Terms of Use PROMP.org

  1. Scope

Welcome to Promp.org, a service provided by Promp UG (haftungsbeschränkt), Kamperweg 20, 40670 Meerbusch (“COMPANY”, “we” “our”, or “us”).

These Terms of Use govern your (“you”, “user”) use of promp.org and m.promp.org (together, the “Website”), our mobile and desktop apps (if any) (our "Apps") and all related players, widgets, tools, applications, data, software, APIs (which may also be subject to separate API Terms of Use), other services provided by us (the “Services”).

These Terms of Use, together with any other terms specifically referred to in this document, constitute a legally binding agreement (the “Agreement”) between you and COMPANY in relation to your use of the Website, Apps and Services (together, the “Platform”).

A list of FAQs and an explanation of how our Platform works and how you can best use it is included in our User Guide [http://www.promp.org/images/documents/user-guide.pdf].

  1. Object

Our Services offer users which are or have been affiliated to accredited universities or other institutions the opportunity to create profiles, offer projects, search for and engage with project partners, give feedback as well as other services which we may offer from time to time.

We operate the Platform predominantly as a technical host provider for the projects offered by users. Agreements between users will solely be concluded and executed between the users, and we will not become a party to such agreements between the users.

  1. Joining the Platform; Registration

(1) In order to use our Service, you are required to register and open a user account by completing the registration process available on our website (“Account”).

(2) Membership is open to any natural person personally (i.e. in private capacity and not as part of duties or in mandate for a company or a third party) with at least 18 years of age, and are or have been a student or other qualifying person from an accredited institution as set out in the registration process or our User Guide. If you are a person under 18 years of age, you need to ask your parent or guardian to review and approve these Terms of Use on your behalf.

(3) By registering an account, you confirm that you have read and understood the Terms of Use and related documents referenced therein, will abide by them, and that you are either 18 years of age or more, or have your parent(s)’ or legal guardian(s)’ permission to use the Platform, and are a qualifying person as set above.

(4) As part of the registration process, you will be asked to provide certain information such as your name and email address and you represent and warrant that all data are provided in full and correctly. You must ensure that the email address that you provide is, and remains, valid.

Your registration with our Platform is subject to our confirmation and will become valid when we either confirmation your registration, or activate your account. Before you submit your complete registration, you will have the opportunity to correct the data submitted via the online interface of the App, or to cancel the registration. Upon completion of the registration, we will send you an email confirming receipt of your application (confirmation email) with a verification link to verify the email address provided on registration (double opt-in). For the activation of the user account, this link must be confirmed by the user. Receipt of this email does not constitute acceptance of the user's offer by us.

We reserve the right to verify your registration with the accredited institution and for that purpose disclose your name and other registration information to that institution, and you hereby consent to this disclosure for that purpose. You may freely revoke your consent at any time. You acknowledge that if we cannot verify your registration, we may reject your registration.

We also reserve the right to reject a registration in our sole discretion, subject to a good faith review of your registration.

Due to the international background of the community using our Portal, your agreement with us is concluded in the English language. Upon registration, you will have the opportunity to retrieve the terms of our agreement with you including these Terms of Use, and save them in a form that allows for their reproduction. We do not save the terms of our agreement with you.

(5) You can always access your account and profile and update the information you have provided except name, user name and email address. If any data submitted by you during registration changes or otherwise ceases to be correct, you are obliged to correct the information stored in the Account or profile.

(6) You may only register a single account. Your Account is personal to you and may not be transferred to a third party.

  1. The Platform

The Platform offers three main functions to its members: Guidance, Matching and Feedback.

(1) Guidance: We aim to provide guidance on the innovation process in general and how to best structure your project in order to reach the best results.

(2) Matching: The Platform offers the opportunity for you to find cooperation partners to realise an innovation project (hereafter a “Project”). You start with creating your own profile. The stronger and more informative your profile, the better are the chances that you find the right partner for your project – and are found by other members. The Platform’s “Projects” section allows you to start your own innovation project and join someone else’s innovation project. On the “Partners” page, you will find all available partners.

