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Terms of Service

Last updated Effective October 9, 2026 (version 2026-10-09.1)

Effective October 9, 2026 · Version 2026-10-09.1.

These Terms of Service ("Terms") govern access to and use of the platform operated at clearhly.com (the "Platform", "Service"), provided by Eternal Media UG (haftungsbeschränkt) ("we", "us", "the Company").

The Platform is a music clearance marketplace that allows verified rights-holder businesses ("Rights Holders") to publish listings describing music rights available for licensing, and allows signed-in licensees ("Licensees") to submit clearance requests against those listings. Rights Holders and Licensees are collectively "Users", "you".

By creating an account, publishing a listing, or submitting a clearance request, you agree to these Terms. Where you act for a business, including any Rights Holder submitting a KYB (Know Your Business) application, you agree to them on behalf of that business entity and represent that you have authority to bind it.

1. Eligibility

1.1 Rights Holders must be registered business entities and complete KYB verification before listing catalog. Licensees may be businesses or individuals and do not need to complete KYB.

1.2 By registering, you represent that: (a) you are at least 18 years old; (b) where you act for a business entity, you are duly authorized to act on its behalf and that entity is validly formed and in good standing under the laws of its jurisdiction of incorporation; and (c) all information provided during registration and, where applicable, KYB verification is true, accurate, and current.

1.3 We may decline a registration or KYB application, for example where KYB verification cannot be completed or the information provided cannot be verified. Any restriction, suspension or termination of an existing account follows the moderation rules in Section 24 and Section 17, including a statement of reasons, the notice periods set out there and access to our internal complaint route.

2. Nature of the Service: What We Are and Are Not

2.1 The Platform is an introduction and listing service only. We provide tools for Rights Holders to describe rights they claim to control and for Licensees to submit clearance requests and negotiate terms. We are not a party to, the licensor under, or a guarantor of any license, synchronization agreement, sample clearance, publishing split, or other transaction formed between Users ("User Transaction"). Clearhly acts as the Rights Holder's authorized payment collector and authorized recipient of withdrawal declarations. Payment to Clearhly discharges the Licensee's payment obligation to the Rights Holder.

2.2 We do not draft, review, approve, or enforce any license agreement between Users. We provide the signing tool and generate the license document from the terms the parties themselves agreed, but any contract formed as a result of a User Transaction is solely between the Rights Holder and the Licensee, and enforcement of it is a matter between them.

2.3 Payments are processed by Stripe. The license fee is collected through Clearhly's Stripe account, held for 14 days after payment is confirmed, then transferred to the rights holder's Stripe account minus Clearhly's success fee. This applies where a clearance carries an upfront cash component. This is described in full in Section 8 (Fees, Payments and Settlement). We do not administer royalties, ongoing revenue-share accounting, or collecting-society income; those remain entirely between the Users.

2.4 KYB verification confirms that a business entity exists and that its representative is who they claim to be, and records the entity's attestation that it controls the rights it lists. KYB verification is not a title search, chain-of-rights opinion, copyright registration check, or legal determination of ownership. We do not independently verify that a listed work is owned or controlled by the posting Rights Holder.

3. Account Registration and KYB Verification

3.1 To publish listings, a Rights Holder business must complete our KYB process, which may require: certificate of incorporation or equivalent, beneficial ownership information, representative government-issued ID, and a signed attestation regarding rights ownership or licensing authority. Licensees can submit clearance requests with a normal signed-in account and are not subject to KYB.

3.2 We may reject, suspend, or revoke KYB approval at any time, including on suspicion of fraud, misrepresentation, or if supporting documentation cannot be verified.

3.3 You must promptly update your account and KYB information if it changes, and must notify us if you become aware that information previously submitted was inaccurate.

3.4 You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account.

3.5 Team members. A business may invite team members to its account and assign them roles. The business is responsible for the acts and omissions of its team members on the Platform as if they were its own. A team member with the role of owner or admin who accepts, counters or signs terms through the Platform does so on the business's behalf, and the business is bound by that action. The business must ensure that each team member it gives these roles is authorized to bind it, and must remove access promptly when that authority ends.

