• Basic/Premium Membership
• Commercial Membership

Twinity

Twinity Terms of Service – Commercial Membership

Welcome to Twinity!

Twinity is a virtual environment unlike any other. So before you enter and start your commercial activity, please take a couple of minutes to read these Commercial Terms of Service. This will help you better understand the commercial use of Twinity and learn what you can and cannot expect from Twinity.

Twinity is provided to its members by Metaversum GmbH (hereinafter referred to as Metaversum), subject to these Commercial Terms of Service including all policies linked to from these Commercial Terms of Service. An overview of these policies is provided in Sect. 27 with a corresponding hyperlink. Terms and conditions of the members do not become part of the contract unless Metaversum GmbH has accepted them in written form.

Questions which can arise regarding the internet connection, the connection with Twinity, or third party software (browser, operating system, drivers, etc.) are not the subject matter of these Commercial Terms of Service as these are not provided by Metaversum GmbH.

Beta warning: Please note that Twinity is currently in a beta phase. This means that Twinity is not a finished product. The beta phase serves the purpose of testing and enhancing Twinity and its features with your help. Do not expect that all features will stay as they currently are. Also be prepared that any content you create during the beta phase may be lost once Twinity goes live, i.e. once the beta phase ends.

At a glance

§ 1 Introduction to Twinity, its basic terminology and your commercial activities

1.1 Twinity is a 3D virtual environment with related 2D services. It is a simulated space accessible for and inhabited by real persons who have signed up to Twinity, the Twinity members, represented by their avatars.

1.2 Twinity is, to a great extent, shaped by the Twinity members, their actions, works, communications, and desires.

1.3 Twinity's indoor places such as clubs, shops, and other commercial places or private apartments are private places of the Twinity member who is their respective real estate owner, provided in a basic form by Metaversum and modified by the real estate owner. The real estate owner may restrict access to his or her indoor places.

1.4 Twinity's outdoor places will generally be inspired by real-world locations and will generally be public, i.e. open to all Twinity members. Outdoor places may be but are not necessarily accurate and true to the originals.

1.5 Twinity's 3D virtual environment is simulated by the Twinity technology, software installed locally by the Twinity member (Twinity client), as well as servers and software which run on these servers at Metaversum (Twinity servers).

1.6 Twinity's content is everything you see or hear in Twinity, such as indoor places, outdoor places, items, or communication.

1.7 Basic membership in Twinity is free and for non-commercial purposes only. Some services, actions, or features may only be available as special features, for which you have to pay. You expressly acknowledge that any commercial activity requires a commercial membership. The commercial membership governs and admits the commercial use of Twinity. Metaversum therefore assumes that the holder of a commercial membership is not a consumer.

1.8 You are aware and acknowledge that upon acquisition of a commercial membership, only Metaversum's prohibition of the commercial use of Twinity as a basic or premium member will be abrogated. This means that you are aware and acknowledge that in case Metaversum issues a commercial membership and you become a commercial member, this does neither dispense you from obtaining a permit, license or registration you may require from a governmental body (e.g. governmental permits regarding business registrations, third party permits to use music within Twinity), nor legalize any activity which might be illegal under applicable law regulating the commercial activity in the real world. You further agree to respect all applicable legal rules relating to your commercial activity in Twinity, including competition law. Please read Sections 16 through 20 carefully for important information with respect to copyright and other third party rights.

§ 2 Possible risks of the Twinity environment for commercial activities; holding Metaversum harmless

2.1 You are aware that Twinity is a 3D virtual environment with related 2D services. It is a simulated space accessible to and inhabited by real persons who have signed up to Twinity, the Twinity members, represented by their avatars. Thus Twinity is to a great extent shaped by the Twinity members, their actions, works, communications, and desires.

2.2 You expressly acknowledge that the virtual environment, by its very nature, is subject to perpetual changes which could be of potential risk for any commercial activity in Twinity.

2.3 You acknowledge and agree that in case you do not comply with any of your material obligations under these Commercial Terms of Service, you will indemnify Metaversum in full. Material obligations include, but are not limited to, any infringement of Sect. 12, and Sect. 16 through 20 of these Commercial Terms of Service. You also acknowledge and agree to hold Metaversum harmless of any loss Metaversum suffers from such non-compliance.

§ 3 Who is Metaversum and what do we do?

3.1 Metaversum is the creator of Twinity and the provider of the Twinity technology and related services.

3.2 Twinity members enjoy a high level of freedom in their action (see Sect. 4 for limitations of this freedom). Also as a commercial member you may be exposed to content or actions you may find offensive, or objectionable. Metaversum does not generally control, regulate or pre-screen content made available by Twinity members or the actions performed by Twinity members. Therefore, Metaversum has very limited control over the quality, accuracy, morality, legality of various aspects of Twinity. Metaversum may, however, take appropriate action against Twinity members who disturb Twinity, especially by not respecting their obligations (see Sect. 4).

3.3 Metaversum may, without prior notice, change aspects of Twinity to the extent as determined in Sect.8, insert content or delete content originally inserted by Metaversum to the extent as determined in Sect. 8. In certain cases, Metaversum may have to delete content inserted by Twinity members without prior notice, especially content which is contrary to Sect. 4.

3.4 Metaversum is not a party to your agreement with any party that provides software, products, or services to you in connection with Twinity.

§ 4 You and your commercial activity in Twinity

4.1 In order to have access to commercial use of Twinity, you must sign up for Twinity and become a Twinity commercial member. Some elements of Twinity, especially 2D services related to Twinity, may be available to the general public without requiring you to sign up. In order to become a commercial member, you must acquire a commercial membership from Metaversum, which will allow you to use Twinity commercially within the scope of the terms and conditions of these Commercial Terms of Services.

4.2 By signing up to Twinity on behalf of a legal entity, you expressly declare that you are duly authorized to represent this legal entity. Natural persons must be of legal age in their country of residence to become a Twinity member. Therefore, you also must be of legal age to acquire a commercial membership and to become a commercial member. By acquiring a commercial membership from Metaversum, you expressly confirm that you are of legal age in your country of residence.

4.3 You acknowledge and agree that you are solely responsible for all your actions in or related to Twinity as a Twinity member, but also especially as a Twinity commercial member. You are always required to respect all applicable legal rules, including statutory law and these Commercial Terms of Service. Please consult the list of content and actions which are generally illegal which gives some examples.

