General Terms and Conditions Website, Software and Hardware
I. General Terms and Conditions of FRAMEN GmbH for the Use of the Framen Platform for uploaded a third party Content
(Status: October 2021)
1.1. The following General Terms and Conditions (hereinafter referred to as "T&C") govern the relationship between FRAMEN GmbH (hereinafter referred to as "FRAMEN") and the registered user, who can upload and play their content and content from third parties provided by Framen via their connected screens on the Framen platform free of charge. The User may access, print, download, or save these T&C at any time at https://framen.com/terms.
1.2. The offers of FRAMEN are exclusively directed to companies in the sense of § 14 BGB (German Civil Code).
2.1. "Screen" as used in these T&C means a User's digital display panel connected to the Framen Platform.
2.2. The "Framen Platform" is a network accessible via the websites https://framen.com, https://framen.io, https://framen.tv, their subdomains on the Internet and/or via the mobile applications of the FRAMEN Photo App and FRAMEN Play App in the Google Play and Apple AppStore and/or digital signage via TV-Stick or APIs. The purpose of the Framen platform is to create, upload, and playout its own content for connected screens or to share it with other users. If the user does not have suitable software or TV sticks from FRAMEN installed on his screens, the use of the Framen platform is only possible to a very limited extent.
§3 Use of the FRAMEN platform
3.1. The use of the FRAMEN Platform Tools requires the User to register with FRAMEN and to set up a user account for the FRAMEN Platform Tools. The user is obliged to provide the data collected during registration truthfully and completely. In the event of a subsequent change in the data collected, the User shall update the relevant information without undue delay or - if this is not possible notify FRAMEN of the changes without undue delay.
3.2. By sending the online registration form to FRAMEN, the User is immediately redirected to the homepage of the Framen platform. Enabling access to the FRAMEN platform is equivalent to an express declaration of acceptance.
3.3. The User's access to the FRAMEN platform is only possible with the aid of the User's e-mail address and an individual password (hereinafter "Access Data"). The User shall keep the Access Data secret and protect it from access by unauthorized third parties. If the User loses the Access Data or if the User discovers or suspects that his Access Data is being used by a third party, he shall notify FRAMEN thereof without undue delay.
3.4. The FRAMEN platform enables the independent uploading of content, such as photos or videos, and playing it out on the user's screens.
§4 Rights of use
4.1. The user grants Framen a simple right of use to the content uploaded by him/her, limited in time to the duration of the contract, to fulfill the contract.
4.2. Furthermore, Framen grants the User a simple right of use, limited in time to the term of the contract, to the third-party content made available on the Framen platform by Framen to be able to play it on the screens of the Users.
§5 Obligations of the user
5.1. The user is responsible for ensuring that the content he or she makes available is designed in such a way that it does not violate any legal provisions and, in particular, complies with all applicable regulations relating to the protection of minors, the press, competition, data protection, criminal law, and media service law.
5.2. In the event of a breach of clause 5.1, the User shall indemnify FRAMEN upon first demand against all costs incurred by FRAMEN in connection therewith, including costs of legal defense incurred by FRAMEN. FRAMEN is not obliged to check the contents before uploading them to the Framen Platform.
5.3. Prior to the digital transmission of content, the user must ensure that the transmitted files are free of computer viruses. In particular, he is obliged to use commercially available protection programs for this purpose, which must be up-to-date in each case. If FRAMEN discovers sources of damage of the aforementioned kind on a transmitted file, FRAMEN shall no longer make use of this file and shall delete it, insofar as this is necessary for the prevention or limitation of damage, without the User being able to assert claims for damages in this connection. FRAMEN reserves the right to claim damages from the Client if FRAMEN has suffered damages as a result of such sources of damage infiltrated by the Client.