(3) Feedback: Members can, and are encouraged to give feedback to each Project they have joined and each Project partner they have worked with in the Project. The feedback form allows you to comment on partnership behaviour, handling of ideas, and qualifications. Once the feedback is completed, it will feed into your and your partner’s overall feedback score and appear on each partner’s profile, where it can be accessed and viewed by any other member.

For more detailed information, please refer to our User Guide.

  1. Matching

(1) Inviting a partner to a Project constitutes a binding offer to join the project as project partner. The partner has to actively accept the invitation to the Project in order to join a Project. Please note that before accepting a Project, you should first discuss with the partner that invited you about availability, expectations, conditions etc.

In the Project description, you need to give a name and general statement about the Project. Please refer to the User Guide for further details.

(2) Once the partner has accepted the invitation, he will be admitted as partner to the Project in accordance with what has been agreed between the parties of the Project. We are not a party to such contract and the Project, and are not involved in the realisation of the Project.

  1. Feedback

(1) Please fill in the feedback form as to the best of your knowledge. Be fair, understandable and differentiated. Note that feedback will generally not be reviewed by us.

(2) Users shall make truthful statements within their feedback, comply with the applicable laws and give objective evaluations. Do not use the feedback function in an inappropriate or illegal way. It is particularly prohibited to

  • give incorrect feedback;
  • give feedback more than once for the same project;
  • include feedback which is offensive, represents abusive criticism, or constitutes an infringement of human dignity;
  • evaluate yourself, or induce such feedback by third parties, or otherwise manipulate feedback;
  • evaluate circumstances not relating to the Project;
  • use evaluations for another purpose than the legal use of the Platform.

(3) We generally do not interfere with the feedback given. In general, feedback can only be removed if the author of the feedback agrees, or if the feedback violates these Terms of Use or legal provisions, or if following a mediation request we decide to remove or change such feedback in accordance with the Mediation Procedure [see User Guide]. If an improper use of the feedback function is found, we may remove the feedback in whole or in part.

(4) Feedback is substantial for the integrity of the Platform and a useful tool for members. We therefore reserve the right to maintain feedback on our Platform, even after you have decided to terminate your membership, unless the feedback in our reasonable discretion constitutes an improper use, or has been reported and substantiated as infringing in accordance with Sec. 11 below.

  1. Costs

The use of the Platform is currently offered free of charge. We reserve the right to introduce paid services. Payments only apply where we have explicitly set out such payments and you have explicitly agreed to them.

  1. Your Use of the Platform; Member Obligations

(1) When you register to use the Platform, in addition to the information under Section 2, you will also be asked to choose a password for your Account. You shall ensure that your Account is solely used by yourself. You are solely responsible for maintaining the confidentiality and security of your password and Account, and you will remain responsible for all use of your password, and all activity emanating from your Account, whether or not such activity was authorized by you. If you believe that your password is lost or stolen, or that your Account has been accessed by unauthorized third parties, you should inform us immediately and change your password.

(2) Subject to your strict compliance with these Terms of Use and all applicable laws, we grant you a limited, personal right to use the Platform. This includes the right to submit to the Platform (e.g. in your own Profile or in the Feedback section) in accordance with these Terms of Use (your “Content”).

(3) You are required to comply with any applicable legal requirements relating to your Profile, in particular, to maintain an imprint (“Impressum”) and a privacy policy as required, to comply with the requirement of separation of editorial content and advertisement (“Trennungsgebot”) and clearly identify promotional content (if any) as advertising.

(4) Solely you are responsible for any and all Content stored, published or otherwise made available through the Platform. Content is only uploaded, displayed, published or transmitted if so decided by you. We do not review any of the Content before its publication and therefore make no representation or give any guarantee as regards completeness, correctness, appropriateness, quality or fitness for a specific purpose.

