Terms for Content

Preamble

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ShowHeroes Video-Player-Widgets unterstützen zudem verschiedene Consent-Management-Plattformen (CMPs) zum Schutz der Privacy-Wünsche eines jeden Nutzers in Bezug auf angeschlossene Werbepartner. Siehe hierzu

TERMS & CONDITIONS FOR CONTENT OWNERS

1. Scope

1.1. These terms and conditions (“Terms and Conditions”) of ShowHeroes GmbH (“ShowHeroes”) govern the contractual relationship between ShowHeroes and the content owner (“Content Owner”) (together named as the “Parties”) in connection with the Content Owner’s use of ShowHeroes’ Video Library (“LIBRARY”).

1.2. These Terms and Conditions apply exclusively to the agreement between ShowHeroes and the Content Owner (the “Agreement”). Terms and conditions of the Content Owner that conflict with or deviate from these Terms and Conditions shall not apply.

1.3. The Agreement sets forth the terms and conditions under which the Content Owner shall have the right to use the LIBRARY and to offer its titles during the Term of the Agreement as further specified in Section 3.

1.4. The LIBRARY is directed at entrepreneurs within the meaning of Paragraph 14 of the German Civil Code (Burgerliches Gesetzbuch - BGB). By agreeing to these Terms and Conditions, the Content Owner confirms (i) to be at least 18 years old when registering on the ShowHeroes platform currently available under https://video-library.showheroes.com, and (ii) to be an entrepreneur or to act in the name of and on behalf of an entrepreneur and that such entity has duly authorized it to conclude this Agreement.

2. Conclusion of the Agreement; Amendments

2.1. After registration on the LIBRARY, the Content Owner will receive the request to verify its email address. After the email verification, the Content Owner may receive confirmation from ShowHeroes that the Content Owner’s registration has been received and will be reviewed by ShowHeroes. Content Owner must provide complete and accurate registration information to ShowHeroes and keep them up to date during this Term of agreement. If Partner is a business, government, or non-profit entity, the person whose email address is associated with the account must have the authority to bind the entity to this Agreement.

2.2. The Agreement will only be concluded upon express acceptance of the Content Owner’s application by ShowHeroes. ShowHeroes is not obliged to enter into an agreement with the Content Owner.

2.3. ShowHeroes reserves the right to amend these Terms and Conditions at any time, for example, in order to extend the range of its services or to react to changes of laws. The Content Owner will be informed of any amendment to these Terms and Conditions in text form (i.e. Email). If the Content Owner does not object to an amendment in text form (Para. 126 b BGB) within a period of four (4) weeks after receiving the information, the respective amendments shall be deemed accepted. ShowHeroes will inform the Content Owner of the consequences in the event that Content Owner does not accept the amended Terms and Conditions within the period stipulated in the notification of the respective amendment. In the event that Content Owner objects the amendments, (i) the version of the Terms and Conditions in effect up to that time will remain in force and effect, and (ii) ShowHeroes shall have the right to terminate the Agreement for good cause in accordance with Section 5.2.

3. Purpose of the Agreement

ShowHeroes operates the LIBRARY for the purpose of providing and marketing audio-visual content to third parties. On the LIBRARY, ShowHeroes gives the Content Owner the opportunity to offer its own audio-visual titles and/or titles licensed from third parties uploaded in the respective language version by Content Owner on the LIBRARY or playlists on the LIBRARY curated by Content Owners or editors authorized by ShowHeroes (jointly referred to as “Curated Playlists”) (both jointly referred to as “Programs”) to external publishers, that may or may not have been technically integrated (“Publishers”). The Content Owner hereby grants ShowHeroes non-exclusive Rights in and to the Programs for the purpose of its distribution and marketing through Publishers, ShowHeroes itself as well as all Publishers, which may (i) select the Programs, and (ii) embed the selected Programs in their digital offerings for the purpose of making the Programs available on all devices that are suitable for the reception of multimedia content to the public (e.g. through an embed player or another interface of ShowHeroes) with unlimited availability, unless it is expressly limited according to information delivered in the meta data by Content Owner.

