General Terms and Conditions (T&C) of xtra audio GmbH

Note: This English version is provided for information purposes only. In case of any contradiction or conflict of interpretation between this translation and the German original, the German version (see section 1.4) shall be legally binding.

1. Scope and Subject Matter of the Contract

1.1 These General Terms and Conditions (hereinafter "T&C") apply to all contracts for the use of the software solutions of xtra audio GmbH (hereinafter "xtra audio"). All business relationships are subject to the law of the Federal Republic of Germany.

1.2 The offering is directed at both entrepreneurs (commercial customers pursuant to § 14 BGB) and consumers (pursuant to § 13 BGB). The project owner is the account holder who creates a project or has effectively assumed ownership; they are also the sole contractual partner of xtra audio for paid services. An account holder is any natural or legal person with a registered account on the platform — regardless of whether they are assigned to a project or not. Unless these T&C make a distinction, all provisions apply equally to account holders. The service provided by xtra audio (the provision of the playout software as a cloud-based application via the internet) constitutes a digital service within the meaning of § 327 para. 2 no. 3 BGB. Provisions of these T&C that refer to contracts for digital content or digital products shall be interpreted accordingly.

1.3 Important note: The scope of services exclusively comprises the provision of the playout software as a SaaS solution. Liability for availability, stability and security of streaming servers, CDN services or internet connections of the project owner expressly does not lie with xtra audio. Any outages in the "last mile" area or at the streaming provider are the sole responsibility of the project owner. The provision of streaming servers (server hosting for listener slots) and the actual transmission of data to end users are not part of this contract, unless expressly agreed otherwise in writing.

1.4 Prevalence of the German version: These T&C are drafted in German. If translations into other languages are provided, these serve exclusively for information purposes. In the event of contradictions or interpretation conflicts between the German version and a translation, the German version shall be legally binding.

2. Definitions

The following definitions apply within the framework of these T&C:

2.1 Account: An account is the individual user account of a natural or legal person on the platform. Natural persons can own exactly one account. Legal persons can, insofar as technically provided, create multiple accounts for different organizational units. The account serves both as an access account to the platform and as an identity within projects. All accounts are structurally equivalent; differences result exclusively from the role assigned to the account within a project.

2.2 Account holder: An account holder is any natural or legal person with a registered account on the platform — regardless of whether they are assigned to a project or not.

2.3 Project: A project is the central organizational and billing unit within the platform. Within a project, stations, the media library and other booked services are managed. A project is not a separate account, but a shared workspace to which multiple accounts with different roles can be assigned.

2.4 Platform: The platform refers to the entire software environment operated by xtra audio and accessible via the internet, consisting of the playout software, the media library, the account and project management system as well as all other integrated functions and interfaces (e.g. dashboard, API interfaces). The platform is the technical basis on which accounts are created, projects are managed and paid services are used. Third-party external services, in particular streaming providers, CDN services or AI providers, are not part of the platform, even if they can be connected or controlled via the platform.

2.5 Project owner: The project owner is the account holder who created the project or to whom ownership has been effectively transferred. The project owner is the sole contractual partner of xtra audio with regard to all paid services of the project and bears overall responsibility for the project and all persons acting within it (see section 6.5). There is exactly one project owner per project at any given time.

2.6 Project member: A project member is any account holder who has been granted access to a project by the project owner without ownership being transferred to them. Project members act within the framework of the permissions assigned to them within the project. Their rights and obligations under these T&C apply regardless of whether they themselves are contractual partners of paid services.

2.7 Station: An individual instance of the playout software within a project, used for the automation and planning of an audio signal.

2.8 Playout software: The cloud-based application provided by xtra audio as Software-as-a-Service (SaaS) for audio automation and broadcast planning.

2.9 Media library: The content management system available within a project, comprising both the cloud storage for files and the associated database for metadata and structural information.

2.10 Add-on: An add-on is an independent, optional extension (e.g. additional storage) that has its own term and its own right of termination. The term of an add-on is not bound to that of a station; it can be extended or terminated separately, unless otherwise agreed in the respective plan.

