Terms of Use - “COPRA cloud"

CinePostproduction GmbH, Beta-Straße 1, 85774 Unterföhring, Germany (“CinePostproduction“) offers its clients the possibility to save the moving image contents having come into existence within the framework of a film production on a server of CinePostproduction („COPRA Server“). The moving image contents can be viewed, commented, or edited with the access software to the COPRA Server provided by CinePostproduction in form of a web application and/or an app for iPhone, iPad, iPod Touch or Apple TV (“COPRA Client“) by the users authorized by the client.

For the usage of the “COPRA in the cloud" service, the following conditions shall exclusively apply:

Sec. 1 Contract Object

Present contract’s object is the permit of the use of storage space on the COPRA Server of CinePostproduction granted to the client, giving access to the contents saved on the COPRA Server, including without limitation moving image contents, video files, or comments in text from (“Contents“) as well as creating user accesses to the COPRA Server.

Sec. 2 Permitting the use of storage space and giving access to the Contents

(1) CinePostproduction will permit the client the use of storage space on the COPRA Server to the extent necessary for the order from the point in time agreed on for the contents transferred within the framework of the postproduction, and for the further contents ready on call created by the users. The contents can be viewed, commented, or edited by means of the access possibilities stated under sec. 5 from the point in time agreed on.

(2) CinePostproduction shall check the contents on the COPRA Server for viruses and other harmful programs before such content is saved by means of software corresponding to the state of the art. CinePostproduction shall daily save the contents saved by the client within the framework of this contract.

(3) The COPRA Server is uninterruptedly ready for use 24 hours on all seven days of a week with an availability rate of at least 99% as an annual average. This is valid except for unavailability times coming up due to maintenance and software updates as well as such times in which the server cannot be accessed via the internet due to technical or other problems not lying within the range of responsibility of CinePostproduction (including without limitation force majeure, third party’s/parties’ fault, etc.).

(4) In case of a technical failure of the COPRA Servers, CinePostproduction shall immediately inform the client thereon. To the extent to that such failure lies within the range of responsibility of CinePostproduction, CinePostproduction shall endeavor to remedy this failure within two working days from the date of occurrence of such failure on.

Sec. 3 Right of use of the Contents

(1) The client shall grant CinePostproduction the right to use the contents saved on the COPRA Server to the extent necessary for the purposes of present agreement, the right to copy such, especially for back-up purposes, and the right to make such accessible to the users stated by the client. This right to use is limited in time to the term of this contract; it is non-transferrable and non-exclusive.

(2) For the rest, CinePostproduction will not grant any rights to use the contents saved by the client and kept ready for use on call.

Sec. 4 Liability for the contents saved on the COPRA Server

(1) The client has the complete liability for the contents saved on the COPRA Server under his order of CinePostproduction. CinePostproduction shall not check any of these contents on, including without limitation lawfulness, up-to-datedness, or fitness for a certain purpose.

(2) If the client is not or is only partly the owner of the rights to contents specified to be saved by him on the COPRA Server, he shall be liable that the owner of the rights to such contents (including without limitation the photographer of an image, creator of a video, a person shown) has given his consent that CinePostproduction saves such contents on the COPRA Server, and makes them accessible to the users stated by the client.

(3) The client shall exempt CinePostproduction from all claims asserted by third parties due to such contents the storage of which was ordered by the client to be done by CinePostproduction or that saved on the COPRA Server by the client and the users within the framework of the access, unless the client can prove that they have not been legally responsible for this infringement of law and/or obligations. This exemption also includes that appropriate lawyers and/or legal advisor fees must be borne.

Sec. 5 Giving access to the Contents

(1) Only the user having been stated and authorized by the client shall have access to the contents that are saved on the COPRA Server or made accessible for the client within the framework of this contract.

(2) Clients may access the contents either

(a) Via the “COPRA Client“ app developed by CinePostproduction

Or

(b) Via the browser-based web application developed by CinePostproduction.

The “COPRA Client“ app can be downloaded in the iTunes store and can be installed on an iPhone, iPad, iPod Touch or Apple TV. The web application is kept ready for use on call by CinePostproduction under copra.de.

(3) CinePostproduction shall create the number of user accesses (“Accounts“) agreed with the client.

(4) If the contents are to be accessed via the web application or "COPRA Client" app, the client shall inform CinePostproduction in text form (letter, fax, or e-mail) on the persons authorized for usage by stating their names and e-mail addresses. CinePostproduction shall then create the corresponding number of personalized Accounts and inform the client in text form (letter, fax, or e-mail) thereon by transferring the user names and user passwords.