4. Grant of Rights

With the acceptance of these Terms and Conditions ShowHeroes is granted the following non-exclusive Rights in and to all Programs and the accompanying materials for their exploitation according to these Terms and Conditions and the individual information delivered in the meta data by Content Owner:

4.1. Free Video-On-Demand (“FVOD”) and Advertiser-supported Video-On-Demand (“AVOD“) rights, i.e. the right to make the Programs as a whole or in parts available to users, in such a way that members of the public may access them from a place and at a time individually chosen by them via analogue, digital or other data transfer technology including all bandwidths and resolution standards (e.g. low-, standard-, high-definition etc.), irrespective of the method of compression and/or data rate, encrypted or unencrypted, with or without commercial support by display of advertising, with or without (intermediate) data storage, in a way those users may select the Programs without payment of a fee for delivery via wire, satellite, cable (e.g. data lines, telephone lines, coaxial, fibre optic networks and/or dual or multiple wire systems such as DSL, VDSL etc.) and terrestrial transmitters or other transfer methods (including all frequency ranges and all transmission standards, e.g. UHF, VHF, GPRS, UMTS, LTE, HSDPA, WIMAX, WLAN etc.) via telecommunication-, TCP/IP- based and/or other systems, using e.g. a television set, computer or other mobile or non-mobile (receiving) equipment.

4.2. Advertising Rights

The right to advertise and promote the Programs and its exploitation in ways customary in the trade through all media (e.g. radio, television, cinemas, videogames, outdoor advertising, worldwide communication networks expressly including the internet, printed matters, etc.) starting with the upload of each Program on the LIBRARY. Included is the right to use the Programs, also in combination with other works, in whole and/or part and/or extracts of their video and/or audio components in ways customary in the trade through all media for the purpose of advertising and promoting (e.g. prize draws, competitions, polls/votings, vouchers etc.) the Programs, their exploitation, ShowHeroes and/or the Licensed Service, as well as its goods and services. This also includes the right to create, reproduce and publish synopses and other short form printed matters related to the Programs as well as other printed promotional material in ways customary in the trade. Included is the right to use the likenesses, names, voices and biographies of all participants, video and/or sound components and other elements.

4.3. Adaptation Rights

The right, while safeguarding the author’s moral rights, to segment, rearrange, and to change the Programs and/or their video and/or audio components, combine the same with other works, show and hide subtitles, insert advertising or sponsorship material and/or other video or audio materials e.g. by interrupting the Programs (including split-screen advertising), and/or to adapt the Programs in any other way, especially to comply with the requirements of the respective Video on Demand service, and to exploit the adaptation in accordance with this Agreement.

4.4. Reproduction Rights

The right to store, archive, reproduce, and insert the Programs in databases and on carriers other than the original medium (e.g. video and audio carriers, data carriers, in analogue or digital form) and to further exploit the reproductions subject to the rights granted under this Agreement.

4.5. ShowHeroes shall be entitled, but not obliged, to exploit the rights granted under this Agreement and reserves the right to exclude particular Programs from the exploitation and to block or delete them on the LIBRARY at ShowHeroes own discretion.

5. Term of Agreement, License Period and Termination

5.1. The term of the agreement shall begin upon express acceptance of the Content Owner’s application by ShowHeroes. Unless agreed otherwise in a specific case, the Agreement shall have an indefinite term unless terminated in accordance with this agreement (“Term of the Agreement”).

5.2. Either Party may terminate the Agreement for convenience at any time upon four (4) weeks prior written notice to the end of the month. Either Party’s right to terminate the Agreement for good cause shall remain unaffected. Each Termination has to be in writing (text form shall be sufficient), ShowHeroes will block and delete the account after the Term of the Agreement has expired.

5.3. The license period for each Program shall commence with the respective upload on the LIBRARY by Content Owner or with the start date as indicated during the upload and shall in relation to all of the Programs, expire by the end of the Term of the Agreement, provided the Content Owner does not provide an earlier end of the Term in the meta data by uploading a respective Program or changes such Term in the meta data subsequently (“License Period”).

5.4. Buyers of a Program sold via the ShowHeroes marketplace will keep a perpetual regular license. However, the right of ShowHeroes to sell a Program via the marketplace shall expire by the end of the Term of the Agreement.

5.5. In the event of the termination of the Agreement for any reason, the following shall apply: The final settlement of any outstanding Revenue Share shall take place in accordance with Section 9.5. Upon the end of the Term of the Agreement, the Programs will be taken offline automatically and Content Owner will not be able to access its account or any of its data anymore; however, the Content Owner shall be entitled for a period of up to 10 years following the termination of the Agreement to access, upon request, all data relevant for settlement purposes, ShowHeroes will store data relevant for settlement purposes in accordance with applicable laws and regulations.

