User Generated Content Agreement for Self-Guided Tours with YourMobileGuide (“Agreement”)
This Agreement is entered into between the following Parties:
by Check for Trips GmbH
(hereinafter referred to as“YMG”)
ZIP & City:
(hereinafter referred to as "Author")
each: “the Party”, together: “the Parties”.
1 Scope of the Agreement and relationship between the Parties:
a. Check for Trips GmbH is the owner of YourMobileGuide, a marketplace (website and App) for self-guided travel (“Platform”). YMG offers audio tours to its users via its website, Apple and Google app stores, via its API in third-party apps and via third-party platforms (e.g. Tripadvisor, Booking.com, GetYourGuide, Airbnb, etc.) (“Service”). The audio tours can either be downloaded and listened to by users on their mobile devices via the YourMobileGuide app or can be played via the web browser.
b. The Author can create audio tours and upload them to the Platform and third-party platforms. The audio tours can contain audio files, texts, images, videos and music. The Author determines whether their audio tour can be accessed by users free of charge or for a fee to be determined by the Author.
c. In order for YMG to host the audio tours on the Platform or the third-party platforms and for the users to be able to access the content, the Author grants YMG the rights of use listed below to the audio tours created and uploaded by them.
d. This Agreement applies to tours / content published by the Author on the Platform or published by YMG on third-party platforms.
2 Obligations of the Author and rights of use
a. The Author is and shall remain the owner of the content and the copyrights to the audio tours.
b. By uploading the audio tours to the Platform, the Author grants YMG the worldwide, non-exclusive, royalty-free rights to use these audio tours for the purpose of providing the relevant Service (including hosting, making them publicly available, sublicensing, copying, distributing, editing, displaying and reproducing them).
c. The Author also grants users of the Platform the worldwide, non-exclusive right, either free of charge or subject to a charge, at the Author's option, to access and use the selected audio tours within the framework of the Service (including copying, display and playback), insofar as it is necessary and supported by the Service.
d. The Author grants YMG the right to promote their content / audio tours on the internet, social media, app stores and third party travel platforms. The Author grants YMG the right to use parts of their content / audio tours to promote these audio tours.
e. The Author grants YMG the right to use their name and logo/brand as a reference for promotional purposes.
3 Third party rights, Indemnification
a. The Author declares that they are the exclusive owner of the copyright to the contents of the audio tours, that they can freely use the contents of the audio tours and that the contents of the audio tours are free of third party rights, in particular copyrights, property rights (property release) and personal rights of any individuals depicted. The Author declares that no third party rights violate the exploitation of the audio tours.
b. Should any legal claims be made against YMG in respect to the audio tours due to the infringement of copyrights, personal rights or other rights, the Author shall fully indemnify YMG immediately against such claims upon first request.
c. The Author shall be obliged to assist YMG in the event of a legal dispute. In particular, the Author shall immediately provide YMG with all information required for clarification. The Author shall also reimburse YMG for the costs incurred or incurred by legal prosecution or legal defence.
4 Revenue Split
a. The Author may offer their audio tours at the price they determine or make them available to the user free of charge.
b. All revenues shall be divided as follows after deduction of the costs, in particular VAT and the fees of the app store platforms such as Google Play and Apple App Store or other third-party platforms:
60% for the Author
40% for YMG
Tour is sold for 10 Euros.
30% is taken by Apple, Google Play or any third party.
10 Euro – 30% = 7 Euro
60% = 4.20 Euro for Author
40% = 2.80 Euro for YMG
c. All payments will be made once a month via PayPal through credit receipts.
d. Exceptions shall apply to any income generated from affiliate links from OTA‘s within the tour. These additional revenues belong 100% to the Author.
e. Should the payment be subject to a withholding tax or comparable taxes at the registered office of YMG, YMG shall be entitled to reduce the payments by the amount of the withholding tax and to pay the taxes to the competent tax authority, unless the Author submits an exemption from tax liability. YMG will provide the Author with appropriate support in obtaining a corresponding exemption from tax liability or in claiming the tax refund
5 Term, Termination
a. This Agreement may be terminated at any time by either Party without further notice. YMG will remove the content from the Platform and from third-party platforms within 15 days and suspend any advertising for the Author.
b. The Author shall also have the option to remove individual or multiple audio tours at any time without termination of this Agreement. Upon removal, the term of the licence in respect of the removed audio tour will end.
c. Should the Author remove audio tours, YMG shall not be obliged to recall audio tours that have already been downloaded by Platform users to their mobile device via the YourMobileGuide app or to delete copies that YMG is obliged to retain for legal purposes.
d. Should any content of audio tours violate this Agreement or the rights of third parties, or should YMG be entitled to assume this, YMG may remove the corresponding audio tour or parts thereof. YMG will inform the Author of the relevant reasons and, if possible, give the Author the opportunity to remedy the infringement.
e. In the case the Author no longer owns the rights specified in this Agreement, they are obligated to remove the content immediately.
6 Final provisions
a. Amendments and additions to this Agreement must be in writing in order to be valid. This also applies to any modification of this clause. The Parties confirm that no verbal or written side letters exist.
b. This Agreement and its execution shall be governed by German law to the exclusion of the applicability of the UN Convention on Contracts for the International Sale of Goods (CISG) or conflicting conflict-of-law rules. Place of performance („Erfüllungsort“) and the jurisdiction for any disputes regarding rights and obligations arising from this Agreement, including its validity, shall be the registered office of YMG.
c. The invalidity or unenforceability of one or more provisions of this Agreement shall not affect the validity of the remaining provisions of this Agreement. Any invalid or unenforceable provision or any gap shall be replaced by a legally permissible and enforceable provision which, to the best of the Parties' knowledge, most closely reflects the intention and purpose of the invalid, unenforceable or missing provision.
Date, Place & Signature
Date, Place & Signature