ASP Agreement on OpenSpace-Online® Conference

Subject matter of this Agreement is the organization of an "OpenSpace-Online® Conference" (hereinafter referred to as "Conference") supported by the Conference System by the Organizer using OpenSpace-Online GmbH's technical infrastructure. For this purpose, OpenSpace-Online shall rent out to the Organizer the Server Software as well as the technical infrastructure. Unless otherwise expressly agreed by the Parties in this Agreement, the statutory provisions governing rent outs and leases shall apply to this Agreement.

OpenSpace-Online GmbH enables the organization of such an Online Conference only in accordance with the conditions as set forth hereinafter. OpenSpace-Online GmbH objects to the Organizer's general business terms and conditions as far as such terms and conditions are not commensurate with the provisions of this Agreement.

OpenSpace-Online GmbH offers to the Organizer the possibility, to organize a Conference over the internet using the Conference System. The Conference System's features are attached to this Agreement as Exhibit A. Exhibit A is an essential part of this Agreement. Not included in the services is the organization, the preparation and the carrying out of the Conference and post-conference activities.

The Server Software necessary for carrying out the Conference shall be made available on one of OpenSpace-Online GmbH's servers. As OpenSpace-Online's server shall also be deemed a third party server that OpenSpace-Online GmbH rented in order to perform this Agreement. OpenSpace-Online GmbH grants to the Organizer access to the Server Software over the internet and authorizes the Organizer to the online usage of the Software for carrying out the Conference.

OpenSpace-Online GmbH assigns to the Organizer a login-id and a login-password (hereinafter referred to as "Configuration Access Data") enabling him to set-up his Conference on OpenSpace-Online GmbH's website, so that the Organizer is able to prepare the Conference and the accompanying by a supervisor and the invitation of participants. Moreover, OpenSpace-Online GmbH makes available for download for the Organizer and the Participants the Conference Software. In addition to that, OpenSpace Online GmbH grants the Organizer access to a secure part of OpenSpace-Online GmbH's website for downloading the supervisor tool designed to enforce the Organizer's domestic authority.

Not subject of this Agreement are the technical prerequisites (e.g. appropriate hardware, modem or ISDN card, telecommunications line, internet access provider and the like) enabling access to the internet for the Organizer or the participants. As far as this is concerned, the Organizer shall be responsible for himself and the participants.

The Organizer shall be solely responsible for the organizing, the preparing and the carrying out of the Conference and post-conference activities and the content of its Conference.

Organizer agrees to refrain from distributing harmful, insulting, threatening, obscene, racial, or hate speech. He is obliged to obey copyrights, trade marks and other third parties' rights and licenses.

The Organizer is owner of the domestic authority. Only the Organizer has technical access to the supervisor tool enabling him to remove single participants or to stop the whole Conference. He has to make sure, that the participants as well obey the duties and obligations set forth in Section 3.2 and shall upon obtaining knowledge of such violations to deploy and enforce its domestic authority, and take the necessary steps to stop such violations.

The Organizer indemnifies OpenSpace-Online GmbH from all third party claims arising out of a violation of the duties and obligations as set forth in Sections 3.2 and 3.3 that are brought against OpenSpace-Online GmbH. This indemnification includes also the expenses for legal counsel and court fees.

The Organizer is solely responsible for the protection of its Configuration Access Data and the supervisor password, that he chooses. Those access data are to be kept strictly confidential and may not be passed on to third parties without OpenSpace-Online GmbH's consent. The Organizer may only disclose the participants' passwords to the participants.

The Organizer acknowledges, that third parties obtaining knowledge of the Configuration Access Data have the possibility, to change the Configuration Access Data itself, the configuration of the planned Conference as well as all relating user-IDs and the supervisor password and to influence the carrying out of the Conference and its sequence. In the event, the Organizer obtains knowledge or suspects, that third parties use his Configuration Access Data, the Organizer shall immediately change his access data or, in the event, this is not possible any more, shall promptly notify OpenSpace-Online GmbH.