(5) CinePostproduction shall create additional Accounts on client’s request during this contract’s duration.

(6) CinePostproduction shall neither be liable for the quality of the necessary hardware and additional software (including without limitation the web browser) in the range of responsibility of the users nor for the necessary internet connection.

Sec. 6 Terms of payment and default

(1) The compensation for the services to be rendered within the framework of this agreement (see sec. 1) shall be calculated as the amount of time that all moving image contents are saved for the client. The compensation for services rendered by CinePostproduction exceeding the rule mentioned in the last sentence shall then be the object of a separate agreement.

(2) All compensations are owed plus VAT valid from time to time.

(3) CinePostproduction will issue invoices to the client within the payment periods agreed. All of these invoices shall become due for payment at their respective point in time agreed.

(4) If the client is in default with due invoices, then the client is obligated to pay a default interest rate amounting to 5% above the base interest rate of the European Central Bank (German Central Bank discount rate) valid from time to time. If the client is in default with two invoices whereby one of them follows the other, CinePostproduction shall be entitled to block the client’s access to the COPRA Server until these invoices have been settled. Assertion of further default claims is not excluded.

Sec. 7 Obligations of the Client; Blocking

(1) The client must fulfill all of their obligations that are necessary for the settlement of this contract.

(2) The client must keep secret on the rights of use and access assigned to the users, protect these rights from being accessed by third parties and they must not forward these rights to unauthorized users. This data must be protected by means of appropriate and customary measurements. The client shall inform CinePostproduction immediately, if access data has been lost, if suspicion exists that access data and/or passwords have come to the knowledge of non-authorized persons, or if an iOS end device (see sec. 4 (4) above) registered for COPRA has been lost, so that CinePostproduction is able to block the Account concerned.

(3) Access to contents via an iOS or tvOS end device is exclusively allowed to be executed by using devices that are furnished with the original operating system of the producer. Such operating system must not be changed in any way by so-called „jailbreaks“.

(4) The client must obligate the users authorized by them to also keep to obligations of present contract valid to the client.

(5) The client must on their own and regularly, and corresponding to the data‘s importance save the data saved on the COPRA Server and create their own backups in order to enable to reconstruct this data in case this data and information is lost. CinePostproduction’s obligation to create backups remains untouched thereby.

(6) If the client infringes - despite of a warning - against one of the obligations stated above, especially against the obligation to have COPRA used exclusively by authorized user with iOS or tvOS end devices that have an original version of the operating system installed, CinePostproduction may block the client’s access to the COPRA Server.

Sec. 8 Confidentiality, Data Security

(1) CinePostproduction shall keep secret on all information and data obtained by the client within the framework of this contract and obligate to confidentiality its staff deployed in connection with this contract and the fulfillment thereof.

(2) CinePostproduction shall protect the contents saved by the client and by the users authorized by the client on the servers of CinePostproduction from unauthorized notice, storage, change or any other, non-authorized accesses or attacks. To fulfill this purpose, CinePostproduction shall take the appropriate and customary measurements to be implemented according to the state of the art, especially, but not limited to virus protection programs and programs against similar harmful programs as well as further security measurements of its facilities, including without limitation against burglary.

Sec. 9 Data protection

(1) If the client transfers personal data of their staff and of the users authorized by them to use COPRA to CinePostproduction, they shall be responsible that they are entitled to this according to data protection regulations and they shall, in case of an infringement, exempt CinePostproduction from claims of third parties. To the extent to that data to be processed is personal, processing of data by an order is present and CinePostproduction shall keep to the requirements required by law for the processing of data by an order and to the instructions of the client (including without limitation to keep to purging and blocking obligations). The instructions must be submitted in written form and in due time.

(2) CinePostproduction shall only gather and use data related to the client to the extent necessary for executing this contract, and, in doing so, it will keep to the data protection regulations. The client agrees that such data will be gathered and used to the extent described herein.

Sec. 10 Warranty on defects and liability

(1) Regarding the permit to use the storage space on the COPRA Server, CinePostproduction excludes any and all liability not due to its fault for initial defects of the COPRA Servers. Later objections due to open or hidden defects are excluded thereby.

