The "Futures Canvas" service presented and also available at the domain www.futurescanvas.com is a digital platform by means of which customers such as entrepreneurs and companies, foundations and public sector organisations (hereinafter uniformly referred to as "customers", whereby the generic masculine is used for the sake of simplicity, in particular for the sake of better readability, and therefore always refers to all genders - as far as natural persons are concerned) have the opportunity to conduct online future design competitions with the participation of a large number of participating stakeholders (hereinafter referred to as "participants").
To this end, Futures Canvas offers customers the opportunity to set up a website for holding a competition, either in the form of a sub-page on the Futures Canvas website or in the form of the customer's own website (a "competition page"), to hold their own competitions of various configurations using such a competition page and to receive summaries of the opinions, ideas and evaluations of the participants.

The provider and operator of Futures Canvas is STATE Experience Science GmbH, Schönstedtstr. 7, 12043 Berlin (hereinafter referred to as "STATE" or "we" or "us").
These General Terms and Conditions (hereinafter referred to as "GTC") apply to this offer and the business relationships and legal relationships that exist between us and the customer in this regard.

1 Validity of these GTC

1.1 We provide services exclusively on the basis of these GTC in conjunction with the STATE offer on which the customer's booking is based. Unless he expressly declares his consent to the validity of these GTC, the customer concerned declares his consent when booking a product or service (hereinafter uniformly referred to as "product(s)") offered to customers via Futures Canvas, but at the latest when registering for the use of a product.
If provisions are made in a product offer on Futures Canvas that contradict provisions in these GTC, the provisions in the offer shall take precedence in case of doubt. Other agreements that deviate from the provisions of these GTC must be recorded in writing.

1.2 These GTC apply to the entire business relationship between us and customers, insofar as they act as entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), i.e. in the exercise of their commercial or independent professional activity, or as legal entities under public law and the subject of this business relationship is the STATE service offer described at the beginning.
The current version of these GTC shall also apply to future contractual relationships between the customer and us, even if we do not expressly refer to them again and the GTC are not expressly included again in the contractual relationship in question.

1.3 Conflicting or deviating general terms and conditions of a customer shall only be included in a contract between us and the customer if this has been expressly confirmed by us in writing. If the customer's general terms and conditions are effectively incorporated in this way, the continued validity of these GTC shall remain unaffected. Insofar as provisions of effectively incorporated general terms and conditions of the customer contradict provisions of these GTC, the provisions of these GTC shall apply in case of doubt.
In all other respects, the customer's general terms and conditions of business shall not be binding on us, even if we do not expressly object to their validity or the customer declares that he only wishes to fulfil a contract subject to the inclusion of his general terms and conditions of business.

2. conclusion of a contract for the purchase of products

2.1 The booking of our products and the related payment processing is carried out using the e-commerce platform Shopify, an offer from Shopify International Limited (Victoria Buildings, 2nd floor, 1-2 Haddington Road, Dublin 4, D04 XN32, Ireland).

The booking can be initiated either via the website of the Futures Canvas Shopify shop or by clicking on a "Buy" button integrated on the Futures Canvas website in relation to a specific product offered there. When using a "Buy" button integrated on the Futures Canvas website, a pop-up window opens, via which the connection to the Shopify platform can be established and the booking and the corresponding payment can be initiated (the so-called "checkout"). If a booking is made via the website of Futures Canvas' Shopify shop, the checkout process is carried out via the website of Futures Canvas' Shopify shop.

By completing the checkout process, the customer makes a binding booking for the product in question by bindingly accepting STATE's corresponding offer to conclude a contract for the purchase of the product. The customer completes the checkout process by clicking the "Express Checkout" button, if available, or the button labelled "Pay now" or "Pay now" or similar to initiate payment via the selected payment provider.

2.2 The customer will receive confirmation of receipt of their booking by email to the email address provided during the booking process, either as a separate, generally automated confirmation of receipt message or in conjunction with the initial information and/or queries for the purpose of realising the booking in question.

3. products, service content

3.1 STATE offers two different product types on Futures Canvas:

a. "Futures Canvas Lite licence": The Lite licence entitles the customer to set up and use a competition site in a subdirectory of futurescanvas.com. After booking, the customer receives the access data for configuration within one working day and can start immediately. The licence is valid for a single site with a term of one month and covers a maximum of 500 submissions and 1000 ratings. An upgrade to higher interaction volumes is possible.

b. "Futures Canvas Enterprise Licence": The Enterprise licence provides the customer with an independent, customisable platform on an individual subdomain (e.g. yourname.futurescanvas.com) and is operated in a separate cloud environment that offers additional data security and extended capacity for greater user interaction. Setup takes place after an initial consultation with the customer and takes at least two weeks. The Enterprise licence includes five challenge pages, each of which corresponds to the features of the Lite licence. The basic term of the Enterprise licence is three months, with optional extensions depending on the customer's requirements.

