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General Terms and Conditions for the Use of the German Criggle Websites

(1) These are the General Terms and Conditions (referred to hereinafter as: "General Terms and Conditions") for the use of the website criggle.de as well as all sub-domains (referred to hereinafter as: "Criggle website").

Contractual party of all members shall be Criggle GmbH in Neuss/Germany (referred to hereinafter as "Criggle").

The use of the Criggle website is further stipulated in the "Criggle Principles".

(2) The following Criggle Principles are relevant:

·                Principles regarding system failures

·                Principles for granting rights of use

·                Principles regarding inadmissible rights of use

·                Principles regarding contents published by members

(3) The General Terms and Conditions and the Criggle Principles shall apply, even if the Criggle website or parts thereof are used from other websites which provide access to the Criggle website in whole or in part. Furthermore, they specify the main principles applying to the use of all marketplace websites which are operated by the Criggle companies. If a member uses this website, he/she shall familiarize in advance with the General Terms and Conditions and Criggle Principles applying to this website and observe them when using the website.

 (4) If you act as a consumer in terms of the legal provisions, you may revoke your declaration of consent of these General Terms and Conditions and the user agreement concluded therewith within one month after your declaration of consent in writing.

 For this purpose, send a letter to the address indicated in the legal note or send an e-mail to Criggle.

In order to keep the above period, your revocation is to be sent within this period. If the revocation is given in time, you are neither bound to the user agreement nor to your declaration of consent as to these General Terms and Conditions. However, this right to revocation expires as soon as you place an offer on the Criggle website or accept an offer placed there or make a counteroffer.

§ 1 General Provisions

 (1) The Criggle website is a marketplace on which natural and legal persons and partnerships which have a user account invite public competition within the scope of an invitation to tender regarding the design and development of a creative service (referred to hereinafter as: "Customer").

 (2) Interested designers (referred to hereinafter as "Criggler") may participate in this competition in the scope of the invitation to tender and offer rights to use their creative design products (referred to hereinafter as "draft"), insofar as this offer does not violate legal provisions, these General Terms and Conditions or the Criggle Principles.

 (3) Criggle itself does not offer drafts and does not take any offers and confirmations. Criggle does not become a contractual party of the agreements exclusively made between the Customer and the Criggler on this marketplace. The performance of the agreements concluded via the Criggle website is exclusively effected between the Customer and the Criggler. Criggle may however invite public competition for its own exclusive use. In this case, Criggle itself becomes the contractual party.

 (4) Criggle markets the Criggle marketplace itself and for this purpose provides access to the data and information of the offered drafts to third parties so that the latter may promote these drafts on their own website, in software applications and e-mails.

 (5) On the Criggle website, members are given the technical opportunity to use the Criggle website in the scope provided by Criggle in order to publish contents. Regarding the publication of contents on the Criggle website, Customers and Crigglers shall be exclusively responsible for the published contents. The contents published by members on the Criggle website are generally not checked by Criggle and do not present the opinion of Criggle. Criggle may transfer contents published on the Criggle website by members to other Criggle companies for presentation on their website.

 (6) The Criggler is holder of the copyrights in the draft offered by him/her on the website criggle.de. In this connection, Criggle acts as an agent for the Customer and the Criggler. The user agreement is however concluded exclusively between the Criggler and the Customer. The Criggler provides the Customer with the draft offered by him/her against payment of the user fee and under the conditions specified herein. These General Terms and Conditions are also an integral part of the user agreement concluded between the Criggler and the Customer.

 (7) The Customer accepts the General Terms and Conditions upon call for tenders, invitation to tender or creation of a user account. The Criggler accepts the General Terms and Conditions upon participation in the call for tenders, invitation to tender or creation of a user account. Opposing or contrary General Terms and Conditions are not accepted, unless their validity has been confirmed expressly by all participants in writing. This shall also apply if the general terms and conditions of the Customer have not been expressly opposed. The General Terms and Conditions of the Criggle GmbH can always be read, called and printed on the internet.

