Standard Terms of Business

of Pidoco GmbH
Commercial Register: HRB 115010 B (Berlin-Charlottenburg Municipal Court)
Represented by Philipp Huy, Warschauer Str. 58a, D-10243 Berlin, Germany
Email: contact@pidoco.com, Phone +49 30 4881 6385, Fax +49 30 4881 6390

In case of doubt, the German version of these terms and provisions shall prevail.

 

1. Description of Services

1. Pidoco GmbH runs a fee-paying Web-based technical system which enables registered users to create, store and publish interactive software prototypes and then give other users an opportunity to edit them, comment on them and navigate them, and to capture, store and retrieve these actions, whereby the user may include both personal data and diverse content. At his/her own option, the user also has the possibility of restricting other users’ and the general public’s access to given areas and to specific information.

2. This service provides a simple way for user interfaces and navigation processes in applications to be modelled, and for test users to then verify their usability. To this end the user sends a link to the test user, who is then able to view the prototype and try out and comment on its various functions. The comments made, the actions performed and the speech information can be saved, retrieved and managed, so that the user can take notes and suggestions into account for improving the product created. This method enables user interfaces and navigation processes to be simulated for establishing the impression they make on test users.

3. The registered user can contact other users and encourage them to contribute towards developing the prototype. If the other users agree to do so, then a number of users can work on the same prototype either simultaneously or at different times.

 

2. Definitions

1. “User” means any individual or entity who or which has registered as a consumer or entrepreneur for the fee-paying service pidoco provided by Pidoco GmbH and uses said service. “Entrepreneur” within the meaning of these Standard Terms of Business means any person who on signing the contract is acting in the context of their commercial activities or self-employed work.

2. “Test user” means any individual or entity to whom or which the user sends a link with an invitation to view, test and comment on the prototype.

3. “Service” means a Web-based software called “pidoco” accessible on the platform at www.pidoco.com with which user interfaces and navigation processes, especially those of web and software applications, can be modelled, simulated, and tested.

4. “Content” within the meaning of these Standard Terms of Business means all the accessible content that a user posts on the platform, including in particular photographs, videos, texts (including weblogs and commentaries), musical compositions, graphics, sketches and personal data.

5. “Platform” within the meaning of these Standard Terms of Business means the entire system which Pidoco GmbH provides for the user at www.pidoco.com.

 

3. Scope of Application

The following Standard Terms of Business apply without exception to all declarations of intent, agreements and acts of contractual or similar nature done by and between Pidoco GmbH (referred to hereinafter as “Pidoco”) and the user. Any contradiction by the user on making reference to his/her own terms of business and/or terms of use is expressly refuted; such terms shall not become an integral part of any agreement unless Pidoco expressly confirms them in writing.

 

4. Registration, Realisation of a Contract

1. To register, the user clicks first of all on the corresponding link on the website of Pidoco , whereupon he/she is instructed to choose a user name and a password and provide his/her contact information. To be able to register and to use the service provided by Pidoco, the user must accept these Standard Terms of Business by checking a checkbox and then confirm registration by clicking on the corresponding button . The user is then sent a confirmatory email containing these Standard Terms of Business in writing. By clicking on the registration button  the user makes a binding offer to conclude a contract of use. Pidoco accepts this offer by activating the service, which concludes the contract of use.

2. The user can use the service for an initial period of 31 days from the time of activation without costs. Upon expiration of this period the continued use is with costs. If the user wishes to continue the use of the service, he/she enters his/her payment details and chooses a billing cycle. By clicking on the corresponding confirmation button the contract is prolonged indefinitely.

3. The user is under obligation to provide correct data at all times, and any data required compulsorily or provided voluntarily on registration must be complete. In particular, the user is not permitted to enter third-party data. Any person registering an entity or partnership warrants moreover that he/she has been authorised to do so by such entity or partnership, and that the contacts and executive bodies specified for such entity or partnership agree to their names being provided.

4. User accounts are not transferable and not hereditable.

5. Each user account may only be used by one user. Use of a user account by anybody other than the registered user is excluded.

6. If any change in the data provided occurs subsequent to registration, the user must immediately update his/her user account. Multiple registration under various user names is not permitted.

