§1 PREAMBLE

GROUPION is a division of Groupion Software Inc., 211 4240 MANOR STREET, BURNABY BC V5G 1B2, CANADA.

All services are carried out by GROUPION or its subsidiaries and partners, especially the Groupion GmbH & Co. KG, solely on the basis of these Standard Business Terms. The Standard Business Terms of the client shall not apply. By concluding or initiating a contract with GROUPION or by using the groupion.com website you agree to the following Standard Business Terms (SBT) as a natural or legal entity. These provisions constitute a legally binding contract between you or the organization you represent (hereinafter "The Client") and GROUPION.

GROUPION reserves the right to supplement or change the provisions in the future. By continuing to use services offered, you accept these conditions. In the event of a change of these SBT, we will send the amended terms to the e-mail address given by you. The notification of change is considered received as soon as it has been sent. The current version of this document is also always available on this website: http://www.groupion.com/legal/sbt/.


§2 DEFINITIONS

(1.) "Software Products" include computer software, application modules, media, printed material, as well as documentation. A Software Product furthermore includes all Updates, extensions and add-ons for the originally delivered or subscribed Software Product.

(2.) "Subscriptions" comprehend all hosting services, especially the renting and operation of Software Products, as well as the processing and storage of data.

(3.) An "Upgrade" describes the enrichment of an existing Software Product or Subscription with additional features and characteristics. These are in particular (i.) additional functions and application modules, (ii.) an increased number of user accounts or (iii.) an increased amount of traffic or storage. Similarly, a "Downgrade" describes the depreciation of existing features and characteristics.

(4.) An "Update" comprehends a collection of changes in order to decrease the number or errors or increase the functionality of an existing Software Product or Subscription.

(5.) "Services" enclose any services performed by GROUPION or one of GROUPION’s affiliates.


§2 PROVISION OF SERVICES

(1.) GROUPION undertakes to provide the services set out in this SBT for the Client at the agreed-upon quality and deadlines.

(2.) Free-of-charge services and products provided by GROUPION may be terminated at any time without prior notification. No claims for refund or damages derive from this.

(3.) GROUPION will prepare all offers and perform all services on the basis of a written requirement specification created by the Client. The accuracy of the offer is always dependant on the precision of the written requirement specification by the Client. GROUPION cannot confirm any possible price or time deviations, in particular if type and scope of the respective project change during its term.

(4.) All services provided by GROUPION require the Client's acceptance within four weeks from the date of delivery. If the Client does not accept the service within the four-week period, the delivered software will be deemed accepted from the end date of this period. If the Client uses individual programs in live operations, the service is deemed accepted in any case. Errors, if any, i.e. deviations from the performance specification agreed in writing, shall be sufficiently documented by the Client and reported to GROUPION in order to ensure the quickest possible rectification of the error. In the case of major errors, which have been reported in writing, i.e. errors due to which commencement or continuation of live operation is not possible, a new acceptance shall take place after repair of the errors. The Client may not refuse acceptance of software due to minor errors.

(5.) When ordering products and services, in particular Software Products and Subscriptions, the Client confirms their awareness of the ordered programs' scope of performance by virtue of their order.

(6.) Should it become apparent, during the realization of the order, that the realization according to the performance specification is actually or legally impossible, GROUPION will notify the Client immediately. Should the Client fail to change the performance specification accordingly or fail to establish preconditions for the realization of the order, GROUPION may decline the realization. Should the impossibility of realization be the result of neglect or subsequent changes to the performance specification by the Client, GROUPION has the right to withdraw from the Agreement. The Client must compensate GROUPION for any costs and expenses incurred for this operation up to that date, as well as any dismantling costs.

(7.) The shipment of program carriers, documentation and performance specifications shall be at the expense and risk of the Client. Additional training and elucidation requested by the Client will be billed separately. Insurance will be taken out only at the written request of the Client.


§3 PRICES AND BILLING

(1.) GROUPION is entitled to immediately charge for services provided. This also applies to partial deliveries or the realization in stages of orders that include several units or services.

(2.) Unless otherwise agreed in writing, GROUPION are remunerated for the expenditure of work for the services provided at the following rates:
(i.) 80.00 Euros plus statutory VAT per hour for technical support services;
(ii.) 100.00 Euros plus statutory VAT per hour for programming services;
(iii.) 120.00 Euros plus statutory VAT per hour for consulting services;

(3.) The services described above are defined as follows:
(i.) "Technical support services" include service and maintenance of existing GROUPION Products, but exclude their modification or expansion;
(ii.) "Programming services" include the technical implementation of new functions and the modification of a technical configuration, but exclude the planning or conception of these functions;
(iii.) "Consulting services" include all services related to project planning, the analysis of business processes and the conception of new functions.

