Terms of use

Terms of use of TV1 GmbH

TV1 GmbH, Beta-Str. 9a, 85774 Unterföhring (“Licensor“) is one of the leading providers of online video solutions and offers its customers, among other things, the provision of video material as a live stream (“Streaming“) or video on demand (“VoD“), a tool for online conferences (“Video.Taxi Studio“) as well as real-time transcription and translation solutions (“Speech“). The content is made available via the Video.Taxi platform (“Platform“). In addition to these services, customers can optionally agree the provision of a media library, automatic or editable subtitling (for VoD and streaming), the automatic translation of subtitles and the creation of new audio tracks (voice-over) and/or the setting up of pay-per-view barriers with the licensor. The Licensor’s offers are aimed exclusively at entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB).

The Licensee makes use of the Licensor’s services and wishes to provide its customers (“Customers“) with video material (“Content“) via the Platform and in a video player (“Player“).

The Licensor and the Licensee (together also “Parties“ and individually also “Party”) have agreed the use of the Platform in an online order form (“Order Form“). In addition to the provisions in the Order Form, the following “Terms of Use“ (together with the Order Form “Contract“) shall apply:

1. Subject matter of the contract, registration and conclusion of the contract

1.1 The subject matter of the contract is the services of the Licensor which the parties have agreed in the order form.

1.2 The scope of use agreed in the order form may be limited by the number and length of the content, the number of users, the quality of provision or other factors specified therein.

1.3 The Licensor shall make the Content available for the maximum number of viewers agreed in the order form. If the maximum number of viewers is exceeded and the Content is provided for more viewers, which the Licensor is not obliged to do, the Licensor shall not be liable for any disruptions caused by too many users accessing the Content at the same time.

1.4 The Licensor shall provide support exclusively to the Licensee in accordance with the provision under 10. The Licensor is not obliged to answer direct enquiries from customers.

1.5 The Licensor may offer that use during a test phase is free of charge for a period agreed in the order form in accordance with the provisions under 11 (“Test Phase“).

1.6 The conclusion of the contract between the parties shall be governed by the following provisions:

1.6.1 The Licensee can first register on the Licensor’s website by entering their company name, the name of the person making the registration, their e-mail address, a password and a telephone number. After verifying the e-mail address in a double opt-in procedure, the licence holder can log on to the platform. Successful registration does not give rise to any further performance obligations on the part of the parties.

1.6.2 If the Licensee is registered in accordance with 1.6.1, he can book the services of the Platform via the order form. The online information on the Licensor’s services and the provision of the order form do not constitute an offer within the meaning of Section 145 BGB, but an invitation to submit an offer.

1.6.3 By sending the order form, the contractor submits a binding offer. The contract is concluded by the release of the services agreed in the order form in the portal or a separate contract confirmation by the licensor by e-mail.

2 . Rights of use

2.1 The Licensor grants the Licensee a worldwide, non-exclusive, non-transferable right, limited to the term of the contract, to use the Platform and the Player to publish its content in accordance with the scope specified in the order form. The right of use is limited to using the platform cloud-based on the hardware provided by the licensor for this purpose. The Licensee is also entitled to embed the content via the Player or its own player in any number of its own websites or the websites of third parties. The licencee is only permitted to use the content in social media or RTMP targets to the extent specified in the order form.

2.2 The Licensee must comply with the scope of the licence agreed in the order form. The Licensor may, at its own discretion, technically prevent an overrun or allow it without restriction or make it dependent on an upgrade of the services. If an overrun is possible without booking an upgrade and the Licensee exceeds the contractually agreed scope, the Licensor shall be entitled to pay reasonable additional remuneration, which may be determined by the Licensor at its reasonable discretion, taking into account the agreed price, the scope of use booked and the extent of the overrun. If additional remuneration is agreed upon conclusion of the contract, this shall be paid by the Licensee. If no additional remuneration is agreed there, an appropriate remuneration shall be paid, which shall be determined on the basis of the extent of the excess in relation to the agreed scope of use. If a scope of use has been agreed for a specific period (“usage period“) (e.g. the number of livestreams per month), the unused services expire at the end of the usage period and cannot be carried over to the next usage period.

