General Business Conditions and Terms of Use of edaab

Version 01.08.2010

1. Scope of application

   1. 1.1 The following General Business Conditions and Terms of Use (hereinafter referred to as “GBC“) shall apply to any usage of the services and contents offered on the edaab.com websites. They shall apply to any contract the DAAB MEDIA GMBH or any company affiliated thereto in terms of § 15 AktG (note of transl.: German Companies Act) concludes with the user. edaab.com is an interactive Internet portal addressing its offer primarily to users who are interested in architecture, design, art, photography, fashion and advertising. It offers the users the opportunity among other things to present their own projects and services and to come into interactive contact with other users.
      The edaab.com Internet portal is operated by the (hereinafter referred to as edaab) DAAB MEDIA GMBH, represented by Anja Daab, Managing Director, Scheidtweiler Str. 69, D-50933 Cologne, Germany.
   2. 1.2 Solely the GBC version available and accepted by the user at the time of registration shall apply. The user may at any time save and print the version relevant at the time of registration during and/or after his registration on his computer in a reproducible manner. General Business Conditions of the user diverging herefrom will not be an integral part of the contract. They will not apply either, even if edaab does not expressly object thereto or if the user refers to them.
   3. 1.3 When registering, the user accepts the following General Business Conditions and Terms of Use for being allowed to use the services and contents available via the edaab.com Internet portal.
   4. 1.4 The GBC may be altered or amended at any time. If they are altered and/or amended in a way which is unacceptable to the user and the user does not object to the alterations and/or amendments within 2 (in words: two) weeks after receipt of a notification of alteration to his email address, these alterations/amendments shall be deemed to have been accepted by him or her. When sending the notification of alteration edaab will point out to the user his or her right of objection and the deadline for filing an objection and its meaning. The objection may be filed via the “feedback” function available from each site or by letter or fax to the edaab business address specified in the contact details. In case of an objection filed in due time, edaab as well as the user will be entitled to terminate the existing contract at the time of the alterations and/or amendments coming into force upon possible, proportional reimbursement of membership fees already paid in advance.

2. Obligations to inform according to the Fernabsatzgesetz (Note of transl.: Distance Selling Act)

   The present GBC contain information which we are obliged to transmit according to the provisions on distance selling contracts and electronic commerce (§ 312 c par. 1 and 2 in connection with § 1 BGB (note of transl.: German Civil Code) Informationsverordnung (note of transl.: Information Decree), § 312 e par. 1 no. 2 in connection with § 3 BGB Informationsverordnung). Corresponding information is indicated by bold print.

3. Subject of the contract

   1. 3.1 edaab offers registered users the following usage options:
      
      Standard membership
      Creation of a user profile free of charge on the basis of which the user shall be entitled to post a maximum of 5 (in words: five) pictures or illustrations of his or her projects or other services. Participation in the interactive services is limited in this case.
      
      Premium membership
      Unlimited usage of the offered services upon payment of a monthly, six-monthly or annual membership fee, by means of which the user shall be entitled to post an unlimited number of pictures or illustrations within the profile created by him or her and to participate in all interactive services (such as blogs, forums etc.). Online magazine
      The edaab magazine service is included in the premium memberhsip.
      Standard membership users may use the edaab magazine service upon payment of a special monthly, six-monthly or annual membership fee.
   2. 3.2 Details regarding service and price conditions of the preceding memberships are available via the “register“ link. The prices specified there are final prices including already the value-added tax in effect at that time. edaab expressly reserves the right to adjust or modify the prices. Any contracts already concluded will not be affected thereby during their duration.
   3. 3.3 If the users conclude contracts with each other via the provided communication platforms, edaab will not be involved therein and will on no account be contracting party of the users. In these cases, the users shall each be solely responsible for the execution and performance of the contractual and non-contractual obligations and claims, including any claims arising from tort. Any liability on the part of edaab for breach of duty by the users arising from the contracts concluded between them is hereby expressly excluded. Furthermore, edaab will not be responsible, if an establishing of contacts between the users via the provided services in connection with the aforementioned contracts fails.
   4. 3.4 edaab reserves the right to modify or diverge from the free of charge services at any time, as far as this, taking into consideration edaab’s interests, is acceptable to the user. The present GBC shall also apply to the modified services.

