General Terms and Conditions

1. CONCLUSION OF THE CONTRACT

1.1 Contracts shall only be concluded with CLUBS. STAIGE shall not accept or process APPLICATIONS from Consumers.

1.2 CLUB may submit its APPLICATION electronically/digitally (in particular in the “Online Shop” at staige.com/shop) or analog via order forms provided by STAIGE upon request, as well as in any other form if this way is expressly provided by STAIGE.

For the ordering process in the Online Shop, the “General Terms and Conditions Online Shop” provided on the website shall apply in addition to these General Terms and Conditions.

In any case, a contract shall only be concluded upon STAIGE’s express written (text form) acceptance of an APPLICATION towards the CLUB. A confirmation of receipt of the order shall not constitute a legally binding acceptance of the contract by STAIGE.

2. HANDOVER, INSTALLATION AND OPERATION OF THE CAMERA SYSTEM

2.1 CLUB shall receive the CAMERA SYSTEM after acceptance of the contract by STAIGE in accordance with the delivery periods specified during the ordering process, unless otherwise agreed between the PARTIES.

2.2 If CLUB has requested the purchase of the CAMERA SYSTEM at the time of the Order and STAIGE has accepted this, the CAMERA SYSTEM shall remain the property of STAIGE until STAIGE has received the full purchase price from CLUB or from third parties in accordance with the payment method and modalities selected by the CLUB at the time of the order. CLUB shall become the sole owner of the CAMERA SYSTEM once the CAMERA SYSTEM has come into CLUB’s possession and (cumulatively) STAIGE has received payment in full.

2.3 Unless CLUB has purchased the CAMERA SYSTEM, the CAMERA SYSTEM shall be made available to CLUB for use during the agreed period of use and shall remain the property of STAIGE or its partners throughout such period. CLUB shall handle the CAMERA SYSTEM with care and return it without delay in proper condition at the end of the agreed period of use (cf. clause 6) (including payment of any shipping costs).

2.4 STAIGE shall not be obliged to install the CAMERA SYSTEM at CLUB’s premises , neither according to 2.2 nor according to 2.3. CLUB shall at all times be responsible for of proper installation, including the necessary installations in accordance with ANNEX 2 (or USER MANUAL) and/or physical maintenance and shall bear all costs for the installation. STAIGE recommends that the installation be carried out by a certified electrician and at a suitable location in accordance with ANNEX 1 and 2 (or USER MANUAL).

2.5 Insofar as the CLUB has not (yet) become the owner of the CAMERA SYSTEM itself, CLUB shall be liable to the respective owner for damage to the CAMERA SYSTEM resulting from improper installation or maintenance as well as for damage resulting from external influences (lightning strike, theft, vandalism, etc.), unless CLUB proves that it has taken suitable, reasonable protective measures (lightning protection, anti-theft device) for this purpose.

2.6 Subject to any divergent or supplementary provisions arising from other parts of these General Terms and Conditions, CLUB shall be solely responsible for the provision and maintenance of all resources (electricity, internet connection, etc.) necessary for its operation. This shall also apply if CLUB obtains an LTE flat rate through STAIGE or is provided with other CONNECTIVITY.

2.7 The operation of the CAMERA SYSTEM and the production of AUDIOVISUAL RECORDINGS shall in principle be the sole responsibility of CLUB. STAIGE shall only operate the CAMERA SYSTEM and produce AUDIOVISUAL RECORDINGS on behalf of CLUB if and to the extent that this results from the order, subsequent declarations by CLUB to STAIGE or selected settings via BACKSTAIGE as well as from these General Terms and Conditions.

2a. CONNECTIVITY

2a.1 When ordering the CAMERA SYSTEM, CLUB may additionally request the optional provision of CONNECTIVITY for the duration of the contract term from STAIGE.

2a.2 STAIGE shall be free to accept or reject the commission. If STAIGE does not accept the commission, the remainder of CLUB’s order shall not be affected.

2a.3 Subject to suitable, in particular geographical and technical conditions, CONNECTIVITY enables the basic data transmission between the CAMERA SYSTEM and the other SERVICES without an additional internet connection and/or additional installations. The obligation of CLUB (in particular under other provisions in these General Terms and Conditions) to ensure sufficient Internet connection to ensure the functionality of the CAMERA SYSTEM and the SERVICES when operating the CAMERA SYSTEM shall remain unaffected even in the event of the booking of an LTE flat rate or other CONNECTIVITY.

2a.4 CLUB shall be fully entitled (and, if necessary, obliged) to use another connectivity solution at any time, even without notifying STAIGE, without being subject to any disadvantages in the contractual relationship with STAIGE.

2a.5 CLUB shall be solely responsible for checking the suitability of CONNECTIVITY for its individual case, in particular whether the network availability at the exact place of use of the CAMERA SYSTEM intended by CLUB in each case is given in sufficient strength. STAIGE shall provide appropriate support to CLUB upon request.

2a.6 CLUB acknowledges that CONNECTIVITY shall mean that STAIGE will only provide CLUB with the services of a third-party provider selected by STAIGE, and that the actual availability of the service at the particular place of use of the CAMERA SYSTEM at the particular time may be subject to technical or geographical limitations beyond STAIGE’s control. STAIGE shall not be responsible for possible or actual economic consequences in this regard.

