Terms of Servicefor Content licensing on the online platform ruptly.tv of news agency Ruptly GmbH

Please read the full Terms of Service set out below before you tick the "I hereby agree to the Terms of Service" checkbox.

Introduction.
Ruptly GmbH is a limited liability company incorporated in Germany, registered in the commercial registry of Berlin Charlottenburg, HRB 140522 and having its principal office at Lennestrasse 1, 10785 Berlin ("Ruptly", or "we" or "us")
Ruptly is an international news agency which provides visual news content to all media, from traditional broadcasters to online content providers including digital and mobile multimedia platforms. On its website, ruptly.tv and its sub domains ("Website"), Ruptly offers partner-provided and archived video-news content via video on demand or live streaming.
Applicability/Acceptance.
1. The following Terms of Service ("ToS") including our Privacy Policy is a legally binding agreement between you or the employer or the person or entity you are representing ("You" or "Customer") and Ruptly, and sets forth the rights and obligations with respect to any Content licensed to you and/or materials provided to you as additional service by Ruptly ("Pool Materials") as well as govern the use of the Website by you.
2. These ToS apply, unless we expressly agreed on supplemental license conditions ("Ruptly Content License Agreement") with you that overrule these ToS in individual cases. For clarity in the event of any inconsistency between the Ruptly Content License Agreement mentioned above and these ToS, the Agreement shall take precedence.
3. By ticking "I hereby agree to the Terms of Service" checkbox you agree to and are bound by the ToS set forth below and in any modified or additional terms that Ruptly may publish from time to time. If you do not agree to all of the terms and conditions contained in the ToS, do not access or use the Website.
4. Ruptly reserves the right to change these ToS from time to time. Your continued access or use of the Website constitutes your acceptance of such changes. Your access and use of the Website will be subject to the current version of the ToS published on the Website at the time of such use.

Definitions.

In these ToS:

"Commencement date"	means the day on which Ruptly starts providing access to the Content to you.
"Content"	means any text, graphics, audio, visual (including still visual images) and/or audio-visual material or other multimedia content, information and material which is licensed to you by Ruptly under these ToS or Ruptly Content License Agreement.
"Consumer"	means every natural person who enters into a legal transaction for purposes that predominantly are outside his trade, business or profession (§ 13 of the German Civil Code - BGB).
"Entrepreneur"	means a natural or legal person or a partnership with legal personality who or which, when entering into a legal transaction, acts in exercise of his or its trade, business or profession (§ 14 of the German Civil Code - BGB).
"Intellectual Property Rights"	mean all intellectual property rights including patents, registered designs, trade-marks and service marks (whether registered or not), rights in the nature of unfair competition rights, copyright, database right, design right and all similar property rights including those subsisting (in any part of the world) in inventions, designs, drawings, performances, computer programs, semi-conductor topographies, Confidential Information, business names, goodwill and the style and presentation of goods or services and applications for protection of any of the above rights.
"Licensed Platforms"	means the platforms for which Content is licensed to you or materials provided to you as additional service by Ruptly subject to Order, Plan and/or Ruptly Content License Agreement.
"Order"	means your legally binding offer to enter into a transaction with Ruptly subject to the legally binding set of limits, restrictions and requirements applicable to your usage of any Content licensed to you and/or materials provided to you as additional service by Ruptly under these ToS and/or any other agreements between you and Ruptly. This set applies in addition to restrictions contained in these ToS.
"Plan"	means any licensing model offered to you by Ruptly via Website.
"Pool Materials"	means Videos and/or Livestreams for free distribution from various third parties made available to you on the terms set out in clause 5 of these ToS.
"Term"	means the period of time for which Content is licensed to you by Ruptly subject to Plan chosen by you or Ruptly Content License Agreement.
"Website"	means ruptly.tv and its sub domains.

Content.
Ruptly is offering different types of Content available to the customers via Website:
1. Videos and/or Livestreams in 2D dimensional format (hereinafter jointly referred to as "Standard Content") produced by Ruptly or licensed to us by third parties.
2. Videos and/or Livestreams in 360 "spherical" format (hereinafter jointly referred to as "360-Content") produced by Ruptly or licensed to us by third parties.
Pool Materials.
1. Ruptly may from time to time provide "Pool Materials" on its Website as an additional service. Pool Materials are video news content for free distribution from various third parties made available to Ruptly’s customers on the terms set out in this clause.
