Terms and Conditions

1. Scope and Contracting Party

These Terms and Conditions ("Terms") apply to all contracts between Heyora UG (haftungsbeschränkt), Leberstraße 63, 10829 Berlin, Germany ("Provider", "we", "us") and the respective user or customer ("Customer", "you") regarding the use of the software application and related services made available under the product name Ora DJ Studio("Service", "Software", "Platform" or "Ora DJ Studio").

Ora DJ Studio is a software product for DJs and music users to import, organize, manage and plan music libraries, playlists and live sets, including visual set planning tools, playlist management, track organization, controller-related functionality and related features.

The Service is available to consumers within the meaning of Section 13 of the German Civil Code (BGB), as well as to entrepreneurs within the meaning of Section 14 BGB, unless otherwise stated in the relevant offer, subscription plan or product description.

If you use the Service as a consumer, nothing in these Terms limits your mandatory statutory consumer rights, including rights relating to defects, withdrawal, digital products or unfair contract terms.

Deviating, conflicting or supplementary terms and conditions of business users shall only become part of the contract if and to the extent that the Provider has expressly agreed to their validity in text form.

2. Subject Matter of the Contract

The Provider makes Ora DJ Studio available to the Customer as software for music library management, playlist and live set planning, track organization and related DJ workflow support.

Depending on the current product version and subscription plan, Ora DJ Studio may include, among other things:

• importing music libraries, playlists and metadata from supported sources;
• organizing playlists and live sets;
• planning DJ sets on a visual canvas;
• managing tracks, cue points, memory cues, metadata, tags or notes;
• connecting compatible DJ controllers or audio devices;
• playback, preview, analysis or preparation features;
• export, synchronization or interoperability features with third-party DJ software, where supported.

The exact scope of features depends on the selected plan, the current product description on the Provider's website, the operating system, the available hardware, and any technical or licensing restrictions of third-party systems.

The Provider provides the Service in accordance with the current state of the art. The Provider is entitled to further develop, modify, expand, restrict or discontinue individual features of the Service, provided that this does not materially impair the contractually agreed core functionality and provided that changes are reasonable for the Customer. Mandatory rights of consumers remain unaffected.

Ora DJ Studio is not a substitute for the Customer's own judgement when preparing or performing a DJ set. The Customer remains responsible for checking playlists, track order, audio output, hardware setup, file availability, metadata, cue points and other performance-critical information before use in a live environment.

3. Account Registration, Trial and Onboarding

A contract is concluded when the Customer registers for the Service, starts a subscription, accepts these Terms or otherwise uses the Service after being given access by the Provider.

The Customer must provide accurate and complete information during registration and must keep such information up to date.

As part of onboarding, the Software may scan or import local music files, playlists, metadata, cue points, analysis files or other library data selected by the Customer. The Customer is responsible for ensuring that they have the necessary rights to access and process such files and data.

The Customer is responsible for reviewing imported, analyzed, generated or synchronized data before relying on it, exporting it, syncing it to third-party software or using it in a live performance.

The Provider does not guarantee that imported or analyzed metadata, beatgrids, waveform data, cue points, playlist structures, track recommendations, harmonic compatibility suggestions, energy values or other automatically generated information will be accurate, complete or suitable for a particular performance.

4. Software Access, Installation and System Requirements

Ora DJ Studio may be provided as a downloadable desktop application, web application, cloud service, local application or a combination of these.

The Customer is responsible for maintaining compatible hardware, operating systems, audio devices, DJ controllers, internet access and third-party software environments required to use the Service.

The Provider may publish minimum system requirements. The Customer acknowledges that the Service may not function properly if these requirements are not met.

Certain features may require local file access, permissions, internet connectivity, audio device permissions, MIDI/HID access, access to third-party software libraries or other system permissions. The Customer is responsible for granting and managing these permissions.

The Provider does not guarantee compatibility with all music file formats, operating system versions, DJ controllers, audio interfaces, third-party DJ software versions or external library formats.

5. Third-Party Software, Services and Hardware

Ora DJ Studio may integrate with, import from, export to or otherwise interoperate with third-party software, hardware, file formats, APIs or services, including but not limited to DJ software, music library systems, controller hardware, audio interfaces, metadata services or payment providers.

Such third-party products and services are not controlled by the Provider. Their availability, functionality, pricing, terms, APIs, file formats and compatibility may change at any time.

The Provider is not responsible for interruptions, restrictions, errors, data loss or incompatibilities caused by third-party software, hardware, services, APIs, file formats or changes made by third-party providers, except where liability is mandatory by law.

The Customer is responsible for complying with the terms, licences and usage rules of any third-party software, hardware or services used in connection with Ora DJ Studio.

Any references to third-party brands, products or services are for compatibility or descriptive purposes only and do not imply endorsement, partnership or affiliation unless expressly stated.

6. Term, Subscription and Termination

The contract is concluded for an indefinite period unless otherwise agreed. The minimum term corresponds to the selected billing period, for example monthly or annually.

Either party may terminate the contract at the end of the current billing period. Termination may be submitted via the Platform, by email or in text form.

