Terms and Conditions

These General Terms and Conditions (hereinafter "T&Cs") apply to all contracts for the use of the PostRaven software and to partner agreements between Matthias Schönwälder, Rosenthalstr. 17, 53859 Niederkassel, Germany, email: kontakt@postraven.app (hereinafter "Provider") and the respective contractual partner (hereinafter "Partner"). Conflicting or deviating terms of the Partner will not be recognised unless the Provider expressly agrees to them in writing. These T&Cs apply exclusively to entrepreneurs within the meaning of § 14 of the German Civil Code (BGB).

The subject of the contract is the time-limited granting of usage rights to the PostRaven software in the form of software licences (hereinafter "Licence") and related services. PostRaven is a self-hosted software solution for AI-assisted community management on YouTube. The software is delivered as container images and is operated exclusively on the end customer's infrastructure.

Licences are distributed to end customers exclusively through Partners. There is no direct contractual relationship between the Provider and end customers. The Partner acts toward their customers in their own name and for their own account.

Upon conclusion of the Partner contract and full payment of the agreed remuneration, the Provider grants the Partner a non-exclusive right, limited in time to the respective licence term, to use the software within the agreed scope and to sublicense it to end customers within this contract.

The licence allows installation and operation of the software on the Partner's or end customer's infrastructure. Sublicensing to end customers under the conditions agreed with the Provider is expressly permitted and forms the core of the Partner relationship. Transfer of the licence to third parties outside such compliant sublicensing, as well as any transfer of rights from the Partner contract, require the Provider's prior written consent. Reverse engineering, decompilation or disassembly of the software is not permitted unless mandatory statutory provisions expressly allow it. The Partner is not entitled to remove or alter copyright notices, trademarks or other proprietary markings in the software.

The Partner undertakes to: place at least one active end-customer licence contract per calendar year to maintain partner status; use the software only in compliance with statutory provisions and the Provider's terms of use; accurately inform end customers about the technical requirements for operating the software; provide first-level and second-level support to their end customers on their own responsibility; immediately inform the Provider about known security vulnerabilities or misuse; keep licence-server credentials confidential and protect them from unauthorised access; indemnify the Provider from all third-party claims arising from breach of contract or unlawful use of the software by the Partner or their end customers.

The remuneration for licences follows the Provider's price list valid at the time of order. End-customer prices are set by the Partner at their own discretion.

Invoices are due within 14 days of invoice date without deduction. In case of delay, the Provider may charge statutory default interest and block access to the licence server until outstanding amounts are paid in full. All prices are stated plus any applicable statutory VAT.

The Partner may not offset claims against the Provider unless the counterclaim is undisputed or has been legally established. A right of retention may only be exercised for counterclaims arising from the same contractual relationship.

Partner agreements are concluded for an indefinite period and may be terminated by either party with four weeks' notice to the end of a month in text form (§ 126b BGB). The right to extraordinary termination for good cause remains unaffected. Good cause exists in particular if the Partner materially breaches these T&Cs and fails to remedy the breach within 14 days of a written warning.

Termination of the Partner contract ends the Partner's right to place new end-customer licences. Active end-customer licences already issued remain unaffected by termination of the Partner contract and continue until the end of their agreed term. From the date of Partner-contract termination, the Provider may transfer such end-customer licences to another Partner or negotiate renewal directly with the end customer.

In the event of extraordinary termination for good cause by the Provider due to material breaches by the Partner, the Provider may terminate individual end-customer licences with a reasonable transition period if continuation would be unreasonable for the Provider.

The Provider releases updates and new versions at its own discretion. There is no entitlement to specific updates, new features or fixing of specific defects within a specific period unless expressly agreed in writing.

As the software is exclusively self-hosted, responsibility for ongoing operation, system availability, data backup and data security lies entirely with the Partner or end customer. The Provider assumes no responsibility for outages arising in the Partner's or end customer's infrastructure.

