General Terms and Conditions of Use for BRDGE Business Networking Service
Date: November 1st, 2014
Section 1 – Scope of Application
(1) The use of the “BRDGE Business Networking Service” (the “Service”) provided by BRDGE UG (with limited liability) (“BRDGE”) is governed solely by the following General Terms and Conditions of Use (the “GTC”) irrespective of the medium (mobile device or desktop) used to access the service. The GTCs form an integral part of all contracts and agreements concluded between BRDGE and the final user (each a “Customer”) regarding the use of the service, irrespective of whether the customer has or hasn’t set up an account for using the service; they are also valid for any future use of the service by the Customer even if not separately agreed again.
(2) Terms and conditions of business of the Customer or of third parties shall be excluded even if not expressly objected to by BRDGE in an individual case. Even in the case of BRDGE making reference to a letter or e-mail including the CustomerÂ´s or third-party terms and conditions of business, this may not be construed as agreement with such terms and conditions of business.
(3) BRDGE reserves the right to modify the GTCs as required. However, modifications of these GTCs shall only enter into effect with regard to the Customer if and insofar as
a) the Customer has been informed of such modifications in writing (e-mail shall suffice) by including the modified GTCs and highlighting the changes;
b) the Customer has not objected in writing (e-mail shall suffice) to the changes within a period of one (1) month following the receipt of the change notice and the modified GTC; and
c) the Customer has been informed in writing (e-mail shall suffice) at the time of presenting the change notice that his right of objection expires with the expiry of the deadline and that his failure to object is construed as tacit consent to the GTCs.
(4) BRDGE reserves the right to set up additional conditions of use for the intended use of specific content, functions and/or services (together referred to as “Additional Services”) or specific arrangements (the “Premium Services”) by a Customer. Such additional conditions of use shall be made available to the Customers prior to the initial use of Additional Services or Premium Services. They shall only be valid if the Customer has gained or been able gain knowledge of the additional conditions of use and if the additional conditions of use are accepted by the Customer. If a Customer does not agree with the additional conditions of use, BRDGE shall have the right to refuse the use of Additional Services and/or Premium Services.
Section 2 – Registration and Contract Conclusion
(1) To be able to use the Service, the Customer must first create an account (the “Customer Account”). This involves the registration of the Customer via the www.brdgeapp.com website (the “Website”) or via the corresponding application for mobile end devices (e.g. smartphone, tablet) (the “App”). Registration is free of charge and non-binding for the Customer. By registering for the Service the Customer submits an offer to BRDGE to conclude a contract for the use of the Service.
(2) The Customer is registered via his account with the web-based social network “LinkedIn” (the “LinkedIn Account”). The customer hereby expressly consents that BRDGE may access the CustomerÂ´s LinkedIn Account data specified below (jointly referred to as “Account Data”), and use them for creating the Customer Account and executing the Service: (i) Customer profile data, (ii) e-mail address(es) entered by the Customer in LinkedIn, (iii) Customer contacts and (iv) Customer´s personal contact information. The Customer warrants the account data to be true and complete.
(3) BRDGE is not obligated to verify Account Data for correctness and completeness. More information on the scope of Account Data collection and processing is provided and accessible at www.brdgeapp.com/privacy.
(5) The use of the Service by Customers who are not of legal age or not fully legally competent according to the laws of their country of residence or of the country where they usually reside, is not permitted. By clicking on the activation link, the Customer confirms (i) that he/she is of legal age and fully legally competent and that he/she complies with all required factual as well as legal prerequisites to be able to conclude an effective agreement for the use of the Service provided by BRDGE, and agrees (ii) to observe and comply with all regulations of these GTCs.
(6) BRDGE warrants that it will comply with all statutory provisions that are applicable in this context at the place of business of BRDGE, in particular with the relevant provisions of the German Data Protection Act and the corresponding data protection laws of the German Federal States as well as of the German Telecommunication Act and the German Telemedia Act.
Section 3 – Scope of Services
(1) BRDGE offers Customers the option to use the Service as web application via its Website, as desktop application, or as App.