Unless terminated in due time, the contract automatically renews for the same billing period.

The right to terminate for good cause remains unaffected. Good cause exists in particular if the Customer is in default of payment despite a reminder, materially violates these Terms, misuses the Service or infringes third-party rights.

Upon termination, the Customer's access to paid features may end at the end of the current billing period. The Customer is responsible for exporting or backing up any data before termination where export functionality is available.

For consumers, statutory rules on subscription cancellation, renewal and termination remain unaffected.

7. Prices and Payment

The applicable prices are set out in the Provider's price list or checkout page at the time the contract is concluded or renewed. For consumers, prices are shown including applicable statutory value-added tax unless expressly stated otherwise.

Billing takes place in advance at the beginning of each billing period unless otherwise stated during checkout.

Payment is processed via the payment methods offered by the Provider, which may include credit card, direct debit or other payment methods via Stripe or another payment service provider.

The Provider reserves the right to adjust prices with at least 30 days' prior notice, effective from the next renewal period. In this case, the Customer has a special right of termination effective from the date the price change enters into force.

Fees already paid for the current billing period are non-refundable, including in the event of early termination, unless mandatory law provides otherwise or the Provider expressly agrees otherwise.

8. Free Trial

The Provider may offer a 14-day free trial. The exact scope of features available during the trial may be limited and is determined by the Provider.

Unless otherwise stated during signup, the trial may automatically convert into a paid subscription at the end of the 14-day trial period if the Customer has provided a payment method and has not cancelled before the end of the trial.

The Customer has no legal entitlement to receive a trial or to receive another trial after a trial has already been granted.

The Provider may restrict, modify or terminate a trial if the Customer misuses the trial or violates these Terms.

9. Right of Withdrawal for Consumers

If the Customer is a consumer within the meaning of Section 13 BGB and concludes the contract online or by other means of distance communication, the Customer may have a statutory right of withdrawal.

Details regarding the right of withdrawal, the withdrawal period, the consequences of withdrawal and any exceptions or early expiry of the right of withdrawal are provided in a separate withdrawal policy where required by law.

If the Customer expressly requests that the Provider begins providing digital content or digital services before the end of the withdrawal period, and confirms knowledge that the right of withdrawal may expire as a result, the right of withdrawal may expire in accordance with applicable statutory provisions.

10. Customer Obligations

The Customer must use the Service only in accordance with these Terms, applicable law and any documentation or acceptable use rules provided by the Provider.

The Customer is responsible for ensuring that they have all necessary rights to use, copy, analyze, import, export, process and play any music files, metadata, playlists, artwork or other content used in connection with the Service.

The Customer may not use the Service to infringe copyrights, neighbouring rights, database rights, trademarks, privacy rights or other third-party rights.

The Customer is responsible for backing up their music library, playlists, cue points, metadata and other important data before importing, exporting, syncing, editing or deleting data through the Service.

The Customer must check all exported, synchronized or modified data before using it in third-party software, on external storage media or in a live performance.

The Customer is responsible for the security of their login credentials and must notify the Provider without undue delay of any unauthorized use of their account.

The Customer may not reverse engineer, decompile, disassemble, circumvent technical restrictions, copy, modify, resell, sublicense or otherwise exploit the Software beyond the rights expressly granted under these Terms, except where mandatory law permits such acts.

The Customer may not interfere with the operation, security or integrity of the Service or attempt to gain unauthorized access to systems, accounts or data.

11. Availability, Maintenance and Support

The Provider strives to ensure high availability and reliable operation of the Service but does not guarantee any specific availability, uptime or uninterrupted access unless expressly agreed in a separate service level agreement.

Temporary interruptions may occur due to maintenance, updates, security measures, technical issues, internet disruptions, third-party service failures or force majeure.

The Provider may provide technical support by email or through other channels. Support scope and response times may depend on the selected plan.

The Provider is not responsible for resolving issues caused by unsupported hardware, unsupported operating systems, third-party software, corrupted music files, unusual file formats, customer-side configuration errors or insufficient system resources.

12. Data Protection and Data Processing

The Provider processes personal data in connection with the provision of the Service. Details are set out in the Provider's Privacy Policy.

To the extent that the Provider processes personal data on behalf of a business Customer within the meaning of Article 28 GDPR, the parties shall enter into a separate Data Processing Agreement ("DPA") where legally required.

The Customer is responsible for determining whether and to what extent personal data is processed through their use of the Service, for example account data, support requests, usage data, imported metadata or data contained in local files.

The Customer is responsible for ensuring that their use of the Service complies with applicable data protection laws, including where the Customer imports, uploads or processes personal data relating to third parties.

Unless expressly stated otherwise, the Provider does not claim ownership of the Customer's music files, playlists, metadata, cue points, notes or other Customer content.

13. Local Files, Backups and Data Loss

Ora DJ Studio may access, analyze, index, modify, export or synchronize local files and library data only as initiated or configured by the Customer.

The Customer is responsible for maintaining independent backups of all music files, libraries, playlists, cue points, metadata, analysis files, exported files and other data.