4.4 You agree to follow the Rules communicated to the Twinity members by Metaversum.

4.5 In outdoor places and all other public places, your actions must not be indecent, offensive, or immoral by the standards of your place of residence or by the standards of the real world place which is simulated, such as the standards of public safety and of public order. For example, if your place of residence is New York, and your avatar is in a part of Twinity simulating, you have to respect the standards and laws of both New York and Berlin. Please consult the list of content and actions which are generally not acceptable (Sect. 16.6), which gives some examples.

4.6 In indoor places and all other private places, your actions must not be contrary to the rules provided by the respective owner. The obligations provided in Sect.4.4 remain unaffected.

4.7 You will refrain from any other activity which is an obstacle to Twinity, or to an enjoyable Twinity experience, and follow the instructions of Metaversum, its employees, assistants, and vicarious agents, including administrators and moderators of Twinity and its forums.

4.8 You acknowledge and agree to only access Twinity through the Twinity client or the 2D web interface provided by Metaversum.

4.9 You shall comply with all your other obligations under these Commercial Terms of Service (see especially Sect. 12).

§ 5 Twinity key elements

5.1 You can purchase an indoor place, and other items, from Metaversum. Items in Twinity may decay. Please refer to the respective items description.

5.2 In order to become a real estate owner, you have to purchase an indoor place from Metaversum or another Twinity member. Please refer to the Indoor Place Requirements page to see if you are eligible to become an owner.

5.3 You acknowledge and agree that Metaversum may have to remove your indoor place from you, especially in the event that a third party claims prior rights. A removal will however only occur, if the third party gives reasonable evidence of its prior rights. In this event, Metaversum will suggest you an adequate alternative and equivalent indoor place at no cost, or reimburse you at your choice. Any termination right provided in these Commercial Terms of Services remains unaffected.

5.4 The real estate owner is responsible for all content and other action within his indoor place. He can enforce his own rules.

5.5 Globals are a feature of Twinity simulating an inworld currency, but not a real currency. Metaversum may sell globals, but is not obliged to redeem globals for real currency or any other monetary value. The possibility to trade globals may be or become restricted to premium members and / or commercial members or open for all Twinity members at the sole discretion of Metaversum.

5.6 Metaversum may offer services that help you selling globals to other Twinity members for real money. Special terms may apply for such services. Metaversum decides in its sole discretion whether to maintain, discontinue, or modify such services.

5.7 Do not rely on the value of globals. While Metaversum considers an 'inworld economy' an exciting part of Twinity, inworld economies of virtual worlds are in an early stage. Metaversum may, therefore, modify the economic system. New findings about economic mechanisms within Twinity, new legal framework, or other events within or outside Twinity are likely to make Metaversum modify economic parameters. Metaversum may decide in its sole discretion which amount of globals (if any) new Twinity members receive upon registration, or the price for which globals can be bought from Metaversum.

5.8 When transferring items from an indoor place to an outdoor place, please note that different rules may apply (see Sect. 4).

5.9 Indoor places, globals, and other items in Twinity are not 'goods', 'property' or 'real estate' as defined by law. In case you are 'buying' indoor places (and are referred to being a 'real estate owner'), globals, or other items, you do not become the owner as defined by law, but the seller grants you a limited license, subject especially to these terms and conditions, irrespective of the terminology used. Notwithstanding any other stipulations and rights of Metaversum, such a license ends when the contract between you and Metaversum ends, especially upon termination. Your indoor places, globals, and other items forfeit, unless otherwise provided hereinafter.

5.10 Metaversum may offer the option to have your identity authenticated. Authenticated avatars will be highlighted as such. Please refer to the dedicated authentication page to see which measures ensure authentication. Metaversum would like to point out that such authentication can never exclude manipulations and discourages all Twinity members from relying on such authentication in important matters.

5.11 Notwithstanding any other language or context to the contrary, as used in these Commercial Terms of Service and throughout Twinity in the context of the transfer of globals, items or other content, the term 'sell' means 'to transfer for consideration to another Twinity member the licensed right to use globals, items, or other content in accordance with these Commercial Terms of Service', the term 'buy' means 'to receive for consideration from another Twinity member the licensed right to use globals, items, or other content in accordance with these Commercial Terms of Service', and the term 'own' means 'to hold for consideration from Metaversum (directly or through another Twinity member) the licensed right to exercise the rights ascribed to an 'owner' in these Commercial Terms of Service, subject to these Commercial Terms of Service and all limitations contained therein, including but not limited to Metaversum's right to terminate such license according to these Terms of Service'. The terms 'buyer', 'seller', 'owner', 'sale', and 'purchase' and similar terms have corresponding meanings.

In detail

§ 6 Signing up

6.1 You can become a Twinity commercial member by signing up for a commercial membership. An account can be created on www.twinity.com. You are obliged to sign up for a commercial membership if and when you decide to start any commercial activity in Twinity.

6.2 Signing up for a commercial membership requires you to fill in a registration form and to submit various information.

6.3 By filling in the registration form for commercial membership, you submit a binding offer to enter into a contract regarding the commercial usage of Twinity (the commercial member offer). All fields of the registration form that are marked as being 'required' have to be filled in. Any statement you submit through the registration form must be complete and correct.

6.4 The contract between you and Metaversum is concluded when Metaversum accepts the commercial member offer, either by declaring acceptance explicitly, otherwise by commencing to fulfill.

6.5 Metaversum will promptly confirm the reception of the commercial member offer by email sent to the email address submitted by the commercial member. This confirmation is not a binding acceptance of the commercial member offer. The confirmation can, however, be sent together with such acceptance.

6.6 You become a Twinity commercial member once Metaversum has accepted your commercial member offer and granted you a commercial membership. Metaversum can decide at its sole discretion whether or not to accept your commercial member offer and to grant you a commercial membership.

6.7 In accordance with the Rules, an individual may create several accounts. Accounts held by the same individual must not communicate or interact with one another (prohibition of pushing). It is especially prohibited to use one account to give advantages to another account held by the same individual, for example by transferring items, assets, or inworld currency (globals) from one account to another account or to rate or recommend one account with another account held by the same individual.

