yooook – Terms of Service

Welcome to yooook! By using yooook (the "Site"), you agree to abide and be bound by these Terms of Service (the "TOS") and/or any revised version. Any new service available on the Site or any modification of an existing service shall be governed by the TOS, which may be modified or updated from time to time. We strongly encourage you to regularly review the TOS. Unless otherwise stated, the TOS apply to all services available on the Site. All content and additional or replacement services shall be governed by the TOS.

The Site is operated by yooook, registered with the Toulouse commerce registry under the number 510 571 086 whose registered seat is located 11, rue de l’Industrie – 31000 Toulouse, France. ("yooook" or "we")

1. Description of the Service

The aim of the Site is to improve logistics for digital creation by allowing its users to post digital content, contribute to the funding of such content, monetize such content by selling access to it or physical copies, and facilitate contracts closing in relation with such content (together, the "Service")

The Site is dedicated to several categories of users:

The above categories of users are not exclusive from one another. For instance, in most cases Authors shall also be Creditors, and Liberators may also be Clients. In addition, all users of the Site are referred to as Visitors or You. Please note that it is necessary that your internet browser accepts scripts to use the Site. We do not control the Creations uploaded on the Site, as we only host content.

The Direct Donation and Liberation Poll systems are separate services. The special status of the Direct Donations are amended in the TOS. The conditions governing the Liberation Poll system are described on the Liberation Poll's page. (added on May 24th 2010)

1.1. Step Gauge

Once it has been uploaded on the Site, each Creation is associated with a Step Gauge representing the progress of its funding, licensing and releasing. The funding of a Creation depends on the Donations of the Liberators, on the number of times Clients pay to access it, on the benefits derived from the sales of physical copies, and/or the contracts entered into.

The Authors have the option to divide the Step Gauge with one or several steps (a "Step") corresponding to a fixed amount of funding. As the funding for a Creation increases, the level of the Step Gauge increases correlatively. The meeting of a Step may have two consequences. First, it may enable Visitors and/or Clients to access more of the Creations by releasing more content associated with the Creations and/or by licensing them under one or several new license(s). Second, it may give rise to the remuneration of the Creditors associated with the Creation. The Creditors may differ for each Step. Please note that Authors are under no obligation to select a Step (for instance, in the event that the Creation is published on the Site under permissive free license); in such case, all funds are distributed between the Author and yooook, being understood that yooook, as a Creditor, shall receive a percentage of such funds as set forth on the Site.

The Creations may be uploaded on the Site under several sections (the "Sections"). The Sections can be of several types, including "Final Sections", "Teaser Sections", and "Extra Sections". As such, the Sections may correspond to a part of the Creation (e.g. a couple of songs out of an album), a different version of the Creation (e.g. a trailer), and/or content associated with the Creation (e.g. the story board of a movie). In all cases, Authors must upload the complete, final version of the Creations under the Final Section.

By default the Final Section is associated with the first Step and the Extra Section with the last Step. Authors may override this default association by linking another Step to the Section.

The Final Section may be available from the beginning unless a Teaser Section has been selected, in such case the Final Section shall be released as soon as its associated Step is reached. The Extra Sections are as well released as soon as their own associated Step is reached.

A part of the funding (the "Earnings") shall be shared between the Creditors. The sharing distribution ratios of the Earnings as well as the identity of the Creditors (except for yooook since it is always a Creditor) are decided by Authors exclusively through the selection and configuration of the Steps.

Furthermore, Liberators may be eligible to receive "goodies" when the last Step is reached under the conditions set forth on the Site.

1.1.1. Planned Creation (added on June 15th 2010)

A Planned Creation is a Creation that has a Teaser Section but no Final Section, meaning that the it is not (or partially) realized. It allows any Step to describe a portion of work that the Authors made commitment to realize and release to the Liberators, when the Step is reached. A Planned Creation must have one Step, or more. At least one Step, and obligatorily the last one, must describe a portion of work to be realized and released.

The licences applied to a Planned Creation are also applied to portions of work described in its reached Steps, once such portions of work are realized and released. If such portions of work are outside the copyright scope, the licences apply to their reproduction.

