Terms and Conditions

Applicability

All products and services offered by Filestage GmbH (henceforth referred to as “Filestage” or the “Provider”) are directed exclusively at industries, companies, regulators, public or charitable organisations, societies, associations, trade organisations and freelance professions, who, upon entering into a legal transaction, act as part of their commercial or self-employed business activity (§ 14 BGB).

§ 1 Object of this contract

The object of this contract is the licensing of software by the Provider for the use of the customer via a remote data connection. The software in question is “Filestage”, which has been developed by the Provider and includes the following features: Saving, sharing, and commenting on media files and the management of media projects.
The software contains a variety of modules, which operate as self-contained features within the software.

§ 2 Software licensing

(1) The Provider makes available to the customer the functionality, as outlined in the appendix “Software Specifications”, of the software “Filestage” (henceforth referred to as “Software”) within the scope of functions and according to the functional prerequisites outlined in more detail therein. The Software is made available for use by the Provider at the transfer point (interface of the Provider-run data network and other networks) as outlined in the appendix “Software Specifications”. The Software remains on the IT systems of the Provider. The Provider is not responsible for the establishment and maintenance of the data connection between the customer’s IT system and the Provider-run transfer point to the internet. The Provider further supplies storage – according to the definition in the appendix “Software Specifications” – on his IT systems for the resulting user data from the Software to the customer.
(2) The Provider continues to develop the Software on an on-going basis. As part of further development, bugs are fixed and new features are added. The customer has no claim to new functionalities, unless this has been explicitly agreed. The Provider has the right to add new features to the Software.
(3) The Provider transfers the application software to the customer at the transfer location with availability for use defined as follows.

• Mon 00:00 h – Sun 24:00h, 99,1%
• Customers on the Enterprise plan can enter into an extended uptime SLA with Filestage.

The Provider can interrupt the service for a defined time period to carry out maintenance. The customer may not withhold his consent to these interruptions unduly. Filestage will attempt to notify administrators at least 8 hours in advance of any planned downtime lasting longer than 60 minutes.

The following downtime will not be included in availability:

• Scheduled downtime / maintenance
• Any force majeure events and other factors outside of Filestage’s control
• Internet outages and failures
• Acts or omissions of customer and its users
• Enforcement of regulations

Filestage offers the possibility to conclude an extended support and service level agreement as part of an enterprise license agreement. If customers are interested in an SLA, they can contact priority.support@filestage.io directly.

§ 3 Support of the Software

The customer can contact the Filestage support anytime or use the help center to resolve questions.

Filestage agrees to provide support during the following support hours:

Type of Support Request	Support Channels	Support Hours	First Response Time
A question about the functionality, the service modalities, feedback on the application or suggestions for improvement.	E-Mail: support@filestage.io	Monday 8:00 h till Friday 21:00 h CET	Within 8 hours during support hours.
Unavailability or misbehaviour of the application.	E-Mail: support@filestage.io	Monday 8:00 h till Friday 21:00 h CET	Within 8 hours during support hours.

Filestage offers the possibility to conclude an extended support and service level agreement as part of an enterprise license agreement. If customers are interested in an SLA, they can contact priority.support@filestage.io directly.

§ 4 Right to register

(1) To use the Software, registration is a prerequisite. There is no entitlement to the use of the Software. The Provider reserves the right to deny any requests for use without explanation.
(2) Registration is only open to customers who are of age and legally competent. Minors may not register. For a legal entity, the registration has to be completed by a legally competent and authorised representative, natural person.

§ 5 Registration on the platform

(1) The contact details and other information required by the Provider during the registration process must be complete and correct. The registration of a legal entity requires the additional designation of an authorised representative, natural person.
(2) Following the completed submission of all required data by the customer, the data is reviewed by the Provider with respect to completeness and plausibility. If all details are correct from the perspective of the Provider and there are no other concerns on the part of the Provider, the Provider activates the requested access and notifies the customer of this via email. The email is considered acceptance of the request for use. The customer has to confirm his activation by clicking the link contained in the email within 24 hours.

§ 6 Customer data updates

The customer must keep his details (including his contact details) updated. In the event that, during the period of use, a change in the supplied data occurs, the customer must immediately correct the details in his personal settings online. If the customer is unable to do so, he can also communicate the changed details via email or fax.

§ 7 Online manual

(1) The Provider makes an online manual for the use of the Software available. The Provider decides at his own discretion, whether changes to the Software necessitate an addition or revision to the online manual.