2.3 The Licensee is authorised to create accounts for its employees, subcontractors or customers through which they can provide and manage the Content (“Account Users“). The parties have agreed the number of authorised accounts in the order form. If several main accounts are provided for there, the Licensee can create separate accesses to separate content (e.g. for several customers). The Licensee shall oblige the account users to choose a secure password and not to disclose their access data to third parties and to carefully protect them from access.

2.4 The Licensee acknowledges that the exclusive rights to the Platform and all technologies contained therein and documentation made available shall belong to and remain with the Licensor. Nothing in this Agreement shall be construed as transferring any rights in the Platform or any part thereof to the Licensee. All rights to the Platform not expressly granted to the Licensee in this Agreement are reserved by the Licensor.

2.5 The Licensee may not use the Platform for purposes other than those agreed in this Agreement and must protect its access data from unauthorised access by third parties. Without limiting the generality of the foregoing, the Licensee is in particular not permitted (i) to use the Platform or parts thereof for purposes other than for the provision of content for its own company or its customers, (ii) to allow third parties who are not its employees, subcontractors or customers to use the Platform without the prior written consent of the Licensor and/or to transfer its rights to use the Platform, (iii) modify, amend, alter or adapt the Platform, (iv) reverse engineer, decompile, translate, disassemble or disassemble any data formats forming part of the Platform and/or otherwise attempt to obtain the source code of the Platform or any part thereof (except as permitted under 2.6); (v) make copies of the Platform; (vi) use the Platform to develop a competing product or service; (vii) disable, modify or circumvent any licence management system or security mechanism provided with the Platform; (viii) access or use the Platform to provide data processing services to others; and/or (ix) remove, alter or conceal any proprietary or copyright notices, trademarks or other identifying marks of Licensor or third party rights holders.

2.6 The statutory rights of the Licensee pursuant to Section 69d (2) and (3) and Section 69e of the German Copyright Act shall remain unaffected, subject to the proviso that (i) the Platform may only be decompiled pursuant to Section 69e of the German Copyright Act following a prior written request to the Licensor in which the Licensee requests the necessary information and the Licensor does not provide the necessary information within two weeks, and (ii) the parties enter into an appropriate confidentiality agreement that ensures the protection of the Platform and the source code from access by third parties.

2.7 The Licensor is only obliged to design the platform in such a way that it functions in the current version and the two previous versions of the common browsers Firefox, Chrome, Safari (with the exception of Video.Taxi Studio) and Edge and with state-of-the-art hardware.

3. Content

3.1 The Licensee is solely responsible for the production and provision of the Content.

3.2 The Licensor is not obliged to check the content with regard to technical suitability, quality requirements, viruses or possible legal infringements.

3.3 The Licensee shall monitor the provision of the Content and notify the Licensor of any disruptions in accordance with the provision under 9.4.

3.4 The content must correspond to the scope agreed in the order form, in particular with regard to its length. If the scope is exceeded, the Licensee shall be obliged to pay an appropriate additional fee, which may be determined by the Licensor at its reasonable discretion, taking into account the agreed price, the scope of use booked and the extent to which the scope is exceeded.

3.5 The Licensee grants the Licensor the non-exclusive, irrevocable, worldwide right to make the Content publicly accessible, to broadcast it and to make all necessary reproductions, distributions and adaptations. In particular, the Licensor is authorised to have subtitles of the Content created automatically or by employees or subcontractors (“Auxiliary Persons“) and to have translations and new audio tracks created automatically or by auxiliary persons. Editing of the content is only permitted if it is limited to technical changes and does not alter the content. The provision under 3.9 remains unaffected.

3.6 The Licensor is authorised to transfer the rights granted under 3.5 to auxiliary persons who provide services in connection with the provision of the Platform and the Licensor’s services.

3.7 The Licensee shall ensure that (i) it has all necessary rights which it grants to the Licensor pursuant to 3.5, (ii) the Content does not contain any offensive, racist, adult, youth-endangering, violence-glorifying, sexist, pornographic, insulting or immoral content and does not violate any third-party rights or statutory provisions, in particular the intellectual property of third parties, their personal rights, criminal laws, youth protection, data protection or competition law provisions and (iii) the Content does not contain any viruses or other harmful components that could impair the Platform, the Licensor and/or the Users in any way. This applies worldwide, as a local limitation of the retrievability of the content is not agreed.

