This document has been translated from German for your convenience. The original German version is the effective legal version. In any dispute, the original German version shall prevail.
1. Services from Steady
Steady publishing: Support for the publication of digital content or publications
Support of the publisher in the management, presentation and adaptation of the publisher's digital content (in the form of articles, newsletters or podcasts) on the Internet for the publisher's customers and, if applicable, other third parties (provision).
Support of the publisher in the distribution of its digital content by a) presenting its offering on Steady's websites or apps, b) sending newsletters, or c) providing podcasts as downloads or streams (distribution).
Support of the publisher in marketing its digital content ("publication") by highlighting its offer on Steady websites or apps or by supporting customer acquisition or customer retention, e.g. for a publisher newsletter (marketing).
Integration of Steady products for the marketing of the publisher's digital content ("publication") and measures for customer acquisition and retention in or on the publisher's existing (external) online offers (integration).
Steady membership program: sale of memberships or subscriptions
Creation and administration of membership programs for own digital content ("publication") by the publisher, including administration of paid memberships (administration).
Sale and administration of paid memberships (also "subscriptions") for a publisher’s publications on behalf of and for the account of Steady to end customers (also "members" or "subscribers"), including the licensing by Steady of all digital content of the Publisher required for this (monetization).
Integration of membership programs (sales and administration) or other Steady products into or onto existing (external) online offerings of the publisher (integration).
Marketing of memberships and digital content ("publication") and measures to attract and retain customers by highlighting them on Steady websites or apps (marketing).
All services together are hereinafter referred to as "Steady Products". In return, Steady receives either a) permission from the Publisher to distribute content to third parties in the form of memberships/subscriptions in its own name and for its own account (see clause 2), or b) payments from the publisher based on the extent to which the publisher uses the services (see clause 3), or c) a mixture of both models.
2. Billing Steady Membership Program (Licensing)
a) Licensing to Steady and publisher licence fee
If the publisher allows the monetisation of his content by Steady, they grant Steady a licence necessary for the provision of the content to members/subscribers. For providing the content, he receives a share of the revenue Steady generates with the content ("publisher licence fee").
b) Publisher licence fee billing
The publisher licence fee is 90% of the assessment basis. The assessment basis is all payments made by members/subscribers in a month to Steady, insofar as they relate to the content provided by the publisher or to the corresponding memberships, less any taxes (e.g. value added tax (VAT) or sales tax) collected in the process and payment service provider fees. In the case of annual payments by customers, 1/12 of the payment is taken as the assessment basis each month during the term of the membership/subscription.
The resulting amount (plus value added tax (VAT) or sales taxes, if applicable) will be transferred to the publisher via Paypal on a monthly basis in the following month. Steady can change the payout partner with a reasonable notice period as well as postpone the payout until the amount to be paid out is at least 30 EUR. Steady can pass on the fees of payout partners to the publishers.
As a rule, billing and payouts are made in the currency in which the publisher's content is presented (presentment or project currency). In case of doubt, this is the currency in which the content is offered. If the publisher licence fee is settled and/or paid in currencies other than the presentment currency (in a settlement currency), all revenues from the presentment currency will be converted into the settlement currency for settlement between the parties to this agreement.
Steady may retain a reasonable amount for up to 90 days to cover risk of reversals, chargebacks, revocations and the like. Prerequisites for the payout are complete information, according to clause 5.
3. Billing Steady Publishing (services according to scope)
The publisher can use the publishing services of Steady free of charge, but in this case the possibility of use is limited by a technical cap. Steady will redefine this technical cap from time to time in order to ensure the viable operation of the platform. The current upper limits are available on Steady's website.
Usage above this limit may incur high operating or setup costs for Steady (for example, downloading podcasts through Steady or sending emails using Steady's systems). Therefore, the tacit toleration of exceeding the upper limits by Steady (for example, to allow a publisher to test the services) does not establish a claim that these upper limits can be exceeded in the future.
For a permanent use of Steady products above these upper limits, Steady can offer the publisher supplementary agreements according to the respective current price and service overview, that distribute the economic burden between the parties.
4. Adjustment clause (type and scope)
Steady may also change the scope of services of Steady products for technical, legal or economic reasons with a reasonable notice period. Substantial changes must be agreed to by the publisher to become effective.
5. Mandatory information, legal requirements and third-party rights
The publisher agrees to keep a legal notice, as well as company, tax and payment information in the Steady products always up to date to enable smooth payment transactions and to comply with legal requirements. Steady may request appropriate evidence to verify the information. If the publisher allows the monetization of their content not published with Steady, they undertake to indicate the place of publication in the form of a URL in each case.
The publisher ensures that they have all necessary rights to the content they offer. Apart from this, the parties are mutually liable, insofar as such a limitation is legally permissible, only for damages from intent and gross negligence, and in terms of amount, only up to the contract value of the last six months.
6. Clause on mutual processing of data by order (Art. 28 DSGVO/GDPR)
The parties place importance on observing the rights and obligations of the parties and the rights of third parties with regard to data protection requirements.
The subject matter and duration of the processing, the nature and purpose of the processing, the type of personal data, the categories of data subjects and the obligations and rights of the respective data controller must therefore result from the contract between the parties. For example, for the duration of this contract (and, to the extent required by law, beyond that), the parties will store the contact details of their mutual contacts in order to be able to perform the contract, and to the extent that services are to be invoiced, invoicing information will also be stored. If the parties decide that the processing of data of third parties is required under the contract, their data would also be stored and processed by the parties.
In sum, it must be ensured that the rights of the data subjects to information, deletion and correction are safeguarded and the parties will therefore:
mutually respect and comply with instructions from the other party to protect and enforce these rights;
ensure that the persons authorised to process the personal data have committed themselves to confidentiality or are subject to an appropriate legal duty of confidentiality;
take all measures necessary for the security of the processing;
in view of the nature of the processing, assist the controller, where possible, with appropriate technical and organisational measures, in complying with its obligation to respond to requests for the exercise of data subjects' rights;
taking into account the nature of the processing and the information at its disposal, assist the controller in complying with all obligations;
upon completion of the provision of the processing services, either erase or return all personal data at the request of the controller and delete existing copies, unless there is a legal obligation to retain the personal data;
provide the controller with all information necessary to demonstrate compliance with the obligations and allow and contribute to verifications – including inspections – carried out by the controller or any other auditor appointed by the controller;
and promptly notify each other if it is believed that any instruction violates any legal requirement or this agreement.
The publisher agrees not to misuse Steady products. The parties agree that misuse occurs if, for example:
criminal or misleading content is published;
content from third parties is published without their consent;
access to Steady's systems is given to third parties;
Steady products are used by the publisher or with the publisher's acquiescence by third parties in a way that technically, economically or legally endangers the operation of Steady products;
Steady products are used for commercial activities outside the area of "publishing", e.g. for commercial product newsletters, advertising, gambling or similar;
files are published that are likely to endanger the technical security of the systems from which they were accessed;
there is a gross deviation from the current Steady Community and Usage Guidelines.
In the event of misuse, Steady may block Steady products and/or terminate them extraordinarily without notice.
Both parties can terminate the cooperation at any time with a notice period of six weeks to the end of the month. In case Steady has sold content of the publisher in the form of memberships or subscriptions to third parties, the contract ends only at the time when these memberships can also be terminated regularly.
The remaining term of the current memberships that have already been paid is decisive in this regard. In the event that the publisher terminates, blocks or deletes the provision of content contrary to the contract and Steady must therefore prematurely terminate the sold memberships, Steady can demand reasonable compensation for the resulting effort and damage.