A basic distinction is made between two competition phases: (1) the interactive survey/survey phase ("1st phase") and (2) the ideas competition phase ("2nd phase").

3.2 Setup and provision:
Futures Canvas Lite licence

• The Lite licence is set up as a sub-page of futurescanvas.com and is accessible within one working day of booking. After booking a licence, a competition page will be created, set up and made accessible to the customer as a sub-website on Futures Canvas within one working day for the purpose of holding the corresponding competition.
• The Lite licence has a fixed term of one month and allows an interaction volume of up to 500 submissions and 1000 ratings. An increase in the interaction volume is optional.

Futures Canvas Enterprise Licence

• The Enterprise licence requires an initial consultation and individual setup on a cloud infrastructure, which takes at least two weeks. With regard to the deadlines and dates for the creation, setup and provision of the corresponding website, the agreements made in each case apply. After setup, the customer receives a personalised subdomain on which the maximum of five challenge pages are provided. The Enterprise licence has a basic term of three months and offers an unlimited number of interactions. The licence includes five challenge pages, each with the same interaction options as the Lite licence.

Accessibility and customisation

• In principle, the customer has the possibility to determine the form of accessibility of the individual competition pages for the participants from a selection of options offered in this respect (in particular password-protected access or open access via direct link without listing on Futures Canvas; open access including listing on Futures Canvas requires a special agreement in individual cases) and to adapt the content of the competition page within the scope of the options offered in this respect (in particular adaptation/individualisation of texts, addition of links and insertion of images and a video to introduce or describe and explain the competition). Furthermore, during the term of the licence, the customer may independently place the competition page both online and offline.
• Unless otherwise stated at the time of booking or otherwise expressly agreed, a licence has a term of one month (see also section 7 of these GTC for details of terms) and has an "interaction volume" of up to 500 contributions/submissions and 1000 ratings[a] by participants per phase.
• Customers can define the criteria according to which participants can evaluate the entries of other participants in the competition and edit the entries (not evaluations) of participants in their competition and control their publication on the competition page.
• All entries from participants in phase 1 are automatically categorised using the artificial intelligence ("AI") of "OpenAI". Furthermore, customers receive textual and visual summaries of all participants' entries in Phase 1 generated by the AI. The results of this evaluation of participants' entries by the AI are automatically made available on the competition page and can be edited by the customer. Customers can download all submitted and published entries, evaluations and AI-generated content and summaries as a CSV file at any time during the competition. This file contains all relevant competition data, including the submissions, ratings and - if specified - the names of the participants.

3.3 The manner in which we provide the services owed is determined by our respective offer, which was accepted by the customer with the relevant booking, and otherwise by the relevant provisions of these GTC.

3.4 Unless expressly agreed otherwise in writing, we do not owe (beyond the provision of services in accordance with the agreement and obligations) any specific, in particular no specific economic success on the part of the customer as a result of the provision of services by STATE or, in particular, as a result of the use by the customer of the contributions, data, summaries and visualisations provided or made accessible by us in the course of and as a result of the provision of services.

3.5 STATE does not owe the delivery or provision of the relevant (source) codes or documentation with regard to the creation, setup and accessibility of the competition site on the basis of a corresponding licence.

3.6 We are entitled to use third-party companies and service providers to fulfil the performance obligations incumbent on us as a result of a booking. In particular, we use the services of our cooperation partner Futures2All GmbH, operator of "FuturesSpace", a global community of futurologists, for the purpose of providing experts and use the API of Open AI to sort, classify and generate the summaries of the participants' contributions and the visualisations of such summaries by AI.

3.7 If the customer does not provide us with the information, data or content required for the execution of a booking as agreed or does not perform other agreed acts of co-operation and/or acts of co-operation legitimately requested by us, STATE shall not be liable for any damages or other disadvantages resulting from a delay in the execution of the booking caused by this. Such a delay entitles us to discontinue the further execution of the booking in question or to withdraw from the contract in whole or in part or to cancel the contract in this respect after the fruitless expiry of a reasonable grace period set for the customer to carry out the relevant act of cooperation in accordance with the agreement. STATE's claim to remuneration for such services that we may have already provided by then in accordance with the agreement remains unaffected by this.