4. Rights Holder Obligations and Warranties

4.1 By publishing a listing, the Rights Holder represents and warrants that:

  • (a) it owns, controls, or is duly authorized by the rights owner(s) to license the rights described in the listing, for the usage types, territories, and duration stated;
  • (b) the listing accurately describes the work, applicable splits, encumbrances, and any third-party rights or restrictions (e.g., co-writer consents, sample clearances already required, existing exclusive licenses);
  • (c) publishing the listing and entering into a resulting license does not infringe, and will not cause the Licensee to infringe, any third party's rights;
  • (d) it will honor the material terms of any clearance it approves through the Platform, subject to a definitive signed agreement between the parties; and
  • (e) it will promptly disclose any change in rights status (e.g., a dispute, competing claim, expired term) affecting an active or pending listing; and
  • (f) it is entitled to grant each license type it offers on the listing, for every use case, territory and term stated, and none of those rights has been assigned to, or is exclusively administered by, a collecting society or other third party in a way that prevents the Rights Holder from granting it.

4.2 Moral rights. Where the license granted through the Platform includes adaptation rights, the Rights Holder additionally represents that it has obtained whatever moral-rights consent or waiver (the attribution and integrity rights of the original author(s) or performer(s)) is legally required for the licensed adaptation, to the extent such consent or waiver is capable of being given under applicable law.

4.3 The Rights Holder is solely responsible for the accuracy of ownership splits, chain-of-title, and for obtaining any co-owner, publisher, or collecting-society consents required to grant the license described.

4.4 Self-declared splits. All master (sound recording) and publishing (composition) percentages entered on a listing, and every contributor name, role, and split value, are self-declared by the Rights Holder. The Company does not perform any title search, PRO/CMO lookup, or chain-of-rights verification of those values. Any share not attributed to a named contributor is treated by the Company and by Licensees as owned or exclusively controlled by the Rights Holder for the usage types, territories, and duration stated on the listing.

4.5 Contributor consent invites. The Platform may allow a Rights Holder to send a consent invite to a co-owner or co-writer. A contributor's status ("Pending invite", "Self-declared", or "Confirmed") reflects only whether that contributor has responded to the invite. It is not a determination by the Company that the split or the underlying rights are accurate. A "Confirmed" status does not shift, waive, or reduce any of the Rights Holder's warranties or indemnities under these Terms.

4.6 Duty to update. The Rights Holder must, without undue delay, update or unpublish any listing that becomes inaccurate, including where a split changes, a contributor withdraws consent, a competing claim arises, an exclusive license is granted off-Platform, or authority to license lapses.

4.7 Breach. Publishing a listing with materially inaccurate ownership, splits, contributors, authority, or metadata, or continuing to make such a listing available after becoming aware of an inaccuracy, is a material breach of these Terms and triggers the indemnity in Section 16.

4.8 Collecting societies. Many rights in music are administered by collecting societies (for example GEMA, PRS for Music, SACEM, ASCAP or BMI), including public performance, broadcast and, in many territories, mechanical reproduction rights. The Rights Holder must not offer or grant a license for rights it has assigned or exclusively mandated to a collecting society unless that society's rules expressly permit it, and must disclose on the listing any such restriction it is aware of. A license formed through the Platform does not replace any license required from a collecting society and does not affect the remuneration rights of authors and performers administered by collecting societies.

4A. Licenses, use cases and DSP release

4A.1 A listing states the licenses the Rights Holder offers (for example master use, master sync, sync, mechanical, print or adaptation licenses), the use cases it allows (what the licensed music may be used for, for example a cover, remix, sample, film or advertising use), whether a release on digital service providers ("DSP release") is allowed, and the territory, term and exclusivity on offer.

4A.2 The scope of any license is defined solely by the terms both parties sign through the Platform. Anything not expressly granted in the signed terms is reserved by the Rights Holder.

4A.3 Where the Platform suggests licenses for a chosen use case, the suggestion is general guidance only. It is not legal advice and does not confirm that the suggested licenses are sufficient, or that no other rights (including third-party, performer or collecting-society rights) are needed. The Licensee decides which licenses to request and remains responsible for ensuring that the licenses it obtains cover its intended use.

4A.4 A DSP release permission allows the Licensee to distribute the work it creates under the license through digital service providers within the signed scope. It does not include, and the Platform does not provide, distribution services, publishing administration, collecting-society or PRO registration, or the clearing of content-identification claims (such as YouTube Content ID). The parties are responsible for registering the release, for any allow-listing with content-identification systems, and for resolving any claim raised by a distributor, platform or content-identification system. We are not responsible for such claims.

