General Terms and
Conditions for Advertisers

Introduction

selecdoo AG (hereinafter referred to as "selecdoo") operates a platform under the domain (hereinafter also referred to as "selecdoo"), which enables providers of online goods and services registered with selecdoo (hereinafter "Advertisers") to promote products within the framework of programs.

For this purpose, individuals registered with selecdoo (hereinafter "Publishers") make their advertising environments – e.g., websites – available to Advertisers or selecdoo itself.

The subject matter of the programs is the provision of media services via the Publisher's advertising environments by means of advertising materials – such as banners or text links – to support the Advertiser in the online distribution of goods and services.

1. Definitions

For the purposes of these General Terms and Conditions (hereinafter "GTC") and all contracts with the Advertiser, the following definitions apply:

Account means access to the selecdoo platform as granted following successful registration and activation by selecdoo.

View: A View is a call by the User to the Publisher's advertising environment through which an Advertiser's advertising material is displayed in accordance with the program terms. Following the call to the advertising environment and a subsequent Lead or Sale, even without clicking on the Advertiser's advertising material, a remuneration obligation on the part of the Advertiser may be triggered (Post-View).

Click: A Click is a voluntary and conscious call by the User of a hyperlink for the Advertiser's program, which leads to the call of the Advertiser's linked website. The hyperlink must be embedded in the Publisher's advertising environment (e.g., the website) approved according to the program terms. Subsequent continuation of the User's action (e.g., in the case of a Lead or Sale) may also trigger a remuneration obligation on the part of the Advertiser (Post-Click).

Call: A Call is a voluntary and conscious telephone call by the User to a telephone number assigned to the Advertiser's program and displayed in the Publisher's advertising environment.

Lead: In the case of a Lead, a valid View, Click, or Call is followed by the User's voluntary and conscious execution of a specific defined action on the Advertiser's website (qualified action). Leads are logged by selecdoo's system, verified by the Advertiser, and determined and confirmed by selecdoo at its reasonable discretion.

Sale: In the case of a Sale, a valid View, Click, or Call is followed by the User's voluntary and conscious acquisition of goods for consideration or voluntary and conscious use of services for consideration. Sales are logged by selecdoo's system, verified by the Advertiser, and determined and confirmed by selecdoo at its reasonable discretion.

Hyperlink means a reference to the Advertiser's website provided by the Advertiser via the platform for use by the Publisher in the Publisher's advertising environment for the Advertiser's program.

Pay-Per-View/Click/Call/Lead/Sale Program: The entitlement to remuneration within the framework of a Pay-Per-View/Click/Call/Lead/Sale Program is subject to the prerequisites regulated in these GTC.

User means any natural or legal person who calls up the Publisher's advertising environment or the Advertiser's website and performs a View, Click, Call, Lead, and/or Sale.

Advertising Environment (of the Publisher): The advertising environment is the contractual internet offering of the Publisher or a third party who acquires usage rights to a Publisher's internet offerings, e.g., websites, mobile sites, social profiles, apps, etc. In the program terms, however, the Advertiser may also expand the advertising environment (e.g., to include search engine marketing).

Insofar as the advertising environment is a website, this refers to the Publisher's internet offering under the domains specified and registered by the Publisher with the content reviewed by the Advertiser. The domains specified in the Publisher's account may be visible to the Advertiser under certain circumstances. The Advertiser shall proactively review these domains and/or their content at appropriate intervals and report them to selecdoo where appropriate.

Website (of the Advertiser) means the contractual internet offering of the Advertiser (e.g., websites, mobile sites, social profiles, apps, etc.) under the exact URL specified, under which the Advertiser sells or promotes goods and/or services online and to which the hyperlink to be used by the Publisher in accordance with the program regulations refers.

2. Contract Formation

2.1. Participation in the selecdoo Network

Upon registration, the Advertiser is granted the opportunity to participate in the selecdoo network. This network is called selecdoo. selecdoo offers the Advertiser a portfolio of Publishers who, in turn, make their advertising environments available to the Advertiser.

2.2. Prerequisites for Account Opening

An account may only be opened by legal entities and by natural persons with full legal capacity within the meaning of Section 14 of the German Civil Code (BGB). There is no entitlement to participate in the network.