OpenSpace-Online GmbH shall not be liable for damages resulting from the abuse or loss of the Configuration Access Data, unless OpenSpace-Online GmbH acted with willful intent.

If in connection with the carrying out of a Conference it turns out that Conference Software contains an error or a fault, the Organizer has to notify OpenSpace-Online GmbH of this without any delay.

The Organizer shall be solely responsible for the compliance with all statutory data protection provisions. He has knowledge that OpenSpace-Online GmbH has no access to any conference data.

For the security of the data stored on OpenSpace-Online GmbH's servers, a state-of-the-art standard shall apply. The Organizer acknowledges, that an absolute protection of data cannot be guaranteed.

OpenSpace-Online GmbH charges the Organizer as consideration for its services a service fee as set forth in the compensation scheme applicable at the time of the conlusion of this agreement. The fee shall be computed according to the scope of services (number of Participants, period, Conference variant) as booked online and promptly confirmed by e-mail to the Organizer. The confirmation email additionally contains all individual booking information and shall be essential part of this Agreement.

The Organizer may, at its option, to charge the Participants with fees. He shall solely responsible for the creation and handling of the contractual relations to the Participants and also perform the collection of such fees.

As far as possible, access to OpenSpace-Online GmbH's server should not be disrupted during the course of a Conference. However, Organizer has knowledge that, also in the framework of a duly organized business, servers can be down. Therefore, OpenSpace-Online GmbH cannot guarantee an error-free carrying-out of the Conference. If a non-minor availability disruption takes place during the course of a Conference, the Organizer has to notify OpenSpace-Online GmbH within three days of such error. In this event, he has a right against OpenSpace-Online GmbH for performance of an additional Conference. Further claims due to availability disruptions or the server's malfunctions shall be excluded, unless two attempts for re-performance have been unsuccessful.

The Parties are aware of the fact, that it is impossible, to develop software products completely free of any errors. OpenSpace-Online GmbH therefore only warrants that the Conference System complies with the features as stated in Annex A. Beyond this, the Organizer's warranty claims are governed by the statutory provisions governing rent outs and leases, unless otherwise provided in this Agreement.

In the event of errors, OpenSpace-Online GmbH shall be entitled to rectification of defects. If rectification attempts are not successful within a reasonable period of time, the Organizer is entitled to ask for a reduction of the fees. For errors the Organizer did have knowledge of at the time of the conclusion of this Agreement or that Organizer did not identify due to gross negligence, the statutory provisions governing the law of rent outs and leases shall apply.

All claims for damages and reimbursement for errors in the Conference System and in the technical infrastructure, that already existed at the time of the conclusion of this Agreement, shall be excluded; such liability shall be solely governed by Section 9.

Beyond this, OpenSpace-Online GmbH shall only be liable in case of intentional or gross negligent conduct, and only for slight negligence in case of a violation of obligations, that are of essential importance for the performance of this Agreement, or in case of personal injury. Product liability law remains unaffected.

Prior to installation of the Conference Software and the supervisor tool and prior to carrying out the Conference the Organizer shall back-up all possibly affected data. In the event of loss or damage of data or storage devices, liability shall not include the expenses incurred for the restoration of data. Liability for loss of data shall be limited to the typical damages suffered in the event of regularly frequent and risk oriented performance of back-ups.

The Organizer is entitled to carry out the Conference at any time he chooses within a period of six (6) months upon conclusion of this Agreement, unless compelling technical reasons prevent a carrying out. The obligation of advance performance as set forth in Section 7.2 remains unaffected. If OpenSpace-Online GmbH should obtain knowledge in the course of the set-up by the Operation that compelling technical reasons are an obstacle to the carrying out at the time chosen, it will promptly notify the Organizer. The Organizer shall then be entitled to choose another time for his Conference within the six months period.

A Conference may last from around two hours to around eight hours. This term shall be determined by the Organizer and shall be the period of the lease.

