General Terms and
Conditions for Publishers

Introduction

selecdoo AG (hereinafter referred to as "selecdoo") operates a platform under the domain work.selecdoo.com (hereinafter also referred to as "selecdoo"), which enables registered providers of online goods and services (hereinafter "Advertiser") to promote products within partner 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.

Definitions in the Sense of these General Terms and Conditions

Definitions in the sense of these General Terms and Conditions (AGB):

**Account:** The account is the access to the selecdoo platform, which is opened after successful registration and activation by selecdoo.

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

**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:** A 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:** A 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, such as 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):** The 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.

Subject Matter of the Contract

The Publisher gains access to an overview of the active programs of the Advertisers through the platform under their account, which they can participate in. The Publisher applies, stating the advertising environments they operate, via the selecdoo platform for the available programs. Alternatively, the Advertiser may apply to enter into a cooperation with the Publisher, who offers their advertising environment within a program.

By applying to participate in a program, the Publisher accepts any additional program-specific participation conditions stated by selecdoo or the Advertiser on the platform. The acknowledgment of additional participation conditions from the Advertiser does not establish a contractual relationship between the Advertiser and the Publisher. In the event of contradictions between the provisions of these AGB and the selecdoo AGB for Advertisers and the additional participation conditions of the Advertiser, the provisions of these AGB and the selecdoo AGB for Advertisers take precedence over the participation conditions of the Advertiser.

The acceptance of the application or the offer to participate in a program occurs through a declaration, usually made by the Advertiser or the Publisher for selecdoo, in the form of acceptance of the application or offer for the specific affiliate program and any additional participation conditions possibly stated on the platform.

The program that comes into existence is ultimately activated by selecdoo. Selecdoo is entitled to declare the rejection of the Publisher's or Advertiser's offer for the affiliate program without giving reasons, either by itself or through the Advertiser or Publisher. There is no claim of the Publisher against selecdoo or the Advertiser for participation in a program.

Upon acceptance of the application or offer, an individual contract for the provision of advertising services for the advertised program between selecdoo and the Publisher is established based on the framework contract concluded under these AGB.

The individual contract and any additional participation conditions become part of this framework contract between selecdoo and the Publisher. The individual contract contains 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, such as 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. The Advertiser and selecdoo are entitled to reject an application without providing reasons. In the absence of activation by selecdoo, an application is considered rejected without further ado.

With the activation of the program, the possibility is created to publish the Advertiser's advertising materials on the Publishers' advertising environments. If a third party clicks on an advertising material and performs an action specified in the individual contract, the Publisher receives a performance-based remuneration from selecdoo for the successful fulfillment of the individual contract, provided that the claim has lawfully arisen.

To the extent that selecdoo acts as a program aggregator for multiple affiliate programs, the above regulations apply correspondingly. Selecdoo can enable Publishers, for example, in the context of comparison tables or product data, to gain access to a variety of Advertisers who offer services in the corresponding category through entering into a partnership.

In this case, selecdoo acts as a program aggregator and applies for the Advertiser's affiliate program with effect for all participating Publishers. In this context, selecdoo only handles the application to the Advertiser and the program aggregation for the Publishers. The conditions of these AGB apply accordingly, but solely for the affected Publishers. The participating Publishers are also obliged to the Advertiser in this case, particularly with regard to compliance with the standard conditions for participation in the (aggregated) program and these AGB.

The Publisher is entitled, but not obliged, to provide services to support the respective Advertiser upon acceptance of the offer. Selecdoo has no claim against the Publisher for the provision of services; however, if the Publisher provides services, they must be performed in accordance with the contract and will be compensated accordingly.

Right to Determine Services / Provision of Services

Selecdoo is entitled, but not obliged, to continuously develop the platform at its discretion and adapt it to technological developments. Selecdoo is also entitled to transfer the performance of its services or parts thereof to third-party service providers or agents for independent execution. Selecdoo is not obliged to verify the permissibility or accuracy of the advertising materials / environments provided by the Advertisers within the framework of the partner programs.

