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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“), real-time transcription and translation solutions (“Speech“), and an AI-powered service for the automated creation of summaries and minutes from audio and video recordings as well as meeting transcripts (“Summaries“). The content is made available via the Video.Taxi platform (“Platform“). Optionally, customers may additionally agree with the Licensor on the provision of a media library, automatic or editable subtitling (for VoD and Streaming), automatic translation of subtitles, the creation of new audio tracks (Voice-Over), and/or the setup of payment barriers (Pay per View). The Licensor’s offerings are directed exclusively at entrepreneurs within the meaning of § 14 of the German Civil Code (BGB).
The Licensee makes use of the Licensor’s services and wishes to make video material (“Content“) available to its customers (“Customers“) via the Platform and in a video player (“Player“).
The Licensor and the Licensee (collectively also “Parties“ and individually also “Party“) have agreed on the use of the Platform in an online order form (“Order Form“). In addition to the provisions set out in the Order Form, the following “Terms of Use“ shall apply (together with the Order Form, the “Agreement“):
1.1 The subject matter of the Agreement is the Licensor’s services as agreed upon by the Parties in the Order Form.
1.2 The scope of use agreed upon in the Order Form may be limited by the number and duration of the Content, the number of users, the quality of provision, or other factors specified therein.
1.3 The Licensor will make the Content available for the maximum number of viewers agreed upon in the Order Form. Should the maximum number of viewers be exceeded and the Content be made available to a larger audience, which the Licensor is not obliged to do, the Licensor shall not be liable for any disruptions arising from too many users accessing the Content simultaneously.
1.4 Support is provided by the Licensor exclusively to the Licensee in accordance with the provisions under Section 12. The Licensor is not obliged to respond to direct inquiries from Customers.
1.5 The Licensor may offer free use during a trial period for a period agreed upon in the Order Form in accordance with the provisions under Section 13 (“Trial Period“).
1.6 The conclusion of the Agreement between the Parties is governed by the following provisions:
1.6.1 The Licensee may initially register on the Licensor’s website by entering its company name, the name of the person completing the registration, that person’s e-mail address, a password, and a telephone number. Following verification of the e-mail address via a double opt-in procedure, the Licensee may log in to the Platform. A successful registration does not give rise to any further performance obligations on the part of either Party.
1.6.2 Once registered pursuant to Section 1.6.1, the Licensee may book the Platform’s services via the Order Form. The online information regarding the Licensor’s services and the provision of the Order Form do not constitute an offer within the meaning of § 145 BGB, but rather an invitation to submit an offer.
1.6.3 By submitting the Order Form, the Licensee submits a binding offer. The Agreement is concluded upon activation of the services agreed upon in the Order Form within the portal or upon a separate confirmation by the Licensor via e-mail.
2.1 The Licensor grants the Licensee a worldwide, non-exclusive, non-transferable right, limited to the term of the Agreement, to use the Platform and the Player in order to publish its Content in accordance with the scope specified in the Order Form. The right of use is limited to cloud-based use of the Platform on hardware designated by the Licensor for this purpose. The Licensee is further entitled to embed the Content via the Player or its own player into any number of its own websites or third-party websites. Use in social media or RTMP destinations is permitted only to the extent specified in the Order Form.
2.2 The Licensee must comply with the scope of license agreed upon in the Order Form. The Licensor may, at its own discretion, technically prevent any overuse, permit it without restriction, or make it conditional on an upgrade of services. If overuse is possible without booking an upgrade and the Licensee exceeds the contractually agreed scope, the Licensor is entitled to charge an appropriate additional fee, to be determined at the Licensor’s reasonable discretion taking into account the agreed price, the booked scope of use, and the extent of the overuse. If an additional fee has been agreed upon at the time of conclusion of the Agreement, that fee shall be payable by the Licensee. If no additional fee has been agreed upon therein, a reasonable fee shall be payable, to be determined based on the extent of the overuse in proportion to the agreed scope of use. To the extent that a scope of use has been agreed upon for a specific period (“Usage Period“) (e.g., the number of live streams per month), unused services shall expire at the end of the Usage Period and may not be carried over to the next Usage Period.
2.3 The Licensee is entitled to create accounts for its employees, subcontractors, or customers, through which they can provide and manage Content (“Account Users“). The number of permitted accounts is agreed upon by the Parties in the Order Form. Where multiple main accounts are provided for, the Licensee may create separate access credentials for separate Content (e.g., for multiple customers). The Licensee shall require Account Users to choose a secure password and to keep their access credentials confidential and protected from unauthorized access by third parties.