The parties hereby submit to the jurisdiction of, and waive any venue objections against, the Landgericht Berlin, Germany, in any litigation arising out of this Agreement.

This Agreement contains all covenants and stipulations between the parties, unless it is expressly referred to supplementary material; subsidiary or collateral agreements do not exist.

All changes, supplements or termination notices concerning this Agreement must be made in writing in order to be valid. This also applies to the rescission of this contractual requirement of writing.

In the event, provisions of this Agreement should be held or become invalid, this shall not affect the remaining part of this Agreement. The invalid provision shall be replaced by the valid provision, that serves most closely the purpose of the invalid provision; this also applies in case of a loophole.

	Preamble
	The completely self-contained Real-Time Internet Conferencing Methodology OpenSpace-Online® is based on the basic assumption that the best solutions can be found in one's "own system". OpenSpace-Online® was developed to encourage respectful, open and results-oriented collaboration that enables autonomous, fast and on-going work about important questions or issues, priorities and action steps across distances. This virtually-led do-it-yourself Internet method is setting new innovation standards for global collaboration of small and large groups and change in business, community, education, research, health-care and governmental settings by overcoming the limitations of time and space. Moreover the purpose of this method is to enable completely new participative collaboration processes to link multifaceted ways of face-to-face and on-line activities in a highly complementary manner. The conference system makes it possible to organize real time conferences for remotely located parties by a server-client-system. In order to take place in such a conference, the participants need to use the conference software ("OpenSpace-Online Conference Software" hereinafter referred to as the "Conference Software") and the conference Organizer a server software ("OpenSpace-Online Server Software", hereinafter referred to as the "Server Software"), which is hosted on one of OpenSpace-Online GmbH's servers. Part of the Server Software is an administrator tool and a supervisor tool. All components of the system shall be hereinafter referred to as the "Conference System". This Agreement governs the operating of an online-conference over the internet by the Organizer making use of the Software as well as the OpenSpace Online GmbH's technical infrastructure. OpenSpace-Online GmbH acts as an Application Service Provider (ASP).

1.	Subject Matter
1.1	Subject matter of this Agreement is the organization of an "OpenSpace-Online® Conference" (hereinafter referred to as "Conference") supported by the Conference System by the Organizer using OpenSpace-Online GmbH's technical infrastructure. For this purpose, OpenSpace-Online shall rent out to the Organizer the Server Software as well as the technical infrastructure. Unless otherwise expressly agreed by the Parties in this Agreement, the statutory provisions governing rent outs and leases shall apply to this Agreement.
1.2	OpenSpace-Online GmbH enables the organization of such an Online Conference only in accordance with the conditions as set forth hereinafter. OpenSpace-Online GmbH objects to the Organizer's general business terms and conditions as far as such terms and conditions are not commensurate with the provisions of this Agreement.

2.	OpenSpace-Online GmbH's Services
2.1	OpenSpace-Online GmbH offers to the Organizer the possibility, to organize a Conference over the internet using the Conference System. The Conference System's features are attached to this Agreement as Exhibit A. Exhibit A is an essential part of this Agreement. Not included in the services is the organization, the preparation and the carrying out of the Conference and post-conference activities.
2.2	The Server Software necessary for carrying out the Conference shall be made available on one of OpenSpace-Online GmbH's servers. As OpenSpace-Online's server shall also be deemed a third party server that OpenSpace-Online GmbH rented in order to perform this Agreement. OpenSpace-Online GmbH grants to the Organizer access to the Server Software over the internet and authorizes the Organizer to the online usage of the Software for carrying out the Conference.
2.3	The Organizer may access on OpenSpace-Online GmbH's website the manual, that fully explains the Conference System's features.
2.4	OpenSpace-Online GmbH assigns to the Organizer a login-id and a login-password (hereinafter referred to as "Configuration Access Data") enabling him to set-up his Conference on OpenSpace-Online GmbH's website, so that the Organizer is able to prepare the Conference and the accompanying by a supervisor and the invitation of participants. Moreover, OpenSpace-Online GmbH makes available for download for the Organizer and the Participants the Conference Software. In addition to that, OpenSpace Online GmbH grants the Organizer access to a secure part of OpenSpace-Online GmbH's website for downloading the supervisor tool designed to enforce the Organizer's domestic authority.
2.5	Not subject of this Agreement are the technical prerequisites (e.g. appropriate hardware, modem or ISDN card, telecommunications line, internet access provider and the like) enabling access to the internet for the Organizer or the participants. As far as this is concerned, the Organizer shall be responsible for himself and the participants.

