NOTICE OF RIGHT TO CANCEL

The following applies to customers who are consumers in the sense of  § 13 of the German Civil Code (BGB):

Right to Cancel

Consumers are entitled to withdraw their binding offer within two weeks without giving reasons in writing (e.g. letter, fax, e-mail). The term starts with receipt of this information at the earliest. A timely submission of the withdrawal will protect your cancellation rights. Please submit your cancellation to:

ProDyne GmbH
Formerstr. 53
D-40878 Ratingen

Phone: +49 (0) 2102 / 13533 - 0
Fax: +49 (0) 2102 / 13533 ? 25
E-Mail: info@prodyne.de

Cancellation Consequences

In the event of effective withdrawal any mutually received benefits are to be refunded and possible benefits derived (e.g. interest) to be returned. If you are unable to release the rendered service either in full or in part or only in deteriorated condition, you may be liable to pay compensation in this respect. This does not apply if such deterioration of the merchandise delivered can be attributed solely to its examination - as would have been possible at a retail location. Further, you may avoid the obligation for compensation by not using the merchandise as an owner and by refraining from any actions which could affect its value.  Items transportable by parcel post are to be returned. Merchandise not suitable for parcel shipment will be picked up from your location. Return shipping expenses are to be paid by the buyer when the goods delivered are as stated and the price of the goods returned does not exceed 40 Euros, or for higher priced items, the buyer did not render services or contractually stipulated partial payment. For all other cases, return shipment is free of charge. You must fulfil your obligations for the reimbursement of payments within 30 days after submitting your cancellation notice.

Special Notices

Your right of withdrawal is voided prematurely if your contract partner has already started performing the service with your expressed consent prior to the end of the revocation term, or you have prompted such yourself (e.g. through download, etc.).

END OF NOTICE OF RIGHT TO CANCEL

GENERAL TERMS AND CONDITIONS (GTCs) of ProDyne GmbH

§ 1 General

1.  These General Terms and Conditions apply to contract conclusions and legal relationships between ProDyne GmbH and third parties unless another agreement is entered into by the contract partners in writing; the respective current version is available at http://www.prodyne.de/. A customer's or third party's conflicting or deviating conditions are only valid if expressly agreed to by ProDyne has in writing. These Terms and Conditions also apply if ProDyne performs the respective service due without reservation despite being aware of the customer's or third party's conflicting or deviating conditions . Such proceeding shall not be regarded as ProDyne's implicit consent to the third party's validity of such conflicting or deviating conditions.

2. These Terms and Conditions also apply to all future business transactions with the customer or third parties.

§ 2 Quotation, Cancellation

1. Quotations from ProDyne are subject to change. Contracts with customers only become effective with the written or electronic order confirmation and with the content reflected by ProDyne GmbH therein or with the execution of contract by ProDyne GmbH.

2. ProDyne GmbH may accept the customer's orders within one week after the order was submitted.

3. ProDyne GmbH reserves the right to change or deviate from the promised delivery or performance even after conclusion of the contract, provided such modification or deviation is customary in trade or negligible and does not affect guaranteed properties.

4. In the event ProDyne is unable to render agreed services in a timely manner by reasons which are beyond the parties' control (e.g. act of god, strike or other bars to performance unforeseeable by ProDyne and which are beyond ProDyne's control and cannot be overcome by means of economically reasonable expenditure), and if such is also not possible within adequate respite, both parties are entitled to cancel the contract without observance of term. In these events, the customer is entitled to claim the rendered partial performances until the time of effectiveness of the cancellation, ProDyne reserves the right to claim their proportionate claim for remuneration. All declarations in this context must be made in writing.

5. Product and performance descriptions (particularly information contained within the ProDyne GmbH website  as well as any other websites operated by ProDyne) do not constitute guarantees in the legal sense. Only guarantees submitted in writing and expressly identified as such are effective.

6. With the microMeet service operated by ProDyne GmbH, ProDyne is providing the customer a software service within current technological and operative potentials, which will facilitate virtual cooperation between two or more computers connected through the internet via a server operated by ProDyne.

7. Any misuse will entitle ProDyne GmbH to extraordinary cancellation of contract.

8. If an agreed upon delivery or performance is not available, ProDyne can be released from an obligation to fulfil the contract by immediately informing the customer of the non-availability and committing to refund a counter-performance rendered by the customer.

