Quaxter - The power of social creativity

Preliminary remark

QUAXTER is an internet platform with the aim of offering the possibility to find individual designs by posting design contests on this platform. On the QUAXTER platform design solutions are offered and licensing rights are vested. The platform is administrated by QUAXTER GmbH, headquartered in Aschaffenburg (HRB 731657 / District court Aschaffenburg). Details regarding the use of QUAXTER as well as the contractual relationships between customers who post contests, designers and QUAXTER GmbH are regulated by subsequent Terms and Conditions.

1. Abbreviations and Definitions

Operator:
QUAXTER GmbH, Erthalstr. 17, 63739 Aschaffenburg

QUAXTER:
The QUAXTER Internet platform regardless of the accessed domain;;

Project:
The procedure carried out on QUAXTER in order to get an individual design. A contest begins with the publication and ends with the transfer of the agreed design files;

Visitor:
Any person who accesses QUAXTER or parts of it, even without prior registration or login;

Member:
Visitors who have been registered on QUAXTER by creating a user account;

Contest holder:
Member who posted a contest on QUAXTER;

Designer:
Member who may submit design proposals to a contest on QUAXTER;

Voter:
Member who only comes to voting „Vote“) or has read rights;

Username:
Pseudonym used by members for their participation on QUAXTER;

User ID:
Combination of user name and user password.

2. Scope of Conditions

a) These Terms and conditions apply for the use of QUAXTER as well as its underlying contractual relations between operator and QUAXTER members. With the registration the visitor agrees to these terms and conditions and confirms that he/she has completely read and understood them.

b) These terms and conditions only apply to the direct contractual relations between the respective member and the operator. Legal effects, claims etc among members itself in the sense of a third party beneficiary or protecting contract do not come under the scope of these terms and conditions. This also applies if the terms include any regulations which describe the relationship among members.

c) For certain applications (functions, services or areas) additional terms and conditions can be arranged with the member (from here on referred to as “Additional Terms”). In such an event, the member will be notified of these additional terms by the operator in advance. By using the application the member agrees to these additional conditions.

3. Cancellation/revocation terms for consumers

a) he members who do not use QUAXTER commercially, but are consumers in the legal sense of §13 German Civil Code, can revoke in writing, their contractual relationship and their approval with these Terms and Conditions within one week without providing any reasons. The time limit begins after receipt of this instruction in text form. For revoking the approval to the terms and conditions the sending of the revocation in writing within the aforementioned time limit is enough. The revocation should be sent to: QUAXTER GmbH, Erthalstr. 17, 63739 Aschaffenburg or to team@quaxter.com.

b) In the case of an effective revocation as mentioned above, both parties agree to return any goods and services that might have been received under the contract/agreement.

c) The right of withdrawal expires prematurely, if the member explicitly agrees to post a contest on QUAXTER or submits a design proposal for a contest, before the end of the withdrawal period.

4. Scope of services

a) The operator provides its mediation services between contest holders and designers within the scope and on the basis of the present terms and conditions, lists of any fees / price lists, and other supplementary regulations. The mediation service consists of the provision and hosting of the QUAXTER Internet platform making it possible to post design contest as well as for directing the registered members to the appropriate contests.

b) As a service for clients and designers, the operator provides through QUAXTER the establishment of a direct contractual relationship between client and designer. The operator is responsible solely for establishing the contractual relationship between the designer and the client but has no legal obligations towards fulfillment of this relationship or any claims/disputes arising out of this relationship. The service from the operator exists merely in the establishment of a business relation between customers and designers which can lead to a payable transfer of the rights the offered design from the designer to the contest holder.

c) No claims will be entertained towards the operator to arbitrate any kind of disputes among members, except those that require the operator to comply with its legal or contractual obligations. Any decisions made by the operator regarding a dispute (e.g. copyright violations, complaints) will be final and binding for designers and contest holders.

d) The operator provides QUAXTER only to the extent of the currently available form and function. Claims towards maintenance or provision of other functions will not be entertained. The operator is entitled in particular, to deactivate existing functionality, either temporarily or permanently, as well as introduce new features and functions to the fulfillment of certain conditions, as far as this serves the commercial purpose or the advancement of QUAXTER.

e) The operator is entitled to transfer their rights and obligations arising from the contractual relationship with a notice period of four weeks in whole or in part, to third parties. The member may prevent/contradict this transfer of abovementioned rights to a third party solely by the deletion of his account.

