Information concerning GDPR
Who we are
This website gives you an overview about Legitary. Our office is located in Vienna, Austria.
Which personal data do we collect and why
If you fill out a form on our website or if you contact us via e-mail, we use the data you have given us to answer your request. Data will be stored up to six months for further requests. We do not share this data with others without your prior permission.
Our websits use Google Analytics, a web analysis service from Google Inc. („Google“). Google Analytics uses so called „Cookies“, small text files, that are stored on your computer and which enables us to analyse the way you use our website. User information generated by cookies are in general transferred and stored on a Google server in the US. We have installed an IP-anonymization that shortens your IP address and allows only a rough localisation. Your full IP address is transferred to Google only in exceptional cases, where it will be shortend. Google will use this information on our behalf to
analyse your usage of our website,
generate a report about website activities and to
provide us with other services related to website and internet usage.
Your transfered IP address is not merged with other Google data. You can prevent the usage of cookies in your browser settings. Please note that this can limit the functionality of our websites. Furthermore you can prevent the transfer and the analysis of cookie generated data (including your IP address) by Google. In order to do so, download a plugin from the following link (http://tools.google.com/dlpage/gaoptout?hl=de) and install it in your browser. Alternativly you can prevent data collection from Google Analytics by clicking on the following link. An Opt-Out-Cookie is installed, that prevents future data collection when you visit our websites: deactivate Google Analytics Find more information about usage and data protection in regards to Google Analytics at http://www.google.com/analytics/terms/de.html or at https://www.google.de/intl/de/policies/.
In regards to your data collected and saved by us, you have the following rights: disclosure, correction, deletion, limitation, transfer, revocation and objection. If you believe that the usage of your data breaches current data protection laws or that your data protection rights are being violated, you can send a complaint either to us or the data protection authority.
You can contact us at: firstname.lastname@example.org
General Terms of Service
1.1 In these Terms, the following words and phrases have the meaning given below unless the context otherwise requires:
“Agreement” means an agreement between Legitary and the Client for the provision of Services based on these Terms.
“Analysis” means the analysis of the Raw Data provided as the part of the Services.
“Client” means the person or entity ordering Services from Legitary pursuant to these Terms, as specified in the relevant Order or Offer.
“Confidential Information” means all information of either Party (irrespective whether recorded or preserved) which is either confidential by nature or expressly designated as confidential, related to the Agreement and its object matter, that is disclosed or made available by or on behalf of the disclosing Party, whether before or after the date of this Agreement (in any form or medium), directly or indirectly, to the receiving Party, except for any information that:
is, or becomes, generally available to the public, other than as a direct or indirect result of the information being disclosed by the receiving Party in breach of these Terms; or
was already lawfully known to the receiving Party before it was disclosed by the disclosing Party;
was independently developed or ascertained by the receiving Party without access to the Confidential Information of the disclosing Party; or
has been received by the receiving Party from a third party source that is not connected with the disclosing Party and that such source was not under any obligation of confidence in respect of that information, or subject to different obligations of confidentiality.
“Data Protection Legislation” means EU General Data Protection Regulation 2016/679 of the European Parliament and of the Council ("GDPR") and/or any other applicable binding EU, international, supranational or national data protection legislation in force.
“Effective Date” shall mean:
the date specified in the Order or the Offer as the date of the Agreement; or,
if no such date is specified, the date on which the Parties have signed the Agreement or otherwise made the declaration of intent to enter into the Agreement; or
if the signatures or the declarations of intent have occurred on different dates, the latter of such dates.
“IPR”: means a recognized protectable intellectual property right of either party, such as patents, utility models, copyrights, corporate names, trademarks, applications for any of the foregoing, software, firmware, trade secrets, mask works, industrial design rights, rights of priority, know how, design flows, methodologies and any and all other information or intangible protectable proprietary information that is legally recognized, whether patented or not.
“Legitary” means Legitary GmbH, Taubstummengasse 11/4, A-1040 Vienna, FN 511094, who is the service provider under these Terms.