2.11 Content: All data uploaded or created by account holders, in particular audio files, metadata, broadcast schedules and graphics.

2.12 Streaming provider: External third-party providers that provide server capacity for the delivery of the audio signal to end listeners.

2.13 Plan: A plan refers to a service package provided by xtra audio with a defined scope of functions, usage limits and price. The specific scope of services of a plan results from the plan description valid on the platform at the time of booking.

2.14 Subscription: A subscription refers to the paid contract for the use of a station or add-on on the basis of a chosen plan that comes into being through the booking process. A subscription runs for the chosen billing period and is automatically extended unless terminated in due time (see section 9.1).

2.15 One-time service: A one-time service is a paid service that is booked and billed once, without an ongoing subscription being created.

3. Registration and Account Structure

3.1 Account registration: By registering an account, a free framework agreement for the use of the platform is concluded on the basis of these T&C. Registration requires that the account holder expressly confirms the validity of these T&C as part of the registration process. Without this confirmation, registration is not possible. Project members who reach the platform via an invitation confirm the validity of these T&C at the latest upon first login to the platform.

3.2 Correctness of account details: The account holder is obliged to provide complete and correct information upon registration and to keep it up to date during the entire term of the contract. Changes to relevant information — in particular the e-mail address, the billing address and, for commercial account holders, the company name and the VAT identification number — must be updated immediately via the account settings on the platform. The e-mail address stored in the account shall be deemed the authoritative address for all contractual communication, including invoices, reminders, terminations and other legally relevant declarations by xtra audio. Declarations sent to the stored e-mail address shall be deemed received, even if they do not reach the account holder as a result of a failure to update. xtra audio is not liable for disadvantages suffered by the account holder through the use of an outdated or incorrect e-mail address.

3.3 Project creation and conclusion of contracts for paid services: If an account holder creates a project, they automatically become the project owner of that project. An account holder can create multiple projects and is the project owner of each project they create. Each project is an independent entity with its own subscriptions, its own media library and its own billing relationship. A binding contract for paid services is only concluded upon completion of the booking process within the respective project and is concluded exclusively with the project owner.

3.4 Trial phase: New account holders are entitled to a free trial phase of 30 days after registration. During the trial phase, the available scope of functions generally corresponds to that of the chosen paid plan; however, xtra audio reserves the right to restrict individual functions during the trial phase. There is no claim to the full scope of functions of the chosen plan during the trial phase. The respective valid scope of functions of the trial phase results from the description published on the platform at the time of registration. The trial phase begins with the completion of registration and ends automatically after 30 days. The account holder is informed that the trial phase automatically converts into a paid subscription of the chosen plan after its expiry, unless terminated before expiry via the account management. Termination during the trial phase is possible at any time without giving reasons and free of charge. If no timely termination is made, the subscription is billed at the respective valid plan price for the chosen billing period. The account holder expressly confirms during registration that they have taken note of the automatic conversion into a paid subscription. This legal consequence is pointed out separately and prominently during the registration process. For consumers, the additional right of withdrawal pursuant to section 13 applies; the withdrawal period begins at the time of the automatic conversion into the paid subscription. xtra audio is entitled to discontinue or modify the offer of a trial phase for new registrations at any time without notice. Ongoing trial phases remain unaffected and are continued until their regular expiry.

3.5 Inactive projects: xtra audio is entitled to permanently delete projects for which no active paid subscriptions have existed for a period of at least 3 consecutive months (inactive projects). xtra audio will inform the project owner at least four weeks before the planned deletion by e-mail to the e-mail address stored in the account. The deletion is omitted if the project owner concludes a new paid subscription within this period. There is no claim to permanent provision of an inactive project.

3.6 Reference naming: xtra audio is entitled to name commercial project owners (in the case of companies using the company logo) as reference customers. The project owner may object to this use in text form within four weeks of conclusion of the contract. A later objection is possible at any time with effect for the future; in this case, xtra audio will remove the reference naming from the website and from digital advertising materials within a reasonable period. The obligation to remove does not apply to materials already produced and in circulation, in particular printed advertising materials, presentations or other physical media, where subsequent removal is technically not possible or economically unreasonable.

