Terms and Conditions
for the Use of Ignite Video and Additional Services
1.1 These General Terms and Conditions (the “Ignite GTC”) apply to all contracts between Ignite Video GmbH, Immermannstraße 59, 40210 Düsseldorf ("Ignite") and the contracting party (the "Customer") concerning the paid provision of the Ignite Video platform as SaaS (the “Service”) and for additional services to assist the Customer in using the Service (“Additional Services”). Ignite and the Customer are each referred to individually as a “Party” and collectively as the “Parties.”
1.2 The specific features of the Service, the Additional Services ordered by the Customer, and the remuneration to be paid by the Customer for the provision of the Service and the Additional Services are set out in the order form (the "Order Form"), which incorporates these Ignite GTC.
1.3 The Order Form, these Ignite GTC, and any incorporated annexes together form the "Service Agreement." The following order of precedence applies: (1) the Order Form, (2) these Ignite GTC, (3) incorporated annexes.
1.4 The Service Agreement is concluded upon confirmation of the Customer's order by Ignite, which is not obligated to provide such confirmation. Ignite offers the Service and corresponding Additional Services exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB) and reserves the right to request proof of the Customer's entrepreneurial status.
1.5 The provisions of the Service Agreement also apply to changes to the Service that Ignite makes during the contract term, including patches, updates, upgrades, or other modifications of the Service (collectively, "Updates"). In the event of significant changes that materially affect the purpose of the contract, the Customer has the right to terminate the contract extraordinarily.
1.6 The Customer's general terms and conditions do not apply, except where Ignite expressly agrees to their applicability, at least in text form.
2.1 Ignite provides the contractual services in the agreed quality and with the agreed availability. Service times and deadlines are non-binding unless explicitly agreed otherwise in the Order Form.
2.2 Ignite may use subcontractors (e.g., hosting providers) to perform the services. Ignite is liable for subcontractors as if performing the services itself (see Section 13).
3.1 Ignite provides the Customer with access to the features of the Service during the contract term, within the scope of the promised availability (see Section 5), for use over the internet. In general, the features of the Service can be accessed worldwide via the internet. The Customer also receives access to the current version of the electronic user manual for the Service.
3.2 Ignite grants the Customer the ability to use the Service by creating an account for the Customer and providing access credentials or allowing the Customer to set up access credentials independently. The Customer shall establish access credentials exclusively for persons authorized to use the Service on their behalf ("Authorized Users"). The Customer shall ensure that only Authorized Users have access credentials and access to the Service. The Customer shall obligate each Authorized User in advance to treat access credentials confidentially and comply with the usage permissions and restrictions in accordance with Section 6.
3.3 Any unauthorized use of the access credentials and the Service, including unauthorized use contrary to the contract, is deemed to be performed on behalf of the Customer vis-à-vis Ignite, unless the Customer is not responsible for such unauthorized use. If the Customer becomes aware of unauthorized access to the credentials or the Service, the Customer must inform Ignite without undue delay, at least in text form, and change or have the access credentials changed.
4.1 The Service includes features for providing and playing video content (VoD).
4.2 The Customer acknowledges and agrees that the contractual use of the Service requires compliance with Ignite’s communicated, current technical minimum requirements and a sufficiently robust internet connection.
4.3 Ignite may update or otherwise modify the Service at any time, without the Customer’s separate consent, particularly to adapt to changes in the legal landscape, technical developments, or to improve IT security. Ignite will reasonably consider the Customer’s legitimate interests in such changes. Where necessary and feasible, the Customer will assist in implementing such changes, such as by re-entering credentials or making simple adjustments to their systems.
5.1 Unless otherwise agreed in the Order Form, Ignite guarantees a minimum availability of the Service of 99.9% on an annual average basis.
5.2 The Service is considered unavailable when essential functions of the Service or the entire Service cannot be accessed. The relevant point of reference is the internet node of the data center from which the Service is provided.
5.3 The commitment to minimum availability in Section 5.1 excludes (i) downtimes due to maintenance or care of the hardware or software used to provide the Service, including the installation of updates, (ii) disruptions to availability caused by factors outside of Ignite's direct control, such as force majeure or third-party attacks on the infrastructure used to provide the Service, and (iii) periods when Ignite restricts or suspends access to the Service in accordance with Section 9.
