1. SCOPE OF APPLICATION / CONTACT DETAILS
These general terms and conditions (hereinafter referred to as “GTC”) shall apply to all contracts concluded between us, IDAGIO GmbH, Tempelhofer Ufer 17, 10963 Berlin, Germany, Telephone: +49 030 5770 443 0, e-mail: email@example.com (“we”, “us”), and you as our customer via our website www.idagio.com and/or our mobile and/or desktop applications.
1.1. Divergent, contradictory or supplementary general terms and conditions of yours shall become part of the contact only if expressly accepted in writing by us. Our mere knowledge of your general terms and conditions shall not make them part of the contract.
1.2. The most current version of the GTC valid when the contract is concluded shall apply. You can access the GTC as occasionally amended on the IDAGIO website under (http://about.idagio.com/terms) and on our mobile applications, at any time.
1.3. Our contact details are:
Tempelhofer Ufer 17
Telephone: +49 030 5770 443 0
Authorized representatives (managing directors): Till Janczukowicz & Christoph Lange (business address: see above)
Commercial register B of the local court Charlottenburg, HRB 136456
2. SERVICES, APPROVED CUSTOMERS, DESTINATIONS AND ORDER QUANTITIES
2.1. We offer you services relating to enjoying our library of music, mainly classical music. Our services enable you to listen to, and as part of certain services also to watch, music that will be streamed via the Internet to your device (“IDAGIO Services”). We offer the IDAGIO Services via our website(s), mobile and desktop applications (“IDAGIO Applications”).
2.2. When creating an IDAGIO account you will be informed about the different IDAGIO Services which are available. You will also find a description of the IDAGIO Services on our website. Some of these services are available free of charge. In the following, such services will be referred to as “free Services”. Other IDAGIO Services are subject to payment of a subscription fee. In the following, such IDAGIO services will be referred to as “IDAGIO Subscriptions”. As part of the IDAGIO Applications we may offer additional features (like the possibility to follow other users, to create playlists, to get information about works and artists and benefit from other related services “Additional Features”). Any Additional Features are not part of the IDAGIO Services for which you may pay. We reserve the right to change and modify the Additional Features without giving notice within our reasonable discretion.
2.3. Through the IDAGIO Applications you may also be able to access audiovisual offers. Insofar as you are not given access to such audiovisual offers as part of your IDAGIO Subscription, you may be able to access these audiovisual offers subject to you paying an individual fee for each of these offers individually. Such individual audiovisual offers are either offered by IDAGIO, or by third parties directly (“Third Party Offers”). You will find the information on who provides the individual audiovisual offer in the description of each individual offer. In the case of Third Party Offers the IDAGIO Applications only serve as a platform giving you access to such Third Party Offers. Provider, content, availability, individual pricing as well as the possibility to purchase access can be found in the description of the respective audiovisual offer.
2.4. As part of the IDAGIO Services we are granting you the limited, non-exclusive and revocable permission to use the IDAGIO Services and the contents, which are accessible on the IDAGIO Services, for personal and non-commercial purposes only. In the case of Third Party Offers the respective provider grants you the limited, non-exclusive and revocable permission to use the respective Third Party Offer for personal and non-commercial purposes only. You are not allowed to distribute or assign the IDAGIO Services, Third Party Offers and/or any contents provided therein to any third party. You will not receive any physical copies or reproductions of the music accessible on the IDAGIO Services and/or Third Party Offers. You do not acquire the right to download the music or to access the music currently available on the IDAGIO Applications for an unlimited period of time. IDAGIO, its licensors as well as the providers of Third Party Offers remain the sole owners of the Services and Offers, all copies of the IDAGIO Applications stored on your devices and all contents, which can be accessed through the IDAGIO Applications, IDAGIO Services and Third Party Offers, at all times.
2.5. We as well as the providers of Third Party Offers undertake reasonable efforts to keep our services and the Third Party Offers ready for use. Technical problems, however, may occur occasionally, which may lead to a temporary interruption of our service. Irrespective of that, the availability of content may depend on the country in which you are accessing our services. Some of the content offered on the IDAGIO Applications may not be available in certain countries. You agree and accept that we and/or the providers of Third Party Offers are not granting you the right to and are not liable to offer the IDAGIO Services and/or Third Party Offers without interruption (e.g. due to technical reasons) and that we are not granting you the right to make use of and are not liable to offer you any specific content as part of the IDAGIO Subscriptions.