4. Registration / Conclusion of contract

   1. 4.1 Independent of which kind of membership the user chooses, a registration stating the registration details to be indicated in the registration mask will be necessary for using the services and contents of edaab. It will not be possible to use the edaab services without creating a corresponding user profile. When registering by his or her email address, the user will be allocated a password chosen by himself or herself which will entitle him or her to use the edaab services. Neither the password nor the user name must be passed on to third parties without the explicit consent of edaab. The user must keep these details carefully and particularly protect them against third party access.
   2. 4.2 The user will be responsible for the completeness and correctness of the particulars indicated by him or her. The correct name (no alias) as well as the correct address and email details must in particular be specified. The user undertakes to advise edaab immediately of any occurring changes of his or her registration details, especially of his or her settlement details. In case of failure to fulfill the aforementioned obligations, edaab reserves the explicit right to exclude the user from the usage of its services with immediate effect.
   3. 4.3 An entitlement for admission to use the services and contents of edaab does not exist. edaab reserves the right to unilaterally withdraw the admission at any time, in particular in case of false statement upon registration, failure to observe these Terms of Use, and misuse of contents and services for illegal purposes and/or those purposes not allowed by edaab.
   4. 4.4 By choosing one of the memberships offered at edaab.com and stating his or her registration details, the user submits a contractual offer for usage of the edaab services. edaab accepts the offer upon activation of the desired user account. This means that the contract only materialises upon activation of the user account by edaab or a company affiliated to edaab.
   5. 4.5 The membership fees of each user will not be saved by edaab for an unlimited period of time. It is therefore recommended that the user shall print and/or save each order transaction on his or her computer before finally realising his or her membership request for evidence.

5. Right of withdrawal according to the Fernabsatzgesetz

   If the user registers with edaab for a purpose which cannot be allocated either to his or her business activities or his or her independent professional activity thus having to be exclusively allocated to his or her private use, the following compulsory stipulations shall apply to the user in his or her capacity as consumer in terms of § 13 BGB (German Civil Code):
   1. 5.1 Right of withdrawal
      The user shall be entitled to revoke the standard and premium membership registration within 2 (in words: two) weeks without stating any reasons by written notice through letter, fax or email via the “feedback” function available from each site. The period shall begin upon activation of the membership, on receipt of the instruction for the right of withdrawal together with the confirmation of registration at the earliest, which will be sent to the email address indicated by the user after his or her registration.
      
      Furthermore, the user shall be entitled to revoke the premium membership registration within 2 (in words: two) weeks without stating any reasons by written notice through letter, fax or email via the “feedback” function available from each site, after having moved from free of charge standard membership to premium membership. The period shall begin upon activation of the premium membership, on receipt of the instruction for the right of withdrawal together with the confirmation of registration at the earliest, which will be sent to the email address indicated by the user after his or her registration.
      
      Punctual dispatch of withdrawal is sufficient to protect the withdrawal period in each of the aforementioned cases. The withdrawal may be sent by letter to the business address of the DAAB MEDIA GMBH, Scheidtweiler Straße 69, D - 50933 Cologne, Germany , in either case. The withdrawal may also be transmitted via the “feedback” function available from each site or by fax. Fax number and email address of edaab will be sent by email to each user after registration and can at any time be found in the edaab contact details.
      
      The user’s rights of notice according to clause 6 of the present GBC will remain unaffected by the right of withdrawal according to the above provision.
   2. 5.2 Consequences of withdrawal
      In case of effective withdrawal, any goods or services received by either party within the limits of the legal provisions must be returned and any beneftis (e.g. interests) will have to be refunded, if applicable. If the user is not able to return the received goods or services or is only able to return them in part or in an impaired condition to edaab, he or she will have to pay compensation to edaab, if necessary. The user must fulfill any obligations to reimburse payments within 30 days after dispatch of his or her notice of withdrawal.
   3. 5.3 Early expiry of right of withdrawal
      According to § 312d par. 3 BGB (German Civil Code) the user’s right of withdrawal will become invalid before expiration of the two-week period of withdrawal according to clause 5.1, if edaab has started provision of services, the user has registered for, with the explicit user’s consent, or if the user him- or herself has arranged for the services he or she has registered for, to be provided. Arrangement of provision of services by the user will have particular effect, if the services offered by edaab within the limits of a membership are used.