6.1. FRAMEN shall be liable for all damages suffered by the User, whether in contract or tort, in accordance with the following provisions:
a) In the case of gross negligence, the liability towards entrepreneurs shall be limited to the compensation of the typically foreseeable damage; this limitation shall not apply if the damage was caused by legal representatives or executive employees of FRAMEN.
b) In the event of simple negligence FRAMEN shall only be liable if an essential contractual obligation has been breached, a guarantee has been assumed or fraudulent misrepresentation has been made. Material contractual obligations are obligations the fulfillment of which is a prerequisite for the proper performance of the contract and on the observance of which the Client relies on and may rely upon. In such cases, liability is limited to the typically foreseeable damage. In the event of liability only for the typically foreseeable damage, there shall be no liability for indirect damage, consequential damage, or loss of profit.
6.2. All claims against FRAMEN arising from a breach of contractual duty shall become statute-barred one year after the statutory commencement of the limitation period unless they are based on intentional or grossly negligent conduct.
6.3. In the case of claims under the Product Liability Act and the case of injury to life, body, or health, FRAMEN shall be liable without limitation in accordance with the statutory provisions.
7.1. The free user agreement may be terminated by either party at any time without giving reasons. Termination shall be deemed to have occurred in particular if the User requests the deletion of his account or his user profile from Framen. In the event of termination, the User's registration and user profile shall expire. In this case, access to the Framen platform and its uploaded content is no longer possible.
7.2. The right to extraordinary termination for good cause remains unaffected.
§8 Data protection
The User is responsible under data protection law for the processing of personal data within the scope of content provided by him pursuant to Art. 4 No. 7 DSGVO. FRAMEN processes this personal data on behalf of and according to the instructions of the User in accordance with the order processing agreement (cf. Annex1).
9.1. Amendments and supplements to a concluded contract as well as deviations from these T&C must be made in text form. In the case of amendments and supplements to the contract, this also applies to the cancellation of the text form clause.
9.2. The contractual relationship shall be governed exclusively by the law of the Federal Republic of Germany. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.
9.3. If the Client is a merchant, a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction for all claims arising from the User Agreement shall be Berlin-Mitte. FRAMEN may, however, also sue the User at its general place of jurisdiction.
9.4 The terms of the GTC are a translation of the GTS in the German language and are for reference purposes only. In case of inconsistencies between the German text of these GTC and the English text version of the GTC, the German version prevails.
Annex 1 Order processing agreement (AVV)
§1 Subject matter of the agreement
1.1 FRAMEN processes personal data on behalf of the Customer according to the Customer's instructions in accordance with the following provisions.
1.2 The purpose and scope of the commissioned processing are specified in sections 1 and 2 of the T&C.
1.3 The type of data processed depends on what personal data is specifically uploaded by users on the FRAMEN platform. As a rule, this involves photos, videos, and links. In particular, account or access data are processed to enable access to the FRAMEN platform.
1.4 The duration of the commissioned processing corresponds to the duration of the use of the FRAMEN platform.
§2 General obligations of the user
2.1 Pursuant to Art. 4 No. 7 DSGVO, the User is the person responsible for the personal data processed in the context of his use of the FRAMEN platform.
2.2 The user shall inform FRAMEN immediately and in full if he discovers errors or irregularities with regard to data protection regulations when checking the results of the order.
§3 General obligations of FRAMEN GMBH
3.1 FRAMEN may process the data only within the framework of documented instructions in accordance with sections 1 and 2 of the T&C and these T&C.
3.2 If FRAMEN is of the opinion that a violation of the protection of personal data has occurred or that an instruction given by the User violates a law or other regulations on data protection, FRAMEN shall notify the User thereof. 3.3 FRAMEN shall provide the User with the information necessary for the register of processing activities pursuant to Article 30 (1) of the GDPR.
3.4 FRAMEN has appointed a data protection officer who can be reached at the following contact details: Tel.: +49 (30) 767 752 60 E-mail: firstname.lastname@example.org.