7. Each user must keep secret his/her password and email address (referred to hereinafter as “access data”) and protect same from access by unauthorised third parties. Pidoco must be notified immediately if the user mislays his/her access data, or establishes or suspects that his/her access data is being used by an unauthorised third party.

8. Pidoco reserves the right to turn down any user’s registration without stating the reasons.

 

 

 

 

 

 

6. Payment

1. The prices apply that are in force on the date of registration and are given separately both during registration and on Pidoco’s website.

2. The customer may select from the modes of payment given in the respective price list in force at the respective time of payment.

3. Unless expressly agreed otherwise with the customer, the fee for use must be paid in advance, whereby the following provisions apply:

If the user decides to subscribe to Pidoco’s service indefinitely after expiration of the initital charge-free period, then a billing cycle must be chosen, and the relevant fee for each successive period of use must be paid in advance. Pidoco’s service is not activated until the relevant fee has been credited to Pidoco’s account.

In cases where a user has booked a subscription, the fee for the next period of use in the billing cycle shall be collected by Pidoco at the close of the last day of the period of use about to expire. In the event of it being unable to collect the agreed fee for the next period of use, Pidoco reserves the right to block the user account until the fee has been credited to Pidoco’s account.

If the user opts for direct debit procedure or for credit card payment, he/she must ensure that the account always shows sufficient coverage. If this is not the case or if Pidoco’s debit transaction fails for any other reason for which the user is responsible, then the user must pay chargeback costs of EUR 30,00 for each failed attempt. The user is free to prove smaller losses; Pidoco reserves the right to prove bigger losses.

4. Each time the service is booked, Pidoco sends the user a corresponding invoice by email.

 

7. Placing Content on the Platform

1. The user can place all manner of content on the platform using his/her user account.

2. If the content being provided consists of complete electronic files, they must be uploaded in commonly used formats. Pidoco reserves the right to resort to an external hosting provider to store the user’s data. Pidoco also reserves the right to turn down or delete content supplied in a format not commonly used or which causes technical problems for other reasons.

3. No content may be placed on Pidoco’s platform which involves rights that are safeguarded by GEMA.

4. Pidoco reserves the right to turn down any user’s content. The user has no right to place content on the platform or have it retained there.

 

8. Rights of Use on Placing Content on the Platform

1. The user always retains all the rights in content posted or created on the platform. However, a user placing content on the platform grants Pidoco in perpetuity and without any territorial restriction the non-exclusive transferable right of use to the extent required for running the service. In particular, the user grants Pidoco the right to place the content concerned on the platform and to make any copies that are required for this purpose.

2. Each user decides on his/her own responsibility whether to make the content he/she has placed on the platform accessible to other users or test users, and whether to permit downloading. Each user also decides individually on the extent to which other users and test users are granted rights of use, permitting them to enable public accessibility or make copies, or for other purposes.

3. The user shall receive no money payment in return for granting Pidoco the rights of use specified in Item 8.1 of these Standard Terms of Business. In return for the rights it is granted, Pidoco provides a service enabling simulations to be created and giving other users and test users the opportunity to view and test such simulations. This counter-performance is regarded by the parties as fair consideration.

 

9. Inadmissible Content

1. The user undertakes vis-à-vis Pidoco not to place any illegal content on the platform.

2. In particular, the user shall not use the platform for inserting, supplying, offering, advertising or providing access to any content (in particular musical compositions, videos, photographs or texts), which constitutes an offence under the Criminal Code [Strafgesetzbuch], the Controlled Substances Act [Betäubungsmittelgesetz], drug law [Arzneimittelgesetz] or gun control laws [Waffengesetz], and/or:

(a) which constitutes propaganda within the meaning of the Criminal Code, Sect. 86, or violates the constitutional system of freedom and democracy, or undermines the concept of international understanding;

(b) which uses the symbols of unconstitutional organisations within the meaning of the Criminal Code, Sect. 86 a;

(c) which incites hatred towards sections of society or towards any group distinguished by its nationality, race, religion or traditions; which encourages using force or taking arbitrary measures against such groups; or which impugns on others’ human dignity by making sections of society or any of the aforementioned groups the subject of insults, malicious contempt or slander;