6. Duration and termination of contract

   1. 6.1 The user contract regarding the free of charge membership (standard membership) will be concluded for an unlimited period of time, unless otherwise agreed upon. This membership may be terminated at any time without stating any reasons via the “feedback“ function available from each site or by letter or fax addressed to the business address of the DAAB MEDIA GMBH upon compulsory specification of the registered email address and of the password.
   2. 6.2 The contract period of e.g. 1 month (monthly membership), 6 months (six-monthly membership) or 12 months (annual membership) chosen by each user shall commence upon activation of the “premium membership“.
   3. 6.3 If the premium membership contract is not terminated 2 (in words: two) weeks before expiration of the respective duration of contract at the latest, the contract will be renewed automatically for the duration of the previous contractual period of e.g. one, six or twelve months. No statement of reason for termination is necessary either in this case. The termination may be effected via the “feedback“ function available from each site or by letter or fax addressed to the DAAB MEDIA GMBH business address upon compulsory specification of the registered email address and of the password.
   4. 6.4 For both parties, the right of extraordinary termination for important reason will remain unaffected by the aforementioned termination with notice 6.5 In case of an illegal use or a use of the Internet portal disregarding the present General Business Conditions and Terms of Use by the user, edaab will reserve an extraordinary right to terminate the contract without prior notice. The entitlement of civil claims, in particular claims for damages, as well as the right of prosecution, shall remain unaffected hereby.
   The aforementioned edaab’s extraordinary right to terminate the contract will have particular effect, if the user fails in his or her obligations according to clause 8 of the present General Business Conditions and Terms of Use.

7. Settlement and due date

   1. 7.1 The user fee for “premium membership“ is settled in advance. The membership fee will fall due for payment after issue of invoice by edaab or its financial services providers at the latest.
   2. 7.2 Several payment procedures are available to the user. The user may choose payment by credit card, by direct debit or upon receipt of invoice. In each of these cases, the General Business Conditions and Terms of Payment of edaab’s financial services providers shall apply in addition.
   3. 7.3 Unless otherwise provided for in the General Business Conditions and Terms of Payment of edaab’s financial services providers, delivery of invoice will exclusively be effected by email. A special delivery of invoice by letter will involve an additional cost and expense allowance of 3 EUR.
   4. 7.4 The user will be obliged to pay also for those services activated via his or her access by minors or other users using his or her registration details. This shall also apply to a misuse of his or her access, unless he or she can prove that he or she is not to blame for the misuse of his or her registration details.
   5. 7.5 According to §288 BGB (German Civil Code), the customer will have to pay default interest at a rate of at least 5 per cent above the ECB base rate valid at the time being, if he or she falls behind with the payment (upon receipt of the first reminder at the latest). Further damage caused by delay will remain unaffected hereby. Furthermore, we reserve the right to immediately inhibit or cancel an already existing customer access or to terminate the contractual relationship, if payment is not immediately effected even after receipt of a second reminder, within 7 (in words: seven) days at the latest. Even in this case, the customer will remain obliged to pay the user fee until expiration of the current contractual period. The costs for a new activation after inhibit or cancellation of access due to default of payment will have to be borne by the customer.

8. Obligations of user

   1. 8.1 The user undertakes not to post any contents on the edaab websites that are contradictory to the legal provisions of the Federal Republic of Germany or any other legal system and/or to accepted principles of morality. This shall in particular apply to the use of conversational offers within the edaab services such as surveys, blogs and forums. Contents which infringe the rights of third parties, especially intellectual property rights, trademark rights, other industrial property rights and/or personal rights or which are glorifying violence or pornographic are in particular inadmissible. The user has to restrict him- or herself to a respectful and professional exchange of views and to consider other users’ concerns. In particular, contents must not be menacing, abusive, racist, glorifying violence, slanderous, pestering, offensive, pornographic or otherwise harmful to minors.
   2. 8.2 The user further undertakes not to use other users’ details and email addresses received by usage of the edaab services for commercial advertising, anticompetitive actions (such as chain, multilevel and pyramid systems or spamming) and/or other pestering acts.
   3. 8.3 The user must not send or save on an edaab data medium any data which, taking into account their nature or quality (e.g. viruses, trojans and/or other damaging programmes), their size or duplicating (e.g. spamming), might endanger the existence or operation of edaab’s computer centre or data network.
   4. 8.4 edaab reserves the right to immediately inhibit or delete any contents provided by users, if the preceding contractual obligations are violated and/or doubt exists about the seriousness of the information and/or if this information is punishable according to existing law or it obviously serves to prepare criminal acts. edaab’s extraordinary right to terminate according to clause 6.5 will remain unaffected hereby.

