1. General
1.1. VoiceLine is operated and developed by VoiceLine GmbH, Müllerstraße 43, 80469 Munich („VoiceLine GmbH“).
1.2. These VoiceLine-GTC govern the use of VoiceLine by the “Client” as authorized by VoiceLine GmbH (Client together with VoiceLine GmbH also “Parties” and individually “Party”).
1.3. Prerequisite for the authorization and the use of VoiceLine is the conclusion of a license agreement with VoiceLine GmbH in written form using the “Contract Form”, of which these VoiceLine-GTC and the quote including service description (“VoiceLine Quote”) are essential parts of (Contract Form, VoiceLine Quote and VoiceLine GTC together “License Agreement”).
1.4. The License Agreement is exclusively concluded with entrepreneurs within the meaning of § 14 German Civil Code (Bürgerliches Gesetzbuch, BGB), i.e. natural or legal persons or partnerships with legal capacity acting in the exercise of their commercial or independent professional activity. No contracts are concluded with consumers (Verbraucher) within the meaning of § 13 German Civil Code.
1.5. Any Client’s terms and conditions deviating or supplementing these VoiceLine-GTC shall not apply, unless the Parties have agreed explicitly otherwise in written form (email not sufficient).

2. Subject of the License Agreement; Scope of Services
2.1. VoiceLine is a browser- and app-based software application for asynchronous voice collaboration. The exact scope and VoiceLine’s functionalities, services and interfaces can be found in the VoiceLine Quote and in the descriptions on the website under https://voiceline.ai/ (“VoiceLine Website”). The access to VoiceLine is exclusively online. VoiceLine is accessible through the internet on the VoiceLine Website or through its apps.
2.2. VoiceLine GmbH provides the Client VoiceLine with the functionalities and services in place at the point in time of the conclusion of the License Agreement. VoiceLine GmbH reserves the right to further develop the functionalities and services in the future and to introduce additional functionalities, services and/or any interfaces. Completed upgrades and/or supplements shall be provided to the Client in the framework of VoiceLine without separate remuneration.
2.3. To the extent, VoiceLine GmbH (in the future) provides interfaces within the framework of VoiceLine to the systems of third parties, VoiceLine GmbH is not obliged to adapt those to potential amendments to such systems of third parties. VoiceLine GmbH will in such cases take reasonable effort to establish interoperability. This does not include any new or additional functionalities, services or interfaces, which may be subject to further agreements and separate fees.
2.4. The right of the Client to the use of VoiceLine is limited to the term of the License Agreement, and is non-exclusive, not sublicensable and non-transferable (“Right of Use”). The Right of Use exclusively covers the Client’s users specified by name or email-address by the Client („Users”).
2.5. VoiceLine GmbH provides the Client with support via email and telephone as described in the VoiceLine Quote and at the VoiceLine Website.
2.6. The Client’s right to use VoiceLine is limited to the scope of the prevailing technical standards. VoiceLine shall be available at a monthly average of 99,5% (scheduled maintenance and improvements excluded). Necessary maintenance or improvement works may result in temporary unavailability of VoiceLine or individual functionalities. VoiceLine GmbH shall take the Client’s legitimate interests into account, in particular by providing advance notice within a reasonable timeframe. VoiceLine GmbH reserves the right to make the use of VoiceLine conditional upon the Client’s compliance with reasonable security requirements.

3. Access and Access Data; System Integrity
3.1. Access to VoiceLine is protected by passwords and may also be protected by further technical measures (e.g. SMS-TAN). In order to obtain access, the Client must request access for each User. VoiceLine GmbH shall then submit to the User access data and grant access after activation by the Client.
3.2. The Client and/or the Users shall keep the password confidential and duly secure the access data. The Client shall be responsible and liable for the Client’s Users. The Client is obliged to inform VoiceLine GmbH immediately in the event of evidence of the abuse of the Client’s and/or any of the Client’s Users’ access to VoiceLine by third parties. VoiceLine GmbH shall not disclose the password of a Client and/or a User to third parties and shall never request the password from the Client and/or the User via email or telephone. The Client shall be in general liable for any and all activities carried out using its access data to the extent the Client is responsible for the abuse of the Client’s or the User’s access data.
3.3. Activities intended to make VoiceLine inoperable or to impede its use are not permitted. The Client and the Users shall not take any measures that could result in inappropriate or excessive use of the infrastructure of VoiceLine.