5. Licensee Obligations

5.1 Licensees agree to: (a) use the Platform only to evaluate and negotiate genuine clearance requests; (b) not use previews, metadata, or any materials provided through the Platform for any purpose other than evaluating a potential license, including not reproducing, distributing, or publicly using any work prior to executing a definitive license agreement and fulfilling its payment/attribution terms; (c) independently verify, through legal counsel where appropriate, the chain of title and scope of rights before relying on any clearance for a commercial release, broadcast, or distribution; and (d) obtain, at its own cost, every license from collecting societies or other third parties that is required for its intended use and is not granted in the signed terms, including public performance, broadcast and, where administered by a collecting society, mechanical licenses.

5.2 Any use of a work prior to a fully executed license agreement, or outside the scope of an executed agreement, is at the Licensee's sole risk.

6. Listing Content and Prohibited Conduct

6.1 Users are solely responsible for content they submit, including listing descriptions, preview audio, messages, and supporting documents ("User Content").

6.1.1 Preview audio. Rights holders may upload a short audio file so prospective licensees can evaluate the work. When the uploaded file is longer than thirty (30) seconds, the Platform will publicly stream only the thirty-second window selected by the rights holder (with a short automated volume fade in and out); when the file is thirty seconds or less, the entire uploaded file will be streamed. By uploading preview audio, the rights holder (a) represents and warrants that they own or control all rights necessary to make that clip publicly available for evaluation purposes worldwide, including any master, publishing, performance, and neighboring rights, and any consents from featured performers, producers, and co-writers; (b) grants Eternal Media UG (haftungsbeschränkt) a non-exclusive, worldwide, royalty-free license to host, transcode, cache, watermark, stream, and publicly perform the clip through the Platform for the purpose of promoting the listing and enabling licensee evaluation, for as long as the listing is active plus a reasonable takedown period; and (c) acknowledges that the selected window, together with any Platform-applied watermark, fingerprint, or fade, may be embedded in stream logs and delivered to end users' devices. Rights holders are solely responsible for ensuring the preview does not include third-party samples, uncleared features, or other content they are not authorized to distribute in short-form. Preview audio is provided strictly for evaluation and may not be downloaded, ripped, re-hosted, used as a sample, incorporated into another work, used to train or fine-tune any machine-learning model, or otherwise exploited by any Licensee or third party outside the Platform's evaluation flow. The Platform's use of a thirty-second window is a technical convenience and is not a representation that any particular use of the underlying work qualifies as fair use, de minimis, or otherwise non-infringing in any jurisdiction.

6.2 Prohibited conduct includes, without limitation:

  • listing works you do not own or control, or misrepresenting the scope of rights held;
  • uploading preview audio that infringes third-party rights beyond what is necessary for evaluation purposes;
  • circumventing KYB verification, including through shell entities or misrepresented beneficial ownership;
  • using the Platform to solicit transactions outside its intended purpose, harvest User contact data for unrelated marketing, or any use prohibited by Section 9A (Acceptable use of the Platform and its content);
  • uploading malicious files, attempting to breach Platform security, or interfering with other Users' use of the Service;
  • submitting fraudulent clearance requests or using the messaging system for harassment or unlawful solicitation.

6.3 Where we have reasonable grounds to believe that a listing or other User Content is illegal or breaches these Terms, we may remove it, restrict its visibility, or restrict, suspend or terminate the associated account. We decide proportionately, give the affected User a statement of reasons, give prior notice where Section 17 requires it (at least 30 days before terminating a business user's account, except where we must act immediately under a legal obligation or because of repeated violations), and offer our internal complaint route. The full process is described in Section 24 (Content moderation).

7. Clearance Requests and Deal Formation

7.1 Submitting a clearance request is an expression of interest, not a binding offer, and a Rights Holder's approval of a request is an indication of willingness to proceed. Where both parties then electronically sign the agreed terms through the Platform's signing flow, they do so with the intention of being legally bound by those terms, and each party confirms it is authorized to sign. The resulting agreement is between the Rights Holder and the Licensee only; we are not a party to it.

7.2 Unsigned material generated by the Platform, including approved requests, in-app messages, and price quotes, does not by itself constitute a license. The license document produced after both electronic signatures records the terms the parties agreed and signed; it is a summary of those terms, and the parties remain free to execute a fuller standalone agreement covering the same deal. Users should take their own legal advice before any use of the underlying work begins.

