Terms & Conditions

1. Scope

2. Registration

3. Project

4. Purchasing

5. Delivery

6. Use of GLMT Products

7. Software

8. Use of GLMT Forums and Social Media

9. Payment

10. Vouchers

11. Warranty

12. Other Liability

13. Miscellaneous

1. Scope

1.1. These Terms and Conditions (the “Terms”) apply to any and all business between GreenLobster Media Technologies GmbH (collectively “GLMT”) and those products or services purchased from GLMT. These Terms are in force at the time an order is placed, any different, complementary, or conflicting Terms introduced by the Customer are not part of the contractual relationship between GLMT and the Customer and are expressly refused by GLMT, unless they have been explicitly recognized by GLMT and their inclusion has been permitted. Fulfillment of a purchase order shall not constitute explicit recognition for the purposes of these Terms and Conditions.

1.2. GLMT offers are addressed exclusively to merchants or professionals and entrepreneurs according to § 14 German Civil Code (“BGB”), legal entities under public law or public separate estates. GLMT reserves the right to require proof of industrial or commercial registration or other compliance with § 14 BGB prior to accepting any registration or order.

1.3. GLMT offers audio assets for use in digital media productions. The use of such assets may require proprietary software for the seamless integration of GLMT’s audio assets in such media productions. The audio assets offered by GLMT are free of any collecting society rights.

2. Registration

2.1. If you want to purchase products or services using the GLMT Online Store you need to register as a user. Registration is free.

2.2. In order to register Customers must fill out the registration form and designate a username and password. The Customer is obliged to keep his password confidential and shall be fully liable for any unauthorized orders from his account if he made the password available due to his or his employee’s fault (negligence or intent). The Customer may make the password available to his employees but only on a need-to-know basis. Each customer is required to provide certain information about the Customer’s business in order to verify the qualification for individual License Models.

2.3. The Customer is under no obligation to purchase products or services based solely on registration. Customers may terminate or cancel their registration at any time by using the delete button in “My Profile” in their account settings.

2.4. Customers are responsible for updating and changing their personal information. Changes to settings may be made in “My Profile” in the account settings. […]. If the Customer is unable to update or remove personal information he can contact […]support@adaptive.audio for assistance.

2.5. GLMT reserves the right to remove or delete registrations including the stored data due to inactivity or use that is contrary to these Terms and Conditions.

3. Project

3.1. The offered Licenses relate only to the individual project. A project includes only one game and, where applicable, DLCs, Add-ons, data disks, and game of the year editions. For the avoidance of doubt, prequels, sequels, and other derivative projects are excluded and new projects have to be created for them.

3.2. Applications that deliver more than one game can not constitute a project. The grant of a license for such applications shall be subject to individual negotiations between GLMT and the respective Customer.

4. Purchasing / Project License

4.1. The Products and Services for license or sale on the GLMT Website or other advertising materials are a non-binding offer to Customers (“GLMT Products”). The GLMT Products can be selected, combined, and tested via the editor provided on the GLMT Website (“Web Editor”). The Web Editor allows the Customer to create individual projects which can consist of several audio assets and combinations. The Web Editor enables the Customer to test the required assets and their composition online and to purchase all required assets and script based on such projects created with the Web Editor. GLMT may later offer other means to create such projects and interface those with the GLMT Website.

4.2. Customers are responsible for confirming prior to the completion of their order that the GLMT Products or services are consistent with their requirements, e.g. by first acquiring an evaluation license, as offered from time to time by GLMT. Prior to submitting the order, the Customer has the opportunity to review the order and the individual items. The Customer is responsible to choose a License Model for the respective GLMT Products and verifying if such License Model is sufficient for his needs. GLMT may not offer every License Model for every GLMT Product.

4.3. By clicking the ”Place Order” button Customer is submitting their order which constitutes a legally binding offer to conclude a contract with GLMT. GLMT must explicitly accept the offer to create a legal agreement between the Customer and GLMT. GLMT is entitled to accept the offer provided by the Customer within two weeks of receipt. In case of an order via phone or e-mail, we will send you a non-binding offer incorporating these Terms and Conditions. Your confirmation of such a non-binding offer is a legally binding offer to conclude a contract, which has to be accepted accordingly as stated above.

4.4. After the submission of the offer, the Customer will receive a confirmation of the receipt via email. Unless otherwise and explicitly provided, the automatic confirmation does not constitute an acceptance of the offer.

