aireal platform – General Terms and Conditions

1. Scope of application

1.1 These General Terms and Conditions (hereinafter “GTC”) apply to all contractual relationships and legal relationships between aireal GmbH (hereinafter “aireal”) and the customer in relation to the use of the aireal platform (hereinafter “aireal platform”).

1.2 Supplementary, deviating or conflicting general terms and conditions of the customer are not applicable, even if aireal has not expressly objected to them.

1.3 Only entrepreneurs within the meaning of Section 14 Civil Code (BGB), i.e. natural or legal persons or partnerships with legal capacity acting in the exercise of their commercial or independent professional activity (as well as their employees) are authorised to use the aireal platform.

2. Intellectual property, commercial property rights

2.1 aireal is the sole owner of all intellectual property rights relating to the aireal platform together with Audio-SSP, Booking Wizard, Revenue Wizard and Ad Servers, in particular the copyrights relating to the software, the source code and the object code of the software (hereinafter “IP rights”). This also applies accordingly to further developments, developments of new functions or updates of the aireal platform.

2.2 No IP rights are transferred to the customer. aireal grants the customer a simple, revocable, non-transferable and non-sublicensable right to use the aireal platform, including the Audio SSP, Booking Wizard, Revenue Wizard and Ad Servers, in accordance with the contract, limited to the territory stated in the respective contractual agreement and for the duration of the respective contractual relationship.

2.3 The customer is not permitted either personally or through third parties to:

  1. decompile, reverse engineer or otherwise derive the source code, structure, logic, underlying algorithms or related know-how of the aireal platform or its documentation, or reconstruct or exfiltrate hidden or non-public elements of the aireal platform (except to the extent expressly permitted by applicable law notwithstanding this limitation);

  2. translate, adapt or edit the aireal platform or its documentation, create derivative versions of the aireal platform or modify the aireal platform;

  3. write or develop a program based on the aireal platform, the related documentation or any part thereof or software applications thereof, or otherwise use the services in any way to develop, distribute or make available to third parties products or services that compete with any or all of the services provided as part of the aireal platform;

  4. sell, sublicense, transfer, assign, lease, rent, distribute or generally grant any security interest in the aireal platform and related contracted services or any rights therein in any manner whatsoever;

  5. use the aireal platform and related, commissioned services beyond the use permitted in the respective contractual relationship and the scope of use specified therein and use them for the benefit of third parties or to market, distribute or grant third parties access to the aireal platform, individual contents or parts thereof;

  6. use the aireal platform for purposes other than those specified in the respective contractual relationship;

  7. transfer unlawful, harmful, unauthorised or other data or code to or from the aireal platform;

  8. alter or remove any trademarks or proprietary notices contained in or on the software or documentation of the aireal platform;

  9. circumvent or otherwise interfere with the authentication or security measures of the aireal platform or otherwise impair or interfere with the integrity or performance of the aireal platform.

3. Access and system requirements

3.1 Access to the aireal platform is via the internet. The customer is responsible for providing a sufficient internet connection.

3.2 The customer is responsible for complying with the system requirements necessary for using the aireal platform, in particular with regard to the operating system and browser.

4. Warranty

4.1 aireal guarantees that the aireal platform is to be available to the customer in the availability agreed upon in the respective contractual relationship. However, aireal provides no guarantee for the secure, uninterrupted or error-free operation of the aireal platform or its suitability for a specific purpose. In the event of any defects, aireal undertakes to implement the necessary measures to rectify the defect within a reasonable period of time.

4.2 In the event of defects, the customer is entitled to claim subsequent fulfilment free of charge within a reasonable period of time. aireal is entitled to effect subsequent fulfilment by way of subsequent delivery or subsequent improvement.

4.3 In the event that aireal’s first attempt at subsequent fulfilment with regard to a defect fails, the customer is to grant aireal a second, final attempt at subsequent fulfilment with regard to this defect within a reasonable period of time.

4.4 In the event that this second attempt at subsequent fulfilment also fails, the customer is entitled to the other statutory warranty rights with regard to the individual defects.

5. Liability

5.1 aireal is liable without limitation for intentional or gross negligence as well as in accordance with the Product Liability Act.

5.2 In the event of minor negligence, aireal is liable for damages resulting from injury to life, limb and health of persons. Otherwise, the following limited liability applies: In the event of minor negligence, aireal is only liable in the event of an infringement of a material contractual obligation, the completion of which is essential for the proper fulfilment of the contract and the compliance of which the customer is entitled to rely on regularly. Liability for minor negligence is limited to the damages foreseeable at the time of conclusion of the contract, i.e. damages that may typically be expected to occur. This limitation of liability also applies in favour of aireal’s vicarious agents.

6. Blocking access and other measures

6.1 aireal is entitled to temporarily block access to the aireal platform for the customer when there are definite indications that the customer is in violation of statutory provisions or obligations of the respective contractual relationship or these GTC.

6.2 When the decision to suspend access is taken, aireal is to take into account the legitimate interests of the customer concerned, in particular whether there are any indications that the customer is not responsible for the violation. aireal is to remove the suspension without delay as soon as the violation ends.

7. Confidentiality

The parties undertake to treat the contents of the respective contractual relationship as confidential, unless one party is obliged to disclose them by law or legal provisions, in particular stock exchange regulations.

8. Data privacy

Where personal data is processed, the parties are to comply with the statutory provisions on data protection, in particular the General Data Protection Regulation (GDPR) and the Federal Data Protection Act (BDSG).

9. Subcontractors

aireal is entitled to use other service providers for the purpose of contract fulfilment.

10. Duration and termination

10.1 The respective contractual relationship is subject to ordinary cancellation with a notice period of three months.

10.2 The right of both parties to terminate without notice for good cause remains unaffected. Good cause is deemed to exist in particular when (i) insolvency proceedings are opened against the user’s assets or rejected for lack of assets or out-of-court settlement proceedings take place, (ii) claims of the other party are seized and the seizure is not lifted within two weeks or (iii) the other party seriously breaches its obligations specified in the respective contractual relationship.

10.3 A termination is always required in writing.

11. Applicable law and jurisdiction

11.1 The respective contractual relationship and its interpretation as well as all non-contractual obligations in association are subject to German substantive law. The validity of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.

11.2 The exclusive place of jurisdiction for all disputes arising from and in connection with the respective contractual relationship, including its validity, is Hamburg.

12. Other

12.1 The respective contractual relationship and these GTC represent the entire agreement and understanding of the parties with regard to the subject matter of the contract and replace all verbal or written agreements or understandings made between the parties with regard to the subject matter of the contract.

12.2 In the event of any contradictions or omissions, the provisions of the respective contractual relationship take precedence over these GTC.

(Last updated: August 2024)