Contract for the publication of audio tours

Preamble

Guidemate operates an internet platform for audio tours under the domain guidemate.com and other top-level domains.

Audio tours consist of a route marked with stops. Photographs, illustrations, images or other visual or graphic content, audio content and texts (collectively the "works") can be uploaded for the individual stations, but also for the tour as a whole. The stations, the route and the associated works are hereinafter collectively referred to as the audio tour.

Users can download and listen to audio tours via the internet platform and mobile devices. The Provider may determine which audio tours and which stations within an audio tour are to be subject to a fee and which may be used free of charge.

Every user who has created a member account on the platform can create audio tours themselves and comment on and rate other audio tours.

§ 1 Subject matter of the contract

1. The provider sets up a member account on the platform, which she can use to create and edit audio tours. She enters data for her profile page, which is linked to each of her audio tours.

2. The provider can set up the audio tours on the platform itself, define the route, stations and prices and upload the associated works. They can also commission Guidemate to create the audio tour and upload the associated works.

3. The audio tours provided by the provider are published on the platform and can then be viewed by all users of the platform. It is possible to see which provider has posted the audio tours. In the case of paid stations, the audio data can only be accessed once the audio tour has been paid for by the user. All other data and works of the audio tour can also be viewed before payment.

4. Guidemate provides the technical platform (software, server infrastructure, database, delivery of image and audio data) as well as the processing of payment transactions (via a payment provider such as PayPal).

5. The copyright of the audio tours and the works remains entirely with the provider. Guidemate does not acquire any copyright claims to the audio tours.

§ 2 Service fees for free audio tours

1. Guidemate does not charge a service fee for audio tours that are provided to users for a fee. Instead, a commission is retained from the sales proceeds in accordance with § 3.

2. For audio tours that are offered to users free of charge, service fees are charged in accordance with the applicable price table.

   Individual agreements and special conditions are possible and must be made in writing.

   For audio tours published before the start of the current price table, the current price table applies from the start of the next service period.

   As soon as the audio tour has been published, Guidemate will invoice the provider for the service fee. This is paid by the provider by bank transfer or by issuing a SEPA direct debit mandate.

   The term of the publication of an audio tour is automatically extended. Details and notice periods can be found in § 7.1

§ 3 Prices and commissions for paid audio tours

1. The provider sets the sales price for the audio tour at its own discretion. Guidemate reserves the right to restrict this price freedom by setting upper and lower price limits or price levels.

2. Once a user has paid the sales price, she can listen to and download the audio data of the relevant station or audio tour as often as she likes, both on the internet platform and on mobile devices. This also applies if the price is subsequently adjusted.

3. The proceeds from the sale of an audio tour, which are credited to the provider, are calculated as follows: First, the statutory sales tax and transaction costs (e.g. PayPal fee, fee of the platform operators Apple and Google) are deducted. From the remaining amount, the adjusted net, Guidemate receives a commission. The remainder is credited to the provider.

   There are three Guidemate commission rates. They depend on the number of sales per audio tour in the billing period (half year) and the marketing efforts on the part of the provider.

   Commission rate A: Guidemate receives 40%. The remaining 60% is credited to the provider.

   Commission rate B: The Guidemate commission rate is 30% for audio tours that were sold at least 10 times during the billing period and that were advertised at least once by the provider in social media, blogs, press releases or similar with a link to the product on Guidemate during the billing period. The remaining 70% is credited to the provider.

   Commission rate C: For audio tours that were sold at least 30 times in the billing period and that are presented by the provider on its own website in a permanently prominent manner with a link to the audio tour on Guidemate (e.g. by integrating the Guidemate widget) and which were advertised at least twice by the provider in social media, blogs, press releases or similar with a link to the product on Guidemate during the billing period, the Guidemate commission rate is 20%. The remaining 80% is credited to the provider.

   In order to qualify for commission rate B or C, the provider must provide Guidemate with individual proof of the respective marketing efforts by e-mail by the end of the billing period.

4. The provider can view a list of the sales generated by the audio tours it offers on the platform in electronic form. This list is updated at least once a day and provides information on when which audio tours were purchased.

5. Guidemate shall transfer the revenue share resulting from paragraph 3 to an account of the provider within 60 days of the end of each half-year (billing period).

§ 4 Publication rights

1. The Provider permits Guidemate to publish all audio tours of the Provider (including all associated works) posted on the platform in any digital format via the internet platform and mobile apps and to sell paid audio tours to users of the platform.

2. Users can play the audio tours they have purchased on the platform as often as they like and download them from the Internet platform in the form of MP3 files.

3. The provider assures that it holds all necessary rights of use to the audio tours it provides. Insofar as naming rights exist, the provider shall provide all necessary information on the rights of authors in the descriptions of the audio tours.

4. The provider guarantees that neither Guidemate nor the users violate applicable law or the rights of third parties (such as copyrights, trademark rights, title rights or personal rights) through the works provided by the provider. Should such an infringement nevertheless occur as a result of the proper implementation of this contract or the proper use of the Internet platform, or should third parties assert claims in this regard, the provider shall indemnify Guidemate against all resulting third-party claims. This also includes the costs of any necessary legal defense and/or prosecution. Guidemate undertakes to inform the provider immediately in the event of claims by third parties and to provide all documents and information necessary for the preparation of legal defense and/or prosecution.

