1. Scope of application

1.1 For the busi­ness rela­ti­onship bet­ween Media Car­rier Solu­ti­ons GmbH, Fering­as­trasse 6, 85774 Unter­foeh­ring (“Media Car­rier”) and the cus­to­mer (“cus­to­mer”), only the fol­lo­wing terms and con­di­ti­ons (GTCs) apply, in the ver­sion valid at the time of commissioning.
Devia­ting gene­ral terms and con­di­ti­ons of the cus­to­mer will not be reco­g­nised unless Media Car­rier expressly agrees to their vali­dity in writing. 

2. Sub­ject of this contract

2.1 The cus­to­mer com­mis­si­ons Media Car­rier to carry out the ser­vices spe­ci­fied in the offer and con­tract docu­ments (“offer”) and to which the pro­vi­si­ons of these GTCs apply, inso­far as they are appli­ca­ble to the respec­tive service.
Arran­ge­ments from the offer take pre­ce­dence over the pro­vi­si­ons of these GTCs, inso­far as they are devia­ted from. 

3. Media Box

Media Box enables the cus­to­mer and his/her cus­to­mers (“users”) to retrieve digi­tal peri­odi­cals, maga­zi­nes, pod­casts etc. (“digi­tal con­tent”) by means of Media Carrier’s soft­ware of ser­vers and data­ba­ses (“Media Box”).
With regard to the retrie­val of spe­ci­fic digi­tal con­tent by a user, sepa­rate GTCs apply, to which the user must con­sent before retrie­ving the digi­tal content.
In the fol­lo­wing it should be con­trac­tually regu­la­ted that Media Car­rier enables the cus­to­mer to use Media Box (e.g. through tech­ni­cal inte­gra­tion of Media Box on the customer’s web­site) so that it is available to the customer’s users. 

3.2 The cus­to­mer must ensure, at his/her own risk and expense, that s/he estab­lishes and main­ta­ins the tech­ni­cal pre­re­qui­si­tes neces­sary in his/her area to secu­rely offer and pro­vide access to Media Box, in par­ti­cu­lar with regard to the hard­ware and soft­ware used and the Inter­net connection.
Media Car­rier shall sup­port the cus­to­mer with the tech­ni­cal set-up of Media Box. 

3.3 In the event of fur­ther deve­lo­p­ments to Media Box and after having been infor­med of these deve­lo­p­ments by Media Car­rier, it is the cus­to­mer’s respon­si­bi­lity, at his/her own risk and expense, to make the neces­sary adjus­t­ments to the IT infra­struc­ture s/he uses.
Media Car­rier shall sup­port the cus­to­mer in these measures. 

3.4 The cus­to­mer ack­now­led­ges that Media Box is also a data­base work or data­base crea­ted by Media Car­rier within the mea­ning of §§ 4 para.
2, 87a para.
1 of the Copy­right Act (Urhe­ber­ge­setz, UrhG).
Asso­cia­ted com­pu­ter pro­gram­mes are sub­ject to the pro­tec­tion of §§ 69a ff. UrhG, works pro­vi­ded are sub­ject to the pro­tec­tion of § 2 UrhG.
Third-party rights to the pro­tec­ted works remain unaffected. 

3.5 In accordance with the pro­vi­si­ons men­tio­ned under Section
3 and on con­di­tion that the remu­ne­ra­tion owed and due is paid, the cus­to­mer shall receive the simple, non-exclu­sive, non-trans­fera­ble, geo­gra­phi­cally unli­mi­ted right to offer Media Box to his/her cus­to­mers or users for use in accordance with the con­tract. This right is limi­ted to the Internet/intranet sub­scrip­tion and to the dura­tion of the contract. 

