1    Terms of Use
1.1    These are the Terms of Use ("Terms") governing the usage of the digital signage content management system (hereinafter referred to as "CMS") which bears the name "QMBox” owned or operated by Quast Media LLC ("Quast Media"). By accessing or using the QMBox Content Management System, you the end user (“Customer”) agree to be bound by these Terms, as well as any additional service terms governing your use of a particular service, all of which are incorporated herein by reference.
1.2    IF YOU DO NOT AGREE TO ALL OF THESE TERMS, YOU SHOULD NOT USE THE QMBOX DIGITAL SIGNAGE CONTENT MANAGEMENT SERVICE.

2    Registration and Conclusion of the Agreement
2.1    By the ordering of the CMS service by the customer, the customer enters into a contract with Quast Media. The CMS service requires an effective registration of the customer with a valid email address; the customer must therefore have a customer account on the QMBox server.
2.2    The registration is confirmed by Quast Media by email. To accomplish this, a key is sent (string as a link to click) to the specified email address. Only by clicking on the link inside can the user unlock and finish the registration process. If the link is not confirmed within four (4) weeks, the entered data will be deleted.

3    Description of Services, Subject of the Agreement
3.1    All services provided by Quast Media in connection with the QMBox service are provided exclusively on the basis of these Terms and Conditions. The version valid on the date of the conclusion of the respective agreement is applicable.
3.2    Any provision that deviates from these Terms and Conditions, in particular, any Terms and Conditions requested by the Customer, are only valid if confirmed in writing by Quast Media.
3.3    QMBox offers various features to allow publishing of content on digital signage systems operated by the customer. Such content can either be “owned” content of the Customer or content chosen by customers. 
3.3.1    Quast Media offers a media database as part of QMBox to store content (e.g. texts, images or videos) (“Media-Database“). The Media-Database can be used to store content and files to be used in QMBox.
3.3.2    Quast Media offers QMBox as an ASP solution. The Customer therefore has access via its log-in data to the software running on a third-party server and providing the aforementioned functions; the Customer does not receive binaries that are to be installed locally or the source code of the solution. The use of QMBox requires internet access. The obligation to provide QMBox is fulfilled if the use of QMBox is available to the user for an annual (365 days) average of 98 % on the WWW-side output of the Quast Media router. Impairments for which Quast Media cannot be held responsible, in particular changes that the operator has made to the functionality of a service, or faults in transmission through the Internet, or faults in the Customer’s Internet connection, are not taken into account.
3.4    Within the framework of QMBox, Quast Media exclusively offers a license model based on the amount of purchased or activated device licenses. The user can find out about the device licenses activated in their account after logging into the CMS. They are located under the Settings submenu in the “My subscriptions” overview. The calculation of the monthly or yearly invoice amounts is always dependent on the number of device licenses activated in the customer's account and the software or software extensions selected.