2a.7 The third-party provider(s) shall be chosen by STAIGE at its sole discretion and, where applicable, on general aspects without regard to the individual case. STAIGE shall appropriately inform CLUB of the identity of the potential third-party provider(s) prior to the CLUB’s order.

2a.8 Under no circumstances shall STAIGE be obliged to procure and/or provide other connectivity solutions beyond the scope provided. This shall also apply to any alternative services provided by the same third-party provider.

2a.9 STAIGE shall invoice the actual data transmission(s) used via CONNECTIVITY to CLUB quantity-based on the basis of the conditions  separately negotiated between STAIGE and the third-party provider plus a reasonable processing fee (as notified to CLUB in each case prior to the CLUB’s order or generally in STAIGE’s online shop or in STAIGE’s valid price list), unless another tariff is expressly agreed between STAIGE and CLUB. STAIGE offers to provide CONNECTIVITY to CLUB as an LTE flat rate which allows the Club to use the KAMERA SYSTEMS for more than the individually agreed maximum number of Games contractually included; however, STAIGE shall not be obliged to do so. In the event of significant changes in the costs for STAIGE due to price adjustments on the part of the Third-Party Provider, STAIGE shall be entitled to pass on the increase with fourteen days’ notice to CLUB , which may cancel the use in accordance with clause 2a.4.

2a.10 CLUB undertakes to ensure that CONNECTIVITY, including any physical components (incl. SIM cards) and access possibilities to the network infrastructure of the third-party providers, is used exclusively for the operation of the CAMERA SYSTEM and/or for the transmission of data to other SERVICES of STAIGE. Any use in connection with other devices and/or for other mobile telecommunication services (in particular SMS/voice calls, etc.) shall constitute an infringement and shall be prohibited. This shall also apply if the CLUB books a CONNECTIVITY flat rate in addition to a limited CONNECTIVITY. In the event of an infringement, STAIGE will claim any costs and damages against CLUB. STAIGE shall also have the right to terminate the contract with CLUB in case of infringement.

3. STAIGE SERVICES - GENERAL TERMS AND CONDITIONS OF USE

3.1 Material scope

If and to the extent selected and booked by CLUB when ordering the CAMERA SYSTEM or subsequently, STAIGE shall provide CLUB with STAIGE’s SERVICES for the effective use of the CAMERA SYSTEM, for the creation of AUDIOVISUAL RECORDINGS and/or for the use and exploitation of the AUDIOVISUAL RECORDINGS created and shall permit their use within the scope of the following General Terms and Conditions as well as the service-specific special terms and conditions which CLUB acknowledges in each case.

3.2 Personal scope

CLUB may only commission third parties of legal age (its legal representatives, members, others) with actions for the use of the SERVICES. When instructing the third parties, CLUB shall draw their attention to the General Terms and Conditions  and the service-specific special terms and conditions and shall oblige the third parties to comply with them. Violations of the General Terms and Conditions  and the service-specific special terms and conditions by the third parties commissioned by CLUB shall, without exception, be deemed to be violations by CLUB in its relationship with STAIGE. CLUB shall ensure that only such third parties (can) access the SERVICES on its behalf as have been commissioned by CLUB.

The CLUB is only allowed to hire third parties who are of legal age, including its legal representatives, members, and others, to use the SERVICES. When instructing third parties, the CLUB must make them aware of the General Terms and Conditions  and the specific terms and conditions of the service, and require them to comply with these terms. Any violations of the General Terms and Conditions  and the service-specific special terms and conditions by third parties hired by the CLUB will be considered violations by the CLUB in its relationship with STAIGE, without exception. The CLUB must ensure that only third parties commissioned by the CLUB are given access to the SERVICES on its behalf.

3.3 General restrictions of use

Some SERVICES require that CLUB creates a user account for itself or its appointed third parties. In such cases, CLUB is fully accountable for any activities carried out through the user account. It is CLUB’s responsibility to ensure the account’s security and to refrain from revealing or providing access credentials to any unauthorized third party.

3.4 The applicable statutory provisions shall apply to the use of all SERVICES by CLUB or by its appointed third parties. In particular, CLUB undertakes to respect the personal rights or intellectual property rights of third parties and will not use the SERVICES for abusive purposes or for fraud, defamation or bullying.

The utilization of all SERVICES by the ASSOCIATION or its appointed third parties is subject to the relevant legal provisions. The ASSOCIATION is obliged, in particular, to adhere to the rights of individuals with regard to their personal data and intellectual property rights of third parties. The SERVICES shall not be utilized by the ASSOCIATION for abusive purposes or for committing fraudulent activities, slander, or bullying.

3.5 CLUB shall not use or allow the SERVICES to be used for commercial purposes, including advertising purposes, unless this is expressly permitted by these General Terms and Conditions or the service-specific special terms and conditions or is provided for by functions made available in the SERVICES. Advertising surfaces commonly used on , which are or were placed on the SPORTS FACILITY independently of the operation of the CAMERA SYSTEM, do not constitute a commercial purpose within the meaning of this provision if they can be seen in the image.

3.6 Intellectual Property of STAIGE – Right of Use of CLUB

Any right, in particular intellectual property rights, of STAIGE in the SERVICES, in the content provided therein by STAIGE or in the components of SERVICES or content, which is not expressly granted to CLUB by these General Terms and Conditions  or the service-specific special terms and conditions, shall remain with STAIGE.