7.3 Except for the collection, holding and release of the upfront cash component described in Section 8, we are not responsible for verifying that a User Transaction was properly executed, that any other payment was made, or that agreed terms were honored by either party.

8. Fees, Payments and Settlement

8.1 No fees for Licensees, and no listing fees. Browsing, previewing, saving listings, submitting clearance requests, and negotiating terms are free for Licensees. Listing catalog and managing listings are free for Rights Holders. The Licensee pays only the license price it has agreed with the Rights Holder. For Licensees licensing as a business, taxes are added where they apply. For consumers the agreed price is the final price, including VAT where it applies; nothing is added.

8.2 Success fee. We charge a flat success fee to the Rights Holder for each clearance request that is approved on the Platform. The fee is a fixed amount per approved clearance, not a percentage of deal value, and is charged in the currency of the deal (euro or US dollar) using the same amounts in either currency:

  • Revenue-share-only deals (no upfront cash component): 49
  • Cash deals under 2,500: 49
  • 2,500–10,000: 199
  • 10,000–50,000: 499
  • 50,000 and above: 1,499

8.3 The applicable bracket is determined only by the upfront cash component of the approved clearance. A revenue share agreed on top of it does not change the bracket, and the fee is not recalculated later. We will notify you of any change to this schedule in accordance with Section 18.

8.4 Fees charged to Rights Holders, and license prices agreed with Licensees licensing as a business, are exclusive of applicable taxes, which are the responsibility of the paying User. License prices shown to consumers are gross prices, including VAT where it applies.

8.5 Collection and holding of license payments. Where an approved clearance includes an upfront cash component, that amount is collected from the Licensee through the Platform using Stripe, a licensed payment services provider, including Stripe Connect. Funds are held for fourteen (14) days after the payment is confirmed and are then transferred to the Rights Holder's connected Stripe account, less our success fee under Section 8.2. Payment always follows both signatures, so this hold also covers the consumer withdrawal period.

8.6 How the money moves. Payments are processed by Stripe. The license fee is collected through Clearhly's Stripe account, held for 14 days after payment is confirmed, then transferred to the rights holder's Stripe account minus Clearhly's success fee. The Rights Holder must accept Stripe's Connected Account Agreement as a condition of receiving payouts. We are not a bank or e-money institution; Stripe, a licensed payment services provider, processes every payment, transfer, refund and reversal. Your use of the payment features is additionally subject to Stripe's terms, and we are not liable for Stripe's acts, omissions, outages, account reviews, freezes, or payout timing.

8.7 Automatic deduction of our success fee. Our success fee is deducted at release as a Stripe Connect application fee from the amount transferred to the Rights Holder. It is not separately invoiced for transactions settled through the Platform. Where a deal has no upfront cash component (for example a revenue-share-only deal), the success fee is invoiced to the Rights Holder's account instead.

8.8 Stripe processing fees. Stripe's own processing and payout fees are separate from, and in addition to, our success fee. Those fees are borne by the Rights Holder and are netted from the released amount, because the Rights Holder is the recipient of the funds and the holder of the connected account through which payouts are made; this keeps the price the Licensee is quoted the price the Licensee actually pays. Currency conversion, cross-border, and payout-method charges applied by Stripe are treated the same way.

8.9 Disputes during the hold period. If either party raises a dispute through the Platform, or a card issuer or bank raises a chargeback, before the scheduled release date, the funds will not be released and the hold is extended until the dispute is resolved by agreement between the parties, by our determination that the dispute is unfounded, or by a competent court or other binding process. We may extend a hold on our own initiative where we have a reasonable, good-faith suspicion of fraud, misrepresented ownership, sanctions or AML risk, or a competing rights claim. We will notify both parties when a hold is extended and, where lawful, of the reason.

