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 registered providers of online goods and services (hereinafter "Advertiser") to promote products within programs.

To this end, registered individuals at selecdoo (hereinafter "Publisher") provide their advertising environments—such as websites—to the Advertisers or to selecdoo itself.

The purpose of the programs is to provide media services through the Publisher's advertising environments using advertising materials—such as banners or text links—to support the Advertiser in the online sale of goods and services.

1. Definitions in the Sense of these General Terms and Conditions

In the context of these General Terms and Conditions (hereinafter "AGB") and all contracts with the Advertiser, the following terms mean:

**Account** is the access to the selecdoo platform, created after successful registration and activation by selecdoo.

**View:** A view is a call executed by the user to the Publisher's advertising environment, where an advertising material of the Advertiser is displayed according to the program conditions. Following the call to the advertising environment, a lead or sale may trigger a payment obligation of the Advertiser even without a click on the Advertiser's advertising material (Post-View).

**Click:** A click is a voluntary and conscious call by the user of a hyperlink for the Advertiser's program, leading to the linked webpage of the Advertiser. The hyperlink must be embedded in the advertising environment (e.g., the website) of the Publisher as permitted by the program conditions. A subsequent continuation of the user's action (e.g., in the case of a lead or sale) may also lead to a payment obligation of the Advertiser (Post-Click).

**Call:** A call is a voluntary and conscious phone call made by the user to a phone number associated with the Advertiser's program and displayed in the Publisher's advertising environment.

**Lead:** A lead follows a valid view, click, or call and involves a voluntary and conscious execution of a specific defined action on the Advertiser's website (qualified action) by the user. Leads are logged by selecdoo's system, verified by the Advertiser, and determined and confirmed by selecdoo at its reasonable discretion.

**Sale:** A sale follows a valid view, click, or call and involves a voluntary and conscious purchase of a paid product or a voluntary and conscious utilization of a paid service by the user. Sales are logged by selecdoo's system, verified by the Advertiser, and determined and confirmed by selecdoo at its reasonable discretion.

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

**Pay-Per-View/Click/Call/Lead/Sale Program:** The claim for compensation within a Pay-Per-View/Click/Call/Lead/Sale program is dependent on the conditions regulated in these AGB.

**User** is any natural or legal person who accesses 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 internet offer of the Publisher or a third party who acquires the usage rights to the Publisher's internet offers, e.g., websites, mobile pages, social profiles, apps, etc. In the program conditions, the Advertiser may also extend the advertising environment (e.g., to search engine marketing).

If the advertising environment is a website, it refers to the Publisher's internet offer under the domains specified and registered by the Publisher, containing content verified by the Advertiser. The domains specified in the Publisher's account may be visible to the Advertiser. The Advertiser will proactively check these and their content at reasonable intervals and report to selecdoo as indicated.

**Website (of the Advertiser)** is the contractual internet offer of the Advertiser (e.g., websites, mobile pages, social profiles, apps, etc.) under the precisely specified URL, under which the Advertiser sells and/or promotes goods and/or services online and to which the hyperlink used by the Publisher, according to the program regulations, refers.

2. Conclusion of Contract

2.1. Participation in the selecdoo Network

With registration, the Advertiser is given the opportunity to participate in the selecdoo network. This network is called selecdoo. Selecdoo offers the Advertiser a portfolio of Publishers who, in turn, provide their advertising environments to the Advertiser.

2.2. Requirements for Account Creation

An account can only be opened by legal entities and by fully legally competent natural persons in accordance with § 14 BGB (German Civil Code). There is no entitlement to participate in the network.

2.3. Identity Verification of the Advertiser

Selecdoo or a third party appointed by selecdoo is entitled to request suitable proof from the Advertiser for identity verification, such as a valid business license, an extract from the commercial register, and/or an identity document.

2.4. Authorization upon Registration

If an employee of a legal entity registers that entity as an Advertiser, they 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 provided upon request by selecdoo.

2.5. Accuracy and Currency of Information

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

2.6. Conclusion of the Contract

By completing the registration, activating the Advertiser account, accepting the set-up fee, and these AGB, the Advertiser makes an offer to conclude the contract for participation in the selecdoo network, in accordance with the content of these AGB.

2.7. Acceptance of the Offer

If selecdoo accepts the offer, the Advertiser will receive a confirmation. Upon acceptance of the order confirmation, a contract is established between the Advertiser and selecdoo (so-called framework contract). Selecdoo reserves the right to reject the acceptance of the offer without providing reasons. In this case, no set-up fee will be charged.

