1.1. These Terms and Conditions (the "Terms") apply to any and all business between welove.audio GmbH (collectively "WLA") and those products or services purchased from WLA. These Terms are in force at the time an order is placed, any different, complementary, or conflicting Terms introduced by the Customer are not part of the contractual relationship between WLA and the Customer and are expressly refused by WLA, unless they have been explicitly recognized by WLA and their inclusion has been permitted. Fulfillment of a purchase order shall not constitute explicit recognition for the purposes of these Terms and Conditions.
1.2. WLA offers are addressed exclusively to merchants or professionals and entrepreneurs according to § 14 German Civil Code ("BGB"), legal entities under public law or public separate estates. WLA reserves the right to require proof of industrial or commercial registration or other compliance with § 14 BGB prior to accepting any registration or order.
1.3. WLA offers audio assets for the use in digital media productions. The use of such assets may require proprietary software for the seamless integration of WLA's audio assets in such media productions. The audio assets offered by WLA are free of any collecting society rights.
2.1. If you want to purchase products or services using the WLA Online Store you need to register as a user. Registration is free.
2.2. In order to register Customers must fill out the registration form and designate a username and password. The Customer is obliged to keep his password confidential and shall be fully liable for any unauthorized orders from his account, if he made the password available due to his or his employee's fault (negligence or intent). The Customer may make the password available to his employees but only on a need-to-know basis. Each customer is required to provide certain information about Customer's business in order to verify the qualification for individual License Models.
2.3. The Customer is under no obligation to purchase products or services based soley on registration. Customers may terminate or cancel their registration at any time by using the delete button in "My Profile" in their account settings.
2.4. Customers are responsible for updating and changing their personal information. Changes to settings may be made atin "My Profile" in the account settings. If the Customer is unable to update or remove personal information he can contact firstname.lastname@example.org for assistance.
2.5. WLA reserves the right to remove or delete registrations including the stored data due to inactivity or use that is contrary to these Terms and Conditions.
3.1. The offered Licenses relate only to the individual project. A project includes only one game and, where applicable, DLCs, Add-ons, data-disks and game of the year editions. For the avoidance of doubt, prequels, sequels and other derivative projects are excluded and new projects have to be created for them.
3.2. Applications which deliver more then one game can not constitute a project. The grant of a license for such applications shall be subject to individual negotiations between WLA and the respective Customer.
4.1. The Products and Services for license or sale on the WLA Website or other advertising materials are a non-binding offer to Customers ("WLA Products"). The WLA Products can be selected, combined and tested via the editor provided on the WLA Website ("Web Editor"). The Web Editor allows the Customer to create individual projects which can consist of several audio assets and combinations. The Web Editor enables the Customer to test the required assets and their composition online and to purchase all required assets ands script based on such projects created with the Web Editor. WLA may later offer other means to create such projects and interface those with the WLA Website.
4.2. Customers are responsible for confirming prior to the completion of their order that the WLA Products or services are consistent with their requirements, e.g. by first acquiring an evaluation license, as offered from time to time by WLA. Prior to submitting the order the Customer has the opportunity to review the order and the individual items. The Customer is responsible to choose a License Model for the respective WLA Products and to verify if such License Model is sufficient for his needs. WLA may not offer every License Model for every WLA Product.
4.3. By clicking the "Place Order" button Customer is submitting their order which constitutes a legally binding offer to conclude a contract with WLA. WLA must explicitly accept the offer to create legal agreement between the Customer and WLA. WLA is entitled to accept the offer provided by the Customer within two weeks of receipt. In case of an order via phone or e-mail we will send you a non-binding offer incorporating these Terms and Conditions. Your confirmation of such non-binding offer is a legally binding offer to conclude a contract, which has to be accepted accordingly as stated above.
4.4. After the submission of the offer, Customer will receive an confirmation of the receipt via email. Unless otherwise and explicitly provided, the automatic confirmation does not constitute an acceptance of the offer.
4.5. WLA reserves the right to refuse an offer at its sole discretion for any reason or no reason at all. If the offer is not accepted, WLA may attempt to notify the Customer by contacting the email, billing address, or phone number associated with the order. WLA does not offer its products or services to resellers under these Terms and Conditions. You are obliged to inform us in case you intend to resell or products or services, with the exception of the distribution as part of the Customer's media product to consumers or distributors. We do not accept reseller orders without a separate reseller agreement.
