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Terms Of Use - UnseenIdeas
General Terms of Use for the User of the Online Portal of UnseenIdeas
Recitals

In your capacity as a user of the online portal of the company UnseenIdeas GmbH, Schlehenstrasse 4, D- 80939 Munich („UnseenIdeas“), you accept our following general terms of use.

UnseenIdeas operates the services of UnseenIdeas by means of various top level domains (UnseenIdeas.com, UnseenIdeas.de, etc.) as well as via various subdomains and aliases of these domains.

UnseenIdeas provides an online portal for creatives/agencies (hereinafter "Provider") and potential customers (hereinafter "User") in the creative sector. Providers have the possibility to present themselves and their ideas, concepts, and campaigns. Users can obtain information about the Provider and the content they post by means of a keyword search and, subsequently, contact them outside of the portal. Providers have to pay for using the portal by acquiring a membership; for Users it is free of charge.

The respective Providers are exclusively and fully responsible for their contents and their offers.

Only those natural or legal persons or partnerships with legal personality who exercise their commercial or independent professional activity upon registration and use of the services of UnseenIdeas shall be entitled to use the portal as Provider and User. Natural persons must be fully competent to enter into legal transactions and must have completed their 18th year of life. Consumers shall be excluded from using the portal.

1 Services provided by UnseenIdeas
1.1 UnseenIdeas provides the access to the online portal where Users can obtain information about the Provider and their respective offers.
1.2 UnseenIdeas creates, services, and maintains the online portal; however, UnseenIdeas itself does not act as an intermediary between Providers and Users. In the event that Providers and Users contact each other and enter into agreements with each other, UnseenIdeas shall not be a contracting party to such agreements. The contracting parties are exclusively responsible for the handling and the execution of the concluded contracts; furthermore, UnseenIdeas shall not be liable for any breach of duty by one of the contracting parties.

2 Terms of Use
2.1 The User assures that he is of full age upon registration.
2.2 With respect to the handling of the user data we refer to the Data Privacy Statement which is accessible in a printable version at any time by using the link "Data Privacy Statement" on the website of UnseenIdeas.
2.3 The use of the online portal is free of charge.
2.4 The User assures that will exclusively use the services provided by UnseenIdeas for the purposes set forth in the recitals. It is prohibited to systematically read out the content of the Provider (for example by using a program or by merely copying it) in order to use it outside of the portal of UnseenIdeas. In this respect, it is also prohibited to use computer programs which automatically read out files, such as crawlers.
2.5 UnseenIdeas reserves its right to modify the services provided on the online portal of UnseenIdeas or to offer different services, unless it is not reasonable for the User.

3. Advertising, Rights of Use
3.1 UnseenIdeas owns any and all rights to the online portal (in particular the copyrights). The User is obliged to take due account of this and undertakes to refrain from using any part of the portal or other contents, irrespective of their nature, for private or commercial purposes which exceed the possibilities provided to him within the scope of the use of the online portal.
3.2 The same shall apply to the property rights of the Providers.

4 Warranty, Liability of UnseenIdeas
4.1 The User acknowledges that it technically impossible for UnseenIdeas to realize a 100% availability of the online portal. However, UnseenIdeas makes any endeavor to provide its services as constantly as possible. In particular maintenance, security or capacity requirements as well as events beyond the control of UnseenIdeas (such as disturbance of the public communication network, power failures, etc.) can result in short-time disturbances or a temporary discontinuation of the services provided by UnseenIdeas.
4.2 It is technically impossible for UnseenIdeas to establish with certainty if a member registered on the online portal of UnseenIdeas is actually the person/company which the member pretends to be. Therefore, UnseenIdeas assumes no liability for the actual identity of a member/Provider. Therefore, each User is obliged to verify the identity of the respective Provider.
4.3 UnseenIdeas only provides the technical device which enables the parties to establish contacts in general - under the conditions set out in this portal.
4.4 Claims for damages of the User shall be excluded, unless stated otherwise in this provision. The aforementioned exclusion of liability shall also apply to the benefit of the statutory representatives and vicarious agents of UnseenIdeas, in case the User asserts any claims against them. The limitation of liability shall not apply to any claims for damages due to an injury to life, limb, or health as well as to claims for damages due to an infringement of essential contractual duties. Essential contractual obligations are obligations which must be complied with in order to fulfill the objective of the contract. Likewise, the aforementioned limitation of liabilities shall not apply to the liability for damage due to a breach of contract caused by intent or gross negligence of UnseenIdeas, its statutory representative or any vicarious agent.
4.5 UnseenIdeas shall not be liable for the content of any external links. Solely the operators of the linked pages are responsible for the content of the linked pages, unless the Provider has positive knowledge of the illegality of the content in a particular case.