(2) The Service consists of an online portal where the Customer can register and create his own profile to connect with other users of the service (each referred to as “User”) to establish a network or to expand an existing network. In this regard, BRDGE supports the Customer in finding and establishing new business contacts based on the customer´s geographical location and individual settings. This is done by way of a consensual agreement between two Users to link with each other (each a “Business Match”). Furthermore, BRDGE enables the Customer to exchange own content with his/her Business Matches as well as information on the respective location. The Customer herewith expressly consents to the use of third-party communication providers by BRDGE with regard to the messenger function (the “Messenger Function”) provided by the Service.
(3) BRDGE reserves the right to modify its Service (or parts thereof) at any time and without prior notice or to temporarily or permanently discontinue the provision of the Service. Any liability by BRDGE due to the modification or temporary or permanent modification or discontinuation of the Service provided to the Customer or other third parties is explicitly excluded.
Section 4 – Use of the Services
(1) Access to the Service by the Customer and/or the use of the Service requires a user login (customer´s e-mail address) and is password-protected via remote data transmission.
(2) The Service is to be used for private purposes only. The Customer is not permitted to use the Service or content obtainable from or accessible through the Service (especially, but not limited to: User-Content, designs, texts, charts, images, video recordings, information, logos, software, audio files or computer codes) for commercial purposes, especially for the purpose of selling own products and/or services. A commercial use within the meaning of these GTCs does not apply if the Customer is using the Service to expand his business network or to increase his own recognition or if the use of the service by the Customer serves to prepare a commercial activity between the Customer and one or several Users.
(3) The Customer is aware and consents that the technical and electronic processing and transfer of Customer-Content (i) involves the transmission to and/or temporary transfer through third-party networks and (ii) therefore may also require modifications for the purpose of adjusting the Customer-Content to the technical requirements of such third-party networks.
(4) BRDGE is entitled to observe and investigate the compliance with these GTCs on a regular basis and in individually cases and to initiate all necessary and appropriate legal measures to avoid any illegal and/or unauthorized use of the Service, in particular to collect the Account Data for purposes of enforcing the compliance of the provisions of these GTCs, in particular to provide the Account Data to criminal prosecution authorities and the third party communication service provider providing the Messenger Function for the purpose of enforcing rights. Insofar, the Customer hereby expressly agrees that BRDGE may collect, store and provide the Account Data and Customer-Contents to third parties for the purpose of enforcing the provisions of these GTCs and/or applicable legal provisions.
Section 5 – Customer’s Responsibilities
(1) The Customer undertakes to adjust his Account Data in the case of a change. Section 2 para. (2) sentence 3 of these GTCs shall apply accordingly.
(2) Accessing and using the Service requires the correct entry of the user login and corresponding password by the Customer. The User is solely responsible for keeping the password private. BRDGE assumes no warranty and is not liable for damages arising to the Customer from or in connection with a loss or misuse of the user login and/or password; this shall not apply if BRDGE is responsible for the loss or misuse.
(3) It is the sole responsibility of the Customer to decide for which activities his/her Customer Account is being used. The Customer undertakes to inform BRDGE in writing (e-mail shall suffice) of any unlawful and/or unauthorised use of the Customer Account and to ensure that he/she is logged out properly after each access to the Service. BRDGE assumes no responsibility and is not liable for damages arising to the Customer from or in connection with the unlawful and/or unauthorised use of the Customer Account if BRDGE is not responsible for the unlawful and/or unauthorized use.
(4) The Customer is solely responsible for all content including, but not limited to: news reports, voicemails, videos and/or photos (jointly referred to as “Customer-Content”) uploaded, disclosed, linked, sent, saved or otherwise made accessible via his/her Customer Account (each a “Post”). This also applies to information provided in the Customer profile (the “Profile Information”) as well as to Customer-Content exchanged with or sent or forwarded to other Users via the Messenger Function or user forums. The Customer warrants that he/she holds all necessary rights for the Customer-Content posted and that no third-party rights are infringed. Irrespective of its rights under section 4 para. (4) above and para. (6) below, BRDGE shall not be obligated to review Customer-Content and/or any content transmitted via the Messenger Function or user forums without having obtained prior express and substantiated evidence of a breach of law.
(5) The Customer is responsible for ensuring that the Customer-Content posted complies with all applicable statutory provisions and official regulations.
(6) However, BRDGE reserves the right to monitor and review Customer-Content posted via the Service or via the functions implemented herein and to remove such content as a whole or in part that – at the reasonable discretion of BRDGE – infringes applicable statutory provisions and official regulations and/or constitutes a breach of the provisions of these GTCs or is otherwise suited to jeopardize or compromise the reputation of BRDGE or of the Service, and to temporarily block a Customer Account or delete it.