2. Pool Materials are always designated as such on the Website.
3. Ruptly is not the producer of the Pool Materials itself and therefore makes no representations or warranties and disclaims all liability regarding the use of Pool Materials by the customers. In particular, clauses 8 ("License Grant") and 18 ("Indemnities") of this ToS do not apply with respect to Pool Materials.
4. Pool Materials may contain restrictions and/or branding (logo) of third parties. You must use Pool Materials in accordance with restrictions stated in the Restrictions section of Pool Material page on the Website and leave branding (logo) intact.
Purchasing of Content.
1. You have to be a registered user on our Website in order to conclude agreements on the delivery of Content and grant of license to such Content.
2. The presentation of Content on our Website does not constitute a legally binding offer but only a non-binding request to customers to choose the Plan on our Website.
3. You may choose any Plan offered by Ruptly via Website subject to requirements applicable to chosen Plan and specified in the relevant clauses of ToS.
4. If Ruptly Pass and One-off Plans do not grant the rights you require or do not meet you requirements or if you want to choose Trial, Bundle or Enterprise subscription Plans please contact our Client Desk or send us request via Website.
  phone: +49 30 3198 72 300
  e-mail: cd@ruptly.tv
5. After you choose any Plan on the Website you should either submit information requested in accordance with chosen Plan via Order form or directly to Client manager.
6. Order becomes legally binding after it is completed and accepted by you by clicking on "Order and Pay" button underneath the Order form.
7. Information from your Order, Plan details and summary are only stored in our internal systems and will be available online in your password-secured account ("Account") after your Order has been accepted by you, submitted to and accepted by Ruptly by providing you with access to the Content and Pool Materials.
8. Content is made available by Ruptly primarily to download from the Website. Ruptly may also deliver the Content via other methods (such as FTP or offline-delivery), as may be agreed upon between Ruptly and our customer.
9. Your further steps in order to purchase the Content or Pool Materials are defined by Plan chosen by you and are described in relevant clauses of ToS.
10. Ruptly reserves the right to decline any Order submitted by you in its sole discretion.
Offered Plans.
Ruptly is offering different purchase-/licensing models that our customer can choose from. Different conditions apply to different models. Our customer needs to meet different requirements in order to be eligible for certain models. All applicable ordering, payment and licensing information for different models will be indicated during the ordering and checkout process. Such models (Plans) are:
1. "Ruptly Pass"
  Applicability
  Ruptly Pass will only be offered for any teams or entities who operate no more than two digital platforms which should meet following requirements:
  - up to 150,000 total page likes, followers and subscribers across two nominated Social Pages or Channels;
  OR
  - one website with up to 90,000 total site Sessions or similar metrics (A session is the period of time a user is actively engaged with your website. Note: some Analytical tools call "Sessions" as "Visits".) for the last 90 days and one Social page or Channel up to 100,000 likes, followers or subscribers.
  Every unique customer can have only one valid Ruptly Pass at any given time period. Ruptly reserves the right to terminate (with immediate effect and without refunding any license fees) any Ruptly Pass agreement concluded by the customer if the data we have available allow us to conclude unambiguously that Ruptly Pass has already been purchased by this customer earlier.
  Qualification and providing access
  You have to specify these two digital platforms during the ordering process accurately. After payment for the Ruptly Pass, Ruptly has to qualify the specified digital platforms. In order to qualification you shall submit to Ruptly Screenshot of the Google Analytics or your Analytical tool Dashboard (Unfiltered view) for the last 90 days. Screenshot should be sent to pass@ruptly.tv.
  The Screenshot of the Google Analytics or your Analytical tool should contain following or similar data for the last 90 days:
  - Users – Users who have initiated at least one session during the date range.
  - Sessions – Total number of Sessions within the date range. A session is the period of time a user is actively engaged with your website. Note: some Analytical tools call "Sessions" as "Visits".
  - Bounce Rate – The percentage of single-page sessions in which there was no interaction with the page. A bounced session has a duration of 0 seconds.
  - Session Duration – The average length of a session.
  - Top Active Pages – The most popular pages on your website.
  Qualification can take up to one working day. You will be informed of the outcome of qualification via e-mail specified by you during registration:
  - in case of successful qualification you will be provided with access to the Content and Pool Materials promptly;
  - in case of failure to qualify you will be entitled to a refund of the fee you paid, such refund shall be made using the payment method originally used by you to make your purchase.
