End User License Agreement (EULA) for Ora DJ

Preamble

This End User License Agreement ("EULA" or "Agreement") governs the provision, free of charge, and the use of the software application Ora DJ ("Software").

The provider and contracting party is:

Heyora UG (haftungsbeschränkt), Leberstraße 63, 10829 Berlin, Germany. Commercial register: Local Court (Amtsgericht) Charlottenburg (Berlin), HRB 286080 B. Represented by: Yannick Feige. Email: hey@ora-dj.com

(hereinafter "Heyora", "Provider", "we" or "us").

The Agreement between Heyora and the user ("User" or "you") is concluded upon acceptance of the Agreement in the course of creating the user account to download the Software.

1. Scope

1.1 This Agreement applies to the provision, free of charge, of the Software, which Heyora makes available directly via the website ora-dj.com.

1.2 The Provider makes the free beta version of the Software available at no charge. No personal data is provided as consideration; the data processed in connection with the account serves exclusively to provide the Software and to comply with legal obligations.

1.3 The Software is offered to consumers and entrepreneurs. Mandatory statutory consumer rights remain unaffected.

1.4 Applies only to entrepreneurs: Conflicting or supplementary general terms and conditions of the User do not become part of the contract, even if Heyora does not expressly object to them.

2. Definitions

Software / Ora DJ: the DJ and audio-mixing program provided by Heyora as an executable program, including documentation and any updates.

Account: the user account to be created by the User, which is required to download and use the Software.

Consumer: any natural person who enters into the Agreement for purposes that are predominantly outside their trade, business or profession.

Entrepreneur: a natural or legal person or a partnership with legal capacity that, when entering into the Agreement, acts in the exercise of its trade, business or profession.

User Content: the music and audio files provided locally by the User, as well as results derived therefrom (e.g. mixes, metadata), which the User imports, analyzes, plays, mixes or (where available) records with the Software.

Third-Party Components: software components of third parties incorporated into the Software (in particular open-source libraries and models) in accordance with Section 10.

Documentation: the instructions, help texts and technical descriptions of the Software provided by Heyora.

3. Majority age; offering not directed to children (COPPA)

Use of the Software and the creation of an account are permitted only to persons who have reached the age of 18. Ora DJ is not directed to children, in particular within the meaning of the Children's Online Privacy Protection Act (COPPA, 15 U.S.C. §§ 6501–6505, as amended). Heyora does not knowingly collect personal data from minors.

4. User account and registration

4.1 Downloading and using the Software require the creation of an account and acceptance of this Agreement. Upon registration, the requested information (in particular name, age, email address) must be provided completely and accurately.

4.2 The User is responsible for keeping their access credentials confidential and shall inform Heyora without undue delay if there are indications of unauthorized use of their account.

4.3 Heyora may block or delete an account if the User materially breaches this Agreement or is not of full age; the User's statutory rights remain unaffected.

4.4 The User may delete their account at any time; this ends the usage relationship.

5. Rights of use in the Software

5.1 Heyora provides the User with the Software for managing music libraries, planning playlists and live sets, organizing tracks and supporting related DJ workflows. Depending on the current product version and subscription plan ("Tier"), the Software 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 workspace;
• managing tracks, cue points, memory cues, metadata, tags or notes;
• connecting compatible DJ controllers or audio devices;
• playback, preview, analysis or preparation functions;
• export, synchronization or interoperability functions with third-party DJ software, where supported.

The exact scope of functions depends on the selected Tier, 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.

5.2 Heyora grants the User a simple (non-exclusive), non-transferable and non-sublicensable right to use the Software as intended. Any usage fees result from the Tier selected by the User.

5.3 All rights not expressly granted remain with Heyora or the respective rightholders.

6. Consumer rights in the case of free provision

With regards to the free beta version and any free tier version, the Software is provided free of charge and without the provision of data as consideration; hence the special provisions for paid consumer contracts do not apply. This concerns in particular a right of withdrawal, a cancellation button and the special warranty for digital products provided for a fee. Other mandatory statutory consumer rights remain unaffected.

7. Restrictions on use

7.1 Unless permitted by mandatory law or expressly allowed in this Agreement, the User is prohibited from:

• (a) reproducing, renting, leasing, lending, selling, distributing, transferring, publishing, bundling or sublicensing the Software or parts thereof;
• (b) decompiling, reverse engineering, disassembling the Software or otherwise determining its source code;
• (c) modifying or editing the Software or creating derivative works based on it;
• (d) removing or altering copyright, trademark or other intellectual-property notices;
• (e) circumventing or disabling technical protection, activation or licensing mechanisms.

7.2 The User is not entitled to reproduce or use the Software, its user interfaces, components or the content contained therein for the purpose of text and data mining and/or the training of artificial intelligence.