§ 8 Data storage and transfer

(1) The customer has the option to deposit data, which he can access in connection with the licensed software, in the storage capacity supplied for him by the Provider. The Provider is only obligated to supply the storage capacity for use by the customer. The Provider has no custodial or care responsibilities with respect to the data transferred and processed by the customer. The observation of any trade- or tax-related retention periods is the sole responsibility of the customer.
(2) The amount of storage made available to the customer is defined in the appendix “Software Specifications”.

§ 9 Processing of personal data

(1) If the customer processes personal data as part of this transactional agreement, he is responsible for the compliance with any data protection regulation. The Provider processes the data transferred by the customer only within the framework of instructions issued by the customer. If the Provider holds the opinion that a customer’s instruction violates data protection regulations, he will immediately notify the customer of this. The Provider offers the customer the option of encrypted data transfer. Beyond that, the contract for order data processing regulates further details of the processing of personal data.
(2) The Provider only collects and uses data within the scope necessitated by the execution of this contract. The customer agrees to the collection and use of such data within this scope.

§ 10 Return of data

(1) The Provider does not have a right of retention or a statutory lessor’s lien (§ 562 BGB), with respect to the customer’s data.
(2) The Provider will delete the customer’s data available to him within 30 days after the handover of data to the customer, in connection with the termination of the contract, unless the customer notifies the Provider of the illegibility or incompleteness of the data during that time period. Lack of notification will be regarded as agreement to the deletion of data. The Provider shall indicate for the customer particularly the intended significance of his actions.

§ 11 Changes to the software and modules

The Provider has the right to change modules provided free of charge at any time, to make available new modules free of charge or paid-for, and to terminate the provision of free-of-charge modules. In these cases, the Provider will show consideration of the legitimate interests of the customer.

§ 12 Data backup

The Provider conducts a weekday (Monday – Friday, and holidays) backup of the customer’s data on the IT system. The backups are retained for one week respectively and deleted subsequently. Data backup is not an obligatory service provided by the Provider. The customer can download existing media files, and as such can create a backup.

§ 13 Access authorisation

The customer receives access authorisation, consisting of the customer’s email address and a password, for every user account claimed. The customer may only share the email address and password with users authorised by him, and they are otherwise to be kept secret.

§ 14 Customer cooperation

(1) It is up to the customer to establish a data connection between the workstations intended for use and the data transfer point, defined by the Provider. The Provider has the right to define the transfer point anew at any time, as long as this is necessary to ensure problem-free use of service by the customer. In this case, the customer will establish a connection to the newly defined transfer point.
(2) The contractual use of service offered by the Provider depends on the customer’s hard- and software, including workstation computers, routers, data communication devices etc., meeting the technical minimum requirements of the currently offered Software, and on the users, authorised by the customer, being familiar with the use of the Software. Furthermore, the customer will only utilise such hard- and software as meets the minimum requirements outlined in the appendix “Software Specifications”, to access the Provider’s services. The configuration of the IT system is the responsibility of the customer. The Provider offers to support him in this under a separate agreement and for a fee.

§ 15 Use of brand names, names and logos

(1) The customer gives permission for the Provider to use company identifiers, names, brand names and logos of the customer (“Signs”) pursuant to the following provisions.
(2) The vendor is permitted to use Signs for the purposes of presentation and advertisement. In particular, the Provider is permitted to use the Signs for the purpose of presentation and advertisement on the company website, as well as other Provider-run websites, portals, in brochures, flyers, newspapers, magazines, for exhibitions and events of any kind.
(3) The customer gives these permissions to the Provider free of charge.
(4) The customer may withdraw permission at any time in writing, as long as he can claim a legitimate interest. As legitimate interests qualify in particular insolvency, cessation of business activity, business divestiture or a legal claim by a third party against the customer with regard to the rights of use of the Signs.