(2) CinePostproduction shall only be liable for such damage - independent of its legal ground – if it has infringed an obligation fundamental to this contract (cardinal duty) culpably in a way endangering the contract’s object or this damage can be led back to gross negligence or willful conduct. This liability limitation shall also apply, if an agent of CinePostproduction is responsible for such damages.

(3) If such infringement of an obligation fundamental to this contract (cardinal duty) has not been done in gross negligence or as a willful conduct, CinePostproduction’s liability shall be limited to the typical damage or extent of damage that could reasonably be foreseen at the point in time of conclusion of this contract. If the contents saved on the COPRA Server are lost, CinePostproduction’s liability shall be limited to the typical expenses for recovery. Liability for any damage resulting from unavailability of the COPRA Servers is excluded.

Sec. 11 Duration and termination of this contract

(1) This contract and its duration shall start with the conclusion of this contract and shall terminate on completion of the postproduction activities for the client.

(2) The right to terminate for cause remains untouched. For CinePostproduction, cause is present, if the client infringes their fundamental contractual obligations stated under sec. 7.

(3) All contents saved for the client will be purged on expiry of this contract according to sec. 11 (1).

Sec. 12 Closing Provisions

(1) Any amendment to this contract must be made in written form. This shall also apply to the requirement of written form itself. Such written form requirement will not be fulfilled by an e-mail.

(2) This contract is construed and governed by German law.

(3) The exclusive place of venue for all disputes from this contractual relationship is Munich in Germany. CinePostproduction shall, however, remain entitled to file a suit at the general place of venue of the client or to institute other court proceedings.

(4) Invalidity or legal ineffectiveness of one provision of this contract will not touch this contract’s validity as a whole. Such a poor provision must be replaced by one coming as close as possible to the economic and legal purpose of the poor provision.

Terms of Use - “COPRA onset"

CinePostproduction GmbH, Beta-Straße 1, 85774 Unterföhring, Germany (“CinePostproduction“) offers its clients the ability to save moving image contents which have been created within the framework of a film production on a server of CinePostproduction (“COPRA Server”). The moving image contents can be viewed, commented on, or edited, by the users authorized by the client, within the COPRA Server by means of the access software provided by CinePostproduction in the form of a web application and/or an app for iPhone, iPad, iPod Touch or Apple TV (“COPRA Client”).

For the use of the COPRA Service, the following conditions shall exclusively apply:

Sec. 1 Subject Matter of the Contract

The object of the present contract is to regulate the provision of storage space on the COPRA Server of CinePostproduction, to grant access to the contents saved on the COPRA Server, including moving image content, video files, and/or comments in text form (“Contents”), and to establish user access to the COPRA Server.

Sec. 2 Provision of storage space and giving access to the Contents

(1) Pursuant to the terms of the present agreement, CinePostproduction will provide space on the COPRA Server for the storage of Contents and will make them available to the client and its users. As from the time agreed upon, the Contents will be available for viewing, comment, or editing by means of the access mechanisms outlined under Sec. 5.

(2) CinePostproduction shall check the Contents on the COPRA Server for viruses and other harmful programs before such Contents are saved using state-of-the-art software. CinePostproduction shall, on a daily basis, save the Contents uploaded by the client within the framework of this contract.

(3) The COPRA Server shall be ready for uninterrupted use 24 hours a day and seven days a week, with an availability rate of at least 99% as an annual average. Such availability rate is exclusive of periodic unavailability due to maintenance and software updates, as well as instances in which the server cannot be accessed via the internet due to technical or other problems outside the control of CinePostproduction (including without limitation force majeure, third party’s/parties’ fault, etc.).

(4) In case of a technical failure of the COPRA Servers, CinePostproduction shall immediately inform the client thereupon. To the extent that such failure lies within the range of responsibility of CinePostproduction, CinePostproduction shall endeavor to remedy this failure within two working days from the date of occurrence.

Sec. 3 Right of use of the Contents

(1) The client shall grant CinePostproduction the right to use the Contents saved on the COPRA Server to the extent necessary for the purposes of the present agreement, including the right to copy such Contents, especially for back-up purposes, and the right to make such Contents accessible to users as stated by the client. This right to use is limited in time to the term of this contract; it is non-transferrable and non-exclusive.

(2) CinePostproduction will not grant any rights to use the Contents saved by the client and kept ready for use on call.

Sec. 4 Liability for the Contents saved on the COPRA Server

(1) The client has complete liability for the Contents saved on the COPRA Server under its agreement with CinePostproduction. CinePostproduction shall not check any of these Contents for, including without limitation, lawfulness, accuracy, or fitness for a certain purpose.