4.6. The offer is accepted and the contract formed when WLA either accepts the offer in writing or delivers the ordered WLA Products.
5.1. WLA will deliver the ordered WLA Products by providing a download link for the respective digital content. If WLA provides digital content for free or if WLA digital content prior to the full payment WLA is entitled to add a watermark to the digital content which identifies it as content of WLA and it may identify the Customer at WLA's sole discretion.
5.2. If the Customer purchases / licenses digital content, WLA will include a project-id into the Project´s export files to verify the License Model in force.
5.3. Content can be redownloaded by the Costumer without limitation as long as his individual License Model is still in force.
5.4. If there is a default of acceptance by the Customer, or any delay in delivery for which the Customer is responsible, WLA can demand compensation for the resulting damage as well as the additional expenditure required to fulfil the order. This includes the storage and maintenance of the WLA Products.
6.1. WLA Products and services may only be used in accordance with the individually purchased License Model. The License Models are detailed in the License Schedule [LINK AUF BASIC LICENSE] which are published and modified from time to time. The License Schedule at the time of the purchase of the WLA Product shall remain applicable for the WLA Product throughout the term of the respective license.
6.2. WLA Products are provided in certain file formats and the player software is not compatible with every possible engine or other game building software. Each WLA Product contains a link to the minimal system requirements as well as the file formats the WLA Products are provided in. WLA Products are only intended for digital entertainment products and are not intended for use with application software that controls any external processes.
6.3. Unless explicitly stated otherwise on the WLA Product pages, WLA Products and services should not be used in situations that support, sustain, or put human life at a significant risk. This includes medical software, weapons controlling software, or the manufacture of machines parts whose failure can cause considerable damage.
7.1. In order to use select WLA Products, Customers must download and use the Common Rendering Engine ("CRE") provided by WLA. This software is available and free to download from the WLA website for Customers who purchased a license.
7.2. WLA owns all of the rights in the CRE and is allowing the Customer to use the CRE in connection with the WLA Products. The Customers are only granted a non-exclusive right to use the software and only in the state the software is provided by WLA. The Customer may not break WLA software down to analyze it, modify it, use it with non-WLA Products, or redistribute it without explicit consent. Customer may not rent, lease, or copy the software to others unless as part of the object code of the digital entertainment product. § 69e German Copyright Act remains unaffected.
7.3. Subject to individual negotiations between WLA and the respective Customer and in WLA sole discretion, WLA may grant access to the source code of CRE. In such case and if not explicitly agreed otherwise, all rights with regard to CRE and its source code shall remain with WLA. If WLA grants access to the source code the Customer shall be obliged to keep the source code strictly confidential and delete all copies of the source code received at the request of WLA. Customer is obliged to provide sufficient proof of the deletion to WLA. In its sole discretion, WLA may grant individual Customers the right to modify the CRE source code and to use such alterations and/or modifications. If WLA grants such right to modify the source code and if not explicitly agreed otherwise, all rights with regard to the modifications and/or alterations of the source code shall be owned by WLA. Customer assigns herewith all rights with regard to such modifications and/or alterations of the source code of CRE to WLA and WLA accepts such offer.
7.4. CRE may not be used on computers that are used for security or energy supply.
7.5. CRE may not be used on computers that are used for healthcare.
7.6. WLA may modify or provide additional software from time to time. These Terms of and Conditions will continue to apply to future software licenses or updated versions of the CRE.
8.1. WLA may provide the Customer with public forums and social media for discussion and potential for collaboration with other customers. These forums are free, but WLA is under no obligation to continue to support or offer public forums or social media. WLA takes no responsibility and assume no liability for any comments or User-Generated Content posted by the Customer or any third-party.
8.2. Customers are responsible for their own content, data, or information posted in these public forums (hereinafter "User-Generated Content"). The User-Generated Content may be used by all WLA Customers. WLA is entitled to limit or remove User-Generated Content at any time and for any reason.
