General Terms and Conditions

Fliplife GmbH, located at Friesenplatz 16, D-50672 Köln (Cologne, Germany), and entered in the Commercial Register of Cologne under number HRB 68097 (hereafter "UP"), operates the online platform accessible via the URL fliplife.com and the browser-based online game "Fliplife" ("FLIPLIFE") that can be played by users ("USER" or "USERS") online. UP also offers a variety of other services. The services provided as part of the platform, the game and other services are provided solely on the basis of these General Terms and Conditions. The general terms and conditions of the other party to the agreement, to the extent that they differ from these General Terms and Conditions, shall be considered an integral part of this agreement only with the express written consent of UP.

1. Subject of the terms and conditions of use, scope of applicability

1.1. The following terms and conditions govern the use of the online platform, the online game provided by UP and other services offered.

1.2. In addition to these General Terms and Conditions, the rules and instructions of the game (together referred to as "the rules of the game"), which are publicly available to USERS, also apply. In the event of contradictions between these terms and conditions of use and the rules of the game, these terms and conditions of use shall apply.

1.3. UP shall provide FLIPLIFE and other services to the extent of its technical and operational ability at an average annual availability rate of 95%. This does not include times during which the use of FLIPLIFE and other services is interrupted or impaired for mandatory technical reasons or necessary maintenance. During these times, UP shall not be responsible for fulfilling the terms of this agreement. UP's liability for the non-accessibility of FLIPLIFE and services as a result of intent and gross negligence remains unaffected.

1.4. These General Terms and Conditions shall be published on the FLIPLIFE website, where they may be viewed and printed at any time. Upon written request from USER, the General Terms and Conditions may be sent via email as well.

1.5. The use of the FLIPLIFE online game provided by UP and other services for gainful or commercial purposes by USER is prohibited. UP offers the games and services exclusively to consumers within the meaning of Section 13 of the German Civil Code (BGB).

1.6. USER shall be personally responsible for the currentness and suitability of the software and hardware used by him/her. UP may make non-mandatory software and hardware recommendations at any time.

1.7. USER has the option of obtaining services from contracting partners of UP as part of individual online games or other services. In this case, USER shall establish a separate agreement with the corresponding contracting partner with regard to such services. Should a separate agreement be required, USER shall be informed of this requirement in a suitable and timely fashion.

1.8. Rules or general terms and conditions of USER, to the extent that they differ from these General Terms and Conditions, shall apply only with prior express written consent from UP.

2. Agreements

2.1. USER registration is required in order to use the online games and other services offered by UP.

2.2. Registration is authorized for natural persons only. Only individuals may register as USERS. By registering to use the games and/or services, USER expressly confirms that he/she is of legal age and has the legal capacity to contract. Registration of a minor requires the consent of his/her legal representative.

2.3. USER must provide a player name and an email address registered in his/her name upon registration. In providing a name, USER may not violate the rights of third parties or standards of common decency. Player names may not be email or web addresses. USER guarantees that statements made to UP upon registration are true and complete.

2.4. Registration shall take place personally. Registration by third parties, particularly third parties who register individuals with various web service providers on a commercial basis (registration or entry services), is prohibited.

2.5. Registration shall be confirmed by UP via an email containing an activation link. The confirmation procedure shall not constitute an agreement. The agreement shall be established once USER clicks on the activation link and UP activates USER.

2.6. UP reserves the right to reject the establishment of an agreement with USER. USER is not entitled to use FLIPLIFE or other UP services.

2.7. USER may not transfer his/her registered account without prior written consent from UP.

2.8. USER may register only once per game round. If USER has already registered for a particular game round, USER may not register again for the duration of the existing registration.