2.3. Identity Verification of the Advertiser

selecdoo or a third party commissioned by selecdoo is entitled to request the submission of suitable evidence from the Advertiser for identity verification purposes, such as a valid trade license, commercial register extract, and/or proof of identity.

2.4. Authorization upon Registration

If an employee of a legal entity registers it as an Advertiser, he or she must be authorized in writing by the legal entity to do so. The same applies if another third party (e.g., an agency) opens an account on behalf of an Advertiser. The power of attorney must be demonstrated upon request by selecdoo.

2.5. Accuracy and Currency of Information

The Advertiser is obligated to provide all registration data and information regarding the programs offered that are required by selecdoo completely and accurately to selecdoo and to the Publishers. The Advertiser is also obligated to keep this registration data and information up to date at all times.

2.6. Conclusion of Contract

By completing registration, activating the Advertiser account, accepting the Set-Up Fee, and accepting these GTC, the Advertiser submits an offer to conclude a contract for participation in the selecdoo network in accordance with the content of these GTC.

2.7. Acceptance of the Offer

If selecdoo accepts the offer, the Advertiser receives confirmation. Upon acceptance of the order confirmation, a contract is concluded between the Advertiser and selecdoo (so-called framework agreement). selecdoo reserves the right to refuse acceptance of the offer without providing reasons. In this case, no setup fee is charged.

3. Subject Matter of the Contract

3.1. Online Offerings and Advertising Environments

The Advertiser maintains an online offering for the sale of its goods and services and requires advertising environments to promote this distribution. Within the framework of programs between Advertiser and Publisher, Publishers make these advertising environments available to the Advertiser. To participate in the programs, either the Advertisers or the Publishers may apply via the selecdoo network, or the campaign is made publicly available to all Publishers. If a campaign is made publicly available to all Publishers registered in the selecdoo network, any Publisher in the network may promote the Advertiser's products and/or services without further action.

selecdoo offers the Advertiser applications from Publishers to participate in its programs. Conversely, selecdoo offers Publishers programs from Advertisers for which the Publisher can make its advertising environments available to support the sale of the Advertiser's goods and services.

3.2. Acceptance of Additional Participation Terms

By applying for a program, the Publisher accepts any additional, program-specific participation terms mentioned on the selecdoo platform or by the Advertiser. The Advertiser guarantees that these additional participation terms do not contradict these GTC, the selecdoo GTC for Publishers, or applicable regulations. In the event of contradictions between the provisions of these GTC and the selecdoo GTC for Publishers and the Advertiser's additional participation terms, these GTC and the selecdoo GTC for Publishers take precedence over the Advertiser's participation terms.

3.3. Formation of an Individual Contract

Acceptance of the application or offer to participate in a program is made by the Advertiser or Publisher, respectively. This creates an individual contract in addition to this framework agreement. The individual contract and any additional participation terms become part of the framework agreement between selecdoo and the Advertiser. No direct contractual relationships arise between the Advertiser and the Publisher.

The individual contract contains the specified information about the type and remuneration of the service to be provided to support the respective Advertiser in the online distribution of its goods and services. This includes, for example, the acquisition of goods or the use of services by a third party (Sale) or the subscription to a newsletter (Lead). A combination of Call, Click, Lead, Sale, and View is possible. Both Advertiser and Publisher as well as selecdoo are entitled to reject an application without providing reasons.

3.4. Review Period and Acceptance Decision

The Advertiser undertakes to review the offer of applying Publishers to participate in the program within a review period of two (2) weeks from submission of the offer and either to reject or accept it. The decision on accepting a Publisher into the Advertiser's program is made exclusively by the Advertiser within the review period. After expiry of the review period, selecdoo is entitled to accept or reject the application on behalf of the Advertiser without providing reasons. If activation does not take place by selecdoo, an application is deemed rejected. For publicly available partner programs, every Publisher is deemed accepted.

3.5. Activity as Aggregator by selecdoo

Insofar as selecdoo acts as an aggregator for multiple programs, the above provisions apply accordingly with the proviso that acceptance of the offer remains reserved to selecdoo. selecdoo may enable Publishers – e.g., within the framework of comparison tables or product data – to gain access to a variety of Advertisers offering services in the corresponding category by entering into a partnership. In this case, selecdoo acts as an aggregator and applies for the Advertiser's program with effect for all participating Publishers.