3.8 The Licensee grants the users of the Platform (“Platform Users”) the worldwide, non-exclusive right to access the Content and to make all necessary reproductions, distributions and edits.

3.9 Should the Licensor have concrete indications that the Content (i) violates this Agreement in whole or in part and/or the rights of third parties and/or statutory provisions and/or (ii) contains viruses or may impair the Platform or the Licensor’s services in any other way, the Licensor shall be authorised to block or remove the Content. The Licensor shall inform the Licensee of this immediately, stating the reasons. If the Licensee remedies the breach, the Licensor shall release the content again or enable it to be uploaded again. The agreed remuneration remains unaffected by a justified blocking or removal, as does the Licensor’s right to extraordinary cancellation.

3.10 The Licensee alone is responsible for ensuring that all legal and official requirements are met and for obtaining any permits, licences and approvals required for the publication of the Content. In particular, the Licensor will not and cannot check whether the offering of the Content requires a licence under broadcasting law. The Licensor draws attention to the possibility of applying to the competent state media authority for a clearance certificate. Furthermore, the Licensee alone is responsible for ensuring compliance with any age requirements and other regulations for the protection of minors.

4 . Access restrictions

4.1The Licensee shall decide whether to make the Content available to all platform users or in a protected area that only allows its customers access after entering an access code (“protected area“). In future, the Licensor may also stipulate that a protected area is only possible by means of a login to be assigned to the customer by the Licensee, but is not obliged to do so.

4.2 The licence holder is responsible for setting up the protected area.

4.3 If access is permitted with a login, the Licensee shall manage the accesses of its customers.

4.4 If access is possible with Access Codes, the following provisions apply:

4.4.1 The Licensee is responsible for generating the Access Codes via the Platform.

4.4.2 The Access Codes must consist of 13 digits and/or capital letters and may not contain umlauts or special characters (example: 6P7J7-J5O8-46GV). The number of Access Codes generated may not exceed any number agreed in the order form. If the scope is exceeded, the Licensee shall be obliged to pay an appropriate additional fee, which may be determined by the Licensor at its reasonable discretion, taking into account the agreed price, the scope of use booked and the extent of the excess.

4.4.3 The access code may only function once in such a way that several users cannot start streaming at the same time using one access code. If an access code is used multiple times, the streaming started first will be interrupted after some time. For a transitional period, multiple streaming may therefore occur due to the same access code.

4.5 The Licensor is solely responsible for only granting access to the Content to those customers who have an access code or the corresponding login data provided by the Licensee. The Licensor is not obliged to carry out any further verification of the customer’s authorisation (e.g. with regard to the customer’s payment to the Licensee or the customer’s age).

4.6 The Licensor may block access codes or login data at the request of the Licensee, but is not obliged to do so. In particular, the Licensor is not obliged to ensure that a retrieval of the content started by a customer with an access code transmitted by the Licensee or after a successful login is subsequently interrupted.

4.7 The Licensor shall enable the Licensee to save the content after the streaming time via a download link to be made available to the Licensee. The customer can set the period for which a download is possible after the broadcast. The Licensor will not provide a recording option for platform users.

5. Streaming

5.1 If the provision of streaming is agreed in the order form, the following provisions shall apply.

5.2 The Licensee is solely responsible for the delivery of the encoded signal. He will set up and start the transmission of the signal on the platform himself. At the option of the Licensee, the Licensor shall either provide the Licensee with an RTMP ingest address via which the Licensee delivers the signal, or the Licensee shall specify an RTMP pull address on the platform via which the Licensor collects the signal.

5.3 The Licensor shall provide the live stream in the quality agreed in the order form at the time specified therein (“streaming time”).

5.4 The Licensee shall provide the signal in the required quality. The Licensor is not obliged to inform the Licensee that the transmitted signal does not correspond to the maximum quality owed by the Licensor.

5.5 A retrievability or storage of the content beyond the time of streaming is not the subject of streaming, but is only owed if the provision of VoD has also been agreed in this respect.

5.6 The Licensor shall make the content accessible at the time of streaming in such a way that the platform users can access it as agreed.

5.7 The Licensee may carry out two independent test streamings via the platform prior to the streaming date and notify the Licensor of any errors in text form.