(2) If the client is not, or is only partly, the owner of the rights to Content saved by it on the COPRA Server, it shall affirmatively warrant that the owner of the rights to such Content (including without limitation the photographer of an image, creator of a video, a person shown therein) has given consent for CinePostproduction to save such Content on the COPRA Server, and to make such Content accessible to the users as stated by the client.

(3) The client shall exempt CinePostproduction from all claims asserted by third parties arising from the storage of any Contents as ordered by the client, including any storage request(s) made by the client to CinePostproduction, or any Contents saved on the COPRA Server by the client and the users within the framework of access herein described, unless the client can prove that it was not legally responsible for such infringement of law and/or obligations. This exemption also stipulates that appropriate lawyers and/or legal advisor fees must be borne by the client.

Sec. 5 Giving access to the Contents

(1) Only a valid user, duly recognized and authorized by the client, shall have access to the Contents that are saved on the COPRA Server or made accessible to the client within the framework of this contract.

(2) Clients may access the Contents either:

(a) Via the “COPRA Client” app developed by CinePostproduction,

or

(b) Via the browser-based web application developed by CinePostproduction.

The “COPRA Client” app can be downloaded from the iTunes store and can be installed on an iPhone, iPad, iPod Touch or Apple TV. The web application shall be available on demand by CinePostproduction at the website “copra.de”.

(3) CinePostproduction shall create user access accounts (“Accounts”) for the users authorized by the client.

(4) If the Contents are to be accessed via the web application, the client shall inform CinePostproduction in text form (letter, fax, or e-mail) of the authorized persons by stating their names and e-mail addresses. CinePostproduction shall then create the corresponding number of personalized Accounts and inform the client in text form (letter, fax, or e-mail) thereupon by transferring the user names and user passwords.

(5) CinePostproduction shall create additional Accounts at the client’s request throughout the duration of this contract.

(6) CinePostproduction shall be liable neither for the quality of the necessary hardware and additional software required by the end users of the service (including without limitation the web browser) nor for the necessary internet connection.

Sec. 6 Terms of payment and default

(1) The compensation for the services to be rendered within the framework of this agreement (see sec. 1) shall be calculated as the amount of time that all moving image contents are saved for the client. The compensation for any services rendered by CinePostproduction exceeding the agreed-upon amount shall be the object of a separate agreement.

(2) All compensation shall be due when payable,  plus any applicable VAT amounts.

(3) CinePostproduction will issue invoices to the client within the agreed-upon payment periods. All of these invoices shall become due for payment according to the agreed-upon schedule.

(4) If the client is in default with past-due invoices, then the client shall be obligated to pay a default interest rate amounting to 5% above the current base interest rate of the European Central Bank (German Central Bank discount rate). If the client is in default on two successive invoices, CinePostproduction shall be entitled to block the client’s access to the COPRA Server until such invoices have been settled. Assertion of further default claims is not excluded.

Sec. 7 Obligations of the Client: Blocking

(1) The client must fulfill all of its obligations that are necessary for the settlement of this contract.

(2) The client must keep secret the rights of use and access assigned to the users, protect these rights from being accessed by third parties, and must not forward these rights to unauthorized users. This data must be protected by means of appropriate and customary measures. The client shall inform CinePostproduction immediately if access data has been compromised, if there is a suspected breach of access data and/or passwords have come to the knowledge of non-authorized persons, or if an iOS or tvOS end device (see Sec. 5 (4) above) registered for COPRA has been lost, so that CinePostproduction is able to block the Account concerned.

(3) Access to Contents via an iOS or tvOS end device is authorized exclusively through the use of devices furnished with the original operating system of the device manufacturer. Such operating system must not be changed in any way by so-called “jailbreaks”.

(4) The client must bind all authorized users to the obligations of the present contract, valid also as between the client and CinePostproduction.

(5) The client must save the data stored on the COPRA Server sua sponte on a regular basis and as appropriate in light of the importance of said data, and must create its own back-ups in order to enable the reconstruction of this data and information in case of loss. CinePostproduction’s obligation to create back-ups is independent of this provision.

(6) If - despite a warning - the client fails to meet any of the obligations stated above, especially the requirement concerning the limitation of access to COPRA to authorized users with iOS or tvOS end devices utilizing the original version of the installed operating system, CinePostproduction may block the client’s access to the COPRA Server.