  Common conditions applicable to Ruptly Pass
  Term: subscription period of minimum one year.
  Renewal: automatic renewal of the subscription period every 12 months from the Commencement date. Automatic renewal will be effected on that date which is the earlier of (i) the same date as Commencement date in the following year, (ii) the last day of the same as Commencement date month in following year. You can opt out from automatic renewal in your User account at any time and therefore cancel your Ruptly Pass subscription for the next period. Please note that:
  - your current Ruptly Pass subscription stays valid till the date of automatic renewal;
  - all rights granted under current Ruptly Pass subscription shall terminate upon this date and you shall immediately remove the Content provided by Ruptly under this subscription from the Licensed Platforms;
  - all payments due to Ruptly under current Ruptly Pass subscription will be processed in accordance with applicable Payment terms.
  Licensed Content: unlimited amount of Standard Content and 360-Content subject to clause 11 of ToS.
  Credits: mandatory. You must attribute Ruptly as the source of the Content.
  Branded usage only: You shall at all times ensure that each item of Ruptly’s Content provided to you with our branding (logo) should only be used by you with our branding (logo) intact and fully visible.
  Archival rights: life of agreement. You can keep the Content on your Licensed Platforms as long as you have valid agreement with Ruptly.
  Additional service(s): technical access to up to 10 Pool Materials per month.
  Payment method: credit card or PayPal only, prepayment only. You expressly grant Ruptly the right to charge you for each automatic renewal until you timely opt out automatic renewal.
  Flexible conditions applicable to Ruptly Pass
  Licensed platforms: up to 2 digital platforms specified by you and confirmed by Ruptly upon qualification.
  Payment schedule: annually or monthly.
  Options to choose at every download of the Content under Ruptly Pass
  Format: MP4 (360p, 720p or 1080p)
  Logo placement: six different options.
  Compliance
  You should comply with all requirements applicable to Ruptly Pass at any time during your subscription. You agree to submit to Ruptly – every quarter (90 days) starting from the Commencement date – Screenshot of the Google Analytics or your Analytical tool Dashboard (Unfiltered view) for the last 90 days.
  Ruptly reserves the right to independently qualify your compliance with all requirements applicable to Ruptly Pass at any time during your subscription.
  It is your sole responsibility to maintain digital platforms qualified for Ruptly Pass in compliance with all requirements applicable to Ruptly Pass at any time during your subscription. It is not allowed to replace digital platforms qualified for Ruptly Pass and/or add new platforms during your subscription.
2. "One-off" (single Video purchase)
  Common conditions applicable to One-off
  Licensed Content: one item of Standard Content or 360-Content chosen by you.
  Licensed platforms:
  - for Videos – all media
  - for Livestreams – up to 3 channels during Livestream and the same channels after
  Credits: mandatory. You must attribute Ruptly as the source of the Content.
  Archival rights: up to 7 days.
  Payment method: credit card or PayPal only, prepayment only.
  Flexible conditions applicable to One-off
  Branded usage: yes/no
  Options to choose at every download of the Content under One-off
  Format: MP4 (360p, 720p or 1080p) or MXF 1080p (for non-branded Content only)
  Logo placement (for branded usage only): six different options
3. "Trials"
  Ruptly is offering Trials of its Content and Pool Materials. In addition to these ToS all relevant conditions are subject to an individual agreement between customer and Ruptly. If customer is interested in Trial all relevant conditions of this model will be negotiated with Ruptly‘s client manager via telephone and e-mail after customer has registered on Ruptly‘s Website and has accepted these ToS and Privacy Policy. Ruptly will individually offer Trials to customer on request and will submit main relevant conditions in form of Plan details to customer‘s Account which are subject to customer‘s acceptance. If customer agrees with Ruptly‘s offer, he can accept the offer through his Account by clicking "Yes, I accept Agreement" button.
4. "Bundles"
  Ruptly is offering Bundles of its Content and Pool Materials. In addition to these ToS all relevant conditions are subject to an individual agreement between customer and Ruptly. If customer is interested in Bundles all relevant conditions of this model will be negotiated with Ruptly‘s client manager via telephone and e-mail after customer has registered on Ruptly‘s Website and has accepted these ToS and Privacy Policy. Ruptly will individually offer Bundles to customer on request and will submit main relevant conditions in form of Plan details to customer‘s Account which are subject to customer‘s acceptance. If customer agrees with Ruptly‘s offer, he can accept the offer through his Account by clicking "Yes, I accept Agreement" button.
