General Terms and Conditions
of Business and Use
cofenster GmbH

1. GENERAL

1.1 These General Terms and Conditions of Business and Use (hereinafter referred to as "Terms and Conditions") apply to all paid, time-limited uses of software applications based on Software as a Service provided by cofenster GmbH, Steinhöft 9, 20459 Hamburg (hereinafter referred to as "cofenster", "we" or "us") by a customer.

1.2 The customer (hereinafter referred to as "customer", "you" or "yours") is a company that uses the software solution provided by cofenster to enable its employees to create video marketing material and other video messages.

1.3 The customer and cofenster may collectively be referred to as "the parties" hereinafter.

1.4 Any terms and conditions of the customer that deviate from these Terms and Conditions are expressly rejected. For the use of the cofenster software, only these Terms and Conditions and the agreements referred to herein shall apply. This also applies if the customer refers to its own terms and conditions in the context of an order or in any other documents, and cofenster does not expressly object in such cases.

1.5 Customers can only be companies within the meaning of § 14 para. 1 BGB (German Civil Code). 

1.6 The cofenster software is a software that enables the customer to edit and customize recorded videos. For customization, the customer can, for example, add their own texts, graphics, images, or music to the videos.

1.7 These Terms and Conditions are intended to define the respective rights and obligations in the context of using the cofenster software.

2. DEFINITIONS

The terms highlighted in bold below have the meanings stated below, regardless of whether they are used in the singular or plural.

"Order" refers to the additional form concluded with the customer during the booking of the cofenster software, which includes details of the scope of services, price, and payment conditions. 

„cofenster App“ refers to our application for mobile devices, through which the user can create and edit their own video material using the cofenster software. 

„cofenster Software“ refers to our web-based applications, tools, and platforms for video creation (including website hosting) that can be accessed through our website www.cofenster.com and our cofenster App.

“cofenster Packages” refers to the packages described on the website. 

"Customer Account" refers to the access to the cofenster Software through an individual account.

"User" refers to the respective natural person (e.g., employees, representatives, consultants, contractors, or authorized persons of the customer) who uses and works with the cofenster Software through the web application or mobile application. 

"Trial Period" refers to the period during which cofenster voluntarily provides the customer with free access to the cofenster Software for trial use. The specific period may vary and will be indicated at the start of the trial period. 

"Personal Data" refers to data as defined in Art. 4 No. 1 of the General Data Protection Regulation (GDPR).

"Contract" refers to all contract documents, consisting of the General Terms and Conditions of Business and Use, the Order, and any contract documents referenced therein. Deviating general or special terms and conditions of the customer do not become part of the contract.

"Contract Term" refers to the period from the initial conclusion of the contract (initial term) and all subsequent renewal terms of the contract.

3. CONCLUSION OF THE CONTRACT

3.1 The contract is concluded by accepting the order for the cofenster software. By expressly or implicitly accepting the order from cofenster, you agree to be bound by the version of the Terms and Conditions that are in effect at the time of the respective offer. Legal entities must act through a natural person who has the authority to enter into contractual obligations on behalf of the respective legal entity.

3.2 The acceptance of the General Terms and Conditions is only valid when made in full and unconditionally. Conditional acceptance is considered ineffective. If you do not agree to the Terms and Conditions or the contract, you will not be granted access to the cofenster software.

3.3 As a customer, you are responsible for ensuring that your users comply with the contractual obligations and you are liable to cofenster in this regard. You agree to actively cooperate with cofenster and, in particular, its employees to ensure the proper execution of the contract.

4. ORDERING COFENSTER PACKAGES

4.1 Access to the cofenster software requires the ordering of a cofenster package.

4.1.1 Trial Period

(1) cofenster may provide the cofenster software to first-time users free of charge for a trial period. The functionalities of the cofenster software are limited during this trial period. During the trial use, the customer is only entitled to use the cofenster software internally for evaluation purposes, limited to the duration of the trial period. Productive use is strictly prohibited during the trial period.

(2) The use during the trial period is at your own risk.

