General Terms & Conditions (GTC’s)
Latest Update: 30.09.22 (effective date)
1.1 The provider of the services described in these general Terms and Conditions (“T&Cs”) is Denizen, Köpenicker Strasse 40-41, 10179 Berlin (trading as “Denizen”) whose details are set out in imprint. thisisdenizen.com, go-simplify.com and denizen.berlin are registered web domains of Denizen. Denizen shall hereinafter be referred to as “Denizen”, “we”, “us”, or “our”.
1.2 Denizen is an online platform that offers its members and customers access to space, membership and scan & go convenience solutions (namely food & beverage services) via thisisdenizen.com and the Denizen App (the “App”).
1.3 To this end, Denizen completes contracts with selected individuals and companies that provide access to a network of 3rd Party Spaces to book on-demand (“Denizen Spaces”) as well as to a community hub, located at Köpenicker Strasse 40-41, 10179 Berlin („Denizen House at Eiswerk“) Unless otherwise agreed in individual contracts, the provisions of these terms & conditions apply exclusively. Any terms & conditions of the Member or Partner do not apply, unless Denizen has explicitly accepted the respective terms and conditions in writing.
2. Key terms
“Agreement” means the agreement between Denizen, a subsidiary, or a Space Provider as Contractual Party and you as a Booker, as determined by Denizen booking and a confirmation pursuant to clause 6 of these terms. “Content” means all text, graphics, images, music, software, audio, video, information or other materials and Content that Denizen makes available through the App, including Member Content. “Booking Fees” means the amounts that are due and payable by you in exchange for the booking of a Space, including all ancillary costs and taxes, if applicable, as displayed in the respective Listing. “Listing” means a Space that is listed as available for booking via the App. “On-Demand Member” means a person who completes Denizen account registration process as described under “Account Registration”. “Member Content” means all Content that a Member posts, uploads, publishes, submits or transmits to be made available through the App. “Space” means any room, workshop, kitchen, office, house, apartment, suite, hall, center, building or other property and/or its facilities and immediate surroundings offered for booking by Denizen via the App. “Space Provider” means any person or entity who makes a room available for Booking through a Listing, typically, the owner or operator of a space. “Services” means any service offered directly by a space or a third-party supplier related to an agreement and offered for booking by Denizen via the App. “Subscriptions” means the purchase of a daily or monthly product that allows the Member to access a variety of Space, Service or Convenience Solutions provided via Denizen Spaces or Denizen House.
3. How the App works
The App can be used to book Spaces and related services and convenience solutions, including but not limited to rooms, workshops, kitchens, houses, offices, apartments, suites, halls, centres, buildings or other properties and/or related services and/or its immediate surroundings for commercial or other purposes. Such Spaces, Services & Convenience Solutions are included as product listings on the App. You may not purchase listings as an unregistered visitor to the App and, if you wish to contact, request, or book a Space, Service or Convenience Solution , you must register to create a Denizen Account (defined below).
4. Account Registration and Access
In order to access certain features of the App or to create a Space Listing, you must first register to create an account (“Denizen Account”) and become an On-Demand Member. Your personal profile will be created based upon the information you provide. You may not have more than one (1) Denizen Account. Access to your profile is password protected and you are responsible for safeguarding your password. Denizen shall not be liable for any claims, liabilities, damages, losses, and expenses, including, without limitation, legal and accounting fees on whatsoever scale, arising out of or in any way connected with any activities or actions under your Denizen Account, whether or not you have authorized such activities or actions. You have to immediately notify Denizen of any unauthorized use of your Denizen Account.
5. Information provided for Registration, Booking or Purchase
You agree to provide accurate, current and complete information during the registration process and to update such information. The same applies to the information provided in the booking and purchase process.
6. Bookings via Denizen Spaces
6.1 Forms of Bookings (contractual partner for the booking)
6.2 Space Bookings
If you request a booking, you submit an offer to Denizen to enter into a usage agreement (“Agreement”) between Denizen as provider and you as a booker, as determined by the details of the booking which will be finalized in a booking confirmation pursuant to these terms and conditions.
