Terms and Conditions for Audiorella Data
of
Audiorella GmbH, Tal 44, 80331 Munich, Germany, Email: info@audiorella.com
(hereinafter referred to as "Provider"),
for contracts with customers of its analytics platform www.audiorella-data.com (hereinafter referred to as "Platform").
The Provider and the Customer are hereinafter collectively referred to as the "Parties".
§ 1. Conclusion of Contracts
1. The Provider offers proposals incorporating these Terms and Conditions upon request.
2. The Provider enters into contracts incorporating these Terms and Conditions exclusively with business entities. Both Parties assure that they are acting in the course of their business or self-employed professional activity when concluding the contract.
§ 2. Subject Matter of the Contract
The subject matter of the contract is the paid, time-limited use of the Provider’s platform under the URL www.audiorella-data.com (hereinafter "Platform") in the Customer’s business via the Internet for the contractually agreed term.
§ 3. Provider’s Services; Platform
1. The Provider grants the Customer access to the latest version of the Platform for the agreed number of authorized users via the internet using a web browser.
2. The Provider ensures the functionality and availability of the Platform during the contract period and will maintain it in a condition suitable for contractual use.
3. The Provider allows the Customer to import, process, and analyze data statistically. Supported data sources include platforms such as Spotify, YouTube, and the Provider’s own podcast hosting service. Data can also be collected through the use of a prefix with the Customer's podcast host. The listing of supported sources does not constitute a guarantee of support for any particular data source. Support may be discontinued due to reasons beyond the Provider's control, such as the termination of an interface by the data source operator.
4. The Provider may update or further develop the Platform at any time and may make adjustments due to changes in the legal framework, technical developments, or improvements in IT security.
5. The Provider is not required to customize the Platform to meet the individual needs or IT environment of the Customer unless otherwise contractually agreed in writing.
6. The Provider will regularly maintain the Platform and inform the Customer in advance of any associated restrictions. Maintenance is generally conducted outside the Customer's usual business hours unless urgent reasons necessitate maintenance at other times.
7. The Provider will implement industry-standard security measures to protect data. However, the Provider assumes no obligation to store or safeguard data. The Customer is responsible for securing its access credentials.
§ 4. Scope of Use and Rights
1. The Platform is not physically transferred to the Customer, nor are binary, source code, or configuration data provided.
2. The Customer receives a non-transferable, non-sublicensable, and time-limited right to use the latest version of the Platform for the agreed number of users, as specified in the contract.
3. The Customer may only use the Platform within their own business activities and through their own personnel or designated partner companies notified to the Provider.
§ 5. Support
Unless otherwise agreed individually, the Provider will receive and respond to Customer support requests via email on business days within 24 hours.
§ 6. Service Levels; Issue Resolution
1. The Provider guarantees an overall Platform availability of at least 99% per month.
2. Availability is defined as the Customer’s ability to use the Platform’s analytics functions. Downtime of data import functions due to external factors (e.g., interface disruptions by data source operators) does not count against the Platform’s total availability time. Maintenance periods and resolved disruptions within the resolution time are considered periods of availability. Minor disruptions are not considered in availability calculations. The Provider’s measurement tools serve as the basis for determining availability.
3. The Customer must report disruptions immediately. Issue reporting and resolution are available Monday to Friday (excluding public holidays) from 9:00 AM to 6:00 PM (Service Hours).
4. The Provider will resolve critical disruptions (where the Platform or a key function is entirely unusable) within two hours of reporting, provided the report is made during Service Hours. If resolution is expected to take longer, the Provider will notify the Customer accordingly.
5. Significant but non-critical disruptions (where main or secondary functions are impaired but still usable) will be resolved within 12 hours during Service Hours.
6. Resolution of minor disruptions is at the Provider’s discretion.
§ 7. Customer Obligations
The Customer must protect access credentials against unauthorized third-party access. The Customer must ensure that usage remains within the agreed contractual scope. Unauthorized access must be reported to the Provider immediately.
§ 8. Liability
1. The Provider is fully liable in cases of intent, gross negligence, or culpable injury to life, body, or health.
2. In cases of slight negligence, the Provider is only liable for breaches of essential contractual obligations. However, liability is limited to foreseeable, contract-typical damages.
3. These liability limitations do not apply to liability under the Product Liability Act or to contractual guarantees.
4. The liability limitations also apply to the Provider’s employees, representatives, and agents.
§ 9. Rights and Claims of Third Parties
1. The Customer must inform the Provider immediately of any third-party claims arising from the use of the Platform. The Customer shall grant the Provider all necessary authorizations to defend against such claims.
2. This clause does not entitle the Customer to claim indemnification or legal defense from the Provider.
3. The Customer guarantees that the data imported to the Provider’s servers and its use does not violate applicable laws, official regulations, third-party rights, or agreements. The Customer shall indemnify the Provider against any claims from third parties resulting from such violations.
§ 10. Fees and Payment Terms
The fees for the Provider’s services, as well as payment terms and invoicing, are subject to individual agreements.
§ 11. Contract Duration and Termination
1. The contract is concluded for an indefinite period.
2. Monthly subscription contracts may be terminated by either party with one month’s notice at the end of the month unless otherwise agreed individually.
3. Annual subscription contracts may be terminated by either party with one month’s notice before the end of the annual subscription period unless otherwise agreed individually.
4. If no termination is made within the specified periods, the contract is automatically renewed for the respective monthly or annual subscription period.
5. The right to immediate termination for good cause remains unaffected. Termination must always be in writing.
6. The Provider will delete any remaining Customer data from its servers 30 days after the contract ends.
§ 12. Data Protection and Confidentiality
1. The Parties shall comply with applicable data protection regulations.
2. If the Provider processes personal data on behalf of the Customer, a data processing agreement must be concluded before processing begins. In such cases, the Provider will process personal data exclusively in accordance with the agreement and the Customer’s instructions.
3. The Provider commits to maintaining confidentiality regarding all confidential information obtained in connection with this contract. Confidential information includes information designated as confidential or that is confidential by nature, regardless of the form in which it is shared. This obligation does not apply where disclosure is legally required or mandated by authorities or courts.
§ 13. Final Provisions
1. If individual provisions of these Terms and Conditions are found to be invalid or unenforceable, the validity of the remaining provisions remains unaffected. The Parties shall replace any invalid provisions with valid ones that best reflect the original intent.
2. German law applies, excluding conflict of law rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG).
3. The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Munich, Germany.