5. "Enterprise Subscriptions"
  Ruptly is offering Enterprise Subscriptions. In addition to these T&C all relevant conditions are subject to an individual agreement between customer and Ruptly. If customer is interested in Enterprise Subscriptions all relevant conditions of this model will be negotiated with Ruptly‘s client manager via telephone and e-mail after customer has registered on Ruptly‘s Website and has accepted these ToS and Privacy Policy. Ruptly will individually offer Enterprise Subscriptions to customer on request and will submit main relevant conditions in form of Plan details to customer‘s Account which are subject to customer‘s acceptance. If customer agrees with Ruptly‘s offer, he can accept the offer through his Account by clicking "Yes, I accept Agreement" button.
6. Please note that Trials, Bundles and Enterprise Subscriptions are subject to relevant Ruptly Content License Agreements which should be agreed on and signed by you and Ruptly. Only main conditions (e.g. accessible Content, duration of the Agreement, archival rights, etc.) will be stored in Plan details and summary in your Account after Plan chosen by you has been accepted by you. In the event of any inconsistency between the Ruptly Content License Agreement concluded between you and Ruptly and these ToS, the Agreement shall take precedence.
License Grant.
1. Unless otherwise agreed upon, Ruptly grants to the customer a non-exclusive, non-sublicensable, non-transferrable and non-assignable right to use the Content:
  - for the Licensed Platforms only;
  - for the Term as being indicated during the ordering process; and
  - worldwide.
2. Use of the Content by customer is restricted according to the following provisions:
  - The Content shall be used by customer only for news-related editorial use and shall be credited to Ruptly. The Content must not be used for any kind of promotion, advertising or marketing purposes.
  - The customer shall at all times comply with Ruptly’s usage requirements relating to the inclusion of Ruptly’s trademarks, logos and brands in the Content.
3. Subject to the limitations set out in these ToS, the rights granted under any agreement that is being concluded on Content being delivered by Ruptly include the following:
  1. the right to make the Content available to the public, i.e., the right to make the Content (in whole or in parts) available to the public solely through the Licensed Platforms, irrespective of the technology used, in such a way that members of the public may access the Content from a place and at a time individually chosen by them;
  2. the right to broadcast, i.e., the right to make the Content (in whole or in parts) available to the public through the Licensed Platforms through linear broadcasts, irrespective of whether such broadcasts are transmitted by wire or over the air, including by cable, satellite or via internet;
  3. the right to archive, i.e., the right to archive the Content and make it searchable and available on demand through the Licensed Platforms for the Term; and
  4. the right to edit and adapt, i.e., the right to edit, shorten, format or otherwise modify the Content except where, in the reasonable opinion of Ruptly, such modifications constitute a deliberate misrepresentation, distortion or any other derogatory treatment of the Content.
4. The license granted under these ToS and any agreement hereunder includes all necessary rights to use the compositions and sound recordings of any music included in the Content with the exception of music which is incidentally included in the Content as a consequence of the recording of an event.
Special obligations of the Customers.
1. Standard Content and 360-Content generally have no restrictions and/or branding (logo) of third parties, unless otherwise stated in the Restrictions section of Content page on the Website. You should use the Content in accordance with restrictions stated in the Restrictions section of Content page on the Website and leave branding (logo) intact.
2. You are strictly prohibited from:
  - making any unlawful use of the Content and/or Pool Materials;
  - using the Content and/or Pool Materials in a pornographic, defamatory, or deceptive context, or in a manner that could be considered libelous, obscene, or illegal;
  - using the Contentand/or Pool Materials in a promotional context which includes advertisements or endorsements for companies, products, private persons, entities, clubs, political parties, candidates or in any manner which advocates illegal or immoral activities.
Payment terms.
1. Ruptly is offering different payment methods that will be shown during the ordering process and can be chosen by our customer.
2. If not agreed otherwise, our services (grant of license and delivery of Content) are subject to prepayment of the license fees under any agreement that is concluded through our Website. Ruptly is not obligated to deliver Content or grant any license to our customer until all license fees for the requested order have been paid.