6.8 Once your commercial account has been created, you may participate in Twinity as a commercial member by launching the Twinity client and logging in.

Instruction on your right to withdraw:

You can withdraw the commercial member offer as well as the purchase of a premium membership or premium features in text form (e.g. letter, telefax, email) within two weeks. You do not have to give any explanation for this. The time limit starts when you have received this instruction on your right to withdraw in written form, but not before the conclusion of the contract and not before Metaversum has fulfilled its informational obligations under Sect. 312c (2) 1 BGB, Sect. 1 (1), (2), (4) BGB-InfoV as well as its obligations under Sect. 312e (1) 1 BGB, Sect. (3) BGB-InfoV. It is sufficient to send the withdrawal within the time limit.

Please send your withdrawal to:

• Metaversum GmbH
• Rungestrasse 20
• D-10179 Berlin Germany
• Phone: +49 (0) 30 847 12 25 0
• Fax: +49 (0) 30 847 12 25 29
• Email: stop@twinity.com

When withdrawing via email, your name as well as the words 'withdrawal' or 'Widerruf' have to figure in the subject line.

In case of a valid withdrawal, both parties have to give back the services they have received and to restitute the benefits based on the use of the other party, along with usage, if applicable. If you are not able to completely give back the services or if you can only give them back in part or only in deteriorated condition, you are obliged to pay compensation to this extent, as the case may be. This means that payments may not be completely reimbursed if you have enjoyed benefits based on the use of the services before the notice of withdrawal.

The right to withdraw ends prematurely if the contract has been completely fulfilled by both parties upon your express demand before you have exercised your right to withdraw. This is to be assumed if you have used Twinity, the commercial membership and/or special features and have fully paid.

End of instruction on your right to withdraw

§ 7 Access to Twinity through the Twinity client; auto update

7.1 Twinity may only be used through the Twinity client or with tools specifically provided or approved by Metaversum ('prohibition of non-authorized scripts'). It is strictly prohibited to alter or modify the Twinity client, as any such action potentially interferes with Twinity and may severely affect other Twinity members. It is also prohibited to decompile or reverse engineer the Twinity client without Metaversum's prior consent. If you feel you have the right to decompile the Twinity client in order to exercise your rights under statutory law or these Commercial Terms of Service, please contact Metaversum.

7.2 You are not allowed to use programs which might cause an excessive load on the Twinity server. Software which systematically or automatically performs commands or functions within Twinity (such as bots or macros) as well as software which may be used to reproduce or analyze Twinity, elements of Twinity, or any Twinity content (save for the respective Twinity member's own content), is prohibited.

7.3 The Twinity client may be updated from time to time by automatically connecting to a peer-to-peer updating service. You acknowledge that you have to enable such auto-update in order to continue to use Twinity.

7.4 Metaversum is not responsible for any software used with or in connection with Twinity other than the Twinity technology.

§ 8 Technical and commercial limitations; changes; availability

8.1 Unless otherwise provided for in these Commercial Terms of Service, Twinity is offered to you on an ‘as is‘ and ‘as available‘ basis.

8.2 Metaversum offers the Twinity members to participate in Twinity over the internet subject to technical and commercial limitations as defined below.

8.3 Technical and other requirements for Twinity (‘specifications‘) are outlined on the Twinity website. As several hardware and software components, which may affect the functioning of Twinity, such as the setup and configuration of the operation system or hardware drivers, are numerous and subject to change beyond Metaversum's knowledge or control, such specifications cannot be accurate and complete at all times. You should never rely on the specifications as listed on the website when purchasing new software or hardware. When in doubt you may seek prior advice on Twinity compatibility in Twinity's forums, by asking Twinity members who are using the same component, or by contacting such component's manufacturer or retailer. Metaversum does not assume any liability for such third party advice. Metaversum will use commercially reasonable efforts to answer specific questions with regard to compatibility.

8.4 Twinity changes every day. Twinity members constantly add, delete, or modify content. Metaversum may update, adapt, extend, and change Twinity at any time, aiming to maintain an enjoyable experience for a maximum number of Twinity members, but at its sole discretion and without prior notice. Therefore, you are granted a right of use only for the then current version. Content which you have purchased from Metaversum, such as indoor places, will not be deleted (save for cases listed in Sect. 5.2, Sect. 16 or upon termination according to Sect. 11).

8.5 Metaversum reserves its right to cease operation of Twinity at any time, without giving reasons or prior notice. If you have made payments in advance (for example in order to acquire a commercial membership or to become premium member), you will be reimbursed. Any other claims are excluded unless otherwise provided for in these Commercial Terms of Service.

8.6 Metaversum undertakes to assure an availability of Twinity of 90% (ninety percent) as a yearly average. Periods during which the Twinity servers are not available over the internet because of technical or other problems outside Metaversum's influence (such as force majeure or third party's fault) and periods during which routine maintenance works are carried out are excluded from this. Metaversum's liability for an unavailability of Twinity due to intentional or gross negligent behaviour remains unaffected. Metaversum may restrict access to Twinity if required for network security, maintenance of network integrity, the prevention of severe malfunction of the network, the software, or stored data.

§ 9 Access to these Commercial Terms of Service; changes and further notices; contacting you

9.1 By signing up for a commercial membership and using Twinity commercially, you accept these Commercial Terms of Service for the commercial use of Twinity as binding. Each login to Twinity is subject to these Commercial Terms of Service. The Commercial Terms of Service can be printed or saved on storage media before signing up for a commercial membership.

9.2 You acknowledge and agree that Metaversum may make changes to the Commercial Terms of Service (including amendments) at any given time, for the future, if this should prove necessary (especially in order to reflect changes in Twinity or changes in the legal framework for Twinity, such as new legislation or case law) and if you are not disadvantaged contrary to good faith.

9.3 You will be notified of these changes to the Commercial Terms of Service in appropriate text form (possibly via email). Metaversum will notify you on the Twinity websites, when launching the Twinity client or via email. Changes to the commercial Terms of Service will always be highlighted upon your first login after the changes or amendments have been made.

9.4 You can contradict the changes to the Commercial Terms of Service after the information relating to the notification of the changes and the possibility of taking notice of such information within a time period of two weeks following receipt of the information. It is recommended to you to submit your contradiction in writing (for example via email) to Metaversum for evidence reasons.