5.4 If necessary, maintenance and care may also be carried out by Ignite on weekdays. Ignite will endeavor to minimize Service downtime due to maintenance and care.
6.1 Ignite grants the Customer the right to access and use the Service over the internet through Authorized Users during the contract term. This includes the Customer's right to use the Service to make Customer Content (see Section 8.1) available to third parties, both publicly and non-publicly, such as through VoD.
6.2 The Customer is not entitled to use the Service beyond the scope of Section 6.1. In particular, the Customer is not permitted to:
a) rent, sub-license, or otherwise make the Service available to third parties for a fee without Ignite's separate consent;
b) take or encourage actions that could disrupt or damage the Service, or that could temporarily or permanently impair or prevent other customers from using the Service;
c) input, upload, store, or otherwise process Customer Content in violation of Section 8.3 using the Service.
The Customer’s legally mandatory rights remain unaffected.
6.3 The Customer shall promptly notify Ignite, at least in text form, if they become aware of a violation of this Section 6.
7.1 The Customer shall designate a knowledgeable contact person and a deputy for the execution of the Service Agreement. The contact details may be stored and updated in the account management interface.
7.2 The Customer shall provide Ignite, upon reasonable request, with all necessary information from the Customer’s domain in full and within a reasonable timeframe for the execution of the Service Agreement. The Customer is obligated to provide complete and accurate data and to notify Ignite of any changes without delay. This particularly applies to address data, bank details, phone numbers, and email addresses.
7.3 Ignite may send information and statements regarding the contractual relationship to the email address provided by the Customer. The Customer shall regularly check the email address provided to Ignite as the contact address.
7.4 The Customer bears sole responsibility for the functionality and adequate capacity of their internet connection to access the Service.
7.5 The Customer is obligated to configure their systems and programs in such a way that the security, integrity, or systems used to operate the Service are not compromised. The Customer is solely responsible for the security of their own systems and their protection against malware and attacks. The Customer shall continuously implement appropriate and reasonable measures to mitigate the potential impact of disruptions or defects in the Service, which includes regularly backing up Customer Content.
7.6 The Customer shall only use the Service within the legally permissible framework and comply with all applicable legal and regulatory requirements.
7.7 The Customer shall perform all necessary cooperative actions at their own expense, promptly, fully, and professionally.
8.1 The Customer is solely responsible for the images, videos, information, logos, and other content entered, uploaded, stored, or otherwise processed by them or on their behalf using the Service (“Customer Content”). Ignite assumes no liability for any content uploaded or provided by the Customer, particularly not for any copyright infringements or other violations of third-party rights.
8.2 By entering, uploading, storing, or otherwise providing Customer Content, the Customer grants Ignite a non-exclusive, irrevocable, worldwide right to use the Customer Content to fulfill and perform the Service Agreement, including reproduction, processing, and display. Ignite may exercise this right through third parties, such as subcontractors (e.g., hosting providers). If the Customer is unable to grant this right themselves, they shall procure the necessary rights for Ignite.
The Customer warrants that they hold all required rights to the Customer Content, including image, trademark, and copyright rights, and that all necessary consents and approvals, particularly for the processing of personal data, have been validly obtained.
8.3 The Customer warrants and ensures that:
a) neither the Customer Content itself nor its entry, storage, retrieval, or processing infringes any third-party rights (including copyrights, personality rights, and industrial property rights) or violates applicable law;
b) Customer Content is neither wholly nor partially glorifying violence, shocking, discriminatory, inciting hatred, degrading, racist, extremist, sexist, or otherwise immoral, criminal, abusive, threatening, defamatory, or offensive, nor does it incite criminal, immoral, or harmful behavior;
c) the Customer has validly obtained and maintains all necessary third-party consents and approvals for the entry, storage, and processing of Customer Content, including any required data protection consents; and
d) Customer Content does not contain or spread viruses or other malware.
8.4 The Customer shall not enter, upload, store, or otherwise process Customer Content contrary to Section 8.3 using the Service, nor shall they tolerate such actions. If the Customer becomes aware that Customer Content is stored or otherwise processed in violation of Section 8.3, they shall notify Ignite without undue delay and coordinate further actions. Ignite’s rights and claims under this Section 8.4 remain unaffected.