5.8 The Licensor shall also make the Video.Taxi Studio available to the Licensee for conferences in accordance with the following provisions:

5.8.1 The content exchanged via the Video.Taxi Studio is considered content within the meaning of the provisions under 3.

5.8.2 Insofar as the Video.Taxi Studio enables the recording of video conferences, which the Licensor is not obliged to do, the Licensee is solely responsible for ensuring that the recording does not infringe the rights of third parties. The Licensee is aware that the recording of images and sound without the consent of the parties involved may constitute a criminal offence.

6 VoD

6.1 If the provision of VoD is agreed in the order form, the following provisions shall apply.

6.2 The Licensee shall independently upload the content that it will make available on the Platform for retrieval.

6.3 If it is agreed in the order form that the Licensee shall set up its own media library in which it offers the Content, it shall be responsible for the set-up and design itself. The provisions agreed for the content under 3.2 and 3.5 to 3.10 shall apply to the content that can be accessed in the media centre in addition to the content (texts, images, etc.).

7. Subtitles

7.1If the provision of subtitles is agreed in the order form, the following provisions shall apply.

7.2 The Licensor is obliged to generate the subtitles automatically using software. Editable provision is only owed if this is expressly agreed in the order form. The Licensee is aware that automated subtitling may contain errors. Error-free subtitling is therefore not agreed.

7.3 If expressly additionally agreed in the order form, the Licensor shall also provide subtitles in translation in the languages agreed therein. An editable provision is only owed if this is expressly agreed in the order form. The Licensee is aware that an automated translation may contain errors. An error-free translation is therefore not agreed.

7.4 The client is aware that it is not possible to fully synchronise subtitling with the spoken word and that slight deviations may occur.

8. Voice-Over

8.1 If the provision of voice-over is agreed in the order form, the following provisions shall apply.

8.2 The Licensor undertakes to automatically generate voice-over tracks in the agreed languages based on the existing subtitles or direct speech-to-text recognition in the video or audio. An editable provision of the voice-over tracks is only owed if this is expressly agreed in the order form.

8.3 The Licensee is aware that the automated generation of voice-over tracks may contain errors, including, but not limited to, pronunciation errors, intonation errors and deviations in intonation. Error-free voice-over generation is therefore not agreed.

8.4 It should be noted that, due to technical limitations, it is not possible to produce a voice-over that is completely synchronised with the original spoken word. There may be slight time differences between the video or audio and the voice-over track.

8.5 If expressly additionally agreed in the order form, the Licensor shall make efforts to optimise the quality of the voice-over tracks by using advanced voice processing technologies and, if necessary, manual post-processing. These additional services shall be remunerated separately.

8.6 Synthetic voices may be used to create the voice-over tracks. As far as technically possible, these synthetic voices can be modelled on the original voice of the speaker in order to achieve a higher authenticity and recognition value of the voice-over tracks.

8.6.1 The adaptation of the synthetic voices to the original voice requires the express consent of the rights holder of the original voice. The licence holder is responsible for obtaining this consent.

8.6.2 The Licensor shall make every reasonable effort to ensure the quality and similarity of the modelled synthetic voices with the original voices. Nevertheless, no guarantee can be given for an exact match of the synthesised voices with the original voices.

8.6.3 The use of imitated synthetic voices must not lead to an infringement of personal rights, copyrights or other rights of the original speakers. The Licensee shall indemnify the Licensor against all third-party claims resulting from the infringement of such rights.

8.7 The fees for the use of the voice-over functionality depend on the subscription model selected by the Licensee. If free minutes are included for voice-over use, a separate invoice will be issued at the end of the month if the included minutes are exceeded.

8.7.1 The total length of the underlying video serves as the basis for calculating the costs when creating a new voice-over track.

8.7.2 In the case of subsequent corrections, the length of the text record containing the correction shall be used to calculate the costs.

9. Speech - real-time transcription and translation

9.1 If the provision of the Speech Service is agreed in the order form, the following provisions shall apply.

9.2 The Licensor shall provide a service that transcribes and translates the spoken word in real time. The output is either in text form on a website or by means of synthetic voices.

9.3 The Licensee is aware that real-time transcription and translation may contain errors due to technical limitations and the complexity of natural languages. These include inaccurate transcriptions, translation errors and deviations in semantics. An error-free real-time transcription and translation is therefore not agreed.

