Acceptance of Terms
Changes to Terms
Limited License and Website Access; All Rights Reserved
All information, data, specifications, text, communications, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork, computer code, Applications, and any other content contained in this Website (individually and collectively, "Content"), in addition to any goods or services offered on or in connection with this Website ("Goods or Services") are owned or controlled by, or licensed to HYFRA. The Content is protected by trade dress, copyright, patent, and trademark laws, and various other intellectual property rights (individually and collectively, "IP Rights").
Except as otherwise expressly stated herein, you shall not alter, modify, copy, distribute (for compensation or otherwise), transmit, display, perform, reproduce, reuse, post, publish, license, frame, download, store for subsequent use, create derivative works from, transfer, or sell any Content, in whole or in part, in any manner, without the prior written authorization of HYFRA or any applicable third party supplier, owner or authorized agent. The use of Content by you, or anyone else authorized by you, is prohibited unless specifically permitted by HYFRA.
HYFRA may, but is not obligated to, offer you the ability to use certain applications or software, including without limitation, blogs, chat rooms, instant messaging, bulletin boards, e-mail functions, or firmware, or otherwise use certain features available through various software or applications available on the Website (collectively, "Applications"). Without limiting your obligations and restrictions otherwise described herein, your limited, non-exclusive, non-assignable, non-transferable, non-sublicensable license to use the Applications is further subject to the following conditions:
Unless expressly stated otherwise in the EULA, you are granted only a limited license to download and/or use the Application from a single computer and/or mobile device for your company's non-competitive business purposes. In no event shall you: (i) modify, translate, or create derivative works based on any of the Applications; (ii) disable, tamper or circumvent any of the security mechanisms provided with or embedded in any of the Applications or any module of the foregoing; (iii) send or cause to be sent to any of the HYFRA Entities any viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code or underlying trade secrets ideas or algorithms of any of the Applications (except to the extent that these actions are indispensable for obtaining information necessary to create the interoperability of an independently created computer program with the Application, and such information has not been made accessible by HYFRA within a reasonable time despite having been requested in writing; any information obtained through actions in accordance with this subsection may under no circumstances be used for any purposes other than for the creation of interoperability of the independently created computer program and in particular not for the development, production or marketing of computer programs whose features and functions are similar to that of the Application); (v) lease, distribute, license, sell or otherwise commercially exploit any of the Applications or make the Applications available to a third party, including but not limited to using the Application for timesharing, service bureau or other similar purposes; (vi) conceal or remove any title, Mark, copyright, proprietary or restricted rights notice contained in any of the Applications or any components or modules thereof; (vii) export the Application in violation of any U.S. or foreign law, rule or regulation. All rights in Applications not specifically granted to you in writing by HYFRA are reserved by HYFRA.
Goods or Services
HYFRA may offer various Goods or Services on or through the Website. If you order or purchase any Goods or Services, such order or purchase will be subject to the then-current version of the HYFRA Terms and Conditions of Sale and any other separate agreements between you and HYFRA entered into in relation to such transaction.
Trademarks and Service Marks
This Website contains certain trademarks, service marks, trade names, logos, trade dress and other words, names, symbols or devices, or any combination of the foregoing that are used to identify and distinguish the source of goods and/or services, whether registered or not (collectively, "Marks"). The Marks include the domain name for this Website, all page headers, custom graphics, and button icons. You shall not copy, distribute, reproduce, display, modify, transmit, use and create derivative works of the Marks unless you have executed or entered into a Trademark License Agreement or Marketing Agreement with HYFRA or its Affiliates, in which case your use of the Marks will be subject to the terms and conditions contained in that separate agreement and the HYFRA Graphic Standards Manual, as may be updated from time to time. You agree that all uses of the Marks will inure to the benefit of HYFRA and that you will not contest the validity or strength of, or HYFRA's exclusive right, title, and interest in the Marks, or oppose, cancel, sue upon, or otherwise challenge HYFRA's registrations of any of the Marks.
Ownership of Information Submitted via this Website
Any information you submit or transmit to any of the HYFRA Entities via this Website, whether by direct entry, submission, e-mail or otherwise, including but not limited to data, questions, information, comments, posts, photographs, recordings, videos and/or suggestions, will become the property of HYFRA ("User Material") and you hereby irrevocably and unconditionally assign to HYFRA all intellectual property and other proprietary rights in and to such User Material automatically upon submission to the Website or to any of the HYFRA Entities.
If any User Material cannot be assigned to HYFRA due to applicable laws, you hereby unconditionally and irrevocably grant and assign to each of the HYFRA Entities, without further consideration, an unqualified, unrestricted, unconditional, unlimited, exclusive, worldwide, irrevocable, perpetual, royalty-free, fully paid-up, transferable, sublicensable license in and to the User Materials, including all IP Rights therein, for each of the HYFRA Entities to copy, distribute, reproduce, display, modify, transmit, use and create derivative works of the User Materials, and to make, have made, use, sell, offer for sale, and import any products or services or otherwise exploit the User Materials for any purpose whatsoever, in all cases without accounting, notification, credit or other obligation to you.