3.7 Invitation of project members: The project owner can invite further account holders as project members to their project within the framework of the chosen plan.

3.8 Applicability of the T&C to all account holders: These T&C apply to all account holders — regardless of whether they are project owners, project members or non-members of a project. Insofar as individual provisions expressly concern only the project owner (in particular payment obligations, termination and overarching responsibility), they are marked accordingly.

3.9 Change of ownership: The project owner is entitled to transfer ownership of a project to another account holder via the function provided for this purpose on the platform ("transfer"). The transfer becomes effective upon completion of the platform-side handover process, within which the new project owner must expressly confirm the assumption of all rights and obligations of the existing contract as well as the validity of these T&C.

3.10 Liability in the event of transfer: In the event of a transfer, the previous project owner is liable alongside the new project owner as joint and several debtor for:

all claims against xtra audio incurred up to the time of the transfer (e.g. outstanding invoices, default damages), as well as
claims of third parties (in particular claims due to infringements of copyright, trademark or personality rights) based on actions or content made or posted on the platform during their project ownership, regardless of whether these claims are only asserted after the time of the transfer.

Liability for third-party claims under the second bullet is limited to a period of three years after the time of the transfer, provided that xtra audio becomes aware or should have become aware of the claim-giving facts within this period. xtra audio is obliged to inform the previous project owner immediately as soon as a third party asserts a claim that could fall within their area of responsibility. Liability under this paragraph ceases if xtra audio expressly releases the previous project owner from liability in text form.

4. Scope of Services and Availability (SLA)

4.1 Functions: The specific scope of functions of the playout software results from the chosen plan and the add-ons booked at the time of ordering.

4.2 Availability target: xtra audio aims for an availability of the playout software of 99% on an annual average. If certain plans guarantee higher availability, these shall take precedence over the above provision. Measurement is carried out automatically by the internal monitoring system of xtra audio, which serves as the authoritative instance for determining availability. If the project owner credibly claims that the availability target may have been fallen short of in a certain period, xtra audio will, on request, provide an extract of the relevant monitoring statistics for the period in question.

4.3 Minor disturbances: Short interruptions of accessibility of up to 15 minutes each (e.g. for necessary service restarts, cache clearings or short-term network fluctuations) are not considered downtime within the meaning of the availability calculation, provided that the total sum of these interruptions does not exceed a period of four hours per calendar month.

4.4 Legal consequences of falling short: Should availability fall short of the stated target, the project owner is entitled to a statutory right of reduction. The reduction is limited to the proportion of the monthly fee corresponding to the period of actual unavailability (pro rata temporis). Further claims for damages or flat-rate compensation are — subject to the provisions in section 10 — excluded.

4.5 Assertion of claims: Claims for reduction must be asserted by the project owner in text form within 30 days of the end of the month in which the shortfall is alleged to have occurred. The project owner shall describe the period and the nature of the perceived disturbance as precisely as possible. To verify the claims, xtra audio compares the report with its own monitoring logs (pursuant to section 4.2).

4.6 Service changes and further development: As the playout software is continuously developed as a SaaS solution, xtra audio is entitled to change, extend or — in the presence of a valid reason — partially restrict the scope of functions of the software at any time. A valid reason exists in particular when the change is necessary to adapt to the state of the art, to optimize system security, due to changes in the legal framework conditions or to improve user experience.

4.7 Material changes: If a change leads to a material restriction of a main function used by account holders, xtra audio will inform the project owner in text form at least four weeks before the change takes effect. In this case, the project owner has a special right of termination regarding the affected station or add-on at the time the change takes effect.

4.8 APIs and third-party integrations: xtra audio reserves the right to adapt or discontinue interfaces (APIs) or integrations with third-party providers, in particular if the third-party provider changes or discontinues its service or technical compatibility can no longer be ensured without disproportionate effort.

4.9 Support: Type, scope and response times of customer support depend on the plan booked by the project owner and are defined in the respective plan description on the platform.