9.4 The Licensor shall use reasonable endeavours to ensure the accuracy and reliability of the Speech Service. This includes the use of advanced speech recognition and translation technologies and regular updates to the system to improve performance.

9.5 The use of synthetic voices for the output of the translated content is subject to the respective licence conditions of the technology used. The licence holder is obliged to respect these conditions and to ensure that the use of synthetic voices does not infringe the rights of third parties.

9.6 The Licensor shall not be liable for any direct or indirect damages arising from the use of the Speech Service, unless such damages result from gross negligence or wilful misconduct on the part of the Licensor.

9.7 The Licensee is not permitted to use the Speech Service for content that is unlawful or infringes the rights of third parties. In the event of infringement, the Licensor reserves the right to immediately block access to the service and to take legal action.

9.8 Where technically possible and expressly agreed in the order form, the synthetic voices for the output of the transcribed and translated content may be modelled on the original voice of the speaker. This includes adapting the synthetic voice in terms of tone of voice, intonation and characteristics of the original voice in order to achieve greater authenticity and recognition value.

9.8.1 The creation and use of modelled synthetic voices requires the express consent of the rights holder of the original voice. The licence holder is responsible for obtaining this consent and must provide appropriate evidence when using the service.

9.8.2 The Licensor shall take appropriate technical measures to ensure the quality and similarity of the modelled synthetic voices. However, it cannot be guaranteed that the synthesised voice is an exact replica of the original voice in every case.

9.8.3 The use of imitated synthetic voices must not lead to an infringement of personal rights, copyrights or other property rights of the original speakers. The Licensee shall indemnify the Licensor against all third-party claims that could result from an infringement of such rights.

10 . Payment systems

10.1 Unless otherwise agreed in the order form, the Licensor is not obliged to make Content accessible only behind a payment barrier. This also applies if the content is provided in a protected area. However, the Licensee is entitled to provide its customers with access codes or login data only against payment. The licencee alone is responsible for processing this. The Licensor shall have no obligations in this respect.

10.2 If agreed in the order form, the Licensor shall provide an option to make content accessible only against individual payment (pay per view). The Licensee is responsible for setting up the payment barrier. After payment, the customer receives access to the content and an additional access code by e-mail, which he can then use to log in again after an interruption. Payment is processed via a payment service provider.

11. Availability and support

11.1 The Licensor warrants that the Content is available on the Platform in the form provided by the Licensee. The parties are aware that, for various reasons, the retrieval of the content may not run smoothly for a short period of time and that short-term and occasional interruptions, regardless of their cause, do not constitute defective performance on the part of the Licensor.

11.2 The Platform is available 98% of the time on average in a calendar year (“Availability Time“), provided that the Platform is used as contractually agreed.

11.3 The availability is calculated by subtracting the downtimes that do not count as availability time according to 9.6 (“downtime“) from the maximum possible availability time (“availability max.“), divided by the availability max. and multiplied by 100, resulting in the following formula: (Availability Max. - Downtime) divided Availability Max. × 100

11.4 The Licensee must inform the Licensor immediately of any downtimes that are not caused by announced maintenance work.

11.5 The Licensor shall be entitled to carry out regular maintenance work, but shall endeavour to keep interruptions to a minimum. The Licensor shall inform the Licensee at least one week before commencing the work. In urgent cases, for example to eliminate security vulnerabilities, the Licensor may shorten the notice period or, if not otherwise possible, commence the maintenance work without prior notice. If prior notice is not possible, the licencee must be informed immediately after the work has begun.

11.6 The availability time does not include downtimes caused by

11.6.1Announced maintenance work,

11.6.2 unforeseeable, urgent maintenance work, e.g. to eliminate security vulnerabilities,

11.6.3 force majeure or other events beyond the licensor’s control that could not have been foreseen and prevented by the licensor, in particular strikes, lockouts, special weather conditions, power failures, traffic disruptions or pandemics (“force majeure”),

11.6.4Third parties who are not subcontractors of the Licensor,

11.6.5 software or hardware used by the Licensee or its customers and platform users or a faulty Internet connection,

11.6.6 Content not properly provided by the Licensee,

11.6.7an unavailable or disrupted landing page of the Licensee,

11.6.8 failure to carry out tests during streaming if the malfunction could have been prevented by a prior test and a corresponding report of errors to the Licensor,

11.6.9 inadmissible and therefore removed or blocked content,

11.6.10 failure to notify the Licensee of a fault in good time or failure to cooperate or delayed cooperation on the part of the Licensee,

11.6.11 exceeding the agreed number of spectators,

11.6.12 incorrect access codes or login data transmitted by the Licensee.