(7) Unless otherwise required by applicable law, BRDGE, its organs, legal representatives, employees and other vicarious agents shall be neither responsible nor liable for acts by and the use of the Service by the User or for any user-posted content (the “User-Content”). The Customer warrants to take all necessary precautions and/or adopt suitable protective measures to adequately safeguard and protect his/her interests and the use of the Service during and in connection with interactions with other Users. This shall also apply if after, through or in the context of the use of the Service, a personal meeting is held between the Customer and (an)other User(s).
Section 6- Exclusion of a Customer from the Service
(1) BRDGE reserves the right to exclude a Customer from using the Service if the Customer intentionally enters incorrect and/or incomplete information with regard to key Account Data, if the Customer´s activities are illegal or violate moral standards or if Account Data entered by the Customer, especially names, logos or words/collocations, infringe third-party rights.
(2) BRDGE shall also be entitled to exclude a Customer from using the Service, if the Customer uses the Service to dissipate illegal content, in particular xenophobic, racist, pornographic, discriminating, obscene, threatening, intimidating, illegal or otherwise offensive Customer-Content and abuses the Messenger Function or user forums by (i) sending junk mails, chain letters, mass e-mails or spam (spimming, phishing, trolling or comparable types of misuse), (ii) posting Customer-Content and giving the appearance of doing so in the name and on behalf of BRDGE, (iii) sending and/or transmitting viruses or malware, (iv) collecting the user names and/or e-mail addresses of other Users for the purpose of mailing unsolicited messages to the Users, (v) mirroring data and information included in the Service, or (vi) altering, adapting, sublicensing, translating, reverse engineering, decoding, decompiling or otherwise fragmenting the Service or parts thereof and any software in connection with the provision of the Service or parts thereof. The same applies if the Customer uses the Service, Messenger Function or user forums to infringe third-party rights, especially and without being limited to the illegal or unauthorised copying of works protected by copyrights.
(3) An exclusion of a Customer from the Service may also be considered if the Customer uses the Service to participate in (i) activities in Cuba, Iran, North Korea, Sudan and/or Syria, (ii) activities with persons or groups of persons and associations named on a sanctions list such as the OFAC (Office of Foreign Assets Control) Specially Designated Nationals List or the Commerce Department’s Denied Persons or Entity List or (iii) activities aiming at the development, manufacture or production of nuclear weapons, missiles or chemical and biological weapons or serving to prepare such weapons. By using the Service, the Customer confirms that he/she is not a resident of one of the above countries or one of the above-mentioned persons or a member of one of the above-mentioned groups of persons and associations.
(4) The Customer warrants that he/she will not participate in activities which will or might result in a situation where BRDGE – by making available and/or offering the use of the Service – would violate applicable statutory provisions.
(5) The Customer is obliged to indemnify BRDGE against any and all damages, penalties and fines resulting from or in connection with the unauthorised use of the Service by the Customer.
Section 7 – Property Rights
(1) To the extent permitted by law, the Service and its content, in particular texts, charts, images, trade names and trademarks, logos, pictures, audio- and/or video clips, empirical data, digital downloads and data collections (jointly referred to as “Service-Content”) – as long as it is not Customer-Content – shall be the property of BRDGE or third parties (the “Licensor(s)”) who make available or provide Service-Content (jointly referred to as “Third-party Data”) that is legally protected by property and/or other rights. BRDGE does not warrant and assumes no liability for the correctness, completeness, usability or validity of Third-party Data.
(2) Should parts of the Service, of the Service-Content or of the Third-party Data be subject to protective rights, only BRDGE or the respective Licensor(s) shall be entitled to register corresponding property rights.
(3) The Customer ensures that he/she shall refrain from copying, altering, using, disclosing, creating derivative works or imitating the Service, Service-Content and/or Third-party Data beyond the designated use of the Service without obtaining the prior written consent of BRDGE or the respective Licensor(s). The Customer confirms to neither remove nor cover, render unrecognisable or otherwise alter trademarks and/or trade names or other logos published by or via the Service.
(4) The extraction and/or re-use of (parts of) Service-Content shall require the prior written consent of BRDGE or the respective Licensor(s).