4. System requirements and Client’s Obligation
4.1. The Client is responsible for ensuring compliance with all system requirements necessary for the use of VoiceLine, in particular with regard to a sufficient internet connection, operating system and browser (“System Requirements”). VoiceLine GmbH will provide recommendations regarding the System Requirements upon request.
4.2. VoiceLine is also available as a mobile application via the Apple App Store and the Google Play Store. The Client acknowledges that the use of the mobile app requires a compatible mobile device and operating system. VoiceLine GmbH does not warrant or guarantee the continued availability of the mobile app through any third-party app store.
4.3. For some of the functionalities on the web frontend, consent to the storing of cookies and the activation of JavaScript may be required. In order to use these functionalities, the Client must ensure that the Client’s and/or the Users’ browser software is up to date and that the Client and/or the User has activated any functionalities that may be required.

5. Interfaces and Third-Party Systems
5.1. The Client is solely responsible for establishing, maintaining and ensuring the continued availability of any connections between VoiceLine and third-party systems (in particular CRM systems), including the provision and renewal of API credentials, access tokens and required authorizations.
5.2. The Client warrants that it holds all necessary rights, consents and legal bases under applicable law (including data protection law and any contractual confidentiality obligations vis-à-vis third parties) for any data automatically retrieved by VoiceLine from such third-party systems via these connections; such data shall be treated as Input within the meaning of Clause 6.3. Any unavailability of VoiceLine functionalities caused by the unavailability or malfunction of third-party systems shall not constitute a defect and shall not be counted towards the availability commitment under Clause 2.6. VoiceLine GmbH shall not be liable for damages arising from the unavailability or malfunction of third-party systems.

6. AI Functionalities
6.1. VoiceLine uses third-party artificial intelligence models and services (“AI Models”) to provide certain functionalities (e.g. speech-to-text, summarization, content generation) (“AI Output”). VoiceLine GmbH may add, replace or discontinue AI Models from time to time, provided that the contractually agreed core functionalities of VoiceLine remain materially unaffected.
6.2. The Client acknowledges that AI Output is generated by probabilistic models and may be incomplete, inaccurate, outdated or otherwise unsuitable for the Client’s intended use. The Client is solely responsible for reviewing and validating AI Output before using it or relying on it, in particular for decisions with legal or similarly significant effects.
6.3. The Client is solely responsible for any content, data, prompts, audio recordings or other materials submitted to VoiceLine (“Input”). The Client warrants that it holds all rights, consents and authorizations necessary for such Input and its processing by the AI Models, that the Input does not infringe any third-party rights or violate applicable law, and that, where the Input contains personal data or recordings of third parties, all required information has been provided and all required consents have been obtained.
6.4. The Client shall not use VoiceLine, the AI Models or the AI Output for any purpose that would qualify as a high-risk AI system or high-risk use under Regulation (EU) 2024/1689 (“AI Act”) or equivalent applicable law, in particular for use cases listed in Annex III of the AI Act, and shall refrain from any use prohibited under Article 5 of the AI Act.
6.5. The Client shall indemnify and hold harmless VoiceLine GmbH from and against any third-party claims, damages, fines and reasonable costs (including reasonable legal fees) arising out of or in connection with a breach of this Clause 6 by the Client or its Users, including its use of AI Output.