§ 2 Conclusion of the Agreement

 (1) The agreement is concluded by the contractual offer of the Criggler which is available upon provision of the draft on the website criggle.de at a specified fixed price (user fee) and the acceptance of the agreement by the Customer by clicking the respective fields including acceptance of these General Terms and Conditions whereas the conclusion of the agreement is subject to the condition precedent of the payment of the user fee by the Customer.

 (2) As soon as the Customer accepts the contractual offer of the Criggler, he/she receives a confirmation of the conclusion of the agreement by e-mail.

§ 3 Registration and User Account

 (1) The use of the services of the Criggle website by the Customer as well as the Criggler requires the registration as a member. The registration is free of charge. It is effected by opening a user account accepting these General Terms and Conditions among others. Upon registration an agreement on the use of the Criggle website is concluded between Criggle and the member (referred to hereinafter as: "user agreement"). There is no right to the conclusion of a user agreement.

 (2) Only legal persons, partnerships and natural persons are allowed to enrol. Customers must have unlimited legal capacity. Minors must have reached their 14th birthday and have the consent of their legal guardian.

 (3) The data requested by Criggle upon registration are to be entered completely and correctly, e.g. first name and surname, the current address (no PO box) and telephone number (no value-added service numbers), a valid e-mail address as well as the company and a legal guardian, if applicable.

 (4)  The registration of a legal person must only be effected by a natural person which is authorized to represent the legal person and whose name is indicated. Only individual persons must be indicated as holder of the user account (i.e. no couples or families).

 (5)  If after registration the indicated data change, the member itself undertakes to correct the information in its user account immediately.

 (6) Upon registration the members select a user name and a password. The user name must not include an e-mail or internet address, violate third parties' rights – in particular no rights to a name or trademark rights – or be contrary to public policy.

 (7) Members must keep their password secret and carefully prevent the access to their user account. Members undertake to notify Criggle immediately of indications for the fact that a user account has been misused by third parties.

 (8) Criggle will not transfer the password of a member to a third party and never ask a member for its password by e-mail or phone.

 (9) In principle, members are liable for all activities performed using their user account. If the member is not responsible for the misuse of his/her user account, as there is no violation of existing duties to take due care, the member shall not be liable.

 (10) Members can only open one user account at Criggle. The misuse of user accounts, in particular regarding submission of offers and acceptance is forbidden.

 (11) The user account cannot be assigned to another person.

 (12) Criggle reserves the right to delete user accounts which are not completely registered after a reasonable period of time.

§ 4 Rights and Obligations of the Criggler

 (1) The Criggler undertakes to provide the Customer with the draft in the format requested by the latter after receipt of the agreed user fee (e.g. EPS, TIFF etc.).

 (2)  If applicable, the Criggler is at the Customer's disposal for subsequent requests for modification. In general, requests for modification of the customer are not included in the agreed user fee but to be remunerated according to an individual agreement or on an hourly basis.

§ 5 Rights and Obligations of the Customer

 (1) Upon receipt of a corresponding invoice, the Customer pays the agreed user fee to the Criggler.

 (2) The assignment of rights of use granted according to § 6  to third parties requires the prior written consent of the Criggler.

 (3) The Customer undertakes to accept drafts of the Criggler only via Criggle. If drafts are provided to the Customer outside Criggle, he/she undertakes to request the offering party to place the draft on the Criggle website.

§ 6 Granting of Rights

 (1) The Criggler covenants that he/she is the author of the draft and may dispose of the respective rights of use in an unlimited and exclusive way - also insofar as they affect third parties' works and rights.

 (2) Unless otherwise agreed, the Criggler transfers to the Customer upon conclusion of the agreement the exclusive rights of use in the draft which are not limited regarding time and place for any use insofar as admissible by law.