The Publisher acknowledges that the technologies used by the Advertiser—especially regarding tracking procedures or compensation modalities—are the sole responsibility of the Advertiser. The Publisher is entitled to inquire about the technology used at any time from the Advertiser.

Conditions for Compensation / Preliminary Credit

Selecdoo enables the Publisher to participate in pay-per-click/view/call/lead/sale affiliate programs or a combination of the aforementioned program types. The Publisher only has a claim for compensation if these AGB and the participation conditions of the respective affiliate program are adhered to for valid clicks, views, calls, leads, or sales credited to their account, and only if the Advertiser verifies these as valid and selecdoo confirms them.

A click, view, call, lead, or sale is only valid if the participation conditions of the respective affiliate program and these AGB are met.

In pay-per-view affiliate programs, views are logged and verified based on the selecdoo transaction system, and their validity is determined and confirmed by selecdoo at its reasonable discretion. The Publisher is credited a fixed amount for every thousand valid views, unless they are merely views for the so-called post-view tracking. Selecdoo publishes the current/valid fixed amount on the platform when describing the affiliate program.

In pay-per-click affiliate programs, clicks are logged and verified based on the selecdoo transaction system, and their validity is determined and confirmed by selecdoo at its reasonable discretion. The Publisher is credited a fixed amount for each valid click, depending on the outcome of this process. Selecdoo publishes the current/valid fixed amount on the platform when describing the affiliate program.

In pay-per-call affiliate programs, calls are logged and verified based on the selecdoo transaction system, and their validity is determined and confirmed by selecdoo at its reasonable discretion. The Publisher is credited a fixed amount for each valid call, depending on the outcome of this process. Selecdoo publishes the current/valid fixed amount on the platform when describing the affiliate program.

Clicks that are not generated via hyperlink and/or on the Advertiser's website are, for example, invalid (with the exception of coupon transactions). Clicks automatically generated by technical devices (e.g., click generators) as well as repeated or consecutively occurring clicks, views, and calls from the same user—e.g., also clicks on different hyperlinks—are not valid.

Clicks, views, and calls initiated through coercion or deception, or for which the user receives compensation from the Publisher, are also invalid. Additionally, clicks 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 permission in the program conditions.

If such consent or permission is lacking, clicks, views, and calls generated in this manner are invalid.

All clicks and views recorded as valid under these AGB will initially be credited to the Publisher's account with selecdoo during the daily evaluation. The verification of validity according to the regulations of these AGB and the participation conditions of the respective affiliate program remains reserved for selecdoo even after the credit to the Publisher's account.

For validity and credit in pay-per-lead affiliate programs, pay-per-sale affiliate programs, or a combination with the aforementioned program types, the provisions of these AGB apply accordingly, with the difference that the logging and verification of valid leads and sales in the sense of these AGB may partially be carried out by the Advertiser's systems or by the Advertisers.

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., in the context of bonus programs) to the user for performing a lead, sale, or call.

Initially, all leads or sales will be provisionally noted after the conditions of the respective affiliate program are fulfilled. The notation on the Publisher's account does not particularly acknowledge that all conditions of the affiliate program have been met or that the recorded leads or sales are indeed valid leads or valid sales. In pay-per-sale affiliate programs with percentage compensation, this is calculated based on the net sales value of the goods or services (exclusive of ancillary services and VAT).

The noted credits are subject to confirmation by the Advertiser, who verifies them, as well as confirmation by selecdoo. Only after the Advertiser has duly verified the views, clicks, calls, leads, or sales as valid and selecdoo has confirmed them does the Publisher have a due claim for remuneration. This also applies if the credit has already been paid to the Publisher in advance according to these AGB.

Payment Method / Compensation

Selecdoo creates a monthly statement for the Publisher regarding the credits made according to these AGB for all affiliate programs and regarding the respective account of a Publisher. The Publisher continuously informs themselves about the amount of their credit in their account.

Selecdoo will pay these credits to the Publisher no later than the 15th of the month, provided the Publisher has reached the minimum payout threshold set by the Publisher/distributor partner. Otherwise, selecdoo will only pay the credits in the month when all credits on the Publisher's account have cumulatively reached the established minimum payout threshold. For each payout, selecdoo will create a credit note compliant with tax legislation. The credit on the Publisher's account will not earn interest.