§ 16 Right of usage

(1) The customer is given a single right of usage (not sub-licensable and non-transferrable) to the Software, limited to the term of duration of this contract, pursuant to the following provisions.
(2) The customer uses the Software on the Provider’s IT system. There is no transfer of the Software to the customer. The Software may only be used for the customer’s own business activity and by his own members of staff.
(3) The customer may only use the Software through the contractually agreed-upon number of people at any one time.
(4) The customer must not make changes to the Software. This does not apply to changes, which are necessary for the correction of errors, if the Provider has fallen behind schedule with respect to the correction of errors, refuses to correct the error or is unable to correct the errors as a result of pending insolvency.
(5) If the Provider releases new versions, updates, upgrades or other new supplies with regard to the Software, the above-mentioned provisions will also apply to those.
(6) The customer is not entitled to rights, which have not explicitly been granted to the customer above. The customer particularly does not have the right to use the Software beyond the agreed-upon usage, or allow its use by a third party or to make the Software accessible to a third party (the exception is the authorised use by members of staff). In particular, it is not permitted to copy, sell, lease for a limited time, particularly not to license or lend the Software.
(7) The customer must take the necessary precautions to prevent the use of the Software by unauthorised parties.
(8) The customer is liable for ensuring that the Software is not used for any racist, discriminatory, pornographic, endangering the protection of minors, politically extreme or otherwise illegal purposes or other purposes counter to official regulations and requirements, and that no such data, in particular application data, is created and/or saved on the Provider’s IT system.
(9) If the customer violates the provisions set out in Paragraphs 1 – 8, for reasons attributable to the customer, the Provider may – following notification of the customer in writing – cut off the customer’s access to the Software, if the violation can demonstrably be remedied as a result.
(10) If the customer unlawfully violates Paragraph 8, the Provider is entitled to delete the affected data, the application data respectively. In the event of an unlawful violation through users, the customer must share with the Provider immediately and in full all details relevant for the filing of a claim against the user, in particular his name and address. If the customer, following a corresponding written warning, continues to violate or repeatedly violates the provisions in Paragraph 1 – 8, for reasons attributable to the customer, the Provider may terminate the contract immediately and without observing any notice period.
(11) If a breach of duty is attributable to the customer, the Provider is entitled to claim damages.

§ 17 Payment

(1) Payment is due for each user account and, where applicable, for each module by the month. Prices can be found on the Provider’s price list.
(2) Payment, plus VAT, is owed at the respective statutory rate.
(3) Payment is due monthly, or where applicable, annually (depending on agreement) in advance.
(4) If the Provider grants free use of Software for a limited time, or trial months, there are no payment obligations for the respective timeframe.
(5) Payments are made via the respective payment methods offered. The Provider may exclude payment methods in individual cases.

§ 18 Purchasing further paid-for modules

The Provider offers further paid-for modules within the Software. The applicable prices are displayed online directly to the customer. If the use of further modules requires additional payment, the customer will be notified of the ensuing cost, the payment methods and further relevant details, prior to accessing the respective module online. Only afterwards does the customer have the option of ordering the respective module bindingly.
Please note: By clicking on the relevant button, you declare bindingly that you want to access the respective module. By doing so, the customer accepts the Provider’s binding offer of licensing a paid-for module and another contractual agreement takes effect. These terms and conditions apply also to this contractual agreement, as well as, if applicable, other conditions, about which the Provider will inform the customer prior to the module’s purchase. If you don’t want to access the paid-for module, you click the relevant button or use the “back”-button of your browser to return to the previous page.

§ 19 Adding of own content by the customer

(1) The customer may add content, within the functionality available on the portal and pursuant to the following regulations, within the framework of Software usage.
(2) By adding content, the customer grants the Provider the free and non-transferable rights to use the respective content, in particular

• for the saving of the content on the Provider’s server,
• for the processing and reproduction, insofar as this is necessary for the provision, and, where applicable, publication of the respective content, and

as and when the customer deletes the content added by him, the rights of use and exploitation extended to the Provider expire. The Provider retains the right to keep copies made for backup and verification purposes. The Provider is also entitled to keep the data in an external data processing centre.
(3) The customer is solely responsible for the content added by him. The Provider does not perform checks as to completeness, accuracy, legality, timeliness, quality and fitness for a specific purpose. The customer thus declares and ensures towards the Provider that the customer is the sole owner of all rights to the content added by him, or is otherwise entitled (e.g. through valid permission by the rightsholder) to add the content and to grant the rights of use and exploitation according to above Paragraph (2).
(4) The Provider reserves the right to refuse the addition of any content and/or to process, block or remove any previously added content without prior notice, if the adding of content by the customer or the added content itself has led to violation of § 14 section 8, or if there is concrete evidence that there will be a severe violation of § 14 section 8. In these matters, the Provider will consider the customer’s legitimate interests and choose the least drastic means of defence against a violation of § 14 section 8.

§ 20 Contract term

(1) The contractual agreement begins with the formation of contract and lasts for the contractually agreed-upon time period. It renews automatically, according to contractual agreement, for the respectively agreed-upon amount of time, unless one party terminates the contract in compliance with the agreed-upon notice period. The notice shall be given in writing.
(2) An extraordinary termination as a result of, or in connection with a breach of duty is only possible following a written warning and within a reasonable time limit.
(3) Irrespective of the regulation set out in section 2, the Provider can terminate the contract without notice, if the customer is behind on the payment for two consecutive months, or on a significant proportion of payment; or if the customer, in a time period, spanning more than two months, is behind on the payment of fees amounting to the payment of fees for two months.