3. Subject Matter of the Contract

3.1. Online Offers and Advertising Environments

The Advertiser maintains an online offer for the sale of its goods and services and requires advertising environments to promote this sales activity. Within the framework of programs between Advertisers and Publishers, Publishers provide these advertising environments to the Advertiser. Either the Advertisers or the Publishers can apply for participation in the programs through the selecdoo network, or the campaign is made publicly available to all Publishers. If a campaign is publicly available to all registered Publishers in the selecdoo network, any Publisher in the network can promote the Advertiser's products and/or services without further restrictions.

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

3.2. Acceptance of Additional Participation Conditions

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

3.3. Conclusion of an Individual Contract

The acceptance of the application or the offer to participate in a program occurs through the Advertiser or Publisher. Thus, an individual contract is concluded under this framework contract. The individual contract and any additional participation conditions become part of the framework contract between selecdoo and the Advertiser. There are no direct contractual relationships between the Advertiser and the Publisher.

The individual contract includes the specified details about the type and remuneration of the services to be provided to support the respective Advertiser in the online sale of their goods and services. This includes, for example, the acquisition of goods or the utilization of services by a third party (sale) or subscribing to a newsletter (lead). A combination of call, click, lead, sale, and view is possible. Both Advertisers and Publishers, as well as selecdoo, are entitled to reject an application without providing reasons.

3.4. Review Period and Decision on Acceptance

The Advertiser is obliged to review the applications from the applying Publishers to participate in the program within a review period of two (2) weeks from the submission of the application and either reject or accept it. The decision on the acceptance of a Publisher into the Advertiser's program is made exclusively by the Advertiser within the review period. After the review period expires, selecdoo is authorized to accept or reject the application for the Advertiser without providing reasons. If there is no activation by selecdoo, an application is considered rejected. For publicly available partner programs, each Publisher is considered accepted.

3.5. Activity as an Aggregator by selecdoo

To the extent that selecdoo acts as an aggregator for multiple programs, the above regulations apply accordingly with the provision that the acceptance of the offer remains reserved for selecdoo. Selecdoo can enable Publishers—e.g., within comparison tables or product data—to gain access to a variety of Advertisers offering services in the corresponding category through a partnership. In this case, selecdoo acts as an aggregator and applies for the Advertiser's program on behalf of all participating Publishers.

In this context, selecdoo only handles the application to the Advertiser and the aggregation for the Publishers. The conditions from Sections 3.1 to 3.4 of these AGB apply correspondingly, but solely for the affected Publishers. The participating Publishers are also obligated to the Advertiser in this case, particularly with regard to compliance with the standard conditions for participation in the (aggregated) program and the General Terms and Conditions of selecdoo for Publishers.

3.6. Authorization and Compensation by selecdoo

By accepting the offer, selecdoo is authorized, but not obliged, 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. To the extent that selecdoo provides services through its Publishers in accordance with these AGB, the Advertiser must compensate selecdoo for these services.

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

4.1. Development of the Platform

Selecdoo is entitled, but not obliged, 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 sale of goods and services are provided exclusively by the Publishers. The Publisher acts regarding the type, scope, and design of advertising for the Advertiser's program in the interest of the Advertiser and not to fulfill an obligation that selecdoo owes to the Advertiser.

The Advertiser reserves the right to specify the obligations of the Publisher beyond those contained in Section 10 of these AGB through the specific participation conditions of the program and to establish additional obligations of the Publisher to the Advertiser. Publishers do not act as vicarious agents for selecdoo in this regard.

4.3. Use of Third-Party Service Providers

Selecdoo is entitled to delegate the performance of its services or parts thereof to third-party service providers or agents for independent completion.

5. Conditions for Compensation / Preliminary Credit

5.1. Set-Up Fee

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

5.2. Compensation Models and Conditions

Selecdoo enables the Advertiser to operate pay-per-click/view/call/lead/sale programs or a combination of these program types. The compensation specified at the beginning of the program corresponds to a standard compensation. This can 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 is obligated to inform selecdoo and the Publishers in text form of any rate change five (5) working days prior to its implementation.

A claim for compensation arises in accordance with the conditions of the respective program for valid clicks, views, calls, leads, or sales as defined in these AGB. The net compensation from selecdoo is determined by the net compensation share of the Publisher in accordance with the compensation specified in the respective program, plus an additional fee of 30%.