 (3) The above rights are only transferred to the Customer upon full payment of the user fees.

§ 7 User Fees/Due Date

 (1) The user fee shall be deemed the fixed price for the draft indicated on the website criggle.de in the offer.

 (2) The user fee shall be due at latest 10 days after receipt of the invoice of the Criggler.

 (3) If the Customer fails to pay the user fee within the period according to § 2, the user agreement shall be deemed not concluded (condition precedent). In this case, criggle.de is entitled to charge a cancellation fee amounting to EUR 50.00 plus VAT to the Customer's account. In this case, the Criggler is entitled to offer and sell the draft otherwise. The Customer is not allowed to use the draft or to benefit from it in any way.

§ 8 Liability of the Criggler

 (1) The liability of the Criggler is limited to intent and gross negligence. This shall also apply to damages caused by vicarious agents or executives of the Criggler.

 (2) The liability of the Criggler is limited to direct damages. The Criggler is not liable for indirect and/or consequential damages resulting from the circumstance causing the damage. The Criggler shall in particular not be liable for lost profit of a contractual party.

§ 9 Privacy/Confidentiality

 (1) The personal data of the Customer is exclusively collected, processed and used for the handling of the user agreement. Please take note of the additional information presented in the metanavigation 'privacy'.

 (2) The contractual parties commit to mutual confidentially for an unlimited period regarding all information provided to the respective other contractual party in connection with the user agreement - irrespective of whether an agreement will be concluded or not -, insofar as this information is marked as confidential or can otherwise be recognised as business secrets.

 (3) The parties further mutually agree that they neither utilize nor transfer this information in a self-interested way. Wilful or grossly negligent disclosure third parties shall be deemed handover.

 (4) The disclosure to authorities which may be required within the scope of examination procedures and preliminary investigations, in particular to fiscal authorities as well as third parties involved in the project, such as the agent, with whom confidentiality agreements have been concluded, is excluded from the obligation of secrecy.

(5) The collection and processing of personal data shall be effected exclusively in order to conclude an agreement, to send the newsletter, if ordered and certain chargeable data service (like mobile messaging services etc.). Criggle reserves the right to send adequately advirtising.

§ 10 Term/Termination

 (1) The user agreement is concluded for an unlimited period of time.

 (2)  The two contractual parties shall only be allowed to terminate the agreement for cause (termination for cause). Good cause shall be deemed the violation of contractual obligations and the unreasonableness of the execution of the agreement by the other contractual party due to this violation.

 (3)  If in case of this termination the good cause is due to the Customer, all rights of use in the creative services are returned to the Criggler automatically upon termination of the agreement.

§ 11 Penalties, Blocking, Termination

 (1)  Criggle may take the following actions, if there are clear indications for the fact that a member violates legal provisions, third parties' rights, the General Terms and Conditions of Criggle or the Criggle Principles or if Criggle has another legitimate interest in the protection of the members against fraudulent activities:

·                Deletion of offers or other contents

·                Warning of members

·                Limitation of use of Criggle marketplace

·                Temporary blocking

·                Final blocking

 (2)  When selecting an action, Criggle considers the legitimate interests of the affected member, in particular whether there are indications for the fact that the member did not cause the violation.

 (3) Criggle can finally exclude a member from the use of the Criggle website (final blocking), if

·                the blocking is advised in order to protect the interests of the other participants.

·                a member indicated incorrect contact data, in particular an incorrect or invalid e-     mail address.

·                a member transfers his/her account to another person.

·                a member causes considerable damage to other Criggle members or Criggle, in particular misuses services of Criggle.

·                another good cause is on hand.

 (4)  After final blocking of a member, the latter does not have any right to reestablishment of the blocked user account.

 (5)  As soon as a member has been blocked, this member must no longer use the Criggle website by means of other user accounts or enroll as a new member.

 (6)  Members may terminate this user agreement at any time. The termination only requires a written notice to the other contractual party or an e-mail to Criggle.