11.7 The Licensor shall not be responsible for faults in accordance with the provisions under 9.6. Nevertheless, the Licensor may endeavour to assist in the elimination of faults, insofar as this is reasonable and appropriate, but is not obliged to do so.

12. Support and maintenance

12.1 The Licensor shall provide support services by telephone and e-mail from Monday to Friday between 09:00 and 17:00 (“Service Time“).

12.2 The support services only include questions regarding the use of the platform. The Licensee may order further support services at the hourly rate specified in the order form, in particular with regard to support in connection with the Licensee’s default settings.

12.3 Unless otherwise agreed in the order form, the Licensor shall offer a response time of 48 hours during the service period. Times outside the service period are not included.

12.4 The following services are not covered by the support:

12.4.1 Services outside the agreed service hours

12.4.2 Services with regard to the content and faults relating to the software or hardware used by the Licensee or the users or the Internet connection,

12.4.3 Services that become necessary because the Licensee fails to fulfil its obligations to cooperate,

12.5 The Licensor is authorised, but not obliged, to update the Platform. Warranty claims remain unaffected.

13 Test phase

13.1 If the parties have agreed on a test phase, the contract shall be concluded with the scope of services agreed in the order form without the Licensee owing any remuneration for this.

13.2 The scope of services during the test phase is based on the scope of services selected by the Licensee in the order form. The Licensor may impose further restrictions during the test phase, as specified in the order form.

13.3 During the test phase, the Licensor and persons for whose fault the Licensor is responsible in accordance with the statutory provisions shall be liable, unless liability under the Product Liability Act applies, exclusively

13.3.1 in the event of intent and gross negligence (§ 599 BGB),

13.3.2if the Licensor has fraudulently concealed a defect (§ 600 BGB), and

13.3.3in the event of slight negligence in the event of injury to life, limb or health.

13.4 The Licensee is only entitled to make use of a test phase once for the respective services. If the Licensee makes use of a test phase again (e.g. by registering with different registration data), it shall be obliged to pay the remuneration agreed for the period after the test phase for the test phase as well.

13.5 The Licensee may cancel the test phase on the platform on the penultimate day of the test phase at the latest. If the Licensee fails to do so, the test phase shall end automatically without the contractual term pursuant to 14.1 commencing thereafter.

13.6 Unless otherwise agreed, the provisions of the contract shall apply during the test phase.

14. Term and cancellation

14.1The contract shall commence on the date agreed in the order form and shall have an indefinite term (“contractual term“). If an annual fee has been agreed, the contract can be cancelled with one month’s notice to the end of each contract year; if a monthly fee has been agreed, the contract can be cancelled with one month’s notice to the end of the next contract month. A contract year begins on the day the contract is concluded and ends one day earlier in the following year; a contract month begins on the day the contract is concluded and ends one day earlier in the following month. This applies accordingly for the following years. If a test phase has been agreed and the contract is not cancelled at the end of this phase in accordance with 14.4, the contract term begins on the first day after the end of the test phase. Cancellation with a different notice period, in particular in accordance with § 627 BGB or § 648 BGB, is excluded.

14.2 The right of the parties to terminate the contract extraordinarily for good cause remains unaffected. § Section 543 para. 2 no. 1 BGB shall not apply.

14.3 Upon termination of this Agreement, the Licensee shall immediately cease using the Platform. The Licensor is entitled to delete all content immediately after the end of the contract.

14.4 The right of the parties to extraordinary cancellation remains unaffected.

14.5 Cancellation must be in writing.

15. Compensation and payment methods

15.1 The Licensee shall pay the Licensor the remuneration agreed in the order form for the provision of the services.

15.2All amounts stated in the order form are subject to the applicable statutory value added tax.