The software depends on the availability of the YouTube Data API and other third-party services. The Provider has no influence on changes, restrictions or discontinuation of these services and is not liable for resulting functional impairments.

The Provider warrants that the software substantially conforms to the product description at the time of licence grant. Any further warranty — in particular for specific economic success, uninterrupted availability, freedom from errors or fitness for a particular purpose — is expressly excluded.

Defects must be reported by the Partner in text form without undue delay, at the latest within 14 days of discovery. The Provider is entitled to remedy defects at its discretion by rectification or replacement. Warranty claims are excluded insofar as defects are caused by improper operation, unauthorised alterations to the software, or use outside the intended system environment.

The Provider is liable without limitation only for damages resulting from injury to life, body or health and for damages based on intent or gross negligence.

In all other respects the Provider's liability — on whatever legal grounds — is limited to typically foreseeable damage and capped at the amount of licence fees paid by the Partner to the Provider in the twelve months preceding the damaging event.

Expressly excluded is any liability for lost profits, indirect or consequential damages; data loss or corruption (as data is stored exclusively on Partner or end customer infrastructure); damages due to changes, restrictions or discontinuation of the YouTube Data API or other third-party services; damages arising from use by end customers; damages due to omitted or faulty data backup by Partner or end customer; damages due to force majeure, cyberattacks on Partner or end customer infrastructure or other events beyond the Provider's control.

The limitations of liability do not apply where the Provider has assumed a quality guarantee or claims exist under the German Product Liability Act.

The Partner indemnifies the Provider from all claims, costs and damages which third parties — including end customers — assert against the Provider, insofar as these are based on conduct of the Partner or their end customers, in particular: violation of third-party rights by content processed with the software; breach of applicable data-protection law by the Partner or end customer; use of the software in breach of contract or law; incorrect or misleading statements by the Partner to end customers about software properties.

Each party is responsible for compliance with data-protection regulations in its own area of responsibility. As PostRaven is exclusively self-hosted, the Provider does not process personal data of end customers. A data processing agreement between Provider and Partner is therefore generally not required.

The Partner is obliged, in its relationship with its end customers, to comply with the requirements of the GDPR and other applicable data-protection laws and — where necessary — to conclude suitable data processing agreements.

PostRaven provides a configurable operating mode for commentator profile analysis. In basic mode — the default — only publicly visible comment and statistics data is processed. The extended mode (OSINT-style profile analysis with evidence quotes) is optionally activatable; activation and lawful use of this mode are the sole responsibility of the operator of the installation. Prior to activating the extended mode, Partner and end customer must themselves check and document a suitable legal basis (e.g. explicit consent of data subjects or applicability outside the GDPR scope).

Both parties undertake to treat all confidential information of the other party — in particular technical documentation, pricing conditions and business information — as strictly confidential and not to pass it on to third parties without prior written consent. This obligation continues after the end of the contractual relationship.

If either party is prevented from fulfilling its contractual obligations by force majeure, the affected obligations are suspended for the duration of the event and to the extent of the impediment. Force majeure includes in particular natural disasters, war, terrorism, pandemics, labour disputes, governmental orders, outages of telecommunications or power networks, and disruptions at third-party providers (including YouTube Data API and AI providers) which are outside the affected party's sphere of influence.

The affected party will inform the other party in text form without undue delay about the occurrence and expected duration of the event. If the event lasts longer than 60 calendar days, both parties are entitled to terminate the contract in text form without observing a notice period. Services already rendered will be billed pro rata in this case.

The law of the Federal Republic of Germany applies, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction for all disputes arising out of or in connection with this contract is the Provider's seat, insofar as the Partner is a merchant, a legal entity under public law or a public-law special fund.

Should individual provisions of these T&Cs be or become wholly or partly invalid or unenforceable, this does not affect the validity of the remaining provisions. The invalid provision shall be deemed replaced by a valid provision that comes closest to the economic purpose of the invalid one.

Amendments and additions to these T&Cs require text form. This also applies to the waiver of this form requirement.