Subject to divergent or supplementary provisions in the service-specific special terms and conditions, the CLUB shall receive a non-exclusive, non-transferable, non-sublicensable right of use for all SERVICES against payment in accordance with the valid product and price list.

STAIGE’s trademarks and logos may not be removed, altered, made unrecognizable or covered up by CLUB.

3.7 Third-party content

Third-party content, in particular AUDIOVISUAL RECORDINGS of other clubs or persons, may only be used by CLUB or its commissioned third parties in the form in which they were published (in particular PAYWALL). They may only be viewed and/or listened to for personal, private and club-related, non-commercial use.

Third-party content may not be stored, copied, edited, modified, published, unless the third party has expressly consented or unless otherwise provided by these General Terms and Conditions , the service-specific special terms and conditions or a provided function of a SERVICE or by applicable laws.

3.8 Software

Insofar as the SERVICES contain SOFTWARE, CLUB shall not receive a copy of the SOFTWARE on a data carrier and shall not receive adownload right. For the use of SOFTWARE, CLUB shall receive an access right to the external, central storage location of the SOFTWARE (STAIGE server or cloud).

To the extent that SOFTWARE or any part thereof are to be stored locally on any existing equipment owned or possessed by CLUB, in particular the CAMERA SYSTEM or local STAIGE server, this shall be only done on the request of STAIGE. CLUB hereby agrees to this. Even in this case, CLUB shall not acquire any rights to the copy of the SOFTWARE on its device beyond simple use. The SOFTWARE on the device may be automatically updated by STAIGE when a new version or feature is available.

3.9 CLUB may not copy, modify, distribute, sell or lease the SOFTWARE or any part thereof, regardless of where it is stored. CLUB shall not examine, analyse, reverse engineer, extract or interfere with the SOFTWARE except as authorised by STAIGE or permitted by law.

CLUB shall not provide or otherwise make the SOFTWARE available for use, analysis or interference to any third party, whether or not such third party is itself the owner and/or possessor of a CAMERA SYSTEM, unless authorised by STAIGE or permitted by law.

3.10 Contents of the CLUB

The SERVICES are intended to or enable CLUB to create its own content, in particular in the form of AUDIOVISUAL RECORDINGS, and to publish it in various forms provided by the SERVICE.

CLUB and/or its appointed third parties shall retain all rights in the AUDIOVISUAL RECORDINGS arising from the production of the AUDIOVISUAL RECORDINGS. CLUB also retains all other intellectual property rights in its content.

However, CLUB grants rights of use and exploitation to STAIGE in accordance with clause 5 to all content protected by rights of CLUB, in particular but not limited to intellectual property rights.

CLUB guarantees that it has all the necessary rights, consents and authorisations for the creation of AUDIOVISUAL RECORDINGS and, insofar as it makes use of them, for the publication of content at the latest at the relevant time and that the content is lawful. This includes in particular the consents of the persons concerned (players, coaches, referees, spectators) depicted the AUDIOVISUAL RECORDINGS and, in individual cases, may also include consents from authorities, owners of the SPORTS FACILITY, holders of trademark rights and other rights owners and holders. In this regard, the content of CLUB is entirely and solely the responsibility of CLUB. The relevant time for the production of AUDIOVISUAL RECORDINGS is the start of the recording, and for the publication of content the start of the upload.

STAIGE reserves the right to have the existence of the rights and consents confirmed separately in the technical process, in particular via BACKSTAIGE, and not to activate the respective function for CLUB without the corresponding confirmation.

3.11 STAIGE may restructure, redesign and rename the SERVICES to the extent necessary to protect STAIGE’s business interests and provided that no substantial rights and interests of CLUB are affected.

4. SPECIAL SERVICE-SPECIFIC CONDITIONS STAIGE SERVICES

4.1 CONTROL TOOL

4.1.1 The CONTROL TOOL is SOFTWARE within the meaning of the provision in clause 3.8.

4.1.2 Unless otherwise agreed between the parties, the fee for the non-exclusive right of use of CLUB for CONTROL TOOL is based on the price list valid at the time of the respective order and may be included in package prices.

4.1.3 The right to use CONTROL TOOL according to section 3.6 is limited in terms of content to the use of CONTROL TOOL for the CAMERA SYSTEM acquired or used by CLUB for the purpose of producing AUDIOVISUAL RECORDINGS of CLUB’s SPORTS EVENTS. CLUB may not use the CONTROL TOOL for any other purpose.

4.1.4 The right to use CONTROL TOOL is limited in time to the booked recording volume (time quota or number of games). CLUB may add additional recording volume at any time in accordance with the then valid price list.

4.1.5 CLUB is responsible for ensuring that its stationary CAMERA SYSTEM is permanently – its mobile CAMERA SYSTEM during the use of CONTROL TOOL – connected to the internet at sufficient speed and power (see USER MANUAL) at all times. This obligation remains unaffected even when booking an LTE flat rate or other CONNECTIVITY.

 

4.2 STAIGE TV

4.2.1 Unless otherwise agreed between the Parties, the fee for the non-exclusive right to use STAIGE TV by CLUB shall be based on the price list applicable at the time of the respective order and may be included in package prices.

4.2.2 The right to use STAIGE TV according to clause 3.6 shall be limited in terms of content to the use of STAIGE TV for the publication of AUDIOVISUAL RECORDINGS of the CLUB regarding the CLUB’s SPORTS EVENTS as live stream or “on demand”. CLUB may not use STAIGE TV for any other purpose.