3. Please note that if payments in accordance with the Plan chosen by you should be done on a regular basis they will be processed:
  - in case of monthly payments – on that date which is the earlier of (i) the same date as Commencement date in the following month, (ii) the last day of the following month
  - in case of yearly payment – on that date which is the earlier of (i) the same date as Commencement date in the following year, (ii) the last day of the same as Commencement date month in following year
4. Please make sure that you have sufficient funds on your account provided to us at each payment date.
5. All prices contain value added tax, if applicable depending on the country the customer is ordering from. Valid license fees apply as on the day the contract has been concluded. License fees will be invoiced to customer to the e-mail address that our customer has provided us with when registering for our services.
6. In the event of further costs for transactions e.g. service fees for wiring money from outside of Germany, bank commissions and/or applicable taxes according to any legislation to which our customer may be subject to these additional costs have to be borne by our customer.
Providing access. Downloads.
1. Ruptly provides you with access to the Content and Pool Materials in accordance with Plan chosen by you.
2. Ruptly grants you right for reasonable use of the Website and the Content under condition that the daily number of downloads does not exceed 30 items (both Content and/or Pool Materials). It is hereby clarified that downloading Content from the Website by any automatic means such as software, bots, or any other technical mean will not be considered a reasonable use and is strictly prohibited. In case you need to download more than 30 items of the Content and/or Pool Materials per day please contact our Client Desk.
3. All Content and Pool Materials downloaded by you will be shown in My Content section of your Account.
4. You can download each item of Content and/or Pool Materials in different format and/or with different logo placement (if applicable) and it won’t affect your total balance of Content and/or Pool Materials available to you in accordance with Plan chosen by you. Please note that every download counts for the purposes of clause 11.2 of ToS.
Term and Termination.
1. Binding agreements on the delivery of Content and the grant of license that are concluded through our Website shall be effective from the Commencement Date for the Term until the termination day as being indicated during the process of ordering and checkout on the Website.
2. In the event of any material breach of any provision of an agreement for which these ToS apply by our customer, including - without limitation - non-payment for post payment models or any use of the Content exceeding the scope of the License Grant according to customer‘s order, in each case in circumstances where such breach, if capable of remedy, is not remedied within 10 days of delivery of a notice from Ruptly specifying such breach, Ruptly is entitled to terminate the agreement with immediate effect and without refunding any license fees.
3. Ruptly reserves the right to immediately and without a notification terminate any prepayment Plan purchased by the customer if the payment was not made by the customer in accordance with clauses 10.3 and 10.4 of ToS.
4. In the event our customer no longer meet the requirements for a Ruptly Pass – Ruptly will offer individual Bundles or Enterprise Subscriptions to such customer. If the customer denies to enter into such an agreement that Ruptly has offered, Ruptly is entitled to terminate the Ruptly Pass agreement with immediate effect and without refunding any license fees.
5. Customers and Ruptly‘s right to terminate an agreement for a compelling reason without complying with a notice period according to the statutory provisions of the German Civil Code BGB remains unaffected.
6. The customer may terminate any agreement that has been concluded through our Website with future effect at any time without a reason by written notice, without being entitled for refunds.
Take-down/Revocation.
1. Upon serving advance notice to our customer, where reasonably practicable, Ruptly may, from time to time, in its reasonable discretion either temporarily suspend or permanently withdraw delivery of or access to any Content by the customer, if Ruptly considers that, in its good faith judgment:
  - the customer’s distribution of the Content might infringe upon the rights (including but not limited to the Intellectual Property Rights) of any third party or in the event of any allegation by a third party of infringement of such rights or if Ruptly has reason to believe that an allegation of infringement may be made by a third party as a result of such distribution;
  - it no longer has, or it considers that it may no longer have, all requisite rights to permit customer’s distribution of the Content in accordance with an agreement; or
  - the customer’s distribution of the Content, in whole or in parts, might violate any law, regulation, court order or other ruling of any governmental, judicial or regulatory body or cause Ruptly to suffer any loss or liability.
2. The customer shall, as soon as reasonably practicable follow a request from Ruptly, and in any event within six hours of such request, remove any specified Content from its platforms.
Right of withdrawal for consumers.
Consumers have a right of withdrawal according to the following provisions:
1. Right of withdrawal.
  You have the right to withdraw from this contract within 14 days without giving any reason.
  The withdrawal period will expire after 14 days from the day on which you acquire, or a third party other than the carrier and indicated by you acquires, physical possession of the goods.