In this context, selecdoo merely undertakes the application to the Advertiser and the aggregation for the Publishers. In this respect, the terms from Section 3.1 to 3.4 of these GTC apply accordingly, but with effect for the affected Publishers alone. The participating Publishers are, in turn, also obligated towards the Advertiser in this case, particularly with regard to compliance with the standard conditions for participation in the (aggregated) program and selecdoo's General Terms and Conditions for Publishers.

3.6. Authorization and Remuneration by selecdoo

By accepting the offer, selecdoo is authorized, but not obligated, to provide services to support the respective Advertiser through its Publishers. The Advertiser has no claim against selecdoo for the provision of services by selecdoo or by selecdoo's Publishers. Insofar as selecdoo provides services through its Publishers in accordance with these GTC, the Advertiser must remunerate selecdoo for these services.

4. Right to Determine Performance/Scope and Provision of Services

4.1. Further Development of the Platform

selecdoo is entitled, but not obligated, to continuously develop the platform at its own discretion and adapt it to technological developments.

4.2. Provision of Media Services by Publishers

Media services to support the Advertiser in the online distribution of goods and services are provided exclusively by the Publishers. In doing so, the Publisher acts with regard to the type, scope, and design of advertising for the Advertiser's program in the Advertiser's interest and not to fulfill an obligation incumbent upon selecdoo towards the Advertiser.

The Advertiser reserves the right to specify the Publisher's scope of duties beyond the obligations contained in Section 10 of these GTC through the separate participation terms of the program and to establish additional obligations of the Publisher towards the Advertiser. In this respect, Publishers do not act as vicarious agents for selecdoo.

4.3. Use of Third-Party Service Providers

selecdoo is entitled to transfer its own service provision or parts thereof to third-party service providers or vicarious agents for independent completion.

5. Remuneration Prerequisites/Provisional Credit

5.1. Set-Up Fee

For setting up a program, selecdoo charges the Advertiser a separately agreed one-time set-up fee, which becomes due upon conclusion of the contract.

5.2. Remuneration Models and Terms

selecdoo enables the Advertiser to operate Pay-Per-Click/View/Call/Lead/Sale programs or a combination of the aforementioned program types. The remuneration specified at the beginning of the program corresponds to a standard remuneration. This may be increased by the Advertiser at any time, but may not be reduced during an initial minimum term of three (3) months without prior written consent from selecdoo. In addition, the Advertiser undertakes to notify selecdoo and the Publishers in text form of any rate change five (5) business days before it takes effect.

A claim to remuneration arises in accordance with the terms of the respective program for generated valid clicks, views, calls, leads, or sales within the meaning of these GTC. selecdoo's net remuneration is determined by the Publisher's net remuneration share in accordance with the remuneration specified in the respective program, plus an additional fee of 30%.

5.3. Billing for Pay-Per-View Programs

For Pay-Per-View programs, selecdoo will be credited with the currently valid fixed amount according to the program plus the additional fee agreed in accordance with Section 5.2 of these GTC, or the corresponding amount will be debited from the Advertiser's account with selecdoo, unless it is merely views for so-called post-view tracking. Billing is per 1,000 (one thousand) views.

5.4. Billing for Pay-Per-Click and Pay-Per-Call Programs

For Pay-Per-Click and Pay-Per-Call programs, selecdoo will be credited with the currently valid fixed amount according to the program plus the additional fee agreed in accordance with Section 5.2 of these GTC for each click or call, and the corresponding amount will be debited from the Advertiser's account with selecdoo.

5.5. Invalid Clicks, Views, and Calls

Clicks that are not generated via hyperlink and/or to the Advertiser's website are not valid. Clicks, views, and calls automatically generated by technical devices (e.g., click generators) as well as those initiated by coercion or deception are also not valid. Repeated or successive clicks, views, and calls by the same user in a short period of time – e.g., also clicks on different hyperlinks – are also invalid. Clicks, views, and calls for which the user receives remuneration from the Publisher are also not valid. Clicks that are associated with a mandatory action, such as sending an SMS message, participating in a competition, or using the click in a paid email system, are also fundamentally inadmissible without prior written consent from selecdoo or without permission in the program terms. If such consent or explicit permission is lacking, clicks, views, and calls generated thereby are not valid.