6. License Territory

The License Territory shall be worldwide to the extent that the License Territory is not limited expressly according to the information delivered in the meta data by Content Owner with the upload of the Content or amended subsequently (“License Territory”).

7. Materials

7.1. The Content Owner shall provide all materials of each Program and information required for the contractual exploitation by uploading the Programs on the LIBRARY free of charge to the extent set out, and in compliance with the technical standards stated.

7.2. The Content Owner shall be obliged to provide ShowHeroes with information with respect to any music content contained in the Programs by delivering respective meta data by the start of the License Period at the latest. In the event the Programs are defined as music videos, the Content Owner shall always, in all other cases on request, be obliged to deliver complete music cue sheets indicating the titles of the musical compositions and sound recordings, the name of composers and recording artists, the length of each musical composition, name and address of the publisher and company which controls the sound recording rights (label) contained in each Program.

7.3. The Content Owner shall be obliged to keep the respective meta data always at a current state.

8. Payment of Revenues, Remuneration of Content Owner

8.1. As compensation for the rights granted in this Agreement the parties agree that the Content Owner shall be entitled to receive a revenue share of 30 % of Total Net Revenues from the advertising that ShowHeroes or an authorized agent, agency, online marketer etc. (“Sales House”) generate and receive from advertisements played out before, after and/or during the Content Owner’s Programs.

8.2. The Content Owner may also offer its Programs on the ShowHeroes marketplace. In such event Content Owner will receive 50% of the Total Net Revenue Share from the respective sales revenues ShowHeroes generates with Programs licensed by the Content Owner. The Content Owner is aware and agrees that in such cases a buyer will keep a simple license of any content licensed via the market place without expiration date.

8.3. For the purpose of Section 8. , “Total Net Revenue” means

- all videos licensing and

- all advertising revenues generated from video ad inventory played off

after taxes, rebates, (bundling-) discounts, allowances, marketing fees, publisher share, potential arising bad debt losses, 20% SSP fees (for programmatic media deals), agency fees as well as technical costs for

delivery and storage of the Programs (10% for programmatic deals and licensing, 20% for direct media deals), fees paid or payable for the exploitation of music incorporated in the Programs with regard to the exploitation of FVOD/AVOD rights actually received and retained by ShowHeroes from the exploitation of the rights granted in this Agreement respectively for the editing of curated playlists.

8.4. The Content Owner shall only be entitled to its remuneration if ShowHeroes has fully received remuneration from the respective customer and/or Sales House. Payment is deemed to have been received at such time as ShowHeroes is able to freely dispose of the amount paid (credit).

8.5. In the event ShowHeroes receives any revenues in the relevant accounting period from VOD exploitation of the Programs and the related marketing of the respective rights licensed in this Agreement, ShowHeroes will provide Content Owner with an accounting statement within the agreed accounting deadline. Unless provided otherwise, the accounting statement shall be provided within sixty (60) days after the end of each month.

8.6. Any amounts owing to Content Owner shall be due ninety (90) days after the end of each invoiceable month and all payments shall be authorized by invoice-requests based on respective financial reporting. The Content Owner agrees to an accounting of the remuneration by ways of invoice-request procedure.

8.7. The Content Owner is obliged to immediately check the validity of the invoice-request document upon receipt and informs ShowHeroes in writing about any changes. Content Owner is further obliged to inform ShowHeroes immediately in writing about any changes in its tax registration number, VAT-ID-Number or similar respectively name and address, in the event of failure to immediately inform ShowHeroes about such changes, the Content Owner must reimburse ShowHeroes for any taxes, interest payments due and related costs incurred by ShowHeroes. After ShowHeroes receives the advertising revenues from the advertising customer and/or the Sales House, ShowHeroes will calculate the full amount of the commission in accordance with Section 9. and then pay out the relevant amount.