3.6 The cus­to­mer may only use Media Box accor­ding to Media Carrier’s stipulations.
In par­ti­cu­lar, the cus­to­mer is not entit­led to sub­ject Media Box to a tech­ni­cal rede­sign, nor to decom­pile it ille­gally, etc. Media Car­rier reser­ves the right to refuse access to Media Box if there are indi­ca­ti­ons that the tech­no­lo­gies used by the cus­to­mer and/or users impair its func­tion­a­lity or security.
Media Car­rier shall cont­act the cus­to­mer before blo­cking access, informing the cus­to­mer of the facts and of Media Carrier’s inten­tion to block the customer’s access and giving the cus­to­mer the oppor­tu­nity to remedy the situa­tion within a reasonable period of time; this does not apply to situa­tions of immi­nent danger. 

Media Car­rier is also entit­led to take tech­ni­cal mea­su­res to pre­vent use bey­ond the agreed scope, in par­ti­cu­lar to install appro­priate access barriers.
The cus­to­mer may not use any devices or other means that serve to cir­cum­vent or over­come Media Carrier’s tech­ni­cal measures.
In par­ti­cu­lar, the cus­to­mer may not use web craw­lers, spi­der pro­gram­mes, meta search engi­nes or com­pa­ra­ble tech­no­lo­gies that auto­ma­ti­cally retrieve con­tent from Media Box.
In the event of impro­per use, Media Car­rier is entit­led to imme­dia­tely block the customer’s access to Media Box.
Fur­ther rights and claims of Media Car­rier, in par­ti­cu­lar the right to extra­or­di­nary ter­mi­na­tion for good cause as well as claims for dama­ges, remain unaffected. 

3.7 Media Car­rier makes digi­tal con­tent available via Media Box; howe­ver, it does not create this content.
Media Car­rier the­r­e­fore accepts no lia­bi­lity for the com­ple­ten­ess, cor­rect­ness or topi­cal­ity of the digi­tal content. 

3.8 Media Car­rier endea­vours to con­ti­nuously adapt Media Box to cur­rent requirements.
Media Car­rier the­r­e­fore reser­ves the right to make chan­ges in order to update the sys­tem to the state of the art and to opti­mise the sys­tem, in par­ti­cu­lar to improve user-fri­end­li­ness. Media Car­rier also reser­ves the right to make chan­ges to con­tent, pro­vi­ded that this is requi­red for the pur­po­ses of error cor­rec­tion, updating and com­ple­tion, to opti­mise the pro­gramme or for licen­sing reasons. 

3.9 If, after the con­clu­sion of the con­tract, Media Box is expan­ded to a high degree to include addi­tio­nal con­tent or digi­tal con­tent, Media Car­rier is entit­led to increase the remu­ne­ra­tion by an amount cor­re­spon­ding to the expansion.
Insi­gni­fi­cant expan­si­ons are not taken into account.
The increased remu­ne­ra­tion can be reques­ted for the period fol­lo­wing the date of the expansion.
Media Car­rier shall jus­tify the expan­sion and con­se­quent increased remu­ne­ra­tion to the cus­to­mer. The cus­to­mer must be infor­med in advance of the expan­sion and con­se­quent increased remu­ne­ra­tion by email.
The cus­to­mer is entit­led to ter­mi­nate the con­tract for the use of Media Box on the date on which the increased remu­ne­ra­tion comes into effect, should this date occur before the regu­lar notice period.
If the cus­to­mer does not can­cel or does not can­cel in time, the con­tract shall be con­tin­ued with the new remu­ne­ra­tion amount. 

3.10 Wit­hout pre­ju­dice to Sec­tion 3.10, Media Car­rier is entit­led to increase the remu­ne­ra­tion by giving one month’s notice, pro­vi­ded that after the con­clu­sion of the con­tract there has been an over­all increase in the costs incur­red for the pro­vi­sion of the ser­vices, in par­ti­cu­lar the costs of main­tai­ning and fur­ther deve­lo­ping the tech­ni­cal infra­struc­ture, the costs of licen­sing works by third par­ties or the costs for cus­to­mer ser­vice and gene­ral admi­nis­tra­tion, or inso­far as the mar­ket pri­ces of the works pla­ced in Media Box, in par­ti­cu­lar with regard to digi­tal con­tent, have risen. Media Car­rier shall also take into account any cost savings that may have occurred.
Media Car­rier shall jus­tify the increase in remu­ne­ra­tion to the cus­to­mer and shall inform the cus­to­mer in advance by email.
The increase in remu­ne­ra­tion is limi­ted to the increase in the afo­re­men­tio­ned costs.
The cus­to­mer is entit­led to ter­mi­nate the con­tract for the use of Media Box on the date on which the increased remu­ne­ra­tion comes into effect, should this date occur before the regu­lar notice period.
If the cus­to­mer does not can­cel or does not can­cel in time, the con­tract shall be con­tin­ued with the new remu­ne­ra­tion amount. 