5.3. Billing for Pay-Per-View Programs

In pay-per-view programs, selecdoo is credited with the currently valid fixed amount according to the program plus the additional fee agreed upon in Section 5.2 of these AGB, unless it is merely views for post-view tracking. Billing is done per 1,000 (one thousand) views.

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

In pay-per-click and pay-per-call programs, selecdoo credits the currently valid fixed amount according to the program plus the additional fee agreed upon in Section 5.2 of these AGB for each click or call and charges the corresponding amount to the Advertiser's account with selecdoo.

5.5. Invalid Clicks, Views, and Calls

Clicks that are not generated via hyperlink and/or do not lead to the Advertiser's website are invalid. Clicks, views, and calls that are generated automatically by technical devices (e.g., click generators) or initiated through coercion or deception are also invalid. Repeated or consecutively occurring clicks, views, and calls from the same user—e.g., also clicks on different hyperlinks—are likewise invalid. Clicks, views, and calls for which the user receives compensation from the Publisher are also invalid. Additionally, clicks that are associated with an action requirement, such as sending an SMS, participating in a contest, or using the click in a paid email system, are generally impermissible without prior written consent from selecdoo or without permission in the program conditions. If such consent or explicit permission is absent, clicks, views, and calls generated in this manner are not valid.

5.6. Deduction of Invalid Clicks, Views, and Calls

All clicks, views, and calls deemed valid at a certain point in time will be deducted from the Advertiser's account with selecdoo during the daily evaluation of the transaction system. The deduction from the Advertiser's account does not initially constitute acknowledgment that the recorded clicks, views, and calls are indeed all fully recorded valid clicks, views, and calls. The validity check and billing of additional clicks, views, and calls in accordance with the regulations of these AGB and the participation conditions of the respective program remain reserved for selecdoo.

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

For the crediting or charging in pay-per-lead programs, pay-per-sale programs, or a combination with the aforementioned program types, the provisions in Sections 5.3 to 5.6 of these AGB 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 already constitute a lead. Selecdoo may allow the granting of compensation (e.g., within the framework of bonus programs) to the user for the execution of a lead, sale, or call. Recorded but not verified leads or sales will be noted but not yet charged to the Advertiser's account and initially do not represent revenue. The notation and/or charge to the Advertiser's account with selecdoo does not constitute acknowledgment that these are indeed valid or fully recorded leads or sales. In pay-per-sale programs with percentage compensation, this is calculated based on the net sales value of the goods or services (i.e., excluding ancillary services and VAT).

5.8. Proof of Invalid Leads or Sales

The Advertiser reserves the right to prove that the leads or sales recorded 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 will automatically be considered verified and valid leads or sales. However, the Advertiser remains obligated to verify valid leads or sales before the expiration of this period unless there are justified objections.

5.10. Duty to Provide Information and Right to Audit

The Advertiser will provide information upon request from selecdoo regarding verified and unverified views, clicks, calls, leads, and sales, as well as regarding its corresponding objections. In addition, the Advertiser grants selecdoo the right to audit the verifications carried out concerning their completeness and correctness. This proof can be provided by submitting appropriate documents, customer records, and/or log files. Selecdoo is entitled to have the Advertiser's information checked by a confidentiality-bound auditor during regular business hours by reviewing the relevant business documents. The costs for this will be borne by selecdoo if the deviations (regarding the views, clicks, calls, leads, or sales verified by the Advertiser compared to the actual views, clicks, calls, leads, or sales) are less than 2.5%, otherwise by the Advertiser.

5.11. Agreement on Standard Compensation

The Advertiser agrees to set the amount of standard compensation for views, clicks, calls, leads, and sales in the Advertiser's programs with selecdoo so that it is at least equal to the highest standard compensation of comparable programs of the Advertiser in other public and private networks. If the Advertiser agrees to better terms with another public or private network during the term of its cooperation with selecdoo, these terms will automatically apply in relation to selecdoo as well.

5.12. Payment Obligation in Case of Tracking Failure

The Advertiser is also liable for payment if a tracking failure or other malfunction is caused by the Advertiser or one of its agents. In such a case, the compensable value is calculated based on the average daily revenues of the last three (3) months. The full daily revenue is due for each commenced day.

