PressMatrix GmbH Friedrichstraße 171 10117 Berlin, Germany ("PressMatrix"), is the developer and owner of the exclusive rights of use to the digital publishing platform PressMatrix ("Platform") and a mobile software application that allows digital content to be distributed to end customers ("KioskApp", Platform and KioskApp together the "Products").
1. scope of application; no use by consumers
1.1 These General Terms and Conditions ("GTC") apply to the conclusion of contracts for the use of the Products ("Usage Contracts") between PressMatrix and the customer of PressMatrix ("Customer").
1.2 The application of the customer's general terms and conditions is excluded. Deviating, conflicting or supplementary general terms and conditions of the customer shall only become part of the contract if and to the extent that PressMatrix has expressly agreed to their validity in writing.
1.3 PressMatrix only makes the products available under these GTC to customers who are not consumers within the meaning of Section 13 of the German Civil Code (BGB). The use of the products is therefore not permitted if it cannot be attributed to the customer's commercial or independent professional activity.
2.1 Via the Platform, the Customer has the option of converting, formatting and compiling its digital media content ("Media Content") for use on tablet PCs, smartphones or other mobile end devices (together: "End Devices").
2.2 The KioskApp enables the customer to distribute the media content edited by the customer to end customers in digital form as a single compilation ("issue"), each of which is part of a permanent series ("publication"). By separate agreement, the KioskApp can be expanded to include a browser client that enables end customers to access the Publication via an Internet browser; the GTC provisions for the KioskApp then apply accordingly to this browser client. The customer has the right to publish the number of issues per publication specified in the order form per contract year ("issue quota"). Any unused issue quota at the end of the respective contract year shall expire. Issues in excess of the issue quota ("additional issues") shall be paid for separately.
2.3 PressMatrix provides the customer with the KioskApp as a technical infrastructure. However, it is the customer's responsibility to include in the KioskApp, if desired or legally required, imprints, company names, logos, terms of use, general terms and conditions, data protection provisions and/or other specifications of the customer that go beyond the technical platform. Furthermore, the Customer shall be responsible for (i) creating a user account for the App Store under the Customer's own name on the respective distribution platform for mobile applications ("App Store"); (ii) submitting the KioskApp adapted by the Customer to the applicable terms and conditions of the App Store; and (iii) managing the KioskApp in terms of content and organization both vis-à-vis the end customers and vis-à-vis the App Store operator.
2.4 PressMatrix makes the Products available on PressMatrix servers for use at the access point of PressMatrix's data center ("Service Delivery Point"). In order to use the Products, the customer - or, in the case of the KioskApp, the respective end customer - must have their own access to the Internet and use this access to access the Products at the transfer point of the service.
2.5 The Platform and the KioskApp are each available 99% of the time. Based on the duration of a contract year, availability refers to the ratio of the period during which the customer was able to use the platform or the KioskApp with an existing Internet connection (plus the period during which access was not possible due to planned maintenance work or disruptions beyond PressMatrix's control) in relation to the length of the entire contract year. If the customer expects access to the KioskApp by end customers, e.g. due to a promotion planned by the customer, which is significantly higher than the previous average values and/or which means an increased use of the bandwidth provided by PressMatrix (collectively "traffic peak"), the customer will inform PressMatrix of this at least five working days before the expected traffic peak so that PressMatrix can adjust the available bandwidth accordingly if necessary.
2.6 The other functionalities and system requirements of the products are set out in the service description valid at the time the order is placed.
3.1 PressMatrix grants the customer the non-exclusive, non-transferable right to use the products for an unlimited period of time and without restriction as to location, solely for the purpose of fulfilling the respective license agreement. The right of use expires at the end of the contract term.
3.2 The Customer is not entitled to (i) rent, lease, lend, reproduce, resell or otherwise distribute or transfer the Platform or access to the Platform, including via the Internet or a downstream public or private data network; (ii) use the Products to develop other services; (iii) activate and use functionalities of the Products for which it has not been granted rights of use; (iv) to transfer the rights of use to the Products to third parties or to grant third parties access to the Products; the retrieval of media content by end customers via the Products is not deemed to be a grant of use within the meaning of this provision; (v) to modify, translate, reproduce, decompile or examine the source code of the Products, except to the extent permitted by mandatory law pursuant to Section 69d or Section 69e UrhG; and (vi) to remove, obscure or modify legal notices, in particular those relating to PressMatrix's intellectual property rights.
4.1 The agreed ongoing fees for the temporary use of the products and/or for ongoing additional services are due for payment annually in advance, at the latest by the fifth working day of the agreed billing period.
4.2 All other remuneration, in particular one-off remuneration, remuneration calculated on a time and material basis and per issue, as well as the revenue share, shall be due for payment by the customer no later than ten days after the invoice date.
4.3 PressMatrix invoices the revenue share to be paid by the customer on a quarterly basis. "Gross sales price" is the sales price charged by the customer to its end customers per individual issue of the respective publication ("single issue") or for the regular purchase of several issues of the respective publication ("subscription"). Zero invoices are not issued.