(3) cofenster reserves the right to grant the authorization for free trial use at its own discretion and may refuse the customer, particularly in the case of repeated use of this function.

(4) cofenster assumes no liability in terms of warranty for the presence of specific features during the provision of the cofenster software for trial use.

(5) The free trial use and the customer's right to use the cofenster software during the trial period will automatically end upon the expiration of the trial period. Any content stored by the customer will be deleted after the trial period expires.

(6) If the customer wishes to continue using the cofenster software after the trial period, they must enter into a paid contract.

4.1.2 cofenster Packages

(1) cofenster offers various packages with different scopes. The individual cofenster packages and their corresponding components are described on www.cofenster.com. Additionally, cofenster creates customized cofenster packages for companies. Please contact us via our website, and we will develop a package tailored to your requirements.

(2) The offers made by cofenster are generally binding for 30 days from the date of issuance, unless stated otherwise in the order. If the customer does not accept the offer within this period, it loses its binding effect. To conclude a cofenster package, the customer must accept the corresponding order in written form by signing it within the specified deadline.

(3) By accepting an order, the Terms and Conditions in their current version at the time of accepting the offer and concluding the contract are fully and unconditionally incorporated.

(4) If you wish to make changes and additions to the order (e.g., number of customer accounts, account extensions, additional services), a new offer must be created accordingly. The new offer will become effective at the agreed-upon time and replaces or expands the previous offer if accepted by you.

5. CUSTOMER ACCOUNT AND ACCESS

5.1 Access to the cofenster software is exclusively online through the cofenster web app, accessible at www.cofenster.com, and through the native app. The native cofenster app can be downloaded by the customer from the Play Store or App Store. During the contract term, cofenster grants the customer access to the cofenster software through these three channels.

5.2 The use of the services is as follows: The customer creates an online customer account at www.cofenster.com by entering an email address and a password. Using their email address and password (hereinafter referred to as "login credentials' '), the customer can login and use the cofenster software. The customer is obligated to grant access to their customer account only to adult employees. The customer must keep the password confidential and protect it through appropriate measures. Creating the customer account is free of charge for the customer. The customer is obliged to promptly notify cofenster if there is suspicion that the login credentials may have become known to unauthorized persons. cofenster is not responsible for misuse of the login credentials.

5.3 The customer is responsible for providing the necessary technical requirements for using the cofenster software at their own expense. Access to the cofenster software is only possible using an up-to-date browser such as Chrome, Firefox, or Safari.

5.4 To use the cofenster app, the customer generates a code through their access on www.cofenster.com, which the customer enters in the cofenster app along with the email address provided during the creation of the customer account. If the email address and code match, the customer can use the cofenster app.

5.5 The customer is responsible for regularly performing appropriate data backups at their own responsibility and keeping the secured files in a protected location. The data backup must be performed in a way that allows for their restoration at any time.

5.6 The customer is obliged to check their own content for viruses or other malicious software before transmitting it to the cofenster software and to use virus protection programs in accordance with the state of the art.

5.7 The customer must promptly inform cofenster of any outages, disruptions, or other impairments of the cofenster software. If the customer fails to make such a report, § 536c BGB (German Civil Code) shall apply accordingly.

5.8 The customer will indemnify cofenster immediately from all costs, claims, and disadvantages that third parties assert against cofenster due to a breach of these Terms and Conditions and/or the Usage Policy by the customer. Furthermore, the customer is obliged to reimburse cofenster for all costs arising from the infringement, in particular the costs of reasonable legal defense, including court and attorney's fees. This shall not apply if and to the extent that the customer proves that they are not responsible for the infringement.

6. USAGE RIGHTS

6.1 The customer is authorized to use the cofenster software as provided by cofenster worldwide.

6.2 The cofenster software is protected by copyright. The customer is granted a non-exclusive right to use the cofenster software, which is not sublicensable or transferable, and is limited to the duration of the contract, in accordance with the contractual provisions.