(4.) The costs for travel, per diem and overnight accommodation costs shall be invoiced separately to the Client according to the valid respective rates. Transit time is to be considered as work time.

(5.) Payment on the agreed-upon dates is an essential condition for delivery and for fulfilment of the Agreement by GROUPION. Failure on the part of the Client to comply with the agreed payment schedule entitles GROUPION to discontinue current work and to withdraw from the Agreement. All costs connected therewith as well as loss of profit are to be borne by the Client. In case of delayed payment, interest on payment in arrears will be charged at customary bank rates.

(6.) If a minimum term is agreed upon then the respective contract will automatically be renewed at the end of its duration for another term equal to the original contract period, unless it has been properly cancelled beforehand. The general cancellation period is three months in advance of maturity.


§4 ADJUSTMENT OF PRICES AND SERVICES

(1.) GROUPION reserves the right to amend or discontinue existing services without prior notice at any time. This does not apply if there is an expressly, written agreement between GROUPION and the Client that says otherwise.

(2.) Prices for all services may be changed after a notice period of 30 calendar days. Notification via e-mail or fax is deemed sufficient.

(3.) GROUPION is not liable for damages that might result from price changes or the amendment or discontinuation of services.


§5 WARRANTY

(1.) GROUPION guarantees that the Software Product is capable of performing the functions which are stated in the manual, provided that the Software Product is being used with the required hard- and/or software components. Minor deviations from the description of the manual justify no warranty claim.

(2.) GROUPION does not provide any warranty for Products which are labelled or declared (a.) "pre-production", (b.) "demo", (c.) "prototype", (d.) "sample", (e.) "alpha", (f.) "beta" or (g.) "free".

(3.) Update, Upgrades and Downgrades may in some cases alter the character and functionality of the original product. Such changes give no reason for any warranty claims.

(4.) If the service provided does not comply to the requirements stated in the Client’s written requirement specification, GROUPION’s only liability in context of this Agreement is the provision of (a.) an exchange for the damaged product, (b.) a remedy or (c.) a refund of the frees paid. It is in the sole discretion of GROUPION to decide which provision should be performed.

(5.) This warranty shall not apply if the Client extends or modifies services provided by GROUPION, in particular Software Products or Subscriptions.

(6.) Should extensions or modifications of services already provided or Software Products already delivered be subject of this agreement, the warranty shall also cover the extensions or modifications. The warranty for the original service does not thereby again come into effect.

(7.) In any case, the warranty is limited to a period of no more than 12 months – for businesses pursuant to § 14 BGB (German Civil Code) – and 24 months – for consumers pursuant to § 14 BGB (German Civil Code) – starting from the date of delivery of the defective item.


§6 LIMITATION OF LIABILITY

GROUPION is only liable for damages insofar as intent or gross negligence can be proven, within the framework of statutory regulations. Liability is excluded in case of slight negligence.


§7 TRANSFER

(1.) The licensee may not transfer rights granted by GROUPION to any other natural or legal entity.

(2.) In any case, a transfer must be approved by GROUPION beforehand.


§8 COPYRIGHT

GROUPION and their suppliers reserve the right of ownership and copyright for all products and their components, including, but not limited to, images, photos, animations, video, audio, music, texts and applets and any other included contents or services.


§9 NOTE ON COMPONENTS BY OTHER MANUFACTURERS

Services provided by GROUPION might be based on technology and components made by third-party developers. GROUPION cannot assume liability for the fault tolerance or availability of those technologies and components or for malfunctions and failures.


§10 FINAL PROVISIONS

(1.) GROUPION reserves any rights not expressly granted herein.

(2.) For Agreements with traders, the place of performance and court of jurisdiction for both parties is the District Court of Munich II, Germany. The Laws of the Federal Republic of Germany shall apply to all legal relationships between GROUPION and the Client.

(3.) In case of doubt, this Agreement remains binding with respect to its remaining parts, even if individual provisions are legally ineffective or unenforceable. Invalid or unenforceable provisions are to be replaced by provisions that correspond as far as possible to the commercial purpose of the Agreement.

(4.) The Client notifies GROUPION without delay of any change of the Client's name or designation under which they are administrated in the provider's business documents, as well as any change of address.

(5.) Any assignment of rights or transfer of obligations arising from this Agreement requires GROUPION's written consent.

(6.) This Agreement is subject to the German law, in particular the UrhG (Copyright Act), BGB (Civil Code) and HGB (Commercial Code). The provisions of the Vienna UN Convention on Contracts for the International Sale of Goods shall not apply.

(7.) Alterations and additions to the Agreement between GROUPION and the Client must be made in writing in order to be effective. This also applies to the written form requirement. Oral additional agreements are deemed invalid.



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