(d) which in a manner suited to disrupt public law and order denies or belittles any act committed under National Socialist rule within the meaning of the Code of Crimes Breaching International Law [Völkerstrafgesetzbuch], Sect. 6 (1) and Sect. 7 (1);

(e) which portrays brutality and inhuman cruelty towards persons, thereby glorifying or belittling violence, or depicts the brutality and inhuman cruelty of such acts in a manner infringing human dignity; this also applies to virtual depictions;

(f) which serves as guidance for committing any of the illegal acts specified in the Criminal Code, Sect. 126 (1);

(g) which glorifies war;

(h) which infringes human dignity, in particular by portraying persons dying or who are or have been exposed to great physical pain or mental suffering, whereby a real incident is shown although no legitimate interest in such presentation or reporting exists (whether or not consent has been given is of no significance);

(i) which depicts minors in unnatural sexually suggestive poses; this also applies to virtual depictions;

(j) which is pornographic and involves violence, child sexual abuse, or humans performing sexual acts with animals; this also applies to virtual depictions; or

(k) which is included in Parts B and D of the list pursuant to the Young People’s Protection Act [Jugendschutzgesetz], Sect. 18, or has the same or similar content as any work included in said list (absolute ban within the meaning of the Treaty on the Protection of Minors in Broadcasting & Telemedia [Jugendmedienschutzstaatsvertrag], Sect. 4 (1).

3. Moreover, the user shall not insert, supply or offer any content on the platform:

(a) which otherwise constitutes pornography;

(b) which is included in Parts A and C of the list pursuant to the Young People’s Protection Act, Sect. 18, or has the same or similar content as any work included in said list;

(c) which is evidently apt to jeopardise the development of children and young people into responsible and acceptable members of the community, taking into account the particular influence of the medium used for distribution (relative ban within the meaning of the Treaty on the Protection of Minors in Broadcasting & Telemedia, Sect. 4 (2).

4. The user must specifically notify Pidoco about any content that may jeopardise the development of children and young people into responsible and acceptable members of the community, in particular content which under the Young People’s Protection Act is not rated suitable for minors in the respective age group, or is similar to products not rated suitable for minors in the respective age group under said statute (products detrimental to development within the meaning of the Treaty on the Protection of Minors in Broadcasting & Telemedia, Sect. 5 (1) and (2).

5. Moreover, all content is illegal

• which is of a libellous or discrediting nature;
• which constitutes an invasion of privacy or an infringement of other personal rights;
• which constitutes an infringement of copyright, ancillary copyright or the right to a name;
• which may be contested or prosecuted under civil or criminal law.

6. Users are likewise prohibited from inserting, offering, advertising and/or organising chain mails, pyramid schemes, contests, lotteries, bets or other inadmissible games of chance within the meaning of the Criminal Code, Sect. 284 and Sect. 287.

7. Users are moreover prohibited from placing hyperlinks to third-party services in their simulations, if the content of the linked pages falls into any of the categories listed above.

8. Content breaking the above rules and any other offensive content can be reported to Pidoco by users directly, using procedure specially provided for the purpose.

 

10. Code of Conduct (handling other users’ data, non-disclosure, harassment, data mining, viruses, etc.)

1. Users may not disclose another user’s personal data to the public or to other platform users, if the user concerned has specified that his/her personal data is not to be made visible to anybody or only to certain users.

2. Messages sent via the platform by one user to another may only be made accessible to third parties by the recipient with the consent of the party originally sending the message. Links, passwords, codes, serial numbers and similar data may not be published or exchanged on the platform.

3. At the user’s request, Pidoco will enable other users to give their views and comments on the respective simulation. However, each user is expected to observe a minimum degree of respect and courtesy: the principle of fair play applies on the platform just as in real life.

4. Users may not apply any methods which – for the purpose of obtaining information either manually or automatically – extract, store, process, alter, pass on or otherwise misuse the data on the platform.

5. Viruses, Trojans, and any scripts, programmes or codes causing similar damage must not be introduced to the platform. The same applies to denial-of-service attacks or similar interference with the platform and/or individual simulations (e.g. hacking).