The Provider is not liable for loss, corruption, overwriting, incompatibility or unintended modification of Customer data, except in cases of mandatory statutory liability or liability expressly accepted under these Terms.

Before using features that write to third-party libraries, export files or synchronize data, the Customer should create a separate backup of the relevant data.

14. Intellectual Property

All rights in and to the Software, Platform, user interface, source code, object code, algorithms, designs, trademarks, trade names, documentation and underlying technology remain with the Provider or the respective rights holders.

For the duration of the contract and subject to compliance with these Terms, the Customer receives a limited, non-exclusive, non-transferable, non-sublicensable right to use the Service for its intended purpose.

The Customer retains ownership of their own content, including music files, playlists, metadata, cue points, notes, tags and other data provided or created by the Customer, subject to any third-party rights.

The Customer grants the Provider the rights necessary to process Customer content solely to the extent required to provide, maintain, secure and improve the Service, provide support and comply with legal obligations.

Feedback, suggestions or improvement ideas submitted by the Customer may be used by the Provider without restriction and without compensation, provided that no confidential information of the Customer is disclosed.

15. Beta Features and Experimental Functionality

The Provider may make beta, preview, experimental or early-access features available to the Customer.

Such features may be incomplete, unstable, inaccurate, discontinued, changed or removed at any time.

The Customer should not rely on beta or experimental features for critical live performances without independent verification and backup workflows.

Unless expressly agreed otherwise, beta features are provided "as is" to the extent permitted by law.

16. Liability

The Provider is liable without limitation for damages arising from injury to life, body or health, as well as for damages caused intentionally or by gross negligence.

In cases of slight negligence, the Provider is liable only for breach of material contractual obligations ("cardinal obligations"). In such cases, liability is limited to the typical, foreseeable damage.

For business Customers, and except in the cases set out in Section 16.1, the Provider's liability is limited in amount to the fees paid by the Customer in the 12 months preceding the event giving rise to the claim.

The Provider is not liable for damage resulting from incorrect, incomplete or unsuitable data, metadata, analysis results, cue points, beatgrids, playlist structures, recommendations, exports, synchronizations or Customer-provided content, unless such liability is mandatory by law.

For business Customers, the Provider is not liable for lost profits, loss of revenue, loss of business opportunities, reputational damage, failed performances, event cancellations, indirect damages or consequential damages, except in cases of intent or gross negligence.

The Provider is not liable for failures, restrictions or damage caused by third-party software, hardware, APIs, operating systems, DJ controllers, audio interfaces, music files, external storage media or third-party services, except where liability is mandatory by law.

Liability under the German Product Liability Act and any other mandatory statutory liability remains unaffected.

Nothing in these Terms limits mandatory statutory rights of consumers.

17. Warranty

Statutory warranty rights apply, including mandatory consumer rights for digital products and digital services.

The Provider does not warrant that the Service will meet all individual requirements of the Customer, operate without interruption, be error-free, be compatible with all third-party systems or produce accurate results in all cases, except where such warranty is mandatory by law.

The Customer must notify the Provider of defects without undue delay and provide reasonable information necessary to reproduce and investigate the issue.

18. Confidentiality

Both parties undertake to keep confidential all confidential information of the other party that becomes known in connection with the contractual relationship and to use such information only for the purposes of the contract.

This obligation does not apply to information that is publicly known, was lawfully obtained from third parties, was independently developed without use of confidential information, or must be disclosed due to legal obligations, court orders or official requirements.

The confidentiality obligation continues after termination of the contract for as long as the information remains confidential.

19. Changes to these Terms

The Provider reserves the right to amend these Terms with at least 30 days' prior notice where there is a valid reason for the amendment, for example changes in law, changes in the Service, technical developments, security requirements or changes in business operations.

Changes will be communicated to the Customer in text form, for example by email or through the Platform.

If the Customer does not object to the changes within 30 days after receipt of the notice, the amended Terms shall be deemed accepted, provided this mechanism is legally permissible. The Provider will specifically inform the Customer of this legal consequence in the change notice.

If the Customer objects to the changes, the Provider may terminate the contract at the end of the current billing period.

Mandatory consumer protection rules regarding changes to terms and digital services remain unaffected.

20. Final Provisions

These Terms and the contractual relationship between the parties are governed by the laws of the Federal Republic of Germany. If the Customer is a consumer, mandatory consumer protection provisions of the country in which the Customer has their habitual residence remain unaffected.

The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

For business Customers, the place of jurisdiction for all disputes arising from or in connection with this contract is Berlin, Germany, provided that the Customer is a merchant, a legal entity under public law or a special fund under public law.

For consumers, the statutory places of jurisdiction apply.

If individual provisions of these Terms are or become invalid or unenforceable, the validity of the remaining provisions shall remain unaffected.

Amendments and supplements to the contract must be made in text form unless stricter form requirements are legally mandatory. This also applies to any amendment of this text form clause.

Provider Contact

Heyora UG (haftungsbeschränkt)
Leberstraße 63
10829 Berlin
Germany

Email: hey@heyora.ai