Once a Step that describes a portion of work has been reached, it is no longer possible to delete the Planned Creation. It is only possible to abort it, this action freezes the Planned Creation, but it remains visible for transparency.

Authors are entirely responsible for the commitments they make to the Liberators. yooook cannot be held liable for the realisation and release of the described portions of work by the Authors to the Liberator. Any dispute must be handled directly between the two parties.

1.2. Revenue Streams

The funding of a Creation may come from several sources: paid access to a Creation, Donations, contract closing, and sale of physical copies.

1.2.1. Paid Access

The Author may decide that some Sections may only be accessed in consideration for a payment (until the associated Step is reached). In such case, all payments are added to the Step Gauge as Earnings and distributed immediately to the Creditors. The paid access to a Creation is governed by the yooook Terms of Sale.

1.2.2. Donations

The Donations made by the Liberators are added to the Step Gauge as Earnings. The Earnings are distributed to the Creditors when the next Step is reached.

1.2.2.1 Direct Donations (added on May 24th 2010)

The Donations made by the Users via the Direct Donation system are not counted. The Direct Donation system uses a separate revenue stream, which is direct because not linked to any Creation, and has a different percentage for yooook. This percentage is indicated on the Site.

1.2.3. Contracts Closing

yooook may also act as an intermediary to facilitate the closing of contracts pertaining to the Creations, such as license agreements. In such case, the value of such contracts is added to the Step Gauge as Earnings and distributed immediately to the Creditors. Please note that Authors and Clients agree that all agreements pertaining to a Creation accessible on the Site must be made via the Site (if not, the contract value may not be added to the Step Gauge).

To assist Authors and Clients, yooook provides You with a contract proposal. If You need any help to draw up your contracts, you shall visit the copyright forum.

1.2.4. Sale of Physical Copies (CD, vinyl, and DVD)

The Site also enables Clients to purchase CD, vinyl, and DVD on which the Creations are reproduced (the "Products") provided that Authors have authorized us to carry out such reproduction of the Creations (unless such authorization is already granted by the license governing the Creation). Authors shall also determine the amount associated with the rental or lending of the Creation (e.g. libraries lending CDs to its members, video store), unless no payment is necessary pursuant to the license governing the Creation.

Authors shall decide the number of copies yooook may manufacture at once, knowing that the higher that number is, the cheaper each copy shall be because of the decrease of production costs. Authors may also restrict the manufacture of Products to limited editions.

Clients may pre-order Products until the number of pre-orders equals the number previously selected by the Authors. At that moment, all pre-orders are validated and all sales become final. We shall begin the manufacture of the Products. Depending on the number of copies selected by the Author, the Products are handcrafted or manufactured. The Author may modify this number for the next manufacturing cycle (or for the current one if there is no pre-orders). In the event that the total number of pre-orders does not reach the minimum number to begin manufacturing the Products or if the Author decides to take down the associated Creation, the pre-orders may be cancelled. In such case, Clients shall be credited of the full amount set aside for the pre-order. Clients may cancel their pre-orders at any time before the minimum number of pre-orders to begin the manufacture is reached or until a Guarantor makes an advance payment.

For each Product, the Site shall display the number of pre-orders still required for their validation and the beginning of their manufacture. The absence of such mention shall mean that the Product is in stock and that the sale is immediately validated and final.

Furthermore, Guarantors may pay the amount necessary to reach the number of pre-orders required to begin the manufacture of the Products. Guarantors shall be reimbursed of their payment when the Products are purchased by the Clients. If the Products paid for by a Guarantor are not sold, said Guarantor may not receive his payment back. In addition and provided the Author has chosen so, Guarantors may also receive a portion of the net margin generated by the sale of the Products (in such case, the financial details shall be displayed on the Site).

The sale of physical copies may generate a margin determined by the Author (obviously, in view of the production costs, the higher the margin is, the higher the sale price). Such margin is added to the Step Gauge as Earnings. The Earnings associated with the sale of Products may only be distributed upon the validation of the pre-orders. The sale of physical copies is governed by the yooook Terms of Sale.

