GENERAL TERMS AND CONDITIONS FOR CONTENT LICENSING AND MARKETING

§ 1 Scope, components of the contract and order of precedence

(1) The contract consists of the first page “Content Licensing and Marketing Agreement”, any annexes incorporated and these General Terms and Conditions. Only rights that are ticked and options that are expressly entered are granted. Options that are not ticked do not form part of the contract.

(2) In the event of conflict, the following order of precedence applies: individual agreements and special agreements signed by both parties, the individual contract data on page 1, individual details in the annexes, these General Terms and Conditions and supplementary technical policies. Individual agreements take precedence in accordance with Section 305b of the German Civil Code (BGB). The order of precedence is not intended to conceal ambiguities by means of a blanket precedence clause.

§ 2 Definitions

(1) “Content” means the audio and audiovisual works, recordings, contributions, episodes, videos, images and other files specified on page 1 or in Annex 1, including the associated metadata.

(2) “Platform” means the digital infrastructure operated by YUVOI, including websites, apps, players, embedded players, iFrames, APIs, feeds, databases and content management systems, as well as commissioned hosting, analytics, payment and distribution services.

(3) “Partner sites” means digital offerings of media, technology, cooperation or marketing partners into which YUVOI integrates content via an embedded player, iFrame, API or comparable method.

(4) “Embedded player” covers technical integrations in which content is played or made available within a third party’s offering.

§ 3 Provision and upload

(1) The provider has an interest in making its content accessible to a wider audience and, for this purpose, provides the content via the access designated by YUVOI or in the agreed format and transmits the metadata required for its use completely, accurately and up to date. Each content ID must be assigned uniquely and used in communication and invoicing.

(2) The provider complies with the technical requirements and content policies set out in Annex 3. Files must be free of malware, manipulated metadata and technical locks that prevent processing in accordance with the contract. The provider updates information on availability, chain of rights, blocked territories and contact details without undue delay.

(3) YUVOI may reject technically defective, incomplete or non-compliant submissions and set a reasonable deadline for rectification. Permanent publication of every submitted item of content is not owed; this does not affect the rights to content already accepted.

(4) Where YUVOI provides a provider account, the provider protects its login credentials and reports any suspected misuse without undue delay. It cooperates appropriately with technical queries and any necessary corrections.

§ 4 Grant of rights of use

(1) The provider grants YUVOI exclusively the rights of use ticked on page 1 and defined there by territory, language, content, exclusivity and term. The rights are granted to the extent specified there for the purpose of the contract. There is no blanket grant of all conceivable rights.

(2) The licence covers editing, reproduction, storage, hosting, making available to the public, streaming, provision for retrieval and technical transmission to users, as well as use via websites, apps, players, embedded players, iFrames, APIs and feeds.

(3) The licence also covers integration on partner sites, the marketing and promotion of the content, the use of excerpts, trailers and previews, and sublicensing to technical service providers and media, cooperation or marketing partners, in each case only to the extent required to provide the platform or for the agreed marketing.

(4) Technical editing includes in particular format conversion, transcoding, compression, adjustment of volume, resolution and quality, and the creation of technical previews. Subtitles, transcripts and translations may only be created or integrated if this is ticked on page 1 or agreed separately.

(5) Editing of the content itself, re-dubbing or abridgement that alters the meaning beyond what is technically necessary is not permitted. Use outside the purpose of the contract or the grant of rights for a type of use not yet known only takes place where legally permissible and expressly agreed.

§ 5 Advertising and marketing

(1) YUVOI will market the content, i.e. offer available advertising slots to potential advertisers. YUVOI is free to decide which advertising spaces it offers to its advertisers. YUVOI is entitled to interrupt the content in order to insert advertising. In doing so, YUVOI will ensure that any required advertising labels are placed.

(2) YUVOI does not use advertising that is obviously unlawful, harmful to minors or contrary to the individual agreements. Campaigns may be temporarily blocked or terminated for legal, technical or compliance reasons. No particular reach, advertising utilisation, number of plays or level of marketing revenue is guaranteed.