8.8. It shall be agreed between the parties that payment of revenues shall only be payable if the Net Receipts Share exceeds an amount of EUR 500,-. In the event that such amount is not reached, ShowHeroes may withhold the payment until such month in which the amount of EUR 500,- has been reached. Payments which have not been paid at the end of each calendar year or at the end of theTerm of the Agreement according to Section 5 shall be transferred to the Content Owner at the end of each calendar year or end of the Term of the Agreement even if the amount totals less than EUR 500, -. However, in the event the remaining remuneration to be accounted and transferred at the end of the calendar year or the end of the Term of the Agreement does not exceed EUR 30,-, a payment by credit note shall not be authorized and ShowHeroes may be allowed to retain such amount to cover administrative expenses.

9. Price structure of ShowHeroes

The Content Owner delivers its Programs automatically via the existing ShowHeroes delivery processes. The set-up of ShowHeroes’ standard technical interface (“Interface”) will be free of charge for the Content Owner. Potentially arising costs for the initial incorporation of Content Owner to the LIBRARY shall be borne by each party.

10. Conditions of Payment and Taxes

10.1.All prices quoted are net prices expressed in Euros and subject to the legally applicable value-added tax at the rate in effect as of the time of provision of the contractual services. If and to the extent Value Added Tax or similar tax of the country where the Content Owner has its place of business or management is due on the services under this agreement, the Content Owner will (i) declare and pay such Value Added Tax or similar tax on its own and (ii) if and to the extent the Content Owner does not comply with its obligation under (i), will indemnify and hold ShowHeroes harmless from and against any Value Added Tax or similar tax (including for the avoidance of doubt any fines, penalties, interests or other additions thereto). Value Added Tax and similar tax in this regard means any tax imposed either locally or nationally on the sale of goods and/or the provision of services irrespective of its description.

10.2. If the country in which the Content Owner has its principal place of business or management imposes a tax or charge due to the rights granted in Section 4, 14 and 15 or any other provision in the Terms and Conditions, the Content Owner will indemnify ShowHeroes against such tax.

10.3. Content Owner acknowledges that the remittance of any compensation resulting from this Agreement is subject to taxation in compliance with the statutory regulations of the Federal Republic of Germany, ShowHeroes is therefore obliged to withhold the taxes as provided by law from the compensation (and, for the avoidance of doubt, entitled to deduct the amount of such taxes from the payments to the Content Owner) and to pay the said taxes to the competent tax authorities. The amount of the said withholding tax is to be determined by the pertinent fiscal laws.

11. Access Authorization and Passwords

11.1. The Content Owner agrees to treat the access data and passwords required to access the ShowHeroes platform confidentially and will inform ShowHeroes without undue delay in written form of any unauthorized access to and/or use of its login credentials.

11.2. The Content Owner shall be fully responsible for all acts carried out by any third party using its access data and/or passwords on its behalf.

11.3. The Content Owner will refrain from any acts or measures that could impair or jeopardize the functionality, operation or security of the LIBRARY or the information processed and stored on the ShowHeroes platform.

11.4. If the Content Owner breaches any of the above duties and/or obligations, ShowHeroes shall be entitled to suspend or delete the Content Owner’s account after reasonable consideration of the Content Owner’s legitimate interests. In such case, ShowHeroes will suspend the Content Owner’s access authorization and notify the Content Owner.

The Content Owner shall inform ShowHeroes without delay if a third party asserts any rights and claims in respect of Programs, in particular but not limited to any alleged or actual breaches of copyright or violations of rights of personality. In such a case, the Content Owner ensures that the respective program is not available anymore (new upload, deletion, adjustment of metadata etc.) without undue delay.

13. Commercialisation/Range of coverage

13.1. ShowHeroes shall be entitled to market the Programs especially by including advertisements before, in and/or after each of the Programs. The right granted for the marketing of the Programs by ShowHeroes and its Publishers extends to all measures required for marketing, i.e. the acquisition and support of clients, the acceptance, approval and invoicing of orders, the takeover of all marketing measures required for substantial advertising marketing as well as the implementation of suitable sales promotions. ShowHeroes may market the Programs in its sole discretion and is not committed to any advertising success, ShowHeroes is entitled to mandate Sales Houses with the marketing of the Programs.

13.2. ShowHeroes shall be allowed to mark the player of ShowHeroes with a logo or any another written and/or graphic branding.

13.3. The coverage of the embed player and the number of clicks of each Program (i.e. video views, residence time of users, marketable coverage etc.) will be attributed to ShowHeroes and its Publishers.

14. Sublicensing/ Assignment

ShowHeroes shall be entitled to grant, assign and/or transfer the rights acquired under this Agreement, in whole or in part, to third parties.