§ 3 Payment

1. In regards to compensation the respective price agreed upon with the customer is authoritative. Under non-existence of such agreement, a payment as per the ProDyne GmbH price list valid at the time of conclusion of contract is agreed. Prices are quoted plus legal VAT.

2. The pricing does not include installation or training and costs arising to the customer from an internet connection to be provided by him or from the receipt of declarations, deliveries or performances transmitted to him electronically. The maintenance of software rendered by ProDyne GmbH and the compensation for this service are subject to an additional agreement.

3. Amounts billed by ProDyne GmbH are due for payment without deduction within 14 days after rendering the delivery or the performance unless otherwise agreed in writing.

4. If the customer objects to the amount billed, he must notify ProDyne GmbH in writing within 7 days upon receipt of invoice. The failure of such timely objection is considered an approval. The customer's legal claims with well-founded objections upon expiration of the deadline remain unaffected.

5. Services received via the online portal microMeet are subject to immediate payment. You hereby agree for ProDyne to charge your credit card or a different method of payment specified by you and offered by ProDyne, including all fees, for the services requested by you.

6. In particular, the customer is obligated to

a) pay the agreed compensation in a timely manner. The customer is liable for all fees incurred by ProDyne for every insufficiently funded cheque or debit and every credit card transaction declined to the extent of his responsibility in such incurrence of expenses.

b) immediately notify ProDyne GmbH in writing of changes in name, address, banking information, credit card information or the billable party.

7. In the event of default of payment for commercial transactions, at a minimum ProDyne GmbH is entitled to default interest in the amount of 8 percentage points above the current prime lending rate. ProDyne GmbH's right to further damages or higher interest on another legal basis remains unaffected.

8. The customer may only offset undisputed or legally established claims against ProDyne GmbH. He may only base his right of retention on claims against ProDyne GmbH he is entitled to as per the respective contract.

§ 4 Delivery

1. ProDyne GmbH relinquishes software at its own discretion either through delivery of a data carrier containing the software owed, or by supplying the software for download and notifying the customer of such, or through electronic transmission per e-mail.

2. In the event of data carrier delivery, the risk of accidental loss or accidental deterioration is transferred to the customer from the time the data carrier leaves the warehouse for the purpose of shipment to the customer.

3. In the absence of other written agreements, specifications made by ProDyne GmbH in regards to time of delivery or performance are non-binding.

4. In the event ProDyne GmbH is prevented without fault from rendering the delivery or performance due by reason of labour disputes, official intervention, failure of supply by suppliers, illness of staff, force majeure or other unforeseen events, the terms of delivery and performance are prolonged by the duration of the interference and an adequate period for resupplying the services upon end of interference. Section 1 applies correspondingly if ProDyne GmbH is awaiting information or required cooperation by the customer.

§ 5 Usage Rights

1. Any rights in software surrendered or supplied to the customer are solely reserved to ProDyne GmbH in relation to the customer.

2. ProDyne GmbH permits the customer the non-exclusive right to use the software for his own purposes to the extent specified in the licence agreement or user agreement separately entered into for leasing purposes.

3. The usage rights as per paragraph 2 commences only upon full payment of the compensation owed for supplying the program. Regardless of effected payment, ProDyne GmbH commits not to make claims for injunctive relief against contractual use for a period of four weeks from the time the program is supplied.

§ 6 Provision of Servers

1. In cases where the contractual use of the software provided requires access to servers with software stored thereon, ProDyne GmbH will provide servers according to more detailed provision of specifications in the licence agreement to be entered into separately.

2. ProDyne GmbH has the right to disable access to its servers for the duration of the customer being in arrears with compensation for the software; however, prior to disabling access ProDyne GmbH must notify the customer of such intent in writing and the customer fail to pay within one week of such notification being sent. ProDyne GmbH shall not disable services for a period of four weeks upon supply of the program. All other right ProDyne GmbH may be entitled to by reason of the customer's payment default remain unaffected hereof.

3. In any case, including upon disconnection from the server, the customer remains obligated to pay the amounts outstanding. For leasing contracts, this particularly applies to usage fees through the end of the lease term.

§ 7 Cancellation of Leasing Contracts

The customer may normally only cancel the contract at the end of the leasing term. The cancellation must be submitted to ProDyne GmbH in writing no less than 1 month prior to end of lease term. In the even a timely cancellation is not made, the contractual relationship is extended by the respective leasing term agreed upon in the leasing contract.

