General Terms and Conditions (GTC)

§ 1 Scope and Contracting Parties

(1) These General Terms and Conditions (GTC) apply to all contracts for the provision of a digital premium in-store audio system for the playback of instrumental music between Emir Vildić, EMVI Media, Leopoldstraße 31, 80802 Munich (hereinafter “Provider”) and its customers.

(2) The offer is aimed exclusively at entrepreneurs (§ 14 BGB), legal entities under public law, or special funds under public law (hereinafter “Customer”). A conclusion of a contract with consumers (§ 13 BGB) is excluded.

(3) Deviating, conflicting, or supplementary GTC of the Customer shall only become part of the contract if the Provider has expressly agreed to their validity in writing.

§ 2 Subject Matter of the Contract and Scope of Services

(1) The Provider shall provide the Customer with a 100% instrumental, ad-free audio system for public playback in the Customer's business premises.

(2) The exact scope of services (number of music streams, music catalogs, multi-zone licenses) results from the service package chosen by the Customer (Starter, Pro, Premium or Enterprise).

(3) The audio streams are provided digitally via a Progressive Web App (PWA), which is made available to the customer through an individual access link. The Premium package additionally includes up to 3 independent music streams for simultaneous use in different audio zones (Multi-Zone License). The Enterprise package also offers tailor-made solutions. These include a scalable, contractually agreed number of streams, dedicated sonic branding through individually curated music catalogs, as well as personal support from a dedicated Account Manager, including extended Service Level Agreements (SLA).

(4) The Provider reserves the right to continuously update and optimize the music catalogs as well as the program within the framework of “Smart Day-Parting” (automated BPM control) in order to maintain psychoacoustic quality.

(5) The provision of the individual in-store radio stream and access to the PWA usually takes place within 1 to 3 working days after the conclusion of the contract, receipt of payment, and the complete transmission of all information required for the ‘Sonic Profiling’ by the Customer.

§ 3 Conclusion of Contract and Term of Contract

(1) The contract is concluded upon the written or electronic order confirmation by the Provider following an order by the Customer.

(2) The minimum contract term for the Starter, Pro, and Premium packages is 12 months. For the Enterprise package, the minimum contract term is 36 months, unless otherwise agreed upon in an individual contract. This longer term reflects the specific setup, curation, and support efforts required for Enterprise customers.

(3) The contract is automatically extended by a further 12 months in each case, unless it is terminated in writing (email is sufficient) by one of the parties with a notice period of 3 months to the end of the respective contract term.

§ 4 Prices, Terms of Payment and Statutory E-Invoicing Obligation

(1) The prices shown on the website or in the offer at the time of the conclusion of the contract apply. All prices are net plus the statutory value-added tax.

(2) Premium plan customers with at least 5 locations receive a 15% multi-store discount on annual fees. There are no setup costs.

(3) Billing takes place annually in advance under the subscription model. Payment processing is fully automated. By concluding the contract, the Customer authorizes the Provider to automatically collect the applicable annual fees via the payment method chosen by the Customer (e.g., SEPA direct debit mandate, credit card, or linked online payment service providers such as Stripe).

(3a) For Enterprise package customers, individual prices and terms agreed upon in a separate contract shall apply. In deviation from the automated payment processing pursuant to paragraph 3, purchase on account with individual payment terms (e.g., 30 days net) can be agreed upon for Enterprise customers.

(4) In accordance with the statutory requirements for the e-invoicing obligation in the German B2B sector, the Provider issues invoices to the Customer in a structured, electronic format (e.g., in ZUGFeRD or XRechnung standard). The Customer expressly agrees to receive these electronic invoices via email.

(5) The deadline for advance notice for automatic collections (pre-notification, especially for the SEPA direct debit procedure) is shortened to 2 days before the actual debit date. The Customer is obliged to ensure sufficient funds in the specified account or payment method.

(6) If an automatic payment collection fails because the Customer's account does not have sufficient funds, the bank details are invalid, or the Customer unjustifiably objects to the collection, the Customer must reimburse the Provider in full for the resulting return debit and processing fees charged by the banks and payment service providers.

(7) In the event of default in payment or failed automatic renewal of payment, the Provider is entitled to temporarily block access to the audio streams digitally and without prior notice until the outstanding claims have been settled in full.

§ 5 Obligations of the Customer, Rights of Use and Abuse Control

(1) The Customer receives the non-exclusive right, limited to the term of the contract and the contractually agreed location, to publicly play the provided instrumental music.

(2) The Customer is expressly prohibited from recording, reproducing, manipulating, passing on to third parties, or making the audio streams publicly accessible outside the agreed business premises (or zones).