(5) Users using the Platform may not violate any applicable law. In particular,

(i) You must upload, post, store, transmit, display, copy, distribute, promote, make available or otherwise communicate to the public:

  • any Content that is offensive, libellous, defamatory, obscene, racist, sexually explicit, pornographic, ethnically or culturally offensive, indecent, that promotes violence, terrorism, or illegal acts, incites hatred on grounds of race, gender, religion or sexual orientation, or is otherwise objectionable in our reasonable discretion;
  • any information, Content or other material that violates, plagiarises, misappropriates or infringes the rights of third parties including, without limitation, copyright, trademark rights, rights of privacy or publicity, confidential information or any other right; or
  • any Content that violates, breaches or is contrary to any law, rule, regulation, court order or is otherwise is illegal or unlawful in our reasonable opinion; or
  • any material of any kind that contains any virus, Trojan horse, spyware, adware, malware, bot, time bomb, worm, or other harmful or malicious component, which or might overburden, impair or disrupt the Platform or servers or networks forming part of, or are connected to, the Platform or which does or might restrict or inhibit any other member's use and enjoyment of the Platform.

(ii) You must not commit or engage in, or encourage, induce, solicit or promote, any conduct that would constitute a criminal offence, give rise to civil liability or otherwise violate any law.

(iii) You must not deliberately impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity, for example, by registering an account in the name of another person or company, or sending messages or making comments using the name of another person.

(iv) You must not use or attempt to use another person's account, password, or other information, unless you have express permission from that other person.

(v) You must not manipulate your or someone else’s account or someone else’s Profile or Project.

(vi) You must not sell or transfer, or offer to sell or transfer, any account to any third party.

(vii) You must not illegally collect or attempt to collect personal data, or any other kind of information about other users, including without limitation, through spidering or any form of scraping.

(viii) You must not use the Platform in order to publish or transmit spam emails or any other form of unfair or unsolicited advertising.

(ix) You must not violate, circumvent or attempt to violate or circumvent any data security measures employed by us or any other use; attempt to interfere with the Platform by any means including, without limitation, hacking our servers or systems, submitting a virus, overloading, mail-bombing or crashing.

(6) Notwithstanding the fact that we have no legal obligation to monitor the Content on the Platform, we reserve the right to investigate any situation that appears to involve any of the above, block, remove or delete any Content at any time, and to limit or restrict access to any Content, and may report such matters to, and co-operate with, appropriate law enforcement authorities, for any reason and without liability, including without limitation, if we have reason to believe that such Content does or might infringe the rights of any third party, or is in breach of these Terms of Use or applicable law.

  1. Hosting of Your Content

(1) We do not control any of the Content and do not claim ownership in the content (notwithstanding Section 9.2. below). If your Content is displayed on the Platform, we store, host and make available your Content on your behalf.

(2) When you submit to us Content, you grant to us the non-exclusive (but revocable), worldwide right without any limitation as to time, to use such Content solely for the purpose of providing such Content on the Platform. This includes the right to store, reproduce, make available, and amend (as far as connected with the formatting, technical processing, transmission and display of the Content, or the technical processing and transmission of our Services) such Content on (mobile) devices, and the right to create and make available thumbnails, and the right to transmit the Content and sublicense the rights under this clause to technical service providers for the purpose of providing the Content on the Platform. You are aware that the Content may be found on Internet search engines.

(3) You hereby warrant to us that you own or have sufficiently licensed all rights regarding your Content, and that the Content and its use in connection with the Platform shall not infringe these Terms of Use, any applicable laws, any intellectual property rights or other rights of any third party. In the event of a negligent violation, you agree to indemnify us in accordance with Section 14. In particular, you warrant that:

(i) Your Content, and each and every part thereof, is an original work by you, or you have obtained all rights, licences, consents and permissions necessary in order to use your Content pursuant to these Terms of Use, including, without limitation, the right to upload, reproduce, store, transmit, distribute, share, publicly display, publicly perform, make available and otherwise communicate to the public your Content, and each part thereof, on, through the Platform.