§ 8 Customer Cooperation and Liability

1. The customer shall provide the working environment required for the contractual use of the software rendered. In particular, he is to provide hardware as specified by ProDyne GmbH with a suitable operating system and an internet connection at his own expense.

2. For the event of software failure or servers being inaccessible, the customer must take adequate precautions (e.g. data backup).

3. Before utilizing the software the customer will always make sure the working environment required according to the ProDyne GmbH specifications and the product and service description is also met by his contact.

4. When using the software the customer will refrain from violating legal provisions or the rights of third parties and releases ProDyne GmbH from any third party claims directed toward ProDyne GmbH based on illegal use of the software. In the event of the customer's violation against the obligations specified in section 1, ProDyne GmbH is entitled to disable the connection to their servers. Further rights of ProDyne GmbH remain unaffected hereof.

5. The customer is not authorized to relinquish the software to third parties for use without the approval of ProDyne GmbH. The contractual relationship established with the purchase or lease of a software licence does not entitle the customer to act as reseller. Such activity is subject to a separate contract with ProDyne GmbH.

6. The customer may only transfer rights and obligations arising from this contractual relationship to third parties with the approval of ProDyne GmbH.

§ 9 Examination and Notice of Non-Conformity

Software purchased by the client through commercial transactions is to be promptly inspected by the customer as per the provisions set forth in § 377 of the German Commercial Code (HGB) and any visible material defects reported promptly and in writing to ProDyne GmbH upon delivery, and invisible defects immediately upon their discovery. The customer is to describe the defect in detail within reason.

§ 10 Material Defects, Defects of Title

1. ProDyne GmbH warrants the software to be free of material defects and for the customer to be able to use the software as per the contract and not being hindered from doing so by third party rights. Material defects which only minimally limit the contractual use of the software are not a foundation for liability.

2. ProDyne GmbH will provide warranty by supplementary performance at their own discretion either through remedy of defect or resupplying material free of defect.

3. ProDyne GmbH may also eliminate defects by providing  the customer with possibilities for avoiding ramifications of a defect without unfavourable impairment of the functionality owed. In the course of supplementary performance the customer must also accept the new program or data base if doing so will result in reasonable customization or conversion efforts.

4. In the event of failure to provide supplementary performance, the customer is entitled at his discretion to request a reduction in payment or to withdraw from the contract. The customer may only claim compensation for damages as per legal provisions and under well-founded liability pursuant to § 11. Other claims by reason of defect are excluded.

5. If the customer has modified the software rendered, ProDyne GmbH shall only assume liability for defects if the defect occurred independent of the modifications.

6. In commercial transactions the customer may make claims by reason of such material defects if such defects were previously reported in due form and timely (cf. § 9).

§ 11 Liability

1. ProDyne GmbH is only liable for damages incurred by customers on a contractual and non-contractual basis to the following extent:

a) To the full extent under premeditation or absence of a guaranteed condition or durability;

b) in the amount of foreseeable and typical damage in cases of gross negligence;

c) In all other cases only under violation of an obligation essential for achieving the purpose of the contract (cardinal obligation), but limited to the replacement of such foreseeable and typical damage.

2. ProDyne GmbH's liability for personal injuries and pursuant to the Product Liability Act remains unaffected.

3. The customer releases ProDyne GmbH from any claims by third parties based arising from the customer's non-contractual use of software.

§ 12 Statute of Limitations for Customer Claims

1. The customer's claims pursuant to § 10 and § 11 para. 1 are limited to one year subject to the following provisions.

2. The statute of limitations for claims due to material or legal defects begins with the delivery of software, for all other claims for damage or replacement of futile expenditures with the time at which the customer becomes aware of the circumstances or acquired such knowledge without gross negligence.

3. Claims for refund of the purchase price or leasing fee due to termination or reduction are subject to para. 1 and para. 2 respectively, provided the statute of limitations is no less than three months from the submission of such notification or termination or request for reduction.

4. In all cases, the statute of limitations begins with termination of the maximum terms specified in § 199 of the German Civil Code (BGB).

5. Claims based on intent or gross negligence by ProDyne GmbH, the violation of a guarantee specified by ProDyne GmbH or malice, as well as in the event of claims for injury to life, body or health or based on the Product Liability Act, the legal statute of limitations applies.

