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Terms of use

Manufacturers

1. Scope

  • The following terms of use of Cliplister GmbH shall have sole applicability for all concluded contracts.
  • Manufacturers as defined by these terms of use shall be the manufacturers of products and the producers video of content, with which Cliplister is associated.

2. Conflict with other terms and conditions

  • When the contracting partner has his own general terms and conditions, the contract shall be concluded even without an explicit agreement regarding the inclusion of general terms and conditions. If the partner’s terms and conditions correspond with those of Cliplister, they shall be deemed agreed upon.
  • Any conflicting individual regulations shall be replaced by the rules of optional law. The same shall apply to cases where the contracting partner's terms of use contain conditions not included in the present terms of use. If the present terms of use contain conditions not included in the contracting partner's terms and conditions, these present terms of use shall apply.

3. Cliplister services

  • Cliplister is a multimedia platform on which product manufacturers agree to upload and distribute their product marketing videos, thereby allowing third parties to view their content.
  • Cliplister is required by these terms of use to save the manufacturers’ video content, make it available to the public, allow Cliplister clients to download and to embed the videos in individual e-commerce websites for the purpose of enhancing online product presentations.

4. Right of use

  • The manufacturer states that he maintains complete licensing rights with organizations such as GEMA to all content he submits to Cliplister for distribution. He thereby guarantees Cliplister that no other third-party shall be opposed to content distribution through Cliplister.
  • The rights of use stated above may be applied for the distribution of manufacturers’ video content to other Cliplister clients. To this end, Cliplister has the irrevocable right for the contract duration to save the content, and when necessary, its copies, on its own server. Furthermore, Cliplister clients reserve the right to download the content on their own servers.
  • These rights of use are also applicable for Cliplister clients, for the purpose of adding content to their e-commerce websites.
  • Cliplister reserves the right to change the file format of the manufacturers’ content.
  • In the event of third-party content use, Cliplister will immediately alert the relevant manufacturers. Cliplister and the relevant manufacturers will address illegal third-party use together.
  • Should these third-party rights be enforced in any form that results in a financial detriment to Cliplister, the manufacturer shall compensate Cliplister in full. Compromises may be reached upon manufacturers’ agreement.

5. Contract duration

  • The contract duration is unlimited and may be terminated at any time until 4 weeks before the end of the current quarter.
  • The termination must be expressly written.
  • The contract may be terminated at any time for just reasons. A just reason is:
    • The contract partner violates these terms of use
    • Illegal use of Cliplister’s services
  • After contract termination, Cliplister will delete all content from the relevant manufacturer and never reuse it.

6. Miscellaneous

  • Changes to these terms of use must be expressly written.
  • If one term of use proves ineffective for an individual manufacturer, that term of use may be replaced with a more fitting one. If several terms of use prove ineffective for an individual manufacturer, a new set of terms of use will be created.
  • If the contracting partner is an entrepreneur, a public law entity or a special fund under public law, the place of jurisdiction for any legal disputes shall be Frankfurt am Main.
  • The legal relationship between the contracting parties shall be subject to German law to the exclusion of the UN Sales Convention.
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Online Retail Websites

1. Scope

  • The following terms of use of Cliplister GmbH shall have sole applicability for all concluded contracts.
  • Online retail websites, as defined by these terms of use, shall be the owners of e-commerce websites, with which Cliplister is associated.

2. Conflict with other terms and conditions

  • When the contracting partner also uses his own general terms and conditions, the contract shall be concluded even without an explicit agreement regarding the inclusion of general terms and conditions. If the partner’s terms and conditions correspond with those of Cliplister, they shall be deemed agreed upon.
  • Any conflicting individual regulations shall be replaced by the rules of optional law. The same shall apply to cases where the contracting partner's terms of use contain conditions not included in the present terms of use. If the present terms of use contain conditions not included in the contracting partner's terms and conditions, these present terms of use shall apply.

3. Cliplister services

  • Cliplister’s primary e-commerce service is to distribute original manufacturer video content through e-commerce websites. Video clips are saved on the Cliplister server and distributed through client retail websites.
  • The video content may be distributed in multiple languages. Requests for translated content must be expressly written.

4. Contract conclusion and offsetting

  • Merchandise contained in Internet sites, brochures or similar media shall merely be offers by the contracting partner. A declaration of acceptance by Cliplister GmbH is therefore required before the contract can be concluded.
  • The contract shall not come into being until a written confirmation or a delivery has been sent. The scope of the services to be rendered shall be determined by the confirmation alone, insofar that the confirmation’s content does not significantly deviate from the order and the contracting partner does not immediately object to it.
  • Offsetting against contractual claims of Cliplister GmbH shall be possible only if the claims to be offset are undisputed or recognized by declaratory judgment.

5. Prices and terms of payment

  • Prices are individual, denominated in Euros and do not include value-added tax. All prices are valid until a new price list is established, which shall be subject to various individual agreements.
  • All invoices from Cliplister must be paid within 14 days of receipt, with no deductions of cash discounts or comparable rebates. Checks shall be received only on account of performance, with the claim not being deemed liquidated until the equivalent cash value, free of any recourse claims, has been credited irrevocably to the recipient account.
  • If the period allowed for payment has been exceeded, Cliplister GmbH shall charge interest, commissions, handling fees and expenses at the usual bank rates. These shall be set higher or lower if Cliplister GmbH can prove greater loss or damage, or if the contracting partner can prove lesser loss or damage. This shall have no effect on the enforcement of further-reaching damages claims resulting from delay in performance.
  • Place of delivery and payment shall be Kiel.