5. The provider guarantees that it will not place any works subject to GEMA on the platform. Should claims nevertheless be made against Guidemate in connection with works of the provider that are subject to GEMA, the provider shall indemnify Guidemate against these claims.

6. If Guidemate provides individual works for the provider (e.g. photos), Guidemate guarantees that neither the users nor the provider in whose name the audio tour is published violate applicable law or third-party rights (such as copyrights, trademark rights, title rights or personal rights) through the works provided by Guidemate. Should such an infringement nevertheless occur as a result of the proper implementation of this contract or the proper use of the Internet platform, or should third parties assert claims in this regard, Guidemate shall indemnify the provider against all resulting third-party claims.

   For the sake of clarity, it is pointed out that Guidemate is in no way responsible for works uploaded by the provider itself, even if these are combined with the works provided by Guidemate to form an audio tour.

§ 5 Customization of audio tours and marketing

1. Guidemate reserves the right to request the provider to adapt certain works or entire audio tours in order to maintain uniform standards on the internet platform. The provider must comply with this, but may also remove the audio tour instead. Guidemate has the right to make minor adjustments (e.g. correction of spelling mistakes or inaccuracies in content) itself.

2. On the Internet platform, the audio tours posted are clearly linked to the provider's profile page. On the profile page, the provider has the option of referring to its own Internet platform via a link and description. The provider undertakes to refer to Guidemate's offer on its own website and to place links there to its own audio tours on Guidemate or the domain guidemate.com.

3. A length of 30 seconds of each audio track may be made available as an audio sample for free playback.

4. Guidemate is entitled to reduce the price set by the provider for complete audio tours or individual stations as part of promotional offers to promote sales. The relative distribution of the end customer price between the provider and Guidemate in accordance with § 3 remains unaffected. The supplier must be notified of such a promotion by email one week in advance. During this period, the provider has the opportunity to object to the intended promotion.

5. Guidemate is entitled to make audio tours of the provider available to individual persons (e.g. journalists) for a fee as part of advertising measures, even without payment of a fee and without separate proof.

§ 6 Voucher

1. The Provider can create voucher codes in the user backend for its own audio tours offered for a fee. One voucher code applies to one audio tour.

2. A voucher is deemed to have been redeemed as soon as the user has entered the voucher code on the Internet platform. The voucher code can only be used by one user.

3. The Provider shall remunerate this service provided by Guidemate in connection with the redemption of the voucher for each voucher redeemed by the User at 0.50 € + 5% of the gross sales price of the audio tour (plus statutory VAT).

4. If the provider requires free vouchers for special advertising measures, these can be granted by Guidemate.

5. Guidemate enables the purchase of gift vouchers for all audio tours offered for a fee. The gift vouchers are linked to an audio tour. The provider receives the income from sold gift vouchers in accordance with the conditions in §3: The provider is paid 60 - 80% of the adjusted net (sales price less VAT and fees for platform operators), depending on the commission rate.

6. Guidemate has the right to expand the sales channels for audio tours via an affiliate program. Affiliate commissions are paid from the additional sales revenue generated. The provider's revenue and the guidemate commission are reduced by the affiliate commission. Providers are encouraged to acquire affiliates for their audio tours themselves. Providers themselves do not act as affiliates for their own audio tours. Providers approve the promotion of their audio tours by affiliates from the Guidemate partner program, including the use of components of their audio tours (images, texts, excerpts from the audios).

§ 7 Contract duration and termination

1. The term of this contract is one year. The contract is extended by a further year if it is not terminated in writing by one of the contracting parties with one month's notice before the end of the contract term. Some fee categories require a longer term. In this case, the contract term is the length of the period for which the fee was charged and it is extended by one year if it is not terminated in writing by one of the contracting parties with one month's notice before the end of the contract term.

2. Individual audio tours or parts of audio tours may be changed or deleted from the platform by the provider at any time and further audio tours may be discontinued. Which audio tours are made available and for how long is not part of this contract. However, in order to enable users to listen to purchased audio tours repeatedly, audio tours should not be deleted without good reason.

3. In cases of force majeure and for other reasons for which Guidemate is not responsible, publication and sale via the Internet platform may be interrupted or terminated prematurely.

4. Guidemate can take individual audio tours offline if they jeopardize the operation of the platform. For example, exceptionally high access numbers may require a - cost-relevant - increase in the server infrastructure. In this case, Guidemate will contact the provider of the audio tour in order to reach an agreement. If this is not possible, a tour can be taken offline by Guidemate.

§ 8 Liability

1. Guidemate shall have unlimited liability in cases of intent and gross negligence. In the event of negligent breach of duty, Guidemate shall only be liable without limitation if the negligent breach of duty has caused injury to life, limb or health.

§ 9 Other

1. This contract is subject to the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods. For all disputes arising from or in connection with this contract or its validity, the courts in Berlin shall have jurisdiction in the first instance.

2. There are no verbal collateral agreements. This contract or individual provisions of this contract can only be overridden by written agreement. This also applies to the agreement on the written form.

3. Guidemate may also transfer this contract to affiliated companies. Guidemate is responsible for the services of the affiliated companies as it is for its own.

4. Should one or more provisions of this contract be or become invalid for any reason or should there be loopholes in this contract, this shall not affect the validity of the remainder of the contract.

5. The contract comes into force with the consent of the provider through the opt-in procedure. For this purpose, the provider declares her consent to the contract by clicking on the Guidemate website and then receives the contract sent to her e-mail address.