2.6. You may use the IDAGIO Services and/or Third Party Offers only if you act as a consumer.
2.7. You may use the IDAGIO Services and Third Party Offers only, if (i) you are of legal age in your jurisdiction (i.e. 18 years or older in most countries), or you are at least 12 years old and have the permission to use the IDAGIO Services and/or Third Party Offers and enter into contracts with us or the providers of Third Party Offers from your legal guardians (i.e. your parents in most cases), (ii) you are entitled to enter into legally binding contracts with us and the providers of Third Party Offers and (iii) are not prevented by applicable laws from entering into such contracts and (iv) you are a resident in a country in which the IDAGIO Services and the Third Party Offers are offered. You confirm that the data provided by you creating an IDAGIO account and engaging the IDAGIO Services and/or Third Party Offers are truthful, correct and complete and that you will keep such data correct and up to date at any time.
2.8. We may limit your use of the IDAGIO Services and Third Party Offers to a maximum of six devices (e.g. three computers and three mobile devices). We may also limit your use of the IDAGIO Services and Third Party Offers so that you will be able to use only one device for playback of music at the same time.
3. CONCLUSION OF CONTRACT AND INFORMATION ON CONTRACT CONCLUSION WITH IDAGIO WITH REGARD TO IDAGIO SERVICES AS WELL AS WITH PROVIDERS OF THIRD PARTY OFFERS
3.1. The presentation and promotion of services in our websites, desktop and mobile applications does not constitute a binding offer for the conclusion of a contract.
3.2. In order to access the IDAGIO Services and/or Third Party Offers, you will first have to create an IDAGIO account. After clicking on the button “Create Account” you will be asked to enter personal information such as your name and your e-mail address. You may then identify and correct input errors, if any, prior to making your final binding offer. By clicking on the button “Create Account” after you have entered your information, you submit a legally binding offer.
3.3. After having created an IDAGIO account you will have the option to use the free Services or to subscribe to the IDAGIO Subscriptions. You will find further information about the IDAGIO Services on our website (http://about.idagio.com/help/#premium). In order to subscribe to the IDAGIO Services on our Website and Desktop Apps you will be asked to chose your payment method and to enter your payment details. By clicking on the button to confirm after you have entered your information you submit a legally binding offer. In our mobile applications, after clicking the button to subscribe and subject to your personal security settings, you may be asked to insert your personal key (e.g. password, fingerprint, PIN code) of the relevant app store (e.g. Apple App Store, Google Play Store). In a next step you will be asked to confirm your subscription. By clicking on the respective button you submit a legally binding offer.
3.4. A contract for the provision of services is not yet concluded by creating an IDAGIO account and by the submission of your sign up as an IDAGIO subscriber. We reserve the right to not accept the sign up, in particular, if the registration information you have provided seems inconsistent. The contract between us shall not be concluded until we grant you access to the IDAGIO Services.
3.5. After having created an IDAGIO account you will furthermore have the option to purchase individual audiovisual offers from IDAGIO and/or Third Party Offers. You will find further information about individual audiovisual offers from IDAGIO and Third Party Offers on our website (http://about.idagio.com/help/#premium). In order to purchase such offers on our Website and Desktop Apps you will be asked to choose your payment method and enter your payment details. In the case of individual audiovisual offers from IDAGIO, by clicking on the button to confirm after you have entered your information you submit a legally binding offer to IDAGIO. In the case of Third Party Offers, by clicking on the button to confirm after you have entered your information you submit a legally binding offer to the respective third party provider.
3.6. A contract for the provision of services is not yet concluded by creating an IDAGIO account or by confirming the purchase of an individual audiovisual offer from IDAGIO or a Third Party Offer. We as well as the providers of Third Party Offers reserve the right to not accept the offer, in particular, if the information you have provided seems inconsistent. The contract between us or the provider of Third Party Offers shall not be concluded until we grant you access to the respective services.
3.7. The contract will be concluded in English language.
3.8. The contract terms will be stored by us after conclusion of the contract but are no longer accessible to you.
3.9. On occasion we, or others in our name, may make trial offers which allow access to the IDAGIO Services at no cost for a certain period of time (“Trial Periods“).
We reserve the right to determine the requirements for such Trial Periods at our own discretion and to change such requirements and to end or withdraw such Trial Periods at any time without prior notification and which shall not result in any liability claims whatsoever as far as legally admissible.