4.5. GLMT reserves the right to refuse an offer at its sole discretion for any reason or no reason at all. If the offer is not accepted, GLMT may attempt to notify the Customer by contacting the email, billing address, or phone number associated with the order. GLMT does not offer its products or services to resellers under these Terms and Conditions. You are obliged to inform us in case you intend to resell or products or services, with the exception of the distribution as part of the Customer’s media product to consumers or distributors. We do not accept reseller orders without a separate reseller agreement.

4.6. The offer is accepted and the contract formed when GLMT either accepts the offer in writing or delivers the ordered GLMT Products.

5. Delivery

5.1. GLMT will deliver the ordered GLMT Products by providing a download link for the respective digital content. If GLMT provides digital content for free or if GLMT digital content prior to the full payment GLMT is entitled to add a watermark to the digital content which identifies it as the content of GLMT and it may identify the Customer at GLMT’s sole discretion.

5.2. If the Customer purchases/licenses digital content, GLMT will include a project-id into the Project´s export files to verify the License Model in force.

5.3. Content can be redownloaded by the Customer without limitation as long as his individual License Model is still in force.

5.4. If there is a default of acceptance by the Customer or any delay in delivery for which the Customer is responsible, GLMT can demand compensation for the resulting damage as well as the additional expenditure required to fulfill the order. This includes the storage and maintenance of the GLMT Products.

6. Use of GLMT Products.

6.1. GLMT Products and services may only be used in accordance with the individually purchased License Model. The License Models are detailed in the License Schedule [LINK AUF BASIC LICENSE] which are published and modified from time to time. The License Schedule at the time of the purchase of the GLMT Product shall remain applicable for the GLMT Product throughout the term of the respective license.

6.2. GLMT Products are provided in certain file formats and the player software is not compatible with every possible engine or other game building software. Each GLMT Product contains a link to the minimum system requirements as well as the file formats the GLMT Products are provided in. GLMT Products are only intended for digital entertainment products and are not intended for use with application software that controls any external processes.

6.3. Unless explicitly stated otherwise on the GLMT Product pages, GLMT Products and services should not be used in situations that support, sustain, or put human life at significant risk. This includes medical software, weapons controlling software, or the manufacture of machine parts whose failure can cause considerable damage.

7. Software

7.1. In order to use select GLMT Products, Customers must download and use the Common Rendering Engine (“CRE”) provided by GLMT. This software is available and free to download from the GLMT website for Customers who purchased a license.

7.2. GLMT owns all of the rights in the CRE and is allowing the Customer to use the CRE in connection with the GLMT Products. The Customers are only granted a non-exclusive right to use the software and only in the state the software is provided by GLMT. The Customer may not break GLMT software down to analyze it, modify it, use it with non-GLMT Products, or redistribute it without explicit consent. Customers may not rent, lease, or copy the software to others unless as part of the object code of the digital entertainment product. § 69e German Copyright Act remains unaffected.

7.3. Subject to individual negotiations between GLMT and the respective Customer and in GLMT sole discretion, GLMT may grant access to the source code of CRE. In such a case and if not explicitly agreed otherwise, all rights with regard to CRE and its source code shall remain with GLMT. If GLMT grants access to the source code the Customer shall be obliged to keep the source code strictly confidential and delete all copies of the source code received at the request of GLMT. The customer is obliged to provide sufficient proof of the deletion to GLMT. In its sole discretion, GLMT may grant individual Customers the right to modify the CRE source code and to use such alterations and/or modifications. If GLMT grants such right to modify the source code and if not explicitly agreed otherwise, all rights with regard to the modifications and/or alterations of the source code shall be owned by GLMT. The customer assigns herewith all rights with regard to such modifications and/or alterations of the source code of CRE to GLMT and GLMT accepts such offer.

7.4. CRE may not be used on computers that are used for security or energy supply.

7.5. CRE may not be used on computers that are used for healthcare.

7.6. GLMT may modify or provide additional software from time to time. These Terms of and Conditions will continue to apply to future software licenses or updated versions of the CRE.

8. Use of GLMT Forums and Social Media

8.1. GLMT may provide the Customer with public forums and social media for discussion and potential for collaboration with other customers. These forums are free, but GLMT is under no obligation to continue to support or offer public forums or social media. GLMT takes no responsibility and assumes no liability for any comments or User-Generated Content posted by the Customer or any third party.