Section 8 – Warranty
(1) BRDGE does no assume any responsibility or liability for the commercial success or for reaching other business purposes that may be expected by the Customer by registering and/or using the Service.
(2) In the same way, BRDGE does not guarantee that the Customer or a User has the hard- and/or software necessary for using and/or accessing the Service. Any responsibility by BRDGE for a GPS connection of the Customer or User is excluded.
(3) The Customer acknowledges that Service-Content and/or User-Content is for information and entertainment purposes only and in no case suited to serve as and/or supplement professional financial, medical, legal or other advice. Any liability by BRDGE in this regard is excluded.
(4) The Service also includes links to other websites uploaded to the Service by third parties, in particular by other Users. BRDG assumes no liability, neither for the function of the link in the context of the Service nor for the content, information, statements, advertisements, products and/or mer-chandise accessible via such links.
(5) The Customer acknowledges and agrees that any Profile Information and Customer-Content posted by a Customer and not serving for the direct bi-lateral exchange of information between the Customer and a User or posted in the context of a direct multilateral information exchange between the Customer and the members of a user group, may be viewed by any User of the Service or other third party having access to the Service.
(6) The Customer undertakes to fully comply with all statutory provisions applicable to the use of the Service outside the Federal Republic of Germany and valid for the place where the Service is being used or intended to be used.
(7) The Customer is aware that the Customer Account is being set-up via his/her LinkedIn Account. A loss (e.g. due to a temporary blockage or deletion) of the LinkedIn Account results in the Customer no longer being able to use the Customer Account. BRDGE assumes no liability for the uninterrupted availability of the Customer Account in the case of a loss of the LinkedIn Account. The Customer is solely responsible for maintaining the LinkedIn Account. BRDGE is also not responsible or liable for the continuous reachability or availability of LinkedIn and/or for ensuring the uninterrupted transmission of data from LinkedIn to BRDGE and/or the Service.
(8) BRDGE strives to ensure the uninterrupted availability of its Service and the correct transmission of data. However, due to the nature of the internet, this cannot be guaranteed at all times. BRDGE makes available the use of its Service seven (7) days a week and for 24 hours each day (24/7) with a guaranteed availability of 95%, i.e. with a total downtime of 5%. This does not account for:
a) Non-availability due to the insufficient provision of technical requirements (hard- and/or software as well as internet connection) by the Customer and/or User;
b) Non-availability due to errors and/or defects in the data transmission network, internet connection or other causes within the scope of responsibility of the company operating the communications message server;
c) Non-availability due to errors and/or defects within the scope of responsibility of LinkedIn or the data communications company operating the Messenger Function;
d) Non-availability due to force majeure as defined in the following section 9 para. (2) of the GTCs,
e) Non-availability due to maintenance, and
f) Uninterrupted nonavailability of less than consecutive fifteen (15) minutes.
(9) Due to legal regulations, the use of the Service is not available in the following countries: Cuba, Iran, North Korea, Sudan and Syria. BRDGE does not warrant that access to and the use of its Service is available in these countries. BRDGE furthermore reserves the right to extend the list of countries where a use of the Service is not possible if and as required by legal regulations. BRDGE will inform the Customer thereof in advance and in writing (by e-mail).
(10) Claims based on warranty shall be excluded if the impairment of use is attributable to circumstances for which the Customer is responsible, especially operating errors.
Section 9 – Liability for Damages Caused by Fault
(1) The liability of BRDGE for damages on whatever legal grounds, in particular due to impossibility, default, faulty or incorrect performance, breach of contract, violation of obligations during contract negotiations and tort shall, as far as such liability depends on a proof of fault, be limited as specified in this Section 9.
(2) BRDGE is not liable for damages caused by force majeure or other unforeseeable events (e.g. operating disruptions of all kinds (in particular disruptions regarding the availability of internet and GPS), difficulties in procuring materials or energy, strike, legal lockouts, shortage of labour, energy or consumables, difficulties in obtaining the necessary permits from the authorities, official acts) that are not under the control of BRDGE. The same applies to damages from and in the context of a download performed at the Customer´s sole discretion or resulting from and arising in the context of an access to User Content or content obtained otherwise by the Customer during using the Service.
(3) A liability of BRDGE, its organs, legal representatives, employees and other vicarious agents is excluded for cases of ordinary negligence, unless a breach of fundamental contractual obligations is involved. Fundamental contractual obligations are obligations that are essential for the proper execution of the user agreement and of the performance on which the Customer relies and which he/she is also entitled to expect.