9.4.1 The changes to the Commercial Terms of Service become binding to you in the event that you continue to use Twinity and you do not contradict within the aforementioned time period.

9.4.2 Metaversum will inform you about the possibility to contradict and the legal consequences, especially the legal consequences of a lack of contradiction when notifying you about the changes to the Commercial Terms of Service.

9.4.3 If you contradict in time, each party (i.e. you and Metaversum) may terminate the contract with one month prior notice unless termination is possible at any time according to Sect. 11.2. Until termination, the Commercial Terms of Service in their former version will govern your relationship with Metaversum. In this event, payment for services which may already have been made for periods of time after the termination having effect are reimbursed pro rata temporis. You do not have any other claims against Metaversum.

9.5 Unless otherwise provided in these Commercial Terms of Services or other agreements with you, Metaversum will usually communicate with you via email. You shall make sure that you receive all emails sent by Metaversum to the address you have submitted to Metaversum in the member offer, or at a later date. You will especially configure the spam filter accordingly and regularly check all incoming email under this address. Metaversum may choose any other appropriate means of communication.

§ 10 Tariffs, payment conditions, late payment

10.1 You can access Twinity upon creation of an account (see above Sect. 6). There are three different membership types in Twinity: basic membership, premium membership and commercial membership. Basic membership is free. However, you will not have access to all services, actions, and features of Twinity through the basic membership. You have to pay on a regular basis (subscription) for premium membership and commercial membership.

10.2 Metaversum may offer you the possibility to get access to payable special features, especially services or features or to the possibility to perform actions which are not available otherwise. Premium membership and commercial membership give you access to various special features. Other special features may be acquired separately, and may or may not be restricted to Twinity members who do hold a premium membership or a commercial membership. Details on which special features are offered at which tariff, which functions and requirements they have, and which special features are included in the premium membership and / or in the commercial membership can be learned from the Twinity website. Payments for special features requiring a one-time fee are payable when ordering such special features. Payments for subscriptions (e.g. for indoor spaces) are payable on a monthly basis. The subscription will renew automatically if you do not cancel it according to Sect. 11.3.

10.3 Twinity is constantly undergoing development. Special features may therefore be added or removed or offered in the basic membership at any time, or features of the basic membership may become special features without prior notice.

10.4 In case you have made payments for special features for a period of time in the future, and cannot make use of these, because they are no longer offered and / or are offered in the free basic membership as well, you may terminate the subscription for the special features with immediate effect and you will be reimbursed pro rata temporis. You do not have any other claims. In the event that you have been notified and had the possibility to read the notification on the changes to the special features, and you did not terminate the subscription of the special features, latest with effect on the date of implementation of the changes relating to the special features, but continue to use Twinity, you may no longer terminate the subscription with immediate effect. Any other termination rights provided in these Commercial Terms of Services remain unaffected.

10.5 Metaversum will inform you about the possibility to terminate the special features and the legal consequences, especially the legal consequences of a lack of termination when notifying you about the changes to the special features.

10.6 Metaversum can ask for advance payment for the fees of the commercial membership (see above, Sect. 10.1) or special features (see above, Sect. 10.2). These fees are due upon conclusion of the contract relating to commercial membership or the special features and will be collected by Metaversum using the form of payment chosen by the Twinity member. The amount to be collected will be referred to as 'Twinity' or 'Metaversum', or may be referred to as a payment processing partner's charge on behalf of Metaversum, on the credit card / debit card / bank account statement.

10.7 Metaversum may, at any time, temporarily or permanently, introduce new products, services or forms of payment.

10.8 Metaversum may make price changes for subscriptions at any given time with a notice period of six weeks. Prices for special features which require a one-time payment can be changed at any time without prior notice. Notice on price changes for subscriptions is given by letter of indication, on the Twinity website, or via email.

10.8.1 The price changes for subscriptions become effective if you do not contradict within six weeks upon receipt of this notice.

10.8.2 Metaversum will, in the notification about the price changes for subscriptions, inform you about the possibility to contradict and terminate and the legal consequences thereof, especially the legal consequences of not contradicting.

10.8.3 If you contradict in time, each party (i.e. you or Metaversum) may terminate the contract with one month prior notice, unless termination is possible at any time according to Sect. 11.2. Until termination, the former tariffs stay valid. Payments for services which may already have been made for periods of time after termination are reimbursed pro rata temporis. You do not have any other claims.

10.9 In the case of late payment, Metaversum is entitled to ask an interest rate of 5% above the then current base rate. In case of late payment, Metaversum is also entitled to disable special features for you and to deactivate your accounts for the duration of the delay or suspend your rights derived from a commercial membership. For the period that an account or the special features are deactivated or the rights from the commercial membership are suspended, you do not have to pay the respective subscription fees. However, you have to pay Metaversum a processing fee for deactivating the account, informing you about the deactivation and for reactivating the account or creating a new account upon full payment. The processing fees are listed on www.twinity.com. You may prove that no damage or only a substantially lower damage has been caused.

10.10 In case you cause reversal debits and / or cancellation fees for the cancellation of debits through your fault, or a lack of backing of your bank account, you shall reimburse Metaversum for any such cancellation fees and costs.

10.11 Metaversum shall have the right to debit these cancellation fees and costs, along with the original fees, from your account. If payment of the fees is made through debit or through credit cards and reversal debits occur, Metaversum charges a service fee of EUR 15.00 per debit / credit card transaction plus banking fees. You may prove that no damage or only a substantially lower damage has been caused.

10.12 You may only offset claims if you have a claim against Metaversum which Metaversum has not disputed or which has been declared legally binding by court decision. You may only withhold payment if you have a claim against Metaversum which has its origin in the same contractual relation.

10.13 You are not entitled to assign your claims against Metaversum to a third party.

§ 11 Term, termination

11.1 Any contracts between you and Metaversum are entered into for an unlimited period of time, unless otherwise provided for in the offer or these Commercial Terms of Service.

11.2 Each party has the right to terminate the contract at any time with immediate effect, if no limitation of the usage period has been agreed upon. Subscriptions are contracts which are generally entered into for a limited period of time, but renew automatically if you do not cancel them according to Sect. 11.3.