8.10 Refunds and reversals. Before release, we may instruct Stripe to refund all or part of a held payment to the Licensee where the parties agree to cancel, where the clearance is withdrawn, or where we determine on reasonable grounds that the listing was fraudulent, materially misrepresented ownership, or that the Rights Holder lacked authority to grant the license. After release, we cannot recall funds from the Rights Holder's account: a refund then requires the Rights Holder's cooperation or a chargeback or legal claim against the Rights Holder. The Rights Holder agrees to repay to the Licensee, on demand, any amount released in respect of a clearance later found to be fraudulent, unauthorized, or materially misrepresented, and agrees that we may set off such amounts against future releases to it, suspend further payouts, and recover from it any chargeback, reversal or Stripe fee we incur, in addition to the indemnity in Section 16. Our success fee is refunded to the Rights Holder only where the underlying payment is refunded in full before release. Where a payment is refunded because a consumer withdrew, Stripe's fees on that payment and refund are borne by the Rights Holder and may be set off against its future payouts; any value compensation retained under Section 21.4 is paid to the Rights Holder minus our success fee and Stripe's fees. None of these fees is charged to the consumer.

8.11 Payout eligibility. A Rights Holder can only receive released funds once it has completed Stripe Connect onboarding, including Stripe's own identity, business and bank-account verification, which is separate from and additional to our KYB process. Before its first listing goes live, a Rights Holder sets up payouts with Stripe once, which usually takes about 5 minutes; listings cannot be published or purchased until this is complete. Where a connected account is later restricted by Stripe, funds remain held until the position is resolved; if it cannot be resolved within a reasonable period, we may refund the Licensee.

8.12 Consumer right of withdrawal (EU/UK). If you qualify as a consumer under EU or UK law, which may include individuals and sole proprietors contracting outside their trade or profession, even where an account is registered in a business name, you may have a statutory right to withdraw from a distance contract within 14 days under Directive 2011/83/EU and, in Germany, § 355 BGB.

8.13 Where a right of withdrawal applies, you can exercise it within 14 days of the contract being concluded (both signatures) with the "Vertrag widerrufen / Withdraw from contract" button in your deal room or license library, by email to legal@clearhly.com, or by any other clear statement. No particular form is required. The full withdrawal information, including when the right ends early and the model withdrawal form, is on our Right of withdrawal page. Before a consumer signs a paid license we ask them to expressly request that the license takes effect before the withdrawal period ends and to confirm they understand the right is lost once the license has been fully provided, and we record both.

8.14 Mandatory consumer protections. Nothing in this Agreement excludes or limits any mandatory consumer protection rights you are entitled to under the law of your country of habitual residence. Where you are a consumer, the governing-law clause in Section 19 applies only to the extent it does not deprive you of those protections.

9. Intellectual Property in the Platform

9.1 The Platform itself, including its software, design, trademarks, and underlying technology, is owned by us or our licensors and is protected by intellectual property laws. These Terms do not grant you any right to use our trademarks, branding, or platform technology outside of ordinary use of the Service.

9.2 You retain all rights in your User Content. By submitting User Content, you grant us a non-exclusive, worldwide, royalty-free license to host, display, reproduce, and transmit that content solely as necessary to operate and promote the Platform (e.g., displaying your listing to other verified Users, using anonymized aggregate statistics in marketing).

9A. Acceptable use of the Platform and its content

9A.1 You may use the Platform only for its intended purpose: listing, finding, negotiating and licensing music rights. Unless we agree otherwise in writing, you must not:

(a) copy, scrape, crawl, harvest or systematically extract listings, rights-holder data, prices, deal terms or other content from the Platform, by automated means or manually in substantial parts, or re-use such extracts;

(b) use the Platform, its content, data obtained through it, or knowledge of its non-public features to build, train, benchmark or operate a competing marketplace, database or service;

(c) reproduce, imitate or adapt the Platform's design, user interface, page layouts, text, graphics, logos or other distinctive elements in a way that creates a likelihood of confusion with Clearhly or takes unfair advantage of its reputation;

(d) decompile, disassemble or reverse engineer the Platform's software, except to the extent the law expressly permits it despite this restriction (in particular § 69e UrhG);

(e) access the Platform through bots or interfaces other than those we provide, bypass rate limits or technical protections, or create accounts for anyone else to do any of the above.

9A.2 The listings database as a whole is protected as a database under §§ 87a et seq. UrhG and the corresponding EU database right. The Clearhly name and logo are our trademarks, and our design and texts are protected by copyright and unfair-competition law. Nothing in these Terms grants you any right to them beyond ordinary use of the Platform.

9A.3 If you breach this Section, we may suspend or terminate access in accordance with Sections 17 and 24, and we reserve all claims for injunctive relief and damages. Nothing in this Section restricts you from independently developing or operating any business, provided you do not use our content, data, software or design in breach of this Section.