§ 6 Third-party rights and content warranty

(1) The provider warrants that it holds all rights required for offering the content to the public as provided for in the contract, and grants YUVOI, for the term of the contract, the non-exclusive rights for Germany, Austria and Switzerland required to offer the service. In particular, the provider grants the rights set out in the Rights Annex. The provider warrants that the content is not encumbered with rights administered by collecting societies.

(2) The provider ensures that the necessary consents of contributors, persons depicted or otherwise personally affected have been obtained and that existing contracts, blocked territories or rights restrictions have been disclosed. It informs YUVOI without undue delay of third-party claims, official proceedings, blocking requests or changes to the chain of rights.

(3) The provider does not transmit any unlawful, insulting, discriminatory, inciting, violence-glorifying, pornographic or youth-endangering content without the necessary protective measures, nor any content containing malware, malicious code, advertising, surreptitious advertising, sponsoring or undisclosed third-party elements.

(4) The provider indemnifies YUVOI against third-party claims based on a breach of these warranties for which the provider is responsible or on a transmission in breach of the contract. YUVOI informs the provider without undue delay, involves it appropriately in the legal defence and does not make any acknowledgement without its consent unless immediate action is required. The indemnity is reduced to the extent that YUVOI caused the claim through use not covered by the contract or through its own culpable breach of duty.

§ 7 Review, blocking, takedown and complaints

(1) YUVOI may review content before or after publication, automatically or manually, for technical, legal and compliance-related issues. This does not give rise to any obligation to carry out a complete prior review.

(2) Where there are plausible indications of infringements, inadmissible content, risks to users or systems, official requirements, complaints or an unclear chain of rights, YUVOI may temporarily block, hide, technically restrict or remove content. YUVOI informs the provider of the reason and further steps, unless legal or technical reasons prevent this.

(3) Where appropriate, the provider is given the opportunity to comment and to submit evidence. If a notice proves to be unfounded or entitlement is demonstrated, YUVOI will consider restoring the content within a reasonable time.

(4) Where YUVOI falls within the scope of the German Copyright Service Providers Act (UrhDaG) or other specific regulations, YUVOI takes into account the requirements set out therein regarding notices, statements of reasons, counter-notices, complaints and restorations. Statutory reporting and disclosure obligations remain unaffected.

§ 8 Attribution and technical editing

(1) YUVOI names the provider as well as authors, artists or other contributors in accordance with the information on page 1 or in Annex 1, in the technically possible form customary in the industry. The presentation may be standardised for reasons of space, format or technology.

(2) Technical editing in accordance with § 4 is permitted but must not distort the content or alter its meaning. The provider reports updates, corrections, blocked territories and changes in rights without undue delay.

§ 9 Remuneration, net marketing revenue and invoicing

(1) The inclusion of the provider’s content on the platform by YUVOI and its distribution via the platform has a value of CHF 100.00 (hereinafter the “platform fee”). The licensing of the content by the provider to YUVOI has a value of CHF 100.00 (hereinafter the “licence fee”). YUVOI invoices the provider for the platform fee and issues an invoice to the provider for the licence fee. The resulting mutual claims are offset directly against each other. Any differences are to be settled by corresponding payment. The invoice or credit note text contains the note “Reciprocal transaction with offsetting; no payment flow in the amount offset”. Any VAT amounts shown are to be settled.

(6) The remuneration is subject to statutory VAT where the provider is liable for VAT. The provider is responsible for its tax obligations, invoices and tax data. YUVOI may only set off claims that are undisputed or have been finally established by a court.

§ 11 Data protection

(1) Each party processes personal data only within the framework of the statutory provisions and for the performance, invoicing, safeguarding and termination of the contract. Responsibilities, purposes and legal bases are determined by the actual technical and organisational set-up.