“Offer” means an offer issued by Legitary to the Client (in any form) offering to provide the Services, explicitly stating that is it a binding offer to be accepted by the Client.
“Order” means an order issued by the Client to Legitary (in any form) to provide the Services to the Client.
“Party/ies” means either or both Legitary and the Client.
“Raw Data” means the data provided by the Client to be the object of the Services and the Analysis.
“Service Fee” has the meaning given to it in Section 6.1 of these Terms.
“Services” means the services defined in Section 3.1 of these Terms.
“Terms” means these general terms of services.
"Third Party" means any person or entity which is not a party to the Agreement.
2. BASIS OF CONTRACT AND SCOPE OF APPLICABILITY
2.1 These general terms of service (“Terms”) shall govern the provision of the Services by Legitary to the Client.
2.2 Unless otherwise explicitly agreed in writing, Legitary provides the Services exclusively on the basis of these Terms. These Terms will also apply to any and all future legal relationships between Legitary and the Client, unless explicitly agreed otherwise.
2.3 These Terms are incorporated and will apply to a contract between Legitary and the Client by way of reference in Legitary’s reply to the Client’s Order. The Order constitutes an offer by the Client to purchase the Services and will not be binding unless accepted by Legitary.
2.4 Any quotations given by Legitary other than Offers shall not constitute binding offers and are only valid for a period of 30 days from its date of issue.
2.5 The Client’s general terms and conditions shall not apply, even if the Client refers to them in a standard order form or otherwise in connection with an Order and even if Legitary has not objected to them explicitly .
3. SERVICES AND DELIVERY
3.1 Legitary provides streaming analytics services for businesses related to the use of copyrighted works and the calculation of the corresponding remuneration, as described in more detail on www.legitary.com. Additional description of the exact scope of the Services shall be specified in the Order or the Offer.
Legitary shall provide the following as part of the Services:
(a) Legitary will receive the Raw Data from the Client;
(b) Legitary will normalize the Raw Data and build a database containing the normalized Raw Data;
(c) Legitary will apply AI algorithms on the database containing the normalized Raw Data to produce the Analysis and store it in a separate database; and
(d) Legitary will provide access to the Client to a web application which summarizes and displays normalized Raw Data and the Analysis.
The hosting of the web application referred to in sub-section (d) shall also be a part of the Services.
3.2 Legitary shall provide the Services under an obligation of result (Werk / Werkergebnis), whereby the result of the Services is limited to the provision of the normalized Raw Data and the Analysis, without any specific obligation in respect to the quality, contents and conclusions of the Analysis, unless explicitly agreed otherwise in an Order or an Offer.
3.3 The Client acknowledges and agrees that Legitary may cooperate with any Third Party service providers and suppliers as necessary for the provision of Services, including in particular providers of IT infrastructures such as Google Cloud and Shinyapps. In addition, Legitary is entitled to engage subcontractors to provide the Services or parts thereof, without additional consent by the Client. This includes sub processors for processing of any personal data provided by the Client in accordance with Section 10.
4.1 The Services shall be provided either as a one-time analysis or on a continuous basis, as further specified in the Order or the Offer, and shall, unless otherwise agreed, be delivered as specified in this Section.
4.2 In case of one-time analysis, Legitary shall provide the access to the Services pursuant to Section 3.1(d) within six (6) weeks after Legitary confirms the receipt of the complete set of Raw Data pursuant to Section 3.1(a).
4.3 In case of continuous analysis, the following delivery provisions shall apply:
(a) Legitary shall provide the first iteration of the Services pursuant to Section 4.2 above, and shall provide subsequent iterations once per month, in each case within two (2) weeks after receiving the updated Raw Data (if any).
(b) If Legitary receives no Raw Data within a specific month, no updates of the Service shall be provided, without prejudice to the Client’s obligations to pay a monthly Service Fee.