Selecdoo strives to pay credits to the Publisher as early as possible and cannot do so unconditionally. The payout of credits may occur without final verification by selecdoo as to whether the credits on the Publisher's account were based on valid views, clicks, calls, leads, or sales, and possibly without the Advertiser having verified them. If a condition for validity according to these AGB is not met or if the Advertiser does not provide their verification or withdraws it, or if the generation of a view, click, call, lead, or sale is based on manipulation, deception, or a violation of the conditions of the affiliate program, the standard conditions for participation in the (aggregated) program, or these terms and conditions, or for other reasons a valid view, click, call, lead, or sale cannot be established upon examination, selecdoo is entitled to charge back the Publisher's account within a period of twelve (12) weeks after payout or to reclaim the amount that has been paid out.

Selecdoo also reserves the right to reclaim a payment later, within the statutory limitation periods, if selecdoo proves that the payment made to the Publisher was not based on a valid claim arising from a valid view, click, call, lead, or sale.

The payout of credits will initially occur for all Publishers, provided this has been separately agreed with the Advertiser, from the Advertiser's covering credit with selecdoo for the respective affiliate program. In this respect, selecdoo may require the Advertisers, in accordance with the amounts paid out for the previous month and/or the expected credits, to ensure sufficient coverage for the credits incurred for the Publishers.

If the Advertiser's covering credit is insufficient to make the payouts, selecdoo may proportionately pay the credits to all Publishers of an affiliate program. If the Advertiser does not ensure coverage for the payouts to the Publishers within two (2) weeks after a corresponding request from selecdoo, the Publisher is entitled and obliged, prior to taking action against selecdoo, to demand payment from the Advertiser.

In this case, selecdoo will assign its claims against the Advertiser to the amount claimed by the Publisher upon request. The Publisher is not obliged to demand payment from the Advertiser if this is obviously hopeless due to the Advertiser's lack of assets.

The Publisher is obliged to regularly and promptly check the credits in their Publisher account and to report any obvious or recognizable defects to selecdoo in writing without delay, but no later than within 14 days.

Any credits/remunerations expire within the statutory limitation periods.

Obligations of the Publisher

The Publisher is obliged to use the hyperlinks, URLs, and advertising materials of the Advertiser exclusively for their intended purpose and lawfully, and to design and present them within the technical possibilities of their advertising environment, including all entries in search engines, directories, or link lists of third parties, so that only valid views, valid clicks, valid leads, or valid sales are generated for the Advertiser.

The hyperlinks and URLs required for participation in an affiliate program are provided by selecdoo to the Publisher for retrieval. The Publisher must not alter the HTML code or banners provided by the Advertiser for selecdoo.

The provided advertising materials may only be used within the Publisher's advertising environment. The use of these materials is only permissible in connection with participation in an affiliate program and within the scope of their intended, approved use.

The use of names, protected trademarks and goods marks, the company or logos of selecdoo or a third party—especially the Advertiser—is only permitted if the Publisher has the consent of the rights holder. The Publisher undertakes to design its advertising environment so that third-party rights, including copyright, are not violated. Furthermore, the Publisher commits not to violate applicable law, particularly data protection laws.

The sending of emails or other messages, communications, or contacts with advertising for selecdoo or the affiliate programs is only permitted for the Publisher if it complies with legal requirements (especially § 7 Abs. 1-3 UWG) and current case law (e.g., BGH ruling of 10.02.2011, Az. I ZR 164/09).

The Publisher is obliged to label its commercial offer with a provider identification according to § 5 TMG. The Publisher commits to design its advertising environment in accordance with the currently valid legal regulations on consumer protection.

Depictions of violence, sexually explicit or pornographic content, or discriminatory statements or representations concerning race, gender, religion, nationality, disability, sexual orientation, or age are not permitted in the Publisher's advertising environment and/or in connection with participation in selecdoo's affiliate programs.

The design of the advertising environment must not be suitable to impair the reputation or esteem of the goods or services, the brand, or the business operations of selecdoo or the Advertiser. The Publisher undertakes to provide any necessary cooperation to authorities in the event of inquiries.

