AGB / General Licensing Terms

AGREEMENT TO TERMS

This Software License Agreement (the “Agreement”) is between you (“Customer”, “you”) and StageMe GmbH, Speditionstraße 15A 40221 Düsseldorf, Germany, represented by Mr Christian Wilhelm Roth (“Company”, “we”).

If you are agreeing to this Agreement not as an individual but on behalf of your company, government, or other entity for which you are acting (for example, as an employee or government official), then “you” or “Company” means your entity and you are binding your entity to this Agreement.

We may modify this Agreement from time to time, subject to the terms in Section 10 (Changes to this Agreement) below.

The Software is not intended for and should not be used by anyone under the age of 16. You must ensure that all Authorized Users are at least 16 years old.

The “Effective Date” of this Agreement is the date which is the earlier of (a) your initial access to or use of the Software (as defined below) or (b) the effective date of the first Order referencing this Agreement.

By clicking on the “I agree” (or similar button or checkbox) that is presented to you at the time of your Order, or by using or accessing the Software, you indicate your assent to be bound by this Agreement.  If you do not agree to this Agreement, do not use or access the Software.

1. This Agreement incorporates the Order Form / Licensing Proposal / Pricing Plan, as well as the attached Terms and Conditions and contains, among other things, warranty disclaimers, liability limitations and use limitations.
2. Except as otherwise permitted by this Agreement, no variation to its terms will be effective unless in writing and agreed by both parties.
3. This Agreement governs your initial purchase of StageMe’s software, access to StageMe’s platform and services, support and maintenance for the software, and any additional services, as well as any future purchases made by you that reference this agreement.

1. SaaS Services and Support

Subject to the terms of this Agreement, the Company will use commercially reasonable efforts to provide the Customer with the Services.

Subject to this Agreement, the Company will provide the Customer with reasonable technical support services in accordance with the Company’s standard practice.

2. Restrictions and Responsibilities

The Customer must not reverse compile, disassemble, remove, release, disclose, reveal, copy, extract, modify or otherwise reverse engineer all or any part of the Services or any software, documentation or data related to the Services.

The Customer represents, covenants and warrants that the Customer will use the Services only in compliance with the Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations.

The Customer hereby agrees to indemnify and hold harmless the Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and legal fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from the Customer’s use of Services. Although the Company has no obligation to monitor the Customer’s use of the Services, the Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

The Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). The Customer shall also be responsible for maintaining the security of the Equipment, the Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of the Customer account or the Equipment with or without the Customer’s knowledge or consent.

3. Confidentiality and Proprietary Rights

Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (referred to as “Proprietary Information” of the Disclosing Party).

Proprietary Information of the Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of the Customer includes non-public data provided by the Customer to the Company to enable the provision of the Services (“Customer Data”), including orders, client contact details etc.

1. The Receiving Party agrees:
2. to take reasonable precautions to protect such Proprietary Information, and
3. not to use (except in performance of the Services or as otherwise permitted in this Agreement) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without the use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

The Customer shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to the Customer as part of the Services. The Company shall own and retain all right, title and interest in and to (a) the Services, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.

Notwithstanding anything to the contrary, the Company shall have the right to collect and analyse data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and the Company will be free (during and after the term) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.

No rights or licenses are granted except as expressly set out in this Agreement.

4. Payment of Fees

The Customer will pay the Company the then applicable fees described in the Order Form / Licensing Proposal / Pricing Plan for the Services and Implementation Services in accordance with this Agreement (the “Fees”).

If the Customer’s use of the Services exceeds the Service Capacity set forth on the Order Form / Licensing Proposal / Pricing Plan or otherwise requires the payment of additional fees (per the terms of this Agreement, “Fees”), the Customer shall be billed for such usage and the Customer agrees to pay the additional fees in the manner provided in this Agreement.

The Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or the current renewal term, upon thirty (30) days prior notice to the Customer (which may be sent by email).

If the Customer believes that the Company has billed the Customer incorrectly, The Customer must contact the Company no later than 30 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to the Company’s customer support department.

The Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by the Company thirty (30) days after the mailing date of the invoice.

Unpaid amounts are subject to an interest charge of 5% per month on any outstanding balance, or the maximum permitted by law, whichever is higher, plus all expenses of collection and may result in immediate termination of Service.

Where applicable, any goods or services tax, charge, impost or duty payable in respect of this Agreement or the supply of any goods or service made under or in respect of this Agreement and any other taxes, duties or levies will be paid by the Customer at the then-prevailing rate.