15.3 The Licensor offers credit card payment and PayPal as payment methods. Processing is carried out via a payment service provider. The Licensor may offer other payment methods at any time. If the licensor offers payment on account, the activation of the services on the platform is dependent on receipt of the agreed payment for the term of the contract. If a test phase has been agreed, the activation of the services for the contract term is dependent on receipt of the agreed payment for the contract term. The Licensor may also make the conclusion of the contract dependent on a review of the Licensee. In this case, confirmation of the contract in accordance with 1.6 can take place after the verification.

15.4 The remuneration shall be paid monthly in the case of a monthly contract and annually in the case of an annual contract (in each case “remuneration period“). Payment is due in advance at the beginning of the remuneration period.

15.5 In addition to the fixed remuneration for regular services, consumption-based services may be incurred that are not included in the regular scope of services (e.g. additional subtitling, voice-over creation). These services shall be invoiced according to their actual consumption.

15.6 Consumption-based services shall be invoiced on a monthly basis. The respective amount of remuneration shall be based on the scope of the services utilised during the previous month. The detailed list of consumption-based services shall be made available to the Licensee at the end of each billing month.

16. Liability and indemnity

16.1 The Licensor’s liability for payment of damages and reimbursement of expenses is excluded, unless otherwise stipulated in the following provisions.

16.2 The exclusion of liability shall not apply to damages caused by culpable breach of a material contractual obligation in a manner that jeopardises the achievement of the purpose of the contract. Material contractual obligations are those obligations whose fulfilment is essential for the proper execution of the contract and on whose compliance the contractual partner regularly relies and may rely. However, liability is limited to the damage typical for the contract, the occurrence of which each contracting party had to expect based on the circumstances known to it at the time. With regard to this typical contractual damage, the Licensor’s liability for property damage and resulting further financial losses is limited to an amount of EUR 50,000.00 per claim.

16.3 Furthermore, the exclusion of liability shall not apply to damages resulting from injury to life, limb or health that are based on a negligent breach of duty by the Licensor or to damages that are based on an intentional or grossly negligent breach of duty by the Licensor.

16.4 Insofar as the Licensor’s liability is excluded or limited, this shall also apply to the liability of its legal representatives, employees and vicarious agents.

16.5 If the Licensor has given a guarantee, the content of this guarantee shall not be affected by the above limitation of liability.

16.6 Any liability arising from the Product Liability Act remains unaffected.

16.7 If claims are asserted against the Licensor by third parties or authorities because the Content infringes their rights and/or statutory provisions, in particular also in the event of a breach of broadcasting or data protection regulations, the Licensee shall indemnify the Licensor against such claims and reimburse the Licensor for the costs of an appropriate legal defence.

16.8 The Licensee is responsible for the actions of its employees, account users and customers as for its own actions.

17. Warranty

17.1 The statutory warranty provisions shall apply, with the exception that the Licensor shall not be liable, regardless of fault, for damage that already existed when the Platform was made available (Section 536a (1) BGB) and the customer’s right to rectify defects himself is excluded (Section 536a (2) BGB).

17.2 The Licensor’s warranty shall lapse in the event of defects caused by one of the circumstances listed under 9.6.

17.3 The Licensee is obliged to notify the Licensor immediately in text form of any defects in the Platform in such a way that the Licensor is able to reproduce the defect. The Licensor shall not be responsible for any damage incurred by the Licensee due to late notification of a defect.

17.4 In the event of a defect, the Licensor shall be entitled to rectify the defect twice before the Licensee is entitled to any further rights.

18. Force majeure

If the Licensor cannot perform or cannot perform on time due to force majeure or unforeseeable events for which it is not responsible, regardless of whether these events occur at the Licensor or its auxiliary persons, the Licensor shall be entitled to postpone the services for the duration of the hindrance plus a reasonable start-up time or to withdraw from the contract in whole or in part - insofar as the hindrance persists for an unforeseeable period of time.

19. Statute of limitations

All claims arising from and in connection with this contract against the Licensor and/or its auxiliary persons, in particular claims for defects, claims for damages or claims for reimbursement of expenses, shall become time-barred after one year, irrespective of whether they are contractual or statutory claims. The commencement of the limitation period shall be governed by the statutory provisions. The limitation period shall not apply in cases of (i) intent, (ii) gross negligence, (iii) breach of a material obligation within the meaning of clause 14.2, (iv) personal injury, (v) liability under the Product Liability Act and (vi) fraudulent concealment of a defect. The Licensee’s right to rectification of defects shall remain unaffected during the term of this Agreement.