5 Final Provisions
5.1 UnseenIdeas reserves its right to modify these General Terms and Conditions at any time without having to give any reasons and to display them on this page.
5.2 Should any provisions of these Terms of Use be or become invalid, the validity of the remaining provisions shall remain unaffected hereof.
5.3 Place of venue for businessmen within the meaning of the German Commercial Code ("HGB") shall be the registered office of UnseenIdeas.
5.4 The laws of the Federal Republic of Germany shall apply to the exclusion of Private International Law and UN-Sales Law.
General Terms and Conditions for the Use of the Online Portal of UnseenIdeas as Provider/Member
Recitals

By registering as a member of the services/the online portal of the company UnseenIdeas GmbH, Schlehenstrasse 4, D- 80939 Munich („UnseenIdeas“) you accept our following general Terms and Conditions ("GT&C").

UnseenIdeas provides the services of UnseenIdeas by means of various top level domains (UnseenIdeas.com, UnseenIdeas.de, etc.) as well as via various subdomains and aliases of these domains.

UnseenIdeas provides an online portal for creatives/agencies (hereinafter "Provider" or "Member") and potential customers (hereinafter "User") in the creative sector. Providers have the possibility to present themselves and their ideas, concepts, and campaigns. Users can obtain information about the Provider and the content they post by means of a keyword search and, subsequently, contact them outside of the portal. Providers have to pay for using the portal by acquiring a membership; for Users it is free of charge.

The respective Providers are exclusively and fully responsible for their contents and their offers.

Only those natural or legal persons or partnerships with legal personality who exercise their commercial or independent professional activity upon registration and use of the services of UnseenIdeas shall be entitled to use the portal as Provider and User. Natural persons must be fully competent to enter into legal transactions and must have completed their 18th year of life. Consumers shall be excluded from using the portal.

1 Services provided by UnseenIdeas
1.1 UnseenIdeas provides access and space for the Provider on the online portal. This enables the Member to present itself.
1.2 UnseenIdeas creates, services, and maintains the online portal; however, UnseenIdeas itself does not act as an intermediary between Members and potential customers. In the event that Members and potential customers contact each other and enter into agreements with each other, UnseenIdeas shall not be a contracting party to these agreements. The contracting parties are exclusively responsible for the execution and the fulfillment of the concluded contracts; furthermore, UnseenIdeas shall not be liable for any breach of duty by one of the contracting parties.