8. Rights in User Content and public performance

8.1 The rights in the User Content are to be distinguished from the terms of use of the Software. Decoding or analyzing a track by the Software does not make the track a derivative work of the Software.

8.2 The User is solely responsible for holding the necessary rights (in particular copyright and neighbouring rights) in the User Content that they process with the Software, and warrants that its use (including public performance) is permitted.

8.3 For streamed or purchased music, the respective provider and license terms apply; not every source permits use in DJ software or public performance. Compliance with these terms is the User's responsibility.

8.4 In the case of public performance or playback, additional rights and levies payable to collecting societies may arise (varying by country). Fulfilling these obligations is the responsibility of the User or of third parties (e.g. event organizers).

8.5 Processing of the User Content (including BPM/key analysis) takes place locally on the User's device; Heyora thereby obtains no access to it and does not transmit it to itself or to third parties.

8.6 The Software is a neutral tool and does not supply, host, broker or stream any music, and Heyora grants no rights relating to User Content. The Software must not be used to infringe the rights of third parties.

9. DRM and copy protection

9.1 Neither Heyora nor the User may circumvent technical protection measures (DRM/copy protection) (e.g. under the Digital Millennium Copyright Act (DMCA) in the USA and comparable provisions of other states).

9.2 The Software processes exclusively local, unprotected audio files of the User and does not remove or circumvent any copy protection.

9.3 Determining whether a file is protected and may be used is the responsibility of the User.

10. Open-source and third-party components

10.1 The Software contains third-party components that are subject to separate license terms. Heyora provides a complete overview (component, license, copyright) in the Third-Party Notices of the Software.

10.2 Third-Party Components are provided by their respective rightholders "as is" and without warranty or indemnification with respect to third-party intellectual property rights. Heyora therefore assumes no warranty or indemnification for the Third-Party Components.

11. No warranty in the case of free provision, data backup and liability

11.1 As long as Heyora provides the Software free of charge, Heyora provides it "as is"; no particular suitability, availability or freedom from defects is warranted.

11.2 Irrespective of whether Heyora provides the Software for a fee or free of charge, the User is responsible for making regular backup copies of the User Content and of other data used in connection with the Software. Heyora is liable for data loss only in accordance with Sections 11.3 and 11.4 and only insofar as the loss would also have occurred had proper data backup been carried out.

11.3 Heyora is not liable, for and in connection with the provision of its services, for slight negligence, unless there is a breach of a contractual obligation whose fulfillment is essential to the proper performance of the contract and on whose compliance the other party regularly relies and may rely (cardinal obligations). In such cases Heyora is liable only for foreseeable damage typically to be expected. Material contractual obligations are those obligations that form the basis of the contract and that were decisive for entering into the contract.

11.4 Heyora is not liable for the loss of data insofar as the damage is based on the User's failure to carry out data backups and thereby ensure that lost data can be restored with reasonable effort.

11.5 The limitation of liability under Section 11 does not apply insofar as (i) liability cannot be limited or excluded under applicable law, in particular under product liability law; (ii) in the event of intent or gross negligence; (iii) in the case of injury to life, body or health; (iv) in the event of fraudulent concealment (Arglist); and (v) in the event of non-compliance with an agreed guarantee.

12. Data protection and telemetry

12.1 Heyora processes personal data only to the extent necessary and in accordance with applicable data protection law, in particular the GDPR. Details are set out in the Privacy Policy.

12.2 The Software is designed for data minimization. User Content and its analysis results remain locally on the device; track metadata and audio data do not leave the device.

12.3 Any collection of diagnostic and usage data (telemetry, crash reports) takes place only with the User's consent and can be deactivated by the User for the future; it is neither a condition of use nor consideration.

13. Changes to and deactivation of the Software

13.1 Heyora offers the Software as a standardized service for a large number of users and therefore provides it to the User in the version generally made available at the relevant time. If Heyora materially changes the Software to the User's detriment, Heyora will inform the User at least 30 days in advance. This duty to inform does not apply insofar as changes are, in Heyora's reasonable assessment, necessary to comply with legal requirements or to ensure the security of the Software, of Heyora, the User or third parties. In such cases Heyora will inform the User within a reasonable period, which may also fall after the change has been made. Where specific functionalities have been agreed, the User has a right of termination in the event of a material change.

13.2 Heyora is entitled to block, restrict or deactivate the usability of the Software in whole or in part remotely ("Deactivation") if there is a legitimate reason. Legitimate reasons are: (a) a significant security vulnerability or a danger emanating from the Software to users, third parties or their systems; (b) a statutory, official or judicial obligation; (c) the loss of rights that Heyora requires in order to provide the Software (e.g. licenses to Third-Party Components); (d) a material breach of this Agreement by the User; (e) the discontinuation of the free provision of the Software as a whole.

13.3 For reasons that do not require immediate action, Heyora will, where possible, inform the User in advance with reasonable notice. In urgent cases, Deactivation may take place without prior notice.