(4) Insofar as according to the preceding Section 9 para. (3) BRDGE bears liability to pay compensation in principle, the liability shall be limited to such damages which BRDGE has been able to foresee as a result of a breach of contractual obligations or under the circumstances, which have been known or should have been known to BRDGE, applying due diligence, however, in any case not exceeding the value of the contractually owed performance. Indirect and consequential damages as well as loss of profit or damages to reputation shall be exempt from the liability to the extent permitted by law.
(5) The restrictions of this Section 9 shall not apply to the liability of BRDGE for intentional or grossly negligent behaviour or injury to life, limb and health. The same applies in the case of a liability in accordance with the provisions of the [German] Product Liability Act.
(6) Otherwise, the legal regulations shall apply.
Section 10 – Granting of Rights by the Customer
By using the Service, the Customer grants BRDGE and its affiliated enterprises the irrevocable, perpetual, non-exclusive, transferable, sublicensable right without any content-related and geographical limitations and free of charge to (i) collect, process, use, copy, save, duplicate, publish, store, play, adjust, modify and disseminate Customer-Content and (ii) by using Customer-Content, to produce other content and/or information or to integrate Customer-Content in other content and/or information.
Section 11 – Contract Termination
(1) The user agreement/contract can be terminated at any time by BRDGE and by the Customer (jointly referred to as the “Contracting Parties” and indi-vidually as the “Contracting Party”) and without observing a notification period or stating a particular reason.
(2) If the Customer intends to terminate the user agreement, it shall suffice if the Customer deletes his/her Customer Account and stops using the Service.
Section 12 – Miscellaneous
(1) The place of performance for all obligations resulting from the contractual relationship of BRDGE shall be the domicile of BRDGE, unless otherwise agreed upon in writing between the Contracting Parties.
(2) The place of jurisdiction for all and any disputes arising from and in connection with the contractual relationship between BRDGE and the Customer shall be â€“ at the discretion of BRDGE â€“ either the domicile of BRDGE or the domicile of the Customer. This shall not apply if the Customer is a consumer in which case the provisions of Sec. 12 et seqq. ZPO ([German] Code of Civil Procedure) shall apply for determining the competent court of jurisdiction. The place of jurisdiction for any legal proceedings against BRDGE is Frankfurt am Main, Germany; compelling statutory provisions concerning exclusive jurisdiction remain unaffected by this provision.
(3) For evidentiary purposes, all oral modifications of or supplementations to the user agreement/contract or these GTCs (priority of individually agreed terms, section 305b BGB [German Civil Code]), shall be confirmed in writing, unless required by law to be made in writing to be effective. In this case, the modification or supplementation must be made in writing to be effective. No other agreements than those laid down in these GTCs were made between the Contracting Parties and there are no further oral agreements.
(4) The relationship between BRDGE and the Customer is exclusively governed by the laws of the Federal Republic of Germany, excluding the provisions of international private law and of the UN Convention on the International Sale of Goods.
(5) Should the Customer violate individual provisions of these GTCs and should such violation remain unsanctioned by BRDGE, this may not be construed as a waiver by BRDGE to demand compliance with the provision violated by the Customer and may also not be construed as an exclusion of the violated stipulation by conclusive behaviour.
(6) Should present or future provisions of these GTCs be or become invalid, ineffective or unenforceable as a whole or in part, this shall not affect the validity of the other provisions of these GTCs. Section 139 BGB [German Civil Code] is expressly waived. The same shall apply in the case of a gap in the GTCs. If the invalid, ineffective or unenforceable provision is not a provision serving to protect BRDGE and/or the Customer, an adequate provision shall be agreed upon as a replacement which comes as close as legally possible to what BRDGE and the Customer intended or would have intended in accordance with the purpose and intent of these GTCs, would they have recognized the invalid character, ineffectiveness or gap. If the ineffectiveness or invalid character or unenforceability of a provision is due to a measure of performance or time stipulated therein (deadline or date), the legally permitted measure most closely approximating to the ineffective or unenforceable provision shall replace the provision originally agreed upon. Otherwise, the invalid, ineffective or unenforceable provision shall be replaced by the corresponding statutory provision (Sec. 306 para. 2 BGB [German Civil Code).