6.3 The cofenster software may only be used by the customer and the number of users specified in the contract. Usage is limited to the customer's internal business purposes. Any further use is not permitted. In particular, the customer is not allowed to rent, lease, or allow a third party to use the cofenster software for their own purposes. The customer is specifically prohibited from acting as a service provider to third parties using the cofenster software.

6.4 Neither the customer nor individual users are allowed to make modifications to the cofenster software or to decompile, disassemble, reverse engineer, or otherwise interfere with the program logic. Specifically, the customer is not allowed to modify the program code of the cofenster software or any parts thereof, nor to discover the source code in any other way, or create derivative works based on the cofenster software. This does not apply in cases explicitly provided for by law in §§ 69d, 69e of the German Copyright Act (UrhG). Therefore, the prohibition on making changes to the software does not apply to changes necessary for error correction, provided that the provider is in default of error correction, refuses to rectify the error, or is unable to do so due to the opening of insolvency proceedings.

7. OWNERSHIP AND WARRANTIES

7.1 Videos and Content

7.1.1 cofenster has no influence over the content created by the customer in the respective videos. cofenster merely provides tools for video creation. Once the videos are downloaded, all rights to the created videos belong solely to the customer.

7.1.2 The customer guarantees that they only use content in the cofenster software for which they have the necessary rights. This includes any music, images, fonts, logos, colors, or similar additional content provided and used by the customer. The customer will obtain any necessary authorizations and consents before using such content.

7.1.3 The customer is prohibited from recording, editing, or producing unlawful content using the cofenster software. Furthermore, the customer is not allowed to create content using the cofenster software that is listed as prohibited content in the Usage Policy.

7.1.4 Before using the cofenster software, each user must agree to the cofenster Usage Policy (hereinafter referred to as "Usage Policy"). The Usage Policy primarily contains provisions regarding the content processed using the cofenster software. The Usage Policy is attached to these Terms and Conditions as Appendix 1.

7.2 Media Libraries

The customer has the option to include third-party music in the videos. As for the content provided by cofenster, the customer may only incorporate such content into the created videos through the cofenster software. Separate use of this content on other platforms, in other software, or in any manner outside of the cofenster software is prohibited.

8. CONTRACT TERM AND TERMINATION

8.1 Contract Term

8.1.1 The contract term is defined in the order. The contract term begins on the date specified in the order or, if no date is specified, on the date the contract becomes effective, which corresponds to the date of acceptance of the order by the customer, and applies for the period stated in the order ("Initial Term").

8.1.2 If no timely termination of the contract is made in accordance with Clause 8.2, the contract term will automatically and repeatedly extend after the expiration of the Initial Term for successive periods of the same length ("Renewal Term").

8.1.3 The contract will automatically terminate at the end of the current contract term upon termination.

8.1.4 Any partial contract term is payable in full.

8.2 Termination

8.2.1 After the expiration of the Initial Term and each Renewal Term, the customer may terminate the contract at any time by providing a written notice to cofenster. The termination of the contract must be addressed to the main contact specified in the order, either electronically or by a recognized postal service that provides proof of delivery and receipt.

8.2.2 The customer's termination is possible with a notice period of three (3) months, to expire at the end of the Initial Term or the Renewal Term.

8.2.3 Either party may terminate this contract at any time for good cause. Good cause exists for cofenster, in particular, if (i) the customer or the respective actual users of the cofenster software violate our Usage Policy culpably; (ii) the customer is in default of payment of the compensation or a significant portion thereof, amounting to two (2) monthly payments; (iii) the customer violates the agreed confidentiality obligations; (iv) the customer unauthorizedly transfers the cofenster software to a third party; (v) the customer abuses or uses the cofenster software for other unauthorized purposes; (vi) there is a significant deterioration in the customer's financial circumstances or a threat thereof, jeopardizing the fulfillment of a payment obligation towards cofenster; (vii) the customer applies for the opening of insolvency proceedings or a comparable debt settlement procedure with respect to its assets; or (viii) the customer is insolvent or over-indebted within the meaning of insolvency law.