Sec. 8 Confidentiality, Data Security

(1) CinePostproduction shall keep secret all information and data obtained by the client within the framework of this contract and shall require confidentiality of its staff deployed in connection with this contract and the fulfillment thereof.

(2) CinePostproduction shall protect the Contents saved by the client, and by the users authorized by the client, on the servers of CinePostproduction from unauthorized notice, storage, change, or any other non-authorized access or attack. To fulfill this purpose, CinePostproduction shall implement appropriate, customary and state-of-the-art measures including, but not limited to, virus protection programs and other security programs designed to block harmful activity, as well as security measures for its facilities, including without limitation safeguards against burglary.

Sec. 9 Data protection

(1) If the client transfers the personal data of their staff members and/or of authorized COPRA users to CinePostproduction, the client shall warrant that they are entitled to do so according to any relevant data protection regulations, shall assume responsibility in case of any infringement, and shall exempt CinePostproduction from any claims of third parties. To the extent that such data is personal in nature, the processing of such data shall be underaken pursuant to an order from the client to CinePostproduction. CinePostproduction shall follow the requirements of applicable law for the processing of data under such an order and shall also follow the instructions of the client (including without limitation any requirements concerning purging and blocking obligations). Such instructions from the client must be submitted in written form and in due time.

(2) CinePostproduction shall only gather and use data related to the client to the extent necessary for executing this contract and, in so doing, shall observe the relevant data protection regulations. The client agrees that such data will be gathered and used to the extent described herein.

Sec. 10 Warranty concerning defects and liability

(1) Regarding the use of storage space available on the COPRA Server, CinePostproduction excludes any and all liability not due to its own error or for initial defects of the COPRA Servers. Later objections arising from any open or hidden defects are excluded hereby.

(2) CinePostproduction shall only be liable for such damage - independent of the legal basis – if it has breached a material tenant of or obligation under this contract (a “cardinal duty”) in a culpable manner which endangers the contract’s object, or if said breach is attributable to gross negligence or willful conduct. This limitation of liability shall also apply if an agent of CinePostproduction is responsible for such damages.

(3) If such breach of an obligation fundamental to this contract (a “cardinal duty”) is not attributable to gross negligence or willful conduct, CinePostproduction’s liability shall be limited to standard damages or to the extent of damage that could be reasonably foreseen at the time of contract. If the Contents saved on the COPRA Server are lost, CinePostproduction’s liability shall be limited to the typical expenses for recovery. Liability for any damage resulting from unavailability of the COPRA Servers is excluded.

Sec. 11 Duration and termination of this contract

(1) This contract, and the duration of this contract, shall commence upon the execution of this contract and shall terminate after the period agreed upon, or if stipulated otherwise, by proper notice of termination.

(2) The right to terminate for cause remains untouched. For CinePostproduction, cause shall be deemed present if the client breaches its fundamental contractual obligations as stated under Sec. 7.

(3) All Contents saved for the client shall be purged upon the expiration of this contract according to Sec. 11(1).

Sec. 12 Closing Provisions

(1) Any amendment to this contract must be made in written form. This shall also apply to the requirement of written form itself. The written form requirement, for the purposes of this section, will not be fulfilled by an e-mail.

(2) This contract is construed under and governed by German law.

(3) The exclusive place of venue for all disputes arising from this contractual relationship shall be Munich, Germany. CinePostproduction shall, however, remain entitled to file suit in the jurisdiction of the client or to institute other court proceedings.

(4) Invalidity or legal ineffectiveness of one provision of this contract will not touch this contract’s validity as a whole. Any provision deemed invalid by a competent court or legal authority shall be replaced by a similar provision which, as nearly as possible, meets the economic and legal purposes of invalid provision.

Terms of Use - “branded COPRA"

CinePostproduction GmbH, Beta-Straße 1, 85774 Unterföhring, Germany (“CinePostproduction“) has developed a software for the installation of a server for saving moving image contents (“Contents”) which have been created within the framework of a film production (“COPRA server software”).

The moving image contents saved on the “COPRA server” can be viewed, commented on, or edited, by authorized users by means of the access software provided by CinePostproduction in the form of an app for iPhone, iPad, iPod Touch or Apple TV (“COPRA clients”). The “COPRA” app can be downloaded from the iTunes store and can be installed on an iPhone, iPad, iPod Touch or Apple TV.