5. Rights of Use

5.1 Grant: xtra audio grants each account holder a simple right to use the playout software for its intended purpose via the internet during the term of the contract. If the project owner acts as an entrepreneur (§ 14 BGB), they are additionally entitled to sublet the use of a project within the framework of their own service offering to a commercial end customer and to invite project member accounts of the sublicensee to the project for this purpose. xtra audio does not provide separate reselling functions for this; the project in any case remains in the account of the project owner, who remains the sole contractual partner towards xtra audio and is liable for all actions of the sublicensee as for their own conduct. Further sublicensing by the sublicensee is excluded.

5.2 Restrictions: Any use beyond the intended use is prohibited. Each account holder is, in particular, prohibited from:

Decompiling the playout software, subjecting it to reverse engineering or otherwise making the source code accessible, unless this is mandatorily permitted by law.
Using automated systems (e.g. bots, crawlers or scrapers) to extract data from the platform or to control the user interface, unless written permission has been obtained from xtra audio. Excluded from this is the intended use of the API interfaces officially provided by xtra audio within the scope of their documented functions.
Circumventing, disabling or testing the effectiveness of the platform's security precautions (e.g. through vulnerability scanning or penetration testing) without prior written consent from xtra audio. Excluded from this is the responsible research and reporting of security vulnerabilities within the framework of the vulnerability disclosure policy provided by xtra audio. The abusive exploitation of security vulnerabilities is prohibited at any time and without exception, irrespective of this. xtra audio reserves the right to report corresponding violations without further notice.

6. Obligations of Account Holders, Copyright and Storage Limits

6.1 Responsibility: Each account holder bears responsibility for their own content and the lawfulness of their actions on the platform. If the project owner acts as an entrepreneur (§ 14 BGB), they are additionally liable to xtra audio on a no-fault basis for all actions and content of all project members assigned to the project as for their own conduct, regardless of whether the identity of the acting account holder can be determined. If the project owner acts as a consumer (§ 13 BGB), they are only liable for actions and content of the project members they invited to the extent that they knew of the legal violation or should have known of it by applying the due care required in business transactions (fault-based liability). Any further no-fault liability is excluded. This applies in particular to the legal admissibility of the entire broadcasting operation of the project. The project owner is obliged to inform all project members of the applicable terms of use prior to their invitation to the project and to ensure compliance with them.

6.2 Copyright & licenses: Each account holder is obliged to ensure that the use of their content is lawful. Insofar and to the extent that the use constitutes a public performance or distribution, the project owner is obliged to obtain the necessary licenses from the competent collecting societies (e.g. GEMA, GVL or international counterparts) at their own expense. The following applies with regard to indemnification from third-party claims:

If the project owner acts as an entrepreneur (commercial customer), they shall indemnify xtra audio from all third-party claims (in particular copyright, trademark or personality rights) based on unlawful use of the platform or the content by them or the project members assigned to them. This also includes the assumption of the reasonable costs of necessary legal defense.
If the project owner acts as a consumer, this indemnification obligation only exists insofar as they are responsible for the legal violation (intent or negligence). The obligation to reimburse legal defense costs is in this case limited to the necessary costs and the statutory fees (e.g. according to RVG).

6.3 Storage limits: If the project owner exceeds the currently applicable storage limit in the media library through termination of services or downgrades, they are obliged to adjust the storage level immediately by deleting their own content.

6.4 Backup obligation: xtra audio is not an archiving service. Each account holder is obliged to keep copies of their content on their own systems. xtra audio does not guarantee the recovery of lost content.

6.5 Attribution of conduct of project members: The project owner is liable for all actions and legal violations undertaken by the project members invited by them as for their own conduct. They must oblige all project members to comply with these T&C.

6.6 Prohibited uses: Each account holder undertakes not to use the platform for unlawful or abusive purposes. In particular, the following are prohibited:

The distribution of content that violates criminal laws (e.g. incitement to hatred, insult, glorification of violence or child pornographic content).
The uploading or distribution of malware (viruses, Trojans, ransomware) or other harmful code.
The sending of unsolicited advertising messages (spam) or the use of the infrastructure for phishing activities.
Activities aimed at overloading or disrupting the infrastructure (e.g. denial-of-service attacks).
The use of the provided storage (media library) for purposes not directly related to the operation of the broadcast automation (e.g. use as a general backup or file-hosting service for external third parties).

