Terms & Conditions

Codebase Media UG offers online applications for film editors, post-productions and other customers on EditingTools.io.

Customers would like to use the services of EditingTools.io for their own film productions and/or for other business or private purposes. To enable customers to use Premium Tools and Machine-Learning Tools, customers are granted access to Premium & AI Tools in accordance with and subject to these Terms and Conditions.

The English translation of the General Terms and Conditions is for information purposes only. The legally valid terms and conditions are available in German. The following text has been automatically translated into English.


1. General

1.1 These General Terms and Conditions (hereinafter "GTC") of Codebase Media UG (haftungsbeschränkt) (hereinafter "Codebase Media UG"), shall apply to all contracts for the delivery of data not located on a physical data carrier, which are produced and provided in digital form for a consumer or entrepreneur (hereinafter "customer") (digital content). The inclusion of the Customer's own terms and conditions is hereby objected to, unless otherwise agreed.

1.2 Consumer in the sense of these GTC is any natural person who enters into a legal transaction for purposes that can be attributed predominantly neither to his commercial nor his independent professional activity. Entrepreneur within the meaning of these GTC is a natural or legal person or a partnership with legal capacity, which acts when concluding a legal transaction in the exercise of their commercial or independent professional activity.

1.3 The subject of the contract can be - depending on the service description of the seller - both the purchase of digital content by way of a one-time delivery and the purchase of digital content by way of a permanent delivery (hereinafter "subscription contract"). In the case of the Subscription Agreement, Codebase Media UG undertakes to supply the customer with the contractually owed service for the duration of the agreed contract term at the contractually owed time intervals.



2. Conclusion of contract

2.1 For the conclusion of a contract for the services of Codebase Media UG on EditingTools.io under this agreement, it is first necessary to provide an email address and password, and then to enter a billing address and payment information. Thereafter, a summary of the order will be displayed for review. If the Customer, after agreeing to these Terms and Conditions and the Service Description, clicks on the Order button, the Agreement will be completed when the subsequent page is successfully loaded and a subscription number is provided.

2.2 Before binding submission of the order via the online order form, the customer can continuously correct his entries using the usual keyboard and mouse functions. In addition, all entries are displayed again in a confirmation window before the binding submission of the order and can also be corrected there using the usual keyboard and mouse functions.

2.3 For the conclusion of the contract, only the German language is available.

2.4 The order processing and contacting usually take place by e-mail and automated order processing. The customer has to make sure that the e-mail address he has given for order processing is correct, so that e-mails sent by Codebase Media UG can be received under this address. In particular, when using SPAM filters, the customer must ensure that all emails sent by Codebase Media UG or by third parties commissioned by Codebase Media UG to process the order can be delivered.

2.5 Codebase Media UG reserves the right to refuse customer requests to conclude a contract. In this case, a corresponding message will be displayed during the purchase process.



3. Term and termination of this agreement

3.1 The agreement is concluded for an indefinite period. Either party may terminate the Agreement at any time with effect from the end of the current billing period.

3.2 If the parties agree on a fixed term, the term shall automatically end on the agreed date.

3.3 Codebase Media UG is entitled to temporarily suspend the customer's access to the products after prior written notice (email is sufficient), if

a) the e-mail address used for registration does not exist, is obviously invalid or it is an address of a SPAM mail provider

b) the customer has registered multiple times with different email addresses.

c) the address of the customer does not exist or is invalid.

d) the customer uses a fraudulent, lost, stolen, blocked or unauthorized means of payment.

e) the Customer commits a serious, persistent, imminent or repeated material breach of these Terms and Conditions.

3.4 The statutory right of termination for cause remains unaffected.



4. Remuneration

4.1 The Customer shall pay a basic fee for the use of Premium Tools. For the use of AI Tools, a usage-dependent flat fee is due as specified upon conclusion of the agreement. The amount of the flat fee results from the respective item description.

4.2 Machine Learning Requests (gegennzeichnet du die Anmerkung AI-Tool) and API Requests are billable in terms of clause 9.1 if (1.) the request has been successfully submitted and (2.) a valid response has been received in accordance with the Documentation. Server errors will be considered a valid response only if they occur due to errors on Customer's part, including the use of incorrect, incompatible or insufficient content that does not comply with the technical requirements of the service description or documentation provided.

4.3 All amounts are inclusive of value added tax.

4.4 Invoices will be sent exclusively in digital form as pdf files by e-mail to the invoice e-mail address provided by the customer. If such an address is not provided, the invoices can be retrieved by the customer on the website.

4.5 For products with a fixed base price, payment is due at the beginning of each billing period.

4.6 In the case of payments in countries outside the European Union, further costs may be incurred in individual cases for which Codebase Media UG is not responsible and which are to be borne by the customer. These include, for example, costs for the transfer of funds by credit institutions (e.g. transfer fees, exchange rate fees).