20. Secrecy

20.1 Each party (“receiving party“) shall keep confidential the information of the other party (“disclosing party“) of which it becomes aware in the course of the pre-contractual and contractual co-operation and which (i) has a commercial value and (ii) is marked as confidential or whose confidentiality results from the nature of the information or the nature of the disclosure, in particular technical specifications, customer relationships, business ideas and know-how and the content of this contract (“confidential information“), to maintain secrecy, not to use it for purposes other than the fulfilment of this contract, not to disclose it to third parties and to protect it appropriately against unauthorised access by third parties.

20.2 The receiving party undertakes in particular to

20.2.1 provide confidentiality measures as for its own confidential information, but in no case less stringent than a reasonable market standard and the state of the art,

20.2. 2keep all documents and materials containing Confidential Information separate from all other documents, materials and records and in such a way that they are identifiable as trade and business secrets of the disclosing party and protected against theft and unauthorised access,

20.2. 3not to make any copies of the confidential information unless this is necessary for the fulfilment of this contract and

20.2.4 notify the Disclosing Party immediately upon becoming aware of any actual or threatened unauthorised use or disclosure of Confidential Information and take all reasonable steps, with the assistance of the Disclosing Party if necessary, to prevent or stop such use or disclosure.

20.3 Confidential information does not include information of which the receiving party proves that

20.3.1 they are publicly known,

20.3.2 the disclosing party has waived its protection in writing,

20.3.3 they obtained the information other than through co-operation with the disclosing party, without being subject to a duty of confidentiality,

20.3.4 obtained the information by observing, examining, disassembling or testing a product or item that has been made publicly available; or

20.3.5 it is obliged to disclose it by law, court order or official order. In this case, the disclosing party must be informed of the disclosure as soon as and to the extent permitted by law.

20.4 The receiving party may only make the confidential information available to employees and subcontractors insofar as this is necessary for the fulfilment of this contract and insofar as they are obliged to maintain confidentiality at least in a manner corresponding to this contract.

20.5 The non-disclosure agreement shall survive the end of the co-operation between the parties by three years.

20.6 Upon termination of this contract, the parties shall immediately return to the disclosing party all documents and electronic documents containing confidential information or, if requested by the disclosing party in text form, delete them. The deletion shall be confirmed in writing at the request of the disclosing party.

21. Data protection

21.1 The parties undertake to comply with data protection regulations. Should it transpire that data protection measures not provided for in this Agreement are necessary or that additional agreements must be concluded, the parties shall implement the necessary measures in good faith. If the additional expense for the Licensor is not merely insignificant, the Licensee shall be obliged to remunerate the additional expense at the hourly rate stipulated in the order form for supplementary support services.

21.2 The Licensor will process the personal data of customers and platform users. The parties have therefore concluded a separate contract for order processing.

22. Export

Licensee agrees to comply with all applicable export regulations, embargoes and sanctions, including but not limited to those of the United States of America and the United Kingdom (“Export Laws“), and will not offer or provide services through the Platform in any country that is subject to applicable economic sanctions or other trade controls, unless Licensee has obtained an exemption. The Licensee warrants that it will not (i) use the Platform contrary to the provisions of export laws, (ii) use the Platform for any purpose prohibited by export laws, or (iii) provide services to any person/entity that is not authorised to use the Platform. The Licensor is entitled, but not obliged, to carry out any necessary checks of export laws and the Licensee shall provide the Licensor with all necessary information immediately upon request. The Licensee undertakes to indemnify the Licensor against all claims, actions, damages, fines and costs in any way connected with the Licensee’s non-compliance with export laws.

23. Final provisions

23.1 Amendments must be made in writing. This also applies to the amendment of this written form requirement.

23.2 The Licensee shall only be entitled to offset or withhold payment in the case of undisputed or legally established claims.

23.3The contractual relationship between the parties shall be governed exclusively by German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

23.4 The place of fulfilment and exclusive place of jurisdiction is Munich.

23.5 Should individual provisions of this contract be or become invalid, this shall not affect the validity of the remaining provisions. In place of an invalid provision, a provision that comes as close as possible to the intended purpose shall be deemed to have been agreed. This shall also apply in the event of loopholes in the contract.

Status of these terms of use: April, 24th, 2024