2. Registration and Conduct

2.1. Important Information

To access and use the Service, You must be legally capable of entering into a binding agreement and acknowledge that some Creations posted on the Site might be found offensive by some and might not be suitable for individuals under the age of eighteen. You must also abide by all applicable statutes and regulations in France and, if applicable, in your home country.

Authors acknowledge that the activity of publishing, broadcasting, licensing, and selling their Creations may give rise to various types of legal liabilities. Consequently, You expressly represent that your Creations comply at all times with the TOS and all applicable laws. You understand that yooook does not exercise any control over (except a purely technical control if necessary in particular relating to the format of the Creations), does not pre-screen your Creations, and may not be held liable for their communication to the public.

2.2. Registration, Email, Password and Banking Data

Visitors do not need to register nor provide any personal data to access the Site.

However, other users of the site and Service need to open an account (the "Account") by providing a valid name, username, email address and a password. If applicable, they also need to provide their banking data to allow monetary transfers between their Account and their own bank account.

Your email address and banking data must remain valid as long as the Account remains active and it is your responsibility to update it should it no longer be accurate or current. More generally, all personal information communicated to yooook must always be promptly updated as soon as it stops being true, complete, accurate, or current. If your Account is cancelled, all pre-orders shall be cancelled as well.

Your password and banking data are confidential and You shall not communicate them to any third party. You should immediately contact yooook if You have any reason to believe that your password and/or banking data are being used by an unauthorized third party. You shall be liable for all actions taken with your password and banking data as well as for any loss or liability consequential to such use.

2.3. Conduct

The Service is offered for an indefinite term. Therefore, You may cancel Your Account at any time, without notice or explanation provided You follow the cancellation procedure set up by yooook. Such cancellation procedure may be modified from time to time by yooook without prior notice.

As a condition for accessing and using the Site and the Service, You agree:

In case of any violation of the TOS, yooook reserves the right to suppress your Account and/or to block You from accessing the Site as well as to disclose any information as necessary to satisfy any law, regulation, governmental request or partner request, at its sole discretion. yooook also reserves the right to block the distribution of your Creations through the Service.

In the event of the suppression of your Account, all your personal data shall be destroyed except those the law requires to archive.

Further, You represent that You shall hold harmless (including reasonable attorneys’ fees) yooook, its affiliated companies, its principals, its agents, its administrators, and its employees from and against any claim by any third party arising out of or connected with the use of the Service, the violation of the TOS or of any other document therein, or, more generally, the violation of the law.

3. Posting and Accessing the Creations

3.1. Posting the Creations

3.1.1. Basic Principles

You shall verify that Your Creations are in compliance with the TOS and, more generally, are not harmful or unlawful, knowing that yooook does not exercise any control over them.

You agree to comply with all policies or technical requirements from yooook, provide all the data and information, whether personal or not, requested by yooook, and more generally follow all procedures that may be implemented from time to time by yooook with respect to the Service. yooook does not use DRM software nor does it watermark the content. The Creations must fulfil yooook’s requirements in terms of format.

You may not modify your Creations once they have been posted on the Site. However, You may remove your Creations. In this event, Liberators shall not be able to make Donations anymore, and Clients shall not be able to purchase Products or to enter into Contracts anymore. Any pending action linked to the Creation will be cancelled (the Donations, the pre-orders and the Contracts). By exception, Clients who have paid to access a Section associated with a removed Creation (or entered into Contrat providing access to a Section associated with a removed Creation) may continue to access it during eight (8) days after its removal.

yooook is under no duty to maintain online, license, sell, promote, publish, or distribute your Creations.

3.1.2. Intellectual Property

You, as an Author, understand that You post your Creations under your sole responsibility and represent that You own all the rights to your Creations, or have secured the necessary authorizations to them. It is essential that your exploitation of your Creations via the Site respects, if applicable, the rights of the other rightholders and that such rightholders are rightfully compensated as Creditors in full compliance of intellectual property laws and international convention. If you do not respect the above, you may not upload Creations.

Furthermore, in the event You are a member of a collecting society, You must ensure that the use of the Service does not violate the mandate/rights given to said society and does not give rise to any payment obligation to them. In the event yooook is requested to pay fees to collecting societies, You warrant and represent that You will promptly and directly settle such amount to these societies.