5.6. Deduction of Invalid Clicks, Views, and Calls

All clicks, views, and calls deemed valid at a given time are deducted from the Advertiser's account with selecdoo during the daily evaluation of the transaction system. The debit to the Advertiser's account does not initially constitute an acknowledgment that the recorded clicks, views, and calls are actually all completely recorded valid clicks, views, and calls. selecdoo reserves the right to verify validity and settle additional clicks, views, and calls in accordance with the provisions of these GTC and the participation terms of the respective program.

5.7. Credit and Debit for Pay-Per-Lead and Pay-Per-Sale Programs

For credits or debits in Pay-Per-Lead programs, Pay-Per-Sale programs, or a combination with the aforementioned program types, the statements under Sections 5.3 to 5.6 of these GTC apply accordingly. In principle, views (including post-views), clicks (including post-clicks), and calls can lead to a lead and/or sale. A call may possibly already be a lead. selecdoo may permit the granting of remuneration (e.g., within the framework of bonus programs) to the user for carrying out a lead, sale, or call. Logged but not verified as valid leads or sales are noted but not yet charged to the Advertiser and do not initially constitute revenue. The noting and/or debiting of the Advertiser's account with selecdoo does not constitute an acknowledgment that these are actually valid or all completely recorded leads or sales. For Pay-Per-Sale programs with percentage remuneration, this is calculated based on the net sales value of the goods or services (i.e., excluding ancillary services and value-added tax).

5.8. Proof of Invalid Leads or Sales

The Advertiser reserves the right to prove that the leads or sales logged by selecdoo are not valid leads or sales. The Advertiser should verify the noted leads or sales via the platform without delay.

5.9. Verification Period for Leads or Sales

selecdoo will establish a verification period of 30 days for the Advertiser for noted leads or sales, after which noted leads or sales are automatically deemed verified, valid leads or sales. The Advertiser nevertheless remains obligated to verify valid leads or sales before the expiry of this period, unless there are justified objections.

5.10. Obligation to Provide Information and Right of Review

The Advertiser will provide information about the views, clicks, calls, leads, and sales it has verified and not verified, as well as regarding its corresponding objections, upon request by selecdoo. In addition, the Advertiser grants selecdoo the right to review the verifications carried out with regard to completeness and accuracy. This proof can be provided by submitting suitable documents, customer records, and/or log files. selecdoo is entitled to have the Advertiser's information verified by an auditor bound to confidentiality during normal business hours by inspecting the relevant business documents at the Advertiser's premises. The costs for this are borne by selecdoo in the event of deviations (with regard to the views, clicks, calls, leads, or sales verified by the Advertiser in relation to the actual views, clicks, calls, leads, or sales) of less than 2.5%, otherwise by the Advertiser.

5.11. Agreement on Standard Remuneration

The Advertiser undertakes to always agree the level of standard remuneration for views, clicks, calls, leads, and sales for the Advertiser's programs with selecdoo in such a way that this corresponds at least to the highest standard remuneration for comparable programs of the Advertiser with other public and private networks. If the Advertiser agrees better terms with another public or private network during the term of its cooperation with selecdoo, these automatically also apply in the relationship with selecdoo.

5.12. Payment Obligation in Case of Tracking Failure

The Advertiser is also obligated to pay if a tracking failure or other malfunction is caused by the Advertiser or one of its vicarious agents. In such a case, the value to be compensated is calculated based on the average daily revenues of the last three (3) months. The full daily revenue is due for each day started. Alternatively, selecdoo AG is entitled to invoice an amount of €500 net for each month of failure.

5.13. Information About Tracking Changes

The Advertiser is obligated to inform selecdoo and the Publishers about tracking changes two (2) months before the change takes effect and to coordinate these with selecdoo. Should the Advertiser change the tracking procedure (including the tracking hierarchy) without prior information and coordination with selecdoo so that logging no longer functions correctly (tracking failure or other malfunction), the failure will be compensated retroactively – towards the Publishers and selecdoo – on the basis of the average earnings of the last three (3) months before the failure by the Advertiser.