9. PAYMENT TERMS

9.1 Payment Deadlines‍

9.1.1 During the contractual relationship, the customer is obligated to pay the price agreed upon at the beginning of the contract, plus applicable statutory value-added tax and other statutory indirect taxes, for the cofenster software. Value-added tax will only be omitted if the conditions for tax exemption are met.

9.1.2 The price for the agreed cofenster package in the order will be invoiced by cofenster in advance for the entire Initial Term or Renewal Term, as applicable, at the beginning of each respective term.

9.1.3 The customer pays by invoice. cofenster will issue an invoice for the outstanding amounts. The invoice amounts are to be paid by the customer within 30 days of receipt of the invoice, by non-cash transfer to the account specified in the invoice. Discounts are not applicable.

9.1.4 Different payment terms may apply if agreed upon differently between the parties within the framework of the order.

9.2 Price Adjustment

9.2.1 cofenster may increase the price to be paid for the first time after a period of six (6) months, with a notice period of one (1) month prior to the start of the following month, if and to the extent that the costs incurred by cofenster for the proper performance of the contract have increased.

9.2.2 If the increase exceeds ten (10) % of the last valid price, the customer has the right to terminate the contractual relationship in writing within a period of four (4) weeks after receiving the announcement of the price adjustment, with the termination taking effect upon the implementation of the price adjustment. If the customer does not exercise their special termination right within four (4) weeks after receiving the announcement, their consent to the price adjustment is deemed to have been granted, and the price adjustment becomes part of the contract. cofenster will inform the customer of this special termination right and the consequences of not exercising it together with each announcement.

10. CONSEQUENCES OF CONTRACTUAL VIOLATION 

10.1 If the customer violates the provisions of these terms and conditions or the contract, or breaches applicable laws and regulations, cofenster is entitled, after prior notification to the customer, to block the customer's access to the cofenster software or suspend the services, provided that the violation can be remedied by such action. The blockage must be lifted as soon as the reason for the blockage no longer exists. If the customer continues to violate the provisions of these terms and conditions despite prior warning from cofenster, cofenster may terminate the contractual relationship without observing a notice period, unless the customer is not responsible for these violations. The right of cofenster to assert claims for damages remains unaffected.

10.2 cofenster is entitled to immediately block the customer's account if there is a reasonable suspicion that the content used by the customer in the cofenster software is unlawful and/or infringes upon the rights of third parties. A reasonable suspicion of illegality and/or infringement of third-party rights exists in particular when courts, authorities, and/or other third parties notify cofenster of such suspicion. In this case, cofenster will notify the customer of the blockage and the reasons for it. The blockage must be lifted as soon as the suspicion is refuted.

10.3 The customer's right to terminate the contract due to non-provision of use under § 543 (2) sentence 1 no. 1 of the German Civil Code (BGB) is excluded unless the establishment of the contractually intended use is deemed to have failed. The establishment of the contractually intended use is considered to have failed at the earliest after the second unsuccessful attempt.

10.4 Blocking and/or deletion of the customer's account due to the aforementioned violations may be carried out during the contract term, without entitling the customer to any refund in this case.

11. CONSEQUENCES OF TERMINATION

11.1 Upon the expiration of the contract term, the customer's rights to use cofenster's paid offerings shall cease. The customer is required to export any data still stored by cofenster prior to the termination of the contract.

11.2 Termination of the contractual relationship also entails the termination of the customer's account.

11.3 The videos stored by cofenster at that time will be deleted after the termination of the contract.

11.4 If cofenster terminates this agreement for cause, the customer is obligated to promptly pay all outstanding and due fees up until the end of the billing period. In this case, the customer is not entitled to a refund of any fees already paid to cofenster.

12. AVAILABILITY, MAINTENANCE, AND DEVELOPMENT

12.1 The right to use the cofenster software is subject to the recognized state of the art. The cofenster software is available on average 99% of the time within a calendar year. This excludes maintenance work on the software and any outages caused by events outside of cofenster's control. This includes actions of third parties not acting on behalf of cofenster, technically uncontrollable conditions, force majeure, and other circumstances mentioned in section 13.4. The customer's hardware, software, and technical infrastructure may also affect the performance of the cofenster software. To the extent that such circumstances impact the availability or functionality of the cofenster software, it does not affect the contractual compliance of the services provided.