You, as an Author, hereby grant yooook the right to incorporate in the Service and Site your Creations as well as that of to distribute them and as such reproduce, display, perform, adapt, and communicate them to the public, including by manufacturing copies on any medium (including, but not limited to, CD, DVD, vinyl) in the condition set forth on the Site, worldwide and as long as they are uploaded on the Site. You further grant yooook the right to reproduce your trademarks, trade names, service marks, logos, domain names or other identifying signs or images. Those rights are granted free of charge for yooook as they are necessary to operate the Site and provide the Service. You understand that You may not request any payment from yooook for posting, sharing, modifying, or manufacturing your Creations.

3.2. Access to the Creations: Step

The Service enables You to access the Sections associated with the Creations in two ways:

Upon the first posting of your Creation on the Site, its use shall be governed by the TOS or any other license of your choice, provided such license is compatible with the operation of the Site. In the event that the license does not cover the use of Creation made by yooook, the TOS shall be applicable to yooook and the selected license to Visitors. As such, one of the Step may lead to a switch of the license governing the Creation, i.e. a step where the Creation goes from its original license to a more permissive license. For instance, You may post your Creation governed by the "by-non commercial-share alike" Creative Commons license and decide that when the next Step is met, your Creation be governed by more permissive "by-share alike" Creative Commons license.

4. Reward of Liberators and Creditors

Liberators may be eligible to receive "goodies" when the last Step is reached under the conditions set forth on the Site.

For each Creation, Authors may select Creditors who shall receive the Earnings along with yooook. The Earnings distribution shall be done via bank transfer to their Accounts.

Donors of Direct Donations may be eligible to receive "goodies" under the conditions set forth on the Site. (added on May 24th 2010)

5. Financial Terms and Conditions

5.1. Crediting Your yooook Account

To fully use the Service and the Site, you first need to credit your Account by adding money from your personal bank account. Such transfers from and to your Account to and for your personal bank accounts are made via PayBox Direct Plus. To do so, you will need to register at least one credit card on the Site.

Please note that the above transfers are subject to charges by PayBox and by yooook’s financial institution. These amounts are specified on the Site as they are subject to change without notice.

5.2. Transfers between Your yooook Account and a Step Gauge

When Liberators make a Donation and when Clients pay to access a Creation, to purchase Products, and/or enter into Contracts, the corresponding amount of money is withdrawn from their Account (provided such Account has been credited beforehand). Inversely, when Creditors receive part of the Earnings, the corresponding amount is transferred to their Accounts.

It is crucial that you understand, and expressly accepts, that yooook acts as your escrow with respect to the funds on your Account. The funds on your Account are yours, they are composed of funds that you credited using your credit card and of all Earnings you may receive via the Site. At any time you may decide to transfer your funds to bank account.

You expressly appoint yooook to act as your escrow by means of your Account and acknowledge that you maintain control over it at all times.

The Account has been set up to limit the banking fees and simplify the use of the Site, allowing payments made via the Site (for instance to purchase a Product) and Earnings to compensate. You understand that this compensation does not liberate taking all the legally and fiscal actions with respect the Earnings.

If you decide to cancel your Account, all funds shall be transferred to your bank account (unless the balance is lower than one (1) euros).

5.3. yooook Financial Conditions

yooook receives money as a Creditor since all revenue streams are added to the Step Gauge (accessing a Section, selling a Product, entering into a Contract, and payments by Liberators). The percentage of the Earnings distributed to yooook is indicated on the Site and may be modified by yooook at from time to time without notice.

6. Sale Terms and Conditions

The sale of Products and the paid access to a Creation are governed by the yooook Terms of Sale.

7. Privacy Policy

yooook respects your privacy. We encourage You to carefully read our privacy policy.

8. Proprietary Rights

8.1. Access to the Site

yooook is the sole holder of all proprietary rights to the Site and the Service including the Visitors’ database. Any reproduction, display, publication, transmission or, more generally, any unauthorized use of the Site or the Service shall trigger your liability and may result in criminal or civil legal action. You undertake not to access the Service by any means other than those made available to You by yooook.