2.3a Named User Requirement
Each account must be assigned to a specific natural person (a “Named User“). The creation and use of shared accounts, group accounts, or departmental accounts used jointly or interchangeably by multiple persons is not permitted. The simultaneous or successive use of one account by different natural persons constitutes a breach of contract.
The Licensee shall ensure that its Account Users comply with this requirement and do not share their access credentials with third parties. Upon a Named User leaving the Licensee’s organization, the Licensee shall immediately deactivate the relevant account or reassign it to another natural person. The transfer of an account is only permissible if the original user has permanently left the organization; simultaneous use of an account by multiple persons, including alternating use, is not covered thereby and remains prohibited.
2.4 The Licensee acknowledges that the exclusive rights to the Platform and all technologies contained therein and documentation made available are vested in and shall remain with the Licensor. Nothing in this Agreement shall be construed as transferring to the Licensee any rights in the Platform or any part thereof. All rights in the Platform not expressly granted to the Licensee under this Agreement are reserved by the Licensor.
2.5 The Licensee may not use the Platform for any purpose other than those agreed upon in this Agreement and must protect its access credentials from unauthorized access by third parties. Without limiting the generality of the foregoing, the Licensee is in particular not permitted to:
2.6 The statutory rights of the Licensee pursuant to §§ 69d(2) and (3) and 69e of the German Copyright Act (UrhG) remain unaffected, provided that (i) any decompilation of the Platform pursuant to § 69e UrhG may only be carried out after a prior written request to the Licensor in which the Licensee requests the required information and the Licensor fails to provide such information within two weeks, and (ii) the Parties conclude an appropriate confidentiality agreement ensuring the protection of the Platform and source code from third-party access.
2.7 The Licensor is only obliged to design the Platform so that it functions in the current version and the two preceding versions of the common browsers Firefox, Chrome, Safari (with the exception of Video.Taxi Studio), and Edge, and with hardware corresponding to the current state of the art.
3.1 The Licensee is solely responsible for the production and provision of the Content.
3.2 The Licensor is not obliged to review the Content with regard to its technical suitability, quality requirements, viruses, or possible infringement of rights.
3.3 The Licensee shall monitor the provision of the Content and notify the Licensor of any disruptions in accordance with the provisions under Section 11.4.
3.4 The Content must comply with the scope agreed upon in the Order Form, in particular with regard to its duration. If the scope is exceeded, the Licensee is obliged to pay an appropriate additional fee, to be determined at the Licensor’s reasonable discretion taking into account the agreed price, the booked scope of use, and the extent of the overuse.
3.5 The Licensee grants the Licensor the non-exclusive, irrevocable, worldwide right to make the Content publicly accessible, to broadcast it, and to carry out all reproductions, distributions, and adaptations necessary for this purpose. The Licensor is in particular permitted to have subtitles of the Content created automatically or by employees or subcontractors (“Auxiliary Persons“) and to have translations thereof and new audio tracks produced automatically or by Auxiliary Persons. Further adaptations of the content are permissible only if limited to technical changes that do not alter the content itself. Section 3.9 remains unaffected.
3.6 The Licensor is entitled to transfer the rights granted under Section 3.5 to Auxiliary Persons who provide services in connection with the offering of the Platform and the Licensor’s services.
3.7 The Licensee shall ensure that (i) it holds all necessary rights that it grants to the Licensor under Section 3.5, (ii) the Content does not contain offensive, racist, adult, youth-endangering, violence-glorifying, sexist, pornographic, defamatory, or immoral material and does not infringe 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 viruses or other harmful components that could impair the Platform, the Licensor, and/or the users in any way. This applies worldwide, as no geographic restriction on the accessibility of the Content has been agreed upon.
3.8 The Licensee grants users of the Platform (“Platform Users“) the worldwide, non-exclusive right to access the Content and to carry out all reproductions, distributions, and adaptations necessary for this purpose.
3.9 Should the Licensor have concrete indications that the Content (i) wholly or partially violates this Agreement and/or third-party rights and/or statutory provisions, and/or (ii) contains viruses or may otherwise impair the Platform or the Licensor’s services, the Licensor is authorized to block or remove the Content. The Licensor shall notify the Licensee thereof immediately, stating the reasons. If the Licensee remedies the violation, the Licensor will release the Content again or enable a renewed upload. The agreed remuneration is not affected by a justified blocking or removal, nor is the Licensor’s right to extraordinary termination.
3.10 The Licensee alone is responsible for ensuring compliance with all statutory and regulatory requirements and for obtaining any approvals, licenses, and permits required for the publication of the Content. The Licensor is not and cannot be required to verify whether the offering of the Content requires a broadcasting license. 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 youth protection regulations.