12.2 Due to necessary maintenance work and improvements, it may happen that the cofenster software or certain functions are temporarily unavailable. cofenster takes into account the legitimate interests of the customer by providing advance notice of planned maintenance and conducting it during periods when the cofenster software is typically not used. In the event of unforeseen necessary maintenance work, it may not be possible to provide advance notice.

12.3 After the conclusion of the contract, cofenster reserves the right to make further developments and performance changes (e.g., using newer or different technologies, systems, procedures, or standards; collectively referred to as "performance changes") to the extent that they serve technical improvement and/or prove to be expedient on a case-by-case basis, and are reasonable for the customer. Changes within the meaning of section 12.1 are deemed reasonable for the customer, in particular, if they do not impair the quality of the service for the intended purpose as provided in the contract. If cofenster provides performance changes to the customer, they are also subject to the terms and conditions, unless they are the subject of a separate agreement. In the event of significant performance changes that cause substantial disadvantages for the customer, the customer has the right to terminate the contract without notice. In such cases, the customer must terminate the contract within two (2) weeks of receiving notification of the significant performance change.

13. WARRANTY

13.1 The description of the cofenster software provided by cofenster at the time of contract formation, as specified in the order, is solely decisive for the quality of the cofenster software (hereinafter referred to as the "Description"). In the case of updates to the cofenster software, the most recent version of the Description shall apply, particularly with regard to IT security. The Description is a mere specification of services and does not constitute a warranty. A warranty is only granted if expressly designated as such by cofenster prior to contract formation. No further quality is owed.

13.2 cofenster grants the customer, as well as authorized users, access to the cofenster software. cofenster does not warrant the secure, uninterrupted, or error-free operation of the customer's systems or their suitability for displaying and/or using the cofenster software. In the event of any defects, cofenster will take the necessary measures to rectify the defects within a reasonable period.

13.3 cofenster does not warrant any errors in the cofenster software that are caused by (i) customer application errors, including the absence or insufficiency of data backup measures (as defined in section 5.5 of these terms and conditions) that would have prevented data loss; (ii) virus infections or other external factors beyond the control of cofenster, such as fire, accidents, power outages, and other circumstances mentioned in section 13.4; (iii) the use of the cofenster software in a manner other than described in sections 5.1 and 5.3, and/or errors resulting from hardware, operating system, and/or software applications of other manufacturers; or (iv) unauthorized modifications to the cofenster software made by the customer or third parties.

13.4 cofenster is relieved of its obligation to perform if any of the following circumstances hinder cofenster's performance: acts of war, lawful labor disputes, riots, hostilities, expropriations, sabotage acts, storms, floods, and other natural disasters, other cases of force majeure, as well as power, internet, or telecommunication outages not caused by cofenster, official regulations, pandemics, or other events beyond the reasonable control of cofenster, even if these circumstances occur with a subcontractor. cofenster will promptly notify the customer of the occurrence of such circumstances and take appropriate steps to mitigate the impact on the customers.

13.5 The customer must promptly report any defects to cofenster and provide replicable information on how and under what circumstances the error or defect occurs. The customer will actively assist cofenster in troubleshooting, including providing all necessary documentation and data required by cofenster for the analysis and rectification of the defect. If, after examining a defect complaint, it is determined that the error is not attributable to cofenster's responsibility, cofenster may invoice the customer for the costs of the examination. This does not apply if the customer, exercising due diligence, could not have recognized that the malfunction was not within cofenster's responsibility.