3. Cancellation policy

Right of cancellation

3.1. USER may cancel the contractual agreement within 14 days for any reason in writing (such as by letter, fax or email). This period shall begin upon receipt of this policy in writing, but not before establishment of the agreement and not before fulfillment by UP of its duty to inform under Article 246 Section 2 in connection with Section 1 Paragraphs 1 and 2 of the Introductory Act to the Civil Code (EGBGB) as well as its obligations under Section 312e Paragraph 1 Sentence 1 of the BGB in connection with Article 246 Section 3 of EGBGB. The cancellation must be postmarked by the deadline.

3.2. Please direct cancellation requests to:
Fliplife GmbH, Friesenplatz 16, D-50672 Köln, Germany, Phone +49 221-16539444; Fax +49 221-16539445; privacy@unitedprototype.com.

Results of cancellation

3.3. In the event of a valid cancellation, any products or services received by either party, including any benefits obtained therefrom, are to be returned. If USER cannot return the received product or service in its complete, undeteriorated state, USER must compensate UP for the replacement value of the product. As a result, USER may be responsible for fulfillment of contractual payment obligations for the period prior to cancellation. In the case of returned virtual goods, this shall not apply if the deterioration of the virtual goods is attributable only to their use on a trial basis (as USER would be able to do when purchasing an item in a retail store, for example). USER shall be responsible for the replacement value if he/she uses the virtual goods in a manner incompatible with the principles of civil law, such as good faith or unjustified enrichment. USER may avoid responsibility for the replacement value by not using the item as his/her property and refraining from any activities that could impair its value. Obligations for reimbursement of payments must be met within 30 days. For USER, this period begins as of the postmark date of the cancellation request. For UP, it begins at the time of its receipt.

3.4. Premature expiration of the right of cancellation:
USER's right of cancellation shall expire prematurely if the agreement is completely fulfilled by both sides at the express request of USER before USER has exercised his/her right of cancellation. This condition shall be considered met if USER has used and fully paid for the games and services and/or premium features.

End of cancellation policy

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4. Access to and acknowledgment of General Terms and Conditions

4.1. By registering as a user and using the game and/or services, USER acknowledges the General Terms and Conditions. The General Terms and Conditions may be printed or saved on a permanent data carrier by USER prior to registration.

4.2. UP reserves the right to modify or expand these General Terms and Conditions effective for the future at any time. The new General Terms and Conditions shall take effect 14 days after the change. USER shall not be hereby disadvantaged in violation of good faith.

4.3. USER shall be notified of changes to the General Terms and Conditions in suitable written fashion, including confirmation during the FLIPLIFE registration process.

4.4. Upon notification and the opportunity to become aware of changes to the General Terms and Conditions, USER may dispute said changes within 14 (fourteen) days. If USER does not dispute the changes within 14 days of notification and the opportunity to become aware of said changes in writing to UP or if USER continues to use FLIPLIFE and/or other services, USER shall be subject to the new or modified terms. UP shall separately and expressly notify USER of the opportunity to dispute the changes and the consequences of remaining silent.

4.5. If the dispute takes place by the deadline, the original General Terms and Conditions shall remain valid until expiration of the agreement.

4.6. Unless otherwise agreed under these General Terms and Conditions or as part of a separate arrangement between UP and USER, UP shall as a rule communicate with USER via email or provide these General Terms and Conditions to USER during the registration process via the platform. USER shall ensure that emails sent by UP to the email address provided during registration or provided to UP at a later time are received. UP shall ensure that emails regarding changes to the General Terms and Conditions are sent to said email address or that these General Terms and Conditions are provided to USER during the FLIPLIFE registration process.

5. Description of services

5.1. FLIPLIFE is generally played on a basic level free of charge. A free version of the game is provided to USER for basic use.

5.2. UP reserves the right to cancel operation of the game for any reason.

5.3. USER has the option of receiving features (hereafter "FEATURE" or "FEATURES") not available under the basic use plan in return for a fee. Payment for these FEATURES may involve one-time payments for credits which can be used for certain game functions in accordance with the rules of a particular game or payment for certain packages or items for use in the game ("virtual goods"). To purchase virtual goods, USER clicks on the "Credits" icon. USER will then see the different payment methods available. After selecting the desired method of payment and the size of the credit package, USER is redirected to the selected payment provider to conduct the payment. The purchased number of credits is then deposited into USER's accounts. USER can use these credits to make purchases in the in-game shop by clicking on the shopping cart icon next to the selected item and then confirming the purchase.