2 Terms of Use, Registration, Warranties
2.1 The Member must register in order to use the services provided by UnseenIdeas. There is no entitlement to use the portal. Each Member may only open one member account as a Provider (creative person/agency). It is only possible to use the online portal after having entered the obligatory details. I.a., the Member must enter a login (user name) and a password (jointly referred to as "Login Data"). For this, the Member must specify his current email address which also serves for communication purposes between the Member and UnseenIdeas.
2.2 The membership agreement with UnseenIdeas is concluded with the termination of the online registration process and the confirmation of the Member by using the activation link UnseenIdeas sent in its confirmation e-mail.
2.3 The Providers can upload and manage their content at any time.
2.4 The Member warrants that the data provided upon registration are true and complete. The Member is obliged to inform UnseenIdeas about any and all changes of his membership data without delay. 2.5 The Member warrants that he/she is of full age upon registration.
2.6 The Member is obliged to handle his/her Login Data with due diligence and confidentiality and to avoid any wrongful use of the Login Data by third parties. This means, in particular, that the Login Data must be protected from any unauthorized inspection, modification and any other unauthorized access or attacks, irrespective of their nature.
2.7 The account is personal to the Member and may not be assigned to any third party without the explicit consent of UnseenIdeas. Without the explicit consent of UnseenIdeas, the Member is not entitled to enable third parties to access his/her account by using his/her Login Data.
2.8 The Member is obliged to ensure that his employees, vicarious agents, and any other persons involves also comply with any and all obligations under this contractual relationship.
2.9 With respect to the handling of the member data we refer to the Data Privacy Statement which is accessible in a printable version at any time by using the link "Data Privacy Statement" on the website of UnseenIdeas.

3 Membership, Prices, Payment
3.1 You can obtain the prices applicable from time to time and the respective scope of services of the membership models, in particular the membership fees, on our price list.
3.2 The respective invoice, sent as a pdf, contains the due date of the payments for the membership. Unless otherwise specified in the invoice, they are immediately due for payment.
3.3 UnseenIdeas reserves its right to increase the prices within a reasonable scope. UnseenIdeas will inform the Member about the price increase, which has no effect on the current term of the contract. The Member does not have the right to give notice with immediate effect based on price increases.

4 Obligations of the Member
4.1 The Member is obliged to provide only true and non-deceptive information in his/her profile and the services he/she offers.
4.2 Furthermore, the Member shall observe the applicable law as well as any and all third party rights. In particular, the Member must refrain from
  • using insulting or slanderous contents,
  • using contents which are pornographic, glorify violence or infringe the law for the protection of the youth or to advertise, offer or sell such products,
  • unreasonably harassing other Members (in particular, but not limited, to spam e-mails),
  • using contents protected by the law (such as copyrighs, trademark rights, rights protected by the Design Act or the Utility Model Act), without having the right to do so,
  • undertaking or promoting anti-competitive actions, including progressive customer solicitation (such as chain, snowball or pyramid systems),
  • issuing salacious or sexually charged communications,
  • disseminating or publicly communicating contents of the online portal or of other Members if they are not the legal owners of this content,
  • taking action which is suited to impair the functionality of UnseenIdeas' infrastructure, in particular to strain it in an excessive way.
4.3 UnseenIdeas relies on its Members to exclusively disclose serious services and offers. For this reason, it is forbidden for the Members to act as potential user or potential Provider and to request or publish services or offers if the Member does not intend to fulfill them.
4.4 The Member warrants that it will exclusively use the services provided by UnseenIdeas for the purposes set forth in the recitals. It is prohibited to systematically read out the content of other Members (for example by using a program or by merely copying it) in order to use it outside of the portal of UnseenIdeas. In this respect, it is also prohibited to use computer programs which automatically read out files, such as crawlers.
4.5 UnseenIdeas only provides the data and/or information of one Member to other Members to the extent that such data and/or information does not violate any statutory provisions or these GT&C. UnseenIdeas is entitled to remove unlawful contents without prior notice.

5 Modification of the Services Provided on the UnseenIdeas Online Portal
UnseenIdeas reserves its right to modify the services provided on the online portal of UnseenIdeas or to offer different services, unless it is not reasonable for the Member.