8.3. By publishing User-Generated Content in the community forums or on social media, the Customer grants WLA a worldwide, perpetual right to use the User-Generated Content. This right includes the right to use, modify, delete, publish, publicly perform, and/or reproduce the User-Generated Content in connection with the WLA Products, the community forums, and through other channels that are related in content and which are operated by WLA or on behalf of WLA by third parties. WLA in is not entitled to sell User-Generated Content to third-parties or to rent or use the public forums in a context independent of the WLA Products or the community.
8.4. The Customer is not entitled to compensation for the rights for use granted to WLA for their User-Generated Content.
8.5. WLA has the right to sublicense such right for use. The scope of the sublicense can not expand the rights in Section 8.3.
8.6. The Customer agrees that any User-Generated Content they post will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. The Customer further agrees that any User-Generated Content will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. The Customer may not use a false e-mail address, pretend to be someone other than themselves, or otherwise mislead WLA or third-parties as to the origin of any User-Generated Content. The Customer is solely responsible for any User-Generated Content.
8.7. The Customer shall hold WLA harmless of and shall indemnify WLA from any costs (including reasonable costs for legal defense), third party claims, including claims for damages, and damages resulting from any infringement by an User-Generated Content posted by the Customer. This does not include any infringement not caused Customer's negligence or intent.
8.8. Customers are responsible for all User-Generated Content that is posted or published. WLA has no obligation to review or revise User-Generated Content prior to publishing. Notwithstanding the above, WLA reserves the right, to refuse or remove in WLA' sole discretion, any time, without notice, and for any reason. WLA can remove the right to post or publish User-Generated Content at any time for any reason.
8.9. Customers are prohibited to post commercial content advertising any third party products or services or to harass other Customers, e.g. by sending spam messages, chain mails or unrequested advertisements.
9.1. The price listed at the time of order including applicable taxes apply. Where tax is not collected WLA may require the Customer's tax ID during the Order or Registration. If the Customer does not provide their VAT exemption ID, WLA is entitled to invoice for the full VAT.
9.2. Unless otherwise explicitly agreed to in writing, the purchase price is due upon acceptance of the Order and receipt of a respective invoice. WLA reserves the right to withhold delivery until the payment is complete.
9.3. If Customer does not pay as above or as otherwise agreed to, the Customer shall be in default of this agreement. WLA does not have an obligation to provide warning or notice. Any amount owed is subject to interest at the statutory interest rate as under § 353 German Mercantile Act ("HGB"). WLA has the right to claim any and all further damages.
9.4. The Customer may only demand retention and set-off where the claim is undisputed or legally established. Notwithstanding the above, the Customer retains the rights granted by § 320 BGB as well as their legal rights in cases of defective Products.
10.1. WLA offers vouchers in its web shop, which can be redeemed to pay or partly pay the purchase price according to section 9. Section 4 applies to the purchase with a voucher accordingly. Therefore, WLA may refuse the offer of a Customer in its sole discretion. In such case, WLA will refund the purchase price of the voucher the to customer.
10.2. The validity of the respective vouchers depends on the respective offer, but shall not be less then three years.
10.3. Vouchers need to be purchased in the web shop of WLA. WLA is not liable for voucher codes purchased by third parties, especially if the voucher was invalid or if the voucher code was already used.
10.4. These Terms shall apply accordingly and insofar as applicable to the purchase of voucers
11.1. Where not otherwise addressed or specified, the statutory provisions regarding the remedy of defects ("Warranty Service") shall apply in case of material deficiencies or defects to the Products.
11.2. Notwithstanding § 434 S. 3 BGB, WLA is not responsible or liable for any public statements made by third parties where the defects asserted are due to the usual and expected nature of the Products.
11.3. Any assertion of warranty claims by Customers who are Merchants, according to the German Merchantile Act, must be made in accordance to § 377 HGB including timely inspection for completeness and recognizable deviations or defects. If the Customer does not provide notification of defects within a reasonable period, but no more than 15 business days after receipt, the delivered Products shall be deemed approved. Any concealed defects discovered later shall be brought to WLA' attention immediately upon discovery.
11.4. WLA may make any Warranty Service conditional to Customer's payment of any outstanding amounts due, subject to an offset in proportion to the defect. Customer is responsible for the full payment once the Warranty Service has been completed.