15. Product Placement

The Content Owner acknowledges that media service providers (hereunder called Publishers) are obliged to inform viewers about Product Placements included in Programs if the Program was produced on or after 19 December 2009, due to the German Broadcast Services State Treaty (Rundfunkstaatsvertrag, RStV). Product Placement means any form of audio-visual commercial communication, consisting of the visible inclusion of, or reference to, a product, service, or the trademark thereof, so that it is featured within a Program, in return for payment or for other similar consideration for trade promotion purposes. The free-of-charge provision of goods or services, such as Program props, is considered Product Placement if the goods or services involved are of significant value. Currently, the relevant limit for the determination of one provider’s goods/services is 1 per cent of the Program’s costs, where the minimum value of such goods and/or services is EUR 1,000.00 (one thousand Euros). For Programs produced on or after 19 December 2009, Content Owner shall thus notify ShowHeroes about actually included Product Placements by providing complete and accurate meta data during the upload of the Program to the LIBRARY which are also transferable to third parties. Content Owner shall provide ShowHeroes with a comprehensive list of all actually implemented Product Placements on request whereas the respective value, even if the value is below the significant value is specified. Absence of such a notification shall constitute a statement that the respective Program does not contain any Product Placements.

16. Warranties/lnfringements of Rights

16.1. ShowHeroes does not warrant that access to the LIBRARY or the Programs will be uninterrupted and/or of a certain quality, ShowHeroes does not warrant that the LIBRARY will be provided without interruption and/or errors or that the Programs will be available for a certain period of time.

16.2. The Content Owner represents and warrants that it has acquired any and all rights from authors, proprietors of neighboring copyrights and other proprietors necessary for the exploitation of the Programs by ShowHeroes within the scope of this Agreement. Upon ShowHeroes’ request, Content Owner shall provide full documentation, evidencing that Content Owner is the legitimate right holder of the rights granted hereunder to ShowHeroes. Notwithstanding the warranty mentioned above, any and all rights to be compensated to local copyright collecting societies in respect of music performance and reproduction rights (excluding any film/music synchronisation rights which shall be subject to the Content Owner’s warranty) in the License Territory shall be paid by ShowHeroes.

16.3. The Content Owner represents and warrants that the materials to be provided pursuant to Paragraph 7.1 shall be of such quality that they may be utilised for all modes of exploitation pursuant to this Agreement, and that they do not contain any malware (i.e. viruses, Trojans). The Content Owner represents and warrants that all information apart from the requirements stated pursuant to Paragraph 7.1 and 7.2 will be delivered at all times by uploading complete and accurate meta data as required parallel to the initial upload of the Programs on the LIBRARY respectively promptly in the event of a request of ShowHeroes. Content Owner represents and warrants that the meta data to be provided together with the materials pursuant to Paragraph 7.2 will be permanently updated and on an up-to-date status.

16.4. The Content Owner represents and warrants that, with regard to the exploitation rights granted to ShowHeroes, there are no agreements, nor unilateral claims or demands, that might affect ShowHeroes’ right for the said exploitation of rights.

16.5. The Content Owner represents and warrants that its chain of title does not feature any resolutory condition(s) regarding the rights granted hereunder that could result in Content Owner losing its rights in and to the Program(s) without Content Owner’s default.

16.6. The Content Owner represents and warrants that the Programs are not classified as inappropriate for minors by the Federal Youth Protection Authority in Germany (Bundesprufstelle fur jugendgefahrdende Medien, BPjM). Upon request, the Content Owner shall provide ShowHeroes with copies of the decisions of “Freiwillige Selbstkontrolle der Filmwirtschaft GmbH” (FSK), “Freiwillige Selbstkontrolle Fernsehen e.V.” (FSF), BPJM and/or similar institutions with regard to the Programs including the documents related thereto. If any Program is, or will be classified as such, or Content Owner does not provide the documents stated above, ShowHeroes may terminate this Agreement with regard to the corresponding Program or, in cases of further breaches, terminate the entire Agreement.

16.7. In the event that the rights transferred under the present Agreement are impaired by third parties, the Content Owner agrees to take every appropriate measure to enforce its rights against such third parties and to notify ShowHeroes thereof as soon as such impairments are brought to the Content Owner’s attention, ShowHeroes shall also be entitled to take appropriate action itself to oppose such impairments. Content Owner shall be obliged to fully and unrestrictedly support ShowHeroes in the defense of ShowHeroes’ rights. The Content Owner shall reimburse ShowHeroes as well as the respective Publisher for any expenses and costs (including attorneys’ fees) incurred in connection with the defense of the transferred rights.