4.7 If payment by bank transfer is agreed, the payment is due immediately after the conclusion of the contract, unless the parties have agreed on a later due date.

4.8 Codebase Media UG reserves the right to block the customer's access to the products if the customer has not paid the due remuneration within three (3) working days after written notification by Codebase Media UG (by e-mail is sufficient). The customer must inform Codebase Meida UG at least three (3) working days in advance about an upcoming blocking. Codebase Meida UG will restore access immediately, at the latest within three (3) business days, if all outstanding debts have been paid.

4.9 If the payment method "PayPal Invoice" is selected, Codebase Media UG assigns its payment claim to PayPal. Before accepting Codebase Media UG's declaration of assignment, PayPal will perform a credit check using the transmitted customer data. Codebase Media UG reserves the right to refuse the customer the payment method "PayPal invoice" in case of a negative check result. If the payment method "PayPal invoice" is allowed by PayPal, the customer has to pay the invoice amount to PayPal within 30 days after receipt of the goods, unless PayPal has given him another payment term. In this case, he can only pay PayPal with debt-discharging effect. Codebase Media UG, however, remains responsible for general customer inquiries, e.g. regarding the product, returns, complaints, revocation declarations and deliveries or credit notes, even in the case of assignment of claims. In addition, the General Terms of Use for the use of PayPal's purchase on account, available at https://www.paypal.com/de/webapps/mpp/ua/pui-terms.

4.10 If the payment method "PayPal" is selected, the payment will be processed via the payment service provider PayPal (Europe) S.à r.l. et Cie, S.C.A., 22-24 Boulevard Royal, L-2449 Luxembourg subject to the PayPal Terms of Use, viewable at https://www.paypal.com/de/webapps/mpp/ua/useragreement-full.



5. Availability

5.1 Codebase Media UG provides an annual average availability of 99.9% of uptime for the Products. The availability calculation excludes any downtime for planned maintenance as well as service interruptions that are beyond the control of Codebase Media UG. This includes, in particular, short-term and unreasonable increases in tool requests by the customer that require an unplanned increase in system capacity. Subject to exceptions, availability is calculated as the number of hours (in which the products are functional) divided by the total number of hours within the respective calendar year.

5.2 Unavoidable downtime due to planned maintenance will be communicated to the customer in advance via the website.



6. Conditions for the processing of digital content

6.1 If, according to the content of the contract, Codebase Media UG is owed not only the delivery of digital content but also its processing according to certain specifications of the customer, the customer must provide Codebase Media UG with all content required for the processing, such as texts, images or graphics in the file formats, formatting, image and file sizes specified by Codebase Media UG and grant him the necessary rights of use for this. The customer is solely responsible for the procurement and acquisition of rights to this content. The customer declares and assumes responsibility that he has the right to use the content provided to Codebase Media UG. In particular, he shall ensure that no rights of third parties are violated by this, especially copyrights, trademark rights, and personal rights.

6.2 The customer indemnifies Codebase Media UG from claims of third parties, which these may assert against Codebase Media UG in connection with an infringement of their rights by the contractual use of the customer's content by Codebase Media UG. In this context, the customer also assumes the reasonable costs of the necessary legal defense, including all court and attorney fees in the statutory amount. This does not apply if the customer is not responsible for the infringement. In the event of a claim by a third party, the customer is obligated to provide Codebase Media UG immediately, truthfully and completely with all information necessary for the examination of the claims and a defense.

6.3Codebase Media UG reserves the right to refuse processing orders if the content provided by the customer for this purpose violates legal or official prohibitions or offends common decency. This applies in particular to the transfer of anti-constitutional, racist, xenophobic, discriminatory, offensive, youth endangering and / or glorifying violence content.

6.4 Codebase Media UG grants the customer a non-exclusive, worldwide right to use and adapt the products generated on EditingTools.io as part of other products.

6.5 All rights with respect to the Content, Processed Content and/or Customer Training Data shall remain with Customer. However, the Customer grants Codebase Media UG the non-exclusive worldwide right to use the Content, Processed Content and/or the Customer Training Data solely for the purpose of providing the Services to the Customer. In particular, Customer grants Codebase Media UG the right to temporarily store, modify, process, translate and transfer the Content, Processed Content and/or Customer Training Data and to sublicense the foregoing rights to any subcontractors to the extent necessary to perform the Services set forth in the Agreement.

6.6 Codebase Media UG does not claim any copyrights to the analyses created by the customer using the products. In the event that any analysis prepared by Customer using the Products is deemed to be copyrighted, Codebase Media UG grants to Customer, with the preparation of such analysis, all exclusive, transferable, sublicensable, worldwide perpetual rights to use the analysis without restriction for all existing or future uses, including the right to modify the analysis and to prepare derivative works.



7. Rights of use and copyright

7.1 Unless otherwise stated in the DeepL description in the online store of Codebase Media UG, Codebase Media UG grants the customer the non-exclusive, locally and temporally unlimited right to use the provided content for private as well as for business purposes.