8.5 The Customer is solely and fully liable for any claims made by third parties in connection with Customer Content against Ignite or any subcontractors. At the request of Ignite, the Customer shall assume the out-of-court and judicial defense of any third-party claims made in connection with Customer Content against Ignite. Ignite’s right to defend itself remains unaffected. The Customer may only conduct negotiations, settlements, or legal proceedings that affect Ignite with Ignite's prior consent. The Customer shall bear the costs of defending against any claims made in connection with Customer Content, including reasonable legal defense costs. All other rights and claims of Ignite remain unaffected.
9.1 If Ignite has reasonable grounds to suspect that the Customer’s access credentials are being misused or used contrary to the contract, Ignite may suspend and replace such access credentials.
9.2 Ignite may temporarily suspend the Customer's access to the Service (i) while the Customer is in material default on agreed payments or (ii) if the Customer's systems act or react in a manner contrary to normal operations, thereby impairing the security, integrity, or availability of the Service. Ignite may also suspend the Customer's access to the Service if the debit of due payments from the Customer’s account fails three times (see Section 12.5), i.e., the payments are not successfully credited to Ignite’s account; the suspension may remain in place until the outstanding amounts are fully paid.
9.3 If Ignite has reasonable grounds to believe that the Customer has entered or processed Customer Content in violation of the contract, particularly in breach of Section 8.4, Ignite may inform the Customer and give them the opportunity to either (i) remove the relevant Customer Content or (ii) demonstrate that the entry and processing are contractually compliant. If the Customer fails to meet either of these options within a reasonable period, Ignite may remove or block the Customer Content.
9.4 Ignite will reasonably consider the Customer’s legitimate interests when deciding and implementing the above measures.
9.5 All other rights and claims of Ignite, particularly rights of retention and termination, remain unaffected by this Section 9.
10.1 Ignite guarantees the contractual provision of the Service in line with the agreed availability. Ignite shall remedy any defects in the Service within a reasonable period after receiving proper notice of the defect from the Customer. The remedy may also be provided through an update.
10.2 If the Customer is partially or wholly deprived of the contractual use of the Service due to a defect in title, Ignite may, at its discretion, remedy the defect by either:
a) procuring the necessary rights for the Customer to use the Service as contractually agreed, or
b) modifying the Service so that the third-party right no longer impairs the Customer's use of the Service.
Ignite shall reasonably consider the Customer’s legitimate interests in this process.
10.3 In all other respects, the provisions of Sections 535 et seq. of the German Civil Code (BGB) apply to defects in the Service, provided that the strict liability for defects present at the time of contract conclusion under Section 536a, paragraph 1, sentence 1 of the German Civil Code (BGB) is excluded. The provisions of Section 5 regarding Service availability apply.
10.4 If a third party asserts a claim against the Customer for infringement of rights in connection with the Service, the Customer shall promptly inform Ignite in text or written form. Ignite will reasonably assist the Customer in defending against the claim and – to the extent legally and data protection law permits – provide relevant information. Ignite’s obligation to remedy defects according to Section 10 remains unaffected.
11.1 If Additional Services are agreed upon, the provisions of this Section 11 shall apply. Additional Services may include training and instruction for Authorized Users, application support via email or other designated communication channels, or other advisory services by Ignite to assist the Customer in setting up or using the Service.
11.2 If the Parties agree on support for using the Service as an Additional Service, the Customer may contact Ignite via the designated communication channels for support inquiries within a reasonable scope. Ignite shall ensure that support inquiries are addressed during Ignite's business hours and shall respond to support inquiries within a reasonable time.
11.3 If training is agreed upon as part of the Service, the Customer is solely responsible for ensuring that participants attend the agreed training on the specified date and time. Ignite is not obligated to offer additional training sessions if participants do not attend.
11.4 To the extent intellectual property rights arise during the provision of Additional Services, Ignite grants the Customer a non-exclusive, non-transferable, and non-sublicensable right to use the work result during the term of the contract in connection with the functions of the Service.
11.5 Ignite shall perform Additional Services with the care of a diligent merchant. Ignite is not obligated to achieve or provide specific results or success.