Once User Material is submitted, you will have no right to prohibit, restrict, revoke or terminate any of the rights granted to HYFRA. You are not entitled to and you will not receive any compensation or other consideration for User Material or any use thereof, whether in whole or in part. You understand and agree that any use of User Material by any of the HYFRA Entities will not require any prior consent or approval prior to use. You hereby release each of the HYFRA Entities from any and all claims of any rights, encumbrances, liens, claims, demands, actions or suits that you may or can have in connection with User Material, including, without limitation, any and all liability for any use or nonuse of User Material, claims for defamation, libel, slander, invasion of privacy, right of publicity, emotional distress or economic loss.
Rules of Conduct for Users
(i) are unlawful, defamatory, scandalous, vulgar or obscene, indecent, pornographic, sexually explicit or suggestive, racially, culturally, or ethnically offensive, harmful, harassing, abusive or otherwise improper or discriminatory;
(iii) contain viruses or other harmful, disruptive, or malicious computer code that interfere with the normal operation of the Website, including any transmission of junk e-mail, chain letters, duplicative or unsolicited messages, surveys, contents, pyramid schemes, or so-called "spamming" and "phishing";
(iv) cause harm, harass anyone or which may prevent, prohibit, inhibit, restrict or otherwise impair others from using or enjoying the Website;
(v) affect any of the HYFRA Entities adversely or reflect negatively on any of the HYFRA Entities, any of their goodwill, name or reputation, or cause duress, distress or discomfort to any of the HYFRA Entities or anyone else, or discourage any person, firm or enterprise from using all or any portion, feature or function of the Website, or from advertising, linking or becoming a supplier or tenant to any of the HYFRA Entities in connection with the Website; or
(vi) create a false identity or account for any purpose.
Registration and Use of Password
User Accounts, Passwords, and Security
USER NAMES AND PASSWORDS ARE ISSUED ON A PERSONAL BASIS. ACCORDINGLY, ALL CONTENT, PROTECTED INFORMATION, PERSONAL INFORMATION OR INSTRUCTIONS TRANSMITTED BY OR RECEIVED FROM ANYONE PRESENTING YOUR USER NAME AND PASSWORD ON THE WEBSITE WILL BE DEEMED BINDING ON YOU.
You are responsible for providing and maintaining, at your own risk, option and expense, any hardware, software and communication lines required to access and use this Website, and HYFRA reserves the right to change the access configuration of this Website at any time without prior notice, notably in the interest of innovation and efficiency.
Right to Monitor
No HYFRA Editorial Control of Third Party Content; No Statement as to Accuracy
To the extent that any of the Content included in the Website is provided by third party content providers or users, HYFRA has no editorial control or responsibility over such Content. Therefore, any opinions, statements, products, services or other information expressed or made available by third parties or other users on this Website are those of such third parties or other users, respectively. HYFRA expressly distances itself from any statements and opinions displayed in third party content. Such statements and opinions do not necessarily reflect the views of HYFRA. HYFRA does not represent or endorse the accuracy or reliability of any opinion, statement or other information provided by any third party, or represent or warrant that your use of the Content displayed on this Website will not infringe rights of third parties not owned by or affiliated with any of the HYFRA Entities.
Links to Third Party Websites
Representations and Warranties
Content and other information contained on this Website has been prepared by HYFRA as a convenience to users and is not intended to constitute advice or recommendations upon which a user may rely. HYFRA has used reasonable efforts in collecting, preparing and providing quality information and material, but makes no warranty or guarantee about the accuracy, completeness, or adequacy of the Content or other information contained in or linked to this Website or any other Website maintained by HYFRA. Users relying on Content or other information from this Website do so at their own risk.
The information and descriptions contained herein are not intended to be complete descriptions of the terms, exclusions and conditions applicable to the Content or any Goods or Services offered through the Website, but are provided solely for general informational purposes; please refer to the relevant agreement between you and the applicable HYFRA Entity for complete terms and conditions with respect to any Goods or Services. Should you purchase any Goods or Services from any HYFRA Entity or a third party, the terms and conditions applicable to that transaction will govern such entry or purchase, as applicable, and your use of this Website does not affect that purchase in any manner.