11.3 In case the contract has been agreed upon for a limited period of time (cf. Sect. 11.2), the contract automatically renews for the same period of time unless the subscription or the contract has been terminated in time with a period of 14 days (unless another termination period has been foreseen in the contract), effective upon the end of the term. No reasons have to be given for such termination.

11.4 The parties remain free to terminate the contract for important reasons at any time.

11.5 In case Metaversum is responsible for a termination of the contract for important reasons, you will be refunded for any payments you have made for a given period of time (especially for commercial membership, premium membership, and subscription-based special features, but not for globals or other special features with a one-time payment) for the period after the termination becomes effective. You do not have any other claims, unless otherwise provided in these Commercial Terms of Service.

11.6 Metaversum may terminate the contract especially for, but not limited to, the following reasons:

• You are late in paying fees of at least EUR 5.00, despite two reminders
• You culpably breach any legal rule, these Commercial Terms of Service, or the Rules, and such breach remains uncured despite written notice (possibly via email); a written notice is not required in case of a severe contravention, i.e. when it would be unreasonable that Metaversum remains bound by the contract
• You have not used your account for six months despite a reminder

11.7 Cases in which it would be unreasonable that Metaversum remains bound by the contract generally include:

• You are not of legal age
• You violate criminal law
• You violate the ìprohibition of pushingî (see Sect. 6.7 above)
• You violate the prohibition of non-authorized scripts (see Sect. 7.1 above)
• You provide incorrect information upon registration (in the form of the member offer or in the form of the commercial member offer, see Sect. 6) or when purchasing or paying additional features (see Sect. 10.2)
• You violate Sect. 4.3
• You violate Sect. 4.5
• Your further participation is likely to cause harm to Twinity, Metaversum, or other Twinity members.

11.8 In case Metaversum rightfully declares the termination for important reason, Metaversum is entitled to claim 75 % percent of all fees which you would have had to pay for the rest of the term. You remain free to prove that no or only substantially lower damages were suffered.

11.9 If there is no option to terminate the contract within Twinity, the termination has to be declared in written form. A termination for important reason can only be declared in written form. Email is sufficient.

§ 12 Principal obligations

12.1 Your principal obligation is to pay the fees, unless you use the basic membership (see above Sect. 10.1). Another principal obligation is to correctly and completely submit all data which Metaversum rightfully requests upon entering into the contract, or in the course of the contractual relation with you. Therefore, when signing up, you declare that the information relating to you or other facts relevant for the contract (especially age, address including country of residence, bank or credit card details, company name, URL of your company's homepage including all contact and other details required by law) and which you provide in the member offer or upon conclusion or during the course of the contractual relation are accurate, complete and correct. You will inform Metaversum about any changes to these information without undue delay. Upon request, you shall confirm the data to Metaversum.

12.2 You shall respect the Rules. In case of continued breach of the Rules despite reminder or severe breach of the Rules (cf. Sect. 11.6), Metaversum may cease all services and deliveries immediately and without granting a deadline, and terminate the contract with immediate effect.

§ 13 Third party software

13.1 Metaversum is not liable for damages or loss of data on your computer which is caused by the installation of software which does not origin from Metaversum.

13.2 Metaversum provides the Twinity client and supporting libraries. Metaversum does not provide or install any other software which may be required on your local computer, such as the operating system, or hardware drivers, if applicable. It is your responsibility to maintain the computer in a state which enables the use of Twinity (see also above, Sect. 8). Metaversum therefore does not provide technical support for the installation of software required on your local computer.

§ 14 Access data

14.1 You shall keep all access data for Twinity (login, passwords etc.) strictly confidential. You will promptly inform Metaversum if you learn or suspect that an unauthorized third person is in possession of the access data. Please do this in written form, e.g. via email.

14.2 In case Metaversum has reason to believe that an unauthorized third party is in possession of access data, Metaversum may, without assuming any responsibility to do so, and always acting at its sole discretion, change the access data without prior notice or block the respective account. Metaversum will promptly inform the rightful Twinity member and will, upon request, communicate the new access data to him or her without undue delay. You cannot claim to have your initial access data restored.

14.3 If a third party uses your Account after he has come into possession of your Access Data because you have not sufficiently protected your Access Data from third party access, such third party access shall be considered as an access by yourself due to the risk of lack of clarity which you have caused with regards to who has acted under your account and therefore may be held liable for any contractual or other legal claims.

14.4 Passwords should regularly be changed for security reasons.

14.5 You are solely responsible for the use of your account.

14.6 You must not use the account or access data of another member.

14.7 Metaversum will never ask you for your password. You should never disclose your password to any third person.

§ 15 Viruses; malicious code; backups

15.1 Metaversum protects its systems against viruses and other malicious code. However, you acknowledge that virus infections and malicious code can never be completely ruled out. It is your responsibility to protect all data stored on your computer against unauthorized access, and against data loss. Suggested measures include encoding of confidential information, using a different partition of the hard disk or another hard disk for confidential information, and regularly backing up valuable data.

15.2 You acknowledge that you should never rely on Twinity to store valuable data, but keep local backup on any and all valuable information you may submit, upload or store in Twinity.

15.3 Unauthorized third parties may send emails under the name of Metaversum, without Metaversum's knowledge or consent, and such emails may contain viruses, spyware or links to web content which, in turn, contains viruses, spyware, or other malicious code. Metaversum cannot prevent such behavior. You will, therefore, check all incoming email send by or under the name of Metaversum, or other Twinity members, for viruses and malicious code prior to opening them.

§ 16 Twinity content, actions in Twinity

16.1 A large portion of Twinity's content is generated by Twinity members. Such content may include items (such as clothes, or vehicles), modifications of indoor places (furniture, pictures, or other decoration), descriptions, reviews and ratings of other Twinity members or their content, the Twinity member's avatars including their names, or media content made available by Twinity members (such as music, videos, pictures and text). You acknowledge that Metaversum and other Twinity members have rights in their respective content under copyright and other legal provisions, and that such rights are not licensed to you by signing up to or using Twinity. You are responsible and liable for your use of any content in violation of any such rights.

Please note: You acknowledge and agree that any content infringing copyright or other third party rights as well as content which is contrary to these Commercial Terms of Service may be deleted by Metaversum, even if you have bought or otherwise acquired such content from a third party in good faith.

Metaversum will inform you prior to such deletion, unless there are special circumstances which, after the interests of both parties are weighed, justify immediate action without prior notice.