(ii) Your Content and the availability thereof on the Platform does not and will not infringe or violate the rights of any third party, including, without limitation, any intellectual property rights, performers’ rights, rights of privacy or publicity, or rights in confidential information.

(iii) Your Content does not and will not create any liability on the part of us, our subsidiaries, affiliates, successors, and assigns, and respective employees, agents, directors, officers and/or shareholders.

  1. Intellectual Property

The Platform and all its parts, including the code, graphics, user interface, databases and other content, contains material as well as names and marks that are protected by copyright, trademark and other laws. As between you and us, you agree that all title, ownership rights and intellectual property rights in and to the Platform (other than your Content) are owned or licensed by us and that you may not use, display, copy or exploit any of it without our express prior permission. All third party trademarks that appearing in the Platform are the property of their respective owners and all rights in them are reserved.

  1. Infringements; Notice and Takedown

If you discover any feedback or other content on the Platform that you believe infringes your copyright or any other of your rights, please report this to us, preferably by sending an email to This email address is being protected from spambots. You need JavaScript enabled to view it..

Please make sure that you include the following information so that we can take action against the violation and protect your rights:

  • a statement that you have identified content on the Platform that infringes your copyright or other right, or the copyright or such right of a third party on whose behalf you are entitled to act;
  • a description of the (copyright) work or other that you claim has been infringed;
  • a description of the content that you claim is infringing, and the Platform URL where such content is located;
  • your full name, address, telephone number and valid email address;
  • a statement by you that you have a good faith belief that the disputed use of the Content is not authorized by the (copyright) owner, its representative or the law,
  • a statement by you that the information in your notice is accurate and (if applicable) that you are authorized to act on behalf of the owner of the exclusive right that is allegedly infringed;

At our reasonable discretion, we will decide, whether the content claimed to be infringing will be made invisible or deleted or whether the member account will be suspended.

Unless there is a clear infringement, we usually ask the author of the feedback for his comment. If the author does not reply within an adequate time limit, we will usually assume that there is an infringement. If the author of the feedback gives substantial reasons for his feedback, we will usually inform the other partner concerned and may ask for further proof leading to an infringement. If you want to comment on your feedback, please refer to the Feedback Section above.

  1. No Warranty

We do not make any representation or give any guarantee as regards completeness, correctness or appropriateness of the information on the Platform. This applies in particular to Content provided by third parties (including the Members), and to links to third party websites. Only the respective provider is responsible for such third party content. We cannot influence, and therefore do not endorse, and distance ourselves from such third party content.

We also make no representation and give no guarantee as regards the availability of the Platform. While we aim to offer a high availability of the Platform, the Platform may be offline from time to time, e.g. due to necessary maintenance works, or non-availability of the Internet.

  1. Liability

(1) In the event of intent or gross negligence, also by our statutory representatives and vicarious agents (“Erfüllungsgehilfen”), we shall be liable according to the statutory provisions. The same shall apply in the event of culpably caused damages resulting from an injury to life, body or health, in the event of damages resulting from a violation of a guarantee as to quality (“Beschaffenheitsgarantie”), as well as in the event of defaults concealed fraudulently (“arglistig verschwiegene Mängel”).

(2) In the event of damages to property and financial damages (“Sach- und Vermögensschäden”) caused by slight negligence of us, our statutory representatives or vicarious agents, we shall be liable only in the event of a violation of a contractual core duty (“wesentliche Vertragspflicht”), however limited to the amount of the damage which was foreseeable at the time of conclusion of the contract and typical taking into account the nature of the contract (“vorhersehbarer und vertragstypischer Schaden”). Contractual core duties are such duties whose accomplishment enables proper fulfilment of an agreement and whose observance the contracting parties may regularly rely on.

