General Terms of Business designonclick.com for service providers

§ 1 SCOPE | DEFINITIONS | GENERAL

(1) These General Terms and Conditions (hereinafter referred to as "GTC") govern the use of the website www.designonclick.com and are part of every contract between designenlassen.de - Marktplatz für Kreativdienstleistungen GmbH, Pretzfelder Str. 7-11, 90425 Nuremberg, Germany (hereinafter referred to as "designonclick.com") and the users of the platform.

(2) The services of designonclick.com are only available to entrepreneurs within the meaning of § 14 BGB. These GTC do not apply to consumers within the meaning of § 13 BGB.

(3) "Design project" is any creative service advertised by the client on the website (hereinafter "platform") for which service providers can apply by submitting work results in the sense of offers for purchase.

(4) "Client" is anyone who opens a design project by requesting creative services described in more detail, such as design and/or programming services, on the platform for purchase.

(5) "Service provider" is the user of the platform who, e.g. as a designer or programmer, participates in a design project by submitting a proposal and thus offers a "work result" or offers a logo in the logo store. The client can accept such offers, thereby selecting a work result that he wishes to purchase from designonclick.com (hereinafter "selected work result"). A service provider is also defined as anyone who submits an offer at a fixed price at the request of a client within the framework of a 1-to-1 project within the meaning of § 5 of these GTC.

(6) Clients and service providers are hereinafter also referred to as "users".

(7) designonclick.com acquires the rights of use to the work results selected by the client for the creative services advertised via the platform from the service providers in accordance with the provisions of these GTC and transfers these to the client in its own name and for its own account. There is therefore no contractual relationship between the client and the service provider. This does not apply insofar as work results submitted by the service provider are not free of third-party rights, which must still be acquired separately by the client.

§ 2 SERVICES | CONCLUSION OF CONTRACT

(1) designonclick.com offers the following services:
    (a) Tendering of design projects as a competition (§ 3 "Design competitions")
    (b) Sale of logo designs in the logo store (§ 4 "Logo store")
    (c) Tendering of design projects as part of the 1to1 project (§ 5 "1to1 project")
    (d) Advertising the services of the service providers on the Internet

(2) A contract between designonclick.com and the users regarding the use of the platform is concluded when the member account is opened.

(3) There is no entitlement to membership vis-à-vis designonclick.com. Membership is not transferable. Only one member account may be set up per person.

(4) When registering as a member, the user must provide the required information completely and truthfully. The user must enter any changes in the member area without delay, but at the latest within two weeks of making the change.

(5) designonclick.com is entitled to advertise with the users as a reference.

§ 3 DESIGN COMPETITIONS

(1) Design projects can be advertised by clients as design competitions via the platform.

(2) If the service provider is interested in submitting design proposals for the design projects advertised on the platform, he can set up a member account, view advertised design projects and offer his design proposal as a so-called work result in the member area.

(3) The submission of work results is free of charge for the service provider.

(4) If a service provider has submitted its design proposal (work result) for a design competition, this is only presented as a preview and cannot yet be used by the client. By uploading the work result to the platform, the service provider grants designonclick.com the rights of use necessary for public reproduction free of charge (see § 6 para. 1). designonclick.com is hereby also authorized to advertise with this preview for an unlimited period of time.

(5) If copyrighted works within the meaning of §2 of the German Copyright Act (UrhG) have been used in the design, or if for other reasons not all rights of use to the work result lie with the service provider, the service provider must make this clear in the design proposal and inform the client that additional usage fees may have to be paid to a third party for the acquisition of the design.

(6) As part of the competition, the client may select a service provider as the winner (hereinafter referred to as the "winner"). The client shall select the service provider whose work result it wishes to acquire. If none of the proposals submitted by the service providers appeals to the client, the client is not obliged to select a winner, unless the client activated the "guaranteed prize money" option when the design competition was announced (see § 3 Para. 8).

(7) Once the client has selected the winner, the winner must immediately provide the client with the detailed data and all information on the work result. If the work result contains third-party rights, the winner shall agree with the client in particular on how these rights can be acquired.

(8) If the client has activated the option "guaranteed prize money", he is obliged to determine a winner after the end of the project period. If the client does not determine a winner within 30 days of the end of the project term, designonclick.com will pay out an expense allowance to be determined in accordance with the separately agreed remuneration rules in equal parts to all service providers participating in the project.

§ 4 LOGO-SHOP

(1) In the designonclick.com logo store, service providers can offer logo designs for sale online at a fixed price.

(2) The presentation of the logos is free of charge for the service provider.