4    License and Copyright of Quast Media Material
4.1    The acquisition of rights is contingent on the respective type of Quast Media material, as specified in this Sec. 3.
4.2    The User acquires a simple, fee-based right of use that is limited in time and subject-matter to texts and images. The User may use texts and images for temporary publication by way of reproduction. In this case, publication or electronic storage is limited to four weeks after delivery by Quast Media. The User is not permitted to edit texts or images, nor may the right of use be transferred or sublicensed.
4.3    The acquisition of rights to video material differs depending on the presentation on the platform, as follows: In the case of a permanent transfer in exchange for a one-time payment, the User acquires a simple, fee-based right of use for the respective video material. This right of use is perpetual, i.e., it does not depend on the duration of this agreement. However, it is limited in terms of subject-matter. The User may use video material for publication indefinitely by way of playback. However, in the case of a recurring payment, the User acquires a simple, fee-based right of use for the respective video material. This right of use is limited to the duration of the agreement and is limited in terms of subject-matter. In any case, the User may only edit video material and transfer rights of use (i.e., transfer the acquired right of use on a one-time basis, thereby losing the right to use the video material) if Quast Media expressly grants these rights for such video material in describing the same on the platform. By way of clarification, by transferring the right of use, the Customer can only transfer the right of use once and thus to a single third party. In any case, (multiple) sublicensing is prohibited.
4.4    The copyright to the entire Quast Media material remains the property of Quast Media or the third-party sources, in so far as such have been identified. Where no copyright notices are present, the User is obligated to display the copyright of Quast Media or the respective third-party sources conspicuously in appropriate locations. Furthermore, the User must use its best efforts to protect the copyright of Quast Media and/or the third-party sources from unauthorized use by third parties. Any use of the Quast Media material for other purposes and/or in another manner is prohibited. In the event of unauthorized use, duplication, alteration, editing, reconfiguration, or transfer of the material and failure to observe the copyright notice, the User must release Quast Media from any and all third-party claims resulting from the same. However, this will not affect the right of Quast Media and/or any third parties to assert claims for damages.
4.5    If images and/or video material are used without the templates created by Quast Media, the images and/or video material must be clearly and distinctly labelled with the copyright and/or agency notice “Photo: Quast Media” for images and “Video: Quast Media” for video material or with the agency notices duly included, in so far as copyright notices are not already present. As a rule, in the case of images and video material, only the simple right of use to the copyright is transferred. No representation is made that the holders of the rights to depicted works of fine or applied arts or the holders of trademarks and other proprietary rights have granted their consent to any public reproduction, in particular, for use in advertising. The User is responsible for obtaining the consent necessary in each individual case. In this respect, the User must hold Quast Media harmless from third-party claims and, as between the User and Quast Media, the User must bear all legal consequences of any violation of the law. Images and video material, particularly in which persons are identifiable, may only be used in conjunction with the accompanying text supplied by Quast Media. Quast Media material is not to be used in a manner that distorts or falsifies the original meaning. Any manipulation of images or video material that exceeds the normal amount of editing (clips, color corrections, technical quality improvement), any use that contradicts the message inherent in the material, any falsification, and any use that may result in the disparagement of the persons depicted are prohibited, and the User is liable for damages resulting from any such use. Quast Media assumes no liability in such cases. The use of fragments of Quast Media messages is prohibited.
4.6    Contractual penalty. If the User uses Quast Media material beyond the extent for which it is licensed, then the User is obligated to pay Quast Media a contractual penalty for every business day of unauthorized use. This penalty is calculated as follows: (i) in the case of permanent transfer that has been made in exchange for a one-time payment, 0.25% of the one-time payment, or (ii) in the case of a recurring payment, 0.25% of 12 times the last monthly license payment due under the agreement. The total contractual penalty to be forfeited is not to exceed 5% of the purchase price or 5% of 12 times the monthly license payment due. Quast Media has the right to claim the contractual penalty in addition to performance and as a minimum amount of the compensation owed by the User in accordance with law. The foregoing is without prejudice to Quast Media’s right to assert any additional losses.

5    Provision of the Content
5.1    The Customer may license Quast Media material in QMBox to access such material for publishing. Such licenses can be limited to a certain number of simultaneously used displays. Additionally, licenses are limited to the duration of this QMBox agreement but not exceeding twelve (12) months. Upon expiration of these twelve months, the license with regard to the respective Quast Media material shall be extended for additional twelve months at the Customer’s expense, unless the Customer unsubscribes at least three months prior to the twelve (12) month’s period in text form (email sufficient); due to organizational reasons, the term always extends to the end of the respective last month of the term, even if the purchase has been made in the middle of the month.
5.2    The User is fully responsible for retrieving the Quast Media material. The database and/or platform may be operated by Quast Media itself or by an agent. The Quast Media material, as content of the databases and platforms, is updated continuously. Quast Media is at liberty to modify, delete, or add to the existing content at any time. Databases and platforms may only be accessed with a valid username and password. The User is responsible for safeguarding the access data provided to it (user ID and password) and must treat such data confidentially. The User is prohibited from disclosing its personal access data to third parties, making it available to them in any form, or enabling third parties to access such data. The User itself is responsible for safeguarding the access data and for all retrievals made by means of this access. If the User becomes aware that the access data is being used in an unauthorized manner, the User must inform Quast Media of this situation immediately. If the access data is misused through a fault of the User, then the User is liable for the resulting loss. The availability of the databases and/or platforms will be at least 98% per month. However, Quast Media makes no warranty that any particular results can be achieved through their use. The details of database searches will be treated confidentially.
5.3    Quast Media assumes responsibility for the reliability and availability of the transmission channels and the correct transmission of the content in so far as the transmission channels are part of Quast Media’s infrastructure. The User is solely responsible for receiving actively transmitted services, retrieving Quast Media Material from the Quast Media website, and integrating and publishing the Quast Media Material.

6    Prices
6.1    The current prices for the QMBox hardware and software licenses are available upon request send to sales@quastmedia.com. 

7    Confidentiality
7.1    The Customer is responsible for the confidentiality of the log-in data and will keep these secret, will not pass them on without the prior written agreement of Quast Media (with the exception of the options envisaged in Clause 8.1), will not tolerate or facilitate any other noting of its log-in data by third parties, and will take the necessary measures to guarantee confidentiality.
7.2    In the event of any misuse or loss of the log-in data, or in the event of suspicion of such misuse or loss, the Customer will inform Quast Media by email at support@quastmedia.com.