  To exercise the right of withdrawal, you must inform us:
  Ruptly GmbH
  Lennestraße 1
  10785 Berlin Germany
  e-mail: cd@ruptly.tv
  of your decision to withdraw from this contract by an unequivocal statement (e.g. a letter sent by post or e-mail). You may use the attached model withdrawal form, but it is not obligatory.
  To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the withdrawal period has expired. If you reside in the European Union and you cancel (withdraw) your agreement with Ruptly within fourteen (14) days of making payment to Ruptly, provided that you have not yet downloaded or licensed any Content, Ruptly will refund the payment made by you in connection with such cancelled agreement.
2. Effects of withdrawal.
  If you withdraw from this contract, we shall reimburse to you all payments received from you, including the costs of delivery (with the exception of the supplementary costs resulting from your choice of a type of delivery other than the least expensive type of standard delivery offered by us), without undue delay and in any event not later than 14 days from the day on which we are informed about your decision to withdraw from this contract. We will carry out such reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of such reimbursement. We may withhold reimbursement until we have received the goods back or you have supplied evidence of having sent back the goods, whichever is the earliest.
  You shall send back the goods or hand them over to us, without undue delay and in any event not later than 14 days from the day on which you communicate your withdrawal from this contract to us. The deadline is met if you send back the goods before the period of 14 days has expired. You will have to bear the direct cost of returning the goods. You are only liable for any diminished value of the goods resulting from the handling other than what is necessary to establish the nature, characteristics and functioning of the goods.
3. Model withdrawal form.
  Complete and return this form only if you wish to withdraw from the contract
  - via post to:
    Ruptly GmbH
    Lennestraße 1
    10785 Berlin Germany
  - via e-mail to:
    cd@ruptly.tv
  I/We*
  (first name, last name)
  (street, no.)
  (postal code, city)
  hereby give notice that I/We* withdraw from my/our* contract of sale of the following goods*:
  Name of article:
  Article-No.*:
  Ordered on*:
  Received on*:
  Signature of consumer(s) (only if this form is notified on paper), - Date
  * Delete as appropriate
4. Exemptions from right of withdrawal.
  The right of withdrawal does not exist for entrepreneurs.
  Furthermore the right of withdrawal expires in the case of a contract for the supply of digital content that is not contained in a tangible medium, if we began with the performance of the contract after you have expressly consented to us beginning with the performance of the contract prior to expiry of the withdrawal period, and have acknowledged that by consent, you would lose the right to withdraw from the contract upon the performance of the contract having commenced (§ 356 (5) BGB).
Reservation of rights.
1. Except for the rights expressly granted under agreements between Ruptly and its customer, all rights, title and interest (including all Intellectual Property Rights) in and to the Content made available by Ruptly to the customer under this and any Ruptly Content License Agreement will remain with Ruptly. You agree that all rights granted under any License Agreement shall terminate upon expiration or termination of any such License Agreement.
2. Unless expressly and individually agreed otherwise, until complete payment of license fees for the Content that has been ordered by our customer no rights of usage and no license shall be transferred to our customer.
3. Unless expressly and individually agreed otherwise, customer agrees that all rights granted under this ToS shall terminate upon expiry or termination of agreement between Ruptly and its customer and customer shall immediately remove the Content provided by Ruptly under such agreement from the Licensed Platforms.
Warranties.
1. Ruptly gives no representations or warranties of any kind with respect to the Content other than as expressly set out in these ToS or any agreement between Ruptly and its customer. Implied warranties are excluded to the fullest extent permitted by law.
2. Unless expressly and individually agreed otherwise, the legal statutory provisions for defects of sold items (Content) apply. Claims based on defects are subject to the statute of limitations and become time-barred two years after delivery (download of Content).
Liability and limitations of liability.
1. Ruptly is liable for damages caused by own willful or gross negligent acts independently of the legal basis of such claims. In the event of simple negligence Ruptly is only liable for breaches of essential contractual obligations limited to compensation payments for direct and foreseeable damages. In the event of simple negligence Ruptly is not liable for indirect and consequential damages or lost profits. Our essential contractual obligation is especially our obligation to provide visual news content to our customers according to customer‘s order.
2. Subject to clause 18.1 of these ToS, in respect of which these limitations shall not apply, neither Ruptly nor any of its group companies and their officers, directors, employees, agents or representatives shall be liable (on whatever legal grounds) for any incidental or indirect damages (including damages for loss of profit, interruption, loss of business information, or any other pecuniary loss) suffered by the customer.