7. Notification of Legal Violations and Blocking (Takedown)

7.1 Compliance with the law and procedure: xtra audio respects the intellectual property of third parties and acts in accordance with the requirements of Regulation (EU) 2022/2065 (Digital Services Act – DSA) as well as applicable German copyright law. xtra audio is entitled to block access to content, individual stations or the entire project immediately if a report of an alleged legal violation is received that is sufficiently precise and substantiated. In addition, xtra audio applies procedural principles in accordance with the Digital Millennium Copyright Act (DMCA) for account holders with a US connection.

7.2 Notification procedure: xtra audio maintains an easily accessible notification and remedy procedure. Following a justified blocking, xtra audio will immediately inform the affected project owner of the blocking. The project owner has the right to submit a counter-statement within a reasonable period. After examining the arguments, xtra audio decides on the permanent deletion, the maintenance of the block or the release of the content.

7.3 Sanctions in case of abuse: xtra audio reserves the right to temporarily or permanently block accounts of account holders who repeatedly and obviously provide unlawful content or abusively use the notification procedure for unfounded notifications. If the affected account holder is at the same time project owner of one or more projects, the blocking shall in case of doubt also extend to the associated projects and thus to the access of all project members assigned to the project. xtra audio will take proportionality into account when deciding on the scope of the blocking and, where possible and reasonable, give preference to a measure limited to the affected account.

7.4 Exclusion of liability: xtra audio is not liable for operational failures caused by a justified blocking due to suspicion of legal violations.

7.5 Liability privilege as hosting provider: xtra audio is a provider of hosting services within the meaning of Art. 6 of Regulation (EU) 2022/2065 (Digital Services Act – DSA). xtra audio does not adopt as its own the content uploaded or created by account holders and does not exercise editorial control over it. xtra audio is not liable for unlawful content posted by account holders on the platform, provided that xtra audio has no actual knowledge of the obvious illegality of the content or, upon obtaining such knowledge, acts immediately to remove the content or to block access to it (Art. 6 para. 1 DSA). The liability privilege does not apply if xtra audio acts under the direction of a user who is subordinate to it or whom it supervises. It also ceases to apply as soon as xtra audio obtains knowledge of specific unlawful content through a sufficiently substantiated notification pursuant to section 7.1 and does not act immediately. This provision does not affect xtra audio's obligations under the DSA, in particular to establish and maintain a notification and remedy procedure pursuant to Art. 16 DSA.

8. Payment Terms and Billing

8.1 Plans: The remuneration depends on the chosen plan, the billing period (monthly or annually) and the chosen currency (e.g. EUR or USD). Payment is due in advance for the chosen term.

8.2 Prices and taxes: The prices shown are gross or net prices depending on the location and status of the project owner. The respective applicable tax is calculated and shown during the checkout process; if applicable, the reverse-charge procedure applies. The final amount to be paid including any taxes is shown transparently to the project owner before completion of the booking process. If the project owner selects a price currency that differs from the local currency (e.g. USD instead of EUR), the applicable tax is calculated on the basis of the selected currency amount. For conversion into the respective local currency for the purpose of tax declaration and remittance, xtra audio uses the exchange rate of the European Central Bank (ECB) at the time of invoicing. The tax and total amount shown at checkout in the local currency is to be understood as an approximate value due to exchange rate fluctuations; decisive for billing is the actual rate at the time of the transaction.

8.3 Invoicing: Invoices are provided exclusively in electronic form.

8.4 Default of payment: In the event of default of payment, xtra audio is entitled to automatically block access to the affected station or the entire project after a reminder period of at least 10 days without further individual notice. The project owner's obligation to pay remains unaffected.