16.8. If an initial defect appears during the License Period, or a subsequent defect occurs, or a Program in ShowHeroes’ reasonable opinion is not exploitable in whole or in part or is there a lack of completeness or accuracy of the uploaded meta data, ShowHeroes may, notwithstanding all and any other rights or claims that ShowHeroes might have, delete the corresponding Program on the LIBRARY or, in case of recurrence, block the account of the Content Owner temporarily or deactivate the account permanently or, respectively, delete the whole account and terminate the entire Agreement for good cause.

16.9. Content Owner shall at all times indemnify and hold harmless ShowHeroes and all Publishers from and against any and all actions, proceedings, claims, liabilities including taxes and costs, damages, costs, expenses, fees (including court and reasonable outside attorneys’ fees) and losses arising out of a breach or alleged breach of the Content Owner’s warranties, representations, obligations or undertakings under this Agreement or arising out of the fact that ShowHeroes exploitation of the rights granted is, or will become in any way impaired, unreasonable or impossible.

16.10. Content Owner represents and warrants that all copyright and ancillary copyright owners involved in the creation of the Program, at any level whatsoever, have adequately participated in the receipts and benefits deriving from the exploitation of the Program as defined in paragraphs 32 and 32a of the German Copyright Code. Should copyright and ancillary copyright owners raise any claims against ShowHeroes or its successors in title, the Content Owner shall hold ShowHeroes harmless on first request. The parties agree that this indemnity is an equitable allocation of risk and has been taken into consideration within the calculation of ShowHeroes Fee payable hereunder.

17. Liability of ShowHeroes

17.1. ShowHeroes shall be fully liable under or in connection with this Agreement in case of intent and gross negligence.

17.2. In case of slight or ordinary negligence, ShowHeroes shall only be liable in case of a violation of significant contractual obligations or the violation of a guarantee. Significant contractual obligations, so-called material contractual obligations within the meaning of case law, are obligations that enable the proper fulfilment of the contract and those upon the fulfilment of which the Content Owner can rely. The liability to pay damages in case of infringement of significant contractual obligations shall be limited as follows: (i) ShowHeroes’ liability shall be limited to foreseeable damage in each case, (ii) ShowHeroes shall not be liable for lost profits or indirect or consequential damage, (iii) ShowHeroes’ total liability shall be limited to the amount of Commission payable under the Agreement to the Content Owner, which was actually paid out to it during the 12 months preceding the damage event.

17.3. ShowHeroes shall not be liable for

- any loss of data,

- interrupted transmission of data, or

- related problems due to technical outages beyond its control (e.g. disruptions of the transmission lines of telecommunication providers or of the internet).

17.4. The above limitations of liability do not apply to a liability for injuries of life, body, and health or in the event of the acceptance of a guarantee by ShowHeroes. The liability of ShowHeroes according to the German Product Liability Act and pursuant to the scope of applications of Section 44a Telecommunications Act (TKG) shall not be affected.

17.5. The above limitations or exclusions of liability also apply in terms of the liability of employees, workers, staff members, representatives, and vicarious agents of ShowHeroes, in particular for the benefit of shareholders, staff members, representatives, organs in terms of their personal liability.

17.6. The above regulations do not constitute a modification of the burden of proof to the detriment of the Content Owner.

18. Confidentiality

The parties shall keep all Confidential Information secret and confidential during the Term of the Agreement and thereafter. Confidential Information shall mean all terms and conditions of this Agreement and information related to the disclosing party (i) which emerges during and prior to the cooperation in accordance with this Agreement, (ii) and which is not in or does not enter the public domain and/or was not already in the receiving party’s knowledge. Third parties to whom such Confidential Information may be disclosed are (i) employees of affiliated companies of ShowHeroes, (ii) companies in which ShowHeroes has a direct or indirect interest and any of their employees, (iii) certified public accountants, lawyers and/or other professional advisors, (iv) prospective buyers or investors, provided that (i) these persons or entities have been obliged by the disclosing party to keep all information secret and confidential and (ii) the party that discloses information under this paragraph remains responsible for the acts and omissions of any such person or entity as though they were the acts and omissions of the disclosing party itself. Confidential Information can be disclosed without limitation (i) to the extent necessary to comply with applicable laws, the rules of any stock exchange on which the shares of that party or its parent company may be listed, or a valid order of a court of competent jurisdiction or an arbitration tribunal or another competent authority, (ii) in order to exercise or to enforce any of its rights pursuant to this Agreement and/or (iii) if it is information relevant to the Content Owner’s accounting obligations to its licensors. Disclosure of the entire Agreement or any press release in relation thereto shall be subject to the prior written approval of ShowHeroes (e-mail shall suffice).