3.	Organizer's Content Responsibility
3.1	The Organizer shall be solely responsible for the organizing, the preparing and the carrying out of the Conference and post-conference activities and the content of its Conference.
3.2	Organizer agrees to refrain from distributing harmful, insulting, threatening, obscene, racial, or hate speech. He is obliged to obey copyrights, trade marks and other third parties' rights and licenses.
3.3	The Organizer is owner of the domestic authority. Only the Organizer has technical access to the supervisor tool enabling him to remove single participants or to stop the whole Conference. He has to make sure, that the participants as well obey the duties and obligations set forth in Section 3.2 and shall upon obtaining knowledge of such violations to deploy and enforce its domestic authority, and take the necessary steps to stop such violations.
3.4	The Organizer indemnifies OpenSpace-Online GmbH from all third party claims arising out of a violation of the duties and obligations as set forth in Sections 3.2 and 3.3 that are brought against OpenSpace-Online GmbH. This indemnification includes also the expenses for legal counsel and court fees.

4.	Configuration Access Data
4.1	The Organizer is solely responsible for the protection of its Configuration Access Data and the supervisor password, that he chooses. Those access data are to be kept strictly confidential and may not be passed on to third parties without OpenSpace-Online GmbH's consent. The Organizer may only disclose the participants' passwords to the participants.
4.2	The Organizer acknowledges, that third parties obtaining knowledge of the Configuration Access Data have the possibility, to change the Configuration Access Data itself, the configuration of the planned Conference as well as all relating user-IDs and the supervisor password and to influence the carrying out of the Conference and its sequence. In the event, the Organizer obtains knowledge or suspects, that third parties use his Configuration Access Data, the Organizer shall immediately change his access data or, in the event, this is not possible any more, shall promptly notify OpenSpace-Online GmbH.
4.3	OpenSpace-Online GmbH shall not be liable for damages resulting from the abuse or loss of the Configuration Access Data, unless OpenSpace-Online GmbH acted with willful intent.

5.	Notification of Errors
	If in connection with the carrying out of a Conference it turns out that Conference Software contains an error or a fault, the Organizer has to notify OpenSpace-Online GmbH of this without any delay.

6.	Data Protection and Data Security
6.1	The Organizer shall be solely responsible for the compliance with all statutory data protection provisions. He has knowledge that OpenSpace-Online GmbH has no access to any conference data.
6.2	For the security of the data stored on OpenSpace-Online GmbH's servers, a state-of-the-art standard shall apply. The Organizer acknowledges, that an absolute protection of data cannot be guaranteed.
6.3	OpenSpace-Online GmbH obeys the statutory data protection provisions. Further explanations can be found in the Privacy Policy.

7.	Fees
7.1	OpenSpace-Online GmbH charges the Organizer as consideration for its services a service fee as set forth in the compensation scheme applicable at the time of the conlusion of this agreement. The fee shall be computed according to the scope of services (number of Participants, period, Conference variant) as booked online and promptly confirmed by e-mail to the Organizer. The confirmation email additionally contains all individual booking information and shall be essential part of this Agreement.
7.2	The Organizer is only allowed to use OpenSpace-Online GmbH's services upon full payment of the compensation as set forth in Section 7.1.
7.3	The Organizer may, at its option, to charge the Participants with fees. He shall solely responsible for the creation and handling of the contractual relations to the Participants and also perform the collection of such fees.