4.2.3 CLUB may not publish any criminal, discriminatory, offensive or other content on STAIGE TV that violates the General Terms and Conditions or to use STAIGE TV for any other purpose for which STAIGE TV is not provided by STAIGE for CLUB. If CLUB, in particular in the case of a live streaming transmission, only becomes aware of such content afterwards, CLUB shall notify STAIGE without undue delay. If STAIGE becomes aware of such content through CLUB or through third parties, STAIGE may remove the content from STAIGE TV.

4.2.4 CLUB may use the integrable STAIGE PLAYER on its website to display content published on STAIGE TV, whether by itself or by other CLUBs, .

4.2.5 The type and design of the publication on STAIGE TV shall be managed by CLUB itself via BACKSTAIGE. CLUB may not influence the publication of the AUDIOVISUAL RECORDINGS on STAIGE TV in any other way than via the functions of BACKSTAIGE.

 

4.3 BACKSTAGE

4.3.1 In order to use the BACKSTAIGE service, it is necessary for CLUB to create a user account.

4.3.2 Unless otherwise agreed between the PARTIES, the fee for the CLUB’s non-exclusive right to use BACKSTAIGE shall be based on the price list valid at the time of the respective order and may be included in package prices.

4.3.3 The right to use BACKSTAGE is limited to the administration of the CAMERA SYSTEM owned/operated by CLUB and the administration of the AUDIOVISUAL RECORDINGS of CLUB’s SPORTS EVENTS produced with this CAMERA SYSTEM and CONTROL TOOL.

4.3.4 Subject to divergent or supplementary provisions in the service-specific Special Terms and Conditions PAYWALL, CLUB may activate its CAMERA SYSTEM and the production of AUDIOVISUAL RECORDINGS independently and on its own responsibility via BACKSTAIGE. CLUB may, if booked, activate or manage the additional functions Livestream, PAYWALL and AUDIOCOMMENTARY via BACKSTAIGE (“STAIGE PLUS”). CLUB can generally activate the aforementioned SERVICES and functions for each match individually and independently of each other, unless it has separately and expressly undertaken to activate a SERVICE permanently and without exception for all matches when placing the order.

4.3.5 STAIGE reserves the right to make the activation of functions according to clause 4.3.4 on BACKSTAIGE dependent on CLUB confirming separately and repeatedly in the technical process that it complies with the General Terms and Conditions, the service-specific special terms and conditions or individual components thereof.

 

4.4 SPONSORING TOOL

4.4.1 CLUB may make commercial use of the banner managed through the SPONSORING TOOL. CLUB decides itself to which partners it will make available the banner to be managed via the SPONSORING TOOL and whether or to what extent it will demand a fee for this.

4.4.2 CLUB is responsible for ensuring that it has the necessary rights for the content placed in the SERVICES via the SPONSORING TOOL, in particular for the use of company logos, advertisement texts, etc. CLUB shall ensure that the published content does not violate any prohibitions under statutory or association law. If STAIGE nevertheless discovers content that violates a legal prohibition, STAIGE may remove such content without being liable for any damage that CLUB may suffer as a result. STAIGE shall not be obliged to remove any advertising from the SERVICES that is in breach of the law. Any consequences arising therefrom shall be the sole responsibility of CLUB.

4.4.3 CLUB may not change the default settings made by STAIGE in the SPONSORING TOOL, in particular with regard to the duration, the size and position of the banner managed via the SPONSORING TOOL, unless expressly permitted .

4.4.4 In case of central marketing by a league, STAIGE shall, upon request, give its consent for the SPONSORING TOOL of all the CLUBs of the respective League to be administered by a single entity, in particular ASSOCIATION.

 

4.5 PAYWALL

4.5.1 PAYWALL enables CLUB to use its AUDIOVISUAL RECORDINGS commercially.

The Special Terms and Conditions PAYWALL shall apply if, when placing the order, CLUB has undertaken vis-à-vis STAIGE to generally publish its games behind a PAYWALL in encrypted form or if CLUB has selected one or more games via BACKSTAIGE for encrypted publication behind a PAYWALL.

4.5.2 STAIGE shall collect fees from the end users for the decoding of the AUDIOVISUAL RECORDINGS published by CLUB behind a PAYWALL. STAIGE shall prepare a record of the number of paying end users and an invoice and shall return the revenue to CLUB after deducting its own costs and a service fee. The fee to be paid by the end user per game shall be determined by CLUB, the amount of the service fee shall be determined by STAIGE’s price list valid at the time of the order or the activation of PAYWALL by CLUB (cf. 4.5.1).

4.5.3 By activating the PAYWALL for all, several or individual matches, CLUB shall at the same time instruct STAIGE to ensure that the CAMERA SYSTEM is active at the time of the selected match(es). If CLUB has not activated the CAMERA SYSTEM at least 15 minutes before the scheduled start of the match, STAIGE is hereby instructed to activate the CAMERA SYSTEM for CLUB. This is in the interest of both parties in order to avoid any obligations to compensate the paying end users in case of failure of the transmission/recording. Should there be urgent reasons against the transmission/recording, CLUB shall expressly and immediately notify STAIGE.