5. Term and Termination

Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form / Licensing Proposal / Pricing Plan, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.

In addition to any other remedies, it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of non-payment), if the other party materially breaches any of the terms or conditions of this Agreement. The Customer will pay in full for the Services up to and including the last day on which the Services are contracted as per the Order Form / Licensing Proposal / Pricing Plan. Upon any termination, the Company will make Customer Data available to the Customer in a form the Company deems appropriate for a period of thirty (30) days, but thereafter the Company may, but is not obligated to, delete stored Customer Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

6. Warranty and Disclaimer

The Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner that minimises errors and interruptions in the Services and shall perform the Implementation Services in a professional and proper manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by the Company or by third-party providers, or because of other causes beyond the Company’s reasonable control, but the Company shall use reasonable efforts to provide advance notice in writing or by email of any scheduled service disruption. However, the Company does not warrant that the Services will be uninterrupted or error-free; nor does it make any warranty as to the results that may be obtained from the use of the Services.

While all due care has been taken, the Company does not warrant that the operation of the Services will be uninterrupted or error-free or that any third-party components of the Services, will be accurate or error-free or that the Services will be compatible with any application, program or software not specifically identified as compatible by the Company.

The Company’s obligation and the Customer’s exclusive remedy during the Term are limited, in the Company’s absolute discretion, to:

1. The Company, at its own expense, using all reasonable endeavours to rectify any non-conformance of the Services by repair (by way of a patch, workaround, correction or otherwise) within a reasonable period of time; or
2. a refund of the Fees paid if, in the Company’s reasonable opinion, it is unable to rectify such non-conformance within a reasonable timescale or at an economic cost, whereupon this Agreement will terminate.

The Customer acknowledges and accepts that it is the Customer’s sole responsibility to ensure that:

1. the facilities and functions of the Services meet the Customer’s requirements;
2. the Services are appropriate for the specific circumstance of the Customer and are within the laws and regulations of the Customer’s jurisdiction.
3. the Company does not purport to provide any legal, taxation or accountancy advice by providing the Service under this Agreement.

The Company will not be liable for any failure of the Services to provide any function not described in the documentation (provided online as part of the Services) or any failure attributable to:

1. any modification to the Services other than by the Company;
2. accident, abuse or misapplication of Services by the Customer;
3. use of the Services with other software or equipment without the Company’s written consent;
4. use of other than the latest, unaltered current release of the Services;
5. or use other than in accordance with this Agreement.

If upon investigation, a problem with the Services is determined not to be the Company’s responsibility, the Company may invoice the Customer immediately for all reasonable costs and expenses incurred by the Company in the course of or in consequence of such investigation and the Customer agrees to pay this invoice.

7. Indemnity

The Customer will at all times indemnify and hold harmless the Company and its officers, employees and agents in respect of any third-party claim for any injury, loss, damage or expense occasioned by or arising directly or arising directly or indirectly from:

1. a breach by the Customer of its obligations under this Agreement;
2. any wilful, unlawful or negligent act or omission of the Customer.

8. Limitation on liability

Except in the case of death or personal injury caused by the Company’s negligence, the liability of the Company under or in connection with this Agreement whether arising in contract, tort, negligence, breach of statutory duty or otherwise must not exceed the fees paid by the Customer to the Company for the Services under this Agreement in the 12 months prior to the act that gave rise to the liability, in each case, whether or not the Company has been advised of the possibility of such damages.

Neither party is liable to the other party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other party of an indirect or consequential nature including any economic loss or other loss of turnover, profits, business or goodwill.

10. Portfolio Use

We reserve the right, without prior notice and without asking for your permission, to display and link your name, your events, your content and/or your influencers as part of our public portfolio. Upon written request, we will remove your name or any reference to your company from our portfolio.

11. Pricing & Fair Usage Policy

We reserve the right to amend the allocated resources and features or the pricing of your plan without notice.

All percentage-based plans come with a fair usage policy. If your events generate sales of less than €250 per 1,000 minutes of video streaming, your account will be automatically switched to the standard usage-based billing of €10/1,000 minutes of live streaming.

You will be notified about this change in the following 2 days after the change occurs. Your have the right to explicitly refuse the change in the following 2 days. In this case, the services will be terminated at the time we receive your refusal.

12. General

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

This Agreement is not assignable, transferable or sublicensable by the Customer except with the Company’s prior written consent. The Company may transfer and assign any of its rights and obligations under this Agreement without consent.

This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in writing and agreed by both parties.