8.	Availability
	As far as possible, access to OpenSpace-Online GmbH's server should not be disrupted during the course of a Conference. However, Organizer has knowledge that, also in the framework of a duly organized business, servers can be down. Therefore, OpenSpace-Online GmbH cannot guarantee an error-free carrying-out of the Conference. If a non-minor availability disruption takes place during the course of a Conference, the Organizer has to notify OpenSpace-Online GmbH within three days of such error. In this event, he has a right against OpenSpace-Online GmbH for performance of an additional Conference. Further claims due to availability disruptions or the server's malfunctions shall be excluded, unless two attempts for re-performance have been unsuccessful.

9.	Warranty
9.1	The Parties are aware of the fact, that it is impossible, to develop software products completely free of any errors. OpenSpace-Online GmbH therefore only warrants that the Conference System complies with the features as stated in Annex A. Beyond this, the Organizer's warranty claims are governed by the statutory provisions governing rent outs and leases, unless otherwise provided in this Agreement.
9.2	In the event of errors, OpenSpace-Online GmbH shall be entitled to rectification of defects. If rectification attempts are not successful within a reasonable period of time, the Organizer is entitled to ask for a reduction of the fees. For errors the Organizer did have knowledge of at the time of the conclusion of this Agreement or that Organizer did not identify due to gross negligence, the statutory provisions governing the law of rent outs and leases shall apply.

10.	Liability
10.1	All claims for damages and reimbursement for errors in the Conference System and in the technical infrastructure, that already existed at the time of the conclusion of this Agreement, shall be excluded; such liability shall be solely governed by Section 9.
10.2	Beyond this, OpenSpace-Online GmbH shall only be liable in case of intentional or gross negligent conduct, and only for slight negligence in case of a violation of obligations, that are of essential importance for the performance of this Agreement, or in case of personal injury. Product liability law remains unaffected.
10.3	OpenSpace-Online GmbH shall not be liable for untypical or unforeseeable damages.
10.4	Prior to installation of the Conference Software and the supervisor tool and prior to carrying out the Conference the Organizer shall back-up all possibly affected data. In the event of loss or damage of data or storage devices, liability shall not include the expenses incurred for the restoration of data. Liability for loss of data shall be limited to the typical damages suffered in the event of regularly frequent and risk oriented performance of back-ups.

11.	Term of the Agreement and Period of Services
11.1	The Organizer is entitled to carry out the Conference at any time he chooses within a period of six (6) months upon conclusion of this Agreement, unless compelling technical reasons prevent a carrying out. The obligation of advance performance as set forth in Section 7.2 remains unaffected. If OpenSpace-Online GmbH should obtain knowledge in the course of the set-up by the Operation that compelling technical reasons are an obstacle to the carrying out at the time chosen, it will promptly notify the Organizer. The Organizer shall then be entitled to choose another time for his Conference within the six months period.
11.2	A Conference may last from around two hours to around eight hours. This term shall be determined by the Organizer and shall be the period of the lease.

12.	Choice of Law
	The parties agree that with respect to all claims arising out of this agreement German Law under specific exclusion of the German International Private Law shall be applicable.

13.	Place of Jurisdiction
	The parties hereby submit to the jurisdiction of, and waive any venue objections against, the Landgericht Berlin, Germany, in any litigation arising out of this Agreement.

14.	Miscellaneous
14.1	This Agreement contains all covenants and stipulations between the parties, unless it is expressly referred to supplementary material; subsidiary or collateral agreements do not exist.
14.2	All changes, supplements or termination notices concerning this Agreement must be made in writing in order to be valid. This also applies to the rescission of this contractual requirement of writing.
14.3	In the event, provisions of this Agreement should be held or become invalid, this shall not affect the remaining part of this Agreement. The invalid provision shall be replaced by the valid provision, that serves most closely the purpose of the invalid provision; this also applies in case of a loophole.
14.4	Neither party may transfer its rights and privileges to any third party without written consent of the other party.

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