5.4. FLIPLIFE is subject to continuous development. UP reserves the right to offer new Premium Features at any time. Furthermore, UP reserves the right to no longer offer certain FEATURES and/or to offer them as part of the free basic version.

5.5. USER shall be separately informed of the type of fee-based FEATURES, including the functions of the FEATURE, how long the fee-based FEATURE will be available, the amount of the fee and the methods of payment available in connection with FLIPLIFE.

5.6. If an underage USER wishes to purchase fee-based FEATURES, he/she shall guarantee that the means used to pay for the fee-based FEATURES were granted to him/her by his/her legal representative for this purpose or to use as desired.

5.7. UP reserves the right to change the fees charged for FEATURES.

6. Payment terms

6.1. UP has the right to demand upfront payment of service fees for use of FEATURES. The agreed-upon fees are payable upon establishment of the agreement as described in Section 5.3.

6.2. Payments are collected via the corresponding service provider contracted for the purpose of processing the payment. For certain payment methods, payment may be collected a few days in advance to guarantee usability without interruption. General terms and conditions incorporated by the contracted provider shall apply alongside these terms and conditions of use.

6.3. USER guarantees that all statements made during the payment process are complete and accurate.

6.4. Available payment methods depend on USER's country and the payment methods selected by UP. USER is not entitled to use any one particular payment method.

6.5. In the case of default, interest charges shall accrue in accordance with the law. In the event of default, UP is authorized to cancel the services or immediately freeze USER's account. However, UP is authorized to collect an appropriate processing fee for the freeze, notification of the freeze and lifting of the freeze and for setting up a new account if payment is received in full. USER is free in all cases to prove that no damage resulted or that the damage is significantly lower. UP is authorized to recover these costs and the applicable fee by re-charging the account. Any returned debit fees are to be borne by USER. UP hereby reminds USERS that in the case of credit card payments, returned charges may incur fees of up to EUR 50 per transaction.

7. General obligations of USER

7.1. The primary obligation of USER is to adhere to the rules of the game and pay the prescribed fee unless he/she uses the basic version of FLIPLIFE or other services. The primary obligation of USER is furthermore to provide accurate and complete information as requested by UP upon establishment of the agreement or in the course of the contractual relationship. USER therefore guarantees that the statements regarding his/her person or other contractually relevant circumstances (including but not limited to bank account information and credit card numbers) made as part of the contractual offer or establishment of the contract or in the course of the contractual relationship are complete and accurate. USER agrees to notify UP immediately of any changes to said information and to confirm the information at the request of UP. In the event of repeated violation of this requirement despite warnings or in the event of a serious violation, UP is authorized to immediately suspend services and deliveries without notice and to terminate the agreement.

7.1.1. The terms LOGIN INFORMATION and PASSWORDS are understood as all series of letters and/or symbols and/or numbers used to authenticate USER and prevent use by unauthorized third parties.

7.1.2. USER agrees to keep his/her LOGIN INFORMATION and all PASSWORDS strictly confidential and protect them against unauthorized access by third parties. USER may enter LOGIN INFORMATION only on UP-operated websites.

7.1.3. In the event that USER has reason to suspect that third parties have or could have obtained unauthorized access to this information, he/she shall notify UP immediately and change his/her information or allow UP to change it. In this event, or in the event that UP has reason to believe that the information has been improperly used, UP shall furthermore have the right to temporarily suspend access by USER. USER shall be regranted access as soon as the suspicion of improper use of the information has been cleared.

7.1.4. USER is under no circumstances authorized to use the LOGIN INFORMATION of another USER or to allow another USER or another person to use his/her LOGIN INFORMATION and PASSWORDS.

