1.3 Any terms of the User Agreement that contrast to or depart from these terms will only be recognised by express written confirmation by the Provider.
2. Subject matter of the User Agreement
2.1 The User Agreement entitles the User and exclusively persons authorized by the Paid Subscription User via e-mail invitation to access the web-based production management platform YAMDU provided by the Provider and to store production-related content such as audio and video files, as well as other production-related documents, on the associated servers, to make them available for download and/or to retrieve them from there. In addition, the User will be able to manage the contact data and send or receive notifications. Usage is limited to the quantity of storage space set out by the Provider in the concluded subscription, as well as the number of users approved by the Provider and the transfer/streaming volumes provided by the Provider. In the event of misuse (in particular hacking and posting of illegal content as defined in Section 5.4), particularly also in the realm of video transcoding, the Provider expressly reserves the right to suspend and/or terminate the User Agreement.
2.2 The specific graphical and functional layout of the forms of use covered by the Agreement, the expansion of the forms of use to include additional features, or their supplementation with chargeable additional services fall under the discretion of the Provider. The Provider is at all times entitled to amend and adjust the specific layout provided it retains the forms of use covered by the agreement.
3. Registration, user account and usage of passwords
3.1 The use of YAMDU is contingent upon prior registration. Under the terms of the registration form, the User is obliged to provide truthful and complete information regarding himself/his company and always to ensure that his data are kept up to date.
3.2 The user account(s) may only be used by the registered user and the employees of the film/TV production who are involved in a project. The User and persons authorised by the User (employees of the film/TV production) who have a user account (e.g. employees of a production) must keep their password secret and are not permitted to authorise third parties to access and/or use YAMDU in their name. The User undertakes to notify the Provider promptly should he suspect that his user account and/or the relevant access data have been misused or that a security breach in relation to the use of YAMDU has occurred or is impending. The User is responsible for breaches of contract and infringements of any kind committed by his employees or agents, or by other persons authorised by the user, and for the resulting damages.
4. General duties of the User
4.1 All rights are reserved by and remain the sole property of the Provider, in particular for all applications of the underlying source codes and the Internet presence of YAMDU.
4.2 The User may avail himself of the forms of use made available by the Provider only within the scope of the contractually agreed film/TV project(s). The User is prohibited from all improper use above and beyond this appropriation. The User is prohibited from making any changes to or manipulating the Internet presence of the Provider. The User accepts unlimited liability for damages and costs caused by changes to or manipulation of the Internet presence.
4.3 Any breach of duty will entitle the Provider to terminate the User Agreement without notice and to block the user account(s). The Provider is further entitled to refuse to approve the activation of a new account for this user for an indefinite period of time after termination.
5. Duties of the User relating to content posted
5.1 The User must ensure and guarantees that he will not infringe any third party rights (e.g. infringement of copyright or personality rights, breaches of competition law) when posting content (text, pictures, photographs, videos, names, trademarks etc.).
5.2 The User will, at first request, hold the Provider harmless from all third party claims that may be brought against the Provider in relation to legal infringements committed by the User or for which the User is responsible. The User will, at first request, bear all necessary costs of legal defence relating to such matters.
5.3 The Provider is entitled to cancel or deactivate content posted by the User in the event that these violate third party rights or that third parties bring claims for a legal violation, provided that they are not manifestly groundless. Should the Provider become aware of a possible breach of the law due to content of the User, it will promptly inform the User thereof in writing, at minimum in the form of an email.
5.4 Within the scope of the use of the YAMDU, the user may not: (a) store, publish and/or transmit data, texts, photos, pictures, files, links, software or other contents which are illegal, damaging, threatening, abusive, harassing, defamatory, vulgar, obscene, hateful, racist, pornographic, glorifying violence or objectionable in any other way according to the respective applicable legal provisions; or (b) store, post and/or transmit any material that contains software viruses or any other information, files or programs designed or effective to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment..
5.5 The content of the User will remain his own content. With the exception of materials licensed by the Pro-vider to the User, the Provider will make no claim to ownership of content uploaded or posted by the User via Yamdu. The User will control who has access to this content. If the User posts his content in an area accessible to third parties, every person who has access to this area will be able to use the content.