3.8 In the event of force majeure or other unforeseeable events whose effects on the fulfilment of the contract are beyond our control (e.g. strike, power failure, unrest or official requirements and measures for which we are not responsible, general disruptions of telecommunications and data networks, failure of third-party services required for the execution of the order for which we are not responsible), we shall be released from the obligation to perform for the duration of the resulting hindrance plus a reasonable start-up period after its cessation. Should adherence to the contract in these cases represent an unreasonable hardship for us, we shall be entitled to withdraw from the contract.

4. terms of use, customer responsibility, warranty and indemnity

4.1 For the use of Futures Canvas and the products offered by STATE within the scope thereof, the Terms of Use for Futures Canvas apply, which are available in their current version on the Futures Canvas website under the domain https://www.futurescanvas.com/terms-of-use and which are an integral part of every contract between the customer and us.

4.2 Customers are obliged to keep their access data secret, in particular not to pass it on to unauthorised third parties or disclose it to them, and to keep it protected from access and knowledge by unauthorised third parties.

If unauthorised third parties have gained knowledge of the access data or the customer's access data has been lost, we must be informed of this immediately. Furthermore, we are entitled to block a customer's access data immediately as soon as there is reasonable suspicion that it is being used by unauthorised third parties; in such a case, we will inform the customer concerned of this and, unless the suspicion proves to be false and the customer has not knowingly contributed to the unauthorised use of his access data, he will be assigned new access data by us.

4.3 Customers are responsible for the use of their competition site by them and, to the extent that they are permitted to do so on the basis of a licence to run a competition, for the content of their competition site.
In particular, the respective customer is solely responsible for ensuring that the information, data and content that it transmits to STATE for this purpose is used and made publicly accessible on the competition site in accordance with the agreement.

a. does not violate any legally protected interests and rights of third parties, in particular no contractual rights, no personal rights, copyrights and neighbouring rights as well as no industrial property rights
and

b. is not unlawful for any other reason, in particular due to a breach of relevant data protection regulations, regulations against unfair competition or criminal law provisions,
regardless of whether such utilisation is carried out by STATE, the customer or by third parties commissioned by the customer.

The customer guarantees us, regardless of fault, that the aforementioned rights and regulations will be observed and maintained. If claims are made against us either as a result of the use of such data, information and content by us in accordance with the agreement and/or as a result of their use by the customer, including any third parties commissioned by him, due to the infringement of such rights and regulations or the incorrectness or incompleteness of information and data provided by the customer or posted on his competition site, the customer is obliged to indemnify us against any liability in this respect and to reimburse us for all resulting damages and necessary costs, including any necessary legal fees.

4.4 If the customer has deliberately enabled the persons involved to use the access to its competition site provided to it as the organiser of the competition, the customer shall be responsible to us for the actions taken on and via the customer's competition site using this access.

4.5 The customer shall be responsible for backing up the information, data and content that it uploads to its competition site. The customer must prevent the risk of data loss as a result of system failures or interventions by regularly backing up its own data. Unless expressly agreed otherwise in individual cases, STATE is not obliged to store or save information, data and content posted by the customer on his or one of his competition sites for longer than one month after expiry of the licence in question.

5. Authorisation and responsibility of the customer in relation to the use and evaluation of competition entries

5.1 Customers shall be authorised to use and evaluate the participants' contributions to their competitions in connection with the respective competition, in particular in the form of their analysis, evaluation and for the preparation of reports, and also to reproduce, publish, publicly reproduce and commercially evaluate them in this form and for these purposes.

5.2 For any use of participants' entries beyond their reproduction on the competition page and as part of the automatically generated final report for a competition, they will be anonymised insofar as they contain the name(s) of the participant(s) and/or their e-mail address(es).

5.3 The respective customer is responsible for the legality of any further use of the participant contributions and the protection of any indispensable rights of the participants, in particular copyright and personal rights, in connection with the use of their contributions by the customers.

6. Remuneration and payment modalities

6.1 Unless otherwise stated at the time of booking in relation to the product in question, all prices include the statutory VAT applicable on the date of invoicing.

6.2 The remuneration to which STATE is entitled is generally due for payment in advance, notwithstanding deviating agreements in individual cases, and is only payable using the payment methods offered to the customer during the respective booking process.

6.3 The customer is in default if and to the extent that a remuneration amount owed and invoiced is not credited to the account of STATE notified to the customer within two (2) weeks of proper invoicing.
If the customer is more than five (5) working days in arrears with a payment, we are entitled to suspend any further execution of the booking in question and to withhold all services until all due liabilities of the customer to STATE, including any default damages and interest incurred as a result of the delay, have been settled in full. Any additional or further rights to which we may be entitled in such a case remain unaffected by this.