8    Transfer of Rights
8.1    Quast Media grants to the Customer, as of the date of the provision of QMBox and for the duration of the agreement, the non-gratuitous, non-exclusive (simple), non-transferable, non-sub-licensable right to use QMBox on the server of Quast Media. For clarity it is noted that the Customer may not allow third parties any economically independent use thereof; however their access data may be made available to external service providers, such as advertising agencies or other third parties, as they perform tasks for the customer. 
8.2    Insofar as Quast Media provides new versions, updates or upgrades of QMBox during the term of the agreement, by implementing these on its own server, the above right of use applies in respect of such versions, updates or upgrades in the same way. However, Quast Media is not obligated to provide new versions, upgrades or updates if it is not absolutely necessary to do so for the purpose of rectifying defects.

9    Default
9.1    For the duration of any default of the Customer, Quast Media is entitled to block access to QMBox. In this case, the Customer is still obliged to pay the remuneration. The block will only be lifted when the customer is up to date with all payments.
9.2    If payment is delayed by the customer, Quast Media is entitled to block access to QMBox. In this case, the customer remains obliged to pay the remuneration. The block will not be lifted until the customer makes the outstanding payment amount. If the customer does not comply with their obligation to pay with a period of 21 days and three written requests (email suffices) or the payment method selected by them could not be used, Quast Media is entitled to terminate the agreement without observing any notice period and to require a lump sum compensation payable immediately in the amount of one quarter of the remaining monthly fee up to the expiry of the normal contractual term. The amount of damage is to be set higher if Quast Media proves the damage to be greater, or lower if the customer proves the damage to be less.
9.3    Quast Media reserves the right to assert further claims on the basis of delay in payment.

10    Adjustments, Service Modifications
10.1    Quast Media may perform additional services subject to an individual agreement in a particular situation. For the avoidance of doubt, Quast Media is not obliged to perform customizing services with regard to QMBox under this present agreement.
10.2    Quast Media may modify the services of QMBox at any time in any way that is reasonably acceptable to the Customer. Such modifications are reasonable if they become necessary for a reason for which Quast Media cannot be held responsible, for example, in the event of disruption of the provision of services by subcontractors or by the hosting partner, provided the performance characteristics as described in the summary of services and user documentation continues to be fulfilled. Quast Media will notify the Customer of the modification at least six (6) weeks before it comes into force, by letter or by email.
10.3    Irrespective thereof, Quast Media is entitled, at any time, to make amendments or additions to the range of services or parts thereof where these do not affect any significant parts of the agreement. Quast Media will notify the Customer of the amendment or addition not later than six (6) weeks before they come into effect, by letter or by email. The Customer can object to the changes by letter or by email within an appropriate period following receipt of notification of the change. If the Customer does not object, the amendments and additions become part of the agreement. In its notification concerning the change, Quast Media will expressly point out to the Customer the consequences of its behavior. If the Customer objects to the change in a timely manner, Quast Media can give ordinary notice of termination of the agreement per the next possible date.
10.4    In the event of breach of contract by the Customer, Quast Media can, without notice, suspend or block access to the provision of QMBox, without prejudice to any other claims, if the breach of contract has not been rectified following written notice setting a reasonable period for this purpose (written warning). Quast Media expressly reserves the right to assert further claims.

11    Liability
11.1    Irrespective of the cause of action, Quast Media’s liability shall be limited to damages caused by Quast Media, its employees or subcontractors due to willful misconduct, gross negligence or, in case of a violation of an essential contractual duty, simple negligence. Duties are being considered essential if necessary for the due execution of the contract so that the Customer can regularly expect proper observation.
11.2    If Quast Media is held liable for gross or simple negligence under Clause 13.1, Quast Media’s liability shall be limited to those typical damages that were reasonably foreseeable at the time the Agreement was concluded.
11.3    Quast Media’s liability for any damages caused by the breach of a specific guarantee or for damages to be compensated under the Product Liability Act and for damages due to loss of life, injury or prejudice to health remains unaffected.
11.4    Quast Media’s Liability for loss of data shall be limited to typical recovery costs which arise if backup copies are regularly made in appropriate relation to the risk of such loss.
11.5    In other respects, the liability of Quast Media – irrespective of the cause of action – is excluded. 

12    Contractual Term, Termination
12.1    The customer can choose between a monthly or an annual contract with regard to the duration of the contract. Additional information concerning the duration of contracts can be found in the CMS and described in point 3.4 of the General Terms and Conditions. In addition, the agreement can be terminated in writing for a serious reason by either party without observance of any notice period. A serious reason that would entitle Quast Media to terminate the agreement in this way is in particular if the Customer violates rights of use of Quast Media by using the software in an extent beyond what is permitted under this agreement, or enters illegal content that would justify a fine or penal sanctions or violate the general right of privacy, and/or does not cease such violation within a reasonable period following a warning issued by Quast Media.
12.2    Termination must be made in writing to sales@quastmedia.com. By termination with a notice period of at least one day, all subscriptions of the respective account are irrevocably deleted and upon deletion of the account, all data and settings associated with the account are irrevocably deleted
12.3    In the event of termination, Quast Media will disable access. The customer must give up the use of the software.