4.5.4 STAIGE shall activate the individual PAYWALL games for users to book as soon as CLUB has selected a Game as a PAYWALL Game. CLUB undertakes not to deactivate the PAYWALL for the relevant game once it has been activated. CLUB further undertakes not to refrain from transferring the match from that point onwards. From the activation of the CAMERA SYSTEM for the match concerned (at the latest after clause 4.5.3) until the official end of the match, CLUB also guarantees a permanent power and internet supply of sufficient strength and speed.

4.5.5 CLUB shall indemnify STAIGE from any claims by third parties, in particular by the paying end users, resulting from the fact that CLUB had initially set the game as a PAYWALL game and then nevertheless broadcasts it unencrypted and free of charge or not at all or from the fact that the technical requirements for the interference-free transmission of the game were not created and/or maintained by CLUB.

CLUB shall also compensate STAIGE for any damage resulting from such an event, including loss of profit.

4.5.6 If the CLUB has committed to publishing all of its games encrypted behind a PAYWALL, the relevant time according to Clause 4.5.4 shall be replaced by the time of the conclusion of such undertaking.

 

4.6 COACHING TOOL (Staige Coach)

4.6.1       The COACHING TOOL enables CLUB to use the AUDIOVISUAL RECORDINGS of the CLUB (and of other clubs, if approved by them) to create its own compilations, edit them with graphic tools and add text and audio commentary. The result of the use of the COACHING TOOL is stored under a link and can be forwarded in this form by the CLUB to third parties selected by it.

4.6.2 The COACHING TOOL is SOFTWARE within the meaning of clause 3.8.

4.6.3 Unless otherwise agreed between the parties, the fee for the non-exclusive right of use of the COACHING TOOL by the CLUB shall be based on the price list valid at the time of the respective order and may be included in package prices.

4.6.4 The right of use according to section 3.6 is limited to the number of users booked. Unless another number of users for COACHING TOOL is specified in the order process or in an individual contract (booking or subsequent booking), CLUB shall be entitled to use COACHING TOOL for four users. CLUB shall provide STAIGE with the user data of the designated users. Users shall receive personal access data for COACHING TOOL. The user or the CLUB may transfer the access data of COACHING TOOL to another user in case a user leaves the CLUB or his position in the CLUB. The new user shall change the access data accordingly in order to prevent further access by the previous user. Furthermore, neither the user nor the CLUB may make the access data to COACHING TOOL available to a third party.

4.6.5 CLUB is responsible for the creation, use, distribution and publication of all works that it or its designated users create from the AUDIOVISUAL RECORDINGS with the help of the COACHING TOOL. In particular, it is their responsibility to obtain all necessary consent from affected individuals (e.g. players).

5. TRANSFER OF RIGHTS FROM THE ASSOCIATION TO STAIGE

5.1 By publishing content, particularly AUDIOVISUAL RECORDINGS, on STAIGE TV, whether as a livestream or for later viewing (on-demand) or in any other form enabled by STAIGE TV, the CLUB grants STAIGE the right to use and exploit these published contents. STAIGE receives the exploitation rights free of charge and without limitation as to the location, time and content, but NOT EXCLUSIVELY. STAIGE is authorized to grant sublicenses to third parties for the use and/or exploitation of the AUDIOVISUAL RECORDINGS.

5.2 CLUB guarantees that it is authorised to transfer the EXPLOITATION RIGHTS and that it has all the necessary rights, consents and authorisations to do so Insofar as EXPLOITATION RIGHTS in content, in particular AUDIOVISUAL RECORDINGS, arise directly for third parties commissioned by CLUB in accordance with statutory provisions, CLUB shall ensure prior to publication of the content on STAIGE TV that it is granted the necessary authorisations by such third parties in order to be able to transfer the EXPLOITATION RIGHTS to STAIGE.

5.3 The granting of rights also includes the exploitation and marketing with future technologies that have not yet emerged (currently unknown types of use).

 

5.4 CLUB grants STAIGE the following additional rights of use in addition to the rights of exploitation granted:

• AUDIOVISUAL RECORDINGS or excerpts thereof in all media (e.g. social media and virtual ads) via all distribution channels including print media;
• Exploitation of AUDIOVISUAL RECORDINGS (clean or edited) in any form, including the production of so-called stills for print products and their distribution;
• All existing or emerging industrial property rights of CLUB (e.g. trademark rights and other rights to names and logos) for the marketing of the AUDIOVISUAL RECORDINGS by STAIGE, including self-marketing.
• The right of STAIGE and/or third parties authorized by STAIGE to integrate logos or other means and forms into the AUDIOVISUAL RECORDINGS and/or Platforms, including the right to integrate logos and/or advertising into the AUDIOVISUAL RECORDINGS by means of virtual overlay and/or insertion in the respective legally (including association law regulations) permissible form (“Virtual Advertising”) STAIGE shall be responsible for compliance with broadcasting law requirements (e.g. for the appropriate labelling in the case of an Advertising Broadcast and the integration of corresponding notices in the AUDIOVISUAL RECORDINGS);

5.5 STAIGE shall be entitled to use and market EXPLOITATION RIGHTS and other rights pursuant to clause 5.4 in its own behalf and for its own account comprehensively, spatially, temporally and in terms of content without limitation and may also grant these rights in whole or in part to third parties for use and the right to further transfer and sublicense.

5.6 STAIGE hereby accepts the transfer of rights. Any termination of this Contract shall not affect the transfer of rights.