These regulations also apply if the Publisher refers to pages of third parties through links.

The Publisher may place the hyperlink to the Advertiser's website in any number at any location within their advertising environment. However, selecdoo may require the Publisher to change the placement of the hyperlink if it is likely to impair the reputation or esteem of the goods or services, the brand, or the business operations of selecdoo or the Advertiser.

Any abusive generation of views, clicks, calls, leads, and sales contrary to these terms and conditions or the conditions of the Advertiser's program is prohibited for the Publisher. The Publisher has no claim for remuneration for such views, clicks, calls, leads, and sales.

Furthermore, the Publisher agrees to bear any reasonable costs and expenses incurred by selecdoo in protecting its interests due to a violation of these terms and conditions or the conditions of the affiliate program, including claims arising from a third party.

It is the Publisher's responsibility to keep informed about changes in program structures, such as rate changes (commission adjustments), within the selecdoo system.

The Publisher commits to pay a contractual penalty to selecdoo for each case of violation against the provisions of this agreement, particularly against those of these AGB, the amount of which is at selecdoo's reasonable discretion and depends on the circumstances of the individual case and can be reviewed by the competent court in the event of a dispute.

The obligations established here for the Publisher also apply in favor of the respective Advertiser (so-called contract in favor of third parties).

The Publisher undertakes to provide accurate, correct, and complete information in the selecdoo system. The Publisher will be expressly requested multiple times and informed by email about this. In particular, the information regarding the issuance of credits and payment details (bank account) is crucial here. Selecdoo assumes no liability for incorrect or deliberately false information provided.

Furthermore, the Publisher commits to correctly and truthfully provide information regarding their taxation.

Selecdoo assumes no liability for negligently or intentionally miscommunicated information. A subsequent change to already issued credits is possible within the legal framework through a correction but will be charged as a special service at €125 plus statutory VAT.

The fee for the special service may be paid by invoice or deducted from the credit held with selecdoo.

Access and Contract Duration

The account is initially granted to the Publisher indefinitely.

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

Deactivation of the Account and Termination of the Contract

The parties are entitled to terminate the contract and/or the individual or all individual contracts regarding the Publisher's participation in affiliate programs ordinarily with a notice period of five (5) working days without providing reasons.

The right to extraordinary termination for an important reason remains reserved for the parties. An important reason exists in particular if there is a violation of essential contractual obligations, especially the obligations of the Publisher under these AGB.

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

In the event of contract termination, access to the selecdoo network will be deactivated. Selecdoo is also entitled to deactivate the Publisher's account within five (5) working days and/or terminate it, and to notify the Publisher of this, especially if the Publisher has not participated in a program or generated any revenue within a period of twelve (12) months, or if the advertising environment indicated at registration or when applying for a specific program does not correspond to the advertising environments actually used.

Upon deactivation of the account, a billing statement will be issued for any existing Publisher credit. Any credit on the Publisher's account below the specified threshold will expire.

The Publisher is obliged, after termination, to immediately remove all hyperlinks and other advertising materials related to the affected affiliate program from all websites and advertising environments and to cease participating in the affected affiliate program.

From the effective date of termination, no further remuneration will be paid to the Publisher, even if the Publisher has not removed the respective hyperlink or other advertising materials from their websites or advertising environments or continues to act for the affected affiliate program.

A Publisher whose account has been deactivated according to these AGB is not entitled, subject to a different agreement with selecdoo, to re-register for the selecdoo platform. Violations of this provision obligate the Publisher to pay damages to selecdoo.

Any Publisher credits earned in violation of the contract will expire.

Liability and Indemnification in Case of Breach of Contract

Selecdoo is not responsible for the content of third-party websites, for damages or other disruptions arising from the errors or incompatibilities of the participants' software or hardware, as well as for damages resulting from the unavailability or malfunction of the internet.