5. Registering as a user

a) In order to post a contest or to participate in a contest it is necessary to register as a member of QUAXTER. However the right to registration is reserved by QUAXTER.

b) The registration is only possible for individuals above 18 years of age, and who are eligible to conduct business by law. The registration of a legal person may only be performed by a duly authorized natural person.

c) For registration, all the required data fields have to be filled out completely and have to be authentic. After registration, these data have to be kept up to date, in particular address and other contact information. Despite of this regulation, the operator takes no responsibility for the authenticity or accuracy of the data published by members.

d) Members must select a user name and password when registering. This may not violate the law/moral grounds and the rights of third parties. Username and password must be kept discrete and protected against misuse by third parties. Members are fully liable for the use of their user accounts.

e) Creating multiple user accounts by an individual is not allowed. A user account is not transferable to third parties.

6. Cancellation of membership

a) The contractual relationship between members and the operator can be terminated by both parties without any period of notice

b) If the member has transferred the operating rights of content, these rights remain with the operator even after the deletion of a user account.

7. Creating a contest

a) Contest holders provide time limited contests on the QUAXTER platform and award a prize in money for the winning design entry.

b) It is the duty of the client to describe the requirements of his/her tender and any further relevant conditions (e.g. desired file formats) completely and as precise as possible when posting a contest on QUAXTER.

c) For publishing a contest on QUAXTER, the advance payment of the total amount to the operator is required. This total amount is made up of prize money, transaction fees and any fees for additional services (see paragraph 11).

d) The posted contest and requirements must not violate the law, morality or the rights of third parties.

8. Responsibilities of the contest holder during a contest

a) Until the contest is completed, the contest holder has the responsibility to regularly check for new messages in his/her email account given in QUAXTER.

b) If the Customer receives design proposals during a contest not through the contest routine of the QUAXTER platform (eg. per email), it is the duty of the contest holder to inform the Designer to submit the design proposal on the QUAXTER platform. If the designer does not this fulfill this request, the client has to inform the operator without delay about this incident.

c) Any usage of received design proposals before the end of the contest is not allowed.

d) If the number of design proposals guaranteed by QUAXTER is exceeded, the client has to select a winning design within a period of 7 days after the expiration of the contest duration which was defined by the contest holder itself.

e) After the receipt of the winning design files and the corresponding invoice from the contest winner, the Client has to check everything for completeness and correctness within a period of 5 days and to notify about any deficiencies immediately. Letters of complaints are to be send solely through the private messaging system of QUAXTER and have to be stored in the message outbox until a final clarification takes place.

9. Responsibilities of the designer during the participation in a contest

a) Until the contest is completed, the designer has the responsibility to regularly check for new messages in her/his email account given in QUAXTER.

b) By uploading a design proposal for a contest on QUAXTER, the designer agrees on the specific conditions made by the operator and the contest holder for the respective contest.

c) The designer has the legal obligation to submit design proposals solely by using the contest routine of the QUAXTER platform.

d) Submitted design proposals must not violate the law, morality or the rights of third parties.

e) After winning a competition, the designer has the duty to provide the winning design in all formats which had been defined in the QUAXTER-Briefing. If the designer does not fulfill this duty and also the final deadline set by the operator elapses, the contest holder has the right to rescind the contract or is allowed to select another design proposal of the contest as the winning design.

f) The designer is obliged to issue an invoice for prize money payouts ot the client due to legal requirements . The operator assumes no liability.

10. Voter

a) Within his decision-making, the contest holder may orientate on the given votes. Visitors have the opportunity to vote for a particular design on public projects. The vote is not revisable. The vote is authenticated via Facebook-Connect.

b) For confidential projects, the client may provide read rights for the voter. The voter must sign up for this purpose as such.

11. Periods

a) If the contest holder elapses the period of time specified in 8d), then the responsibility for selecting a winning design is up to the operator. All information provided by the contest holder at this time instant will be considered when selecting the winner.

b) If the contest holder lets elapse the period of time specified in 8e), the design files will automatically considered to be accepted and the operator transfers the prize money to the designer.

c) If the contest holder provides a justifiable letter of complaint to the designer, the designer will receive a further period of 48 hours in order to transmit his final files. After expiration of the 3rd additional period for improvement, the contest holder has the right to rescind the contract or is allowed to select another design proposal of the contest as the winning design. See clause 12.

12. Prices, premiums, fees and commissions

a) For placing a constest on QUAXTER, the operator charges the contest holder a transaction fee on the awarded prize money according to the current table of charges.

b) For the establishment of a direct contractual relationship between contest holder and designer, the operator charges the designer a commission fee on the awarded prize money according to the current table of charges. This commission fee is automatically retained when transferring the price money to the winning designer.

c) Prices, premiums, fees and commissions which appear in the context of a contest are always to be considered as gross prices, i.e. including any sales taxes that might apply in the respective case.