12.1 The Customer is obligated to pay (i) one-time fees, (ii) ongoing, non-usage-based fees, and (iii) usage-based fees.
12.2 The prices valid at the time of contract conclusion shall apply according to Ignite’s price list unless the Parties agree on different prices in text or written form. All fees are exclusive of statutory VAT at the applicable rate.
12.3 One-time fees, such as setup support, are payable together with the first non-usage-based fee for the Service. Ongoing non-usage-based fees are payable monthly in advance, unless a different billing period has been agreed. Usage-based fees are payable by the Customer after the end of the month to which the usage-based fee relates.
12.4 The Customer agrees that Ignite may send invoices in PDF format by email to the email address provided in the Customer’s account. No additional postal delivery will occur.
12.5 Invoices are due upon receipt. If the Customer has granted a direct debit mandate or pays by credit card, amounts will be debited by Ignite no earlier than when due. The Customer is responsible for ensuring sufficient funds in the specified account. Fees and processing costs resulting from the reversal of due payments shall be borne by the Customer, amounting to at least EUR 20 if the reversal is due to the Customer's responsibility. Ignite may claim higher costs, and the Customer may demonstrate lower costs. If the Customer revokes consent for direct debit, Ignite may charge a reasonable processing fee for administrative handling.
12.6 Ignite may reasonably adjust the usage-based and non-usage-based fees payable by the Customer during the contract term without the Customer's separate consent. Reasons for an adjustment may include changes in energy costs, personnel costs, license costs for third-party software or services, or changes in other infrastructure costs related to the development, provision, and/or maintenance of the Service or the hardware or software used for the Service. Ignite will inform the Customer of any intended fee adjustment and the date of its entry into force at least sixty (60) days in advance. If an increase in fees is announced, the Customer may terminate the Service Agreement with thirty (30) days' notice to the change date; Section 14 remains unaffected.
13.1 Ignite is liable without limitation in cases of willful misconduct, gross negligence, and in the event of culpable injury to life, body, or health.
13.2 In cases of slight negligence, Ignite is only liable for breaches of material contractual obligations, i.e., obligations whose fulfillment is essential for the proper performance of the contract, or breaches that jeopardize the achievement of the contract's purpose and whose compliance the Customer may regularly rely on ("Cardinal Obligations"). In such cases, Ignite’s liability is limited to the foreseeable, contract-typical damages at the time of contract conclusion.
13.3 Ignite is not liable for indirect damages, such as lost profits, loss of data, or production downtime.
13.4 The foregoing limitations of liability do not apply to claims under the German Product Liability Act or in the context of written guarantees.
13.5 Section 13 also applies in favor of Ignite’s employees, representatives, organs, and subcontractors.
13.6 The Parties are obligated to maintain business liability insurance that covers personal injury, property damage, and financial losses. Should changes arise concerning the business liability insurance during the contract term, the Parties must notify the other Party without undue delay, at least in text form.
14.1 The Service Agreement enters into force on the date specified in the Order Form and terminates in accordance with the following provisions (the "Contract Term").
14.2 The Service Agreement may be entered into on a monthly, annual, or individually agreed-upon term basis. For monthly terms, either Party may terminate the contract at any time without notice, effective at the end of the respective month, unless otherwise specified in the Order Form. For annual or individually agreed terms, either Party may terminate the contract by giving one (1) month’s notice before the end of the respective contract term unless otherwise specified in the Order Form. Termination during the current contract period is excluded.
14.3 The right to terminate for good cause remains unaffected. Good cause for Ignite includes, in particular, if:
a) the Customer repeatedly uses the Service beyond the scope of their rights or violates agreed usage restrictions under Section 6;
b) the Customer has initiated a dissolution, liquidation, or insolvency procedure, has ceased business operations, or is insolvent.
14.4 Terminations must be made in text form to be effective.
15.1 "Confidential Information" of a Party includes competitively sensitive know-how, information designated as confidential, or otherwise recognizable as confidential based on an objective recipient's perspective, as well as trade secrets. Confidential Information also includes the commercial terms of the Service Agreement.