6. Payment Method/Remuneration

6.1. Processing of Payments

Payments by the Advertiser are processed via an account of the Advertiser with selecdoo. Credit balances in the Advertiser's account are not interest-bearing. The account is maintained with selecdoo on a credit basis.

6.2. Invoicing and Due Date

Invoices from selecdoo may be issued in electronic form and are due and payable immediately upon receipt of the invoice. The Advertiser is not entitled to deduct discounts. In the event of payment default, selecdoo reserves the right to claim reminder fees and default interest. Furthermore, selecdoo may stop the respective programs and inform the connected partners about an impending payment default by the Advertiser.

6.3. Set-off, Retention, and Reduction

If the Advertiser is an entrepreneur or a legal entity under public law, it is only entitled to set-off, retention, or reduction – even if counterclaims or defect complaints are asserted – if the counterclaims are undisputed or legally established. However, the Advertiser is also entitled to retention due to counterclaims arising from the same contractual relationship.

7. Obligations of the Advertiser

7.1. Design of Website and Tracking

Within the scope of its technical capabilities, the Advertiser undertakes to ensure that its website (including all entries in search engines, directories, or third-party link lists) is designed and presented in such a way that valid views, clicks, calls, leads, or sales are generated by users on or at the Advertiser's website and completely logged using suitable tracking procedures. Logging must be guaranteed with and without cookies. In addition, the Advertiser undertakes to install the selecdoo tracking codes correctly and completely so that tracking functions properly.

7.2. Disclosure of Tracking Procedures

The Advertiser undertakes to disclose its tracking procedures, in particular the function of the tracking switches used and the attribution procedures applied, in text form to selecdoo within five (5) business days after conclusion of the contract. If changes are made to a running program, selecdoo must be informed of the exact changes two (2) months before they take effect. The information must be in text form. In addition, selecdoo is authorized to publish this information on its portal. In the event that the Advertiser also uses its own tracking, selecdoo tracking always applies for the respective individual contracts. If the Advertiser implements tracking switches, it ensures that selecdoo tracking is not affected thereby.

7.3. Provision of Hyperlinks and Advertising Materials

The Advertiser makes the hyperlinks and advertising materials required for participation in a program available to selecdoo or selecdoo's Publishers for retrieval. The Advertiser provides selecdoo with hyperlinks and advertising materials that selecdoo may use in the Publisher's advertising environment. The hyperlinks and advertising materials must be suitable for the intended use by the Publisher. selecdoo is entitled to use the Advertiser's advertising materials as well as its name and brands of the goods or services advertised via selecdoo as a reference in the context of its own acquisition.

7.4. Tracking for Mobile Websites and Applications

If a website or application optimized for mobile devices exists, the Advertiser undertakes to provide it with selecdoo tracking technology for functioning tracking.

7.5. Compliance with Third-Party Rights and Data Protection

The Advertiser undertakes to design its website and advertising materials in such a way that third-party rights, including copyright, are not violated. Furthermore, the Advertiser undertakes not to violate applicable law, in particular data protection regulations. The Advertiser may use personal data and confidential information that becomes known to it, including those of selecdoo's Publishers, exclusively for the purpose of executing the contract and for its duration.

7.6. Provider Identification and Consumer Protection

The Advertiser is obligated to provide its commercial offering with provider identification in accordance with Section 5 of the German Telemedia Act (TMG). In addition, the Advertiser must design its website in accordance with statutory provisions on consumer protection.

7.7. Prohibition of Inadmissible Content

Depictions of violence, sexually explicit or pornographic content, as well as discriminatory statements or depictions regarding race, gender, religion, nationality, disability, sexual orientation, or age are not permitted on the Advertiser's website and/or in connection with participation in selecdoo programs. The design of the website must not impair the reputation or esteem of the goods or services, the brand, or the business operations of selecdoo. The Advertiser undertakes to provide any necessary cooperation with authorities.

7.8. Placement of Hyperlinks and Advertising Materials

selecdoo may place the hyperlink and/or the associated advertising material to the Advertiser's website in any number at any location in the Publisher's advertising environment or the platform. However, the Advertiser may request a change of placement if it impairs the reputation or esteem of the Advertiser's goods or services, brand, or business operations.