§ 21 Confidentiality

(1) The contracting parties shall enter into an agreement of non-disclosure regarding all confidential information, which has come to their attention as part of this contractual agreement, or use it only after obtaining written permission by the other party with a third party, regardless to what purpose. Among the information to be treated confidentially is the information explicitly termed confidential by the information-providing party and such information, the confidentiality of which is implied clearly by the circumstances of their transfer. The Provider ought to treat confidentially, in particular, the application data, should it become known to him.
(2) The obligations according to section 1 are void for such information or parts thereof, where the receiving party can prove that it

• was known to them prior to the date of receipt, or was generally accessible;
• was known to the public prior to the date of receipt, or was generally accessible;
• was known to the public after the date of receipt, or was made generally accessible, without the information-receiving party being responsible for it.

(3) Public declarations of cooperation between the two parties are only made following prior mutual agreement.
(4) The obligations according to section 2 extend beyond the term of the contract for an indefinite time period, specifically, for as long as an exceptional circumstance, as listed in section 2, cannot be proven.

§ 22 Warranty

(1) If the services provided by the Provider are inadequate, because their viability for contractual use is not insignificantly impaired, the Provider is liable according to the legal requirements for material and legal defects.
(2) The customer is obligated to report defects to the Provider immediately. Warranty claims for defects expire within one year.

§ 23 Liability, limits of liability

(1) The parties shall assume mutually liable in cases of intent or gross negligence for all damages caused by them as well as their legal representatives or proxies.
(2) In cases of slight negligence, the parties assume liability in the event of injury to life, body or health.
(3) In any other event, a party is only liable, if they have violated a substantial contractual obligation. In these cases, the liability is limited to the foreseeable, predictable ensuing damages. The Provider’s liability, regardless of culpability, pursuant to defects at the start of contract will be excluded; Section 1 and 2 remain unaffected.
(4) Liability according to product liability law remains unaffected.

§ 24 Limitation of liability for use free of charge

In the event that the customer should suffer damages as a result of free-of-charge use of the Software (use free of charge, trial phase), the Provider will assume liability only in cases, where the damages were incurred as a result of contractually agreed-upon use of the Software, and only in cases of intent (including fraud) and gross negligence on the part of the Provider.

§ 25 Changes to the contract terms

Unless other specific provisions have already been made, the Provider retains the right to change or amend these contractual terms as follows. The Provider shall notify the customer of the changes or amendments in written form at least six weeks prior to their taking effect. If the customer does not agree to the changes or amendments of the contract terms, he can object to them within a deadline of four weeks from the intended time of the changes or amendments taking effect. The objection must be made in writing. If the customer does not object, the changes and amendments are considered approved by the customer. The Provider shall, as part of his notification of changes and amendments, indicate particularly the intended significance of his actions.

§ 26 Closing provision

(1) The assignment of claims is only permissible following prior written agreement by the other contracting party. The agreement may not be unduly withheld. The regulations according to § 354 a HGB remain unaffected hereof.
(2) A right of retention may only be claimed as a result of counterclaims from the respective contractual agreement.
(3) The contracting parties may only offset claims, which have been ascertained legally and are undisputed.
(4) All changes, amendments and termination of contractual agreements require written form, as does the repeal of the written form requirements, as long as this contract does not intend the written form.
(5) In the event that individual regulations or party agreements shall be invalid in part or as a whole, or become invalid, the validity of the remaining provisions remain unaffected.
(6) The applicable law is that of the Federal Republic of Germany. The jurisdiction is, where applicable, the registered seat of the Provider.

Appendix Software Specifications

Description

Filestage is a web-based application, which simplifies approval processes between media creatives and their clients.
Users upload their files to Filestage. Clients and colleagues can comment on and approve the file from within their web browser.

Functionality

The web application includes the saving, sharing and commenting on media files, as well as the management of media projects.

Technical requirements

Browser

Filestage supports the latest versions of major web browsers. Since Filestage is based on modern web technologies, the optimum user experience can only be ensured in the latest browser versions. Regular browser updates are therefore recommended. The following browsers are currently supported.

Desktop:

• Chrome (the last 3 versions)
• Firefox (the last 3 versions)
• Safari (the last 3 versions)
• Edge (the last 3 versions)
• Internet Explorer (version 11 and above)

Mobile:

• Chrome Mobile (latest version)
• Safari Mobile (latest version)

Bandwidth

To ensure the best possible usage, the web application requires a stable internet connection. The upload and download speeds may be affected by the user’s bandwidth.

Storage space

Filestage provides for its users a limited amount of digital storage space within the web application. The size of the storage space varies according to the chosen subscription.

Point of transfer

Unless otherwise specified, the web application shall be made accessible to the user via a public link. This link is accessible via the Provider’s homepage.