7. Prohibited Use
The Client shall ensure that the following prohibitions are observed when using VoiceLine:

7.1. VoiceLine shall not be used for any purpose other than those defined in the Service Description and the License Agreement.
7.2. The Client shall not store, transmit or otherwise disseminate through VoiceLine any content that violates applicable law, in particular professional regulations, official orders or third-party rights (including copyrights, industrial property rights and personality rights), or that is defamatory, discriminatory, racist, offensive, threatening or otherwise objectionable.
7.3. The Client shall not store or transmit through VoiceLine any content containing spam, malicious code, viruses or other malware, or any other information, files or programs capable of interrupting, destroying or impairing the functionality of software, hardware or telecommunications infrastructure.
7.4. The Client shall not alter, remove or add any proprietary notices, copyright notices or other rights reservations contained in or applied to VoiceLine.
7.5. The Client shall not use VoiceLine as a reseller or make it available to third parties on a commercial basis.

8. Blocking of Access and Other Measures
8.1. VoiceLine GmbH has the right to block VoiceLine temporarily for the Client in the event that there is specific evidence that a Client and/or Users have violated statutory provisions or these VoiceLine GTC seriously or repeatedly, or the Client is in arrears with payments totalling more than two monthly fees. In the event of payment arrears, VoiceLine GmbH may only block access after having provided prior written notice to the Client and after expiry of a reasonable cure period of at least seven (7) days from receipt of such notice. VoiceLine GmbH shall notify the Client of any block without undue delay, providing prior notice where reasonably possible and otherwise immediately upon blocking.
8.2. When deciding to block access, VoiceLine GmbH shall consider the justified interests of the affected Client, in particular whether the Client and/or its Users bear responsibility for the violation. VoiceLine GmbH shall lift the block without undue delay once the grounds for blocking cease to apply.

9. Fees, Accounting, Offsetting
9.1. VoiceLine GmbH shall invoice the fees as agreed in the License Agreement, in particular in the VoiceLine Quote, and any further fees for additional services in accordance with the respective applicable price list. All amounts mentioned are net plus value added tax at the statutory rate.
9.2. Unless agreed otherwise, the fees shall be paid yearly in advance. VoiceLine shall issue a digital invoice per email to the Client on a yearly basis regarding the incurred fees. The final amount shown in the invoice is due for payment within thirty (30) days of the invoice date. All payments shall be made to the VoiceLine Account stated in the invoice. Further payment methods may be available as stated in the VoiceLine Quote or on the VoiceLine Website.
9.3. Clients are only entitled to set off due and/or future claims against payment requests by VoiceLine GmbH where these claims are legally established or undisputed.
9.4. In the event of late payment, the Client shall pay default interest at a rate of nine (9) percentage points above the base interest rate (Basiszinssatz) per annum in accordance with § 288(2) BGB. The right of VoiceLine GmbH to claim further damages caused by delay remains unaffected. The right to block access pursuant to Clause 8.1 and to terminate pursuant to Clause 10.2 shall remain unaffected.

10. Term and Termination
10.1. Unless agreed otherwise in the License Agreement, the term of the License Agreement shall be 12 months (“Initial Term”) and shall be extended for a further 12 months period in each case unless one of the Parties terminates the License Agreement with written one month’s notice before the end of the respective term (email sufficient)
10.2. The right of each of the Parties to terminate for good cause with immediate effect remains unaffected. Good cause shall be deemed to exist, if (i) an insolvency proceeding over the assets of the Client is opened or rejected due to the lack of assets, or an out-of-court conciliation procedure takes place, (ii) claims of the other Party are pledged and the pledge is not lifted within two weeks, or (iii) the other party seriously or repeatedly violates its duties under the License Agreement, or (iv) the Client is in arrears with payments totalling more than two monthly fees and fails to remedy such arrears within seven (7) days of receiving written notice from VoiceLine GmbH to that effect. The existence of a payment block pursuant to Clause 8.1 shall not suspend or interrupt the running of any termination notice period.
10.3. Upon termination of the License Agreement for good cause attributable to VoiceLine GmbH, VoiceLine GmbH shall refund to the Client a pro rata share of any prepaid fees corresponding to the remaining unused portion of the then-current contract term. Upon termination for good cause attributable to the Client (including but not limited to termination due to payment default or material breach by the Client), the Client shall not be entitled to any refund of prepaid fees; all amounts already paid shall be deemed fully earned by VoiceLine GmbH.