(3) The Customer is obliged to provide the minimum internet connection bandwidth required for the proper reception of the audio streams as well as functional terminal devices (e.g., hardware, amplifiers, speakers) with a current, PWA-compatible web browser. Technical disruptions caused by the Customer's insufficient internet connection or faulty hardware in the store fall exclusively within the Customer's area of responsibility.

(4) The Provider is entitled to check the contractually compliant use of the assigned package and zone licenses (e.g., Starter vs. Premium package) by means of automated technical measures (such as the analysis of IP addresses and simultaneous system logins). In the event of proven abusive or unauthorized use of the stream at several locations or zones not contractually agreed upon, the Provider reserves the right to retroactively invoice the difference or to block access without notice.

§ 6 PRS / ASCAP Exemption and Copyright

(1) The Provider legally guarantees that the instrumental music provided and played back within the framework of the in-store audio system is PRS / ASCAP-free and is not subject to fees from domestic or foreign collective management organizations (such as BMI, PPL, SESAC). The provided instrumental music consists of previously unpublished audio files provided exclusively for use in this in-store audio system. The provider holds all necessary, unrestricted commercial rights of use and exploitation for this instrumental music.

(2) To comply with the legal requirements for generated media (according to Art. 50 EU AI Act), all provided instrumental music is marked with an unalterable digital SynthID signature (watermark). This ensures full transparency and the lawful origin of the files. A complete list of the audio files used (tracklist) will be made available in digital form to PRS, ASCAP or comparable institutions upon justified request.

(3) Should PRS, ASCAP, other domestic or foreign collective management organizations, or other third parties nevertheless assert claims against the Customer regarding the public playback of the instrumental music provided by the Provider, the Provider undertakes to fully indemnify the Customer against these claims upon first request. This expressly includes the assumption of all reasonable and necessary legal defense costs incurred by the Customer for the justified defense against these claims.

(4) This indemnification obligation does not apply if the claim was culpably caused by the Customer itself (e.g., through the unauthorized feeding of its own, PRS / ASCAP-liable music tracks into the provided system). The PRS / ASCAP exemption and the assumption of liability according to Para. 3 apply exclusively to the unaltered playback of the instrumental music provided by the Provider. If the Customer, its employees, or vicarious agents play audio content from external sources (such as YouTube, Spotify, private streaming services, radio, CDs) in the business premises, the Provider's indemnification obligation expires completely for this period. The Customer is solely liable for all resulting claims, copyright infringements, fines, or subsequent licensing fees from collective management organizations.

§ 7 Warranty and Availability

(1) The Provider guarantees high availability of the streaming servers. Excluded from this are downtimes due to necessary maintenance work as well as circumstances for which the Provider is not responsible (e.g., force majeure, disruptions to the general internet infrastructure, or unforeseeable failures of external cloud and hosting providers).

(2) In the Premium package, the Provider offers extended technical precautions (e.g., multi-zone licensing for risk minimization) to maintain the “shopping flow”.

(3) For customers of the Enterprise package, extended Service Level Agreements (SLA) apply, which include a guaranteed average annual server availability of 99.9% as well as prioritized technical support. The exact conditions, response times, and escalation levels are bindingly defined in a separate Enterprise Agreement.

§ 8 Limitation of Liability

(1) The Provider is liable without limitation for intent and gross negligence as well as for damages resulting from injury to life, body, or health.

(2) For slight negligence, the Provider is only liable in the event of a breach of essential contractual obligations (cardinal obligations), the fulfillment of which makes the proper execution of the contract possible in the first place. In this case, liability is limited to the typical, foreseeable damage.

(3) The provisions on PRS / ASCAP exemption according to § 6 remain unaffected by these limitations of liability.

§ 9 Trial Access (Demo Accounts)

(1) If the Customer is provided with free trial access (demo), this is strictly limited to the agreed trial period.

(2) The provisions of these GTC regarding copyrights, PRS / ASCAP exemption, and the prohibition of use (in particular the prohibition of reproduction and recording) apply in full to trial accounts.

(3) After the trial period has expired, access ends automatically digitally, without the need for termination, unless the parties expressly conclude a fee-based follow-up contract.

§ 10 Final Provisions

(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

(2) The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Munich, provided the Customer is a merchant, a legal entity under public law, or a special fund under public law.

(3) Should individual provisions of these GTC be or become invalid or unenforceable, the validity of the remaining provisions shall remain unaffected thereby.

(4) All brands and trademarks mentioned within these GTC (in particular “SynthID”, a trademark of Google LLC) are subject without restriction to the provisions of the applicable trademark law and the ownership rights of the respective registered owners.