5.13. Notification of Tracking Changes

The Advertiser is obliged to inform selecdoo and the Publishers about tracking changes two (2) months prior to their implementation and to coordinate these with selecdoo. Should the Advertiser modify the tracking procedure (including the tracking hierarchy) without prior notification and coordination with selecdoo in such a way that the logging no longer functions correctly (tracking failure or other malfunction), the failure will subsequently be compensated by the Advertiser—vis-à-vis the Publishers and selecdoo—based on the average earnings of the last three (3) months prior to the failure.

6. Payment Method / Compensation

6.1. Payment Processing

Payments from the Advertiser are processed through an account of the Advertiser with selecdoo. Balances on the Advertiser's account do not earn interest. The account is maintained on a credit basis with selecdoo.

6.2. Invoicing and Due Date

Invoices from selecdoo may be issued electronically and are due and payable immediately upon receipt of the invoice. The Advertiser is not entitled to deduct discounts. In the event of late payment, selecdoo reserves the right to charge reminder fees and late payment interest. Furthermore, selecdoo may stop the respective programs and inform the connected partners about a potential payment default on the part of 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 retain due to counterclaims arising from the same contractual relationship.

7. Obligations of the Advertiser

7.1. Design of the Website and Tracking

The Advertiser undertakes, within the scope of its technical possibilities, to ensure that its website (including all entries in search engines, directories, or link lists of third parties) is designed and presented so that valid views, clicks, calls, leads, or sales are generated on or through the Advertiser's website and fully logged using suitable tracking methods. Logging must be ensured with and without cookies. Furthermore, the Advertiser commits to correctly and completely implement the selecdoo tracking codes so that tracking functions properly.

7.2. Disclosure of Tracking Procedures

The Advertiser is obliged to disclose its tracking procedures, especially the function of the tracking switches used and the applied attribution methods, in text form to selecdoo within five (5) working days after the conclusion of the contract. If changes are made to an ongoing program, selecdoo must be informed of the exact changes two (2) months before they take effect. The information must be provided in text form. Furthermore, selecdoo is authorized to publish this information on its portal. In the event that the Advertiser also uses its own tracking, the selecdoo tracking will always apply for the respective individual contracts. If the Advertiser implements tracking switches, it ensures that the selecdoo tracking is not affected.

7.3. Provision of Hyperlinks and Advertising Materials

The hyperlinks and advertising materials required for participation in a program are provided by the Advertiser to selecdoo or to the Publishers of selecdoo 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 use by the Publisher as intended. Selecdoo is entitled to use the Advertiser's advertising materials as well as its name and brands of the goods or services advertised through selecdoo as a reference in its own acquisition activities.

7.4. Tracking for Mobile Websites and Applications

If a mobile-optimized website or application exists, the Advertiser is obliged to equip it with the selecdoo tracking technology for proper 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 the rights of third parties, including copyright, are not violated. Furthermore, the Advertiser commits not to violate applicable law, particularly data protection regulations. The Advertiser may only use personal data and confidential information, including that of the Publishers of selecdoo, for the purpose of contract processing and for the duration of the contract.

7.6. Provider Identification and Consumer Protection

The Advertiser is obliged to label its commercial offer with a provider identification in accordance with § 5 Telemedia Act (TMG). In addition, the Advertiser must design its website in accordance with the legal regulations on consumer protection.

7.7. Prohibition of Unlawful Content

Depictions of violence, sexually explicit or pornographic content, and discriminatory statements or representations concerning 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 commits to provide any necessary cooperation to authorities.

7.8. Placement of Hyperlinks and Advertising Materials

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

7.9. Provision of Product Data

If the Advertiser agrees to provide selecdoo with its product data for promotion by the Publishers, it is obliged to provide this data in a suitable format (i.e., selecdoo must be able to download the product data file). The Advertiser also ensures that all mandatory fields are fully completed and that European regulations on product information and advertising are complied with. The update cycle will be agreed upon in text form between selecdoo and the Advertiser.

7.10. Monitoring of Advertising Activities

The Advertiser is responsible for monitoring the advertising activities of the Publishers and, if applicable, their sub-Publishers, particularly regarding the statements made by the Publishers in their applications for the programs and the advertising spaces provided and their environment.

7.11. Provision of a Test Account

The Advertiser is obliged to provide selecdoo with a test account for its shop before the start of the respective program to test the implementation of the selecdoo tracking pixels.