10. Marketing Permission

10.1 Approved rights holders grant us a non-exclusive, revocable license to feature their listings (title, artist name, cover art, and, where the rights holder has uploaded preview audio to the Platform, up to a 30-second excerpt of that uploaded audio) in Clearhly's own marketing, including social media and paid advertising promoting the platform or that listing. This does not extend to audio played through an embedded third-party player (such as Spotify) where no such excerpt exists and no audio file has been uploaded to the Platform; in that case only the title, artist name, and cover art are covered by this permission. This permission is granted at the business level when your business is verified. The Rights Holder warrants that it holds, or is authorized to grant, the rights in any cover art it uploads or links to a listing. Where it does not hold those rights, it must tell us, and the cover art is then excluded from this marketing permission.

10.2 This permission transfers no rights in the underlying recording or composition and authorizes no other use. It is not a condition of verification, approval, or normal platform functionality.

10.3 You can switch this off at any time in Settings > Business. Doing so stops new use going forward, but does not require us to remove or take down marketing content already published before you switched it off. Where reasonably practical, we credit the artist by name.

11. No Warranty of Title; No Legal Advice

11.1 We make no representation or warranty regarding the accuracy, completeness, validity, or enforceability of any rights claimed in a listing, or the outcome of any User Transaction.

11.2 Nothing on the Platform, including template language, KYB status badges, or platform guidance, constitutes legal, tax, or financial advice. Users should engage qualified counsel before relying on any clearance for commercial use.

12. Disputes Between Users

12.1 We are not responsible for resolving disputes between Users regarding ownership, licensing terms, payment, or performance of a User Transaction.

12.2 If we receive a credible third-party claim that a listing infringes rights or misrepresents ownership, we may suspend the listing pending resolution and may request supporting documentation from the Rights Holder. We are not obligated to adjudicate the underlying dispute and may, at our discretion, remove content or restrict accounts pending resolution by the parties or a competent court.

13. Notice of Infringement / Rights Disputes

13.1 If you believe a listing infringes your copyright or misrepresents ownership of a work, submit a notice via our contact page ("Report content or a listing", copyright category), which collects each required element as a structured field, or by email to hello@clearhly.com, including: (a) identification of the work and the disputed listing; (b) a description of your rights and basis for the claim; (c) your contact information; and (d) a statement, under penalty of perjury or equivalent, that the information is accurate and that you are authorized to act.

13.2 U.S. DMCA-style notices. If you are a copyright owner or authorized to act on one's behalf and believe content on the Platform infringes a copyright under U.S. law, you may submit a notice in the form described under 17 U.S.C. § 512(c) using the process on our DMCA & Disputes page. A counter-notice process is available for Users who believe content was removed in error.

13.3 We may remove or restrict access to disputed listings pending review and may terminate accounts of Users determined to be repeat infringers.

14. Disclaimers (business users only)

This Section 14 applies only to Users acting as businesses (traders). It does not apply to consumers, whose statutory rights, including the statutory warranty for defects, remain unaffected.

14.1 THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY OF LISTINGS.

14.2 WE DO NOT WARRANT THAT ANY RIGHTS HOLDER ACTUALLY OWNS OR CONTROLS THE RIGHTS DESCRIBED IN A LISTING, THAT A USER TRANSACTION WILL BE COMPLETED, OR THAT THE PLATFORM WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE.

15. Limitation of Liability

15.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING FROM OR RELATED TO YOUR USE OF THE PLATFORM OR ANY USER TRANSACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.2 Mandatory exceptions. We are liable without limitation (a) for intent and gross negligence; (b) for injury to life, body or health; (c) under the German Product Liability Act (Produkthaftungsgesetz); and (d) where we have given a guarantee. In cases of slight negligence we are liable only for breach of an essential contractual obligation (a "cardinal obligation", Kardinalpflicht), meaning an obligation whose fulfilment makes proper performance of the contract possible in the first place and on whose fulfilment you may regularly rely, and in that case only for the typical damage that was foreseeable when the contract was concluded. Otherwise we are not liable for slight negligence.