13. Reimbursement of the prize money in special cases

Under certain conditions it is possible that no contractual relationship between contest holder and designer is established. This requires at least one of the following conditions:

a) The competition does not receive the minimum number of design proposals that has been guaranteed by QUAXTER

b) The winning designer has not fulfilled her/his obligations mentioned in clause 9e

c) Deficiencies in the final files transferred by designer when the periods from 10c have been elapsed and were confirmed by the operator.

In these cases, the contest holder has the choice to either select another design of the respective contest as the winning design or to get prize money reimbursed. The transaction fee which has been charged, as well as costs for additional requested QUAXTER-services are not recoverable.

14. Deletion of content

General: Violations against any law, contractual rights of third parties, or against these terms and conditions in the context of a design contest lead to immediate termination of the contest and its content. The operator reserves claims against the party violating a contract. Contests may also be deleted before the end of the contest by the operator, if during the contest a violation of the law (including the rights of third parties), a violation of these terms and conditions or a violation of morality takes place. Submitted design proposals in a contest underlay the same measures, accordingly. Any comments which might endanger the purpose of this platform, in particular obviously inaccurate, not objective or offensive comments lead to immediate deletion of those as well as to cancellation of the respective user account.

15. Granting licences

a) For all the submitted design proposals the designer grants the operator a temporary, exclusive and unlimited right of use for documentation, publication and dissemination of QUAXTER until revocation. In this context, the designers waives the mention of his name or user name as a copyright notice.

b) After completion of a contest the contest holder grants the operator a simple, with respect to time and location, unlimited right to use the winner's design in order to use it for documentation, publication and dissemination of QUAXTER.

c) The transfer of rights for the winning design will be regulated in a separate contract between client and designer and is not part of the Terms and Conditions. As far as a contest holder determines further prize money distributions for runner-up ranks (max rank 2 - 10) within a project, the contest holder acquires limited presentation rights for these design proposals according to the following regulation: The designer grants the contest holder a four-week spatially and content unlimited right for public presentation, effective from the date of winner determination, however, further use is excluded, and the contest holder accepts the design data as they appear in the platform.

16. Use of briefing material

The designer agrees that any material (data, graphics, templates), which he had received from the contest holder as part of the briefing is to be used only for the purpose of the briefing. Further use or disclosure to third parties is strictly prohibited.

17. Google Analytics

This website uses Google Analytics, a web analytics service provided by Google Inc. ("Google"). Google Analytics uses "cookies", text files that are stored on your computer and allows the analysis of your use of the website. The information generated by the cookie about your use of this website (including your IP address) is sent to a Google server in the U.S. and stored there. Google will use this information to evaluate your use of the website, compiling reports on website activity for website operators and providing other website activity and internet related services. Also, Google will transmit this information to third parties unless required by law or if third parties process the information on Google's behalf. Google will not associate your IP address and other data of Google Inc.. You can prevent installation of cookies by changing the settings on your browser; however, we point out that in this case you can not completely use all features of this website. By using this site, you agree to the processing of data about you by Google in the manner described and for the aforementioned purpose. QUAXTER also uses Google Conversion for statistical analysis of Google ads. Here, a cookie is stored on the user's computer. If the user launches a project on QUAXTER, he lands on our conversion page and the user's browser sends the cookie to a Google server for statistical analysis. Personal user data is not transmitted.

18. Responsibility for the content and provision of the platform

a) The content of posted contests on QUAXTER, as well as design suggestions, comments and user accounts are created exclusively by the respective members and thus, is considered as third-party content. The authors are solely responsible for these contents.

b) The consequences of violations of rights of third parties or other legal rules when participating in a contest by submitting design proposals are the sole responsibility of the designer. It also includes any cost that might occur for the contest holder or operator due to claims by third parties caused by violation of legal rules by the designer.

19. Disclaimer

a) The operator is liable only for intentional or grossly negligent damages and for claims that are included under the Act of liability for defective products. The liability is limited to typically foreseeable and immediate damage. In the case of a contest, the maximum claim for damage is limited to the prize money offered by the contest holder and in all other cases it is limited to 1000 Euro. Any other form of liability and the liability for indirect or consequential damages and lost profits is excluded and will not be reimbursed by the operator.

b) The aforementioned liability exclusions and restrictions do not apply in the case of explicitly, additionally offered guarantees by the operator and in case of damages resulting from the threats to life, body or health, as well as in the case of mandatory legal regulations.

c) The operator provides the QUAXTER platform with the features and functions that are currently available. There is no claim for providing or maintaining certain functions. Furthermore there is no guarantee for the availability of the platform. The entire platform or parts of it (e.g. certain functions) may be occasionally unavailable due to maintenance or other reasons. A liability as a consequence of reduced availability of all natures/reasons does not exist. In case a limited availability has an impact on the conduction of contest such as problems in posting/publishing or uploading a design proposal, no claims will arise against the operator.