6 Duration, Termination of Contract, Reimbursement of Fees Paid in Advance
6.1 At the end of a Membership period UI will contact the Member with a voluntary offer. By paying in due time the Membership will be prolonged by an extension period of the same duration and at provisions for the time being ("GT&C").
In any other case UI may handle it like a notice of cancellation by the Member.
6.2 The Member and UnseenIdeas may terminate the Membership without giving reasons at the end of the minimum period of use booked upon registration or, subsequently, at the end of the respective extension period, in each case by adhering to a fourteen (14) day period of notice. The notice of termination can be sent by mail or e-mail to UnseenIdeas or the Member. The notice of termination must contain the Login and the e-mail address of the Member used for the online portal. Both parties' right to terminate for cause shall remain unaffected.
In the event that the notice of termination was not received in due time prior to the expiration of the period of use, it shall apply accordingly to the expiration of the following period of use.
6.3 In particular, it constitutes a compelling reason for UnseenIdeas, if UnseenIdeas cannot reasonably be expected to continue the contractual relationship to the end of the statutory notice period, taking all circumstances of the individual case into account and weighing the interests of UnseenIdeas and the Member. In particular, the following occurrences shall constitute compelling reasons:
  • The member infringes statutory provisions,
  • The Member infringes his contractual duties, in particular those set forth in these GT&C,
  • The Member causes harm to one or several other Members,
  • Modification of statutory provisions which make it impossible for UnseenIdeas to continue providing the services in the original sense.
6.4 In case of a compelling reason pursuant to Section 6.3, UnseenIdeas shall be entitled to impose the following sanctions on the Member, irrespective of a notice of termination or any other notice pursuant to Section 6.3:
  • deletion or blocking of contents published by the Member,
  • sending a cease-and-desist letter or
  • blocking the access to the services provided on the online portal of UnseenIdeas.
6.5 In the following cases, the Members right to claim the reimbursement of fees paid in advance shall be excluded:
  • UnseenIdeas terminates the contract pursuant to Section 6.3 for a compelling reason,
  • UnseenIdeas blocks the Member's access pursuant to Section 6.3 or
  • the member terminates the contract; however, the Member's right to claim the reimbursement of fees paid in advance shall not be excluded if the Member terminates the contract for a compelling reason for which UnseenIdeas is responsible for.
6.6 Within the scope of the legal regulations, UnseenIdeas will - for evidence purposes - store data of the Member, as well as posted contents and Login Data also after the termination of the contract and the blocking/deletion of the profile. All other content shall be deleted.

7 Advertising, Rights of Use
7.1 UnseenIdeas reserves its right to display advertisements for third parties on the profile of the members and to reserve advertising space on the profile pages for this purpose.
7.2 The Member grants UnseenIdeas an irrevocable, non-exclusive and open-ended right of us, unrestricted with regard to location, to use the posted contents for advertising purposes. Unseen shall have the right to use and exploit the contents for advertising purposes at any time. In particular, this shall include the right of reproduction, the right of distribution, the right to public disclosure and the right to make it available to the public.
7.3 All rights to the online portal (particularly copyrights) are held by UnseenIdeas. Members must take this into consideration, and undertakes to refrain from using any part of the portal or other contents, irrespective of their nature, for private or commercial purposes which exceed the possibilities provided to him within the scope of the use of the online portal.

8 Warranty, Liability of UnseenIdeas
8.1 The Member acknowledges that it technically impossible for UnseenIdeas to realize a 100% availability of the online portal. However, UnseenIdeas makes any endeavor to provide its services as consistently as possible. In particular maintenance, security or capacity requirements as well as events beyond the control of UnseenIdeas (such as disturbance of the public communication network, power failures, etc.) can result in short-time disruption or temporary suspension of services by UnseenIdeas.
8.2 UnseenIdeas cannot technically determine with certainty whether a member registered on the UnseenIdeas online portal actually represents the person/company which the member pretends to be. Therefore, UnseenIdeas cannot provide any warranty regarding the actual identity of a Member. Thus, each Member must convince him/herself of the identity of the other Member.
8.3 UnseenIdeas merely provides the technical framework which generally enables the parties to establish contacts - under the conditions presented in this portal. For this reason, UnseenIdeas shall not be liable if no contact is established within the term of contract.
8.4 Furthermore, UnseenIdeas shall not be liable in case of any eventual misuse of information. It is possible, that user use the online portal of UnseenIdeas in an impermissible or illegal manner despite the prohibitions. All liability on the part of UnseenIdeas is hereby excluded for such impermissible or illegal use. Furthermore, UnseenIdeas shall not be liable in the event that third parties misuse details and information which the user him/herself made available to the third party.
8.5 In case of slight negligence, UnseenIdeas shall only liable in case of an infringement of essential contractual obligations (cardinal obligations), in case of personal injury, and pursuant to the German Product Liability Act. For the rest, UnseenIdeas’ pre-contractual, contractual and extra-contractual liability shall be limited to intent and gross negligence. This limitation on liability shall also apply if the fault is attributable to a vicarious agent of UnseenIdeas.
8.6 Where legally permissible, the amount of liability shall be limited to the membership fee paid.