THIS WEBSITE IS PROVIDED "AS-IS" WITHOUT ANY WARRANTY. THE HYFRA ENTITIES AND EACH OF THEIR SUPPLIERS DO NOT PROMISE OR WARRANT TO YOU THAT ANY ASPECT OF THE WEBSITE WILL WORK PROPERLY, OPERATE ERROR-FREE, OR WILL BE AVAILABLE CONTINUOUSLY. THE AVAILABILITY, APPEARANCE OR YOUR USE OF ANY URLS OR HYPERLINKS REFERENCED OR INCLUDED ANYWHERE ON THIS WEBSITE OR ANY OTHER FORM OF LINK RE- DIRECTION OF YOUR CONNECTION TO, WITH OR THROUGH THIS WEBSITE, DOES NOT CONSTITUTE AN ENDORSEMENT BY, NOR DOES IT INCUR ANY OBLIGATION, RESPONSIBILITY OR LIABILITY ON THE PART OF THIS WEBSITE OR ANY OF THE HYFRA ENTITIES, ANY OF THEIR AFFILIATES, AND EACH OF THEIR SUCCESSORS AND ASSIGNS. NONE OF THE HYFRA ENTITIES VERIFY, ENDORSE OR HAVE ANY RESPONSIBILITY FOR ANY SUCH THIRD PARTY SITES, THEIR BUSINESS PRACTICES (INCLUDING THEIR PRIVACY POLICIES), OR ANY GOODS OR SERVICES ASSOCIATED WITH OR OBTAINED IN CONNECTION WITH SUCH SITES, WHETHER ANY OF THE WEBSITE'S OR ANY OF THE HYFRA ENTITIES' MARKS OR SPONSORSHIP IDENTIFICATION IS ON THE THIRD PARTY SITE AS PART OF A CO-BRANDING OR PROMOTIONAL ARRANGEMENT, OR OTHERWISE. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THIS WEBSITE IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD AND USE OF ANY SUCH CONTENT. THE CONTENT, GOODS OR SERVICES ON OR THROUGH THE WEBSITE MAY BE OUT OF DATE, AND NEITHER THE HYFRA ENTITIES NOR ANY OF THEIR AFFILIATES MAKE ANY COMMITMENT OR ASSUME ANY DUTY TO UPDATE SUCH CONTENT, GOODS OR SERVICES.
ALL THIRD PARTY PRODUCTS AND SERVICES PURCHASED ON OR THROUGH THIS WEBSITE ARE SUBJECT TO ANY APPLICABLE WARRANTIES OF THEIR RESPECTIVE MANUFACTURERS, DISTRIBUTORS AND SUPPLIERS. EACH OF THE HYFRA ENTITIES HEREBY EXPRESSLY DISCLAIMS ALL LIABILITY FOR PRODUCT OR SERVICE DEFECT OR FAILURE CLAIMS THAT ARE DUE TO NORMAL WEAR, MISUSE, ABUSE, MODIFICATION, IMPROPER SELECTION, NON-COMPLIANCE WITH ANY CODES, OR MISAPPROPRIATION.
Limitation of Liability
HYFRA's liability shall be subject to the following Clause:
In the case of ordinary negligence (einfache Fahrlässigkeit), HYFRA shall be liable only for damages resulting from the violation of essential contractual duties the performance of which is required for the due execution of the contract and the observance of which the contracting partner regularly relies on and may rely on (vertragswesentliche Pflichten); in this case liability shall be limited to the typical foreseeable damage. This limitation of liability shall also apply to damages caused by gross negligence (grobe Fahrlässigkeit) by HYFRA's employees or representatives who are not part of its management or executive staff.
In the cases of the foregoing first paragraph of this Clause, liability shall exclude lost profits and any indirect or consequential damages.
In the cases of the foregoing first paragraph of this Clause, HYFRA's liability is limited to the sum insured under HYFRA's business liability insurance policy; HYFRA will provide the user with proof of the scope of such insurance policy on request.
In the cases of the foregoing first paragraph of this Clause, the limitation period shall be two years after the date on which the claim arose and the user gained knowledge of the circumstances substantiating the claim. Irrespective of the user's knowledge, the limitation period shall be three years after the event that triggered the damage.
The above-mentioned limitations of liability shall not apply (i) in the case of damage to life, body or health, (ii) intent (Vorsatz) and (iii) gross negligence on the part of HYFRA's management or executive staff, (iv) if a defect was fraudulently concealed, (v) if a guarantee for the quality of Content or Service was provided, in which case the guarantee provision or limitation period as set out in the guarantee shall apply or (vi) in the case of liability under the German Product Liability Act (Produkthaftungsgesetz).
The above limitations of liability shall also apply in the case of user's claims for damages against HYFRA's legal representatives, executives, employees or agents.
Governing Law; Venue
No Agency Relationship
Note: The German law rules on general terms and conditions provide for the applicability of statutory law if provisions are invalid (so called precedence of individual agreements). Therefore, we see a risk that the severability clause may not be enforceable under the German law rules on general terms and conditions; the Clause may be retained for tactical reasons though.