In some cases, in order to make use of such Trial Periods, we ask you to provide your payment details. At the end of such Trial Periods we are entitled to charge the monthly subscription fee automatically from the first day after the end of the Trial Period and every recurring month. By subscribing to a Trial Period you agree to such subscription fees. By supplying your payment details when subscribing to a Trial Period, you agree to the subscription fees and you entitle us or the respective App Store to use such payment details for charging the subscription fees. In the case that you do not wish to obtain a paid subscription subject to subscription fees you are required to cancel your subscription at least 24 hours prior to the end of the Trial Period in your IDAGIO account settings. In the case that you have subscribed to the Trial Period through an App Store (e.g. Apple App Store, Google Play) you will have to cancel your subscription in your App Store account settings (e.g. Apple ID Account) or in your IDAGIO account settings, at least 24 hours prior to the end of the current subscription period. Subscriptions which are subject to payments can be cancelled at least 24 hours prior to the end of the then current period of the subscription in the same manner. IDAGIO will not reimburse any fees which you may have paid unless otherwise expressly specified in these General Terms and Conditions. Your right of withdrawal will remain unaffected.
4. CHANGES OF THESE GENERAL TERMS AND CONDITIONS
4.1. Modifications to these GTC may become necessary, for example when we implement new technologies, introduce new services and/or the legal framework or its interpretation changes.
From time to time we may make editorial modifications to these GTC, which do not have an impact on your contractual relationship with IDAGIO. Such editorial modifications may include corrections of typing errors or updates of contact details which form part of the agreement.
4.2. In the case that we make modifications to these GTC, which would affect your contractual relationship with IDAGIO, we will inform you explicitly of the modifications through a conspicuous notification within the IDAGIO Services or by sending an email or other communication in text form to the contact details you have provided. Such notification will contain a reference to your right to object to the modifications, as well as a reference to the consequences of your objection. Please read such notifications carefully.
In case you do not wish to continue using our services under the new GTC, you can terminate the agreement by sending us a message in text form (e.g. via e-mail: firstname.lastname@example.org or letter). We will set a reasonable period of time during which you may object to the changes and will inform you about the consequences of such objection.
If we do not hear from you within such time, your consent to the changes will be deemed given. We will inform you of the above described consequences of you not responding to our proposal within such communication.
5.1. The software we provide to you (including the IDAGIO Applications) is licensed to you on the basis of a limited, non-exclusive, revocable license.
5.2. The content provided to you through the IDAGIO Services and IDAGIO Applications may be copyrighted works and we grant you a limited, non-exclusive, revocable license to reproduce the content only by using the IDAGIO Services and IDAGIO Applications for your personal, non-commercial use.
Also the content provided to you through Third Party Offers may be copyrighted works and the respective provider grants you a limited, non-exclusive, revocable permission to replay the content only by using the respective Third Party Offer for your personal, non-commercial use.
5.3 You are not entitled to copy, transfer, rip, record or to make any other physical or non-physical use of the software and the content provided by us and/or providers of Third Party Offers in any manner unless explicitly permitted herein. You are not entitled to forward your password to any third party or to allow any third party to use your account and password. Furthermore, you are not entitled to circumvent any geographical limitation implemented by us.
5.4 All software and content provided to you as well as all trademarks, logos and names remain in our sole property, the property of our licensors and the property of the providers of Third Party Offers at any time, including any copies which may have been installed on any of your devices.
6. THIRD PARTY APPLICATIONS
7. USER GENERATED CONTENT
7.1. When using the IDAGIO Services, IDAGIO Applications and Third Party Offers, you may have the possibility to provide content to us, including pictures, photographs, text, music, playlist compilations and/or other works that may or may not be subject to copyrights (“User Generated Content”). You grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to all User Generated Content you provide to the IDAGIO Applications, allowing us to reproduce, distribute, recite, perform, present, make available publicly and/or broadcast the User Generated Content. This license terminates when your IDAGIO account is deleted. However, if you have shared User Generated Content with others or made it publicly available through the IDAGIO Services, the IDAGIO Applications and/or Third Party Offers the license is valid for an indefinite period of time.