7.2 A transfer of the contents to third parties or the creation of copies for third parties outside the scope of these GTC is not permitted, unless Codebase Media UG has agreed to a transfer of the contractual license to the third party.

7.3 All rights to the software developed for EditingTools.io, the underlying databases, generators, icons, logos, images and all other content are owned by Codebase Media UG, unless other authors and creators are expressly named.



8. Surrender of the contents

The transfer of the contents takes place exclusively in electronic form via download from the website EditingTools.io



9. Liability

Codebase Media UG does not assume any liability for the correctness of the offered services, analyses, transcriptions, and availability of the service.



10. Right of withdrawal

Right of withdrawal for consumers

Consumers have a right of withdrawal in accordance with the following provisions, whereby a consumer is any natural person who enters into a legal transaction for purposes that can predominantly be attributed neither to his or her commercial nor to his or her independent professional activity:

Widerrufsbelehrung


Right of withdrawal

You have the right to revoke this contract within fourteen days without giving any reason.

The revocation period is fourteen days from the day of the conclusion of the contract.

To exercise your right of withdrawal, you must send us
Codebase Media UG (haftungsbeschränkt)
Aquinostr. 17
c/o editingtool.io
50670 Cologne, Germany
Email: contact (at) editingtools . io
by means of a clear statement (for example, with an e-mail or a letter sent by mail) about your decision to revoke this contract. For this purpose, you can use the attached model withdrawal form, which, however, is not mandatory.

To comply with the withdrawal period, it is sufficient to send a notice of exercise of the right of withdrawal before the expiry of the withdrawal period.


Consequences of cancellation

If you revoke this contract, we must refund all payments we have received from you, including delivery costs (with the exception of additional costs resulting from the fact that you have chosen a type of delivery other than the cheapest standard delivery offered by us), without undue delay and at the latest within fourteen days from the day on which we received the notification of your revocation of this contract. For this repayment, we will use the same means of payment that you used in the original transaction, unless expressly agreed otherwise with you; in no case will you be charged for this repayment.

We may refuse repayment until we have received the goods back or until you have provided proof that you have returned the goods, whichever is the earlier. You must return or hand over the goods to us without undue delay and in any case no later than within fourteen days from the day on which you notify us of the revocation of this contract. The deadline is met if you send the goods before the expiry of the period of fourteen days.

You bear the direct cost of returning the goods.


Expiration of the right of withdrawal

The right of withdrawal expires prematurely if we have started the execution of the contract after you have expressly agreed that we start the execution of the contract before the expiry of the withdrawal period and you have confirmed your knowledge to us that you lose your right of withdrawal by your consent with the start of the execution of the contract.


Sample cancellation form

If you wish to cancel the contract, they can fill out the following form and send it back to us via the above address by email or by mail.


To: Codebase Media UG (haftungsbeschränkt), Aquinostr. 17, c/o editingtool.io, 50670 Cologne, Germany, contact (at) editingtools . io



I/we (*) hereby revoke the contract concluded by me/us (*) for the purchase of the following goods (*)/the provision of the following service (*),

_____________________________________________________

_____________________________________________________

Ordered on (*) ___________ / received on (*) _________________

_______________________________________________________
Name of consumer(s)

_______________________________________________________
Address of consumer(s)

_______________________________________________________
Signature of consumer(s) (paper notice only)

_________________________
Date

(*) Delete as applicable




11. Liability for defects

The statutory liability for defects shall apply.



12. Complaint procedure

The European Commission provides an online dispute resolution platform (ODR platform). It is accessible online at https://ec.europa.eu/consumers/odr. This platform serves as a contact point for the out-of-court settlement of disputes arising from online purchase or service contracts involving a consumer. Codebase Media UG is neither obliged nor willing to participate in a dispute resolution procedure before a consumer arbitration board. In case of complaints, please contact us at the address given in the imprint.



13. Final provisions

13.1 General terms and conditions of the customer do not become part of the agreement, unless Codebase Media UG has expressly agreed in writing.

13.2 Amendments to this contract and all ancillary agreements, including the service description, the main part of this contract and any appendices, must be made in writing. This also applies to the cancellation of this written form clause.

13.3 This Agreement shall be governed exclusively by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods and conflict of laws provisions. If the customer is a consumer within the meaning of Section 13 of the German Civil Code (BGB), mandatory statutory consumer protection provisions under the law of the state in which the consumer has his habitual residence shall remain unaffected.

13.4 Exclusive place of jurisdiction for all disputes arising from or in connection with this agreement is Germany, provided that the contracting parties are merchants, the customer has no general place of jurisdiction in Germany or in another EU member state, his permanent place of residence was moved abroad after these General Terms and Conditions came into force or the place of residence or habitual abode is unknown at the time the action is brought.







Version: 01.03.2021