§ 13 Data Protection

1. ProDyne GmbH and the customer commit to comply with all legal data protection regulations. In particular, the parties are to obligate all persons entrusted with processing personal data to data privacy pursuant to § 5 clause 2 of the Federal Data Protection Act (BDSG) in writing. In the case of collection, processing or use of personal data, they must further implement all technological and organizational actions required for the compliance with data protection requirements.

2. In the event ProDyne GmbH process or uses personal data during the execution of a contract entered into with the client, said must be performed upon the customer's request in terms of § 11 of the Federal Data Protection Act (BDSG). Accordingly, ProDyne GmbH shall only process or use personal data for the execution of the contract and only within the scope of the customer's instructions. In the event ProDyne GmbH is of the opinion the customer's instructions violate privacy protection regulations, it will notify the customer of such.

§ 14 Third Parties

ProDyne GmbH is entitled to use third parties (vicarious agents) in the execution of its contractual obligations toward the customer. ProDyne GmbH is liable for violations of obligations by vicarious agents as per § 278 of the German Civil Code (BGB) subject to the limitations and exclusions governed by § 11.

§ 15 Final Provisions

The jurisdiction for any and all disputes related to a contract concluded between ProDyne GmbH and a customer is Ratingen if the customer is a merchant, public corporation or a special fund under public law, or has no general national place of jurisdiction. The law of the Federal Republic of Germany under exclusion of the UN sales law applies exclusively.

October 2007

Licence Provisions of ProDyne GmbH - End User Licence Agreement (EULA)

By downloading and/or using ProDyne services and ProDyne software products (incl. installation and copying) you as a natural or legal person approve this agreement. If you are not agreeable to this EULA, you are not authorized to use the software.

§ 1 Validity of the Contract Provisions

1. This End User Licence Agreement (EULA) is concluded between you - hereinafter also referred to as customer - and ProDyne GmbH. The EULA is applicable regardless whether the customer purchased or leased the software directly from ProDyne or a third party authorised by ProDyne. The lease or purchase or software and precedent contractual obligations are subject solely to the terms of this license agreement, unless otherwise stipulated. We expressly refer to the regulations in the General Terms and Conditions (GTCs) of ProDyne GmbH which are incorporated into this contract and are an integral part of this contract. The customer confirms his acknowledgement of the ProDyne GmbH GTCs. The regulations of the general terms & conditions are expanded and/or supplemented by the objective licence terms of ProDyne GmbH regarding the use of software and further software-specific regulations and associated rights and obligations. In the event of a deviation or contraction of the ProDyne GmbH GTCs to this agreement, the license terms take precedence.

2. ProDyne GmbH, herein after also referred to as ProDyne, leases and sells software products under the name microMeet to licensee (customer) solely on the basis of the following license terms. A customer not agreeable to the license terms is not entitled to make use of the ProDyne software and ProDyne services. In such case, the customer is not entitled to download and/or execute the software and is obligated to decline acceptance of the EULAs and/or remove the software from his computer.

§ 2 Object of the Contract, Scope of Use

1. The object of this contract is the granting of usage rights as per § 3 subject to the respective licence type purchased or leased and its scope of functions (compare sec. 2 of this § 2). The customer does not acquire ownership in the microMeet software itself through the purchase or lease of and the download of microMeet software. Such always remains intellectual property of ProDyne. As buyer or lessee of microMeet software the customer merely acquires the right to handle the copyrighted creation, thus use the microMeet software. Such usage right is granted by ProDyne in form of a licence available for either purchase or lease.

2. The microMeet product family facilitates establishing a connection through the internet between the customer's computer and the computer of one or more other persons (session) in a manner allowing the customer of virtual collaboration with one or more other persons using a server provided and controlled by ProDyne. The customer is provided a software component for this purpose, which is used at his location (consultant, moderator or coaching component) as well as a software component used at the location of the communication partner/s (participant component). In the following, both components will jointly be referred to as microMeet software, whereby they can be different software products within the microMeet product family, all of which are subject to this EULA. The usage rights for the microMeet software granted to the customer by force of this contract also include the right of the individual communication partners to use the participant component without a requirement for acquiring usage rights for the participant component.

3. In regards to the performance of connection services between the customer and third parties, ProDyne expressly only grants guarantee in the form of a server availability of 99 % being provided by ProDyne or by a third party on behalf of ProDyne GmbH. Excluded from this are periods of web server downtime due to technical or other problems not within the control of ProDyne (e.g. force majeure, fault of third parties, internet access disruptions by network provider). ProDyne does not assume any liability for any requirements for use beyond the software being available at all times and permanently. However, it will make efforts to ensure a connection within reason and the customary software service life.