(3) Liability based on the German Product Liability Act shall remain unaffected.

(4) Any further liability other than set out above shall be excluded.

  1. Indemnification

You hereby agree to indemnify and hold us harmless from and against any and all claims and damages (including reasonable attorneys' fees), resulting from (i) any wilful or negligent violation by you of these Terms of Use, (ii) any third party claim of infringement of copyright, other intellectual property rights, invasion of privacy or other rights arising from our use or hosting of your Content on the Platform in accordance with these Terms of Use, or (iii) any activity related to your Account unless and to the extent caused by us.

  1. Data Protection

All personal data that you provide to us in connection with your use of the Platform is collected, stored, used and processed by us in strict accordance with applicable data protection provisions and our Privacy Policy available at http://www.promp.org/privacy-policy.

We are entitled to collect, process and use all data provided by a user and all data accruing in connection with the use of the Platform in accordance with applicable laws.

  1. Term; Termination; Suspension

(1) Your Agreement with us is unlimited in time. Both parties may terminate this Agreement at any time by sending a respective notice in text form (email is sufficient) to the respective other party. You may also terminate your Agreement with us by unregistering your account. If feasible and reasonable and taking into account good faith, we will give you adequate prior notice of termination.

(2) Both Parties’ right of termination for cause remains unaffected.

(3) In any of the events under Section 16(1), or if activities occur on that Account which would constitute a violation of these Terms of Use, or an infringement or violation of the rights of any third party or of any applicable laws or regulations, we may also decide to temporarily suspend and block your access to the Platform and your Account. If feasible and reasonable and taking into account good faith, we shall give you reasonable prior notice to allow you to remedy the breach. Our right of termination shall remain unaffected.

(4) In the event of a termination, any of your rights to use the Platform shall automatically cease, and we reserve the right to delete any or all of your Content including your Profile. We reserve the right to retain feedback as set out under Section 6 (4) above.

(5) If your Agreement has been terminated, you may not register under another name.

  1. Amendments to the Terms of Use

(1) We reserve the right to change these Terms of Use at any time subject to the following provisions.

(2) When we change these Terms of Use, we will notify you in advance by sending an email to the email address that you have provided to us, and if you do not object to the revised Terms of Use, the revised Terms of Use will be deemed accepted by you 4 (four) weeks after such notification. In the event that you object the revised Terms of Use, we reserve the right to terminate your Agreement with us. In our notification to you, we will inform you of the revised Terms of Use, of the four weeks period, the deemed acceptance, your right to object the revised Terms of Use the possible consequences.

(3) The above shall not apply to changes which are unreasonable (“unzumutbar”) , in particular in the event of material changes of the scope of this Agreement leading to a change in the all over contractual structure (“Vertragsgefüge”). In such event, we will inform you of the intended changes and will offer you to continue your Agreement with us subject to the amended terms.

  1. Governing Law; Jurisdiction

(1) These Terms of Use are subject to the laws of the Federal Republic of Germany, with the exception of the provisions on the conflict of laws.

(2) You hereby agree to submit to the exclusive jurisdiction of the courts in Berlin, Germany, for resolution of any dispute, action or proceeding arising out of or in connection with this Agreement in the event that you are a businessperson or if you have no general place of jurisdiction in the Federal Republic of Germany.

  1. Miscellaneous

(1) You may not assign this Agreement or any of your rights under this Agreement to a third party without our prior written agreement.

(2) Should one or more provisions of your Agreement with us be found to be unlawful, void or unenforceable, such provision(s) shall be deemed severable and will not affect the validity and/or enforceability of the remaining provisions of this Agreement. Same shall apply to gaps. In this event, the Parties undertake to replace such unlawful, void or unenforceable provision with a valid provision that comes as close as possible to what the Parties had originally intended.

July 2015