5.7 There is no obligation to use and market ADVERTISEMENT RIGHTS and other miscellaneous rights listed under clause 5.4.

6. TERM, TERMINATION AND CONTINUATION

6.1 Unless expressly agreed otherwise, the user agreement, in particular the right to use the respective booked SERVICE and, in the case of Section 2.3, the CAMERA SYSTEM, and the CLUB’s regular obligations to pay the fee shall have a fixed term of 3 years (36 months) from the date of activation of the SERVICES for the CLUB by STAIGE.

6.2 The right of use shall be extended by one year in each case unless it is terminated in text form by one PARTY to the other PARTY at least three months before the expiry of the term. The current price list at the time of the renewal shall apply. Furthermore, ordinary termination is excluded. The right to extraordinary termination for good cause remains unaffected. The termination must be in text form.

6.3 Even after termination of this agreement, STAIGE retains the right to use or have used all AUDIOVISUAL RECORDINGS produced within the framework and context of this agreement to the contractually agreed extent.

6.4 The provisions in clause 9 (3 years) and clause 5 shall continue to apply after termination of the contract. Regarding Clause 5, this shall only apply to the AUDIOVISUAL RECORDINGS already produced.

7. FEES AND COSTS

7.1 For the booked SERVICES of STAIGE and the use (respectively the purchase) of the CAMERA SYSTEM, CLUB shall pay a fee according to the payment model chosen at the time of the order (e.g. one-off, annual, monthly payment) in accordance with the current price list at the time of the order (including any package prices). CLUB shall additionally bear the shipping costs incurred, unless STAIGE has expressly granted “free shipping” or “shipping costs included”.

7.2 No payment of CLUB shall be due if and to the extent that a third party expressly agreed with STAIGE to make payment on CLUB’s behalf.

7.3 In addition, the costs of commissioning, operation, security and maintenance incurred by CLUB shall be borne by CLUB itself (clause 2 above). Any services provided by STAIGE in this respect shall be commissioned separately by CLUB and invoiced separately by STAIGE.

7.4 STAIGE shall issue a proper invoice for all payments due. The due date of the payments shall be determined by the date stated in the invoice. Generally, payments shall be made in advance for the respective period covered by the contract (one-off, year, month).

7.5 All payments to be made under this user agreement shall be subject to the applicable statutory value added tax.

7.6 With the payments and services agreed under this clause 7, all services of the respective other party, including the transfer of rights according to clause 5 above, are fully compensated.

8. LIABILITY AND WARRANTY

8.1 The warranty rights of CLUB shall be governed by the provisions provided by law for the respective subject matter of the contract, unless otherwise stipulated below.

8.2 STAIGE shall only be liable to pay damages to the CLUB in the event of gross negligence or intent. This limitation of liability shall not apply to claims for damages arising from the Product Liability Act, for damages due to injury to life, body or health and for damages due to the breach of essential contractual obligations (cardinal obligations). An essential contractual obligation in the above sense is an obligation the fulfilment of which makes the proper performance of the contract possible in the first place, the breach of which jeopardises the achievement of the purpose of the contract and compliance with which CLUB may regularly rely on. Compensation for damages due to the breach of material contractual obligations shall be limited to the foreseeable damage typical for the contract (including lost profits and missed savings), unless another of the cases listed in sentence 2 of this paragraph applies at the same time.

8.3 In all other respects, STAIGE’s liability is excluded.

8.4 CLUB shall be obliged to report any damages to STAIGE in writing without delay (e-mail is sufficient) so that STAIGE is informed in good time and, if necessary, can work with CLUB to mitigate the damage. Any breach of this duty to inform may lead to a reduction or exclusion of the claim for damages.

8.5 Liability and warranty obligations of CLUB arise from the statutory provisions and the special provisions on responsibilities of the CLUB within the framework of these General Terms and Conditions.

9. CONFIDENTIALITY

The PARTIES agree to maintain strict confidentiality regarding all business and operational matters that become known to them during the course of their collaboration under this usage agreement. This applies irrespective of whether the matter in question has been expressly marked as confidential or not. The obligation of confidentiality shall continue to apply for three (3) years after the end of the term of the agreement. However, it shall not apply to such information which is already known to the general public without any unlawful action or omission on the part of the other PARTY or which a PARTY is obliged to disclose to authorities or other third parties on the basis of statutory provisions.

10. PRESS RELEASE/PUBLICATION

Without prejudice to the provisions of clause 9, the PARTIES may, either at the time of or shortly after signing of this Agreement, publish a joint press release on their collaboration, subject to prior written agreement between the parties (by email is sufficient).

11. COMBATING BETTING FRAUD

The PARTIES are committed to the fight against betting fraud and therefore undertake, jointly and individually, to take all measures to effectively combat the risk of betting fraud. In particular, the PARTIES undertake to counteract the risk of delayed, but apparently real-time, video/sound recordings of the SPORTS EVENTS – on the part of STAIGE, as far as this is possible with the technology used.

12. ASSIGNMENT

STAIGE shall be entitled to transfer and/or assign its rights under this user agreement to companies affiliated with STAIGE within the meaning of §§ 13 et seq. AktG (German Stock Corporation Act).

13. GENERAL PROVISIONS

13.1 The parties agree to immediately inform each other of all necessary communications and information required for the implementation of this usage agreement, as far as legally permissible.