20. Infringements / Sanctions / Exemptions

a) In case of violation of these terms/rules, the operator reserves the right to block or delete contests, comments or other contents, without prior notice or justification. Also, the operator reserves the rights to either temporarily or permanently exclude a member from the use of the platform or to take other measures that the operator considers necessary in order to prevent misuse and maintain the integrity and reputation of the platform.

b) A violation occurs in particular if, the user deliberately makes false statements when contests are set, the prize money for a contest is considered inadequate compared to the scope/challenges of the task, agreements are made between members over a currently active contest of the QUAXTER platform, outside the platform without prior consent of the operator, the contest is disturbed by posting feigned/irrelevant design proposals, insulting, derogatory or unobjective entries are made using the rating/comment function, any actions are performed, which might harm or defame other members or the operator.

c) Blocked or deleted users are not allowed to re-register on the platform.

d) The visitor does not hold the operator responsible for all claims, costs, and damages, which are caused by a breach of terms and conditions by a visitor or member, especially for third party claims like infringement of their property rights, personal rights and costs of legal defense and processing (e.g. internal processing costs, attorney and court fees).

21. Privacy Policy

a) For the proper conduction of contests, especially with respect to notifications concerning these Terms, it is necessary to store and process the personal data of the members. The operator ensures the confidentiality of such data in accordance with the legal regulations. When using QUAXTER, the member agrees on the storage and processing of her/his data.

b) The processing in particular applies to the name, address, birth date, email address and IP address of the member. In order to conduct a contest or to submit design proposals on QUAXTER it is required to create a user account. The data stored on the user's account can be viewed and changed at any time by the member.

c) The member profile is differentiated as public and private. The public profile is visible for each visitor of QUAXTER. The private data of the member profile on the other hand will only be used in case of a successive establishment of a contractual relationship between both parties by sending it to the other party.

22. Communications

a) All the statements related to the contractual agreement should be submitted in written or in text form (email). For contact details of the operator see the imprint. To make a statement, the operator will use the contact details posted by a member in her/his profile. In case the operator gives notice to the members by email or fax, the time it is sent will be considered as the time of receiving and by post, the time of receiving will be considered to be 48 hours after the despatch-time unless the user can successfully prove a later receiving time.

b) If communications between the operator and a member or between members occur via email (in text form), the user acknowledges the unrestricted validity of the transmitted statements in accordance with the following regulations: The e-mail must contain the name and email address of the sender, the date of dispatch (date and time) and a representation of the name of the sender as the conclusion of the message.

c) The operator would like to point out that the confidentiality of unencrypted data transmitted on the Internet is not guaranteed.

d) In case an email is received that fulfills the conditions stated above, the operator considers the sender to be the person to whom the email address belongs to unless proved successfully otherwise.

e) The liability of the e-mail and thus the text form applies to all statements of ordinary contract management.

23. Final Conditions

a) Verbal additional agreements are not valid. Changes and additions to this agreement must be in written form. This also applies to the cancellation of the writing requirement.

b) Any contractual relationship between the operator and the visitors of QUAXTER is governed exclusively by the substantive law of the Federal Republic of Germany. The United Nations Convention on the International Sale of Goods, if applicable is excluded.

c) All parties agree that the place of performance shall be 63739 Aschaffenburg, Germany. .

d) If the user is a merchant according to the Commercial Code, a legal entity under public law or a public sector fund or has in the Federal Republic has no general jurisdiction, all parties agree that the Place of jurisdiction shall be 63739 Aschaffenburg, Germany.

e) The terms and conditions will be a part of the contractual relationship in the version which was available at the time of registering. The operator is entitled to change the terms and conditions at any time without giving any reason, taking into account the interests of its members. The members agree to the changed amendments by explicitly accepting the terms and conditions when using any particular functionality which requires an acceptance of the new terms and conditions, in particular when posting a contest or when submitting a design proposal. Members may refuse changes in the terms and conditions by not accepting them or by the deletion of their account. In this case, the membership ends by deletion of the account.

f) For the calculation, the conduct and the compliance of data, time periods or deadlines Central European Time (CET) and during summer Central European Summer Time (BST) is chosen.

g) Should any condition of these Terms and Conditions be or become invalid, the remaining conditions remain valid. The parties of the contract will replace any invalid condition by such a replacement, which comes closest to the intention of the invalid condition with respect to its content and the economical sense. The same applies for loopholes accordingly.