15.2 The Parties shall:
a) treat Confidential Information received during the initiation or execution of the Service Agreement as confidential and use it solely for the performance of the contract;
b) not disclose or make Confidential Information accessible to employees or third parties unless this is strictly necessary for the contract's performance (need-to-know) and only if those employees or third parties are bound by confidentiality;
c) protect Confidential Information from access by unauthorized persons through appropriate and reasonable measures (e.g., access control, encryption).
15.3 Section 15.2 does not apply to Confidential Information that:
a) a Party receives or has received lawfully from third parties, in particular without breaching a confidentiality obligation;
b) was already publicly known at the time of contract conclusion or subsequently became publicly known without breaching the obligations contained in this contract;
c) was already in the possession of a Party before the start of the business relationship and was not subject to a confidentiality obligation; or
d) was developed independently by a Party.
The Parties are also entitled to use and disclose Confidential Information to the extent they are legally or regulatorily obliged to do so. In such cases, the Party concerned will promptly inform the other Party in writing of the extent and basis of the use or disclosure.
15.4 This confidentiality obligation remains in effect for an additional three (3) years beyond the contract term.
16.1 If Ignite processes personal data on behalf of the Customer as part of the service provision, this is done in accordance with the data processing agreement ("DPA") between the Parties. The DPA takes precedence in its scope of application.
16.2 The Customer bears sole responsibility for the legality of the processing of personal data and compliance with the applicable data protection laws, particularly the proper information of data subjects (Art. 12 et seq. GDPR).
16.3 The Customer indemnifies Ignite in full from any claims, as well as from any court and regulatory measures and sanctions, in connection with the processing of personal data, except where Ignite alone is responsible for the unlawful processing and has acted contrary to the Customer’s instructions. The Customer’s liability includes the reimbursement of reasonable legal defense costs. All other rights and claims of Ignite remain unaffected.
17.1 During the agreed trial period ("Trial Period"), the provisions of this Section 17 take precedence over the other provisions of the Service Agreement. The Customer is not required to pay usage fees during the Trial Period.
17.2 During the Trial Period, the Customer is only permitted to access the Service over the internet to test the features of the Service through Authorized Users who are employed by or contracted to the Customer, in deviation from Section 6.1. The Customer is not allowed to use the Service beyond this scope. In particular, the Customer is not permitted to use the Service for third-party purposes or allow third parties to access the Service or its features during the Trial Period.
17.3 The Customer acknowledges and agrees that the Service may be unavailable, restricted, subject to significant interruptions, and/or faulty during the Trial Period. Ignite does not guarantee the availability of the Service during the Trial Period. Section 5 does not apply.
17.4 During the Trial Period, Ignite is liable according to the provisions of the German loan agreement law (Sections 598 et seq. of the German Civil Code (BGB)). Sections 10 and 13 do not apply beyond this.
17.5 The Trial Period ends automatically upon the expiration of the agreed duration. The Customer may terminate the Trial Period early at any time via the functionality provided in the Service. If the Customer does not subscribe to a paid plan or package during the Trial Period, access to the Service will be restricted to the option to select and subscribe to a paid plan after the Trial Period ends. The Trial Period will not automatically convert into a paid contract. The Customer will be informed of this option before the Trial Period ends, for example, via email or through a notification within the Service.
17.6 During the Trial Period, either Party may terminate the Service Agreement without notice and with immediate effect.
18.1 The Service Agreement and all claims and rights arising from or in connection with it are subject to the laws of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded. The exclusive place of jurisdiction for all disputes between the Parties arising from or in connection with the Service Agreement is Düsseldorf, Germany.
18.2 The Service Agreement constitutes the final agreement governing all rights and obligations of the Parties concerning the subject matter. No side agreements exist at the time of contract conclusion.
18.3 Unless otherwise agreed, amendments and additions to the Service Agreement must be in text form. This also applies to any waiver of this form requirement. Section 4.3 remains unaffected.
18.4 The Customer may only offset claims against Ignite with claims that are undisputed, legally established, or ready for decision, and may only exercise a right of retention based on such claims.
18.5 The Parties may only assign or transfer claims or rights arising from the Service Agreement with the consent of the other Party. Section 354a of the German Commercial Code (HGB) remains unaffected.
Effective Date: October 1, 2024