3.11 Upon ter­mi­na­tion of the con­tract, Media Car­rier is entit­led to imme­dia­tely block the customer’s access to Media Box.
In addi­tion, upon ter­mi­na­tion of the con­tract, the cus­to­mer is obli­ged to stop using Media Box and to stop offe­ring it and to remove all Media Car­rier soft­ware com­pon­ents, in par­ti­cu­lar Media Box, from his/her IT infrastructure. 

4. Remu­ne­ra­tion, invoi­cing and due dates

4.1 Unless other­wise spe­ci­fied in the offer, the pro­vi­si­ons of this para­graph apply to remu­ne­ra­tion, invoi­cing and due dates.

4.2 With regard to ser­vices rela­ted to Media Box, remu­ne­ra­tion shall be made monthly in advance at the begin­ning of the calen­dar month — no later than the third working day.

4.3 All amounts sta­ted in the offer are exclu­sive of sta­tu­tory VAT.

4.4 Invoices are due for pay­ment imme­dia­tely upon receipt.

5. Start, dura­tion and ter­mi­na­tion of the contract

5.1 Unless other­wise sti­pu­la­ted in the offer, the pro­vi­si­ons of this para­graph apply to the start, dura­tion and ter­mi­na­tion of contracts.

5.2 A con­tract is con­cluded when the cus­to­mer accepts the bin­ding offer from Media Car­rier con­tai­ned in the offer docu­ments, inclu­ding the pro­vi­si­ons of these GTCs, by sig­ning it in writing.
The requi­re­ment for the writ­ten form is also dee­med to have been ful­fil­led if the cus­to­mer sends a scan of the signed Media Car­rier offer by email, fax, etc. 

5.3 The con­tract period is 12 months.
It shall be exten­ded by a fur­ther 12 months if notice of ter­mi­na­tion is not given at least 3 months before the end of the con­tract period. 

5.4 Notice of ter­mi­na­tion must be given in text form (e.g. email).

5.5 The recipient’s receipt of the ter­mi­na­tion is decisive for estab­li­shing com­pli­ance with the notice period.

5.6 The right to extra­or­di­nary ter­mi­na­tion of the con­tract for cause remains unaffected.

6. Con­fi­den­tia­lity

6.1 The par­ties agree to main­tain sec­recy with respect to con­fi­den­tial information.
This obli­ga­tion also remains in place after the con­tract has come to an end. 

6.2 The fol­lo­wing con­fi­den­tial infor­ma­tion is excluded from this obligation:

6.2.1 Infor­ma­tion which can be shown to have alre­ady been known by the reci­pi­ent upon con­clu­sion of the agree­ment, or became known by a third party the­re­af­ter, wit­hout a con­fi­den­tia­lity agree­ment, sta­tu­tory regu­la­ti­ons or offi­cial orders being vio­la­ted in the process;

6.2.2 Infor­ma­tion which was publicly known upon the con­clu­sion of the agree­ment, or was made publicly known the­re­af­ter, in so far as this does not con­cern an inf­rin­ge­ment of this agreement;

6 2.3 Infor­ma­tion which must be dis­c­lo­sed on the basis of sta­tu­tory obli­ga­ti­ons or by order of a court or public authority.
Inso­far as it is per­mis­si­ble and fea­si­ble, the reci­pi­ent obli­ged to dis­c­lose shall inform the other party in advance and give the other party the oppor­tu­nity to take action against the disclosure. 