8.5 Price adjustments: xtra audio is entitled to adjust the prices for plans.

8.6 Special right of termination: Price adjustments are announced to the project owner in text form at least six weeks before they come into effect. In the event of an increase (except for purely tax-related adjustments or adjustments based on mandatory state charges), the project owner has a special right of termination that can be exercised until the time the change comes into effect. xtra audio will expressly inform the project owner of this right and the consequences of not exercising the termination in the notification.

9. Term, Termination and Data Deletion

9.1 Extension: Subscriptions are automatically extended by the respective chosen billing period unless terminated before expiry via the project management.

9.2 Discontinuation of functions: Upon expiry of the contractual term of a station or an add-on, the active provision of the corresponding functions (in particular the broadcasting operation) ends. Access to the associated data is retained in a restricted management mode for the duration of the reactivation period (section 9.3).

9.3 Reactivation period and data export: After expiry of a service or falling short of a limit, the project owner has 7 days to restore the contractual state by re-booking a paid subscription or manually deleting content. During this period, xtra audio grants the project owner restricted access to the project, which serves exclusively the purpose of securing (exporting) or deleting their own content. Active use of the playout software beyond these administrative activities is excluded.

9.4 Final deletion: After expiry of this 7-day period, xtra audio is entitled and obliged to permanently and irrevocably delete all data associated with the terminated station or add-on as well as excess content of the media library. In order to restore the contractual state of the media library, the deletion of excess content is carried out automatically based on the age of the files (starting with the oldest uploads) until the currently applicable storage limit is complied with again. Upon completion of this deletion, a remaining inactive project is subject to the provisions of section 3.5.

9.5 Dependency of project members: Access of project members to the project is strictly linked to the status of the project. Upon termination, blocking or deletion of the project, all project-related rights of use of the associated accounts also automatically end.

10. Limitation of Liability

10.1 Scope: xtra audio is liable without limitation for intent, gross negligence as well as for injury to life, body or health.

10.2 Slight negligence: In the case of slight negligence, xtra audio is only liable for breach of a material contractual obligation (cardinal obligation). In this case, liability is limited to the damage typical and foreseeable for the contract.

10.3 Towards entrepreneurs (§ 14 BGB), the no-fault liability of xtra audio for defects that already existed at the time of conclusion of the contract is excluded insofar as these defects do not permanently or materially impair the contractual operation of the playout software. For material initial defects that xtra audio could have recognized by applying the due care required in business transactions, liability remains unaffected in accordance with section 10.1 and 10.2. Towards consumers (§ 13 BGB), the statutory liability for initial defects remains unaffected. Liability for fault remains unaffected in both cases.

10.4 Maximum liability limit: For ongoing fees, liability for slight negligence is limited per calendar year to the sum of the fees paid by the project owner in that calendar year.

10.5 Third-party providers: xtra audio is not liable for damages caused by the failure of third-party services (third-party APIs or the services of the project owner's streaming provider).

10.6 Loss of data: xtra audio is only liable for the loss of data in the case of slight negligence if the affected account holder has performed an adequate data backup (see section 6.4). Liability is limited to the recovery effort.

10.7 Liability for consequential damages, in particular for lost profits, downtime of broadcasting operations, damage to reputation or loss of advertising revenue, is excluded towards commercial project owners — subject to the provisions in section 10.1. Towards project owners who are consumers, this exclusion only applies to the slightly negligent breach of obligations that do not constitute material contractual obligations (cardinal obligations).

10.8 Force majeure: xtra audio is not liable for the impossibility or delay of performance insofar as this has been caused by force majeure or other events unforeseeable at the time of conclusion of the contract for which xtra audio is not responsible. Such events include, in particular, natural disasters, war, unrest, pandemics, strikes and serious disruptions of the technical infrastructure (e.g. large-scale power outages, failure of central internet nodes or targeted cyber attacks by third parties that could not be fended off despite compliance with the current state of the art).

10.9 Legal consequences of force majeure: In the event of such events, the performance deadlines are automatically extended by the duration of the impediment plus a reasonable start-up time. If such an impediment lasts longer than 30 days, each contracting party is entitled to withdraw from the affected part of the contract or to terminate it without notice. Fees already paid in advance for the period of the service failure after termination will be refunded on a pro-rata basis.