13.4 Deactivation concerns only the Software; locally stored User Content remains unaffected and can continue to be used with other software.

13.5 Insofar as the Software is provided free of charge, there is no claim to damages, compensation or refund in the event of Deactivation; Section 11 remains unaffected. Mandatory statutory rights, in particular those of consumers, remain unaffected.

13.6 For status/license verification and, where applicable, to enable Deactivation, the Software will establish a connection to a Heyora server at regular intervals.

14. Indemnification by the User

14.1 Insofar as the User uses the Software as an entrepreneur, the User shall indemnify Heyora as well as its legal representatives, employees and vicarious agents against all third-party claims that are asserted against Heyora and for which the User is responsible, insofar as they are based on:

• (a) the User's User Content or its use with the Software;
• (b) an unlawful use of User Content or other content, in particular the infringement of copyright, neighbouring rights, trademark, personality or other rights of third parties;
• (c) a breach of this Agreement by the User;
• (d) a breach by the User of applicable law, including data protection, competition or export law.

14.2 The indemnification covers the reasonably necessary costs of out-of-court and judicial legal defense, as well as damages and comparable payments that Heyora is obliged to make as a result of a claim covered by 14.1. Fines and contractual penalties are covered only insofar as passing them on is legally permissible.

14.3 Heyora will notify the User of any claim without undue delay in text form, will (where legally possible) give the User the opportunity to defend, and will not acknowledge or settle any claims without prior coordination with the User. The User and Heyora will support each other in the legal defense and will provide each other with the information required for this purpose. Heyora remains entitled to conduct the legal defense itself; in that case the User bears the reasonable costs for this within the scope of 14.1 and 14.2.

14.4 No indemnification exists insofar as Heyora is itself responsible for or has contributed to the claim; in the event of a contributory cause on Heyora's part, the indemnification is reduced accordingly. The User is not liable for claims based on an independent breach of duty by Heyora.

14.5 This Section 14 does not apply to consumers.

15. Term and termination

15.1 The Agreement is concluded for an indefinite period. Both parties may terminate the usage relationship subject to a notice period of one month to the end of a calendar month; the User by declaration in text form, by uninstalling and/or deleting their account, and Heyora by declaration in text form, by discontinuing the provision of the Software or by deleting the account.

15.2 The right to extraordinary termination for good cause remains unaffected. Good cause for Heyora exists in particular in the event of a material breach of Section 3, 7, 8 or 9.

15.3 Upon termination, the right of use expires; the User must uninstall the Software and delete existing copies. Sections 7 to 14 survive termination.

16. Third-party trademarks

The Software is an independent product of Heyora. Heyora is not affiliated with, and is not supported, sponsored or authorized by, the manufacturers of other DJ software or hardware, streaming or music providers, record labels, artists or other third parties whose names, trademarks or products are mentioned in the Software or the Documentation. All trademark, product and company names mentioned are the property of their respective owners. Their mention serves solely for description and identification (e.g. regarding interoperability, supported file formats or compatibility) and does not establish any business connection, partnership or endorsement. In particular, macOS and Apple are trademarks of Apple Inc.; there is no connection with, or sponsorship by, Apple.

17. Final provisions

17.1 German law applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). Applies only to consumers: If the consumer has their habitual residence in another state, the mandatory consumer protection provisions of that state remain unaffected (cf. Art. 6 of the Rome I Regulation (EC) No 593/2008).

17.2 Applies only to entrepreneurs: Insofar as a choice-of-venue agreement is permissible and the User is an entrepreneur, the exclusive place of jurisdiction is Heyora's registered seat in Berlin; Heyora is also entitled to bring proceedings at the User's general place of jurisdiction. For consumers, the statutory places of jurisdiction apply.

17.3 The User may use the program only in accordance with applicable export and sanctions regulations (in particular those of the EU and the USA) and must not export it to, or use it in, sanctioned territories.

17.4 Heyora is entitled to amend this Agreement. Amendments may be made to adapt to applicable law or to implement the further development of contractually agreed services, provided that such amendments do not significantly shift the previously agreed balance of performance and consideration in Heyora's favor. Heyora will notify the User of amended contract terms at least thirty (30) days before they take effect. The amended contract terms become effective if the User does not object to them in text form (e.g. by email) within the reasonable period stated in the notice and continues to use the Software after the period has expired. Heyora will specifically draw the User's attention to these consequences in the notice. Other termination rights of the parties remain unaffected.

17.5 Should individual provisions be or become invalid, the validity of the remaining provisions remains unaffected.

17.6 Amendments and supplements to this Agreement must be made in text form.

17.7 The language of the contract is English.

Provider contact

Heyora UG (haftungsbeschränkt)
Leberstraße 63
10829 Berlin
Germany

Email: hey@ora-dj.com