6.4 In principle, the customer can only offset STATE's claims against its own claims if its claims are undisputed or have been legally established. This only does not apply if the customer's claims are payment claims to which he is entitled within the framework of the same booking on the basis of which we assert claims against him as a result of a defect in the services provided by us for which we are responsible.

7. terms and termination of licences to hold a competition

7.1 Duration of licences to hold a competition

Licences to hold a competition have a fixed term, which is bindingly agreed during the booking process. The smallest term unit is one month.

7.2 Calculation of the term

The term of a licence begins on the day on which the competition site is set up for the customer and made accessible by transmitting the access data. In accordance with Section 187 (1) BGB, the term begins on the day after the access data is provided. It ends after expiry of the fixed term in accordance with Section 188 (2) and (3) BGB on the day of the last month corresponding to the start of the licence. Example: For a licence with a fixed term of three months that begins on 1 March, the term ends on 1 June of the same year.

7.3 Any right to which we or the customer may be entitled to terminate a licence for good cause without observing a notice period shall remain unaffected by the above. We shall be entitled to such good cause in particular if the customer breaches the terms of use (cf. Section 4.1 of these GTC) or repeatedly or seriously breaches other obligations incumbent on it under these GTC and we cannot reasonably be expected to continue the contract - where applicable until the expiry of the regular notice period - for this reason.

7.4 Cancellations must always be made at least in text form.

7.5 The time of receipt by the other party shall be decisive for the timeliness of a cancellation. E-mails that are delivered on weekdays by 6 p.m. to an e-mail address that was last notified to the sending party by the addressed party for the purpose of executing the contract shall be deemed to have been received on the same day, and e-mails that are delivered on weekdays after 6 p.m. to such an e-mail address shall be deemed to have been received on the following day. E-mails delivered on Sundays or public holidays or deemed to have been received on a Sunday or public holiday in accordance with the above provision shall be deemed to have been received on the next working day.

7.6 When a licence expires, the relevant competition page is taken offline, i.e. it is no longer accessible to third parties from that point in time and no more interactions can take place via it, in particular no more entries or other submissions can be made by participants.

8. warranty

8.1 Decisive for the freedom from defects of our services are solely the characteristics of the services and products concerned, which were determined in the respective offer from STATE and, insofar as no special provisions are made there in this regard, the provisions of these GTC, which contain provisions regarding the type, content and quality of the service provision by us.

8.2 The customer is advised that, according to the current state of the art, it is not possible to create, operate and use software that runs error-free in every combination of applications and under any technical and external conditions and that is always immune to interference and/or damage by third parties, in particular through targeted attacks by so-called "malware".
The customer further acknowledges that a temporally and technically unrestricted availability of Futures Canvas and the products and services offered within its framework, insofar as these are provided or utilised using Internet technology and infrastructure, including the customer's competition site(s), is technically and factually not feasible and therefore cannot be guaranteed. In particular, the degree of availability and functionality of the Internet as well as the Internet access of customers and participants is beyond our control. To this extent, this also includes the functionality and effectiveness of other third-party technologies that may be used by us to provide services.
Accordingly, we take reasonable, state-of-the-art measures that are proportionate to the effort required to provide Futures Canvas and the products, services and functions offered there or within its framework as comprehensively as possible. Against this background and in accordance with this provision, we can nevertheless not guarantee that Futures Canvas and our related products and services will be available and can be used at all times and / or without interruption.
Customers shall be informed in an appropriate manner of any unforeseen system failures that last for a significant period of time. Where possible and reasonable, maintenance work will be carried out outside normal business hours. If this is not possible and if the type and/or scope of such maintenance work exceeds a reasonable level, we shall inform the customer accordingly in good time in advance.

8.3 Notwithstanding our obligation to provide services in accordance with our duties, we do not guarantee the functionality and properties of third-party software that is integrated into our products and services as agreed.

8.4 We can only ensure that the participants declare their consent to the use and evaluation of their contributions to a competition by the customer in accordance with the agreement. Whether in individual cases - irrespective of any indispensable rights of the participants, in particular copyright and personal rights, which must be observed by the customer anyway, cf. section 5.3 of these GTC - there are nevertheless reasons that prevent the customer from using the contributions in accordance with the agreement (e.g. rights of third parties to contributions of a participant, will of the customer, etc.). We can neither recognise nor influence the existence of third-party rights to contributions by a participant, lack of intent on the part of the participant and the like), so that we cannot guarantee that such reasons do not exist and that the agreed use of the contributions by the customer is therefore always legally possible without restriction.

