§ 1 Scope

(1)These General Terms and Conditions (“GTC”) govern the use of all services in connection with the tridooh Ads Manager (“TAM”) (https://tridooh.com) of the tridooh sole proprietorship.

(2)The TAM is a web application that allows registered users to create so-called digital-out-of-home campaigns (“DOOH” or “campaigns”) by uploading videos and images, which are then displayed on the public displays operated by tridooh.

(3)Using the TAM requires registering a user account by providing an email address and password on the tridooh registration website. A username is also set up, which is used to address the user in their TAM account and on invoices for services rendered within the framework of the TAM, unless the company name is used. Using the user account is subject to the provisions of §§ 2 and 3 of these GTC.

(4)After successfully registering on the TAM as a user (“user” or also “client”), the user can create campaigns for the playback of content on tridooh’s displays by entering an internal campaign name, a start and end date, a selection of displays in the public space, as well as one or more images/videos and finally setting the playback frequency. Based on this input, a price is calculated and displayed to the user. After paying for the service, the client receives a booking confirmation. Subsequently, the uploaded content is subjected to a review process and an optimization of the display size for the tridooh displays (“advertising space” or “advertising medium”). If the review process is successful, the campaign content is copied to the tridooh displays and played out according to the booking (“advertising campaign”). §§ 2 and 3 of the GTC apply within the framework of using the aforementioned services.

§ 2 Availability of the TAM

(1)Theuserregistersbyenteringtherequesteddataintheinputmask.Thentheusermustentertheemailaddressasusernameandapassword.

(2)The user is responsible for keeping the username and password confidential.

(3)The user may only use the TAM offer without violating the tridooh Content Rules in the appendix to these GTC. In particular, they will keep their username and password for accessing the TAM confidential, not disclose them, not tolerate or allow any knowledge of them, and take the necessary measures to ensure confidentiality and notify tridooh in case of misuse or loss of this information or corresponding suspicion.

(4)The services offered on the tridooh website and the user account are generally available 24 hours a day (hereinafter “operating time”).

(5)The operating times exclude times when data backups are performed and system maintenance or program maintenance or work on the system or database is carried out.

(6)tridooh is entitled to carry out these work also during operating hours, insofar as it is necessary in the interest of the user. This can lead to disruptions in data retrieval, which tridooh will keep to a minimum.

§ 3 Obligations as a Platform User

(1)TheuserisprohibitedfromuploadingcontentaspartofacampaignthatviolatesthetridoohContentRulesintheappendixtotheseGTC,theseGTC,orapplicablelaw.

(2)If the content transmitted to tridooh by the user for playback violates laws or the tridooh Content Rules in the appendix to these GTC, tridooh reserves the right to:

delete and modify the content transmitted by the user to eliminate the violation, not play out content in the event of a violation temporarily or permanently, and

temporarily or permanently block the user account at TAM. The restriction of performance according to § 3 paragraph 2 sentence 1 GTC and/or its exclusion is limited to individual, separable partial services, as far as possible.

(3)If the user’s behavior or their content in connection with the TAM violates laws or tridooh Content Rules in the appendix to these GTC and tridooh is claimed for this, the user is obliged to indemnify tridooh from any claims of third parties (e.g. claims for damages and claims for legal prosecution costs) and to reimburse the costs incurred in this regard.

(4)If tridooh is asserted against out-of-court or judicially, the user is obliged to support tridooh in clarifying the facts in relation to tridooh if their data (in particular user account data, billing data, booking data) is affected.

§ 4 Conclusion of contract

(1)Thepresentation ofthe services andthe granting ofthe possibility tobook does notconstitute a bindingoffer from tridooh.

(2)If the user books a campaign on the TAM, tridooh will send them an email to the email address provided by the user after successful payment, with which tridooh confirms the booking and lists its details (booking confirmation). Booking the service according to § 4 paragraph 2 sentence 1 of the GTC constitutes a legally binding offer by the user. A contract only comes into being with the receipt of the booking confirmation.

§ 5 Prices and payment

(1)TheindicatedpricesarefinalpricesincludingVAT.Theamountvalidistheoneshownatthetimeofthebindingorder.

(2)Payment is made before the content is played out within the Federal Republic of Germany via the Stripe payment service.

(3)With successful booking, the user will be issued an invoice in electronic form (in PDF format by email). The user expressly agrees to receive it in electronic form.

§ 6 Rights in case of defects

(1)In the event of non-execution, interruption, premature termination, delay, defective execution or other disruption of the advertising campaign for reasons for which tridooh is responsible, tridooh will, instead of the impaired advertising space, at the discretion oftridooh:

offer a replacement campaign on another, comparable advertising space, or

carry out the playback by extending the advertising campaign on the remaining available advertising spaces, which is located in the distribution area specified by the client, or issue a credit to the user.

(2)The client is aware that slight deviations in color perception can occur with digital advertising spaces, which are caused, for example, by short-term changes in environmental influences (e.g. weather changes). Such deviations do not constitute a defect. Furthermore, minor display errors that do not impair the recognizability of the displayed content and do not exceed 5% of the respective advertising space are not considered a defect.

(3)tridooh is entitled to reject orders – including individual calls within the framework of an order – due to the content, origin or technical form according to uniform, objectively justified principles (see § 3 of the GTC) or to temporarily or permanently stop already started campaigns. tridooh also has the right to reject or terminate a campaign if the placement of the content on the tridooh is not reasonable for technical or operational reasons.