A booking will only become valid upon confirmation by Denizen. If Denizen confirms a booking, we will summarize the material terms of the booking (including the applicable cancellation policy) in an email to you (“booking confirmation”). Such confirmation shall constitute a commercial letter of acknowledgement. If you feel that it does not fully reflect what has been agreed, you have to inform us within 24 hours.
Should the booker not receive a confirmation by Denizen within 2 hours of reservation, the requested booking will be automatically cancelled. If a requested booking is not confirmed by Denizen, any amounts collected by Denizen will be refunded to you, depending on the selections you make via the App and any pre-authorization of your credit card will be released, if applicable. (In case of credit card payment, Denizen does not charge, but only pre-authorizes, your credit card until a booking commences.)
6.2.2 Financial Terms
The Booking Fees payable will be displayed to you before you send a booking request. You as a Booker are liable to pay Denizen using the methods described/chosen on the App for the Booking Fees for any booking requested if such requested bookings are confirmed. Booking Fees are due immediately with confirmation if not stated otherwise in the booking process. In connection with your requested booking, you will be asked to provide customary billing information such as name, billing address and/or credit card information either to Denizen or its third party payment processor(s).
In order to establish a booking, you understand and agree that Denizen reserves the right, in its sole discretion, to (i) obtain a pre-authorization via your credit card (or the respective payment method) for the Booking Fees or (ii) charge your credit card (or the respective payment method, e.g. PayPal) a nominal amount, not to exceed one euro (EUR 1), or a similar sum in the currency in which you are transacting (e.g. one USD or one British pound), to verify your credit card. Upon the commencement of your booking, Denizen will charge your credit card (or the respective payment method) for the Booking Fees.
You duly authorize Denizen or the third party online payment processor, as the case may be, to charge your credit card for said fees and collect said fees without requiring additional or prior approval from you subsequent to your booking request.
Once your confirmed booking transaction is complete, you will receive a confirmation email summarizing your confirmed booking.
6.2.3 Cancellations by you If you cancel your requested booking before the requested booking is confirmed, Denizen will cancel any pre-authorization to your credit card and/or refund any nominal amounts charged to you or paid by you in connection with the requested booking within a commercially reasonable time.
If you wish to cancel a confirmed booking made via the App, after commencement of the booking, the cancellation policy of Denizen pursuant to the individual Agreement will apply to such cancellation. Our ability to refund the Booking Fees and other amounts charged to you will depend upon the terms of the applicable cancellation policy pursuant to the individual Agreement.
6.2.4 Terms of Booking Booking Fees include all utilities (electricity, heating and water) unless stated otherwise in the respective Agreement. Booking Fees may include services that you explicitly selected in the booking process unless noted otherwise in the respective Agreement. You as the Booker are responsible to:
a. Return the Space clean and in the same state as handed over unless noted otherwise in the respective Agreement. You may be charged additional fees for cleaning and/or restoration in case you fail to return the space in the same condition. The respective fees will be invoiced to you separately. Denizen does not guarantee that these fees may be covered by insurance. Denizen suggests you to document the state of the space on your arrival at the space in case that may be required for insurance claims.
b. Return any keys you may obtain as part of any access to the Space during the course of your booking.
c. Have private liability insurance to use the Space booked. We may request that you submit conclusive evidence that you have obtained such insurance. If we made such request and you have not submitted such evidence, Denizen may withhold the Space; but you remain liable to pay Booking Fees.
d. Obtain licenses that may be required for your event (e.g. noise/alcohol) and to comply with all applicable laws (in particular laws on noise protection).
You must not subcontract the usage of the Space except as expressly approved by Denizen in writing (it being understood that email shall suffice).
6.3 Bookings directly with the space
In cases where a request is handled between you and the space directly, Denizen is not a contractual partner of the booking and holds no liability for the booking. Instead, a contractual agreement for the booking must be concluded between the booker and the provider of the space.