4.1 The Licensee decides at its own discretion whether to make the Content available to all Platform Users or in a restricted area that allows only its Customers to access it upon entry of an access code (“Restricted Area“). The Licensor may in the future additionally provide for a Restricted Area accessible only via a login assigned by the Licensee to Customers, but is not obliged to do so.
4.2 The setup of the Restricted Area is the responsibility of the Licensee.
4.3 If access is granted by way of a login, the Licensee manages its Customers’ access credentials.
4.4 If access is possible via access codes, the following provisions shall apply:
4.4.1 The Licensee is responsible for generating the access codes via the Platform.
4.4.2 Access codes must consist of 13 digits and/or uppercase letters and must not contain umlauts or special characters (example: 6P7J7-J5O8-46GV). The number of generated access codes must not exceed any number agreed upon in the Order Form. If the scope is exceeded, the Licensee is obliged to pay an appropriate additional fee, to be determined at the Licensor’s reasonable discretion taking into account the agreed price, the booked scope of use, and the extent of the overuse.
4.4.3 An access code may only be used once, in the sense that multiple users cannot simultaneously initiate Streaming using one access code. If an access code is used multiple times, the first Streaming initiated will be interrupted after a period of time. For a transitional period, multiple Streaming sessions based on the same access code may therefore occur.
4.5 The Licensor is solely responsible for granting access to the Content only to Customers who possess an access code communicated by the Licensee or the corresponding login credentials. The Licensor is not obliged to carry out any further verification of the Customer’s entitlement (e.g., with regard to payment to the Licensee or the Customer’s age).
4.6 Blocking of access codes or login credentials may be carried out by the Licensor at the Licensee’s request, but the Licensor is not obliged to do so. In particular, the Licensor is not obliged to ensure that a Content retrieval initiated by a Customer using an access code communicated by the Licensee or after a successful login is subsequently interrupted.
4.7 The Licensor enables the Licensee to save the Content after the Streaming time via a download link made available to the Licensee. The Licensee may configure the period during which a download is possible after the broadcast. The Licensor will not provide Platform Users with the ability to record Content.
5.1 If the provision of Streaming is agreed upon in the Order Form, the following provisions shall apply.
5.2 The Licensee is solely responsible for delivering the encoded signal. It shall set up and start the signal transmission on the Platform itself. At the Licensee’s choice, the Licensor will either provide the Licensee with an RTMP ingest address via which the Licensee delivers the signal, or the Licensee enters an RTMP pull address on the Platform via which the Licensor retrieves the signal.
5.3 The Licensor is obliged to provide the live stream in the quality agreed upon 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 notify the Licensee that the transmitted signal does not meet the maximum quality owed by the Licensor.
5.5 Accessibility or storage of Content beyond the Streaming Time is not part of Streaming but is only owed if the provision of VoD has also been agreed upon.
5.6 The Licensor will make the Content accessible at the Streaming Time in a manner that allows Platform Users to retrieve it in accordance with the Agreement.
5.7 The Licensee may conduct two independent test streams via the Platform prior to the Streaming Time and notify the Licensor of any errors in text form.
5.8 The Licensor additionally makes Video.Taxi Studio available to the Licensee for conferences, subject to the following provisions:
5.8.1 Content exchanged via Video.Taxi Studio is deemed to be Content within the meaning of the provisions under Section 3.
5.8.2 To the extent that Video.Taxi Studio permits the recording of video conferences, which the Licensor is not obliged to provide, the Licensee is solely responsible for ensuring that such recording does not infringe any third-party rights. The Licensee is aware that recording audio and video without the consent of the participants may constitute a criminal offence.
6.1 If the provision of VoD is agreed upon in the Order Form, the following provisions shall apply.
6.2 The Licensee shall independently upload to the Platform the Content it wishes to make available for retrieval.
6.3 If it is agreed in the Order Form that the Licensee will set up its own media library in which it offers Content, the Licensee is responsible for the setup and design thereof. The provisions agreed for Content under Sections 3.2 and 3.5 to 3.10 shall apply to the content available in the media library alongside the Content (texts, images, etc.).
7.1 If the provision of subtitles is agreed upon in the Order Form, the following provisions shall apply.
7.2 The Licensor is obliged to generate subtitles automatically using software. Provision in editable form is only owed if this is expressly agreed upon in the Order Form. The Licensee is aware that automated subtitling may contain errors. Error-free subtitling is therefore not agreed upon.
7.3 To the extent expressly additionally agreed upon in the Order Form, the Licensor will also provide subtitles in translation in the languages specified therein. Provision in editable form is only owed if this is expressly agreed upon in the Order Form. The Licensee is aware that automated translation may contain errors. Error-free translation is therefore not agreed upon.