4.4 Invoices are issued by e-mail.
4.5 All agreed fees are net amounts and are subject to VAT at the statutory rate.
4.6 Offsetting against counterclaims by the customer or the withholding of payments due to such claims is only permitted if the counterclaims are undisputed or have been legally established.
4.7 In the case of continuing obligations, we are entitled to increase the remuneration to the extent that we may reduce and increase the remuneration. An increase in remuneration can only be made to a reasonable extent due to increased costs (wages, IT operations, maintenance, tools and costs for further development of the technical means used for the provision of services). We will inform you of any increases in remuneration. Unless a longer period is specified in the notification of change, increases in remuneration shall take effect at the beginning of the third month following your receipt of the notification of change. You are entitled to terminate the contract without notice within six weeks of notification of the increase in remuneration with effect from the date on which the increase in remuneration comes into force. If you do not exercise this right and you have been informed of this legal consequence in the notification of the fee increase, the contract will be continued at the amended fee.
5.1 The Customer undertakes to take appropriate measures to ensure that the hardware and software used by it, including workstation computers, routers, data communication equipment, etc. ("IT systems") are free of any viruses, worms, Trojan horses, etc. ("IT systems") are free of any viruses, worms, Trojan horses etc. ("malware"). ("malware"). Suitable measures include in particular that the customer uses the latest version of the operating system software and a virus scanner on its IT systems and regularly checks the IT systems used for malware and removes it. The customer shall ensure that all data stored on PressMatrix's servers in connection with the use of the products is free of any malware.
5.2 The customer grants PressMatrix a non-exclusive right, limited in time and place, to reproduce, edit, transmit and, where applicable, otherwise use the media content, insofar as this is necessary to fulfill PressMatrix's contractual obligations.
5.3 The customer further grants PressMatrix the non-exclusive right, limited in time to the term of the contract and the use-up period pursuant to clause 9 and unlimited in terms of location, to display the front pages of the editions offered by the customer via the products on the PressMatrix website and make them publicly accessible and to use them in print products for the purposes of self-promotion, i.e. in particular to reproduce them for these purposes, edit them to the extent necessary, make them publicly accessible [and distribute them]. At the same time, the customer authorizes PressMatrix to name the customer as a reference customer.
5.4 The customer warrants (i) that it is the owner of all rights to the media content necessary to grant PressMatrix the aforementioned rights, (ii) that the customer can freely dispose of them and (iii) that the media content is not encumbered with third-party rights.
5.5 When using the products, the customer warrants that it will not store on PressMatrix's servers and/or have PressMatrix store any content that is illegal or violates laws or official requirements, in particular content that glorifies violence, is unconstitutional or pornographic within the meaning of Section 4 (1) No. 10 JMStV, and other unauthorized content within the meaning of Section 4 (1), (2) JMStV.
5.6 Without prejudice to any other rights, in the event of a breach of the foregoing warranties, the customer shall indemnify PressMatrix against any liability to third parties, including reasonable legal defense costs. PressMatrix is further entitled (i) to delete data that does not comply with the provisions of clause 5.1 and (ii) to delete content that does not comply with the provisions of clauses 5.2, 5.4 or 5.5 if the customer does not delete it despite being requested to do so.
5.7 The customer is aware that PressMatrix does not create separate backup copies of the media content and deletes these in accordance with clause 6.6. and after expiry of the contract term in accordance with clause 9.5. It is the customer's responsibility to create backup copies of the media content independently.
6.1 In principle, §§ 536 ff BGB apply to defects in the products. Strict liability is excluded for initial defects. PressMatrix's fault-based liability remains unaffected. In determining whether PressMatrix is at fault, the customer acknowledges that software cannot in fact be created completely error-free.
6.2 Defects will be remedied at PressMatrix's discretion either by repair or replacement.
6.3 Termination by the customer pursuant to Section 543 (2) sentence 1 no. 1 BGB for failure to grant use in accordance with the contract is only permissible if PressMatrix has been given sufficient opportunity to remedy the defect and this has failed.
6.4 PressMatrix assumes no warranty for the customer's and/or end customer's Internet access, in particular for the availability and dimensioning of the Internet access. The customer is responsible for their own Internet access to the transfer point of the service.
7.1 PressMatrix is liable without limitation for loss of life, physical injury or damage to health resulting from a breach of duty by PressMatrix, a legal representative or vicarious agent of PressMatrix, and for loss or damage caused by the absence of a quality guaranteed by PressMatrix or in the event of fraudulent conduct by PressMatrix.
7.2 PressMatrix has unlimited liability for damage caused by PressMatrix or a legal representative or vicarious agent of PressMatrix either intentionally or through gross negligence.
7.3 In the event of a breach of material contractual obligations caused by slight negligence, PressMatrix's liability is limited to the amount of foreseeable damage typical of the contract, except in the cases set out in section 7.1 or section 7.4. Essential contractual obligations are abstractly those obligations whose fulfillment is essential for the proper execution of a contract and on whose compliance the contracting parties may regularly rely.