Furthermore, liability exists—regardless of the legal reason—only in cases of intent and gross negligence of a legal representative, executive employee, or other vicarious agents, fundamentally in the event of any culpable violation of an essential contractual obligation (where the term essential contractual obligation abstractly refers to an obligation whose fulfillment enables the proper execution of the contract and upon which the other party may regularly rely), in cases of default and impossibility.

Liability under these AGB is limited to the amount of typically foreseeable damages in cases of property and asset damage.

The aforementioned liability limitations do not apply in cases of mandatory statutory liability, especially under the Product Liability Act, in the event of assuming a guarantee, and in cases of culpable violations of life, body, and health.

The Publisher indemnifies selecdoo and its Advertisers from all claims for damages, liability claims, warnings, injunctions from third parties, and any other claims, as well as any related costs and expenses arising from a causal behavior (including omission) of the Publisher.

This applies particularly in the event of violations of copyright, trademark, competition, and data protection rights or rights of third parties.

Data Protection

Personal data of the Publisher will be electronically stored by selecdoo solely for the purpose of establishing, content structuring, or changing the contractual relationship

The following will be stored: name, address, phone and fax number, email, bank account details, Publisher domain, and the affected affiliate program.

This data will only be passed on as far as necessary for the purposes of contract processing.

The Publisher is aware that the Advertiser may, within the framework of cooperation according to the requirements set by selecdoo, directly contact them by email or phone.

The personal data of the Publisher will be treated by selecdoo according to the conditions of data protection.

In addition, personal data regarding the use of services will only be collected, processed, or used as far as necessary to enable the user to use the services (usage data) or to bill the services rendered (billing data).

In the context of optional services for the Publisher (e.g., single sign-on procedures), which selecdoo may voluntarily offer, it is possible that personal data will be processed for this purpose to a greater extent than mentioned in the preceding provisions.

Such services may be of different types, including future, still unknown types. For these, separate data usage regulations will apply, which will be made accessible and communicated to the Publisher before the use of the respective service.

In individual cases, renewed consent for use may be required.

Confidentiality

The parties undertake to keep confidential 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 other circumstances, indefinitely beyond the end of the contract and not to record, pass on, or otherwise utilize them unless necessary to achieve the purpose of the contract.

The parties will ensure through appropriate contractual arrangements 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 contracting party is obliged to consult with the other contracting party if any doubts arise as to whether a specific piece of information should be treated as confidential or not. In case of doubt, the information should be treated as confidential.

Reservation of Changes

If selecdoo intends to change the General Terms and Conditions, it will inform the Publisher.

If the Publisher does not object in the required form or within the required period, the amended terms and conditions will take effect two (2) calendar weeks after receipt of the notification, starting at the beginning of a new calendar week. The Publisher's objection is only considered valid if it is made in text form and received by selecdoo within two (2) weeks after receipt of the notification.

Selecdoo will inform the Publisher about the possibility of objection, its form and deadline, and the legal consequences of a non-compliant objection.

The compensation in all affiliate programs is subject to change at any time.

In all affiliate programs, the Advertiser may also change the compensation for selecdoo at its discretion.

The change occurs by notifying the amended compensation on the platform for the respective affiliate program. The change will become effective the day after publication on the platform at 0:00 hours.

Scope of Application

Deliveries, services, offers, and contracts between selecdoo and the Publisher are always based on these terms and conditions.

Conflicting terms and conditions of the Publisher are therefore invalid unless their applicability has been explicitly agreed upon in writing between selecdoo and the Publisher.

Any counter-confirmations from the Publisher referencing their terms and conditions are hereby expressly contradicted.

Unless otherwise agreed between selecdoo and the Publisher, 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. Employees of selecdoo are not authorized to agree on changes to these terms and conditions.

Jurisdiction, Choice of Law, and Severability Clause

If the Publisher is a merchant, Basel-Stadt (the Civil Court Basel-Stadt) is agreed as the place of jurisdiction for all disputes arising from this contract, including claims for bills of exchange and cheques.

Swiss law applies, excluding the Uniform UN Sales Law.

If any one or more provisions of these AGB are invalid or become invalid, the validity of the remaining provisions shall remain unaffected. In place of the invalid provisions, an appropriate regulation shall apply that comes closest to what the contracting parties intended.