5.6 The User acknowledges and authorises the Provider to use, modify, copy, distribute and publish any content potentially made available by the User to the extent necessary for delivering Yamdu, but only in order to fulfill this User Agreement or other agreements in existence between the User and the Provider.
5.7 The user is obliged to save the data, which he stores within YAMDU, again separately by a copy. If YAMDU is blocked or terminated after prior notice by e-mail or has functional failures, the data will be permanently deleted from the provider's server. Deleted data are usually no longer traceable.
6. Data Protection
6.1 The Provider requires certain personal information relating to the User or persons authorised by him in order to set up and provide Yamdu.
6.2 The User consents to the usage by the Provider of his personal data (“Personal Data”) disclosed in connection with the registration for and usage of Yamdu in order to be able to offer and manage the Yamdu service, to provide information regarding goods and services, to offer and/or where appropriate deliver such goods and services, as well as for other related purposes. The User must ensure that persons authorised by him to use Yamdu provide a similar statement of consent. Personal data will only be stored in order to fulfill the original purpose for which they were collected, and they will be deleted after fulfillment of the purpose. This declaration of consent may be withdrawn at any time with effect for the future by sending notification to the Provider. The User has at all times the right to obtain details regarding his personal information saved, without the need to state reasons for doing so, and to have them blocked, canceled, or corrected.
7.1 The Provider provides Yamdu "as seen", "with all flaws" and "as available". He does not guarantee the accuracy of the information made available or that it is up to date. The User acknowledges that computer and telecommunications systems cannot be created to be guaranteed error-free and that, as a result, there are occasionally periods during which these systems are unavailable. The Provider does not guarantee that Yamdu will work in a certain and error-free manner without interruption. The Provider provides no express, guarantees, warranties or assurances and excludes any implied guarantees, including guarantees regarding compliance with ordinary commercial standards, suitability for a particular purpose, technical implementation and that no rights of third parties will be infringed.
7.2 The relevant third parties are responsible for the content and activities of third parties, including in particular content that refers to third party websites via links. These contents and activities may not be attributed to the Provider, nor do they reflect the Provider's opinion. The Provider expressly distances himself from all external links on his web page. The Provider has no influence over the content of linked Internet pages. The Provider also expressly distances himself from any content delivered in particular by users via data in the form of advertisements. The Provider reserves the right to remove links to Internet pages that infringe applicable laws in particular.
7.3 The Provider will only be liable where he, or his legal representatives and/or agents, have acted intentionally or with gross negligence. This will not apply in the event that material obligations under this agreement have been breached. Material obligations are duties that must be guaranteed by the agreement to the User in accordance with its spirit and purpose, or the fulfillment of which is fundamental in enabling the proper implementation of the agreement, and on compliance with which the User may routinely rely on.
7.4 The Provider, his legal representatives, and agents will be liable for cases of minor negligence only for typically foreseeable damages. In such cases, there will moreover be no liability for lost profit or indirect damage resulting from financial losses.
7.5 Any strict liability on the part of the Provider and the aforementioned parties established under statute, such as product liability or liability under guarantee, is not affected by clauses 7.2-7.4. The same applies to liability for personal injury, death, or damage to health.
7.6 Clauses 7.1-7.5 above apply to all contractual and non-contractual claims that may result from this agreement and/or the use of Yamdu.
8. Concluding provisions
8.1 This Agreement is governed exclusively by the law of the Federal Republic of Germany to the exclusion of private international law and the UN Convention on Contracts for the International Sale of Goods. The District Court of Munich I will have exclusive jurisdiction over all disputes resulting from this User Agreement or concerning the effectiveness of its coming into force.
8.2 This User Agreement may only be terminated, amended or supplemented in writing. Verbal agreements, including a verbal agreement to cancel the requirement for written form, are invalid.
8.3 In the event that any of the clauses in this User Agreement breach a statutory prohibition or are unenforceable on any other grounds or lead to commercially unacceptable results, this will not affect the remaining content of this User Agreement. An appropriate and reasonable clause will apply in place of the invalid or impracticable term that corresponds as closely as is legally possible to what the parties would have agreed to had they had the opportunity to consider the matter in advance with reference to such invalidity or impracticability, taking into account the spirit and purpose of this User Agreement. Any gaps in this Agreement are to be closed in a similar manner.