13.6 The provisions of this section 13 shall apply mutatis mutandis to legal defects.

14. CONFIDENTIALITY

14.1 The parties undertake to treat all information made accessible or transmitted to them in connection with the conclusion of the contract, which is marked as confidential or recognizable as the business or trade secret of the other party under the circumstances (hereinafter referred to as "confidential information"), as confidential and to use it only for the contractually agreed purposes. The parties are obligated to take appropriate technical and organizational measures to keep the confidential information confidential and protect it from unauthorized disclosure. All confidential information originating from cofenster may only be made available to those persons in the customer's own operation who need knowledge of the respective confidential information to fulfill the purpose of the contract and who are also bound to confidentiality. The respective confidential information remains the exclusive property of cofenster. Confidential information may not be recorded, stored, disclosed, exploited, reproduced, and/or made accessible to unauthorized persons without the prior written consent of cofenster. Upon request by cofenster, all confidential information originating from cofenster (including any copies or records made) must be promptly and completely returned to or destroyed by cofenster.

14.2 The obligation of confidentiality does not apply to the extent that confidential information must be disclosed to fulfill mandatory legal requirements and/or mandatory decisions of courts or government authorities and/or to the extent that the acquisition, use, or disclosure of the confidential information is permitted in accordance with § 3 or § 5 of the German Trade Secrets Act (GeschGehG).

14.3 If a party is obligated to make confidential information of the other party accessible to a public authority in the aforementioned sense, the other party must be promptly informed, preferably before the information is handed over to the public authority.

14.4 No reverse engineering may be conducted with the confidential information, i.e., it is not permitted to conduct analyses or obtain information through observation, examination, deconstruction, or testing. The right to observe, examine, deconstruct, or test a product or object made publicly available (cf. § 3(1) No. 2 lit. a) GeschGehG) remains unaffected.

14.5 The rights and obligations of this "Confidentiality" section shall not be affected by the termination of this contract. Both parties are obligated to destroy confidential information of the other party upon termination of this contract, unless it has been properly consumed or is required to be retained by law.

15. DATA PROTECTION AND PERSONAL DATA

15.1 When using our services and creating videos, personal data is also processed, in particular data of the persons depicted and editing persons (customer data). This "Data Protection" section relates to the processing of this personal data. Cofenster provides information on the processing of customer's personal data, such as contact persons of the customer, in the cofenster Privacy Policy.

15.2 The parties comply with the applicable data protection regulations, in particular the GDPR and the BDSG. The customer agrees that cofenster processes personal data in accordance with cofenster's privacy policy.

15.3 The customer is the data controller for the processing of customer data. The customer undertakes to ensure that they have sufficient legal basis (in particular the necessary consents from the data subjects) for the processing of personal data. The customer also ensures that the data subjects are informed about the data processing in accordance with the GDPR and is responsible for fulfilling the data subjects' rights.

15.4 Cofenster processes customer data in connection with the use of the cofenster software only according to the instructions and on behalf of the customer. The parties enter into a data processing agreement in accordance with Article 28 of the GDPR to secure this data processing, which is attached as Annex 2.

16. REFERENCE ADVERTISING

16.1 You agree that cofenster may publish your name, company logo, trademarks, and service marks free of charge in any form and on any medium for internal and/or external advertising and communication purposes, and may mention you as a reference customer (hereinafter referred to as "Reference Advertising"). In particular, cofenster may add your name, company logo, trademarks, and service marks to customer lists, websites, social media accounts, and presentations of activities.

16.2 The customer grants cofenster all necessary rights for reference advertising and guarantees that the use of the name, company logo, trademarks, and service marks in accordance with sections 16.1 and 16.2 does not infringe any third-party rights. The customer is obligated to indemnify cofenster from any claims made by third parties due to the use of the customer's name, company logo, trademarks, and service marks in the context of reference advertising, and to promptly reimburse cofenster for all costs incurred in this regard, including reasonable legal defense costs, court fees, and attorney fees.

16.3 Reference advertising may take place during the contract term and for a period of up to 48 months after the end of the contract term. After this period, cofenster may not publish new reference advertising or reintroduce content containing reference advertising to the internet or refer to already published or displayed content containing reference advertising. However, cofenster is not obliged to remove previously published reference advertising from its own website, social media accounts, or presentations of activities in any medium or form after the expiration of this period. Any existing physical materials (e.g., printed materials) may be used until exhausted. If you wish to object to this use, please do so at the time of contract conclusion. Any work results, especially created videos, will not be published by cofenster.