7.4 The Client is aware that subtitling that is fully synchronized with the spoken word is not possible and that slight deviations may occur.
7.5 For the calculation of costs when generating an automatically transcribed or translated subtitle track, the total length of the underlying video or live stream serves as the basis for calculation.
7.6 In the case of subsequent corrections of subtitles for videos, the length of the text block containing the correction shall be used as the basis for cost calculation.
8.1 If the provision of Voice-Over is agreed upon 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. Provision of Voice-Over tracks in editable form is only owed if this is expressly agreed upon 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, emphasis errors, and deviations in intonation. Error-free Voice-Over generation is therefore not agreed upon.
8.4 It is noted that due to technical limitations, Voice-Over generation that is fully synchronized with the originally spoken word is not possible. Slight temporal deviations between the video or audio and the Voice-Over track may occur.
8.5 To the extent expressly additionally agreed upon in the Order Form, the Licensor will endeavour to optimize the quality of the Voice-Over tracks through the use of advanced language processing technologies and, where applicable, manual post-processing. These additional services are to be remunerated separately.
8.6 Synthetic voices may be used for the creation of Voice-Over tracks. These synthetic voices may, to the extent technically feasible, be modelled on the original speaker’s voice in order to achieve greater authenticity and recognizability of the Voice-Over tracks.
8.6.1 The adaptation of synthetic voices to the original voice requires the express consent of the rights holder of the original voice. The Licensee is responsible for obtaining such consent.
8.6.2 The Licensor will make all reasonable efforts to ensure the quality and similarity of the modelled synthetic voices to the original voices. However, no guarantee can be given for an exact match between the synthetic voices and the original voices.
8.6.3 The use of modelled synthetic voices must not result in any infringement of personal rights, copyrights, or other rights of the original speakers. The Licensee shall indemnify the Licensor against all third-party claims arising from any such infringement.
8.7 The fees for the use of the Voice-Over functionality depend on the subscription model selected by the Licensee. If free minutes for Voice-Over use are included, any excess over the included minutes will be invoiced separately at the end of the month.
8.7.1 For the calculation of costs when generating a new Voice-Over track, the total length of the underlying video serves as the basis for calculation.
8.7.2 In the case of subsequent corrections, the length of the text block containing the correction shall be used as the basis for cost calculation.
9.1 If the provision of the Speech service is agreed upon in the Order Form, the following provisions shall apply.
9.2 The Licensor provides a service that transcribes and translates spoken language in real time. The output is provided either in text form on a website or via 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, among others, inaccurate transcriptions, translation errors, and deviations in semantics. Error-free real-time transcription and translation is therefore not agreed upon.
9.4 The Licensor will make reasonable efforts to ensure the accuracy and reliability of the Speech service. This includes the use of advanced speech recognition and translation technologies as well as regular system updates to improve performance.
9.5 The use of synthetic voices for the output of translated content is subject to the respective license terms of the technology used. The Licensee is obliged to comply with these terms and to ensure that the use of synthetic voices does not infringe any third-party rights.
9.6 The Licensor shall not be liable for direct or indirect damages arising from the use of the Speech service, unless such damages result from the Licensor’s gross negligence or wilful misconduct.
9.7 The Licensee is not permitted to use the Speech service for content that is unlawful or infringes third-party rights. In the event of a breach, the Licensor reserves the right to immediately block access to the service and to take legal action.
9.8 To the extent technically feasible and expressly agreed upon in the Order Form, the synthetic voices used for the output of the transcribed and translated content may be modelled on the original speaker’s voice. This includes the adaptation of the synthetic voice with regard to the tone, emphasis, and characteristics of the original voice in order to achieve greater authenticity and recognizability.
9.8.1 The creation and use of modelled synthetic voices requires the express consent of the rights holder of the original voice. The Licensee is responsible for obtaining such consent and must provide corresponding proof when using the service.
9.8.2 The Licensor will take reasonable technical measures to ensure the quality and similarity of the modelled synthetic voices. However, it cannot be guaranteed that the synthetic voice will in every case be an exact reproduction of the original voice.
9.8.3 The use of modelled synthetic voices must not result in any infringement of personal rights, copyrights, or other protected rights of the original speakers. The Licensee shall indemnify the Licensor against all third-party claims that may arise from any such infringement.
9.9 The Speech service is billed per minute based on the number of languages translated.
9.10 If only a transcription is created, this is charged as one language.
9.11 For translations, transcription is not charged separately; only the number of languages translated is invoiced.
9.12 The basis for calculation is always the period in minutes during which the application is active, i.e., between start and stop.