8.2. Customers are responsible for their own content, data, or information posted in these public forums (hereinafter “User-Generated Content”). The User-Generated Content may be used by all GLMT Customers. GLMT is entitled to limit or remove User-Generated Content at any time and for any reason.

8.3. By publishing User-Generated Content in the community forums or on social media, the Customer grants GLMT a worldwide, perpetual right to use the User-Generated Content. This right includes the right to use, modify, delete, publish, publicly perform, and/or reproduce the User-Generated Content in connection with the GLMT Products, the community forums, and through other channels that are related in content and which are operated by GLMT or on behalf of GLMT by third parties. GLMT in is not entitled to sell User-Generated Content to third parties or to rent or use the public forums in a context-independent of the GLMT Products or the community.

8.4. The Customer is not entitled to compensation for the rights for use granted to GLMT for their User-Generated Content.

8.5. GLMT has the right to sublicense such right for use. The scope of the sublicense can not expand the rights in Section 8.3.

8.6. The Customer agrees that any User-Generated Content they post will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. The Customer further agrees that any User-Generated Content will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. The Customer may not use a false e-mail address, pretend to be someone other than themselves, or otherwise mislead GLMT or third parties as to the origin of any User-Generated Content. The Customer is solely responsible for any User-Generated Content.

8.7. The Customer shall hold GLMT harmless of and shall indemnify GLMT from any costs (including reasonable costs for legal defense), third party claims, including claims for damages, and damages resulting from any infringement by User-Generated Content posted by the Customer. This does not include any infringement not caused Customer’s negligence or intent.

8.8. Customers are responsible for all User-Generated Content that is posted or published. GLMT has no obligation to review or revise User-Generated Content prior to publishing. Notwithstanding the above, GLMT reserves the right, to refuse or remove in GLMT’ sole discretion, any time, without notice, and for any reason. GLMT can remove the right to post or publish User-Generated Content at any time for any reason.

8.9. Customers are prohibited to post commercial content advertising any third party products or services or to harass other Customers, e.g. by sending spam messages, chain mails or unrequested advertisements.

9. Payment

9.1. The price listed at the time of order including applicable taxes apply. Where tax is not collected GLMT may require the Customer’s tax ID during the Order or Registration. If the Customer does not provide their VAT exemption ID, GLMT is entitled to invoice for the full VAT.

9.2. Unless otherwise explicitly agreed to in writing, the purchase price is due upon acceptance of the Order and receipt of a respective invoice. GLMT reserves the right to withhold delivery until the payment is complete.

9.3. If Customer does not pay as above or as otherwise agreed to, the Customer shall be in default of this agreement. GLMT does not have an obligation to provide warning or notice. Any amount owed is subject to interest at the statutory interest rate as under § 353 German Mercantile Act (“HGB”). GLMT has the right to claim any and all further damages.

9.4. The Customer may only demand retention and set-off where the claim is undisputed or legally established. Notwithstanding the above, the Customer retains the rights granted by § 320 BGB as well as their legal rights in cases of defective Products.

10. Vouchers

10.1. GLMT offers vouchers in its webshop, which can be redeemed to pay or partly pay the purchase price according to section 9. Section 4 applies to the purchase with a voucher accordingly. Therefore, GLMT may refuse the offer of a Customer at its sole discretion. In such a case, GLMT will refund the purchase price of the voucher the to customer.

10.2. The validity of the respective vouchers depends on the respective offer, but shall not be less than three years.

10.3. Vouchers need to be purchased in the webshop of GLMT. GLMT is not liable for voucher codes purchased by third parties, especially if the voucher was invalid or if the voucher code was already used.

10.4. These Terms shall apply accordingly and insofar as applicable to the purchase of vouchers

11. Warranty

11.1. Where not otherwise addressed or specified, the statutory provisions regarding the remedy of defects (“Warranty Service”) shall apply in case of material deficiencies or defects to the Products.

11.2. Notwithstanding § 434 S. 3 BGB, GLMT is not responsible or liable for any public statements made by third parties where the defects asserted are due to the usual and expected nature of the Products.

11.3. Any assertion of warranty claims by Customers who are Merchants, according to the German Merchantile Act, must be made in accordance to § 377 HGB including timely inspection for completeness and recognizable deviations or defects. If the Customer does not provide notification of defects within a reasonable period, but no more than 15 business days after receipt, the delivered Products shall be deemed approved. Any concealed defects discovered later shall be brought to GLMT’ attention immediately upon discovery.