§ 12 Term, termination and removal of individual content

(1) Commencement, term and ordinary termination are governed by page 1. The right to extraordinary termination for good cause remains unaffected. Good cause exists in particular in the event of serious or repeated infringements of rights, inadmissible content, significant payment default, lasting endangerment of the platform, insolvency, an official prohibition or impossibility of use in accordance with the contract.

(2) Individual items of content may be removed or blocked in the event of rights, compliance or technical problems. Upon termination of the contract, the transfer of rights ends unless the individual agreements provide otherwise. YUVOI may remove content from the platform and from partner sites within a reasonable time.

(3) For campaigns that have already been booked bindingly or are ongoing, a reasonable run-off period is permitted where provided for on page 1 or in an individual special agreement. Any new use beyond the extent necessary for completion is excluded. After the end of the contract, YUVOI prepares a final statement, including amounts not yet invoiced and amounts carried forward.

§ 13 Liability and indemnification

(1) The parties are liable without limitation for intent, gross negligence, damage resulting from injury to life, body or health, under product liability law, for expressly assumed guarantees and in all cases of mandatory statutory liability.

(2) In the case of simple negligence, the parties are liable only for breach of material contractual obligations and limited to the foreseeable damage typical for the contract, to the extent that such a limitation is legally permissible. The limitations of liability do not apply where mandatory law precludes them.

(3) Liability for the content, metadata and rights clearances provided by the provider is additionally governed by § 6. No unreasonable exclusion of liability takes place.

§ 14 Confidentiality

The parties treat non-public business, invoicing, campaign, technical and access data of the other party as confidential and use them only for the performance of the contract. This does not apply to information that is publicly known, has been lawfully obtained from third parties or must be disclosed by law, by official order or to professional advisers.

§ 15 Force majeure

Neither party is liable for failure to perform an obligation to the extent that this is due to force majeure or events beyond its reasonable control, in particular prolonged outages of telecommunications, hosting, energy or payment infrastructure, natural events, industrial action, official measures or cyberattacks despite appropriate protective measures. The affected party informs the other party without undue delay and endeavours to remedy the situation.

§ 16 Amendments, notices and text form

(1) Amendments and additions to the contract must be made in text form unless a stricter form is required by law. Individual rights, the remuneration and the scope of exclusivity may not be unilaterally worsened by means of a blanket right of amendment on the part of YUVOI.

(2) Amendments to these General Terms and Conditions are only incorporated by transparent agreement or with the provider’s consent. Technical policies may be reasonably developed further for security or compatibility reasons; they must not contain any hidden material deviations from these terms.

(3) Notices are sent to the e-mail addresses stated on page 1 or via the agreed provider account, unless a stricter form is required by law.

§ 17 Assignment and transfer

YUVOI may transfer rights and obligations under this contract to an affiliated company or a legal successor, provided that the legitimate interests of the provider are safeguarded. The provider may only transfer the contract with YUVOI’s prior consent; consent may not be unreasonably withheld in the case of a transfer to an affiliated company or to the acquirer of the relevant business unit. Mandatory statutory rights remain unaffected.

§ 18 Set-off and rights of retention

The provider may only set off claims that are undisputed or have been finally established by a court. A right of retention exists only insofar as it is based on the same contractual relationship. Mandatory statutory rights are not restricted.

§ 19 Applicable law and place of jurisdiction

German law applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). A place of jurisdiction is only agreed where a jurisdiction agreement is legally permissible. For consumers and other contractual partners who are not merchants, the statutory places of jurisdiction apply.

§ 20 Final provisions

(1) Individual agreements and the special provisions validly agreed on page 1 take precedence. Should individual provisions be or become invalid or unenforceable, the validity of the remaining provisions remains unaffected. The invalid provision is replaced by the statutory provision; no reduction to the extent still permissible (geltungserhaltende Reduktion) takes place.

(2) Mandatory statutory rights, statutory remuneration claims, non-waivable participation claims and the administration of rights by collecting societies may not be excluded by standard terms.