- The software must only be called up and used via the Internet site yamdu.com and its subdomains set up by Seriotec.
- The paid subscription user receives a right of use and a corresponding invoice only after payment of the agreed remuneration in the corresponding Yamdu subscription. In case of non-payment, the use will be interrupted immediately and the corresponding user account will be deactivated.
- With the exception of the Yamdu Free Trial (limited to 3 users) and the Spark plan (limited to 5 users), the software can be used by any number of persons involved and on any number of computers using the passwords defined for the project for the time period in which the license is granted.
- Unless otherwise agreed upon the term, the license agreement has a minimum contract term of one month or one year for annual subscriptions according to the agreements of the respective subscription. Upon expiration of the minimum contract term, the license agreement or subscription shall be automatically extended by one month or one year (for annual subscriptions), respectively, unless the paid subscription user has effectively terminated the subscription agreement in accordance with Section 7.
- Users have the opportunity to book yearly plans under the currently applicable rebate schemes as published on the YAMDU website.
- After the end of the maximum usage period of the Yamdu Free Trial, the plan automatically expires unless the user issues a new order for a specific (paid) Yamdu plan.
- After the end of the minimum contract duration period, the user is entitled to cancel a subscription contract with one month's notice without stating reasons.
- After the end of the minimum contract period, Seriotec has the right to terminate the contractual relationship with one week's notice without stating reasons.
- The first billing month always starts on the day the contract is agreed upon.
- Subsequent billing months always end on the same day of every following calendar month. If this particular day is missing in a given calendar month, the billing month ends on the last day of the relevant month.
- It is not permitted to save the software in whole or in parts on a computer, server, or other electronic storage medium and/or to bypass this Licensing Agreement and run the software, particularly on other Internet sites. This does not apply to files made available for download by Seriotec.
- It is not permitted to publish the source code or parts of the source code.
- It is not permitted to transfer the Licensing Agreement, to sub-license it or to make it part of any other type of debt agreement with third parties, in particular by passing on access to the services covered by the Licensing Agreement.
- It is not permitted to modify or remove content, in particular proprietary notices, labels, or advertising banners from the Yamdu software or associated documentation.
- The Licensing Agreement grants no rights whatsoever to upgrades or updates to the Yamdu software or to support services.
- In particular, but not limited to, infringements of clauses 11 - 14 will immediately entitle Seriotec to cancel this Licensing Agreement without notice.
- Seriotec is not liable for direct or indirect damage, nor for special, incidental or consequential losses that are caused by potential faults or improper use on the part of the user. Seriotec does not guarantee that all functions will always run without faults, or that the operation of the software is protected, the software can be executed without interruption, or that the software will always be available during the licensing period.
- Seriotec is not liable for browser-related incompatibilities or for potential server failures or computer errors. The user has the burden of proof for fault and reason for damage. Seriotec is not liable for claims from third parties. Seriotec is not obliged to remedy arising damage or losses unless they have arisen as a result of deliberate or grossly negligent actions on the part of Seriotec. For the rest, liability is governed by the General Terms and Conditions of Business of Seriotec GmbH, which are also recognised by the user and expressly form part of this agreement.
- The user expressly assures that he is not a consumer in the sense of § 13 BGB (German Civil Code) and that the signing of this Licensing Agreement serves purposes that are attributed to his commercial or self-employed professional activities.
- The relevant service of Yamdu cannot be used and will not be activated until the payment of the agreed remuneration has been made. Unless agreed otherwise, the amount that needs to be paid is defined in the price list published at yamdu.com.
- Seriotec retains the right to make changes at any time to the price list and in particular to the remunerations set out there. The user will be informed about this in good time via e-mail, without this being a legal entitlement.
- The licensor is Seriotec GmbH, Wolfratshauser Straße 157c, 81479 Munich. Changes or additions to this Licensing Agreement are only effective if confirmed in writing by Seriotec. Munich is agreed as the place of jurisdiction for all disputes arising from this agreement. In the event that individual clauses of this contract are invalid, this does not affect the validity of the other rulings. The parties agree to replace invalid rulings with new rulings that are as close as legally possible to the original intent. This agreement is exclusively subject to German law.