15.3 Amount cap. Within the limits of Section 15.2, and only where liability can lawfully be capped, our total aggregate liability for slight negligence arising out of or relating to these Terms or the Platform will not exceed the greater of (a) the fees you paid us in the 12 months preceding the claim, or (b) €100 / $100. Section 15.1 likewise applies only within the limits of Section 15.2. This cap applies only to Users who are traders (Unternehmer) within the meaning of § 14 BGB; consumers are subject to the statutory rules. Nothing in these Terms limits liability that cannot be limited under applicable mandatory law.

16. Indemnification (business users only)

This Section 16 applies only to Users acting as businesses (traders), not to consumers. You agree to indemnify, defend, and hold harmless Eternal Media UG (haftungsbeschränkt), its officers, employees, and affiliates from any claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from: (a) your breach of these Terms; (b) any User Content you submit, including any claim that a listing infringes or misappropriates a third party's rights; (c) any User Transaction you enter into; or (d) your violation of any applicable law.

17. Suspension and Termination

17.1 We may restrict, suspend or terminate a Licensee account for a valid reason, including violation of these Terms, suspected fraud, or where required by law. We give a statement of reasons and access to the complaint route described in Section 24. Where the Licensee acts as a business, the notice rules in Section 17.1.1 apply to termination in the same way.

17.1.1 For Rights Holder accounts, we will provide a statement of reasons before or at the same time as any restriction or suspension of the account, and at least 30 days' advance notice together with a statement of reasons before terminating the account outright, in accordance with Regulation (EU) 2019/1150. These notice requirements do not apply where we are acting under a legal or regulatory obligation to act immediately, where we have a genuine, good-faith suspicion of fraud or a serious risk to the Platform or its users, or where the Rights Holder has repeatedly breached these Terms.

17.2 You may close your account at any time yourself, using the account deletion tool in Settings → Danger Zone, or by reaching us via our contact page if you would prefer us to action it for you. Certain data may be retained post-termination as described in our Privacy Policy for legal, audit, or dispute-defense purposes.

17.3 Sections that by their nature should survive termination survive it, including Sections 8.9 and 8.10 (disputes, refunds and reversals), 9 to 16, 17.2, 17.3, 19, 20 and 21.

18. Changes to These Terms

18.1 We may update these Terms for valid reasons, such as changes in law, new features, or security needs. Every version carries a version number and date at the top of this page.

18.2 Business users. We notify business users of any change by email and in-app notice at least 15 days before it takes effect (Regulation (EU) 2019/1150, Art. 3). You may object to or terminate your account before the change takes effect, free of charge. The notice period does not apply where a legal or regulatory obligation requires a shorter period, or where a change is needed to address an unforeseen and imminent danger relating to fraud, malware, spam or security.

18.3 Consumers. Material changes apply to consumers only if they actively accept them. When you next sign in after a change, we ask you to accept the new version; until you do, the previous version continues to apply to you, and if you do not accept, you can close your account.

19. Governing Law and Dispute Resolution

19.1 These Terms are governed by the laws of the Federal Republic of Germany, without regard to conflict-of-laws principles, excluding the UN Convention on Contracts for the International Sale of Goods.

19.2 The parties will first attempt to resolve any dispute informally by contacting us via our contact page. If the dispute remains unresolved 30 days after we receive that contact, disputes with Users who are merchants (Kaufleute), legal entities under public law or special funds under public law (§ 38 ZPO) will be subject to the exclusive jurisdiction of the courts of Landau in der Pfalz, Germany. For consumers the statutory rules on jurisdiction apply. Nothing in this section prevents either party from seeking injunctive relief in a court of competent jurisdiction to protect intellectual property.

20. Miscellaneous

20.1 Assignment. You may not assign these Terms without our written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

20.2 Severability. If any provision is held unenforceable, the remaining provisions remain in full force.

20.3 Entire Agreement. These Terms, together with our Privacy Policy and any additional terms referenced herein, constitute the entire agreement between you and us regarding the Platform.

20.4 No Waiver. Failure to enforce any provision is not a waiver of our right to do so later.

20.5 Notices. We may provide notices via email to your account address or in-app notification. You may provide notices to us via our contact page, or, for formal legal notices, by email to legal@clearhly.com.

21. Consumers

21.1 Right of withdrawal. Consumers may have a statutory right to withdraw from a paid license within 14 days. The full withdrawal information, the withdrawal button and the model form are on our Right of withdrawal page, in Sections 8.12 to 8.14 and in Section 21.4.