(c) In case the Client submits more than one set of updated Raw Data in a specific month, the two weeks delivery deadline shall be extended and shall be calculated as of the latest Raw Data update.
(d) Any Raw Data updates provided by the Client after 15th of each month shall not be included for the iteration of the Services for that month, but shall be included in the iteration for the subsequent month.
4.4 Any delays in provision of the Services caused by the Client’s delay to provide Raw Data as set out in this Section, for whatever reason, shall remain the risk of the Client and shall in particular not affect the Client’s payment obligations pursuant to Section 6, including particularly payment deadlines.
4.5 If Legitary fails to deliver the Services to the Client within the time periods specified in this Section due to reasons solely attributable to Legitary, the Client’s sole remedies shall be as follows:
(a) In case of one-time analysis, the Client shall be entitled to withdraw from the Agreement after informing Legitary in writing of its intention to do so and giving Legitary a reasonable time period (not shorter than two (2) weeks) to remedy the delay.
(b) In case of continuous analysis, the Client may terminate the Agreement pursuant to Section 12.4(a)(i).
5. DUTIES OF THE CLIENT
5.1 The Client shall support Legitary wherever necessary for the provision of Services. For this purpose, the Client shall in particular provide Raw Data as well as any other information required for the provision of the Services in timely manner and in such way to allow Legitary to provide the Services as set out in these Terms.
5.2 The Client shall ensure that the terms of the Order are complete, clear and accurate and allow Legitary to provide the Services as set out in these Terms.
5.3 If Legitary is prevented or delayed in the fulfilment of its obligations under these Terms by an act or omission by the Client or failure by the Client to perform any relevant obligation, Legitary shall have the right to suspend performance of the Services until the Client remedies such act, omission or failure, and shall not be liable for any costs or losses incurred by the Client arising directly or indirectly from the Client’s failure or delay to perform any of its obligations. It is understood that in such case the Client’s remedies pursuant to Section 4.5 shall not apply.
6.1 For the provision of the Services, the Client shall pay to Legitary a flat fee (in case of one time analysis) or a monthly fee (in case of continuous analysis), as specified in the Order or the Offer (“Service Fee”).
6.2 For one time analysis, the Service Fee shall also include the fees for the hosting of the web application pursuant to Section 3.1(d) for a time period of two (2) months after the upload of the Analysis and the normalized Raw Data, which can be extended upon request but subject to the payment of additional fees.
6.3 The Service Fee and any other fees under the Agreement are understood to be exclusive of applicable value added tax and all other taxes and public charges imposed.
6.4 Invoices for the Service Fee shall be paid by the Client to Legitary not later than four (4) weeks after receipt of the invoice. All amounts due under the Agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
6.5 In case of continuous provision of Services, if the Consumer Price Index published by Statistik Austria has increased compared to the previous year (calculated on the anniversary of the Effective Date) by more than 2 %, Legitary will be entitled to increase the Service Fee for the subsequent year by the percentage equal to the percentage of the increase.
7.1 Legitary warrants that:
(a) it shall perform the Services in a prudent and professional manner in accordance with these Terms, with laws applicable to Legitary and good industry practices, as well as reasonable instructions received from the Client; and
(b) it shall perform the Services in line with the description of the Services as stipulated in Section 3.1 and that the Services shall conform at the time of delivery with such description; and
(c) that it has the legal capability to grant the rights in the IPR pursuant to Section 9.2.
7.2 Any further warranty, whether express or implied by law, is excluded. Legitary in particular does not warrant that the Services and the Analysis will provide any particular result or will be fit for any purpose, express or implied, pursued by the Client, unless explicitly agreed otherwise.
8.1 The limitations on liability in this Section apply to any liability of Legitary arising under or in connection with the Agreement, including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise, and for whatever reason.
8.2 Legitary shall be fully liable for culpable damage due to injury to life, body or health, for any damages caused by wilful misconduct or gross negligence of Legitary or Legitary’s vicarious agents, and for any claims under the product liability legislation, (to the extent applicable). The Client shall bear the burden of proof for Legitary’s culpability.