The contact person for notifications is STAIGE:

Name: The STAIGE team

E-mail: kontakt@staige.com

Tel. no.: 0201-246851-777 or the respective known contact person.

The contact person for notifications on the part of CLUB is the person specified as the contact person by CLUB within the scope of the application for the conclusion of a user agreement.

13.2 Amendments or supplements to the user agreement must be made in writing. This also applies to the waiver of the written form requirement. Individual agreements shall prevail. There are no verbal collateral contracts.

13.3 The contractual language and thus the language for all supplements or amendments to the contract as well as notifications and declarations within the scope of this contract is German.

13.4 Should any provision of the contract be void, ineffective or voidable, this shall not affect the overall validity of the contract. Should individual clauses of the contract be void, ineffective or unenforceable, such a clause shall be deemed to be agreed which permissibly comes closest to what the contracting parties would have agreed if they had known of the voidness, unenforceability, voidability or ineffectiveness of the provision at the time of conclusion of the contract. The same shall apply if this contract should contain a loophole, for its filling.

13.5 This agreement shall be governed by the substantive law of the Federal Republic of Germany, excluding private international law and the UN Convention on Contracts for the International Sale of Goods (CISG).

13.6 The exclusive place of jurisdiction and performance of this user agreement is Essen.

14. DEFINITIONS

In this user agreement, the following definitions shall apply:

The “SPONSORING TOOL” (“advertising management”) is a SERVICE that allows the ASSOCIATION to place advertising content of their choice on advertising banner in connection with their AUDIOVISUAL RECORDINGS. The SPONSORING TOOL is part of STAIGE PLUS and can be accessed through BACKSTAIGE.

ANNEX 1 and ANNEX 2 are schematic drawings and/or other instructional documents provided by STAIGE to CLUB for the proper installation and/or commissioning of the CAMERA SYSTEM at or after the conclusion of the contract.

“APPLICATION” for the conclusion of a user agreement is the contractual offer of a CLUB to STAIGE, specifying the desired CAMERA SYSTEM and the desired SERVICES as well as the necessary association data. The APPLICATION can be made in the traditional manner on paper or in the STAIGE online shop.

“ARCHIVING RIGHT” means the right to archive the AUDIOVISUAL RECORDINGS in whole and/or in part and/or image and/or sound components and/or other elements of the production in any technical form, to place them in collections and databases, to store them in a retrievable form and to use them in accordance with the transferring rights.

“AUDIOCOMMENTARY” is a SERVICE that allows you to create, send and save your own commentary on AUDIOVISUAL RECORDINGS. AUDIOCOMMENTARY is part of STAIGE PLUS and can be activated through BACKSTAIGE for activation.

“AUDIOVISUAL RECORDINGS” are recordings of moving images with sound at a CLUBs SPORTS EVENT produced by the CAMERA SYSTEM.

“BACKSTAIGE” is the user portal through which the CLUB can independently manage its CAMERA SYSTEM and its AUDIOVISUAL RECORDINGS as described in more detail in the USER MANUAL (recording schedule) and activate or deactivate other SERVICES. BACKSTAIGE can be reached at https://backstaige.com/. BACKSTAIGE may change this address at any time by notifying CLUB.

“EDITING RIGHT” is the right to edit the AUDIOVISUAL RECORDINGS, or the image and/or sound components and/or other elements in accordance with the transferred rights, by shortening, dividing, transforming, supplementing, inserting advertising/sponsorship (including betting providers, betting intermediaries, or similar organizations) and/or other image and/or sound materials, combining the production wholly or in part with other image or sound materials, and exploiting the editing in accordance with the transferred rights. This includes interactive uses.

“COACHING TOOL” (also “Staige Coach”), is a SERVICE for editing (including “tagging”, marking) AUDIOVISUAL RECORDINGS for sports analysis.

“SERVICES” shall include all components of STAIGE’s services other than the hardware. SERVICES are services that are provided by means of SOFTWARE, websites, platforms, apps, tools as well as any necessary, also analogue and manual substitute actions of STAIGE’s employees.

“Camera system” is the stationary or mobile camera described in detail in the application by the ASSOCIATION. A camera system can also be referred to by STAIGE using product designations such as “K2”, “K2M”, etc.

“CLAMBER EXPLOITATION” means the right to exploit and use the AUDIOVISUAL RECORDINGS and/or their image and/or sound components in excerpts, unedited or edited, in accordance with the transferring rights.

“CONNECTIVITY” means data transmission between the CAMERA SYSTEM and STAIGE’s SERVICES without additional internet connection and/or installations by obtaining and/or providing and/or installing and/or activating a SIM card of a third party provider for data transmission via mobile radio (in particular LTE) in the network of the (or another) third party provider. CONNECTIVITY is subject to deployment under suitable geographical and technical conditions and may be subject to further restrictions beyond STAIGE’s control.

“PAY-PER-VIEW” means a PAY-VALUE exploitation where end users are offered access for one Game only made available upon payment of the relevant fee.

“PAY EXPLOITATION” means an exploitation in which the offer in question is offered to the end users against payment and is made accessible to the end users only against payment of the required fee. In addition to the obligation to pay, a pay exploitation also requires that the transmission is encrypted, i.e. that the reception/retrieval of the offer in question provides for a technical access restriction (access control device) and that the end user can only receive/retrieve the offers after activation/registration in connection with the conclusion of a legally binding contract for the payment of the required fee.