Any confidentiality agreement separately concluded between the parties shall continue to apply. The confidentiality obligation contained in this Section 19. shall survive the termination of this Agreement.

19. Data Protection

19.1. Each party agrees to comply with applicable data protection legislation.

19.2. If, and to the extent that, ShowHeroes (i) is obliged to collect, process or use personal data on behalf the Content Owner for the purposes of the performance of this Agreement, or (ii) has access to personal data of the Content Owner - for example, via remote access to systems of the Content Owner, the parties will enter into an agreement governing the collection, processing and use of personal data pursuant to any applicable data protection laws and regulations (in particular Para. 11 of the Federal Data Protection Act, and/or any follow up legislation in accordance with the General Data Protection Regulation of the European Union). The draft of any such data protection agreement will be provided by ShowHeroes.

20. Compliance

20.1.Neither the Content Owner nor its employees and/or agents may commit any acts that could result in it or them being liable to prosecution for fraud or breach of a fiduciary duty, criminal insolvency, unfair competition offenses, bribery, corruption or similar offenses.

20.2. In the event of any breach of this provision, ShowHeroes may sever all business contacts with the Content Owner, and immediately terminate or rescind all agreements that are in place. This will not release the Content Owner from its duty to comply with all laws and regulations pertaining to its relationship with ShowHeroes.

21. Reference

ShowHeroes may use the Content Owner’s company name and logo as a reference (in particular for marketing purposes on websites and in product presentations).

22. Bankruptcy: Composition and Ancillary Proceedings

22.1. The Content Owner represents and warrants that with regard to the rights granted under this Agreement there are no extraordinary termination, withdrawal and/or other contractual rights which may cause said rights to expire or to be transferred to third parties in the event of a bankruptcy petition being filed or composition proceedings instituted with regard to the Content Owner’s estate or if Content Owner becomes insolvent or is in default of its payments or other resolutory conditions for the own acquisitions of title come into effect.

22.2. In the event of a bankruptcy petition being filed, or bankruptcy proceedings being instituted, or a petition for instituting legal composition proceedings being filed, or composition proceedings being instituted with regard to Content Owner’s estate, the rights transferred to ShowHeroes shall not be affected in any way, subject to applicable law.

23. Choice of Law and Jurisdiction

23.1. This Agreement shall be interpreted and construed in accordance with the laws of the Federal Republic of Germany with the exclusion of the U.N. Convention on Contracts for the International Sale of Goods and the rules of private international law.

23.2. The exclusive place of jurisdiction for all legal disputes arising from or in connection with this Agreement shall be Berlin, Germany. Notwithstanding the foregoing, ShowHeroes reserves the right to take legal action at other legally competent courts. Arbitration proceedings have not been agreed.

24. Miscellaneous

24.1.Any communications by the Parties under or in connection with this Agreement shall be made in English or German.

24.2. The place of performance shall be the place where ShowHeroes has its registered office.

24.3. The Content Owner shall inform ShowHeroes of any changes in Content Owner’s corporate form, business address or similar without undue delay. If the Content Owner should fail to provide such information without undue delay, it shall be liable for any negative consequences and costs.

24.4. If individual provisions of the contract should be ineffective, the effectiveness of the remaining provisions of this Agreement shall remain unaffected. Instead of the ineffective provision, a replacement provision shall apply which resembles the purpose intended by the ineffective provision most closely. The same shall apply to contractual gaps.

24.5. This Agreement may not be modified or waived, in whole or in part, except in writing. The same shall apply for a waiver of the requirement of the written form.

NOTE: SHOWHEROES “TERMS AND CONDITIONS FOR PARTNERS” APPLY IN ADDITION TO THIS AGREEMENT.