10.1 Unless otherwise agreed upon 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 made available in a Restricted Area. However, the Licensee is entitled to make access codes or login credentials available to its Customers only against payment. The processing thereof is the sole responsibility of the Licensee. The Licensor bears no obligations in this regard.
10.2 To the extent agreed upon in the Order Form, the Licensor will provide the ability 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 additionally an access code by e-mail, which can then be used to log in again after an interruption. Payment processing is handled by a payment service provider.
10a.1 Scope of Application
If the provision of the Summaries service is agreed upon in the Order Form, the following provisions shall apply in addition to the other provisions of this Agreement. Unless otherwise provided below, the provisions on Content (Section 3), Liability (Section 16), and Data Protection (Section 21) shall apply in particular.
10a.2 Service Description
The Licensor makes available to the Licensee an AI-powered service that automatically analyses audio and/or video recordings as well as meeting transcripts or other records of sessions, appointments, and conversations, and generates structured summaries and draft minutes in text form from these (“Summaries Service“). The summaries may in particular include:
The specific scope of services agreed upon (e.g., types of minutes, languages, integration options) is governed by the Order Form.
10a.3 Technical Parameters and Supported Input Formats
The technical requirements for files provided for processing – in particular supported file formats, maximum file sizes and durations, and other technical parameters – are set out in the Licensor’s current product documentation (e.g., online help, release notes, or the Platform interface). The Licensor is entitled to adjust these technical parameters in the course of further development of the Summaries Service; it will inform the Licensee of material changes within a reasonable period. The Licensee is obliged to review the current technical specifications prior to each upload.
10a.4 Licensee’s Responsibilities
The Licensee is solely responsible for:
10a.5 Output Quality
The Licensee is aware that AI-powered summarization and speaker recognition may exhibit technically conditioned inaccuracies. These include in particular transcription errors, errors in speaker attribution, incomplete or inaccurate reproduction of discussions, and erroneous recognition of resolutions or voting results. Substantively error-free or complete summaries are not agreed upon. Recognition quality depends significantly on the audio quality of the recordings provided; the Licensor’s recommendations regarding audio quality (in particular clean microphone recordings and reduced ambient noise) are noted.
10a.6 Speaker Recognition and Personal Data
To the extent that the Licensee uploads participant lists containing personal data, the Licensee is responsible for the lawfulness of such data transmission. The Licensor processes this data exclusively for the purpose of providing the Summaries Service. With regard to the processing of personal data in connection with the Summaries Service, Section 21 and the separately concluded data processing agreement shall apply.
10a.7 Remuneration and Billing Model
Remuneration for the Summaries Service is governed by the billing model agreed upon in the Order Form. The basis for billing is, depending on the agreed model:
Unused session quotas for a billing period shall expire at the end of the period and shall not be carried over to the following period, unless otherwise agreed in the Order Form.
If the Licensee exceeds the number of sessions or licensed Named Users agreed upon in the Order Form, the Licensor is entitled to charge an appropriate additional fee for the excess usage, based on the agreed price per session or per Named User.
10a.8 Data Deletion and Retention
The uploaded audio and video recordings as well as the generated transcripts and summaries are managed by the Licensee itself. The Licensee independently decides on the retention and deletion of files and results stored in the Summaries Service. The default platform setting does not provide for automatic deletion. The Licensee has the option to delete files manually at any time or to set up automated deletion after a retention period determined by the Licensee itself.
It is the sole responsibility of the Licensee to configure the chosen retention periods in such a way that they comply with applicable data protection requirements – in particular the principle of storage limitation pursuant to Art. 5(1)(e) GDPR. The Licensor accepts no responsibility for data protection violations resulting from the Licensee failing to configure any deletion settings or configuring inadequate deletion settings. The Licensee is also solely responsible for backing up any results it requires prior to their deletion.
10a.9 Indemnification
The Licensee shall indemnify the Licensor against all third-party claims arising from:
11.1 The Licensor warrants that the Content will be available on the Platform in the form provided by the Licensee. The Parties are aware that for various reasons the retrieval of Content may temporarily not run smoothly and that brief and isolated interruptions, regardless of their cause, do not constitute a defective performance by the Licensor.
11.2 The Platform is available on average 98% of the time per calendar year (“Availability Time“), provided that the Platform is used in the contractually agreed manner.