7.2. We may remove User Generated Content from the IDAGIO Services, the IDAGIO Applications and Third Party Offers or block access to it if it violates any applicable law or third party rights or is not suitable for minors in the course of modifying and improving the IDAGIO Services and the IDAGIO Applications and/or in our reasonable discretion. You will indemnify and hold us harmless from any third party claim arising from a breach of any representation, warranty, covenant or obligation hereunder, including any legal costs in connection with your User Generated Content. This does not apply in case of your inadvertent infringement.
7.3. You hereby grant, warrant and represent that you hold all rights in such User Generated Content which are necessary for the grant of rights under this agreement, that no obligations towards any other party prevent you from concluding and fulfilling this agreement and that the User Generated Content does not infringe any third party rights or any applicable law.
7.4. We as well as the providers of Third Party Offers are not obligated to monitor User Generated Content for infringements of third party rights and we as well as the providers of Third Party Offers do not endorse any opinion included in User Generated Content. If you believe that User Generated Content infringes your rights, the rights of a third party or applicable law, please contact us via any of the contact methods listed in clause 1.3 above. We will investigate any complaint without undue delay.
8. TERM AND TERMINATION
8.1. You can subscribe to the IDAGIO Subscriptions on a monthly basis starting upon payment of the monthly subscription fee. The contract shall renew on a monthly basis at the end of your then current month of subscription. The monthly subscription fee shall be due at the beginning of each month of your subscription. Alternatively, you can subscribe to the IDAGIO Subscriptions on a longer-term basis starting upon payment of the respective subscription fee. This contract shall renew on the same longer-term basis at the end of your then current period of subscription. The longer-term subscription fee shall be due at the beginning of each such longer term of your subscription. In case you have subscribed to an IDAGIO Subscription by way of a voucher code your IDAGIO Subscription terminates automatically at the end of the term specified as part of the voucher code.
You can terminate the contract for your IDAGIO Subscription at the end of each subscription period, but at least 24 hours prior to the end of your then current period of your IDAGIO Subscription, in your IDAGIO account settings or, in the case that you have subscribed through an App Store (e.g. Apple App Store, Google Play), in your App Store account settings (e.g. Apple ID Account). In the case that you have subscribed through the Apple App Store, you can terminate the contract in your Apple ID Account settings only. IDAGIO can terminate the contract with you at the end of each period of your IDAGIO Subscription, but at least 24 hours prior to the end of your then current subscription period. IDAGIO will not reimburse any fees which you may have paid unless otherwise expressly specified in these General Terms and Conditions. Your right of withdrawal will remain unaffected.
8.2. Agreements with providers of Third Party Offers terminate with the end of the availability of the respective Third Party Offer as specified in the description of such Third Party Offer.
8.3. Each party reserves the right to terminate an agreement closed pursuant to these General Terms & Conditions with immediate effect for good cause. We as well as the providers of Third Party Offers respectively reserve the right to terminate or disable an agreement closed pursuant to these General Terms & Conditions with immediate effect for legitimate reasons respecting your legitimate interests at any time, including in cases of unauthorised use of the IDAGIO Software and/or the IDAGIO services and/or Third Party Offers or in the case of non-compliance with this agreement.
For cases in which you, the providers of Third Party Offers or IDAGIO terminate these General Terms & Conditions or in case we block your access to IDAGIO Services, the IDAGIO Applications and/or Third Party Offers you declare your consent that IDAGIO’s liability and the liability of the providers of Third Party Offers shall be limited to such liability as specified in section 11.
8.4. Each notice of termination pursuant to 8.3 must be sent in text form (e.g. via e-mail, fax or letter).
8.5. We reserve the right to block your access to IDAGIO Services, IDAGIO Applications and Third Party Offers if we have reason to believe that you have severely breached this agreement and only for a reasonable period of time necessary to investigate such alleged breach.
9. RIGHT OF WITHDRAWAL
Right of Withdrawal
If you are a consumer, you shall be entitled to withdraw from this contract within fourteen (14) days without giving any reason for doing so.
The deadline for withdrawal shall be fourteen (14) days from the date on which this contract has been concluded.
In order to exercise the statutory right of withdrawal, you must notify us (IDAGIO GmbH, Tempelhofer Ufer 17, 10963 Berlin, Germany, e-mail: email@example.com) of your decision to withdraw from this contract in a clear declaration (e.g. by sending us a letter by mail, fax or e-mail). You may use the withdrawal form template attached for this purpose; however, this is not obligatory. The withdrawal deadline shall be deemed to be met if you send the communication concerning the exercise of the right of withdrawal before the expiry of the deadline.