6.4 User Conduct
You understand and agree that you are solely responsible for compliance with any and all laws, rules, regulations, and tax obligations that may apply to your use of the App and Content. In connection with your use of the App and Content, you will not:
a. Violate any local, state, provincial, national, or other law or regulation, or any order of a court, including, without limitation, zoning restrictions and tax regulations;
b. Use manual or automated software, devices, scripts, robots or other means or processes to access, “scrape,” “crawl” or “spider” any web pages or other services contained in the App or content;
c. Use the App or content for any commercial or other purposes that are not expressly permitted by these terms;
d. Copy, store or otherwise access any information contained on the App or content for purposes not expressly permitted by these terms;
e. Infringe the rights of any person or entity, including without limitation, their intellectual property, privacy, publicity or contractual rights;
f. Interfere with or damage our App, including, without limitation, through the use of viruses, cancel bots, trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology;
g. Use our App to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;
h. Use our App, services or content in connection with the distribution of unsolicited commercial email (“spam”) or advertisements;
i. “stalk” or harass any other user of our App, our services or content, or collect or store any personally identifiable information about any other user other than for purposes of transacting as member;
j. Register for more than one Denizen account or register for a Denizen account on behalf of an individual other than yourself;
k. Unless Denizen explicitly permits otherwise, request or book any space if you will not actually be using the space yourself;
l. Contact owners of any space for any purpose other than asking a question related to a confirmed booking of such owner’s spaces or replying to such question;
m. Recruit or otherwise solicit any owner or other member to join third party services or Web Apps that are competitive to Denizen, without Denizen prior written approval;
n. Impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity;
o. Use automated scripts to collect information from or otherwise interact with the App or content;
p. Use the App, our services or content to find the owner of a space and then complete a booking of a space independent of the App, in order to circumvent the obligation to pay any booking fees to Denizen or for any other reasons
q. Post, upload, publish, submit or transmit any content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any other person; or (vii) promotes illegal or harmful activities or substances;
r. Systematically retrieve data or other content from our App to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise;
s. Use, display, mirror or frame the App or content, or any individual element within the App or content, Denizen name, any Denizen trademarks, logos or other proprietary information, or the layout and design of any page or form contained on a page in the App, without Denizen express written consent;
t. Access, tamper with, or use non-public areas of the App, Denizen computer systems, or the technical delivery systems of Denizen providers;
u. Attempt to probe, scan, or test the vulnerability of any Denizen system or network or breach any security or authentication measures;
v. Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Denizen or any of Denizen providers or any other third party (including another user) to protect the App or content;
w. Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the App or content to send altered, deceptive or false source-identifying information;
x. Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the App or content; or Advocate, encourage, or assist any third party in doing any of the foregoing. Denizen has the right to investigate and prosecute violations of any of the above to the fullest extent of the law.
7 Denizen House
7.1 Membership with Denizen House
7.1.1 Denizen and its Members agree on the conditions set out in these Terms and Conditions ( “Membership Agreement”). Based on this Membership Agreement, Members will have online access to Denizen House (“On-Demand Membership”) as well as the opportunity to purchase further membership services (“Subscriptions”) or other services of Denizen or third parties by concluding separate agreements or bookings. In return, the Member is obligated to pay a subscription fee.
7.1.2 Legal entities (“Companies”) may acquire Company Subscriptions for selected persons („Denizen House Corporate Membership“).
7.1.3 Currently, the following Subscriptions are available for Members to purchase in addition to their On-Demand Membership:
a. “Day Pass”: A day pass for the Denizen House, which can be redeemed after creating a Denizen Account.
b. “Beverage Abo”: A monthly pass entitling the member to consume unlimited, self-service coffee, tea and water which can be redeemed after creating a Denizen Account.
c. “Monthly Abo - 1 Months Notice”: A monthly pass entitling the member to consume unlimited access to the defined services and facilities at Denizen House, which can be redeemed after creating a Denizen Account, with a rolling commitment of 1 month.
d. “Monthly Abo - 3 Months Notice”: A monthly pass entitling the member to consume unlimited access to the defined services and facilities at Denizen House, which can be redeemed after creating a Denizen Account, with a rolling commitment of 1 month.