4. The volume of the usage right firstly results from the functional product description upon which the license is based, and the indicated technical specifications for the respective licence type and/or system purchased.

5. Prior to conclusion of the contract the customer has verified the microMeet software specifications to be suitable to his demands and needs. He is familiar with the essential functional features and conditions of the microMeet software. The customer acknowledges the minimum system requirements for the operation of the respective microMeet software must be met. microMeet supports the Microsoft Windows operation systems 98, ME, NT, 2000, XP, Vista and 2003 Server. In order to use microMeet, the customer must have an existing internet connection.

6. Type, extent and quality of the microMeet software arise from the product description for the microMeet software provided by ProDyne, or else the written offer by ProDyne. Other specifications or requirements will only become a part of the contract if the contracting parties agree to such in writing or they have been confirmed by ProDyne in writing. Subsequent changes to the scope of services are subject to a written agreement or written confirmation by ProDyne.

7. Product descriptions and demonstrations in debuggers are service descriptions, not warranties. A warranty requires a written statement by the ProDyne management.

8. The customer is not entitled to relinquishment of the source program. ProDyne renders all deliveries and services as per current technology. ProDyne reserves all rights not expressly mentioned in these EULAs. If the microMeet software is marked as "Nicht zum Weiterverkauf bestimmt" or "Not for resale" in any way, the microMeet software shall neither be sold nor transferred.

9. ProDyne stores the customer information required for processing the transaction in compliance with legal data protection provisions. The customer hereby agrees to such use.

§ 3 Customer's rights in the software

1. The microMeet software, microMeet services, any and all programs, the symbols used, the ProDyne logo, the microMeet logo, written documents and documentations are protected by law. Copyright, patent rights, trademark rights and all other ancillary copyright and industrial property rights in microMeet software and the microMeet services as well as in other items specified above rendered or made available to the customer by ProDyne in the scope of preparation of negotiations and execution of contract in relation to the contract parties are the sole ownership of ProDyne. Any entitlements to third parties are subject to ProDyne's respective patent rights.

2. The customer acquires the microMeet software to permanently use for his own purpose (simple usage rights). A customer leasing the microMeet software is entitled to its use for the duration of the lease contract. The customer is entitled to use the software on any number of computers within his company. However, the simultaneous use is limited to the number of simultaneous sessions (Concurrent Licenses) acquired by the customer. ProDyne grants the customer the authority for the microMeet software required for such purposes of use including the right to copy the microMeet software to RAM and hard drives. The customer is permitted to make backup copies of the programs required for secure operation. Backup copies must be marked as such. Copyright information may not be deleted, modified or suppressed.

3. ProDyne expressly authorizes the customer to use part of the microMeet software be supplied to a third party free of charge, provided said component of the software is intended for use by a third party (participant component). This part of the microMeet software may optionally be made accessible to the other person/s via download, e-mail or another electronic form. ProDyne only assume liability for damages arising from loading the microMeet software pursuant to § 6 cipher 3 of this EULA.

4. The customer is not authorized to circulate the microMeet software, especially on the basis of a sale, without the written consent of ProDyne GmbH. ProDyne will authorize a transfer of software (in whole or in part) to third parties under the following conditions:

- The customer will supply the third party with the original data medium (if available), this EULA and the ProDyne GmbH GTCs, delete all other copies, particularly on data carriers, on hard drives or RAM, cease and desist from using the software and confirm fulfilment of such obligations to ProDyne in writing.

- The third party affirms to ProDyne receipt of previously mentioned components and that he acknowledges GTCs and the EULA recognizes them as binding in his legal relationship with ProDyne.

- There are no significant conflicting reasons.

5. The customer is only permitted to decompile the interface information of the software within the limits of § 69 e of the Copyright Law (UrhG) and only upon notifying ProDyne GmbH in writing of his intention hereof and has requested the relinquishment of required information with a minimum term of two weeks. All knowledge and information gained by the customer in line with decompiling are subject to § 8. Prior to every involvement of third parties he shall provide ProDyne with a written statement by the third party, committing to compliance with the rules stipulated in §§ 3 and 8.

6. Any other utilisation, particularly rental, commercial sale (unless expressly and separately agreed upon in writing), leasing and distribution in p