§ 7 Liability

(1)tridooh assumes no responsibility for the uploaded and played out content by tridooh. The client is solely responsible for the content of the campaign, as well as for the advertised website or the advertised product. The presentation of a campaign on tridoohdisplaysdoesnotmeanthattridoohagreeswiththedisplayedcontent,
eveninthecaseofillegalcontent.LiabilityliesexclusivelywiththeuserwhouploadedthecontenttotheTAM.

(2)No guarantee is given for the constant and uninterrupted availability of the platform. Even with the greatest possible care, technically caused downtimes cannot be excluded. Liability for this is excluded.

(3)Excluded from liability are disruptions caused by defects or interruptions of the end devices used by the client or the communication paths from the user to the tridooh server.

(4)In case of slight negligence, tridooh is only liable for the violation of essential contractual obligations and is limited to foreseeable damage. This limitation does not apply in case of injury to life, body or health. tridooh is not liable for other damages caused by slight negligence in connection with the TAM.

(5)The personal liability of legal representatives, vicarious agents and employees of tridooh for damages caused by slight negligence is excluded.

(6)No party is liable for delays or non-fulfillment of its obligations if these delays or non-fulfillment are due to force majeure events, including but not limited to natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes or lack of labor or materials. In the event of force majeure, the affected party must inform the other party immediately in writing and take all reasonable measures to mitigate the effects of such an event.

§ 8 Offset

The user only

has a right to offset if their counterclaims have been legally established or are undisputed by tridooh.

§ 9 Right of retention

The user can only exercise a right of retention if their counterclaim is based on the same contractual relationship.

§ 10 Intellectual property rights

(1)The userdeclaresandguaranteesthattheyhavesolecontrolovertheuploaded content,inparticularallnecessarycopyrights,ancillarycopyrightandotherrightsfor processingandplaybackbytridooh.Excludedarerightsthatmustbesettled viaGEMAorothercollectingsocieties.

(2)By uploading content to the TAM for optimization and playback by tridooh, the user grants tridooh the right to modify the content for the best possible presentation and to play it out at the agreed times and locations on the connected displays, as well as to make it available in the archive area for 30 days after playback.

(3)If the user does not have sole control over the content to be uploaded, they are obliged to obtain the consent of all other rights holders before uploading. At the request of tridooh, the user must provide proof of this consent

§ 11 Data Privacy

tridooh collects, processes and stores personal data of users in accordance with the applicable data protection laws, in particular the GDPR. User data is used exclusively to provide the services offered on the website and to fulfill contractual obligations. tridooh takes appropriate technical and organizational measures to protect user data from unauthorized access, loss or alteration. Users have the right to access, rectify or delete their personal data. Further information can be found in tridooh’s privacy policy.

§ 12 Final provisions

(1)All contracts or disputes arising out of or in connection with these GTC between the user and tridooh are exclusively subject to the law of the Federal Republic of Germany. Mandatory provisions of the state in which the user has their habitual residence remainunaffected.Thepartiesagreetoinitiallyattempttosettledisputesoutofcourtbeforetakinglegalaction.

(2)If the user does not have a place of residence in the Federal Republic of Germany contrary to their information when placing the order or if they relocate their place of residence abroad after conclusion of the contract or is unknown at the time of filing the lawsuit, the place of jurisdiction for all disputes arising from and in connection with tridooh is Berlin.

(3)tridooh can propose changes to the GTC to the user at any time. Changes will be communicated to the user in text form (e.g. by email) at least 14 days before the proposed effective date. Consent is deemed to have been given if the user does not object to the changes in text form before the proposed date. In case of rejection, the user has a right to terminate the contract without notice and free of charge until the effective date. tridooh will draw the user’s attention to the right of objection, the deadline and the possibility of termination in the notification of changes. The amended GTC will also be published on the tridooh website.

(4)If individual provisions of these GTC are or become wholly or partially invalid or void, the validity of the remaining provisions shall remain unaffected. The parties undertake to replace the invalid or void provision with an effective provision that comes closest to the intended economic purpose. The same applies to any gaps in these GTC.

(5)Changes or amendments to these GTC must be made in writing.

tridooh Content Rules:

Unacceptable topics:

The depiction and marketing of illegal products and activities on the advertising spaces is generally not permitted. The following is a list of some unacceptable topics, but is not exhaustive: The following are prohibited in particular:

Pornographic, vulgar or obscene, harassing or otherwise offensive content.

Criminal content (in particular incitement to hatred, insult, defamation, threats) or the depiction of criminal behavior (such as drug consumption). Depiction and advertising of content with endangered animal species or demonstrably nature-damaging behavior.

Content that infringes on the rights of third parties (in particular personal rights, copyrights, trademark rights, patent rights or other rights of third parties). Content about weapons.

Advertising for gambling. Topics with restrictions:

Advertising for alcohol is only permitted to a limited extent. Minors must not be addressed in connection with alcohol and its consumption or shown consuming alcoholic beverages. People must not be associated with alcohol consumption with risky (e.g. driving, operating heavy machinery), antisocial or illegal activities. Advertising for religions and churches is also only permitted to a limited extent, as are events in connection with religions. Advertising for sects and cults is not permitted.

August 2024