Consequences of withdrawal
If you withdraw from this contract, we must reimburse any payments we have received from you, including delivery costs (excluding any additional costs incurred if you have selected a different type of delivery to the cheapest standard delivery option offered by us) without delay, but no later than fourteen (14) days after the day on which we receive the notice of your withdrawal from this contract. We will use the same payment method you used for the original transaction in order to provide the reimbursement, unless otherwise expressly agreed; under no circumstances will you be charged a fee for this refund.
In the case of a contract, the subject matter of which is the delivery of digital contents other than on a physical carrier, you may lose your right to withdrawal if:
The performance of the contract has begun with your express consent prior to the end of the withdrawal period, and Your acknowledgment that you thereby lose your right of withdrawal.
To make use of your right of withdrawal you may use the following, non-obligatory withdrawal form template:
Withdrawal Form Template
(If you wish to withdraw from the contract complete and return this form)
To IDAGIO GmbH, Tempelhofer Ufer 17, 10963 Berlin, Germany
– I/We(*) hereby give notice that I/We (*) withdraw from my/our (*) contract of sale of the following goods (*) / provision of the following service (*)
Ordered on (*)/received on (*)
Name of the consumer(s)
Address of the consumer(s)
Signature of the consumer(s) (only when sent by message on paper)
(*) Delete as applicable
End of revocation instruction
10. DEFECTS OF QUALITY AND TITLE
In the event of any defects of quality or title, you are entitled to all rights pursuant to the provisions of statutory law, save that the limitation of liability below remains unaffected.
11.1. Our liability for damages caused by slight negligence, irrespective of its legal ground, shall be limited as follows:
(i) We or the providers of Third Party Offers shall be liable up to the amount of the foreseeable damages typical for the respective type of contract due to a breach of material contractual obligations;
(ii) We or the providers of Third Party Offers shall not be liable due to a slightly negligent breach of any other duty of care applicable.
11.2. The preceding limitations of liability shall not apply for losses arising from death, injury to body and health, for damages after the acceptance of a guarantee for the condition of a product and for defects intentionally misrepresented by silence. The liability under the Product Liability Act (Produkthaftungsgesetz) shall remain unaffected. To the extent that the liability of IDAGIO or the respective provider of Third Party Offers is excluded or limited, this also applies to the personal liability of employees, representatives, assistants and other auxiliary persons.
11.3. Clauses 13.1. and 13.2. shall apply accordingly to our liability for futile expenses.
12. CODES OF CONDUCT
13. CUSTOMER SERVICE / SUPPORT
If you have any questions, comments or complaints, as well as other notifications regarding your order or subscription, please send them to us by letter, fax, telephone or e-mail using the contact details specified above in clause 1.3.
You may send any notice in connection with this agreement to the contact details set out in clause 1.3 above. We will send any notice in connection with this agreement to one of the contact details you provided in your user profile. You are obligated to update your user profile, in particular your email address, whenever any of your contact details have changed.
15. FULL CONTRACT AND SEVERABILITY CLAUSE
15.1 With the exception of all explicit agreements in writing between you and us and/or between you and the respective provider of Third Party Offers respectively, these GTC set forth the entire terms and conditions between you and us and/or between you and the respective provider of Third Party Offers respectively with respect to the subject matter hereof, merge all prior discussions between you and us and/or between you and the respective provider of Third Party Offers respectively and supersede all existing agreements among them concerning the subject matter of the agreement.
15.2 In the event any portion of the agreement may be determined by any governmental body or court of competent jurisdiction to be unenforceable, the balance of the agreement shall be severed therefrom and remains in full force and effect unless a failure of consideration would thereby result.
16. APPLICABLE LAW AND PLACE OF JURISDICTION
German law shall apply with the exception of the United Nations Convention on Contracts for the International Sale of Goods. If you are a merchant, a legal entity under public law, or special assets (Sondervermoegen) under public law, exclusive place of jurisdiction for any and all disputes arising from or in connection with this agreement shall be Charlottenburg, Berlin, Germany. This shall also apply if you do not have a general place of jurisdiction in Germany or if you relocate your place of residence or habitual place of abode to a location outside Germany or in case your place of residence or habitual place of abode is not known at the time the proceedings are brought in the courts. Arbitration proceedings shall be excluded.
Version: December 13, 2020