7.12. Temporary Suspension or Termination of Programs

Selecdoo is entitled to temporarily suspend or stop a program if the Advertiser fails to comply with its obligations, such as those regarding tracking and switch changes. In the first case, the respective program will only be visible and executable for Publishers existing within the affected program. In the second case, existing Publishers will also no longer be able to promote the program.

7.13. Non-Solicitation Clause

The Advertiser is prohibited from soliciting Publishers away from the selecdoo platform. Selecdoo is entitled to check this unannounced and at intervals at its discretion. Contrary to Section 7.14 of these AGB, a violation incurs a contractual penalty of €125,000 net per individual violation.

7.14. Contractual Penalty for Violation

The Advertiser agrees to pay selecdoo a contractual penalty for each case of violation against provisions of this framework contract, particularly those under Section 7 of these AGB. The amount will be determined at selecdoo's reasonable discretion and will depend on the circumstances of the individual case. In the event of a dispute, it will be reviewed by the competent court.

7.15. Contract in Favor of Third Parties

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

8. Access and Contract Duration

8.1. Duration of the Account

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

8.2. Duration of the Framework Contract

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

9. Deactivation of the Account and Termination of the Contract

9.1. Ordinary Termination

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

9.2. Extraordinary Termination

The right to extraordinary termination for important reasons remains reserved for both parties. An important reason exists in particular when there is a violation of essential contractual obligations, especially the obligations of the Advertiser as set forth in Section 7 of these AGB.

9.3. Form of Termination

Termination under these provisions must be in text form. However, notification of access deactivation can always be made informally.

9.4. Consequences of Contract Termination

In the event of contract termination, access to the selecdoo network will be deactivated. Selecdoo is also entitled to deactivate the Advertiser's account and notify the Advertiser, especially if:

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

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

9.5. Billing upon Access Deactivation

Upon deactivation of access, a billing statement will be issued for any existing credit. In such a case, billing may occur contrary to the above-mentioned payment modalities based on a payment method separately agreed upon in writing by the parties.

10. Legal Relationship with the Publishers of selecdoo

10.1. Conclusion of Contracts

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

10.2. Obligations of the Publishers

The Publishers of selecdoo are obliged to selecdoo, with effect for the Advertiser, to:

- Design and present their advertising environment, including all entries in search engines, directories, or link lists of third parties, so that valid views, valid clicks, valid leads, or valid sales are exclusively generated on the Advertiser's website by users.

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

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

- Use names, protected trademarks, and goods marks, as well as the company or logos of a third party—especially the Advertiser—only with the consent of the rights holder.

- Design their advertising environment so that third-party rights, including copyright, are not violated and not to infringe applicable law, particularly data protection laws.

- Send emails advertising selecdoo or its programs only in compliance with legal requirements (particularly § 7 Abs. 1-3 UWG) and current case law (e.g., BGH ruling of 10.02.2011, Az. I ZR 164/09).

- Design their advertising environment in accordance with legal regulations on consumer protection.

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

- Not to impair the reputation or esteem of the goods or services, the brand, or the business operations of the Advertiser—even through the placement of hyperlinks.

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

If Publishers of selecdoo do not fulfill these obligations towards the Advertiser, the Advertiser is entitled and obliged to assert all resulting claims, particularly claims for information, injunctions, and damages, against the Publisher, provided that this is not obviously hopeless due to the Publisher's lack of assets. The Advertiser may also declare ordinary termination with a notice period of five (5) working days at the end of a calendar week against the Publisher for selecdoo.

10.4. Non-Compete Clause with Publishers

The Advertiser agrees that during the entire duration of this contract and for an additional period of two (2) years after its termination, it will not enter into contractual or other business relationships with Publishers—directly or indirectly, including through third parties—that aim to provide services to support the Advertiser in promoting its website and the goods and services offered there by the Advertiser, if:

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

- This Publisher has been among the top 20 Publishers in terms of net compensation for the Advertiser's program during the past 12 months, or—if the program has been operated for a shorter period or the Publisher has participated for a shorter time—during the entire time as one of the top 20 Publishers in terms of net compensation.

This does not apply to those Publishers with whom the Advertiser can prove to have already concluded corresponding contracts prior to the Advertiser's registration on the selecdoo platform. The Advertiser agrees to pay selecdoo a contractual penalty for each violation of this obligation, the amount of which will be determined at selecdoo's reasonable discretion and may be reviewed by the competent court in the event of a dispute.