Rights Annex

In particular, the provider grants Yuvoi the following rights.

• the online right, i.e. the right to make the content available to a limited or unlimited group of recipients by means of digital transmission technologies of any kind, wireless or wired, in such a way that it can be retrieved individually or collectively by third parties from places and at times of their choice for playback on stationary or mobile terminal/receiving devices of any kind (e.g. PCs, smartphones, tablets, TV sets including smart TVs, set-top boxes, media adapters, game consoles, on-board computers, e-readers) and used in other ways (e.g. stored, retransmitted or printed). The online right covers in particular audiovisual services of any kind, telemedia and media services, internet-based distribution platforms, mobile-based services, intranets, extranets, electronic press, electronic information and entertainment services in vehicles and other means of transport of any kind (e.g. aircraft, buses, other motor vehicles and ships), SMS, MMS, other instant messaging services (e.g. WhatsApp), apps (regardless of operating system), subscription services, podcasts, e-papers and e-books, news feeds, news tickers, RSS, newsletters, blogs, push and pull services, video on demand (including by means of streaming technology and in all forms, e.g. transactional VOD, subscription VOD, electronic sell-through, download to own, download to burn, free VOD), audio on demand, as well as making available to the public (including via electronic programme guides/reverse EPG) and electronic press reviews. This also includes use in online services, including social networks, media platforms, media intermediaries and user interfaces, regardless of whether the online service is operated by the company itself or by a third party and regardless of the underlying business model. Examples: Facebook, X (Twitter), TikTok, Google Search, Bing, Microsoft Start, Microsoft Copilot, MSN, Upday, Google News, Google Showcase, Telekom Magenta, Amazon Prime Video etc.)

• the on-demand right, i.e. the right to make the content available to a large number of users by means of digital or other storage and transmission technology in such a way that they can receive the production on individual demand via a television and/or other device, including for interactive use (“streaming”, “television on demand”, “video on demand”, “near video on demand”, “online”, “smart TV” etc.). This also includes the production, reproduction and distribution of image/sound carriers on which the content is not stored in full, so that the separate transmission of the missing portion of the content’s data, made on individual demand, is required for the user to receive the content,

• the database and telecommunications right, i.e. the right to feed the content or excerpts or elements of the production into electronic databases and data networks and to transmit it to users on demand, for a fee or free of charge, by means of digital or analogue storage or transmission technology via cable, satellite, DVB-T, electronic data telephone services, online services or other transmission channels for the purpose of acoustic and/or visual playback, reproduction, retransmission and/or storage and interactive use by means of computers, TVs or other receiving devices. This includes the right to adapt the production for these purposes, insofar as technically necessary,

• the right of adaptation, i.e. the right, while respecting the statutory moral rights of the author, to edit, adapt, alienate, shorten, supplement, divide, cut, colourise the content using analogue, digital or other image/sound/data processing methods, to adjust the running time to comply with programme principles and general continuity standards, to combine it in whole or in part with other productions or parts of productions or other works and performances or to use it within other image/sound/data carriers, to record it, to interrupt it, to replace or change the music, to introduce interactive elements or to edit the content in any other way and to exploit it in accordance with the rights of use granted in this contract. This includes the adaptation of the content or individual image and/or sound components in the context of interactive use. It also includes the right to interrupt or divide the content in order to broadcast commercials and/or programme promotion and/or other programmes during the interruption or simultaneously by means of a split screen, as well as the right to insert an advertising separator before the commercial break, sponsorship notices before, during and after the content, and corner graphics into the running programme.

• the reproduction and distribution right, i.e. the right to reproduce and distribute the content as often as desired within the scope of the granted types of use, including on image/sound carriers other than those originally used,

• the synchronisation right, i.e. the right to dub the content in all languages, including the original language (also by third parties), to re-dub it or to produce subtitled and voice-over versions and to exploit them to the same extent as the production that is the subject of the contract. This includes the right to exploit the original film music or the original film soundtrack in whole or in part to the same extent,