11. Warranties
11.1. VoiceLine GmbH warrants that VoiceLine is available to the Client within the scope and the availability according to Clause 2. In the event of defects, VoiceLine GmbH will take the necessary remedial action within a reasonable period. The Client shall notify VoiceLine GmbH of any defects without undue delay upon becoming aware of them.
11.2. VoiceLine GmbH warrants that VoiceLine does not infringe any third-party intellectual property rights. The Client shall promptly notify VoiceLine GmbH of any third-party claims arising from its use of VoiceLine. In such cases, VoiceLine GmbH shall, at its own cost and election, either procure the necessary rights or modify VoiceLine to be non-infringing; if neither is reasonably practicable, VoiceLine GmbH may terminate the License Agreement with immediate effect.
11.3. No warranty is given for defects caused by use of VoiceLine contrary to the agreement or its intended purpose, or by modifications made without VoiceLine GmbH’s consent.
11.4. VoiceLine GmbH is released from its performance obligations in cases of force majeure, including unforeseeable events beyond either Party’s control such as industrial action, regulatory measures, failure of third-party communication infrastructure or technical disruptions in the sphere of subcontractors.
11.5. To the extent that VoiceLine facilitates access to websites, APIs, databases or other infrastructures of third parties, VoiceLine GmbH is not responsible for the availability nor for the content of the data obtained from there. A claim for liability for resulting damages incurred by the Client against VoiceLine GmbH therefore shall not be given.
11.6. Warranty claims are subject to a limitation period of twelve (12) months from the date the defect was or should have been discovered. Any strict liability of VoiceLine GmbH regardless of fault — in particular by analogy to § 536a(1) BGB — is excluded; Clause 12 applies accordingly.

12. Limitation of Liability
12.1. VoiceLine GmbH shall be liable without limitation for damages caused by wilful misconduct or gross negligence, for damages arising from injury to life, body or health, and in cases of mandatory statutory liability (including under the German Product Liability Act). In addition, VoiceLine GmbH shall be liable without limitation for damages caused by the absence of a guaranteed quality or characteristic.
12.2. In cases of simple negligence, VoiceLine GmbH shall only be liable for the breach of a material contractual obligation, i.e. an obligation whose fulfilment is essential to the proper performance of the License Agreement and on whose compliance the Client regularly relies on and may rely on (“Cardinal Obligation”). In such cases, liability shall be limited to the damages typically foreseeable at the time of conclusion of the License Agreement and shall in any event not exceed the total fees paid by the Client under the License Agreement for the contract year in which the damaging event occurred.
12.3. In the event of loss of data, VoiceLine GmbH’s liability shall be limited to the costs of recovery that would have been incurred had the Client performed regular and appropriate data backups. VoiceLine GmbH shall not be liable for loss of data if the Client failed to perform such backups.
12.4. To the extent that liability of VoiceLine GmbH is excluded or limited, the same shall apply to the personal liability of VoiceLine GmbH’s officers, employees and agents (“Representatives”).
12.5. Any further liability of VoiceLine GmbH is excluded. The limitations set out in this clause shall not apply in the event of fraudulent concealment of a defect.
12.6. Any strict liability of VoiceLine GmbH regardless of fault — in particular by analogy to § 536a(1) BGB for initial defects — is expressly excluded.
12.7. The Client shall indemnify and hold harmless VoiceLine GmbH and its Representatives from and against any third-party claims, damages, fines, penalties and reasonable costs (including reasonable legal fees) arising out of or in connection with a breach by the Client or its Users of any obligation under this License Agreement.

13. Copyright and Rights of Use
13.1. All intellectual property rights in and to VoiceLine, including copyrights, trademarks, patents and other protective rights, are exclusively vested in VoiceLine GmbH or its licensors. The Client acquires no ownership rights in VoiceLine or any part thereof.
13.2. The Client shall not copy, modify, decompile, reverse engineer, disassemble, translate or otherwise attempt to derive the source code of VoiceLine, nor prepare derivative works based thereon. The Client shall not sublicense, resell, commercially exploit or make VoiceLine available to third parties outside the scope of the Right of Use granted under Clause 2. The Client shall not use automated tools, bots or scraping mechanisms to access VoiceLine outside of any API access expressly permitted by VoiceLine GmbH. The foregoing shall not apply to the extent such acts are expressly permitted under Sec. 69d and 69e UrhG.
13.3. The Client shall not use VoiceLine for any unlawful purpose or in violation of applicable law, including data protection law, criminal law (in particular § 201 StGB) or applicable export control regulations.
13.4. The Client retains all rights in and to its own data, Input and content submitted to VoiceLine. VoiceLine GmbH acquires no ownership rights in such data by virtue of this License Agreement; any use of Client data by VoiceLine GmbH is subject the DPA.