7.9. Provision of Product Data

If the Advertiser agrees to make its product data available to selecdoo for promotion by the Publishers, it undertakes to provide this in a suitable form (i.e., selecdoo must be able to download the product data file). In addition, it warrants that all mandatory fields are completely included and filled in and that European legal regulations on product information and advertising are complied with. The update cycle will be agreed in text form between selecdoo and the Advertiser.

7.10. Monitoring of Advertising Activity

The Advertiser is responsible for monitoring the advertising activity of the Publishers and, if applicable, their sub-Publishers, in particular the information provided by the Publishers in the context of their application for the programs and the advertising spaces made available as well as their environment.

7.11. Provision of a Test Account

The Advertiser undertakes to provide selecdoo with a test account for its shop before the start of the respective program, with which the implementation of selecdoo's tracking pixels can be tested.

7.12. Temporary Suspension or Termination of Programs

selecdoo is entitled to temporarily suspend or stop a program if the Advertiser does not fulfill its obligations, such as obligations regarding tracking and switch changes. In the first case, the respective program will only be visible and executable for Publishers existing within the framework of the affected program. In the second case, existing Publishers will also no longer be able to promote the program.

7.13. Prohibition of Solicitation

The Advertiser is prohibited from soliciting Publishers from the selecdoo platform. selecdoo is entitled to verify this unannounced and at intervals at its own discretion. Contrary to Section 7.14 of these GTC, a breach results in a contractual penalty of €125,000 net per individual violation.

7.14. Contractual Penalty for Violation

The Advertiser undertakes to pay selecdoo a contractual penalty for each case of violation of provisions of this framework agreement, in particular those under Section 7 of these GTC. The amount thereof is determined at selecdoo's reasonable discretion and depends on the circumstances of the individual case. In case of dispute, it will be reviewed by the competent court.

7.15. Contract in Favor of Third Parties

The obligations of the Advertiser stipulated here in Section 7 of these GTC also apply in favor of the respective Publishers of selecdoo (so-called contract in favor of third parties).

8. Access and Contract Term

8.1. Duration of Account

The account is initially granted to the Advertiser for an indefinite period.

8.2. Term of the Framework Agreement

The framework agreement between selecdoo and the Advertiser for the provision of services to support the respective Advertiser in the online distribution of goods and services is concluded for an indefinite period.

9. Deactivation of Account and Termination of Contract

9.1. Ordinary Termination

The parties are entitled to terminate all contracts ordinarily with three (3) months' notice to the end of a quarter.

9.2. Extraordinary Termination

The right to extraordinary termination for good cause remains reserved to the parties. Good cause exists in particular if essential contractual obligations, in particular the Advertiser's obligations pursuant to Section 7 of these GTC, are violated.

9.3. Form of Termination

Termination under these provisions requires text form. However, notification of access deactivation is always possible without formality.

9.4. Consequences of Contract Termination

In the event of termination of the contract, access to the selecdoo network is deactivated. selecdoo is also entitled to deactivate the Advertiser's account and notify the Advertiser thereof, in particular if:

9.4.1. The Advertiser has not operated a program for a period of three (3) months. The operation of a program is characterized in particular by the installation of selecdoo tracking technology and/or the transmission of sales or leads as well as the general fulfillment of the obligations mentioned under Sections 3, 5, and 7 of these GTC.

9.4.2. The starting credit of the program (see Section 6.1 of these GTC) has not been used within a period of six (6) months.

9.5. Settlement upon Access Deactivation

Upon deactivation of access, a settlement will be issued for any existing credit. In such a case, the settlement may be made, deviating from the above payment modalities, based on a payment modality to be separately agreed in writing by the parties.

10. Legal Relationship with selecdoo Publishers

10.1. Formation of Contracts

Contracts for the provision of services to support the Advertiser in the online distribution of goods and services are concluded exclusively between selecdoo and the Advertiser in accordance with Section 3 of these GTC.

10.2. Obligations of Publishers

selecdoo's Publishers have undertaken towards selecdoo, also with effect in favor of the Advertiser:

- To design and present their advertising environment, including all entries in search engines, directories, or third-party link lists, in such a way that exclusively valid views, valid clicks, valid leads, or valid sales are generated by users on the Advertiser's website.