6. Rendering of services, delivery

  • Cliplister shall comply as far as possible with the indicated delivery periods.
  • If Cliplister falls behind schedule with its services, the contracting partner must grant an appropriate grace period. If no delivery occurs during the grace period, the contracting partner may rescind the contract.
  • Partial deliveries and separate invoices for partial deliveries shall be allowed; the contracting partner may reject them only if it can be proven that his/her interest in the entire contract has lapsed as a result of the partial default or the partial delivery.
  • Force majeure shall entitle Cliplister to postpone operations for the duration of a hindrance, plus a subsequent start-up period. If the hindrance makes it impossible or substantially more difficult for Cliplister to fulfill the contract, Cliplister may rescind the contract wholly or partly. This shall also apply to impediments to performance such as labor disputes or operational breakdowns at Cliplister or its suppliers, delayed or non-delivery of essential raw materials or other materials, or unforeseeable shortfalls in its own deliveries, provided that Cliplister GmbH was not responsible for such impediments to performance. In such cases the contracting partner can demand, to the exclusion of all other claims, a declaration from Cliplister as to whether it will rescind the contract or delivery within a reasonable period. If Cliplister fails to declare itself, the contracting party can rescind the contract.

7. Contract terms

  • If no termination date is expressed, the contract validity is unlimited and subject to termination by either party within four weeks' notice to the end of a quarter.
  • The termination must be expressly written.
  • The contract can be terminated for just cause at any time. Just cause shall apply particularly in cases where
    • the contracting partner violates these terms of use;
    • Cliplister’s services are illegally utilized;
    • Cliplister’s services are no longer offered in the country where the contracting partner is located;
    • A manufacturer has terminated his contract with Cliplister. In this case, Cliplister shall be entitled to a partial contract termination regarding this content.
  • Upon termination, theonline retailer must delete the product videos that were delivered by Cliplister and may not use them again.

8. Warranty

  • Concluded contracts may have warranty claims subject to a period of one year.
  • Warranty claims against Cliplister shall initially by restricted to a dual-right to subsequent improvement. If the improvement proves ineffective, the contracting partner can demand a remuneration reduction or a contract cancellation.
  • If alterations are made that result in defect, any warranty shall be invalidated.
  • Faults which arise as a result of use contrary to the regulations shall be excluded from warranty of any kind.
  • Cliplister maintains that, exceptional situations can lead to temporary errors or malfunction, e.g. when product videos are requested with unusual frequency. Since this is outside Cliplister’s control, it shall not be classified as a case of warranty.
  • The contracting partner shall be obliged to correctly integrate links with the website’s products. The format used by Cliplister is Adobe Flash (flv format). Cliplister shall conduct a preliminary check and help with the link integration.
  • Warranty claims may not be assigned to third parties.

9. Duty to inspect and give notice of defect

  • The contracting partner shall inspect Cliplister’s service and provide written notification of any obvious defects within 14 working days of contract begin. Punctuality is measured based on the notification transmission date.
  • Insofar as the contracting party is an entrepreneur, defects which cannot be ascertained within the scope of the regular inspection described above must be indicated in writing no later than 14 working days after their discovery.
  • If the obligation to inspect and give notice of defect is violated, the service, together with the defect in question, shall be approved as in working order.

10. Liability

  • The liability of Cliplister and its legal representatives and vicarious bodies shall be restricted to intentional and gross negligence. Cliplister shall be liable to the contracting partner for five times the hire charge and for foreseeable damage.
  • Cliplister shall be liable for damage resulting from loss of life, bodily injury or damage to health, also on behalf of its legal representatives and senior employees, and with no restriction to intent and negligence.
  • Cliplister shall additionally be liable for slight negligence if an obligation vital for contract fulfillment is violated. If such a violation occurs, the liability limitation according to paragraph 1 of these liability provisions must be applied accordingly.
  • The limitations on liability specified in these provisions shall apply equally to any consequential harm caused by a defect.

11. Duties of the contracting partner, remuneration arrangements

  • The contracting partner shall be obliged to report video requests to Cliplister by indicating the relevant domains.
  • The remuneration shall be based on the number of video requests and calculated in a manner such that Cliplister receives a specified fee for each request. Further details shall be established in cooperation with the contracting partner via the order confirmation and/or contract.

12. Proprietorship

  • Cliplister guarantees that in order to fulfill this contract, it shall obtain licenses to use the video content from the copyright holders. These licenses obtained by Cliplister shall be transferred to the contracting partner merely for the purpose of presenting the products in the contractually bound e-commerce site for a limited period of time.
  • The limited circulation period shall ensue from the contract term that is specified by these terms of use, unless it is agreed upon individually.
  • Upon expiration of the granted licenses, the contracting partner shall be obliged to stop using the product videos and, insofar as they are still in his/her possession, to return them in their entirety to Cliplister. The contracting partner shall be forbidden from their further use.

13. Data protection

  • Cliplister maintains that any data relating to the contracting partner obtained in connection with this business relationship shall be processed, saved and analyzed in accordance with the Federal Data Protection Act (BDSG).

14. Miscellaneous

  • Any alterations or supplements to this contract must be expressly written. This also applies to any waiver of the written form requirement.
  • Should any provision of these terms of use or any other provision within the scope of other agreements be invalid, this shall not affect the validity of any of the remaining provisions or agreements. In the event of one or more terms of use being invalid, the contracting parties shall agree on a legally valid replacement provision that meets as closely as possible the commercial purpose of the invalid provision.
  • If the contracting partner is an entrepreneur, a public law entity or a special fund under public law, the place of jurisdiction for any legal disputes shall be Hamburg.
  • The legal relationship between the contracting parties shall be subject to German law to the exclusion of the UN Sales Convention.
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