e. “Company Abo” A monthly subscription, entitling the company to provide access to the defined services and facilities at Denizen House, for a nominated number of “Company Members”
7.2 Conclusion of Contract
7.2.1 All services can only be claimed after the creation of a Denizen Account.
7.2.2 The Membership is not transferable. It can therefore not be shared among several people.
7.2.3 The conclusion of the Membership Agreement is carried out within the subscription process via the Denizen App or on the members behalf by a Denizen Community Manager. The Membership Agreement is then completed by clicking on the final button “Start Subscription” (“Conclusion of Contract”).
7.2.4 Companies may acquire Memberships for selected persons by concluding a Denizen House Company Membership, for example for employees, freelancers or other persons connected with the company (“Company Members”). The Company Members and the Companies are bound by the agreement concluded within the framework of the Denizen House Company Membership. However, the Membership of the individual Company Members is equally subject to the acceptance of the present T&Cs.
7.2.5 Members may add Subscriptions and transactions to their Membership at any time. This can be done at anytime over the Denizen App or by booking the relevant product or service with the Denizen House Community Team. The contractual agreement for the Subscription or transaction and thus the obligation to pay the correspondingly increased fee comes into effect in each case through confirmation by Denizen House, which takes place via e-mail and via the Denizen App. If the Subscription begins during the current month, the correspondingly increased membership fee will be due and invoiced on a pro-rata basis.
7.3 Subscription Fees & Payment
7.3.1 Members are required to pay either a daily or monthly fee, the amount of which depends on the chosen Subscription. All prices are displayed within the Denizen App are net prices, plus the applicable statutory VAT.
7.3.2 Denizen is authorized to operate Denizen House on a cashless basis. This means that all or individual products and services offered by Denizen House or third parties to its Members in addition to Membership can be used exclusively via a cashless means of payment to be determined by Denizen.
7.3.3 A reduction or cancellation of the membership fee is excluded if Denizen temporarily closes the Denizen House in whole or in part for the purpose of maintenance and/or repair work or other events for which Denizen is not responsible, after prior notice, or if in the course of such events there are adverse effects, in particular noise disturbances.
7.3.4 The monthly Subscription Fee is due on the first of each month for the respective calendar month. If the Subscription does not start on the 1st of the respective calendar month, the Membership Fee for that calendar month will be calculated pro rata by the number of days and will be charged on the 1st day of the subscription. All other fees (for additional services) are due immediately upon purchase order.
7.3.5 The Member may pay their Membership Fee by credit card, PayPal or direct bank transfer (Klarna, Sofort Uberweisung). Subscription Payments will be processed in collaboration with Stripe, Inc and Adyen BV. One-Time/Transactional Payments will be processed in collaboration with Adyen BV – both are international cashless payment providers whose terms and conditions apply accordingly. The Member shall immediately notify Denizen of changes affecting their means of payment. Physical Cash payments are not permitted.
7.3.6 By providing the IBAN and confirming this payment, the Member is authorizing Denizen and its respective payment providers (Stripe Inc & Adyen BV) to debit their account and the bank to debit the Member’s bank account accordingly and to deduct the Subscription Fee. The Member is entitled to a refund from their bank under the terms and conditions of the agreement with their bank. A refund must be claimed within eight (8) weeks starting from the date on which the account was debited. The Member is obligated to ensure that sufficient funds are available in their account for the successful debit of the Subscription Fees. Costs incurred as a result of non-payment or reversal of the direct debit are at the expense of the Member, as long as the non-redemption or the chargeback was not caused by Denizen.
7.3.7 If Members are more than one month in arrears with their Subscription Fees, Denizen is entitled to block their access to Denizen House and/or the online tools without prior notice.
7.3.9 Members may not request a retroactive or subsequent change of their billing address in invoices already issued and sent by Denizen. Members can update their billing information at any time for future invoices through their Denizen Account.