8.3 Any further liability of Legitary, including the liability for slight negligence as well as for consequential and indirect losses, loss of profits, loss of sales or business, loss of agreements or contracts, loss of or damage to goodwill, indirect or consequential loss, business interruption damage or loss of anticipated savings, is excluded.
8.4 Legitary is liable for the loss of data saved only when the Client has ensured by proper data backups that these data can be restored with reasonable efforts. The amount of liability is limited to the expenses incurred for restoration of data.
9. INTELLECTUAL PROPERTY RIGHTS
9.1 Any and all IPR of Legitary and its employees, subcontractors or agents, or any Third Party, shall remain vested in their respective owners, and no rights or licenses in any such IPR shall be granted to the Client under these Terms unless explicitly provided herein. Legitary reserves all rights in all IPR related to the methods, technologies and software used to provide the Services, and no rights therein is granted to the Client.
9.2 Legitary grants to the Client an irrevocable, non-exclusive, transferrable right to use the Analysis unlimited in time, including the right to copy or download, the right to distribute and make available, and the right to edit. The right to distribute or make available the Analysis to Third Parties against consideration is excluded.
9.3 To the extent required for the provision of the Services, the Client grants to Legitary the right to copy, process and edit the Raw Data for the Term of the Agreement. The Client further grants to Legitary an irrevocable, perpetual right, unlimited in territory, in time or in scope, to use the Raw Data and Analysis in whatever way necessary (including without limitation to copy, make available, distribute or amend such Raw Data) to further develop and improve its technology, methods and services, including the right to anonymize the Raw Data and Analysis for publication or benchmarking and publish such anonymized Raw Data and Analysis, and agrees that such anonymized Raw Data and Analysis shall not be subject to confidentiality obligations under Section 11.
9.4 If a Third Party makes a claim against the Client because the Services violate IPR of that Third Party, the Clients shall notify Legitary without undue delay. The Parties shall provide each other all necessary support to defend such claim. If the Client decides to settle such claim without Legitary’s express consent, the Client cannot claim from Legitary any settlement amounts paid to that Third Party. Legitary may, at its option and its own expense, grant the Client the necessary right of use in the Services or amend the Services in such way that no violation of IPR exists. If this is not possible under commercially reasonable conditions, Legitary shall take the Services back against reimbursement of remuneration paid by the Client (less a usage fee).
9.5 Legitary shall be liable only for a violation of Third Party IPR within the European Union and at the place of the contractual use of the Services. Legitary shall not be liable for a violation Third Party IPR due to a change in the Services which was not performed or authorised as a whole or in part by Legitary, or from a use of the Services contrary to these Terms.
9.6 The Client shall hold Legitary harmless from any claim arising from infringement of any Third Party IPR caused by the Raw Data, and shall provide Legitary all necessary support to defend such claims.
10. DATA AND DATA PROTECTION
10.1 The Parties acknowledge that the Raw Data should not contain personal data (as defined in the Data Protection Legislation) and that the provision of Services typically does not require processing of such personal data. For the avoidance of doubt, this is without prejudice to the personal data of the Parties and the Parties’ employees, agents and subcontractors (to the extent applicable) for the general administration of the business relationship.
10.2 As concerns personal data referred to in Section 10.1 second sentence, the Parties shall observe the applicable provisions of the Data Protection Legislation in respect to any processing of such personal data.
10.3 Section 10.1 first sentence notwithstanding, to the extent that Raw Data may contain personal data, the Client shall:
(a) ensure that any such personal data are sufficiently anonymized or pseudonymized in such way that their processing by Legitary is not subject to the Data Protection Legislation, unless the processing of such data in personal form is indispensable for the provision of the Services; and
(b) to the extent such personal data cannot be anonymized or pseudonymized and are indispensable in personal form for the provision of the Services, ensure and warrant that the processing of such personal data by the Client as well as their transfer to and processing by Legitary (without prejudice to Legitary’s obligations pursuant to Section 10.4) is at all times compliant with the Data Protection Legislation.