- Not to modify the HTML code provided by the Advertiser or provided banners and to use the advertising materials provided only in the Publisher's advertising environment.

- To use the advertising materials only in connection with participation in a program and not to pass on information or advertising materials to third parties.

- To use names, protected brands and trademarks, the company name, or logos of a third party – in particular of the Advertiser – only if the Publisher has the consent of the rights holder.

- To design their advertising environment in such a way that third-party rights, including copyright, are not violated and that applicable law, in particular data protection law, is not violated.

- To send emails with advertising for selecdoo or the programs only in compliance with statutory requirements (in particular Section 7 Para. 1-3 UWG) and current case law (e.g., judgment of the BGH dated 10.02.2011, Case No. I ZR 164/09).

- To design their advertising environment in accordance with statutory provisions on consumer protection.

- Not to present depictions of violence, sexually explicit or pornographic content, or discriminatory statements or depictions regarding race, gender, religion, nationality, disability, sexual orientation, or age in the Publisher's advertising environment and/or in connection with participation in programs.

- Not to impair the reputation or esteem of the Advertiser's goods or services, brand, or business operations – also through the placement of hyperlinks.

10.3. Enforcement of Claims in Case of Breach of Duty by Publishers

Insofar as selecdoo's Publishers do not comply with these obligations towards the Advertiser, the Advertiser is entitled and required to assert all resulting claims, in particular information, injunctive relief, and damages claims, against the Publisher, unless this is obviously futile due to the Publisher's insolvency. The Advertiser may also declare ordinary termination with five (5) business days' notice to the end of a calendar week on behalf of selecdoo towards the Publisher.

10.4. Non-Competition with Publishers

The Advertiser undertakes, during the entire term of this contract and for a further period of two (2) years after termination of this contract, neither directly nor indirectly, nor through third parties, to enter into contractual or other business relationships with Publishers that have the purpose of providing services to support the Advertiser in promoting its website and the goods and services offered there by the providers through the Publisher, if:

- The Publisher has participated in the Advertiser's program, and

- This Publisher has been among the top 20 Publishers by net remuneration in the Advertiser's program during the previous 12-month period or – if the program has been operated for a shorter period or the Publisher has only participated in the program for a shorter period – during the entire period.

This does not apply to Publishers with whom the Advertiser demonstrably concluded corresponding contracts before the Advertiser's registration on the selecdoo platform. The Advertiser undertakes to pay selecdoo a contractual penalty for each case of violation of this obligation, the amount of which is determined at selecdoo's reasonable discretion and can be reviewed by the competent court in case of dispute.

11. Limitation of Liability and Indemnification in Case of Breach of Contract

11.1. Notification of Defects and Disruptions

Defects and disruptions must be reported to selecdoo without delay, but at the latest within two (2) weeks of becoming aware of them, in writing or by email.

11.2. Liability for Breach of Essential Contractual Obligations

selecdoo is liable for culpable breach of an essential contractual obligation (cardinal obligation) in a manner that endangers the purpose of the contract. Otherwise, selecdoo is only liable to the extent that intent or gross negligence can be attributed to selecdoo.

11.3. Limited Liability for Slight Negligence

In the case of a breach of an essential contractual obligation (cardinal obligation) caused by slight negligence, liability is limited to the typically foreseeable damage. In this case, selecdoo's liability is limited to a maximum amount of €5,000 per claim.

11.4. General Limitation of Liability

selecdoo's liability is otherwise, without affecting liability pursuant to Sections 11.2 and 11.3 of these GTC, also limited to a maximum amount of €5,000 per claim.

11.5. Liability Towards Merchants

Towards merchants, selecdoo is not liable for gross fault of simple vicarious agents if they have not breached an essential contractual obligation (cardinal obligation) in a manner that endangers the purpose of the contract.

11.6. Unaffected Liability for Certain Claims

Unaffected by Sections 11.2 to 11.5 of these GTC remains liability for claims under the Product Liability Act, insofar as selecdoo has expressly assumed a guarantee or insofar as liability relates to damages arising from injury to life, body, or health.

11.7. Application of Limitation of Liability to Representatives and Vicarious Agents

Insofar as selecdoo's liability is excluded or limited pursuant to Sections 11.2 to 11.5 of these GTC, this also applies to selecdoo's representatives, senior employees, or vicarious agents.