16.4 Reference advertising is always excluded if it conflicts with the obvious interests of the customer. The customer also has the option to revoke reference advertising in writing with future effect, to the extent that this is justified considering the mutual interests. In such cases, cofenster will remove the reference advertising within a reasonable period. Any existing physical materials (e.g., printed materials) may be used until exhausted.

17. LIABILITY

17.1 cofenster is liable without limitation for intent, gross negligence, as well as for culpable injury to life, body, or health.

17.2 Without prejudice to the cases of unlimited liability according to section 17.1 of these terms and conditions, cofenster's liability towards the customer for slight negligence is limited to the breach of material contractual obligations. Material contractual obligations are obligations whose fulfillment enables the proper execution of the contract in the first place, or whose violation endangers the achievement of the contract's purpose and on which the customer regularly relies. However, liability is limited to the foreseeable, typical damage that occurs at the time of contract conclusion. The foreseeable, typical damage arising from cofenster's breach of obligations corresponds to the amount of the fees paid by the customer for one contract year, unless the customer can demonstrate that a higher, typical damage has occurred. If the liability limit is not reached in one contract year, it will not be increased for the next contract year.

17.3 The above limitations of liability do not apply to liability under the Product Liability Act, under other mandatory statutory provisions, or within the scope of guarantees assumed by cofenster in writing.

17.4 Regardless of the nature of the claimed right, cofenster's liability beyond what is provided in this section 17 does not exist. This also applies to any customer's claim for compensation for lost profits or consequential damages. Furthermore, cofenster is not liable, in particular, for damages resulting from a breach of customer's contractual or cooperation obligations as contractually agreed or regulated in these terms and conditions, such as the failure to secure data in accordance with section 5.5 or the uploading of customer's own content that has not been checked for viruses or other malicious software as required by section 5.6.

17.5 The non-fault-based liability of cofenster according to § 536a of the German Civil Code (BGB) for defects existing at the time of contract conclusion is excluded.

17.6 This section 17 also applies to the benefit of employees, representatives, as well as organs and vicarious agents of cofenster.

18. AMENDMENT OF TERMS AND CONDITIONS

18.1 cofenster may update and modify these terms and conditions, either in whole or in part, if there is a valid reason to do so. Valid reasons may include changes in case law, market conditions, or other significant factors that affect the provision of cofenster's services and impact specific provisions of these terms and conditions. We will make changes to these terms and conditions only to the extent necessary due to the valid reason mentioned in section 18.1. When we update or modify these terms and conditions, the updated version will be published on www.cofenster.com.

18.2 We will notify our customers of any changes to these terms and conditions six (6) weeks prior to the amendment and provide the amended terms and conditions in electronic form. If a customer does not object to the changes within this period, the respective changes will be deemed accepted. If a customer objects to the changes, the previous terms and conditions will continue to apply. In our notification about the changes to these terms and conditions, we will inform the customer about their right to object and the legal consequences of not exercising this right.

19. ASSUMPTION OF OBLIGATIONS BY THIRD PARTIES

19.1 Neither party is entitled to transfer the rights or obligations under this agreement to a third party without the written consent of the other party. However, cofenster may transfer the provision of services to companies affiliated with cofenster within the meaning of § 15 AktG without the customer's consent.

19.2 cofenster may also engage subcontractors to perform the services. Insofar as this involves the processing of personal data, the "Data Protection" section of these terms and conditions applies.

19.3 SEVERABILITY CLAUSE

If any provision of these terms and conditions or any order is or becomes invalid under applicable law, the invalid provision shall be replaced by a valid and enforceable provision that most closely reflects the intent of the original provision from an economic perspective. The remaining provisions of this agreement shall continue to be in effect.

20. FINAL PROVISIONS

20.1 This agreement is subject to the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG) dated April 11, 1980.

20.2 For any disputes arising from or in connection with the services under this agreement and the interpretation of this agreement, the courts of Hamburg, Germany, shall have exclusive jurisdiction.