The Client shall indemnify and hold Legitary harmless from any damages or losses arising to Legitary due to a breach of the Client’s obligations under this Section 10.3.
10.4 In cases referred to in Section 10.3(b), Legitary shall at all times observe all obligations of a data processor under the Data Protection Legislation, and shall in particular:
(a) process personal data only on documented instructions of the Client and shall not process personal data in any other manner except in accordance with the Agreement or such instructions, unless required to do so by EU or an EU member state law to which it is subject, in which case it shall inform the Client of that legal requirement before processing;
(b) immediately inform the Client if, in its opinion, an instruction given by the Client infringes the Data Protection Legislation;
(c) ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality, whereby such contractual commitment or statutory obligation shall apply also after the termination of said persons’ employment or comparable relationship with Legitary;
(d) impose to any sub-processor engaged in above the same data protection obligations as set out in these Terms;
(e) take all appropriate technical and organisational measures to ensure a level of security of personal data as required by the Data Protection Legislation;
(f) inform the Client of any data subjects asserting their rights concerning their personal data under the Data Protection Legislation and, to the extent absolutely necessary and insofar as this is possible, assist the Client with the fulfilment of the Client’s obligations in respect to observing such data subjects’ rights;
(g) inform the Client without any delay and at the latest within 48 hours upon becoming aware, of any personal data breach;
(h) return all Raw Data containing personal data to the Client, unless and to the extent Legitary is subject to a statutory obligation to retain such Raw Data, and without prejudice to the retention of Raw Data as described in Section 9.3, in which case Legitary may continue to process such retained Raw Data as an independent data controller.
10.5 In cases referred to in Section 10.3(b), Legitary shall make available to the Client all information reasonably necessary to demonstrate compliance with the obligations laid down in this Agreement and allow the Client to conduct audits or inspections, either on its own or by another auditor on the Client’s behalf. Any such audits shall occur only during Legitary’s regular working hours and in reasonable time periods and not more often than once per calendar year, unless the Client has demonstrated a valid reason to perform additional audits. The Client shall provide to Legitary reasonable notice in advance of any audits under this Section, whereby the period between the receipt of the notice by Legitary and the intended date of the audit shall be at least two (2) weeks. Any costs for such audits exceeding the regular operational costs of Legitary shall be borne by the Client.
10.6 To the extent the processing of personal data referred to in Section 10.3(b) requires a transfer of such data outside EEA by Legitary, Legitary shall at all times comply with the applicable provisions of the Data Protection Legislation concerning such data transfer.
11.1 During the term of this Agreement and after its termination or expiration for any reason whatsoever, each Party shall:
(a) keep the Confidential Information of the disclosing Party confidential;
(b) not disclose the Confidential Information of the disclosing Party to any Third Party other than with the prior written consent of the Disclosing Party or in accordance with this Agreement; and
(c) not use the Confidential Information of the disclosing Party for any purpose other than for this Agreement. co-operation of the Parties
11.2 The receiving Party may disclose the Confidential Information to any of its officers, employees and professional advisers that need to know the relevant Confidential Information, provided that the receiving Party procures that:
(a) each such person to whom the Confidential Information is disclosed complies with the obligations set out in this Agreement as if they were the receiving Party; and
(b) any such person to whom disclosure is made enters into a confidentiality agreement with the receiving Party on terms equivalent to those contained in these Terms, or is otherwise already subject to such equivalent confidentiality obligations.
11.3 The receiving Party may disclose the Confidential Information to the minimum extent if that is required by:
(a) any order of any court of competent jurisdiction or any regulatory, judicial, governmental or similar body or taxation authority of competent jurisdiction;
(b) the rules of any listing authority or stock exchange on which the shares of the receiving Party are listed; or
(c) the laws or regulations of any country to which the receiving Party is subject.