7.4 Term & Termination
7.4.1 The monthly Membership starts on the day the contract was concluded (see 7.3.3).
7.4.2 The contract is completed for for an undefined period but for at least for one (1) full calendar month (“Minimum Term”). For clarification: if the start of the Membership is during the current month, the minimum term will be correspondingly longer.
7.4.3 For 1 month memberships, at the end of the Minimum Term or after its expiration, the Membership can be terminated by the Member as well as by Denizen without giving reasons with a notice period of one (1) month to the end of the following Membership month.
7.4.4 For 3 month memberships, at the end of the Minimum Term or after its expiration, the Membership can be terminated by the Member as well as by Denizen without giving reasons with a notice period of three (3) month to the end of the following Membership month.
7.4.5 Notice of termination must be given at least in text form, for example, by means of a corresponding declaration via the Member’s online account, by e-mail or in writing.
7.4.6 The right to immediate termination for cause remains unaffected for each party.
7.4.7 By effective termination all rights and obligations under the Membership Agreement no longer apply.
7.5 Guest, Child & Dog Access
7.5.1 Members with any form of Monthly Subscription are allowed to bring up to three (3) guests at a time to Denizen House, for a maximum duration of three hours (3). Members with a Day Pass Subscription are allowed to bring up to one (1) guest at a time to Denizen House, for a maximum duration of three hours (3). All Guests must be registered in advance by the inviting member and must register as an “On Demand Member”
7.5.2 Denizen House is child-friendly. Please be considerate of other members when you bring children, who are part of your guest allowance. Please remember that your children are your responsibility at all times when present at the House and ensure they are not left unattended at any time. We encourage a maximum stay of two (2) hours when visiting with children.
7.5.3 Denizen House is dog-friendly. Please be considerate of other members when you bring dog. Please remember that your dog is your responsibility at all times when present at the House and ensure they are not left unattended at any time. We encourage a maximum stay of two (2) hours when visiting with a dog.
7.6 Code of Conduct (Denizen House Rules)
7.6.1 Denizen, its employees, as well as third parties authorized for this purpose, in particular security staff contracted by Denizen, exercise domiciliary rights at Denizen House.
7.6.2 Members must observe the applicable house rules and the applicable conditions of usage of Denizen whilst visiting Denizen House, as well as instructions of Denizen’s staff. In this context, special reference is made to the obligation to check in and out at the reception („Concierge“) upon entering Denizen House.
7.6.3 A day’s use at Denizen House is considered to be the 12-hour period from 08:00 to 20:00, Monday through Friday excluding public holidays.
7.6.4 The Member agrees to respect the “fair usage” component of their membership and do not to continually book or assume ownership of the Common Room, Work Lounge or other Member spaces. The provided environment is set up so that all Members can utilise the space to collaborate or work as individuals as they require. Should a Member find that they require a different or more fixed working environment they should contact the Concierge to advise on other options.
7.6.5 The member agrees to restrict usage of the private and open work booths to a maximum of one-hour during periods of high demand.
7.6.6 The Member agrees not to disturb other Members who are visiting Denizen House. This means, for example, to not hold loud or long telephone conversations and to refrain from any other acoustic or visual disruptions.
7.6.7 Denizen is committed to a zero tolerance policy when it comes to discrimination. This includes any discrimination based on race, national or ethnic origin, colour, religion, age, gender, sexual orientation, gender identity or expression, marital status, genetic characteristics or disability. Members are encouraged to be respectful, cooperative, open-minded and considerate at all times.
7.6.8 Accordingly, Denizen reserves the right to expel Members from the Denizen House in the event of immoral, harassing or discriminatory behaviour and to terminate their membership contract with immediate effect and without notice.
7.6.9 In addition, Denizen reserves the right to expel members from Denizen House in the event of illegal or generally business-damaging behaviour and to terminate their membership contract with immediate effect and without notice.