8.2. Intellectual Property

The Site is an original work protected by intellectual property laws and international conventions. Its structure and the Creations available may be protected by copyright or any other intellectual property right. You warrant that You will not modify, lease, borrow, sell, or distribute these Creations, or create derivative works based wholly or partly on the Site or on Creations, unless such authorization is unless given by the license governing the Creations.

We respect the intellectual property of others. If You believe that material over which You have rights has been reproduced or used in such a way as to constitute an infringement, notably a violation of the license governing the Creation, You shall contact us and provide us with your personal information, a description of the Creation, its location on the Site, a statement of the rights You assert over the Creation, and a statement of the absence of authorization given to the individual using the Creation.

9. Disclaimer

The Service and the Site are made available to Visitors "as is." yooook makes no warranty, whether implied or express, as to the Service and the Site. In particular and without limitation, we may not warrant the continuity and quality of the Service available on this Site, or the fact that the Site will be permanently accessible, or that our Visitors will not violate these TOS or our privacy policy. We may limit the use of our Service. We may not be held liable for the failure to make available, or for the deletion of, content (Creations or Contracts) and are under no duty to maintain the Creation online.

You understand that You are accessing and using the Site and the Service at your own risk. yooook may not be held liable for your reliance on any information or data You may have accessed, directly or indirectly, through the Service, nor for your accessing or downloading of any material, program, or file through the Service. yooook may not be held liable for any loss of data or for any damage to your computer system or any other device used to access the Service.

Although we use our best efforts and all available means to ensure the confidentiality of your personal data, we may not be held liable in the case of a breach of said confidentiality, regardless of its cause (including, but not limited to, technical difficulty, intrusion into our data processing system, or human mistake).

More generally, You accept that we may not be held liable for any consequential, special, or incidental damages, direct or indirect, resulting from the access to or use of the Service and/or Site and that the limitation of liability applies to yooook and to its affiliated companies, principals, directors, agents, and employees.

10. Warranties

You expressly warrant that You own all the rights to, or have secured all the necessary authorizations, in particular from other rightholders (if any) and collecting societies, for the use and distribution of your Creations, including the right to license them. As yooook does not exercise any control over your Creations, You understand that yooook may not be held liable for their communication to the public and that you share your Creations under your sole responsibility. Your Creations shall at all times be in compliance with the TOS and, more generally, shall not be harmful or unlawful, in particular towards minors.

Further, You represent that You shall hold harmless (including reasonable attorneys' fees) yooook, its affiliated companies, its principals, its agents, its administrators, and its employees from and against any claim by any third party arising out of or connected with the use or distribution of your Creations, the violation of the TOS, or, more generally, the violation of the law.

Finally, You acknowledge that all sums received via the Site (in particular as a Creditor) may gives rise to a legal duty (tax filing, tax payments, etc). We may not advise on your particular tax situation and obligations as they differ from one country to another. Consequently, You expressly warrant to undertake all the necessary steps to be in full compliance with all applicable laws and regulations.

11. Miscellaneous

Update and Modification: We reserve the right to correct possible errors on the Site and, more generally, to modify, from time to time and without notice, the Site or any part thereof. We may not be held liable for any modification, interruption, or suspension of the Service or for any resulting damages.

Notices: We may send You notices via email or display on the Site links to said notices. We may use this method, for instance, to inform You of any future revision to the TOS.

Headings: The headings of the clauses do not form part of and shall not be read into the construction of the TOS.

Cancellation of Account: You may cancel your Account at any time. In the case of violation of the TOS, we reserve the right to limit your access to the Site and/or to suppress your Account. You understand and accept that we may not be held liable for the cancellation of your Account.

Severability: If any provision of the TOS is adjudged by a court to be void or unenforceable, this shall in no way affect any other provision of the TOS, which shall remain in full force and effect.

No Waiver: A waiver by yooook of any term or condition of the TOS shall not be deemed or construed to be a waiver of such term or condition for the future or any subsequent breach thereof.

Choice of Law – Forum: The TOS and the relationship between You and yooook are governed by French law only. French courts shall have exclusive jurisdiction over any dispute arising out of or connected with the use of the Service or the Site.