(3) Users can view the logos offered in the logo store and find out about the service providers offering them.

(4) If a user accepts the offer to purchase the logo, the service provider shall add the user's desired lettering to the logo design; this service is already covered by the fixed price quoted. If, in addition to the integration of the lettering into the logo, further changes (e.g. color change, design changes) are to be made, this is subject to a separate direct order to be agreed between the user and the service provider.

(5) If a user accepts the offer to purchase the logo, he is obliged to pay designonclick.com a fixed amount in accordance with the separately agreed remuneration rules.

(6) If a contract for the purchase of the logo is concluded, the service provider shall transmit the detailed data for the logo to the user who has accepted the offer to purchase the logo.

§5 1to1 PROJECT

(1) Clients can publish a call for tenders or requests for quotations for the 1to1 project on the platform by describing the task, duration and price expectations. Service providers can then submit offers at a fixed price in response to the invitation to tender or request for quotation.

(2) The submission of offers is free of charge for the service provider.

(3) If the client decides in favor of an offer from a service provider and accepts the offer submitted by him on the platform, the client is obliged to pay the fixed price to designonclick.com.

(4) If the client has selected and accepted an offer from a service provider on the platform, the service provider will send the client the detailed data on the work result on which the offer is based.

§ 6 TRANSFER OF THE RIGHTS OF USE BY THE SERVICE PROVIDER

(1) By uploading a work result to the platform, the service provider grants designonclick.com the simple right of use to this work result, limited to use on the platform for advertising. This also includes the right to use the submitted documents, in particular titles, names, logos and images of the work result for advertising purposes digitally and also in printed form for an unlimited period of time and to edit them as desired for preview purposes.

(2) In the event that the service provider wishes to upload a work result that contains works with third-party rights, e.g. a font that it did not design itself, it shall indicate this in the description text and guarantee that it is authorized to upload these work results to the platform and offer them for sale. The service provider shall inform the client of what he must observe when acquiring the rights of use and whether and how the rights of use of third parties can be acquired by the client. The service provider must also explain this in the description text for the work result.

(3) The service provider shall grant the irrevocable, exclusive, transferable and sub-licensable right to use, exploit and sell the work results offered for sale on the platform for the purpose of commercial marketing and to grant these rights to third parties if a client has declared that they wish to purchase the work results of the service provider.

(4) The granting of rights in accordance with § 6 para. 3 expressly includes all known and unknown forms of offer possibilities on the Internet and in printed form, in particular the possibility of integration within fee-based online services and websites as well as within the freely accessible Internet. In particular, the service provider grants designonclick.com the following exclusive, temporally and territorially unrestricted rights of use:
     a) The right of reproduction, making available to the public and distribution, i.e. the right to reproduce the work result, including any technical possibilities, in particular through digital integration within the framework of the website, without limitation and to make it publicly accessible or to reproduce it publicly;
     b) the right of making available on demand, i.e. the right to store the work result, to make it available to the public, to transmit it to one or more users, in all analog or digital electronic databases, electronic data networks and networks of telecommunications services;
     c) the right of communication to the public, i.e. the right to reproduce the work result commercially or non-commercially, by means of sound carriers, image carriers, image sound carriers, multimedia carriers or other data carriers, in particular also magnetic tapes, magnetic tape cassettes, image disks, chips, in all formats, using all analog and digital processes and techniques;
     d) the editing right, i.e. the right to transform and edit the work result as desired, either by oneself or through third parties, while respecting the moral rights of the author;
     e) the advertising right, i.e. the right to use the work result for the promotion of the platform on the Internet, also in any other media and outside the Internet, namely on television and in print media.

(5) The granting of rights also includes use of the work result and use in connection with other works.

(6) designonclick.com accepts the transfer of rights within the meaning of § 6 para. 1 at the latest upon publication of the work result on the platform. The transfer of rights within the meaning of § 6 para. 3 is accepted by designonclick.com at the latest with the declaration of the client that he wishes to acquire the work result of the service provider. The acceptance regarding the transfer of rights according to § 6 para. 3 is made by designonclick.com one legal second after the service provider has transferred the rights to designonclick.com.

(7) The service provider waives its right under § 13 UrhG (German Copyright Act) to be named as the author of the work results uploaded and offered by it on the platform. The service provider further assures a waiver of copyright designation by persons employed by him to develop the work result. If the work result contains copyright and/or copyright notices as well as comparable markings of the service provider, the service provider shall allow these to be removed.