12. TERM, TERMINATION AND CONSEQUENCES OF TERMINATION
12.1 The Agreement shall commence on the Effective Date.
12.2 In case the Parties have agreed the provision of Services as one time analysis in accordance with Section 4.2, the Parties acknowledge and agree that the Agreement comprises a final contractual obligation (Zielschuldverhältnis) and cannot be terminated (except as specified in Section 4.5(a)), and shall expire with the fulfilment, ie. the final provision and takeover of the Services.
12.3 In case the Parties have agreed the provision of Services as continuous analysis in accordance with Section 4.3, the Agreement shall constitute a continuous obligation and shall be concluded for an indefinite time period.
12.4 In case that the Agreement has been concluded as a continuous obligation as set out in Section 12.2, either Party may terminate the Agreement for convenience by giving the other Party a termination notice and subject to a termination notice period of 30 calendar days.
12.5 In case that the Agreement has been concluded as a continuous obligation as set out in Section 12.2, the Agreement may be terminated with immediate effect for following good causes:
(a) Either Party may terminate the Agreement if the other Party commits a material breach of its obligations under the Agreement and these Terms and (if such breach is remediable) fails to remedy that breach within 14 calendar days after receipt of notice in writing to do so. Such material breach shall in particular without limitation include a repeated payment delay by the Client of more than four (4) weeks.
(b) Legitary may terminate the Agreement if the Client’s financial position deteriorates to such an extent that in Legitary’s reasonable opinion the Client’s capability to adequately fulfil its obligations under the Agreement has been placed in jeopardy.
12.6 On termination of the Agreement, the Client shall immediately pay to Legitary all of the outstanding unpaid invoices and interest and, to the extent the Services were provided but for which no invoice has been submitted, Legitary shall submit an invoice, which shall be payable by the Client immediately on receipt.
12.7 Termination of the Agreement shall not affect any rights, remedies, obligations and liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination.
13. GOVERNING OF LAW AND VENUE
13.1 The Agreement and these Terms as well as any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation shall be governed by and construed under the material law of Austria, without application of its conflicts of laws rules or the United Nations Convention on Contracts for the International Sale of Goods (UN CISG).
13.2 The venue for any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Agreement and/or these Terms or their subject matter or formation shall be the Commercial Court Vienna.
14. GENERAL PROVISIONS
14.1 These Terms (together with the Order or the Offer) constitute the entire agreement between the Parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to the subject matter.
14.2 If a provision of these Terms is or becomes invalid or contains a gap, the validity of the other provisions shall not be affected. The Parties undertake to replace the invalid provision by a provision which comes as close as possible to the commercial objective of the invalid provision.
14.3 Neither Party shall be in breach of the Agreement or these Terms nor liable for delay in performing or failure to perform, any of its obligations under the Agreement or these Terms if such delay or failure result from events, circumstances or causes beyond that Party’s reasonable control (force majeure), including without limitation blockades and strikes (except if limited to the affected Party), natural disasters(flood, storm, earthquake), war (declared or undeclared), hostilities, military action, riot, civil commotion, terrorism, lockdowns or other adverse governmental actions due to epidemics or pandemics, nuclear, chemical or biological contamination, or any action taken by a government or public authority, including imposing an embargo, export or import restriction, quota or other restriction or prohibition.
14.4 Any amendments of the Agreement, including this Section 14.4, must be made in writing (including fax messages or email) in order to be valid.
14.5 Legitary may at any time assign or deal in any other manner with any or all of its rights and obligations under the Agreement.
14.6 Legitary is allowed to reference the Client as customer in publications and include the Client business name and logo on its websites and printed marketing material, and the Client grants Legitary a limited, non-exclusive and perpetual right to use the Client’s business name and logo for this purpose.
14.7 Any notices under these Terms must be in writing (including also fax messages or email) and addressed to the other Party referring to the Order or the Offer or otherwise referring to the Agreement in an easily identifiable manner.