Please consult Sect. 20 for details on the notification system.

16.2 For all content you make available via Twinity and for all actions you perform in Twinity, you will respect the guidelines (see Sect. 4 above). You agree that when making content available through Twinity, you will not do this expecting any form of compensation from Metaversum.

16.3 You will be solely responsible to obtain all permits and licenses you may require from third parties to make content available or perform actions in Twinity, for example to use copyright-protected content or to pursue activities which require government permission (such as certain financial services).

16.4 You must not abuse the possibility to upload content, including reviews and ratings. This means especially: Comments, especially descriptions, reviews and ratings of other Twinity members and their content and actions shall be fair and objective. They must not be taunting or misleading. You must not upload reviews or ratings for which you directly or indirectly receive any payment or other advantages. It is especially prohibited to sell, buy or trade reviews and ratings. You must not yourself or through third parties rate your own content or actions.

16.5 In case of doubt, you shall promptly remove any content or information, including descriptions, reviews and ratings, and discontinue any action, to which Metaversum has objected.

16.6 Metaversum may also remove such content on its own, and prevent such actions. Metaversum may especially delete any content and prevent actions, in whole or in part, which give reason to assume a breach of these Commercial Terms of Service, of the Rules or of applicable law, for example information which falls in one of the following categories:

Actions and content which are generally illegal (not exhaustive)

• Content or actions using any terms or marks, names, pictures, videos, music, games, computer programs, or other material protected for third parties.
• Content or actions infringing on any applicable laws and other legal rules with regard to youth protection, data protection, protection of personality rights, protection against insults, and public decrial.
• Content or actions that are false or misleading or promoting illegal activities.
• Usage of account names or email addresses of other Twinity members without their prior consent for sending unsolicited emails, promotional messages or other commercial purposes; sending junk emails, chain emails, and unsolicited bulk emails, instant messages, spimming and spamming, soliciting other Twinity members to disclose personal information for commercial or illegal purposes, or to disclose access data.
• Content or actions promoting or endorsing criminal activities or containing instructions for criminal activities, including but not limited to information on the production or purchase of arms, child pornography, fraud, drug trafficking, gambling, stalking, spying on trade secrets.

Actions and content which are generally not acceptable (not exhaustive)

• Content or actions of racist, offensive, molesting, insulting, threatening, obscene, hateful, invasive of another person's privacy, defaming, libellous, political extremist, violent, pornographic, sexist, harmful to underage persons, or of a touting nature.

16.7 Content deleted according to Sect. 16.6 will not be restored by Metaversum.

16.8 Metaversum may also exclude you from further use of Twinity and, in case of repeated infringements of the aforementioned prohibitions despite warning notice, terminate your account with immediate effect. Metaversum reserves the right to exercise its further rights, especially to claim damages.

16.9 You will inform Metaversum in case you learn about an abuse of Twinity by other Twinity members or third persons, such as making accessible or sending content or performing actions violating Sect. 16.6. To ensure effective measures, Metaversum requests such information in written form (e.g. email).

16.10 Metaversum does neither endorse nor approve of actions performed or content made available by the Twinity members.

16.11 Metaversum does not generally control the content or actions in Twinity, especially not before they go live (see Sect. 3.2 above). In case Metaversum learns that content is illegal, it will be deleted promptly. Please consult Sect. 20 for details.

16.12 Metaversum disclaims of any liability or warranty with respect to cntent made available or actions performed by Twinity members, especially their accuracy, completeness, and reliability.

16.13 Your account is only a license to use Twinity, regardless of intellectual property rights you may have in content you create or otherwise own and which may be stored on your account. In other words, while you hold all intellectual property in your content and can use it outside Twinity at your sole discretion, you do not own your account.

§ 17 Copyrights and other third party rights

17.1 Metaversum may offer you the possibility to upload content to Twinity. Metaversum acknowledges that, subject to the terms and conditions of these Commercial Terms of Service, especially Sect. 18 hereunder, you will retain any and all applicable copyrights and/or other third party rights (e.g. trademarks, rights to one's name, rights to one's picture) with respect to any content you have created to the extent you have such rights under applicable law, provided you declare being the owner of such rights under applicable law by using the designated tools within Twinity.

Please note: Using the designated tools to declare the existence and the extent of any existing copyrights or third party rights is essential in the Twinity environment to inform Metaversum and other Twinity members about any existing ownership and the extent of such rights. Only if Metaversum and other Twinity members are aware of your ownership and the extent of such rights you may expect Metaversum and other Twinity members to respect your copyrights and/or other third party rights.

17.2 You are aware and expressly acknowledge that the protection under any and all applicable and existing copyrights and/or other third party rights may exhaust upon the use of such copyrighted work or work which is protected by other third party rights within the Twinity environment. In particular, your rights may exhaust if you sell or otherwise transfer protected content in Twinity to other Twinity members or Metaversum (cf. Sect. 18.1).

17.3 You further understand and agree that:

(i) you are solely responsible for understanding all copyright, patent, trademark, trade secret and other intellectual property or third party rights or other laws that may apply to your content hereunder;

(ii) you are solely responsible for, and Metaversum will have no liability in connection with, the legal consequences of any actions or failures to act on your part while using Twinity, including without limitation any legal consequences relating to your copyrights and/or other third party rights.

§ 18 License

18.1 You acknowledge that by submitting your content to any area of Twinity, you automatically grant - and you represent and warrant that you have the right to grant - to Metaversum a royalty-free, worldwide, perpetual, non-exclusive right and license to reproduce, make available and distribute your content within Twinity. This license can be revoked as far as you can delete your content within Twinity. This generally means that as you can delete content which is in your possession, but not content which you have handed over to any other Twinity member, you can no longer revoke such license for content which you have handed over to other Twinity members (i.e. your rights to revoke the license are exhausted).