§ 7 PAYMENT

If the client has accepted the selected work result and designonclick.com has accepted the transfer of rights by the service provider (§ 6 para. 6), the service provider shall receive remuneration for the transfer of rights to the work result in accordance with the remuneration rules agreed separately with designonclick.com or the agreed fixed price.

§ 8 OBLIGATIONS AND GUARANTEES OF THE SERVICE PROVIDER | INDEMNIFICATION

(1) By uploading a work result to the Platform, the Service Provider guarantees that it is the owner of the rights required to upload and advertise the work result on the Platform and to use it as intended in accordance with these Terms and Conditions and that this does not infringe any third-party rights.

(2) By uploading a work result to the Platform, the Service Provider further guarantees that it is the owner of all rights to the uploaded work result if it does not expressly indicate in the description text for the uploaded work result that third parties are entitled to rights to the work result or parts thereof. In any case, all rights to the work result must lie with the service provider to the extent that he is authorized to upload and advertise on the platform. If third parties have rights to the work result posted by the service provider, the service provider shall indicate this in the description text and expressly point out which specific rights still need to be obtained and how they can be acquired.

(3) In the event that the service provider is not or not the sole or exclusive author of the uploaded work results, the service provider shall point this out to designonclick.com and the client and inform them whether other (co-)authors are to be named in accordance with §13 UrhG. The service provider must also indicate this in the description text for the work result.

(4) By uploading a work result on the platform, the service provider agrees that designonclick.com may transmit his name, address and contact details to third parties who assert claims due to legal infringements based on the work result uploaded on the platform. In this case, designonclick.com is entitled to immediately remove the work result in question from the platform until this matter has been resolved.

(5) The service provider shall indemnify designonclick.com against all claims asserted by other users or other third parties against designonclick.com due to infringement of their rights by content posted on the platform by the service provider or due to other infringing use of the platform by the service provider. This includes in particular claims for copyright, trademark or personal rights infringements. designonclick.com will inform the service provider immediately of the claim without delay. The service provider must inform designonclick.com immediately of any impairments of the contractual rights of which it becomes aware. designonclick.com is entitled to take appropriate measures itself to defend against claims by third parties or to pursue their rights; the service provider must provide all information necessary for the examination of the claims and the defense. This indemnification also includes the reimbursement of the costs that designonclick.com incurs or has incurred as a result of legal prosecution/defense.

(6) The indemnifications mentioned in § 8 para. 5 shall not apply if the service provider is not responsible for the infringement.

(7) If the client asserts warranty rights against designonclick.com due to defects in the work results uploaded by the service provider on the platform and transferred to the client, the service provider for designonclick.com shall immediately restore the contractual condition vis-à-vis the client and/or, where this is not possible, paragraph (5) and (6) shall apply accordingly to claims of the client based on such defects.

§ 9 USER'S DUTIES OF CONDUCT | NOTIFICATION OF CONTENT

(1) Users are solely responsible for all content that they post on the platform. They undertake to refrain from depictions of violence, sexual or pornographic or discriminatory content or depictions with regard to race, gender, religion, nationality, disability, sexual orientation or age.

(2) Users undertake to comply with the applicable laws. Only content that does not violate legal regulations, third-party rights or these General Terms and Conditions may be presented on the platform. The obligation to check this is the sole responsibility of the users who publish the content. designonclick.com is generally not obliged to proactively check the content posted by users. Nevertheless, designonclick.com is authorized to investigate content on the platform and, if necessary, to take measures in accordance with § 10 of these GTC.

(3) designonclick.com gives users the opportunity to report allegedly illegal content on the platform published by other users to designonclick.com. Users can report such content from other users to designonclick.com using an electronic form. This form can be accessed via the "Report violation" button. If a comment is to be reported in the communication field between the service provider and the client, the aforementioned form can be accessed via the exclamation mark symbol next to the comment.

(4) The user guarantees that they will not store or forward any data that could damage the technical infrastructure and operating processes of designonclick.com (e.g. viruses, Trojans, etc.).

(5) During the term of the contract with designonclick.com, service providers and clients are not permitted to directly or indirectly conclude contracts with each other about the work results uploaded on the platform or to conduct negotiations aimed at this without the assistance of designonclick.com.

(6) Users undertake to treat the access data selected for the member area confidentially, not to disclose it to third parties and to store it in such a way that third parties cannot gain knowledge of it. No third party may be allowed to use the member area via these access data. If there is reason to suspect that third parties have knowledge of the access data, designonclick.com must be informed immediately in writing or by e-mail at [email protected].