11.3 Availability is calculated by subtracting the downtime periods that do not count as Availability Time pursuant to Section 11.6 (“Downtime“) from the maximum possible availability time (“Maximum Availability“), dividing by Maximum Availability, and multiplying by 100. The formula is as follows:
(Maximum Availability – Downtime) / Maximum Availability × 100
11.4 The Licensee must notify the Licensor immediately of any Downtime not caused by announced maintenance work.
11.5 The Licensor is entitled to carry out regular maintenance work but will endeavour to keep interruptions to a minimum. The Licensor shall notify the Licensee no later than one week before the commencement of such work. In urgent cases, for example to close security vulnerabilities, the Licensor may shorten the notice period or, if not otherwise possible, commence maintenance work without prior notice. If prior notice is not possible, the Licensee must be informed immediately after the commencement of the work.
11.6 The following shall not count as Availability Time:
11.6.1 announced maintenance work;
11.6.2 unforeseeable, urgent maintenance work, e.g., to close security vulnerabilities;
11.6.3 force majeure or other events outside the Licensor’s control that were unforeseeable and could not have been prevented by the Licensor, in particular strikes, lockouts, unusual weather conditions, power failures, traffic disruptions, or pandemics (“force majeure“);
11.6.4 third 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;
11.6.7 an unreachable or disrupted landing page of the Licensee;
11.6.8 failure to conduct test streams prior to a Streaming event, to the extent that the disruption could have been prevented by a prior test and a corresponding notification of errors to the Licensor;
11.6.9 Content that has been removed or blocked due to being impermissible;
11.6.10 failure to provide timely notification of a disruption or failure to cooperate or delayed cooperation on the part of the Licensee;
11.6.11 exceeding the agreed number of viewers;
11.6.12 faulty access codes or login credentials transmitted by the Licensee.
11.7 The Licensor is not responsible for disruptions pursuant to Section 11.6. It may nevertheless endeavour to assist with resolving the disruption to the extent reasonable and appropriate, but is not obliged to do so.
12.1 The Licensor provides support services by telephone and e-mail Monday to Friday between 09:00 and 17:00 (“Service Hours“).
12.2 Support services cover only questions relating to the use of the Platform. The Licensee may commission further support services at the hourly rate specified in the Order Form, in particular with regard to support relating to configurations at the Licensee’s end.
12.3 The Licensor offers a response time of 48 hours during Service Hours, unless otherwise agreed in the Order Form. Time outside Service Hours is not counted.
12.4 The following are not covered by support:
12.4.1 services outside the agreed Service Hours;
12.4.2 services relating to Content and disruptions connected with the software or hardware used by the Licensee or its users, or with the internet connection;
12.4.3 services required because the Licensee fails to fulfil its cooperation obligations.
12.5 The Licensor is entitled, but not obliged, to carry out updates to the Platform. Warranty claims remain unaffected.
13.1 If the Parties have agreed on a Trial Period, the Agreement is concluded with the scope of services agreed upon in the Order Form without the Licensee owing any remuneration therefor.
13.2 The scope of services during the Trial Period is determined by the scope of services selected by the Licensee in the Order Form. The Licensor may impose further restrictions within the Trial Period as set out in the Order Form.
13.3 During the Trial Period, the Licensor and persons whose fault the Licensor is responsible for under statutory provisions shall be liable only – to the extent that liability under the Product Liability Act does not apply –
13.3.1 for intent and gross negligence (§ 599 BGB);
13.3.2 if the Licensor fraudulently concealed a defect (§ 600 BGB); and
13.3.3 for slight negligence in the event of injury to life, body, or health.
13.4 The Licensee is entitled to make use of a Trial Period only once per service. If the Licensee makes use of a Trial Period again (e.g., by registering with different registration details), it is obliged to pay the remuneration agreed for the period after the Trial Period also for the Trial Period.
13.5 The Licensee may terminate the Trial Period no later than the penultimate day of the Trial Period via the Platform. If the Licensee does not do so, the Trial Period ends automatically, without the contractual term pursuant to Section 14.1 thereafter commencing.
13.6 Unless otherwise provided, the provisions of the Agreement shall otherwise apply during the Trial Period.
14.1 The Agreement commences at the time agreed upon in the Order Form and is for an indefinite term (“Contract Term“). If an annual fee is agreed upon, the Agreement may be terminated with one month’s notice to the end of each contract year; if a monthly fee is agreed upon, the Agreement may be terminated with one month’s notice to the end of the next contract month. A contract year begins on the date of conclusion of the Agreement and ends one day before the same date in the following year; a contract month begins on the date of conclusion of the Agreement and ends one day before the same date in the following month. This applies correspondingly for subsequent years. If a Trial Period has been agreed upon and the Agreement is not terminated at the end thereof pursuant to Section 14.4, the Contract Term shall commence on the first day after the end of the Trial Period. Termination with a different notice period, in particular pursuant to §§ 627 or 648 BGB, is excluded.