18.2 You acknowledge that by submitting your content to any area of Twinity, you automatically grant - and you represent and warrant that you have the right to grant - to Metaversum a royalty-free, worldwide, perpetual, non-exclusive right and license to use and reproduce and to authorize Metaversum to use and reproduce any of your content in any or all media for marketing and/or promotional purposes in connection with Twinity. Metaversum may grant sub-licenses. In the event that content in which you hold the copyright or trademark or similar rights appears publicly in material under the control of Metaversum, and you provide written notice to Metaversum of your desire to discontinue the distribution of such content in such material (with sufficient specificity to allow Metaversum to identify the relevant content and materials), Metaversum will cease its distribution of such content within a reasonable timeframe following the receipt of such notice, unless applicable legal provisions or principles (such as fair use or exhaustion) give Metaversum a right to use such content without your consent. Metaversum will take commercially reasonable efforts, but cannot provide any assurances regarding materials shipped or distributed prior to the receipt of such notice.

18.3 You expressly acknowledge that you cannot derive any rights against Metaversum from the use of your content under clause 18.1 and 18.2.

§ 19 Use of graphical material; trademark usage

19.1 You may use Twinity according to the Terms of Service and all policies as set forth in Sect. 27. However, these Terms of Service do not grant you any other right to use trademarks, or graphical material which originates from Twinity inside or outside of Twinity.

19.2 You agree to review and adhere to the Trademark Guidelines under section 27 if you want to use a trademark.

§ 20 Third party rights infringement notification system

20.1 Metaversum are the creators of Twinity and the providers of the Twinity technology and related services. Twinity members enjoy a high level of freedom in their action. As a result, you may be exposed to content or actions you may find offensive, or objectionable. Metaversum does not generally control, regulate or pre-screen content made available by Twinity members or the actions performed by the Twinity members. Therefore, Metaversum has very limited control over the quality, accuracy, morality, and legality of various aspects of Twinity. Metaversum may, however, take appropriate action against Twinity members who disturb Twinity, especially by not respecting their obligations.

20.2 Metaversum will establish a notification system for infringements of copyrights or other third party rights pursuant Sect. 20.3 to 20.11 hereunder. You agree to comply with such process in the event you are involved in any claim of copyright infringement.

20.3 Please notify Metaversum of any illegal or infringing content in the Twinity environment which you become aware of. You are advised to submit such reports in writing via telefax or written letter to the address provided in Sect. 20.11, including a list of specified elements of the illegal or infringing content. Please do not use email for this purpose.

20.4 The notification has to comply with the Notification and Counter-Notification Guidelines.

20.5 You already agree to affirm your statements in lieu of oath if and when this becomes necessary to provide Metaversum with sufficient proof that the alleged infringement has taken place.

20.6 When a valid notification is received, Metaversum responds under this process by recording and by removing the offending content from Twinity. Prior to recording and removing such content, Metaversum will take reasonable steps to contact the holder of such content so that a counter-notification may be filed; Metaversum will set a reasonable timeframe in which such a counter-notification has to be filed. No prior notice is required if there are special circumstances which, after the interests of both parties are weighed, justify an immediate removal. On receiving a valid counter-notification within the timeframe set by Metaversum and unless Metaversum receives notice from the notification provider that a legal action has been filed seeking a court order to restrain the alleged infringer from engaging in the infringing activity, Metaversum generally restores the content in question. However, Metaversum does not have any decision-making power in this matter, nor does Metaversum attempt to adjudicate. Ownership of copyright and other third party rights is determined in the real world legal systems. These laws are enacted by the legislative bodies of the respective countries. Metaversum has no influence over the laws, rules, processes, procedures, conditions, protections, actions or recourses associated with these laws and therefore cannot change anything about any of these laws, rules, processes, procedures, conditions, protections, actions or recourses. Relevant laws include, but are not limited to the German Copyright Act (Gesetz über Urheberrecht und verwandte Schutzrechte), the German Trademark Act (Markengesetz), and laws protecting personality rights.

20.7 To file a counter-notification, you are advised to submit the counter-notification not via email, but rather in writing via telefax or written letter to the address provided in Sect. 20.11, including all information required by the Notification and Counter-Notification Guidelines.

20.8 You already agree to affirm your statements in lieu of oath if and when this becomes necessary to provide Metaversum with sufficient proof that the alleged infringement has not taken place.

20.9 Any notifications and counter-notifications pursuant this Sect. 20 are real-world legal notices and are not part of the virtual world Twinity. For that reason, Metaversum may provide copies of documents and notices you submit under this Sect. 20 to the relevant parties (i.e. the participants in the dispute or third parties). This means especially that Metaversum may use any material provided under this Sect. 20 as a defendant in any legal dispute to which Metaversum is a party.

20.10 You are liable for damages (including costs and attorney fees) if you falsely claim that content is infringing your copyrights or any other of your third party rights. Metaversum recommends contacting an attorney if you are unsure whether inworld content is protected by copyright and/or other third party rights. Metaversum cannot provide any legal advice to Twinity members. Abusing the process as set forth in this Sect. 20, especially making false allegations or submitting false information, may result in loss or suspension of Twinity membership.

20.11 For the purpose of this Sect. 20, please contact Metaversum via telefax (+49 30 8471 225 29), sent to the attention of DMCA/UrhG Customer Services, or at

• Metaversum GmbH
• DMCA/UrhG Customer Services
• Rungestrasse 20
• 10179 Berlin
• Germany

§ 21 Claims based on defects

21.1 Metaversum grants you access to Twinity in the then current version only (Sect. 8). You cannot claim that a given state of Twinity or functional range are maintained or achieved. You acknowledge that Twinity, as any other software, can never be completely free of bugs. Therefore, Twinity can only be considered to be defective if its usability is affected severely and sustainably.

21.2 You shall document any faults in Twinity, and report them in written form along with a log of the error messages displayed. Before reporting a potential bug, you will consult the instruction and other troubleshooting tools provided by Metaversum (especially frequently asked question lists, forums and boards for troubleshooting). You will use your best efforts to support Metaversum in any attempts to debug.

21.3 You will notify Metaversum of any faults without undue delay upon discovery in written form (telefax, letter or email). Apparent faults of goods — including virtual goods — must be reported to Metaversum in written within two weeks upon receipt. To comply with this deadline, it is sufficient that the report is sent in time. If no notice has been given within this deadline, all claims based on such defects shall forfeit.

21.4 Metaversum is not liable for defects caused by external influence, faulty handling, force majeure, changes, or manipulations which are not carried out by Metaversum.