11.5. WLA will bear the cost of Warranty Service. However, if WLA determines that the Product is not defective or the Customer knew or should have known of a defect or was otherwise grossly negligent, WLA shall be entitled to charge the Customer for any costs arising from the Warranty Service including the inspection and transportation costs.
11.6. If any Products are defective, WLA at its sole option may provide Warranty Service by remedying the defect (Repair), by delivering a defect-free item (Replacement). WLA will not choose an option requiring disproportionately high costs for the Customer. The Warranty service will be deemed failed if after the second attempt to rectify, the defect persists, the required improvement is unreasonable to WLA, or the improvement is refused. In case of failure to repair, the Customer is entitled to cancel their contract and return the WLA Product for a full refund or to a partial refund in proportion to the limitation of use.
11.7. All Warranty claims expire after one (1) year unless the Customer purchases the Extended Warranty option as available. The limitation periods of the applicable statutes (e.g. § 438 BGB) apply to any contractual or non-contractual claims for damages based on defects in the goods, unless application of the statutory period of limitation would result in a shorter statutory limitation in individual cases (§§ 195, 199 BGB). Any claims for damages by the purchaser pursuant to 11.2 as well as under the Product Liability Act shall become statute-barred exclusively according to the statutory limitation periods. To the extent that WLA offers an Extended Warranty as an additional service, the terms of the Extended Warranty apply.
11.8. In addition the limitations in liability listed in Section 11 apply.
12.1. WLA shall only be liable for damages caused by gross negligence or intentional damage by WLA itself, its legal representatives, or vicarious agents in accordance with § 278 BGB. WLA may be liable in cases of negligence only where the breach is a material breach of a cardinal obligation, which means an obligations which breach jeopardizing the fulfillment of the purpose, and which the Customer would customarily rely on.
12.2. WLA shall in cases of a negligent breach of a cardinal obligation only be liable to the extent that the damages are of an amount that is typically and foreseeable.
12.3. In the case of damages resulting from injury to life, limb, and health as well as under the Product Liability act and cases of gross negligence or intentionally caused damages WLA shall by fully liable in accordance with the applicable legal provisions.
13.1. If any conditions of the present Terms and Conditions be held invalid or ineffective, the validity and effectiveness of the remaining provisions shall remain in force and unaffected to the extent possible.
13.2. WLA is entitled to modify or change the terms and conditions for any reason or without reason, as far as this does not disadvantage the Customer in good faith. Changes apply to all future purchases. Changes to the terms of this Agreement for continuous services are permissible if changes to the Products or sServices offered result in new regulatory requirements or such requirements are independently invented. In particular, changes are acceptable where new Products or Services are offered or if changes in legislation or jurisdictions affect the terms. So long as the Customer does not object to the validity of the new terms and conditions within two weeks of notification, the modified terms and conditions shall be deemed accepted. In announcing any changes, WLA will include reference to the option to object, the deadline in place, and any resulting legal consequences, in particular those consequences attaching to an acceptance. In the case of an objection, the original terms and conditions shall apply until termination.
13.3. With respect to any use of the Online Services, including the registration on WLA Website, either party may terminate this Agreement at any time. Such termination has no influence on past purchases.
13.4. The exclusive place of jurisdiction for all disputes arising from or in connection with this contract [is the seat of WLA] , so far as the Customer is a Merchant in accordance with the German Commercial Code, a legal entity under public law, or a public separate estate under public law. The same applies if the Customer does not have a general place of jurisdiction in Germany.
13.5. The Customer is not entitled to assign any claims under this Agreement.
13.6. This contract shall be Governed under the laws of Germany, to the exclusion of the application of the UN Sales Convention and the conflicts of law rules of private international laws.
13.7. The EU Commission provides an internet platform for the online settlement of disputes ("OS-Platform"). The OS-Platform is intended as an initial point of contact for the out-of-court settlement of disputes concerning contractual obligations arising from sales contracts. The OS-Platform can be reached at the following link: http://ec.europa.eu/consumers/odr/.
WLA, is not obliged to and, will not participate in out-of-court dispute resolution between WLA and the Customer within the meaning of the Consumer Dispute Settlement Act.