For the delivery and use of the “COPRA Server software”, the following conditions shall exclusively apply:

Sec. 1 Subject Matter of the Contract

(1) The object of the present contract is to regulate the delivery of the “COPRA server software” together with installation documentation and a manual (“Documentation”) for the duration of this contract.

(2) The “COPRA server software” is delivered to the client for the purpose of installing a “COPRA server” on its hardware and providing its authorized users with the ability to access and edit the Contents created within the framework of a film production and saved on the “COPRA server”.

(3) Under this contract, CinePostproduction is not responsible for the purchase and setting up of the necessary hardware and/or system environment for the operation of the “COPRA server” (see annex 1).

(4) Update and maintenance services for the “COPRA server software” and consultation, as well as training services rendered by CinePostproduction, shall not fall within the scope of this contract.

Sec. 2 Delivery and Installation of the „COPRA Server Software”

(1) Unless stipulated otherwise, CinePostproduction shall deliver the “COPRA server software” and Documentation by making these available for download. To this end, the client shall receive an email with the necessary access code to the download server of CinePostproduction.

(2) Unless stipulated otherwise, the “COPRA server software” shall be installed by the client.

Sec. 3 Grant of Rights

(1) CinePostproduction hereby grants to the client the non-exclusive, non-transferable right to use the “COPRA server software” limited by the stipulated purpose (see Sec. 1(2)) and the conditions set forth hereinafter in this Sec. 3. The right is granted for the duration of this contract and without limitation.

(2) The right to copy the “COPRA server software” is limited to the installation of the software on a hardware system of the client for the stipulated purpose (see Sec. 1(2)) and a copy thereof, as this is required for the loading, display, running, transfer or storage of the software, as well as a copy for security backup purposes.

(3) The right to revise the “COPRA server software” is limited to acts which serve the purpose of bug-fixing and the reinstatement of the stipulated functionality of the software.

(4) The right to decompile the “COPRA server software” is limited to copies or translations of the software, which are necessary to obtain critical information which may enable the interoperability of the software with other software programmes.

(a) The aforementioned acts are confined to the details of the original “COPRA server software”, which are necessary to achieve interoperability, and must only be executed by the client and only in cases where the aforementioned information has not been brought to the client’s attention.

(b) The information obtained must not

- be used for goals other than to achieve interoperability with other software programmes;

- be given to third parties, except when necessary for the interoperability of the “COPRA server software”;

- be used for the development, production or marketing of a software product substantially similar in its expression, or for any other act which infringes copyright.

(5) No further rights to use and/or exploit the “COPRA server software”are granted.

(6) The client is not entitled to pass on the “COPRA server software” and transfer any rights to third parties, in particular to sell, donate, lend or rent it.

Sec. 4 Use of the COPRA Servers by the Client

(1) The client shall establish access to the COPRA server for the users authorized by the client. The data for use and access are to be kept confidential and protected by means of appropriate and customary measures. The users shall also commit to keeping their use and access data confidential.

(2) Access to Contents via an iOS or tvOS end device is authorized exclusively through the use of devices furnished with the original operating system of the device manufacturer. Such operating system must not be changed in any way by so-called “jailbreaks”.

(3) The client has complete liability for the operation of the COPRA server and the Contents and data saved thereupon. In particular, CinePostproduction shall not check any of these Contents for, including without limitation, lawfulness, accuracy, or fitness for a certain purpose. The client shall exempt and indemnify CinePostproduction from all claims asserted by third parties arising from the operation of the COPRA server or the storage of any Contents saved on the COPRA Server by the client and its authorized users. This indemnity clause also stipulates that appropriate lawyers’ and/or legal advisor fees must be borne by the client.

Sec. 5 License Fees and Default

(1) The client shall pay the stipulated license fees.

(2) CinePostproduction will issue invoices to the client within the agreed-upon payment periods. All of these invoices shall become due for payment according to the agreed-upon schedule. The compensation for any services rendered by CinePostproduction exceeding the stipulated services (see Sec. 1) shall be the object of a separate agreement.

(3) All compensation shall be due when payable, plus any applicable VAT amounts.

(4) If the client is in default with past-due invoices, then the client shall be obligated to pay a default interest rate amounting to 5% above the current base interest rate of the European Central Bank (German Central Bank discount rate). If the client is in default on two successive invoices, CinePostproduction shall be entitled to block the users’ access to the COPRA Server of the client until such invoices have been settled. Assertion of further default claims is not excluded.