21.5 Metaversum does not assume any warranties.

§ 22 Limitation of liability

22.1 Metaversum is not responsible for damages unless they are caused intentionally or by gross negligence.

22.2 Liability for breach of a primary obligation is limited to the damage which could have been foreseen. A primary obligation is a contractual duty, the adherence to which is of special importance to the fulfilment of the contractual objective and on which the client, as a party to this contract, may legitimately rely.

22.3 The damage which can be foreseen is limited to EUR 2,500.00 per Account.

22.4 The aforementioned limitation of liability also applies for the personal liability of staff, employees, assistants, vicarious agents, contributors, representatives, organs, shareholders of Metaversum and their members.

22.5 The aforementioned limitations of liability determined in Sect. 22.1 to 22.4 do not apply to the liability for personal injury of life, body, and health. The limitation of liability pursuant Sect. 22.1 and 22.4 does not apply in case the damage is the result of a breach of a cardinal obligation, an essential obligation or a guarantee. Metaversum remains responsible for product liability and according to Sect. 44 a TKG (German Telecommunications Law).

22.6 Metaversum distances itself explicitly from the contents of any sites to which there are direct or indirect links from Metaversum's sites. Metaversum does not assume any responsibility for these contents and sites. The providers of the respective sites are responsible for their content.

§ 23 Disputes between Twinity members

23.1 Any disputes between Twinity members shall be settled in their own responsibility.

23.2 Metaversum reserves the right to intervene in any disputes between Twinity members, for example by deleting counterfeit items and refunding the purchaser from the sellers account. Metaversum shall, however, be under no obligation to do so. See Sect. 20 for more information on infringing content.

§ 24 Advertising

24.1 Twinity may be partly financed through advertising. Advertising messages of Twinity members or booked by third parties through Metaversum may therefore appear in Twinity.

24.2 Metaversum will only send advertising to your email address respectively to the mailbox of your profile created in Twinity upon your prior consent. Cf. Sect. 25.3 for Metaversum's own advertising and newsletter.

24.3 Unless you tell Metaversum not to do so, your profile might be used to select advertising information which matches your interests.

§ 25 Data protection

25.1 Metaversum will only collect, process or use any data referring to you as a person for the purpose of this contract (including billing) unless Metaversum is required by law to disclose such data, or unless you have consented to any other use.

25.2 Collection, usage, and processing of the data are carried out in electronic form.

25.3 Metaversum, however, reserve their right to inform you about other related products offered by Metaversum, also in electronic form, without your explicit consent, as far as legally permissible, as long as you do not contradict. You may contradict at any time, and no costs other than costs that will arise for the transmission (at base tariffs) of the contradiction.

25.4 For advertising and market research and for tailoring Twinity and potential new products according to the Twinity member's needs, Metaversum may generate aggregated, anonymized data. Such aggregated data may be provided to third parties.

25.5 Upon request, Metaversum will promptly inform you about all data logged with regard to you free of charge. This information will generally be provided in electronic form, usually via email.

25.6 Metaversum may pass on payment data to service providers or third parties insofar as this is required for billing. Metaversum will disclose the names of these third parties. Otherwise, Metaversum will not pass on member data, or the content of private messages in Twinity, to any third party unless required by law.

25.7 Metaversum would like to point out that data protection and data security cannot be guaranteed for data transmission through open nets such as the internet at the current stage of technical development. You acknowledge that the provider might have access to the data stored on the servers, and might therefore be able to have access to your data. Other users of the internet might also be technically able to get unauthorized access to network security and thus have access to the data.

For more details, please refer to the Privacy Policy.

§ 26 Miscellaneous

26.1 Metaversum's failure to act with respect to a breach by you or other Twinity members does not waive Metaversum's right to act with respect to that breach or subsequent or similar breaches. No consent or waiver by Metaversum under these Commercial Terms of Service shall be deemed effective unless delivered in writing and signed by a duly appointed representative of Metaversum.

26.2 All or any of Metaversum's rights and obligations under this agreement may be assigned to a subsequent owner or operator of the service in a merger, acquisition or sale of all or substantially all of Metaversum's assets.

26.3 You may not assign or transfer the agreement with Metaversum regarding the use of Twinity or any or all of your rights hereunder without the prior written consent of Metaversum.

26.4 Notwithstanding anything else in this Agreement, no default, delay or failure to perform on the part of Metaversum shall be considered a breach of these Commercial Terms of Service if such default, delay or failure to perform is beyond the control of Metaversum.

26.5 These Commercial Terms of Service are the entire agreement between you and Metaversum with respect to the use of Twinity.

26.6 Section headings used in these Commercial Terms of Service are for convenience only and shall not affect the interpretation of these Commercial Terms of Service.

26.7 If any provision of these Commercial Terms of Service shall be held by a court of competent jurisdiction to be unlawful, void, or for any reason unenforceable, then in such jurisdiction that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of the remaining provisions.

26.8 Any changes, amendments or the abrogation of the contract (partly or entirely) require written form (letter, telefax or email); the requirement of written form can only be waived in written.

26.9 The courts of Berlin, Germany shall have exclusive jurisdiction.

26.10 The laws of the Federal Republic of Germany apply for all contracts concluded by Metaversum on the basis of these Commercial Terms of Service and any claims arising thereof, and for all claims related to your use of Twinity. The application of the agreement of the United Nations on contracts for international sale of goods and German International Private Law are excluded. Should a provision of these Commercial Terms of Service be or become invalid, the validity of the other provisions shall not be affected.

26.11 The German version of these Commercial Terms of Service is decisive.

§ 27 Twinity policies

The policies forming an integral part of these Commercial Terms of Services are:

27.1 the Rules

27.2 the Indoor Place Requirements

27.3 the Authentication Rules

27.4 Special terms relating to the sale of globals (to be published once this service is available, see Sect. 5.6).

27.5 the Notification and Counter-Notification Guidelines

27.6 the Trademark Guidelines

27.7 the Privacy Policy

Status: 01 August 2009

• Metaversum GmbH
• Rungestrasse 20 D-10179 Berlin
• Germany
• Phone: +49 (0) 30 847 12 25 0
• Fax: +49 (0) 30 847 12 25 29
• Email: info@metaversum.com
• HR-No. and Commercial Register: Berlin — AG Charlottenburg B99412
• Managing Directors (Geschäftsführer): Jochen Hummel, Dr. Mirko Caspar
• VAT ID No: DE814742326