9. Assignment of rights and indemnity against third-party claims

   1. 9.1 The user ensures that he or she is the sole rights owner to the posted materials and that no third-party rights of whatever kind nor any legal provisions are infringed thereby. The user will allow edaab to use the posted contents for provision of the services available under edaab.com and will grant edaab free of charge the necessary rights to use the contents. This right of use shall in particular include the right to make contents availble to a worldwide public via edaab.com or other media, if necessary, to reproduce, distribute and assign them to third parties. The rights granted to edaab hereby will lapse upon termination of membership or upon removal of the contents from the edaab offer.
   2. 9.2 Furthermore, edaab will be entitled to use the published contents to place ads and/or to take other promotional measures in connection therewith. The user explicitly agrees thereto.
   3. 9.3 The user shall upon first demand indemnify edaab and its affiliated companies from any claims, including any claims for damages, which may be asserted by third parties or other users against edaab by reason of infringement of their rights due to and/or by means of the posted contents. The user will bear all expenses incurred by edaab due to an infringement of third-party rights, including the necessary legal costs incurred. Further rights and claims for damages of edaab will remain unaffected hereby. The aforementioned obligations of the user shall not apply, if the user is not responsible for the respective infringement of rights.

10. Copyrights, trademark rights and other property rights

    1. 10.1 The texts, including titles, pictures, trademarks, names, designs, whether virtual or graphic, slogans, shots or audios and the like, available on the edaab.com Internet portal are protected by copyright, trademark rights or right to a name. The user accepts that solely edaab is entitled to any copyrights, trademark and other property rights to the edaab offer and any of its labels and that they must not be used without the prior written consent of edaab. Copying, decompiling or otherwise modifying offered software will not be allowed either, unless edaab explicitly agrees.
    2. 10.2 Any usage of articles outside the edaab.com Internet portal, independent of an editorial identification, will require the prior consent of edaab or the respective identified rights owner. This shall in particular apply to copying, editing, translating, saving, processing or reproducing of contents in databases or other electronic media and systems.

11. Inter-user communication

    1. 11.1 Any statements or opinions published by users on the communication platform provided by edaab do not reflect edaab’s point of view. Therefore, edaab will not assume any liability and/or responsibility for such contents.
    2. 11.2 If infringement of penal, copyright, trademark or competition regulations or violation of the prohibition of racist or sex-related discrimination by customer articles is suspected, edaab will reserve the right to inhibit or delete such articles.
    3. 11.3 Users who consider that contents posted by other users infringe their copyrights or other property rights may contact edaab via the “feedback“ function available from each site or via the DAAB MEDIA GMBH business address specified in the contact details. Please note that complete and correct information is necessary for tracking the asserted infringement. If beyond that any contents have been posted by users on edaab.com that in your opinion infringe the present GBC or legal provisions, please contact us in the aforementioned way and state exact details as to the storage position (category) of the contents.

12. Non-committal information

    Research work with regard to the editorial articles made available by edaab will be done with the greatest possible care. The authors and editors working for edaab are always encouraged to do careful research work. Nevertheless, edaab will not assume any responsibility for the correctness, completeness and up-to-dateness of the provided information. If the customer uses any contents of the articles for own editorial articles or other publication purposes, he or she will do so at his or her own risk. The same shall apply to any other information, in particular to information which is posted personally by the customers within the framework of the interactive services offered by edaab and are available there.

13. Links, contents of third parties

    In spite of careful checking of the contents, we will not assume any liability for the contents of external links or websites of third parties available via these links. The owners of the linked pages are solely responsible for the contents.

14. Impairment of performance

    A reimbursement of membership fees shall be generally excluded with regard to all edaab services, unless edaab is to blame for the non-operability (total breakdown) of its respective services offered. In each case of non-operability of the services offered for legal and/or technical reasons, edaab will be entitled to repair or remedy the defect. If the remedy of a total breakdown exceeds a period of 2 (in words: two) weeks after its occurrence, the period exceeding two weeks will be taken into consideration in favour of the user for the respective contractual period.