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

11.1. Notification of Defects and Disruptions

Defects and disruptions must be reported to selecdoo immediately, but no later than within two (2) weeks after 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 way that endangers the contractual purpose. Otherwise, selecdoo is only liable to the extent that it is guilty of intent or gross negligence.

11.3. Limited Liability for Slight Negligence

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

11.4. General Liability Limitation

The liability of selecdoo is otherwise, without affecting the liability according to Sections 11.2 and 11.3 of these AGB, also limited to a maximum amount of €5,000 per damage event.

11.5. Liability towards Merchants

Against merchants, selecdoo is not liable for gross negligence of simple vicarious agents if they have not violated an essential contractual obligation (cardinal obligation) in a way that endangers the contractual purpose.

11.6. Unaffected Liability for Certain Claims

The liability for claims under the Product Liability Act, to the extent that selecdoo has expressly assumed a guarantee, or to the extent that liability relates to damages resulting from injury to life, body, or health remains unaffected by Sections 11.2 to 11.5 of these AGB.

11.7. Applicability of Liability Limitation for Representatives and Agents

To the extent that the liability of selecdoo is excluded or limited according to Sections 11.2 to 11.5 of these AGB, this also applies to the representatives, executives, or vicarious agents of selecdoo.

11.8. Indemnification by the Advertiser

The Advertiser indemnifies selecdoo and its partners (Publishers) from all claims for damages, liability claims, warnings, injunctions from third parties, and any other claims, as well as any costs and expenses associated therewith, that arise from a causal behavior (including omission) of the Advertiser. This applies particularly in the event of a violation of copyright, trademark, competition, and data protection rights or rights of third parties.

12. Confidentiality

12.1. Confidentiality of Business and Trade Secrets

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

12.2. Ensuring Confidentiality by Employees and Agents

The parties will ensure through appropriate contractual agreements with their employees and agents that these also refrain indefinitely from any own utilization or unauthorized recording of such confidential information and business and trade secrets. Each party is obliged to consult with the other party if any doubts arise as to whether information in a specific case is to be treated as confidential. In case of doubt, information should be treated as confidential.

13. Reservation of Changes

13.1. Change of General Terms and Conditions

If selecdoo intends to change the General Terms and Conditions, selecdoo will inform the Advertiser. If the Advertiser does not object in the required form or within the required period, the amended General Terms and Conditions will take effect two (2) calendar weeks after receipt of the notification, starting at the beginning of a new calendar week. An objection is only considered valid if it is made in text form and received by selecdoo within two weeks after receipt of the notification. Selecdoo will inform the Advertiser about the possibility of objection, its form and deadline, as well as the legal consequences of a non-compliant objection.

13.2. Change of Compensation

The compensation in all programs is subject to change at any time regarding the Publisher's compensation share. In all programs, the Advertiser may change this compensation share towards the Publisher at its reasonable discretion, particularly considering the interests of selecdoo and in compliance with the provisions of Section 5.2 of these AGB. The change occurs by notifying the altered compensation on the platform for the respective program. The change becomes effective the following day at 0:00 hours after publication on the platform. This does not apply if a minimum compensation for the Publisher has been agreed for the program.

14. Scope of Application

14.1. Basis of Contractual Relationships

These General Terms and Conditions (AGB) apply to deliveries, services, offers, and contracts between selecdoo and the Advertiser. Conflicting terms and conditions of the Advertiser are therefore invalid unless their applicability has been explicitly agreed upon in writing between selecdoo and the Advertiser. Any counter-confirmations from the Advertiser referencing its terms and conditions are hereby explicitly contradicted.

14.2. Requirement for Written Form

Unless otherwise agreed between selecdoo and the Advertiser, side agreements, changes, or amendments require written form to be effective. The agreement on this requirement for written form also requires written form for its effectiveness.

14.3. Authority of Employees

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

15. Jurisdiction, Choice of Law, and Severability Clause

15.1. Jurisdiction

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

15.2. Applicable Law

Swiss law applies, excluding the Uniform UN Sales Law.

15.3. Severability Clause

Should one or more provisions of these AGB be or become invalid, the validity of the remaining provisions shall not be affected. In place of the invalid provisions, a reasonable 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 from the selecdoo platform/network for reference purposes and to publish it on the website as a reference. No separate approval from the Advertiser is required for this.

16.2. Use of the 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.