3.5 All persons who have access to the User's personal data in accordance with the order shall be bound to confidentiality pursuant to Art. 28 (3) b) DSGVO and shall be instructed on the special data protection obligations resulting from this order as well as on the existing obligation to follow instructions or to use the data for a specific purpose.
§4 Support obligations of FRAMEN GMBH
4.1 FRAMEN guarantees the protection of the rights of data subjects and supports the user to the necessary extent in responding to requests for the exercise of data subject rights in accordance with Art. 12 - 23 DSGVO.
4.2 FRAMEN shall support the User in carrying out data protection impact assessments in accordance with Article 35 of the GDPR and the resulting consultation with the supervisory authority in accordance with Article 36 of the GDPR to the extent necessary.
4.3 FRAMEN shall support the User with regard to ensuring the reporting and notification obligations in the event of data protection breaches within the meaning of Articles 33 and 34 of the GDPR.
§5 Information obligations of FRAMEN GMBH
5.1 FRAMEN shall inform the User without undue delay in writing of any disruption of operations, suspected data breaches pursuant to Art. 4 No. 12 DSGVO in connection with data processing, or other irregularities in the processing of data.
5.2 FRAMEN shall, in consultation with the User, take reasonable measures to safeguard the data and to mitigate any adverse consequences for data subjects, to the extent that the data breach was under its responsibility.
5.3 In the event of investigations by the data protection authorities at FRAMEN, the User shall be informed without undue delay, insofar as such investigations concern the subject matter of the contract.
5.4 If FRAMEN intends to process data of the User, including transfer to a third country or an international organization, without having been instructed to do so by the User, e.g. because it is required to do so by law, FRAMEN will inform the User without undue delay of the purpose, legal basis and data concerned, unless and to the extent that FRAMEN is prohibited by law from giving such notice.
§6 Security of processing
6.1 FRAMEN will implement the necessary security measures in accordance with Art. 32 DSGVO in order to ensure a level of protection appropriate to the risk and to safeguard the data against misuse and loss.
6.2 Alternative security measures are permitted, provided that the security level of the specified measures is not undercut. Significant changes shall be documented.
6.3 The User shall be notified immediately of any material changes. If the measures are changed in such a way that, in the opinion of the User, FRAMEN cannot guarantee an equivalent or higher level of protection of the data, the User shall be entitled to terminate the contract without notice after giving instructions to the contrary. The same shall apply in the event of failure to notify FRAMEN of such changes.
§7 Reviews including inspections
FRAMEN shall provide the User with all the information necessary to prove the obligations laid down in this contract. User shall be entitled to convince itself of the compliance with the technical and organizational measures by suitable third parties bound to professional secrecy before the beginning and during the commissioned processing, after timely registration at the business premises during the usual business hours without disturbing the business operations.
§8 Other processors
8.1 FRAMEN may award contracts to further processors (sub-processors) if it informs the User in advance in writing (e-mail is sufficient) about the involvement or replacement of new sub-processors and the User does not object within 4 weeks.
8.2 FRAMEN shall impose the same data protection obligations on the sub-processors as set out in this Agreement so that the processing complies with the requirements of the GDPR. If the sub-processor fails to comply with its data protection obligations, FRAMEN shall be liable to the User for compliance with the obligations of that sub-processor pursuant to Article 28 (4) sentence 2 of the GDPR.
8.3 In the event of subcontracting, the User shall be granted review rights in accordance with this Agreement at the Subprocessor by incorporating this Agreement. In particular, the User shall have a statutory right of instruction vis-à-vis the subprocessor in accordance with Article 29 of the GDPR.
8.4 Services that are used by third parties as an ancillary service to support the execution of the order shall not be deemed to be sub-processors. This includes, for example, telecommunication services, maintenance and user service, cleaners, auditors, or the disposal of data carriers.
§9 Cancellation and return
FRAMEN will delete the data immediately after the use of the FRAMEN platform has ended.