 

11. Pidoco’s Trademarks & Other Protective Rights

1. The name Pidoco is protected under trademark law.

2. The user acknowledges that Pidoco has sole title to all and any rights in Pidoco’s service and label, including trademarks, patents, copyrights and licenses, and to all other rights and equivalent entitlements in relation to the user. In particular, the user is not granted any rights of use whatsoever in the Pidoco software. The user is thus prohibited in particular from copying, adapting or publishing the Pidoco software, from detecting the source code for the software, from selling or assigning the software, from granting any sub-licenses in the software, and from transferring any rights whatsoever in the software.

 

12. User’s Warranty

1. The user warrants and represents to Pidoco that he/she is able and entitled to assign the rights to the extent specified in Item 8.1.

2. The user warrants and represents moreover that he/she shall not place any content on the platform which interferes with third-party rights or breaches Item 9 of these Standard Terms of Business. The user must verify whether content interferes with third-party rights if there is anything to suggest that this may be the case, e.g. in particular:

• if works protected by copyright are used (even when alienated), which have not been created by the user him-/herself, such as e.g. videos, photographs, graphics or texts, or if a video for instance contains music composed by third parties; sketches giving directions, extracts from city maps and road maps and suchlike are also generally protected under copyright law;
• if videos contain performances or extracts that are protected by copyright or ancillary copyright, such as e.g. recordings of concert, theatre or circus performances, etc., or make use of any other works or extracts that are protected under ancillary copyright, such as e.g. television broadcasts or programme presentations and summaries;
• if third parties have contributed towards making the content in such a manner that they may have acquired ancillary copyrights, e.g. for recording, direction, cut, sound, camera, etc.;
• if the content involves personal particulars or other sensitive information about individuals or groups, unless the user has been granted the necessary approvals and/or rights of use;
• if third parties are depicted on photographs and videos in such a manner that the viewer perceives them as having more than background significance for the picture or video, unless the user has obtained express approval in each case.

 

13. User’s Liability

1. The user is solely responsible for obtaining all the rights of use, as well as for all the contributions and all the content he/she places on the platform. If a third party acquires knowledge of an alleged infringement of rights and issues well-founded written notification to this effect, Pidoco reserves the right to block the content concerned. Pidoco shall then give the user an opportunity to comment within a reasonable period on the infringement of rights being claimed. If the user fails to comment, or if the comments fail to eliminate reasonable doubts as to the legality of the content posted on the platform, Pidoco reserves the right to delete the content concerned.

2. In the event of third parties asserting claims on Pidoco because the user or other users or test users authorised by the user have culpably breached their obligations regarding the granting of rights of use, the user shall release and discharge Pidoco from all and any liability and costs, including any costs for legal proceedings. Pidoco shall immediately notify the user about any claims brought against it, and insofar as is legally required and/or possible it shall give the user an opportunity to ward off the claim being asserted.

3. The same applies to any claims asserted by third parties if the subject-matter of the content posted on the platform – irrespective of its authorship – culpably infringes rights held by any third party, in particular exploitation rights or droit moral under copyright law, or culpably breaches other statutory regulations (such as e.g. prohibitions under fair trading law).

 

14. Pidoco’s Guarantee

Pidoco does not assume any guarantee as regards the results which may be achieved by using its service, or regarding the accuracy and reliability of any information obtainable through the service. In all other respects, Pidoco’s guarantee obligations are governed by law.

 

15. Maintenance Slots

Pidoco always offers the latest version of its software. This means that at regular intervals its service has to be interrupted for maintenance work, for which Pidoco plans slots lasting for up to twelve hours. Pidoco endeavours to do maintenance work at times when only few users are logged in, in particular at weekends. Pidoco informs users about work it is intending to do on the software at least 3 days before the planned maintenance slot.

 

16. Pidoco’s Liability

1. Asserting claims for damages on Pidoco, for whatsoever legal cause, is excluded. This does not apply if Pidoco, its statutory representatives or vicarious agents have acted with intent or gross negligence. If any damage sustained by the user is a result of loss of data, Pidoco shall not be held liable insofar as the damage would have been avoided if the user had saved all the relevant data at regular intervals. Pidoco’s liability for damage that is not typical or foreseeable for the type of contract is excluded.

2. The above limitations of liability do not apply to claims for damages resulting from injury to life or limb, impairment to health, the assumption of a guarantee, a breach of cardinal duty, or fraudulent concealment of defects by Pidoco.