8.5 Insofar as a service has been provided by us in fulfilment of an obligation to produce a specific service result (e.g. creation, provision of a competition site) based on a booking by the customer, the customer must inspect the corresponding service result for any defects immediately after delivery or making it available (hereinafter uniformly referred to as "delivery").
Obvious defects must be reported to us in writing immediately after delivery of the relevant service result. Defects that are only recognisable during a careful inspection must be reported in writing within one (1) week of delivery of the relevant service result. Defects that cannot be detected even during a careful inspection must be reported to STATE in writing immediately after their discovery. The notification of defects must contain as detailed a description as possible of the defects found, which enables us to remedy the defects by means of subsequent fulfilment.
Warranty claims asserted due to late notification of defects are excluded, unless we were aware of the defect in question at the time of delivery. Decisive for the timeliness of a complaint is its timely receipt by STATE.

8.6 Furthermore, the customer shall not be entitled to claims for rectification of defects in the event of only insignificant deviation from the quality owed and in the event of only insignificant impairment of the usability of the service provided. The same applies to defects that are based on information, data or content provided by the customer or on the customer's specifications.

8.7 If a service provided by STATE is defective in accordance with the above and the customer is entitled to warranty claims in this respect, we will remedy the defects in question within a reasonable period of time, which is usually two (2) weeks, by means of subsequent fulfilment.
If a rectification of defects fails or is disproportionately expensive or unreasonable for us for other reasons, the customer is entitled to reduce the agreed remuneration for the service in question by a reasonable amount or to withdraw from the booking in question in accordance with the statutory provisions and to claim damages in accordance with the provisions set out in Section 10 of these GTC. The statutory cases of the dispensability of a prior request for subsequent fulfilment remain unaffected by this.

8.8 Warranty claims of the customer due to a defect shall become time-barred within one year of the provision of the relevant service or, in relation to licences for the implementation of a competition, from the end of the relevant licence term. This shall not apply to claims for damages by the customer due to a defect if we have acted with gross negligence or were aware of the defect when the service was provided or in the event of injury to life, limb or health as a result of such a defect.

9. liability

9.1 STATE is liable in contract and tort
a. for damages due to gross negligence and intent and for those resulting from injury to life, limb and health;
b. for damages arising from the breach of contractual obligations whose fulfilment is essential for the proper execution of the contract and on whose compliance the customer regularly relies and may rely (so-called "essential contractual obligations"); in this respect, however, liability is limited to the amount of the foreseeable damage that must typically be expected to occur.
The foreseeable damage typical for the contract is regularly considered to be the simple amount of the respective booking value (i.e. regularly the remuneration agreed for the execution of the booking in question). Any further liability claims are excluded in this respect and to this extent, in particular STATE is not liable for loss of profit, loss of savings and other indirect and direct consequential damages.
The above limitations of liability shall also apply in favour of our employees, executive bodies and vicarious agents. We shall not be liable for the behaviour of our vicarious agents if they are the customer or a person appointed by the customer with this function.
Mandatory statutory liability provisions remain unaffected by the above provisions.

9.2 Claims for damages by the customer due to the breach of material contractual obligations (see above under clause 10.1, lit. b), shall become statute-barred within five (5) years of their occurrence, irrespective of knowledge.

9.3 As the customer is solely responsible for backing up the information, data and content that it makes available to STATE, we are not liable for any disadvantages that the customer suffers as a result of the loss of such information, data and content on the part of STATE. Any warranty obligations incumbent on us in such a case in accordance with the provisions of these GTC due to service disruptions that such a loss may result in remain unaffected.

10. data protection

Information on the collection and processing of personal data by STATE and on how STATE ensures their protection and what rights the data subjects are entitled to in this respect can be found in our data protection information, which can be accessed in its current version on Futures Canvas, there under the domain https://futurescanvas.com/de/privacy-policy.

11. final provisions

11.1 The place of fulfilment for the obligations arising from the contractual relationships between us and the customers is the registered office of STATE, which is also the sole place of jurisdiction for all disputes arising from and in connection with the business relationship between us and the customers, insofar as the customer concerned is a merchant within the meaning of the German Commercial Code (HGB), a legal entity under public law or a special fund under public law.

11.2 The business relationship between STATE and the customer, in particular the contractual and other legal relationships established between them, as well as any disputes arising in connection with this, shall be governed exclusively by the law of the Federal Republic of Germany, unless more favourable regulations apply to the customer due to consumer protection regulations in their country of residence.

11.3 Should individual provisions of these GTC be legally invalid in whole or in part or lose their legal validity at a later date, this shall not affect the validity of the remaining GTC.

Status: October 2024