14. Confidentiality
14.1. The Parties undertake to keep all confidential information of the other Party, and of the entities that are affiliated with it in the sense of Sec. 15 ff. German Stock Corporation Act (Aktiengesetz, AktG), confidential which the Parties become aware of in connection with or during the implementation of the License Agreement, and to use them solely for the purposes set forth in the License Agreement. Such information may still be disclosed to those employees and external advisors who are directly involved in the implementation of the Agreement (“need to know” principle) and who are bound by law or contract \- to the extent legally permissible also for the period after they leave the company \- to maintain confidentiality. Information may also be disclosed if the other Party has agreed to disclosure. VoiceLine shall be entitled to forward confidential information on a need-to-know-basis to potential software providers in order to collect offers of such providers for the Client. Confidential information within the meaning of this section shall be trade secrets within the meaning of Sec. 2 No. 1 of German Law on the Protection of Trade Secrets and all other confidential information of an economic, legal, financial, technical or fiscal nature which relates to the business activities, customers or employees of the Parties and which is indicated as such or is by its nature to be regarded as confidential, irrespective of whether and how it is documented or embodied (“Confidential Information”).
14.2. The term Confidential Information does not include such information which (i) is or becomes available in the public domain or generally (except by reason of any breach of this Agreement by informed Party or its Representatives); (ii) was already legitimately in the possession of the informed Party and not subject to a duty of confidentiality, before the informed Party received the information from the informing Party or (iii) was received from a third party who was entitled to disclose this information without restriction. The Party claiming one of the above exceptions must prove the applicability of such exception.
14.3. Each Party may disclose confidential information to a public authority if the Party is required to such disclosure according to applicable laws or an official order. The extent of disclosure shall be kept as small as possible; the other Party shall be informed without delay and – if possible – prior to the disclosure to the public authority.
14.4. Upon termination of the License Agreement, the Party which has received Confidential Information of the other Party shall, upon written request of the other Party, either return or destroy, at the other Party’s option, all Confidential Information (including all embodiments, data carriers and copies) immediately and at its own expense, to the extent reasonably practicable, and confirm this to the other Party. This shall not apply if and insofar as the Party obliged to return or destroy is legally obliged to retain Confidential information.
14.5. The Parties may make public statement and/or press release regarding the existence of the cooperation of the Parties. But neither party may make further public statement or press release regarding the terms of the License Agreement or any further aspect thereof without the prior written consent of the other Party.
14.6. As far as the Parties in the context of the negotiations already have concluded a Non-Disclosure-Agreement (“NDA”), the stipulations of such NDA shall be unaffected.
14.7. The rights and obligations in this clause shall be applicable from the date where both Parties sign the License Agreement (even though the Subscription Start Date may be later) and not be affected by the termination of the License Agreement.