No agency, partnership, joint venture, or employment is created as a result of this Agreement and the Customer does not have any authority of any kind to bind the Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and legal fees.

All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognised overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

This Agreement takes effect, is governed by, and will be construed in accordance with the laws from time to time in force in Dusseldorf, Germany. The Parties submit to the non-exclusive jurisdiction of the courts of Dusseldorf, Germany.

13. Personal Data Processing Agreement

Introduction Pursuant to the undertakings which follow from these Terms, we may process personal data as well as other information on behalf of you. This section 10 shall apply to all processing in which we are the processor on behalf of you as customer, and this data processor agreement shall remain in force for as long as Customer processes personal data on your behalf.

Unless the circumstances clearly indicate otherwise, definitions or terms used in this document shall be defined as follows from Article 4 of the General Data Protection Regulation.

Personal data processed is for example end-user or end-customers names, video, emails, IP-addresses and photographs or other personal data in your content or your applications / events / stages. The categories of data subjects may be your employees, consultants and/or customers. The processing conducted by us will be storing, amending, and displaying for the purpose of user management and ensuring that the Customer Software and Customer Solution are functioning properly and provided to you in accordance with these Terms. Processing will take place for the duration of your use of the services and as long as your activities are active.

Generally regarding the Processing of Personal Data You are the controller of the personal data which is processed within the scope of the Terms. Customer is regarded as the processor. We will process personal data based on your instruction. This section 10 is considered as your instructions relating to the processing. If we believe that an instruction or notification from you would conflict with the General Data Protection Regulation, we shall be entitled to notify you and defer the processing in question.

Customer has provided sufficient guarantees that it shall take suitable technical and organisational measures to ensure that the processing of personal data meets the requirements of the General Data Protection Regulation and ensures protection of the rights of the data subject.

Taking into consideration the nature of the processing, we shall assist you by taking suitable technical and organisational measures, to the extent possible, to enable you to perform your obligation to respond to requests regarding the exercise of the data subject’s rights in accordance with chapter III of the General Data Protection Regulation.

We shall ensure that our employees and all other persons for whom we are liable and who are authorised to process personal data covered by these Terms have undertaken to maintain confidentiality (unless such person is subject to an appropriate statutory confidentiality obligation).

Customer shall take all safeguards required under Article 32 of the General Data Protection Regulation. In conjunction with the assessment of an appropriate security level, particular consideration shall be given to the risks which follow from the processing, particularly resulting from unintentional or unlawful destruction, loss, or modification, from unauthorised disclosure, or from unauthorised access to the personal data which is transferred, stored, or otherwise processed.
Taking into consideration the type of processing and the information that Customer has, it shall assist you in ensuring that the obligations regarding security can be satisfied in a manner which follows from Article 32 of the General Data Protection Regulation.

We will notify you without undue delay after we become aware of a personal data breach. Taking into consideration the type of processing and the information available to us, we shall assist you in ensuring that the obligations arising due to any personal data breach can be fulfilled in a manner as required in articles 33-34 of the General Data Protection Regulation.

You hereby grant us general approval to retain subprocessors to perform the work under these Terms. We shall inform you of any plans to retain a new subprocessor or to replace an existing subprocessor, in order to allow you to make objections to any such change (however, any objection must be based on an objectively acceptable reason). Information will be provided through notification on our website.
We shall ensure that any such subprocessor enters into a written personal data processor agreement before the subprocessor begins work related to you. Any such personal data processor agreement must contain the undertakings and obligations which follow from these Terms.

In the event the subprocessor fails to fill its obligations Customer shall be liable to you for the performance of the subprocessor’s obligations.

We may move, store, transfer, or otherwise process personal data belonging to you outside of the EU/EEA, provided such transfer meets the requirements and undertakings which follow from the General Data Protection Regulation.

Customer shall grant you access to reasonable information which is required and necessary to enable you to verify compliance with the obligations which follow from article 28 of the General Data Protection Regulation and to enable and assist in audits, including inspections, which are conducted by you or by an examiner authorised by you. Customer shall, at all times, be entitled to reasonable notice in the event you wish to exercise your right to conduct an audit or inspection and you shall compensate Customer for its costs incurred in connection with any such audit or inspection.

The limitation of liability in section 8 shall apply to this section 10.

14. Changes to this Agreement.

We may modify the terms and conditions of this Agreement from time to time, with notice given to you by email, through the Software or through our website.  Together with notice, we will specify the effective date of the modifications.

Last update: 21.07.2022