Sec. 6 Confidentiality

CinePostproduction shall keep secret all information and data obtained by the client within the framework of this contract and shall require confidentiality of its staff deployed in connection with this contract and the fulfillment thereof.

Sec. 7 Data Protection

(1) If the client transfers the personal data of its staff members and/or of authorized COPRA users to CinePostproduction, the client shall warrant that it is entitled to do so according to any relevant data protection regulations, shall assume responsibility in case of any infringement, and shall exempt CinePostproduction from any claims of third parties. To the extent that such data is personal in nature, the processing of such data constitutes a commissioned data processing within the meaning of Sec. 11 of the German Data Protection Act and CinePostproduction shall follow the requirements of applicable law for the processing of data under such an order and shall also follow the instructions of the client (including without limitation any requirements concerning purging and blocking obligations). Such instructions from the client must be submitted in written form and in due time.

(2) CinePostproduction shall only gather and use data related to the client to the extent necessary for executing this contract and, in so doing, shall observe the relevant data protection regulations. The client agrees that such data will be gathered and used to the extent described herein.

Sec. 8 Warranty Concerning Defects

(1) CinePostproduction undertakes to remedy defects of the delivered “COPRA server software” including defects in the Documentation.

(2) The remedy of defects is carried out, at CinePostproduction’s discretion, either by improvement or replacement.

(3) The client shall not be entitled to terminate the contract pursuant to Sec. 543 ss. 2 no. 1 of the German Civil Code on the grounds of a refusal to grant a right to use the software, unless CinePostproduction has been given sufficient time and opportunity to remedy the defect and such remedy has failed. Failure of remedy shall be assumed only if the remedy is impossible to perform, if CinePostproduction refuses to perform or unacceptably defers to perform such remedy, if there is reasonable doubt as to the success of the performance of such remedy or if the remedy is unacceptable to the client for any other reason.

(4) The warranty for any defects is excluded in cases where the client has modified or let a third party modify the “COPRA server software” without consent of CinePostproduction, unless the client is able to prove that the modifications have no consequences for analysis and remedy of the defect. The client’s rights remain untouched in spite of the defects if the client was entitled to make the modifications, particularly if said modifications were undertaken in connection with its right to self-remedy pursuant to Sec. 536a ss. 2 of the German Civil Code, and the modifications have been carried out professionally and documented comprehensibly.

Sec. 9 Liability

CinePostproduction excludes strict liability pursuant to Sec. 536 a ss. 1, 1st Alternative of the German Civil Code for defects of the “COPRA server software” which may exist at the time of the execution of this contract.

(2) CinePostproduction shall only be liable for damage - independent of the legal basis – if it has breached a material tenant of or obligation under this contract (a “cardinal duty”) in a culpable manner which endangers the contract’s object, or if said breach is attributable to gross negligence or willful conduct. This limitation of liability shall also apply if an agent of CinePostproduction is responsible for such damages.

(3) If such breach of an obligation fundamental to this contract (a “cardinal duty”) is not attributable to gross negligence or willful conduct, CinePostproduction’s liability shall be limited to standard damages or to the extent of damage that could be reasonably foreseen at the time of contract.

Sec. 10 Duration and termination of this contract

(1) This contract, and the duration of this contract, shall commence upon the execution of this contract and shall terminate after the period agreed upon, or if stipulated otherwise, by proper notice of termination.

(2) The right to terminate for cause remains untouched. For CinePostproduction, cause shall be deemed present in particular if the client uses the “COPRA server software” in excess of the limitations as stated under Sec. 3.

(3) Upon termination of this contract, the client shall delete the “COPRA server software” and Documentation.

(4) Any use of the “COPRA server software” after termination of this contract is disallowed and prohibited.

Sec. 11 Closing Provisions

(1) Any amendment to this contract must be made in written form. This shall also apply to the requirement of written form itself. The written form requirement, for the purposes of this section, will not be fulfilled by an e-mail.

(2) This contract is construed under and governed by German law.

(3) The exclusive place of venue for all disputes arising from this contractual relationship shall be Munich, Germany. CinePostproduction shall, however, remain entitled to file suit in the jurisdiction of the client or to institute other court proceedings.

(4) Invalidity or legal ineffectiveness of one provision of this contract will not touch this contract’s validity as a whole. Any provision deemed invalid by a competent court or legal authority shall be replaced by a similar provision which, as nearly as possible, meets the economic and legal purposes of invalid provision.