 (7)  Criggle may terminate the user agreement at any time by giving 14 days' notice before the end of the month. The right to blockage remains unaffected thereby.

§ 12 Rating System

 (1) After completion of an auction, members can evaluate the other party by means of the rating system of Criggle. The rating system aims at the preparation of a meaningful and appropriate profile regarding performance, reliability and trustworthiness of members.

 (2) To achieve the above aim, each member is obliged to make only objective and true statements when rating other members. Each statement which is contrary to the aim of the rating system, in particular incorrect, non-objective or offending statements are to be omitted and result in the deletion of the rating or blocking of the member.

§ 13 Final Provisions

 (1)  Oral agreements have not been made. Modifications and amendments of the user agreement as well as the general conditions of use require the written form for being effective. This also applies to the cancellation of the written form requirement.

 (2)  Should any provision hereunder be ineffective in whole or in part, the effectiveness of the remaining contractual provisions is not affected thereby. The parties undertake to provide a provision which conforms as closely as possible with the meaning and purpose of the ineffective provision.

 (3)  The place of jurisdiction for all disputes resulting from this agreement shall be Düsseldorf.

 (4) German law shall be applicable.

 Principles regarding System Failures

We make every effort to ensure the functioning of the Criggle websites day and night. However, we cannot completely exclude occasional system failures.

 A system failure exists, if designs cannot be uploaded due to an unforeseen malfunction of the system.

 In case of a system failure, fees are not credited and offers are not extended.

Announced Maintenance Operations

There are scheduled and announced maintenance times for the Criggle websites during which certain functions are not available. In case of announced maintenance operations, fees are not credited and offers are not extended. Offers which end during this time or are otherwise affected thereby, are not extended.

 Principles for Granting Rights of Use

To ensure that trade on the Criggle websites is fair and safe, Criggle specified a number of principles.

 Complete transaction

If a Customer decides in favour of a contractual offer, you have to complete the transaction. This includes contacting the Criggler, receipt of payment and transfer of the rights of use.

 Report violations

Criggle monitors placed offers and checks violations reported by members. If you want to report a violation against the rules, please read the principle which has been violated according to your opinion and report the violation using the links on the respective site or click "Kontakt/Contact" on the Criggle websites.

Your support and your committment to the Criggle community are unpayable.

Principles regarding Inadmissible Rights of Use

 Check whether your design on the Criggle websites is admissible. Keep in mind that you are responsible for the lawfulness when offering a right of use.

If you detect an inadmissible right of use on the Criggle websites, please contact our security team via "Kontakt/Contact".

Principle

Articles which violate legal provisions, public policy or the Criggle Principles must not be offered on the Criggle websites.

Inadmissible articles:

·         Forbidden rights of use must not be offered on the Criggle websites.

·         Dubious articles must only be offered on the Criggle websites under certain conditions.

·         Possibly violating copyrights or trademarks: Make sure that your design does not violate any copyrights, trademarks or other rights.

Protection of Intellectual Property at Criggle

Criggle commits to the protection of intellectual property of third parties and the provision of a safe marketplace to its members.

criggle allows holders of copyrights to report violations of their rights quickly and easily. Criggle is well advised to remove articles from the website which violate copyrights, as these articles may cause a loss of trust of Crigglers and Customers.

Removed offers

If your offer has been removed and you think that this removal is not justified, we recommend to directly contact the holder of the right. Normally, the e-mail address of the holder of the right is given in the e-mail which notifies of the removal of your offer. Only the holder of a right knows its products and rights in intellectual property. If the holder of the right confirms that he/she made a mistake, request him/her to send an e-mail to Criggle. You can then place your article again.

Principles regarding Contents Published by Members

It is forbidden to use the user rights offered by Criggle without acceptance of the agreement by payment of a user fee. All drafts are subject to the copyright. Criggle in particular refers to the criminal liability when using drafts of Crigglers.