11. Data Protection

11.1 xtra audio processes personal data in accordance with the provisions of the GDPR and the German Federal Data Protection Act (BDSG).

11.2 For the use of the playout software, a data processing agreement (DPA) pursuant to Art. 28 GDPR is provided to the project owner within the platform upon request.

11.3 Functional and service communication: The contractual provision of the SaaS service also includes the transmission of technical and functional information. This includes in particular:

Onboarding & welcome e-mails: Information on initial setup after registration.
System notifications: Warnings about limit overruns, maintenance windows or security updates.
Product guiding (tips & tricks): Help and best-practice instructions for the efficient use of the existing functions of the playout software.

This information is sent to the e-mail address stored in the respective account and is necessary for the performance of the contract. These provisions apply in full to all account holders — regardless of project membership.

11.4 Marketing and newsletter: Further promotional information (e.g. offers for upgrades, partner events or general industry news) is only sent if the respective account holder has expressly consented to this (opt-in) or if the requirements for existing customer advertising pursuant to § 7 para. 3 UWG are met. Each account holder can object to this promotional use at any time (e.g. via unsubscribe link or profile settings). This choice (opt-in/opt-out) exists individually for each account. The project owner is not entitled to consent on behalf of project members to the promotional use of their personal data, unless there is a statutory permission.

11.5 Visibility within a project: Each project member is informed that project members with administrator rights, in particular the project owner, may, due to the system, have insight into certain activities and data of the assigned project members (e.g. log files about changes to broadcast schedules or uploads), provided this is necessary for the management of the project. In addition, xtra audio as operator of the platform has access to project-related data within the framework of its technical and legal responsibility, in particular insofar as this is necessary to ensure the operation of the platform, to fulfill statutory information or retention obligations or to investigate legal violations pursuant to section 7. xtra audio will limit this access to the necessary extent and exercise it in accordance with the provisions of section 11 and applicable data protection laws.

11.6 Duty of information of the project owner: The project owner undertakes to inform all persons they invite to their project in advance about the data processing by xtra audio as well as about the receipt of system communication pursuant to section 11.3.

12. Use of AI-based Functions

12.1 Functionality: If the chosen plan includes AI-supported functions, inputs (prompts) of the account holders as well as metadata from the content of the project (e.g. information from the media library or music archive) are automatically read out and processed for the provision of these services.

12.2 Data transfer to third countries: To provide these functions, xtra audio cooperates with external AI service providers. If this involves a transfer of personal data to third countries (in particular the USA), xtra audio ensures an adequate level of data protection through suitable guarantees pursuant to Art. 44 et seq. GDPR (in particular through the conclusion of standard contractual clauses of the EU Commission and, if necessary, additional supplementary protective measures).

12.3 Note on data processing by AI providers: Each account holder is aware that the providers of the AI models used (e.g. Google, Anthropic, OpenAI) may use the transmitted inputs (prompts) and metadata to improve their services and to train their models, insofar as this corresponds to the respective terms of use of these third-party providers. xtra audio has no direct influence on this data use by the third-party providers.

12.4 Personal responsibility of the account holder: It is the sole responsibility of each account holder to decide which content to use for AI-supported functions. xtra audio strongly recommends not to use any personal data as well as sensitive, confidential or unpublished content (e.g. exclusive music productions before the release date) for AI functions if the account holder wishes to exclude the use of this data for training of models by third-party providers.

13. Right of Withdrawal for Consumers

13.1 Right of withdrawal: If the project owner is a consumer (§ 13 BGB), they are entitled to a 14-day right of withdrawal in accordance with statutory provisions. The withdrawal instructions as well as the statutory model withdrawal form are transmitted to the project owner at the latest upon conclusion of the contract in the text of the confirmation e-mail. The confirmation e-mail is deemed a durable medium within the meaning of the law and enables the project owner to permanently store and archive the transmitted information.