7.6.10 More specifically, the following activities are prohibited:
a. Use in connection with gambling, pyramid schemes, chain letters, spam or other kinds of undesired messages or advertising;
b. Offering, downloading or processing of data containing pictures, software or other material governed by laws for the protection of intellectual property (e.g. Copyright law, mark rights, etc.), unless the member is the holder of the rights or holds the rights of use and exploitation;
c. Dissemination of data containing viruses, trojans, worms, bots or other malware;
d. Unlawful gathering of information from other members without their consent, in particular their email addresses;
e. Stating false identity data;
f. Dissemination of insulting, unethical, racist, pornographic or other unlawful material or data or other violations of legal provisions (in particular violations of provisions for the protection of privacy, rights of personality).
g. The consumption of alcohol is only permitted at Denizen House if it is provided by Denizen as part of a private event. In all other cases, the consumption of alcohol is prohibited.
7.7.1 Members must treat facilities and objects used by them carefully. Members are liable for any damage and excessive wear and tear caused by any non-conventional usage according to these provisions.
7.7.2 Denizen is liable to the Members and Companies in connection with this Membership Agreement only for its own intentional or grossly negligent actions or for those of persons employed by Denizen in the performance of their contractual obligations. In particular, Denizen is not liable for damages to compensate for Members’ valuables, documents or data lost at Denizen House, unless a separate safekeeping agreement was concluded as an exception by Denizen and a Member in relation to the lost object. The liability of Denizen for negligent breaches of duty is limited to the amount typical and foreseeable for damage at the time of the contract conclusion. The liability limitations mentioned above do not apply in case of death, physical injury or health impairment.
7.7.3 Denizen provides its Members with access to the Internet as part of their use of Denizen House. Members are fully responsible for their actions when using the Internet. They are subject to legal, in particular copyright, restrictions on the retrieval, storage, transmission, distribution, and display of certain content. The Internet access provided by Denizen is operated by an external provider. Therefore, Denizen has no influence on time availability and available bandwidth. Members are aware that temporary unavailability and reduced bandwidth may occur due to maintenance or technical difficulties. Against this background, they will ensure that they have a back-up solution ready (e.g. access to a mobile network) in the event of unavailability or insufficient bandwidth, so that damage caused by unavailability or insufficient bandwidth is prevented. Members are only permitted to connect LAN connections and external Internet hardware (e.g. routers) that use their own networks, radio signals or similar with the approval of Denizen.
7.7.4 Electronic devices may only be connected to Denizen’s power supply system if they are intact and market-approved; they may only be used in accordance with their usual purpose. Connection is only permitted at recognizable and, if applicable, assigned workstations (e.g. table sockets).
7.8 Special Provisions During the Covid-19-Pandemic
The pandemic situation caused by Covid-19 may lead to restrictions, especially but not exclusively with regard to access rights and stay at Denizen House. Denizen expressly reserves the right to make changes to access, residence and hygiene regulations to accommodate the dynamic developments of the pandemic. To this end, Denizen will inform its members, tenants, visitors, affiliates, employees, and other persons requesting access to the premises by means of appropriate notices, information provided by staff at the respective reception desk, and by electronic means. If the designated persons do not follow established rules, Denizen may deny access. Denizen expressly reserves the right to issue a house ban.
8. Content License
Subject to your compliance with the terms and conditions of these Terms, Denizen grants you a limited, non-exclusive, non-transferable license, to (i) access and view any Content solely for your personal and non-commercial purposes and (ii) access and view any Content to which you are permitted access, solely for your personal and non-commercial purposes. You have no right to sublicense the license rights granted in this section.
You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the App or Content, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Denizen or its licensors, except for the licenses and rights expressly granted in these Terms.
9. Member Content
We may, in our sole discretion, permit you to post, upload, publish, submit or transmit Member Content. By making available any Member Content on or through the App, you grant to Denizen a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, and otherwise exploit such Member Content on, through, by means of, or to promote or market the App. Denizen does not claim any ownership rights in any such Member Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any such Member Content.
You acknowledge and agree that you are solely responsible for all Member Content that you make available through the App. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Member Content that you make available through the App or you have all rights, licenses, authorities, consents and releases that are necessary to grant to Denizen the rights in such Member Content, as contemplated under these Terms; and (ii) neither the Member Content nor your posting, uploading, publication, submission or transmittal of the Member Content or Denizen use of the Member Content (or any portion thereof) on, through or by means of the App and our services will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the App or our services (“Feedback”). You may submit Feedback by emailing us at email@example.com.