§ 10 BLOCKING | TERMINATION

(1) designonclick.com can take the following measures if content posted by a user violates legal regulations, the rights of third parties or these General Terms and Conditions:
     (a) Warning of the user
     (b) Deletion of projects, design proposals and other content
     (c)Temporary blocking of the user's member account
     (d) Permanent blocking of the user's member account

(2) Before temporarily or permanently blocking a user, designonclick.com will warn the user if it is to be expected that this will be sufficient to encourage the user to comply with his obligations and the violation is not so significant that the legitimate interests of third parties or designonclick.com make direct blocking necessary, i.e. there is an important reason that entitles designonclick.com to block the user immediately.

(3) When taking a measure in accordance with § 10 para. 1, designonclick.com will always take into account the legitimate interests of the user concerned, other users, any rights holders and other third parties as well as its own interests as platform operator. In doing so, designonclick.com will take into account the severity of the infringement, any fault and the severity of the impairment of the rights of third parties. If designonclick.com takes a measure in accordance with § 10 para. 1, it will inform the user concerned and, in the event of a block, justify the measure.

(4) In the event of blocking, the user may no longer use the platform with other member accounts or register again with a new account.

(5) The contract for the use of the platform is concluded for an indefinite period and can be terminated by the user at any time.

(6) designonclick.com can terminate the contract for the use of the platform at any time with a notice period of 30 days to the end of the month. The right to blocking (§ 10 para. 1) and extraordinary termination is not affected by this.

(7) Notice of termination must be given in writing or text form.

(8) A blocking or termination has no effect on the validity of contracts already concluded on the platform. Contracts that designonclick.com concludes with the service provider for the transfer of usage rights up to the time of termination will be processed after receipt of the termination.

§ 11 LIABILITY OF DESIGNONCLICK.COM

(1) The liability of designonclick.com for damages, regardless of the legal grounds, in particular due to impossibility, delay, defective or incorrect delivery, breach of contract, breach of obligations during contract negotiations and tort, is limited in accordance with this § 11, insofar as fault is involved.

(2) designonclick.com is not liable in the case of simple negligence, insofar as it is not a breach of essential contractual obligations. Essential contractual obligations are those that grant the parties to the contract the right that the contract has to grant according to its content and purpose, in particular the obligations whose fulfillment makes the proper execution of the contract possible in the first place and on whose compliance the contractual partner regularly relies and may rely.

(3) Insofar as designonclick.com is liable for damages on the merits in accordance with § 11, this liability is limited to damages that designonclick.com foresaw as a possible consequence of a breach of contract at the time of conclusion of the contract or should have foreseen if due care had been exercised. Indirect damages and consequential damages resulting from defects in the delivered work results are also only eligible for compensation if such damages are typically to be expected when used as intended.

(4) The above exclusions and limitations of liability shall apply to the same extent in favor of the bodies, legal representatives, employees and other vicarious agents of designonclick.com.

(5) Insofar as designonclick.com provides technical information or acts in an advisory capacity and this information or advice is not expressly part of the contractually agreed scope of services owed by designonclick.com, this is done free of charge and to the exclusion of any liability.

(6) The limitations of liability of this § 11 do not apply with regard to the liability of designonclick.com due to (i) intentional and grossly negligent behavior, (ii) guaranteed characteristics, (iii) injury to life, body or health or (iv) under the Product Liability Act.

§ 12 AMENDMENTS

(1) designonclick.com may propose an amendment to these GTC to users for valid reasons, in particular in the event of changes in the law, changes in jurisdiction or changes in economic circumstances, subject to a lead time of at least 15 days before the proposed date of entry into force of the amendment. If the changes result in necessary technical or business adjustments for commercial users, designonclick.com will determine a longer lead time that sufficiently takes into account the interests of the commercial user. If the proposal to amend the GTC is made due to legal or official obligations, designonclick.com does not have to adhere to the aforementioned minimum lead times. Users will be informed of proposed changes to the GTC by e-mail.

(2) The proposed amendment to the GTC comes into force when the user accepts it. Acceptance by the user also exists if the user does not raise an objection to the proposed amendment to the GTC with designonclick.com, at least in text form, before the proposed date of entry into force. In this case, the new GTC shall be deemed accepted and shall enter into force after the expiry of the lead time.

§ 13 FINAL PROVISIONS

(1) The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

(2) If the user is a merchant, a legal entity under public law or a special fund under public law, Nuremberg shall be the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship. The same applies if the user is domiciled abroad.

(3) Should one or more provisions of these GTC be ineffective, this shall not result in the ineffectiveness of the entire contract.

Our GTC apply with regard to the technical terms in the original German version and the translation serves only for better understanding.