13.2 The right of withdrawal expires in the case of a contract for the provision of a digital service (here: access to the playout software as a SaaS solution pursuant to § 327 para. 2 no. 3 BGB) if xtra audio has begun performance of the contract after the project owner, within the scope of the booking process:

has expressly consented that xtra audio begins performance of the contract before the expiry of the withdrawal period, and
has confirmed their knowledge that, through their consent, they lose their right of withdrawal upon commencement of performance of the contract.

13.3 Compensation: Insofar as the right of withdrawal has not expired pursuant to section 13.2 and the project owner withdraws from the contract after they have expressly requested that the service begin during the withdrawal period, the project owner shall pay xtra audio a reasonable amount. This corresponds to the proportion of the services already provided up to the time of withdrawal compared to the total scope of services provided for in the contract.

14. Final Provisions

14.1 Right to amend: xtra audio is entitled to amend these T&C with effect for the future, provided that this is necessary for valid reasons (e.g. changes in legislation, supreme court case law, technical developments or to close regulatory gaps) and does not unreasonably disadvantage the project owner.

14.2 Procedure for amendments towards entrepreneurs: If the project owner acts as an entrepreneur (§ 14 BGB), amendments to these T&C will be communicated to them in text form at least six weeks before their planned entry into force. The notification names the amended sections and describes the essential differences from the previous version in an understandable form. The amendments are deemed to have been accepted if the project owner does not object to them in text form within six weeks of receipt of the notification. xtra audio will expressly inform the project owner of this right of objection and the legal consequences of a failure to object in the notification. Excluded from the above principle of silence are amendments that

newly introduce exclusions or limitations of liability to the detriment of the project owner or materially tighten existing ones,
extend the contract term or automatic renewal periods to the detriment of the project owner, or
materially restrict main performance obligations of xtra audio.

Such amendments require the express consent of the project owner in text form and only take effect upon receipt of such consent by xtra audio. If the project owner refuses consent, the contract remains in force on the previous terms; in this case, xtra audio is entitled to ordinarily terminate the contractual relationship with a period of six weeks to the end of the current billing period.

14.3 Procedure for amendments towards consumers: If the project owner acts as a consumer (§ 13 BGB), amendments to these T&C require the express consent of the project owner (e.g. by confirmation via click within the platform or by e-mail). xtra audio will inform the project owner of planned amendments in text form at least six weeks before their entry into force and will clearly state which clauses are being amended and what the difference is compared to the previous version. If the project owner does not give their consent, the contractual relationship will continue unchanged on the previous terms. In this case, xtra audio is entitled to ordinarily terminate the contractual relationship with a period of six weeks to the end of the current billing period. Termination may only be issued if the planned T&C amendment is necessary for one of the valid reasons mentioned in section 14.1 and does not unreasonably disadvantage the project owner. Payments already made in advance for periods after the termination takes effect will be refunded on a pro-rata basis.

xtra audio will expressly inform the project owner in the notification of their right to object to the amendment as well as of the legal consequence of a failure to consent.

14.4 Choice of law: The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.

14.5 Place of jurisdiction: If the project owner is an entrepreneur (§ 14 BGB), a legal person under public law or a special fund under public law, the exclusive place of jurisdiction is the registered office of xtra audio GmbH. For project owners who are merchants within the meaning of the HGB, this also expressly applies as a jurisdiction agreement within the meaning of § 38 ZPO.

14.6 Text form and precedence: Amendments or supplements to the contract must be in text form (e.g. e-mail). This also applies to the waiver of this form requirement. The procedure for T&C amendments (sections 14.2 and 14.3) takes precedence over this general provision as a special provision and remains unaffected by the general text form requirement for individual agreements.

14.7 Severability clause: Should individual provisions of these T&C be or become invalid or unenforceable, the validity of the remaining provisions remains unaffected. In place of the invalid or unenforceable provision, a provision shall apply that comes closest to the economic purpose of the invalid or unenforceable provision. The same applies to any contractual gaps.

14.8 Dispute resolution: xtra audio is neither willing nor obliged to participate in dispute resolution proceedings before a consumer arbitration board within the meaning of the German Consumer Dispute Resolution Act (VSBG).

Last updated: April 5, 2026