6.3 Fur­ther­more, the par­ties shall only dis­c­lose con­fi­den­tial infor­ma­tion to employees who need to know said infor­ma­tion for the pur­po­ses of exe­cu­ting the con­tract, and pro­vi­ded that said employees are under an obli­ga­tion to main­tain sec­recy after lea­ving the com­pany to the ext­ent per­mis­si­ble by employ­ment law.

7. Lia­bi­lity

7.1 Media Car­rier is lia­ble, for wha­te­ver legal reason, within the frame­work of the sta­tu­tory pro­vi­si­ons only in accordance with this paragraph.

7.2 Media Car­rier has unli­mi­ted lia­bi­lity for damage resul­ting from injury to life, limb or health, as well as for damage based on intent or gross negli­gence on the part of Media Car­rier or one of its legal repre­sen­ta­ti­ves or vica­rious agents, as well as for damage due to non-com­pli­ance with a gua­ran­tee given by Media Car­rier or gua­ran­teed pro­perty or because of frau­du­lently con­cea­led defects.

7.3 Media Car­rier is lia­ble, limi­ted to com­pen­sa­tion for the fore­seeable damage typi­cal for the con­tract, for damage that is based on a slightly negli­gent breach of essen­tial con­trac­tual obli­ga­ti­ons by Media Car­rier or one of its legal repre­sen­ta­ti­ves or vica­rious agents.
Essen­tial con­trac­tual obli­ga­ti­ons are such obli­ga­ti­ons, the ful­film­ent of which is essen­tial for the pro­per per­for­mance of the con­tract and upon com­pli­ance with which the con­trac­ting par­ties can usually rely. 

7.4 The strict lia­bi­lity of Media Car­rier for defects alre­ady exis­ting at the time of the con­clu­sion of the con­tract pur­su­ant to § 536a para.
1 clause 1 of the Ger­man Civil Code (Bür­ger­li­ches Gesetz­buch, BGB) is excluded, sub­ject to the above pro­vi­si­ons in this paragraph. 

7.5 Lia­bi­lity under the Pro­duct Lia­bi­lity Act (Pro­dukt­haf­tungs­ge­setz) remains unaffected.

7.6 Claims for dama­ges in accordance with Sec­tion 7.3 lapse one year from the start of the sta­tu­tory limi­ta­tion period.

7.7 The abo­ve­men­tio­ned rest­ric­tions also apply to Media Carrier’s legal repre­sen­ta­ti­ves and vica­rious agents if claims are made directly against them.

8. Final provisions

8.1 The place of per­for­mance is Munich.
The exclu­sive place of juris­dic­tion for dis­pu­tes with mer­chants, legal enti­ties under public law or public law spe­cial funds from con­tracts is also Munich. 

8.2 The law of the Fede­ral Repu­blic of Ger­many applies, under exclu­sion of the UN Con­ven­tion on Con­tracts for the Inter­na­tio­nal Sale of Goods (CISG).

8.3 The cus­to­mer may only trans­fer to third par­ties the rights and obli­ga­ti­ons ari­sing from or in con­junc­tion with this agree­ment fol­lo­wing writ­ten con­sent from Media Carrier.

8.4 The cus­to­mer is only aut­ho­ri­sed to off­set and exer­cise lien or reten­tion rights if the claims s/he has asser­ted are reco­g­nised by Media Car­rier or are undis­pu­ted or have been legally established.

8.5 Chan­ges and addi­ti­ons to this agree­ment must be in writing.
This shall also apply to any change to or wai­ver of this clause.
The writ­ten form is also dee­med to have been main­tai­ned if a scan of the agreed and signed mea­sure is recei­ved by the other party (e.g. by email or fax). 

8.6 Should indi­vi­dual pro­vi­si­ons of this con­tract be inef­fec­tive, this does not fun­da­men­tally affect the vali­dity of the remai­ning provisions.
The con­trac­ting par­ties shall endea­vour to find a pro­vi­sion in place of the inef­fec­tive pro­vi­sion that most clo­sely matches the con­trac­tual objec­tive, both legally and commercially. 

8.7. The offer and con­tract docu­ments are an inte­gral part of these GTCs, unless they have been expressly declared non-binding.