provisions of these terms apply unless we acknowledge and agree otherwise in writing.
21.6 You may not assign, transfer, or delegate this agreement and your rights and obligations herein without the prior written consent of Upsound
You may not assign, transfer, or delegate this agreement and your rights and obligations hereunder without prior written consent from Upsound.
21.7 Upsound communicates electronically via email
Unless otherwise stated, any notice or other communication to Users shall be electronic and sent by Upsound via email.
21.8 Do you have any questions about these terms?
If you have any questions about these terms, please contact us via email at support@upsound.com.