15. Liability of edaab

    1. 15.1 edaab cannot ensure that a safe and error-free access to the available contents will be possible at any time without interruption. A liability for damages caused by force majeure shall be excluded. In particular, edaab will not be liable for faults or failures which are not within edaab’s technical sphere of responsibility, or for damages resulting from a breach of duty for which the user is responsible, or from an operating error. Therefore, the user himself or herself shall be responsible for regular updating his or her software, for data and software protection and for the installation of current virus and/or firewall programmes on his or her computer.
    2. 15.2 edaab will only be liable for damages which are caused by lack of good faith or gross negligence on the part of edaab, its employees, legal representatives and vicarious agents or affiliated companies, or which are due to a breach of substantial main contractual obligations (cardinal obligations). If edaab, its employees, legal representatives and vicarious agents or the companies affiliated to edaab negligently infringe a substantial contractual obligation, the liability will be limited to the extent of damage, which had to be typically anticipated upon conclusion of contract due to the circumstances known at that time. The aforementioned limitation of liability shall apply to contractual and non-contractual claims.
    3. 15.3 There will be no exemption from liability nor limitation in case of damages resulting from injury to life, body or health. A possible liability according to the Produkthaftungsgesetz (note of transl.: German Product Liability Act) will also remain unaffected.
    4. 15.4 edaab will not be liable for any information, download packages and other contents or data provided by users or third-party companies on the websites. If edaab grants the user access to databases or services of third parties, edaab will neither be liable for the accessibility, existence and protection of these databases or services nor for the correctness, completeness, up-to-dateness as regards their contents nor for the absence of third-party rights with regard to the data, information and programmes downloaded by the user.
    5. 15.5 If any third-party goods or services are offered on the edaab websites, possible contracts in this regard will exclusively be concluded between the user and the supplier of corresponding business. edaab will neither assume any warranty for the fulfilment of the contracts thus concluded nor any warranty for defects of the goods offered and/or services provided in an inadequate way. Especially the information stated on the websites by third-party companies will not be regarded as features promised by edaab. edaab will not be responsible for ensuring the fulfilment of contracts concluded this way.
    6. 15.6 Claims for damages against edaab or against companies affiliated to edaab will be subject to a limitation period of 12 months after their occurrence. Excluded from this limitation period are claims resulting from a deliberate or tortious act as well as claims relating to liability according to the Produkthaftungsgesetz.

16. Assignment of the service offer to third parties

    edaab will be entitled to assign the service offer or parts thereof to third-party companies. In this case, the user will be entitled to terminate the contract before its expiration only if his or her legitimate interest in the reliability of the service will be affected by the assignment or if the assignment involves an alteration of the execution of the contract.

17. Data protection, information service

    1. 17.1 Person-related data will only be saved within the limits of the legal provisions on data protection (BDSG and TMG). They will only be collected, processed, used and transmitted to appointed companies, as far as is necessary for the conclusion and implementation of the contract as well as for the technical support of the provided services. The user details will not be transmitted for non-contractual purposes or to non-contractual companies, unless there is an official obligation to do so or the user explicitly agrees thereto.
    2. 17.2 The user shall be entitled to obtain information about his or her saved data at any time. Information about the saved data can be obtained at all times via the DAAB MEDIA GMBH business address specified in the contact details or via the “feedback” function available from each site.
    3. 17.3 The user agrees that edaab sends current information about the services, in particular about technical modifications and enlargements of the services offered by edaab as well as about alterations of the present GBC within the framework of the existing customer relationship to the email address indicated by him or her upon registration. If the customer no longer wishes to receive this information, he or she may unsubscribe from this information service at any time via the DAAB MEDIA GMBH business address specified in the contact details or via the “feedback” function available from each site.

18. Set-off and right of retention

    1. 18.1 The user may set off only uncontested claims and counterclaims or claims and counterclaims recognized by declaratory judgment against receivables of edaab.
    2. 18.2 The user will only be entitled to a right of retention, if this is based on the same contractual relationship.

19. Miscellaneous

    1. 19.1 Any alterations and/or amendments of the contractual relationship must be effected in writing. This shall also apply to a waiver of this requirement of written form. In any case, verbal declarations of edaab staff or vicarious agents will only be binding if they have been confirmed by edaab in writing.
    2. 19.2 The contractual relationships of the parties to the contract are exclusively subject to the law of the Federal Republic of Germany, Law of Conflicts and UN Sales Law being excluded.
    3. 19.3 If individual provisions of the present General Business Conditions are or become invalid, the validity of the other provisions will remain unaffected. The invalid provision shall be replaced by a regulation corresponding to the largest possible extent to the contractual parties’ will and in particular to the economic purpose of the agreement within the legally admissible framework.
    4. 19.4 Place of fulfilment shall be - Cologne – Federal Republic of Germany. Place of jurisdiction for any disputes arising from and in connection with the present contractual relationship shall be determined according to the legal provisions of the Federal Republic of Germany. If the user is a merchant, a legal person under public law or a special fund under public law, sole place of jurisdiction shall be - Cologne – Federal Republic of Germany. The same place of jurisdiction shall apply, if the user has no national general place of jurisdiction or if his or her place of residence or usual residence is unknown at the time when the proceedings are instituted.

edaab.com is a division of

DAAB MEDIA GMBH
Scheidtweiler Str. 69
50933 Cologne/Germany

Phone: +49 (0)221-69048210
Fax: +49 (0)221-69048229

mail@daab-media.com
www.daab-media.com

Managing Director Anja Daab
Amtsgericht Köln HRB 69842