14.2 The right of either Party to terminate the Agreement for good cause with extraordinary notice remains unaffected. § 543(2)(1) BGB shall not apply.
14.3 Upon termination of this Agreement, the Licensee must immediately cease use of the Platform. The Licensor is entitled to delete all Content immediately after the end of the Agreement.
14.4 The right of either Party to terminate with extraordinary notice remains unaffected.
14.5 Termination must be in written form.
15.1 The Licensee shall pay the Licensor the remuneration agreed upon in the Order Form for the provision of the services.
15.2 All amounts stated in the Order Form are exclusive of applicable statutory value added tax.
15.3 The Licensor offers credit card payment and PayPal as payment methods. Processing is handled by a payment service provider. The Licensor may offer additional payment methods at any time. If the Licensor offers payment by invoice, activation of the services on the Platform is conditional upon receipt of the agreed payment for the Contract Term. If a Trial Period has been agreed upon, activation of the services for the Contract Term is conditional upon receipt of the agreed payment for the Contract Term. The Licensor may also make conclusion of the Agreement conditional upon a review of the Licensee. Confirmation of the Agreement pursuant to Section 1.6 may in such case take place after the review.
15.4 Remuneration is payable monthly for monthly agreements and annually for annual agreements (each a “Remuneration Period“). Payment is due in advance at the beginning of each Remuneration Period.
15.5 In addition to the fixed fees for regular services, usage-based services may be incurred that are not included in the regular scope of services (e.g., additional subtitling, Voice-Over creation, additional Summaries sessions). These services are charged based on actual usage.
15.6 Usage-based services are invoiced monthly. The amount of remuneration is based on the extent of services used during the preceding month. A detailed breakdown of usage-based services will be made available to the Licensee at the end of each billing month.
16.1 The Licensor’s liability for payment of damages and reimbursement of expenses is excluded, except as otherwise provided in the following provisions.
16.2 The exclusion of liability does not apply to damages caused by culpable breach of a material contractual obligation in a manner that jeopardizes the achievement of the purpose of the Agreement. Material contractual obligations are those whose fulfilment makes proper performance of the Agreement possible in the first place and on whose compliance the contractual partner regularly relies and may rely. Liability is, however, limited to the damage typical for this type of contract, the occurrence of which each party had to reckon with at the time of concluding the Agreement based on the circumstances known to it at that time. With regard to such typical contractual damage, the Licensor’s liability for property damage and consequential financial loss arising therefrom is limited to EUR 50,000.00 per loss event.
16.3 The exclusion of liability does not apply to damages arising from injury to life, body, or health based on a negligent breach of duty by the Licensor, nor to damages based on an intentional or grossly negligent breach of duty by the Licensor.
16.4 To the extent that the Licensor’s liability is excluded or limited, this also applies to the liability of its legal representatives, employees, and vicarious agents.
16.5 Where the Licensor has given a guarantee, the content of such guarantee is not affected by the foregoing limitation of liability.
16.6 Any liability under the Product Liability Act remains unaffected.
16.7 Should the Licensor be held liable by third parties or authorities because the Content infringes their rights and/or statutory provisions, in particular in the event of a violation of broadcasting or data protection regulations, the Licensee shall indemnify the Licensor against such claims and reimburse it for the costs of reasonable legal defence.
16.8 The Licensee is responsible for the actions of its employees, Account Users, and Customers as if they were its own actions.
17.1 The statutory warranty provisions shall apply, with the exception that the Licensor shall not be liable without fault for damages existing at the time of making the Platform available (§ 536a(1) BGB), and the right of the Licensee to remedy defects itself is excluded (§ 536a(2) BGB).
17.2 The Licensor’s warranty obligation shall lapse in the case of defects based on any of the circumstances set out in Section 11.6.
17.3 The Licensee is obliged to notify the Licensor of any defects in the Platform immediately in text form, in a manner that enables the Licensor to reproduce the defect. The Licensor is not responsible for any damage incurred by the Licensee as a result of late notification of a defect.
17.4 In the event of a defect, the Licensor is entitled to two attempts at remedy before the Licensee becomes entitled to further remedies.
If the Licensor is unable to perform or unable to perform on time due to force majeure or unforeseeable events for which it is not responsible, regardless of whether such events occur at the Licensor’s premises or those of its Auxiliary Persons, the Licensor is entitled to postpone performance for the duration of the impediment plus a reasonable start-up period, or to withdraw from the Agreement in whole or in part if the impediment is of indefinite duration.