11.8. Indemnification by the Advertiser

The Advertiser indemnifies selecdoo and its partners (Publishers) from all claims for damages, liability claims, warnings, declarations of discontinuance by third parties, and other claims as well as any costs and expenses associated therewith that have been caused by conduct (including omission) on the part of the Advertiser. This applies in particular in the event of a violation of copyright, trademark, competition, and data protection rights or third-party rights.

12. Confidentiality

12.1. Confidentiality of Trade and Business Secrets

The parties undertake to keep all operational and other business information and insights of the other contracting party made accessible to them in connection with this contract, which are designated as confidential or are recognizable as trade or business secrets of a party under the circumstances, confidential indefinitely beyond the end of the contract. This information may not – unless necessary to achieve the purpose of the contract – be recorded, passed on, or otherwise exploited.

12.2. Ensuring Confidentiality by Employees and Agents

The parties will ensure through appropriate contractual arrangements with the employees and agents working for them that they also refrain indefinitely from any personal exploitation or unauthorized recording of such confidential information as well as trade and business secrets. Each contracting party is obligated to consult with the other contracting party if any doubts arise as to whether information is to be treated as confidential in a specific individual case or not. In case of doubt, information is to be treated as confidential.

13. Reservation of Changes

13.1. Amendment of General Terms and Conditions

If selecdoo intends to amend the General Terms and Conditions, selecdoo will notify the Advertiser accordingly. If the Advertiser does not object in proper form or within the proper time, the amended terms and conditions take effect two (2) calendar weeks after receipt of the notification at the beginning of a new calendar week. The objection is only in proper form and within the proper time if it is made in text form and is received by selecdoo within two weeks after receipt of the notification. selecdoo will inform the Advertiser of the possibility of objection, its form and deadline, as well as the legal consequences of an objection not made in proper form or within the proper time.

13.2. Amendment of Remuneration

The remuneration for all programs is subject to the reservation of change at any time with regard to the Publisher's remuneration share. For all programs, the Advertiser may change this remuneration share at its reasonable discretion, i.e., in particular taking into account selecdoo's interests and in compliance with the provisions of Section 5.2 of these GTC, with effect towards the Publisher. The change is made by notifying the changed remuneration on the platform for the respective program. The change takes effect the day following publication on the platform at 00:00 hours. This does not apply insofar as a minimum remuneration for the Publisher has been agreed for the program.

14. Scope of Application

14.1. Basis of Contractual Relationships

These General Terms and Conditions (GTC) always apply to deliveries, services, offers, and contracts between selecdoo and the Advertiser. Conflicting terms and conditions of the Advertiser are therefore invalid unless their validity has been expressly agreed in writing between selecdoo and the Advertiser. Any counter-confirmations by the Advertiser with reference to its terms and conditions are hereby expressly objected to.

14.2. Written Form Requirement

Unless otherwise agreed between selecdoo and the Advertiser, ancillary agreements, amendments, or supplements require written form to be effective. The agreement of this written form requirement also requires written form to be effective.

14.3. Authority of Employees

Employees of selecdoo are not authorized to agree amendments to these terms and conditions.

15. Place of Jurisdiction, Choice of Law, and Severability Clause

15.1. Place of Jurisdiction

If the Advertiser is a merchant, Basel-Stadt (the Civil Court of Basel-Stadt – Switzerland) is agreed as the place of jurisdiction for all disputes arising from this framework agreement and all individual contracts, including bills of exchange and check claims.

15.2. Applicable Law

Swiss law applies, excluding the uniform UN Sales Convention.

15.3. Severability Clause

Should individual or multiple provisions of these GTC be or become invalid, the validity of the remaining provisions remains unaffected. In place of the invalid provisions, an appropriate regulation shall apply that comes closest to what the contracting parties intended.

16. Reference & Use of Logo

16.1. Reference

selecdoo is entitled to use the performance data collected by selecdoo from the selecdoo platform/network for reference purposes and to use and publish them on the website as a reference. No separate approval from the Advertiser is required for this.

16.2. Use of Logo

selecdoo is entitled to use the Advertiser's logo on its website and in presentations. No separate approval from the Advertiser is required for this.