20.3 In the event that this agreement is concluded in the English language, the German version shall prevail.

20.4 In the event of a conflict between the terms and conditions and a specific order, the terms of the order shall take precedence.

20.5 The customer may only set off his own claims against payment claims of cofenster or withhold services owed to cofenster if his counterclaims are undisputed, legally established, or arise from the same contractual relationship with cofenster.

Attachment 1

Usage Policy for the cofenster Software

As of July 1, 2023

We, cofenster GmbH (hereinafter referred to as "cofenster," "we," or "us"), provide our customers and their authorized users with the cofenster Software.
This Usage Policy clarifies the type of content that customers and their respective users are permitted to create using the cofenster Software. Users (hereinafter referred to as "you" or "your") are requested to read this Usage Policy carefully.

Please read this document attentively and only click on "Accept" if you agree to comply with this Usage Policy.

1. General

1.1 Before using the cofenster Software, each user must accept this Usage Policy.

1.2 By clicking the "Accept" button, the respective user confirms that they have read this Usage Policy and accepts the content restrictions set forth herein.

1.3 cofenster does not endorse the content created by the user. 

2. Permitted users

2.1 The permitted users of the cofenster Software are defined in the Terms and Conditions.

2.2 Users must be of legal age to use the cofenster software.

3. Content created via cofenster

3.1 You agree to create and edit only those contents using the cofenster Software that are not prohibited under the "Prohibited Content" section.

3.2 You are also required to store or use only those data in the cofenster Software that have been previously checked for viruses or other harmful components, using measures that are in line with the current state of the art (e.g., antivirus programs).

3.3 You are prohibited from producing unlawful content using the cofenster Software.

4. Prohibited Content

4.1 cofenster has no control over the content you create, but we take the protection of individuals' privacy very seriously. Therefore, we prohibit the creation of the following content:

- Content that is defamatory or offensive, including content that is likely to harass or exclude employees of our customers.

- Content of a pornographic or child pornography nature.

- Content that glorifies or promotes suicide or suicidal thoughts.

- Content that glorifies or incites terrorist acts.

- Content that violates the rights to privacy or personal dignity of other individuals.

- Content that is dehumanizing, racist, or discriminatory

4.2 The above provisions do not apply to videos that aim to raise awareness about the mentioned societal or company issues in an appropriate manner related to the respective topic.

4.3 cofenster reserves the right to assess prohibited content at its own discretion.

5. Prohibited and Unauthorized Use

5.1 You are prohibited from:

i. Using automated systems such as "robots," "spiders," or "offline readers" that send more requests to our servers within a specific period than a human using a conventional browser could produce.

ii. Using the cofenster software in a manner that is likely to harm, disable, overload, or otherwise impair our websites or interfere with the use of the cofenster software by other parties.

iii. Attempting to grant unauthorized access to the cofenster software.

iv. Accessing the cofenster software from outside our intended interface.

v. Using the cofenster software for purposes or in a manner that is unlawful or prohibited by your contract with us.

5.2 You may not use the cofenster software if the use or access to the cofenster software is legally prohibited according to the laws of the country where you reside or from which you access or use the cofenster software.

5.3 You must notify us immediately if you become aware of any unauthorized use of your account or the unauthorized use of access credentials and passwords by your users.

6. Possible Actions by cofenster

6.1 cofenster has no control over the content created by the user.

6.2 If cofenster is notified or becomes aware through other means that you are creating illegal or prohibited content through your account, or if you are otherwise using the cofenster software in an unauthorized or prohibited manner, cofenster may suspend your account in accordance with Clause 10.1 and Clause 10.2 of the Terms and Conditions, and potentially terminate your contract with cofenster.

7. Final Provisions

7.1 This usage policy shall be governed by the laws of the Federal Republic of Germany.

7.2 The courts in Hamburg shall have jurisdiction over any disputes arising from this usage policy.

7.3 If any provision of this usage policy is found to be invalid, the remaining provisions of this usage policy shall remain in effect. The invalid provision shall be replaced by a valid provision that corresponds to the intention of the invalid provision.