7.2. UP shall provide FLIPLIFE or other services online for use via a web browser. The software required locally on USER's computer (including the operating system and web browser and plug-ins such as Flash or Java if applicable) are neither provided nor installed by UP. UP offers no support for these products. It is the responsibility of USER to ensure the capacity of his/her computer to use FLIPLIFE. UP shall furthermore offer no technical assistance in installing locally required software.

7.3. USER is not authorized to sell or otherwise transfer his/her account to third parties. This does not apply to sale or transfer as part of offers created and made available by UP for this purpose.

7.4. Unauthorized third parties may send emails in UP's name without its consent that contain viruses or spyware or links to web content containing viruses or spyware. UP has no control over this. USER shall therefore inspect all incoming emails from UP and those purportedly sent on behalf of UP for virus attacks. This also applies to emails from other USERS of FLIPLIFE or other services.

7.5. In using FLIPLIFE, USER shall follow the instructions of UP and its employees as well as those of its subcontractors and vicarious agents. This includes, but is not limited to, instructions from honorary employees of platforms belonging to FLIPLIFE, such as forums, chat rooms or other communication platforms.

7.6. Links may be placed on the pages of the UP website as long as these are used solely for cross-reference purposes. UP reserves the right to revoke this privilege. However, embedding or depicting UP web pages or their content via hyperlinks in a frame is not permitted.

8. Further terms and conditions for the use of the FLIPLIFE online game

8.1. Manipulative interference with the online game in any way by USER is prohibited. USER is particularly prohibited from performing actions or using mechanisms or software that could disrupt the function and progress of the game. USER may not perform any actions that could place an unreasonable or excessive burden on the technical capacity of the game system. USER is not permitted to block, overwrite or modify content generated by game moderators or interfere in any other way with the game in a disruptive manner.

8.2. USER is furthermore prohibited from accessing FLIPLIFE (including all individual web pages) via other programs other than an internet browser or another program provided by UP. This includes but is not limited to bots and other tools that replace or supplement the web interface. Scripts and fully or partially automated programs that give USER an advantage over other players are also prohibited. These include auto-refresh functions and other built-in mechanisms of the web browser related to automated processes.

8.3. USER may under no circumstances use third-party software to modify the FLIPLIFE game experience, enable data mining or otherwise capture or collect information in connection with FLIPLIFE.

8.4. USER may under no circumstances use, purchase or sell for "real money" or trade virtual items used in FLIPLIFE outside of FLIPLIFE. This includes all forms of evasion, similar conduct or conduct comparable in its effect to the prohibited conduct mentioned above.

8.5. Login is permitted only via the channels defined by UP. Automated creation of player accounts, regardless of whether the start page is displayed or not, is prohibited.

8.6. All rights to virtual items used and transferred against payment in online games remain exclusively with UP or UP-authorized contracting partners.

8.7. USER shall grant UP the exclusive right to use all virtual items created by USER without limitation in terms of space, time and content. This right includes but is not limited to the rights of reproduction, dissemination and processing. USER shall be granted only a non-exclusive right to use the virtual items limited to the term of the agreement.

9. Obligations of USER regarding information uploaded by USER

9.1. USER agrees to refrain from disseminating content (such as images, videos, links, names and words) containing promotional, political, religious, offensive, harassing, violent, sexist, pornographic or otherwise morally reprehensible or illegal content, including but not limited to racist or right-wing or left-wing extremist content, persons or representations. Furthermore, USER agrees to refrain from using legally protected terms, names, images, videos, musical compositions, games or other materials. In cases of doubt, USER must immediately remove any content objected to by UP. UP also has the right to remove this material itself. USER shall observe all applicable laws and regulations, including but not limited to laws regarding the protection of children, data privacy, individual rights, protection against slander, copyright laws, trademark laws, etc.