7.4 Liability under the Product Liability Act remains unaffected.
7.5 Any further liability on the part of PressMatrix is excluded.
7.6 The limitation period for claims for damages by the customer against
PressMatrix is one year, except in the cases set out in clauses 7.1, 7.2 or 7.4.
Analysis tools are integrated into the KioskApp
for the provision of reporting functionalities. Insofar as PressMatrix collects and processes personal data of the customer's end customers via the KioskApp, including via the analysis
tools, this is done exclusively on behalf of the customer. In this case, the provisions of the order data processing agreement to be concluded between PressMatrix and the customer apply. The customer is responsible for ensuring that end customers use the KioskApp in compliance with data protection regulations.
9.1 The customer is permitted to use the products for the duration of the agreed contract term. The contract term begins at the agreed start of the term, irrespective of the time at which the customer customizes the KioskApp within the meaning of section 2.3 and submits it to the respective app store and/or when permission is granted by the app store to publish the KioskApp customized by the customer.
9.2 Unless otherwise agreed, the minimum contract term is two years. The contract of use shall always be extended by a further contract year after expiry of the minimum contract term if it is not terminated by one of the parties at least three months before expiry of the respective contract year. The right of both parties to terminate the contract without notice for good cause remains unaffected by this.
9.3 In particular, PressMatrix has the right to terminate the contract without notice for good cause in the following cases: (i) the customer becomes insolvent or over-indebted; (ii) an application is made to open insolvency proceedings against the customer's assets (whereby the provisions of §112 InsO remain unaffected) or (iii) the customer is in default of payment of the agreed ongoing remuneration or a not insignificant part thereof for two consecutive months or is in default of payment of the ongoing remuneration for a period of more than two months in an amount equal to the ongoing remuneration to be paid for two months.
9.4 Notice of termination must always be given in writing.
9.5 After expiry of the contract term, the customer will no longer be able to access the platform and the media content - subject to an extension of the contract or the conclusion of a new user contract - and the issues will be deleted from the KioskApp by PressMatrix, so that end customers will no longer be able to download issues after expiry of the contract term. If a use-up period is agreed, the customer's end customers can download the issues published during the contract term via the KioskApp for up to three months after the end of the contract term. The media content stored by the customer on the platform and all issues in the app stores can then no longer be opened and/or edited and will be permanently deleted by PressMatrix three months after the end of the contract term.
10.1 The parties are obliged not to make confidential information accessible to third parties for a period of two years after the end of the contract term and not to use it for other purposes that do not serve the cooperation. Confidential information shall include (i) all information about the remuneration agreed between the parties, (ii) all information about the term of the contract, (iii) all technical information and know-how made available to the customer and (iv) other information that is marked as confidential by one of the two parties.
10.2 The confidentiality obligation does not apply to information that has become known or is already known to the other party or to the public without a breach of confidentiality by either party, or that must be made accessible to third parties by legal, judicial or official order.
11.1 PressMatrix reserves the right to amend the services offered and the GTC to the extent that the respective amendment is necessary to reflect changes that were not foreseeable when the respective order was placed and whose non-observance would affect the contractual balance between PressMatrix and the customer, in particular to the extent that PressMatrix (i) is obliged to ensure that the services comply with the applicable law, in particular if the applicable legal situation changes; and/or (ii) complies with a court judgment or an official decision against PressMatrix, and/or (iii) has to adapt the products due to mandatory technical requirements of the app store operators.
11.2 At no time will the changes in performance restrict PressMatrix's fulfillment of its main contractual obligations. In particular, the functionality of the products will not be changed.
11.3 In cases other than those set out in section 11.1, PressMatrix will notify the customer in advance of any changes to the GTC. If the customer does not object to their validity within four weeks of receipt of the notification, the amendments shall be deemed accepted with effect for the future. In the case of an ongoing contract year, the amendments shall not be deemed to have been accepted until the beginning of the following contract year, unless the earlier entry into force is reasonable in the interests of the customer. If the customer objects to the changes, PressMatrix is entitled to terminate the contractual relationship. PressMatrix will make reference to the effect of silence and the right of termination in the notification.
11.4 Any change to the subject matter of the contract and the main performance obligations that would lead to a change in the contractual structure as a whole is excluded from the right to make changes in accordance with clause 11.3. In such cases, PressMatrix will notify the customer of the intended changes and offer to continue the contractual relationship under the amended terms and conditions.
12.1 The agreements concluded between the parties, including these GTC, are subject to the substantive law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods and private international law.
12.2 The exclusive place of jurisdiction is the registered office of PressMatrix.
12.3 Should one or more provisions of these GTC be or become invalid, this shall not affect the validity of the remaining provisions.
12.4 Amendments to agreements concluded between the parties and deviations and/or amendments to the Terms of Use must be made in writing to be effective.
Status 23-06-2025