9 Release
9.1 Upon initial request, the Member shall release UnseenIdeas from any and all claims made by third parties, in particular, but not limited to claims based on the violation of copyrights, competition rights, trademark rights, data privacy laws, and personal rights(including damage compensation claims), which the other Members or other third parties assert against UnseenIdeas due to a violation of their rights by contents the Member posted on the online portal of UnseenIdeas or any other use of the services provided by UnseenIdeas.
9.2 The Member must immediately report any assertion of third-party claims relating to the use of the online portal and/or the posted content if they become aware of these UnseenIdeas is itself entitled to take suitable measures to prevent third-party claims and to enforce its rights. Any measures taken by the member must be coordinated with UnseenIdeas in advance.
9.3 The release includes the reimbursement of any and all appropriate costs UnseenIdeas has to bear due to an infringement of third party rights by the Member, including the appropriate costs resulting from a legal defense. Any other rights and claims for damages of UnseenIdeas shall remain unaffected hereby. The Member is entitled to provide proof that UnseenIdeas actually incurred lower costs.
9.4 The Member’s obligations described above shall not apply if the member is not responsible for the legal violation in question.
9.5 Should a Member become aware of an infringement of third party rights by an offer published at UnseenIdeas, the Member must inform UnseenIdeas of this immediately.

10 Exclusion of Cease-and-Desist Letters
UnseenIdeas examines the contents presented on the online portal of UnseenIdeas, in particular also the contents posted by the Member, on a regular basis. In the event that User and Member nevertheless become aware of any eventual statutory violation, they are obliged to immediately notify UnseenIdeas of it. It is inadmissible to send cease-and-desist letters without having contacted UnseenIdeas beforehand, giving UnseenIdeas the possibility to examine and, as the case may be, to correct the contested facts.

11 Final Provisions
11.1 UnseenIdeas reserves its right to modify these GT&C at any time without explanation, unless this is not reasonable for the Member. UnseenIdeas shall timely inform the Member about any modification of the GT&C. In the event that a Member does not object to the applicability of the new GT&C within six (6) weeks after the notification, the modified GT&C shall be considered accepted by the Member. In this notification, UnseenIdeas will inform the Member about its right to object and the significance of the objection period.
11.2 Unless otherwise agreed upon, the Member may submit any and all declarations to UnseenIdeas by mail or e-mail. UnseenIdeas may transmit its declarations to the Member by mail or e-mail to the addresses submitted by the Member as current contact details in its member account.
11.3 Should any provisions of these GT&C be or become invalid, the validity of the remaining provisions shall remain unaffected hereof.
11.4 Place of performance shall be the registered office of UnseenIdeas.
11.5 Place of venue for businessmen within the meaning of the German Commercial Code (Handelsgesetzbuch - HGB) shall be the registered office of UnseenIdeas.
11.6 The laws of the Federal Republic of Germany shall apply to the exclusion of Private International Law and UN-Sales Law.
11.7 UnseenIdeas is entitled to transfer this contract, with all rights and obligations pertaining thereto, to a company of its choice. In case of the transfer of this contract to another company, the Member is entitled to extraordinary termination, which must be asserted within two (2) weeks of the notification.