“PAYWALL” means the SERVICE through which the CLUB may submit its content to PAY EXPLOITATION. PAYWALL is part of STAIGE PLUS and can be activated by the CLUB via BACKSTAIGE.

“BROADCASTING RIGHT” means the right to broadcast AUDIOVISUAL RECORDINGS by radio, such as sound and television broadcasting, cable broadcasting and/or similar technical means (e.g. electronic waves, optical signals, etc.) by means of analogue, digital or other transmission technology to the public, including all bandwidths, resolution standards, regardless of the compression method and/or data rate, via broadcasting, telecommunications and/or other services, encrypted or unencrypted, in whole and/or in part. This applies to an unlimited number of broadcasts and to all technical means, in particular terrestrial broadcasting systems, cable systems as well as satellite systems. The broadcasting right includes the possibility of multiplexing, i.e. the bundling of broadcast signals on transmission channels as well as addressed transmission, in particular via TCP/IP-based transmission systems or services. The broadcasting right is granted irrespective of the financing method of the broadcaster (commercial, non-commercial) and/or the structure of the legal relationship between broadcaster and receiver (with or without payment of a fee for the reception of the broadcaster, a programme package or an individual programme).

“SOFTWARE” means SERVICES marked as SOFTWARE in the Service Specific Special Conditions to which clauses 3.8 and 3.9 generally apply.

“SPORTS FACILITY” shall mean the sports facility of the CLUB specified by the CLUB within the scope of the APPLICATION for the conclusion of a user agreement or the sports facility at which a stationary CAMERA SYSTEM is installed for the first time for permanent use. In the case of a mobile CAMERA SYSTEM, the SPORTS FACILITY shall also be any other sports venue at which an official team of the CLUB competes.

“SPORTS EVENTS” means matches (or other competitions) and training sessions involving teams or athletes of CLUB or on the CLUB’s SPORTS FACILITY.

“STAIGE” is a legally protected trademark of STAIGE.

“STAIGE PLAYER” is a code module provided by STAIGE which enables CLUB to embed the AUDIOVISUAL RECORDINGS, in a form defined by STAIGE, inter alia on CLUB’s website (so-called player embedding).

“STAIGE PLUS” is a package of optional SERVICES for monetizing the CAMERA SYSTEM or AUDIOVISUAL RECORDINGS. STAIGE PLUS includes in particular the SPONSORING TOOL and the PAYWALL.

“STAIGE TV” is the platform accessible to the end user via the Internet on which the AUDIOVISUAL RECORDINGS are published live or on demand, free or behind the PAYWALL, in accordance with the settings and registrations of CLUB via BACKSTAIGE. STAIGE TV can be reached via https://staige.tv/. STAIGE may change this address at any time by notifying the CLUB.

“CONTROL TOOL” is the artificial intelligence that replaces the cameraman.

“USER MANUAL” means the explanatory and instructional document provided to CLUB by STAIGE at the time of or after the conclusion of the contract, in which the procedures, functions and setting options etc. of the CAMERA SYSTEM and the SOFTWARE are comprehensively described and explained. In the event that a USER MANUAL is not available or cannot be made available at the time of the conclusion of the contract or thereafter, STAIGE shall provide all information on functions and usage and setting options of its SERVICES on an individual basis upon request by CLUB.

“ASSOCIATION” means the national association of which CLUB is a member and in whose competitions CLUB participates.

“CLUB” shall mean the club specified in the order for the CAMERA SYSTEM and the APPLICATION for the conclusion of a user agreement, which shall become a contractual partner of STAIGE. The CLUB may also be a match operating company or other sports company. The conclusion of contracts with consumers (natural persons who are not acting within the scope of their commercial or independent professional activity) shall be excluded.

“RIGHT OF REPRODUCTION AND DISTRIBUTION” means the right to reproduce and/or distribute the AUDIOVISUAL RECORDINGS in whole and/or in part and/or any visual and/or audio components and/or other elements of the production in any manner in accordance with the Transferring Rights. Included is the right to reproduce and/or distribute in the form of individual images.

“EXPLOITATION RIGHTS” include the SENDING RIGHT, the RIGHT OF ACCESS, the RIGHT OF DISTRIBUTION, the RIGHT OF EDIT, the RIGHT OF CLAMP EVALUATION, the RIGHT OF ARCHIVING the AUDIOVISUAL RECORDINGS and the RIGHT OF ADVERTISING for and with the AUDIOVISUAL RECORDINGS. Also included is the right to collect match data of any form (master data, match information data, match event data, position data) from the AUDIOVISUAL RECORDINGS and to place them in a database and to make them accessible against payment. Furthermore, the right granted to STAIGE to broadcast the offer(s) on the basis of the contract live as a PAY-PER-VIEW via STAIGE TV for end users.

“ACCESSIBILITY” (“On Demand Right”,/”VOD”), i.e. the right to make AUDIOVISUAL RECORDINGS available to members of the public by wire and/or wireless means using any transmission technology, including any bandwidth, resolution standard, regardless of the compression method and/or data rate, with or without (intermediate) storage, via all services, encrypted or unencrypted, in whole or in part, on demand or by subscription, against payment or free of charge, in such a way that the production is accessible to them from places and at times of their choice.

Status 10.02.2023