21.2 Consumer dispute resolution (§ 36 VSBG). We are not willing or obliged to participate in dispute resolution proceedings before a consumer arbitration board.

21.3 Your home-country law. If you are a consumer, you keep the protection of the mandatory provisions of the law of the country where you have your habitual residence. The choice of German law in Section 19 does not take that protection away.

21.4 Consumer licenses: effect, early expiry, value compensation, end on withdrawal. (a) A consumer license takes effect when the payment is received. (b) The right of withdrawal expires early once the license has been fully provided, where performance began only after the consumer expressly requested it and confirmed awareness of losing the right on full performance. (c) If a consumer withdraws after requesting that the license take effect during the withdrawal period, the consumer owes a proportionate amount for the period the license was in effect until the withdrawal (value compensation), which may be retained from the payment. (d) The license ends on withdrawal; further use of the work is then no longer permitted. (e) Refunds are handled through Clearhly as the Rights Holder's payment collector; we confirm within 14 days of receiving the withdrawal whether a refund is due and how much. (f) A Licensee who has received a refund must not also raise a chargeback for the same payment.

22. Marketplace information

22.1 Who you contract with. When you license a work, your contract for the license is with the Rights Holder, not with Clearhly. Rights Holders are verified businesses and act as traders. Their legal name and address are shown in the deal room, on the license document and in the confirmation email.

22.2 Who is responsible for what. The Rights Holder is responsible for the license itself: that it holds the rights, that the listing is accurate, the license scope, and any statutory warranty or consumer obligations owed on the license. Clearhly is responsible for operating the Platform, the signing tool, collecting and transferring the license fee through Stripe as described in Section 8, and receiving withdrawal declarations as authorized recipient for the Rights Holder. Clearhly's own contract with each User covers only the use of the Platform.

23. Ranking

23.1 Browse and search show only open listings from verified Rights Holders that match the search text (track title, artist, rights holder name or ISRC) and the filters you choose: licenses, use cases, DSP release allowed, open to anything, genre, territory, budget (including a selected project's remaining budget), deal structure and saved listings.

23.2 The order of the results is decided by the sort option you select. The default is Newest (most recently published first). You can instead sort by Recently updated, Most requested (number of clearance requests received, with newest first as a tie-breaker), Price · low → high, Price · high → low (starting price) or A → Z by title.

23.3 No one can pay for a higher position. Fees, the success-fee bracket, marketing permission and a Rights Holder's relationship with us have no effect on ranking.

24. Content moderation

24.1 Reports. Anyone can report content they believe is illegal through our contact page ("Report content or a listing"), which works without an account, or report a listing that breaches these Terms from the listing page. We confirm receipt by email where an address is given, review each report with a person, and tell the reporter our decision.

24.2 Possible measures. Depending on the seriousness of the case we may take no action, restrict the visibility of content, remove a listing, pause or close it, suspend payouts, or restrict, suspend or terminate an account. We act diligently, objectively and proportionately, and take into account the rights and legitimate interests of everyone involved.

24.3 Statement of reasons. When we remove or restrict content or an account, we tell the affected User what we did, the facts and circumstances, whether the ground is illegal content or a breach of these Terms, whether automated means were used, and the redress options below.

24.4 Complaints and redress. You can contest a decision free of charge for six months through our internal complaint route: reply to the decision email or use our contact form. A person who was not involved in the original decision reviews it. You can also use a certified out-of-court dispute settlement body under Art. 21 of the Digital Services Act, or go to court.

24.5 Information to licensees. Where we remove a listing because it offered rights the Rights Holder was not entitled to grant, or because it was otherwise illegal, we inform every Licensee who licensed that listing through the Platform in the preceding six months, as far as we have their contact details, that the listing was illegal, the identity of the Rights Holder and the redress available to them.

25. Contact and single point of contact

Eternal Media UG (haftungsbeschränkt)
Buchenweg 6A, 76761 Rülzheim, Germany
Full company details: Impressum · Enquiries: contact page or hello@clearhly.com

Single point of contact (Art. 11 and 12 DSA) for authorities, the European Commission, the Digital Services Board and Users: legal@clearhly.com. Languages: English and German.

Not legal advice. These documents describe how Clearhly operates today. They do not constitute legal, tax, or financial advice. Rights-clearance decisions are the responsibility of the transacting parties.