15. Data Privacy
15.1. In connection with the provision of VoiceLine, VoiceLine GmbH processes personal data on behalf of the Client. The Parties agree that the Client acts as controller and VoiceLine GmbH acts as processor within the meaning of Art. 4(7) and Art. 4(8) GDPR. The details of the processing, including scope, purpose, types of data and categories of data subjects, are set out in a separate Data Processing Agreement in accordance with Art. 28 GDPR (“DPA”), which forms an integral part of this License Agreement.
15.2. The Client is solely responsible for ensuring that all necessary consents, authorizations and legal bases are in place for the submission of Input to VoiceLine, in particular where the Input contains (i) personal data of third parties, (ii) voice recordings or transcripts of conversations with third parties, or (iii) any data the processing of which requires prior consent under applicable law (including § 201 StGB and Art. 6, Art. 9 GDPR). The Client shall ensure that all affected third parties have been adequately informed about the processing in accordance with Art. 13 and Art. 14 GDPR.
15.3. The Client acknowledges that VoiceLine is currently primarily designed for asynchronous voice use. To the extent live conversation recording is not explicitly enabled or permitted by VoiceLine GmbH, the Client shall ensure through appropriate organizational measures (e.g. user policies, training) that its Users do not record ongoing conversations without the knowledge and explicit consent of all participants. Any use of VoiceLine in breach of this clause is at the Client’s sole risk and responsibility. VoiceLine GmbH shall not be liable for any claims, damages or regulatory consequences arising from such unauthorized use.

16. Data Usage
16.1. VoiceLine GmbH shall be entitled to use Client data – including transcripts, AI-generated content, usage metrics and CRM-derived data – in anonymized or aggregated form for the purpose of training, improving and optimizing its own machine-learning models and AI services (“Model Training”). Where Model Training requires the processing of personal data, VoiceLine GmbH shall ensure that such data is pseudonymized or anonymized prior to use, unless a lawful basis under applicable data protection law (in particular Art. 6(1)(f) GDPR) permits processing of identifiable data for this purpose. The details of such processing shall be set out in DPA.
16.2. All intellectual property rights in and to any models, algorithms, statistical insights, aggregated data sets and other derivatives created by VoiceLine GmbH through Model Training or through the operation of VoiceLine (“Derivatives”) shall vest exclusively in VoiceLine GmbH. For the avoidance of doubt, the Client retains all rights in and to its original Input and raw data; however, the Client does not acquire any rights in Derivatives, even where such Derivatives were generated using or informed by the Client’s data.
16.3. VoiceLine GmbH shall not sell, license or otherwise make available to third parties any Derivatives in a form that would allow the identification of the Client or its Users, or the reconstruction of the Client’s confidential business information. VoiceLine GmbH shall implement appropriate technical and organizational measures to prevent re-identification.

17. Change of Provider and Interoperability
17.1. VoiceLine GmbH enables the Client to export the data stored in VoiceLine (“exportable data”) in a structured, commonly used, and machine-readable format. In addition, VoiceLine GmbH assists the Client in switching to another data processing service of the same type or to the Client’s own IT infrastructure (“Switch”).
17.2. Exportable data includes all data entered into VoiceLine by the Client (input data), all data generated or produced through the use of VoiceLine, to the extent that it is attributable to the Client (output data), as well as all metadata arising in connection with the use of VoiceLine, to the extent that it relates to the Client’s use. The following are excluded from export: (a) data created exclusively by VoiceLine GmbH and not derived from the Client’s data or the Client’s usage behavior; (b) internal logs, system diagnostics, security-related information, and data that may not be made available to the Client by law; (c) assets or data belonging to VoiceLine GmbH or third parties, such as internal records, proprietary models, or system data; (d) content protected by intellectual property rights, such as software, algorithms, or creative works, the disclosure of which would infringe intellectual property rights; (e) trade secrets of VoiceLine GmbH or third parties, the export of which could jeopardize business confidentiality; and (f) data whose export would compromise the integrity, security, or reliability of VoiceLine and increase cybersecurity risks.
17.3. The transfer shall be carried out by exporting the exportable data and making it available to the Client or, upon the Client’s instruction, to the new provider in a machine-readable format.
17.4. The Client must notify VoiceLine GmbH of an intended switch in writing (email is sufficient). Upon receipt of the switch notification, a period of two (2) months begins, during which VoiceLine GmbH will take the necessary measures to carry out the switch and export the exportable data (“Switch Period”). If the switch concerns only certain exportable data, this must be specified in the notice. The notice must also specify whether the switch is to another data processing service or to the Client’s own IT infrastructure.
17.5. Upon expiration of the migration period, a transition period of thirty (30) days begins (“Transition Period”). During this period, VoiceLine GmbH shall provide the Client or third parties commissioned by the Client with reasonable support in carrying out the migration. If, for technical reasons, the migration cannot be completed within thirty (30) days, VoiceLine GmbH may extend the transition period once by a maximum of seven (7) months; notice of such an extension shall be provided within fourteen (14) business days of receipt of the migration request. The Client may also extend the transition period once, provided this is necessary for technical reasons within the Client’s control. The Client is hereby advised that the agreed-upon fees remain payable throughout the entire (extended) transition period. Upon expiration of the transition period, the license agreement terminates regardless of its remaining term. VoiceLine GmbH will notify the Client of this termination.
17.6. During the transition phase, VoiceLine GmbH guarantees the security and functionality of VoiceLine.
17.7. The Client may retrieve the exportable data within thirty (30) days after the termination of the license agreement, unless otherwise agreed. During this period, the provisions of the DPA shall continue to apply.
17.8. VoiceLine GmbH shall design VoiceLine, using reasonable technical effort, to be interoperable in order to technically enable a switch to other data processing services.
17.9. If the Client initiates a change of provider pursuant to this clause before the end of the contract term, the Client shall pay a lump-sum early termination fee equal to eighty (80) percent of the fees that would otherwise have been due for the remaining contract term. If the Client terminates the contract for good cause, this fee shall not apply.