9.2. USER is not authorized to use the services for illegal or unauthorized purposes. USER is particularly prohibited from utilizing user names and/or email addresses of other USERS without their prior consent for sending unsolicited emails, promotional messages or for other business or commercial purposes.

9.3. The mentioning of websites, companies or product names is permitted as long as it does not take place primarily for advertising purposes or UP has explicitly agreed to it.

9.4. USER is prohibited from publishing or disseminating on UP websites, and particularly via the communication channels provided on these sites, any content that:

  • a) violates applicable laws or is improper or unethical;
  • b) violates trademarks, patents, registered designs, copyrights, company secrets or other third-party rights;
  • c) is obscene, racist, violence-glorifying, pornographic, dangerous to youth or that otherwise endangers or impairs the development of children and adolescents;
  • d) is harassing, offensive, threatening, obscene, defamatory or slanderous against another person;
  • e) involves the sending of junk emails, chain letters or unsolicited mass emails, instant messages, "spimming" or "spamming";
  • f) falsely creates the impression of being provided or supported by UP;
  • g) contains personal information about third parties without their express consent;
  • h) is of a commercial, particularly promotional nature;
  • i) contains a depiction of another person without their consent.

9.5. UP reserves the right to delete information uploaded by a USER in the event of a breach of one of the provisions of this Section 9.

9.6. USER shall not be entitled to restoration of deleted information. In the event of a breach of these obligations through the uploading of information, UP is authorized to bar USER from further participation in the services offered and to delete USER's account without notice. UP reserves the right to enforce additional claims.

9.7. USER shall notify UP in writing if he/she becomes aware of improper use of the service by third parties or other USERS.

10. Limitation of liability

10.1. To the extent that UP offers its services free of charge, UP shall in no way be liable for damage unless said damage results from gross negligence or intent. However, this does not apply to liability for loss of life, bodily injury and damage to health or if UP has made a guarantee.

10.2. To the extent that UP charges a fee for its services, UP shall be unlimitedly liable for intent or gross negligence. In the case of slight negligence, UP shall only be liable in the event of a material breach of contract or breach of a guarantee. A material breach of contract or cardinal obligation within the legal meaning shall be understood as a breach of an obligation that is essential to the proper execution of the agreement and the fulfillment of which USER may come to expect. The above limitations of liability do not apply to liability for loss of life, bodily injury and damage to health or if UP has made a guarantee. UP's liability under the Product Liability Act (German: Produkthaftungsgesetz) as well as under Section 44a of the Telecommunication Act (Telekommunikationsgesetz or TKG) remains unaffected.

10.3. Liability for damages in the event of a material breach of contract shall be limited to the amount of the foreseeable damage.

10.4. The above liability exclusions or limitations shall also apply with regard to the liability of employees, agents or subcontractors of UP, particularly in favor of shareholders, employees, agents, executive bodies and their members in terms of their personal liability.

10.5. UP expressly distances itself from the content of all sites directly or indirectly linked to on UP websites. UP assumes no responsibility whatsoever for this content and these sites. The providers of the corresponding sites are themselves responsible for the content of these sites.

10.6. USER shall be personally and directly liable to third parties in the event of a breach of third-party rights by USER. USER agrees to compensate UP for any damage resulting from non-compliance with his/her obligations under these terms and conditions of use. USER shall release UP from all claims brought forth by other USERS or other third parties against UP on the basis of a violation of their rights by content uploaded by USER or violation of other obligations, particularly those under these General Terms and Conditions. USER shall furthermore bear the necessary legal defense costs incurred by UP, including all court and attorney fees. This shall not apply if the violation was not caused by USER.

10.7. UP has no control over the information uploaded by USERS to FLIPLIFE. UP does not verify uploaded information prior to its publication. However, if UP has or obtains knowledge of uploaded illegal information, it shall immediately delete it.

10.8. UP shall not be liable for disruptions within the service network not caused by UP.

10.9. UP shall be liable for loss of data in accordance with the above paragraphs only if such loss could not have been avoided by USER through proper data protection measures.