You acknowledge and agree that all Feedback will be the sole and exclusive property of Denizen and you hereby irrevocably assign to Denizen and agree to irrevocably assign to Denizen all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein.
At Denizen request and expense, you will execute documents and take such further acts as Denizen may reasonably request to assist Denizen to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.
12. Copyright Policy
Denizen respects copyright law and expects its users to do the same. It is Denizen policy to terminate in appropriate circumstances the Denizen Accounts of Members or other account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see Denizen Copyright Policy in imprint for further information.
13. Data Collection and Data Privacy
14. Suspension, Termination and Denizen Account Cancellation
We may, in our discretion and without liability to you, with or without cause, with or without prior notice and at any time, decide to limit, suspend, deactivate or cancel your Denizen Account or access thereto. In respect of the aforementioned, causes for limitation, suspension, deactivation or cancelation may include the creation of more than one (1) Denizen Account by a Member or a Member providing information during the registration process or thereafter which proves to be inaccurate, fraudulent, outdated or incomplete.
If we exercise our discretion under these Terms to do so, any or all of the following can occur with or without prior notice or explanation to you: (a) your Denizen Account will be deactivated or suspended, your password will be disabled, and you will not be able to access the App, services, your Denizen Account, your Member Content, or receive assistance from Denizen Customer Service, (b) we will not accept any offers or reservations, and (c) we may cancel bookings. You may cancel your Denizen Account at any time via the “Cancel Account” feature or by sending an email to firstname.lastname@example.org. Please note that if your Denizen Account is cancelled, we do not have an obligation to delete or return to you any Content you have posted to the App, including, but not limited to, any reviews or Feedback.
15. Limitation of Liability
Denizen liability is limited as follows: Denizen shall only be liable for damages if the cause of damage is based on gross negligence or intentional breach of obligations by Denizen or by one of Denizen legal representatives or agents. In addition, Denizen shall be liable for the negligent breach of fundamental obligations whose breach endangers the fulfilment of the purpose of the Agreement or for the breach of obligations whose fulfilment enables the proper execution of the Agreement in the first place and on the fulfilment of which the customer regularly relies. Denizen shall not assume liability for the slightly negligent breach of obligations other than the ones stated in the preceding sentences. The aforementioned limitation of liability shall not apply in the case of culpable injury to life, body or health, for a defect after assumption of a guarantee for the quality of the product, and for the fraudulent concealment of deficiencies. The liability under the Product Liability Act shall remain unaffected.
You agree to release, defend, indemnify, and hold Denizen harmless from and against any claims, liabilities, damages, losses, and expenses, arising out of or in any way connected with (i) Your Member Content and/or (ii) Your non-compliance with the terms of the Agreement concluded with Denizen (in particular claims of owners).
17. Changing these terms
Denizen might, at any time, change these terms. Denizen will notify members via E-Mail and via publishing of the updated terms on the App. Notifications will happen at least two weeks in advance of any changes taking effect. If the user does not state any written objections (e.g. via email) within two weeks after being notified, the changed terms will become effective on the day that was determined in the notification. In case of written objection received on-time, Denizen is entitled – taking into account the legitimate interest of the member – to cancel all existing contracts with the member. Cancellation will take effect at the same time the new terms are becoming effective and the user account will be locked. You cannot derive claims from that, in particular no claims of compensation against Denizen (or its subsidiaries).
18. Individual Agreements
Individual agreements shall prevail over these Terms. The content of such individual agreements shall in each case be confirmed by both Denizen and you in writing (it being understood that e-mail shall suffice).
19. Controlling Law and Jurisdiction
The use of the App and contesting of the validity, enforceability and termination of any Agreement are subject to German law and the jurisdiction of the courts of Berlin.
20. Contacting Denizen
If you have any questions about these Terms, please contact Denizen at email@example.com.