11.4. GLMT may make any Warranty Service conditional to Customer’s payment of any outstanding amounts due, subject to an offset in proportion to the defect. Customer is responsible for the full payment once the Warranty Service has been completed.

11.5. GLMT will bear the cost of Warranty Service. However, if GLMT determines that the Product is not defective or the Customer knew or should have known of a defect or was otherwise grossly negligent, GLMT shall be entitled to charge the Customer for any costs arising from the Warranty Service including the inspection and transportation costs.

11.6. If any Products are defective, GLMT at its sole option may provide Warranty Service by remedying the defect (Repair), by delivering a defect-free item (replacement). GLMT will not choose an option requiring disproportionately high costs for the Customer. The Warranty service will be deemed failed if, after the second attempt to rectify, the defect persists, the required improvement is unreasonable to GLMT, or the improvement is refused. In case of failure to repair, the Customer is entitled to cancel their contract and return the GLMT Product for a full refund or to a partial refund in proportion to the limitation of use.

11.7. All Warranty claims expire after one (1) year unless the Customer purchases the Extended Warranty option as available. The limitation periods of the applicable statutes (e.g. § 438 BGB) apply to any contractual or non-contractual claims for damages based on defects in the goods unless the application of the statutory period of limitation would result in a shorter statutory limitation in individual cases (§§ 195, 199 BGB). Any claims for damages by the Purchaser pursuant to 11.2 as well as under the Product Liability Act shall become statute-barred exclusively according to the statutory limitation periods. To the extent that GLMT offers an Extended Warranty as an additional service, the terms of the Extended Warranty apply.

11.8. In addition the limitations in liability listed in Section 11 apply.

12. Other Liability

12.1. GLMT shall only be liable for damages caused by gross negligence or intentional damage by GLMT itself, its legal representatives, or vicarious agents in accordance with § 278 BGB. GLMT may be liable in cases of negligence only where the breach is a material breach of a cardinal obligation, which means an obligation that breach jeopardizing the fulfillment of the purpose, and which the Customer would customarily rely on.

12.2. GLMT shall in cases of a negligent breach of a cardinal obligation only be liable to the extent that the damages are of an amount that is typically and foreseeable.

12.3. In the case of damages resulting from injury to life, limb, and health as well as under the Product Liability act and cases of gross negligence or intentionally caused damages GLMT shall by fully liable in accordance with the applicable legal provisions.

13. Miscellaneous

13.1. If any conditions of the present Terms and Conditions be held invalid or ineffective, the validity and effectiveness of the remaining provisions shall remain in force and unaffected to the extent possible.

13.2. GLMT is entitled to modify or change the terms and conditions for any reason or without reason, as far as this does not disadvantage the Customer in good faith. Changes apply to all future purchases. Changes to the terms of this Agreement for continuous services are permissible if changes to the Products or services offered result in new regulatory requirements or such requirements are independently invented. In particular, changes are acceptable where new Products or Services are offered or if changes in legislation or jurisdictions affect the terms. So long as the Customer does not object to the validity of the new terms and conditions within two weeks of notification, the modified terms and conditions shall be deemed accepted. In announcing any changes, GLMT will include reference to the option to object, the deadline in place, and any resulting legal consequences, in particular those consequences attaching to an acceptance. In the case of an objection, the original terms and conditions shall apply until termination.

13.3. With respect to any use of the Online Services, including the registration on GLMT Website, either party may terminate this Agreement at any time. Such termination has no influence on past purchases.

13.4. The exclusive place of jurisdiction for all disputes arising from or in connection with this contract [is the seat of GLMT] , so far as the Customer is a Merchant in accordance with the German Commercial Code, a legal entity under public law, or a public separate estate under public law. The same applies if the Customer does not have a general place of jurisdiction in Germany.

13.5. The Customer is not entitled to assign any claims under this Agreement.

13.6. This contract shall be governed under the laws of Germany, to the exclusion of the application of the UN Sales Convention and the conflicts of law rules of private international laws.

13.7. The EU Commission provides an internet platform for the online settlement of disputes (“OS-Platform”). The OS-Platform is intended as an initial point of contact for the out-of-court settlement of disputes concerning contractual obligations arising from sales contracts. The OS-Platform can be reached at the following link: http://ec.europa.eu/consumers/odr/.
GLMT, is not obliged to and, will not participate in out-of-court dispute resolution between GLMT and the Customer within the meaning of the Consumer Dispute Settlement Act.