3. The exclusions and limitations of liability as set forth in this clause do not apply to damages caused by willful or gross negligent acts, in the event of harm caused by injury to life or health, in the event of breaches of boni mores or infringements caused by willful or gross negligent acts or to claims based on §§ 1 and 4 of the German Product Liability Act (Produkthaftungsgesetz - ProdHaftG). The exclusion of liability as set forth in this clause does not apply in the event of simple negligent breaches of essential contractual obligations in which case Ruptly‘s liability is limited to compensation for direct and foreseeable damages.
Indemnities.
1. Ruptly shall fully indemnify the customer and hold the customer harmless from and against any damages, costs and expenses suffered or incurred by the customer or awarded by a court of competent jurisdiction against the customer as a direct result of any claim or action that the use by the customer of the Content that is licensed via the Website in accordance with these ToS or Ruptly Content License Agreement infringes the Intellectual Property Rights of a third party.
2. The customer shall fully indemnify and hold harmless Ruptly from and against any damages, costs and expenses suffered or incurred by Ruptly or awarded by a court of competent jurisdiction against Ruptly as a direct result of or in connection with:
  1. the customer‘s violation or misappropriation of any of Ruptly’s Intellectual Property Rights; or
  2. any modification of the Content except as expressly permitted.
3. Any indemnity under any agreement between Ruptly and its customer shall only apply to the extent that the indemnified party:
  1. promptly notifies the indemnifying party of any claim or suit relevant to the indemnity;
  2. makes no admissions or settlements without the indemnifying party’s prior written consent;
  3. allows the indemnifying party complete control over any negotiations or litigation and/or the defence or settlement of such suit or claim; and
  4. gives the indemnifying party all information and assistance as it may reasonably require.
4. Indemnities of Ruptly under these T&C do not apply for Pool Materials according to clause 5 of these ToS.
Content Protection System.
For the protection of Ruptly and its licensors, Content may be protected by copyright protection, management and/or identification measures ("Content Protection Systems"). Such measures may include encryption devices and digital watermarking and/or may permit electronic tracking of Content. Except as expressly authorized by Ruptly in writing, the customer is prohibited from disabling, interfering or otherwise circumventing any and all Content Protection Systems.
Privacy Policy.
We collect, store, record and otherwise process personal data of our customers in order to handle and fulfill purchasing contracts that have been concluded through our Website and to make our services available to our customers, including the purpose of realising license fees and/or resolving any claims that may result out of or in connection with orders. Further information can be found in our Privacy Policy.
Online Dispute Resolution according to EC Directive 2013/11/EU on consumer ADR.
The European Commission provides a platform for online dispute resolution for consumer related matters, which you can find here: http://ec.europa.eu/consumers/odr/.
General provisions.
1. This Agreement will be governed and construed in accordance with the laws of the Federal Republic of Germany.
2. The customer agrees to submit to the jurisdiction of the German courts, if the customer is a merchant, a legal person under public law or a special asset (Sondervermögen) under public law. Ruptly may, at its sole discretion, bring any claim or action relating to this Agreement before any other competent court according to the laws applicable.
3. If any provision of these ToS should be deemed unlawful, void, or for any reason unenforceable, the validity and enforceability of the remaining provisions of these ToS shall not be affected. In the event of invalidity or unenforceability of one or several provisions of these ToS, the statutory provisions shall apply.
4. For the purposes of these ToS, a month is defined as a calendar month beginning on and including the Commencement date and ending on that date which is the earlier of (i) the same date as the Commencement date in the following month or (ii) the last day of the following month. By way of example, if the Commencement date of your Ruptly Pass with monthly payment is April 5, next payment will be processed on May 5. If the Commencement date of your Ruptly Pass with monthly payment is March 31, next payment will be processed on April 30.
5. For the purposes of these ToS we use Greenwich Mean Time (GMT) and all regular payments, renewals and refills will be processed at 00:00 GMT on the date defined in accordance with clauses 7.1, 10.3 and 22.4 of these ToS.
6. When you register, you may be asked to provide a password. You are solely responsible for maintaining the confidentiality of your Account and password. If you fail to maintain confidentiality of your password and/or Account or allow third parties to get access to your password and/or Account, you are responsible for all activities that occur under your Account. If you have reason to believe that your Account is no longer secure, then you must immediately notify us at cd@ruptly.tv with an email’s subject: "Compromised Account". As soon as you’ve been aware your Account is compromised, please change your password.