18. Choice of Law, Place of Performance, Place of Jurisdiction
18.1. The License Agreement including these VoiceLine-GTC are, in respect of application and interpretation, exclusively subject to the laws of Germany with the exception of the UN Convention on the International Sale of Goods of 11 April 1980.
18.2. Place of performance shall be Munich. In respect of all claims under or due to the use of VoiceLine Munich is agreed as the exclusive place of jurisdiction, if the Client is a merchant, legal person or special asset (Sondervermögen) under public law. Irrespective of this, VoiceLine may also sue the Client at the Client’s place of jurisdiction.

19. Miscellaneous
19.1. The License Agreement, including the Contract Form, the VoiceLine Quote and these VoiceLine-GTC, represent the entire agreement and understanding in respect of the subject of the License Agreement, and replace any and all oral or written agreements and understandings in place between the Parties with respect to the subject of the License Agreement, unless expressly agreed otherwise in the License Agreement, in particular in the Contract Form and/or the VoiceLine Quote and/or these VoiceLine-GTC.
19.2. Amendments or supplements to the License Agreement, including the Contract Form, the VoiceLine Quote or these VoiceLine-GTC \- including this written form requirement \- and its attachments must be made in written form in order to be effective (email not sufficient). All other notifications in the framework of the License Agreement may, unless expressly agreed otherwise, be transmitted to the email addresses specified by the Parties for this purpose. Oral communication or communication by telephone are not sufficient.
19.3. VoiceLine GmbH may propose to amend these VoiceLine-GTC to the Client at any time (“Amendments”). Amendments will be offered to the Client in text form (e.g. by email) no later than 30 days before the proposed effective date of the Amendments. In the message in which the Amendments are offered, VoiceLine GmbH will in particular notify the Client about (i) the content of the Amendments, (ii) the Client’s right to refuse the Amendments, (iii) the applicable notice periods, and (iv) the legal consequences of not responding. The Client’s consent to the Amendments shall be deemed given if the Client does not refuse the Amendments in text form (e.g. by email) before the proposed effective date of the Amendments. If the Client refuses the offered Amendments in text form (e.g. by email) before the proposed effective date of the Amendments, these VoiceLine-GTC shall continue to apply without the Amendments, unless VoiceLine GmbH exercises its special right of termination (Sonderkündigungsrecht) in accordance with this clause. In such case, VoiceLine GmbH may terminate the License Agreement in text form (e.g. by email) with effect as of the proposed effective date of the refused Amendments or with effect as of any later date of its choosing, in each case subject to a notice period of 30 days. If VoiceLine GmbH does not exercise its special right of termination, the License Agreement shall continue in force under these VoiceLine-GTC without the Amendments. In addition, VoiceLine GmbH will make public the Amendments on the VoiceLine Website.