11. Term of the agreement and termination

11.1. The agreement shall begin upon its approval or release by UP.

11.2. Unless otherwise expressly stated with regard to FLIPLIFE or the services offered, the agreement for use of the FLIPLIFE online game and other services shall be established for an indefinite period of time.

11.3. If no specific term is established for the user agreement, the agreement may be duly terminated by either party at any time effective immediately for any reason. The express relinquishment of an account by USER shall constitute termination of the agreement for this account.

11.4. If a specific term is established for the game and/or the user agreement and the use of FEATURES, the agreement may be duly terminated only upon expiration of the term.

11.5. If the option to delete the account is not provided within FLIPLIFE, termination shall take place in writing (letter, fax or email).

11.6. Either party to the agreement has the right to terminate the agreement for good cause without notice. Good cause includes but is not limited to the following situations:

  • a) USER defaults on payment and fails to pay despite two written reminders;
  • b) conduct takes place that materially and adversely affects the game experience of other USERS;
  • c) software, tools and scripts are used to modify the experience or mechanism of the game;
  • d) unauthorized third parties play the game with USER's account;
  • e) USER plays with multiple accounts during the same round;
  • f) USER attempts to buy or sell for "real money" or trade virtual items belonging to FLIPLIFE;
  • g) USER violates laws, the general terms and conditions of use, other applicable requirements and/or rules of the game.

11.7. If UP unduly terminates the user agreement or FEATURES, USER shall be reimbursed for all upfront fees paid for the termination period on a pro-rated basis. Other USER claims are prohibited unless otherwise established in these General Terms and Conditions. If USER unduly terminates the user agreement or FEATURES, USER shall not be reimbursed for fees paid for the termination period.

11.8. UP reserves the right to delete the account for justifiable reasons such as long-term inactivity. UP furthermore reserves the right to delete accounts at the end of the term of the agreement at its discretion.

12. Privacy policy

12.1. USER's personal information shall be collected, processed or used only to the extent agreed to by USER or as required or permitted by the Federal Data Protection Act (Bundesdatenschutzgesetz (BDSG)), the Teleservices Act (Telemediengesetz (TMG)) or other legislation.

12.2. For more information, see the UP Privacy Policy.

13. Final provisions

13.1. All rights to information uploaded by USER shall remain with USER. By uploading information, not including virtual items, to FLIPLIFE or other services, USER grants UP a non-exclusive license free of charge and revocable at any time to publicly showcase, publicly display, reproduce or disseminate this content on the FLIPLIFE platform or platforms of other game websites. UP shall otherwise have no right to use information uploaded by USER. UP is not authorized to disseminate information uploaded outside of FLIPLIFE or the website of the game and services. Information uploaded by users to FLIPLIFE may be viewed around the world by third parties via the internet. USER hereby declares his/her agreement to the accessibility of the information. This license shall expire upon deletion of the content from the FLIPLIFE platform and related services by USER.

13.2. USER may transfer his/her rights and obligations under this agreement only with prior written consent from UP.

13.3. USER shall have the right to offset claims only if his/her counterclaim has been legally established or recognized and not disputed by UP. USER may exercise the right of retention only in the case of claims resulting from this agreement.

13.4. This agreement is subject to the laws of the Federal Republic of Germany to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods.

13.5. If USER has no general jurisdiction in Germany or USER is a businessperson within the meaning of the German Commercial Code (Handelsgesetzbuch), jurisdiction for all legal disputes shall be the location of UP headquarters. UP is additionally authorized to bring legal action in the general jurisdiction of USER.

Cologne, 09/30/2010

Fliplife GmbH
Friesenplatz 16
50672 Köln (Cologne)
Germany

Managing Directors: Thomas Bachem, Ibrahim Evsan, Tobias Hartmann
VAT No.: DE269974760
District Court of Köln (Cologne), HRB 68097