3. The provisions laid down in Product Liability Law [Produkthaftungsgesetz] remain unaffected.

4. Insofar as Pidoco’s liability is excluded, this also applies to Pidoco’s associates and to the personal liability of the workers, employees, staff, representatives, partners and vicarious agents of Pidoco and/or its associates.

 

17. Breaches of the Standard Terms of Business

If a user breaches these Standard Terms of Business, Pidoco shall be entitled to issue a warning and/or to either temporarily or permanently block the user’s account in order to enforce compliance. Warnings are issued in writing, and the user is notified in writing about any blocking of his/her account. In addition, extraordinary notice terminating contractual use may be issued (see Item 18.2).

 

18. Term & Termination of Agreement on Use

1. The duration of the contract of use is indefinite. Upon expiration of the charge-free initial period, the user enters his/her payment details (see Section 4.2 of these Standard Terms of Business). Without stating reasons both the user and Pidoco may each terminate the contract, with effect as from the end of any period of use in the billing cycle chosen by the user on entering his/her payment details, by issuing routine notice to the other at least fourteen days before the end of said period of use. Notice of termination must be issued in writing (e.g. by letter or email). Notice of termination by the user must be sent to: Pidoco GmbH, Warschauer Str. 58a, D-10243 Berlin, Germany or service@pidoco.com and must state his/her user name and email address.

2. The right to give extraordinary notice remains unaffected. Pidoco may issue extraordinary notice in the event of a breach of these Standard Terms of Business and in particular of the obligations stipulated in Item 8 and Item 9 hereunder; in the event of a breach of the obligation to correctly state the required data (in particular imposture); and for important cause, in particular if access data is lost or if it is suspected that access data is being used by an unauthorised third party. Pidoco may give notice by deleting the user account concerned and any content in it.

3. If Pidoco blocks a user account or gives notice for important cause, the user concerned is prohibited from re-registering on the platform and opening a new user account until Pidoco has given its express prior consent.

 

19. Data Protection

1. Pidoco uses the data furnished by the user, such as name, address, telephone number, fax number, credit card and bank account details and email address, exclusively for handling the contractual relationship in the context of the service provided by Pidoco. Apart from Items 19.2 and 19.3, data shall not be passed on to third parties by Pidoco unless Pidoco is obliged by law to do so. Pidoco’s data protection policy complies with the Federal Data Protection Act [Bundesdatenschutzgesetz] and the Telemedia Act [Telemediengesetz]. Pidoco shall on no account disclose personal data to third parties for advertising or marketing purposes.

2. If the user invites other users to adapt or view his/her prototypes, then he/she at the same time allows such other users to see the email address, user name and avatar he/she has entered.

3. If the user accepts an invitation to adapt or view a prototype, then he/she at the same time allows other persons adapting the same prototype to see the email address, user name and avatar he/she has entered.

4. If the user closes his/her user account, then Pidoco shall immediately delete all the user’s personal data.

5. If further information is required or if the deletion of the user’s data is requested, assistance can be obtained by contacting the email address service@pidoco.com.

 

20. Amendments to the Standard Terms of Business

Pidoco reserves the right to amend these Standard Terms of Business and to extend its service to include new features. Users are notified in writing or electronically about any amendments or about new Standard Terms of Business. The user is allowed a period of 14 days to decide whether to accept the amendments or the new Standard Terms of Business. During this period, the user may continue unchanged to use Pidoco’s service under these Standard Terms of Business. In the event of the user deciding not to accept the amendments or the new Standard Terms of Business, Pidoco reserves the right to exercise its right to issue routine notice of termination. On its Website, Pidoco shall draw users’ attention to the period allowed, the deadline and the right it has reserved to give notice.

 

21. Final Provisions

1. If the user is a registered merchant within the meaning of the Commercial Code [Handelsgesetzbuch], a public corporation or a government agency managing public assets, Berlin shall be venue for all and any legal disputes arising directly or indirectly from the contractual relationship between Pidoco and the user.

2. The contractual relationship between Pidoco and the user and these Standard Terms of Business shall exclusively be governed by German law, excluding German regulations on conflict of laws.

Date: February 19, 2010