All claims arising from or in connection with this Agreement against the Licensor and/or its Auxiliary Persons, in particular claims for defects, damages, or reimbursement of expenses, shall become time-barred after one year, regardless of whether such claims are contractual or statutory in nature. The commencement of the limitation period is governed by the statutory provisions. The limitation period does not apply in cases of (i) intent, (ii) gross negligence, (iii) breach of a material obligation within the meaning of Section 16.2, (iv) personal injury, (v) liability under the Product Liability Act, and (vi) fraudulent concealment of a defect. The Licensee’s right to subsequent performance remains unaffected during the term of this Agreement.
20.1 Each Party (“Receiving Party“) shall maintain confidentiality regarding the information of the other Party (“Disclosing Party“) that it becomes aware of in the course of pre-contractual and contractual cooperation and that (i) has economic value and (ii) is designated as confidential or whose confidential nature is evident from the nature of the information or the manner of disclosure, in particular technical specifications, customer relationships, business ideas and know-how, and the content of this Agreement (“Confidential Information“), shall not use it for purposes other than the fulfilment of this Agreement, shall not disclose it to third parties, and shall protect it adequately against unauthorized access by third parties.
20.2 The Receiving Party undertakes in particular to:
20.2.1 implement confidentiality measures at least as stringent as those applied to its own Confidential Information, and in no event less stringent than what corresponds to an appropriate market standard and the state of the art;
20.2.2 store all documents and materials containing Confidential Information separately 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 are protected against theft and unauthorized access;
20.2.3 not make copies of the Confidential Information except to the extent necessary for the performance of this Agreement; and
20.2.4 notify the Disclosing Party immediately upon becoming aware of any actual or threatened unauthorized use or unauthorized disclosure of Confidential Information, and to take all reasonable measures to prevent or stop such use or disclosure, if necessary with the support of the Disclosing Party.
20.3 Confidential Information does not include information that the Receiving Party can demonstrate:
20.3.1 is publicly known;
20.3.2 the Disclosing Party has waived protection of in writing;
20.3.3 was obtained by the Receiving Party through means other than cooperation with the Disclosing Party, without being subject to any confidentiality obligation;
20.3.4 was obtained by the Receiving Party through observation, examination, reverse engineering, or testing of a product or object that was made publicly available; or
20.3.5 the Receiving Party is required to disclose by law, court order, or regulatory authority. In such case, the Disclosing Party shall be notified of the disclosure as soon as and to the extent legally permissible.
20.4 The Receiving Party may disclose Confidential Information to employees and subcontractors only to the extent necessary for the performance of this Agreement and provided that such persons are bound by confidentiality obligations at least equivalent to those under this Agreement.
20.5 The confidentiality obligation shall survive the end of the Parties’ cooperation by three years.
20.6 Upon termination of this Agreement, the Parties shall immediately return to the Disclosing Party all documents and electronic files containing Confidential Information or, if so requested in text form, shall delete them. Deletion shall be confirmed in writing at the request of the Disclosing Party.
21.1 The Parties undertake to comply with data protection regulations. Should it become apparent that data protection measures not provided for in this Agreement are required or that further agreements need to be concluded, the Parties will implement the necessary measures in good faith. If the additional effort for the Licensor is more than negligible, the Licensee is obliged to compensate the additional effort at the hourly rate agreed in the Order Form for supplementary support services.
21.2 The Licensor will process personal data of Customers and Platform Users. The Parties have therefore separately concluded a data processing agreement.
The Licensee undertakes 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 shall not offer or provide any services via the Platform in any country subject to applicable economic sanctions or other trade controls, unless the Licensee has obtained an exemption permit. The Licensee warrants that it will not use the Platform (i) in violation of the provisions of Export Laws, (ii) for any purpose prohibited by Export Laws, or (iii) to provide services to persons/entities not entitled to use them. The Licensor is entitled, but not obliged, to carry out necessary reviews under Export Laws, and the Licensee shall immediately provide the Licensor with all necessary information upon request. The Licensee undertakes to indemnify the Licensor against all claims, actions, damages, fines, and costs that are in any way connected with the Licensee’s non-compliance with Export Laws.
23.1 Amendments must be made in written form. This also applies to any amendment to this written form requirement.
23.2 The Licensee is entitled to offset or withhold payment only in respect of undisputed claims or claims that have been finally and conclusively established by a court.
23.3 This Agreement is governed exclusively by German law, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
23.4 The place of performance and exclusive place of jurisdiction is Munich.
23.5 Should any provision of this Agreement be or become invalid, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by what most closely approximates the intended purpose. The same applies in the event of any gaps in the Agreement.
Version of these Terms of Use: 18 February 2026 (Previous version: 30 January 2025)