Additional Terms of Use Agreement for Sellers on the Online Shopping Portal “ShopWindoz.com”

1. § 1 Scope

1. This Additional Terms of Use Agreement governs the use of the online shopping portal “ShopWindoz.com”, operated by shopwindoz KG, Schwedter Str. 9a, 10119 Berlin, Germany (“shopwindoz”), by commercial sellers (“sellers”) who offer products and services for sale on the portal. Sellers are also bound by the “General Terms of Use Agreement for the Online Shopping Portal ‘ShopWindoz.com’”. In the event of discrepancies, the provisions of this Additional Terms of Use Agreement take precedence over the General Terms of Use Agreement.

2. Only businesses pursuant to section 14 of the German Civil Code (BGB) can be sellers on ShopWindoz.com. Businesses within the meaning of this provision include natural persons, legal entities or private companies with legal status who are exercising a commercial or independent professional activity while concluding the legal transaction.

3. This Additional Terms of Use Agreement supplements the “General Terms of Use Agreement for the Online Shopping Portal ‘ShopWindoz.com’”. Any contrary or different conditions of the user do not form part of the use agreement and are not recognised unless shopwindoz has confirmed them in writing. This likewise applies if shopwindoz, being aware of contrary or different conditions of the user, performs services without reservation.

2. § 2 Role of shopwindoz

1. The online shopping portal “ShopWindoz.com” is a virtual marketplace (“marketplace”) operated by shopwindoz. shopwindoz offers select sellers the opportunity to offer, promote and sell their products and services to third parties (“buyers”) in individual online shops on this marketplace.

2. The seller’s right to use the marketplace exists only within the scope of the current state of technology. The range of functionalities which the marketplace is required to offer corresponds to those available when the use agreement was established (see section 3). As a part of the further development of the marketplace, shopwindoz reserves the right to make modifications in the design and structure, such as changes to the layout or existing categories or optimisation of the order process, provided that these modifications do not impose unreasonable conditions on sellers.

3. shopwindoz does not verify the data that buyers provide when registering for the marketplace due to the limited ability to identify persons on the Internet. Despite various security precautions, it cannot be ruled out that buyers provide false contact information. It is generally the responsibility of sellers to convince themselves of the identity of the buyers and contracting parties.

4. shopwindoz may perform the services described above through its own employees or contract third parties to perform them.

3. § 3 Application / Registration / Establishment of the Use Agreement

1. Sellers must apply and register as well as set up an additional seller’s account to use the marketplace. Only legal entities, private companies and natural persons who are businesses pursuant to section 14 of the German Civil Code (see section 1.2) are permitted to apply. Persons under the age of 18 are not permitted not use ShopWindoz.com.

2. Users are required to provide complete and correct information, e.g. their first and last name, current address (no PO Box) and phone number (no premium-rate or shared-cost service numbers) as well as, if applicable, the company and person having the right of representation. The registration of a legal entity can only be performed by a natural person authorised to bind the entity to this agreement and this person must provide his/her name. Upon successful registration, sellers have full access to the marketplace and can set up their online shop. The right to use the marketplace, however, is not effective until the establishment of the use agreement.

3. The submission of the completed online application form constitutes a binding offer from the seller to shopwindoz regarding the establishment of a use agreement for the marketplace on the basis of this Additional Terms of Use Agreement. The acceptance of the offer by shopwindoz is conclusive and without a separate explanation and takes the form of granting the seller access to the marketplace unless shopwindoz declines the seller’s offer within three business days of the application in writing or in text form (e.g. email or fax). If shopwindoz declines the seller’s offer, it reserves the right to delete the seller’s account.

4. In the event that personal data changes after registration, sellers are obligated to promptly update the information saved in their seller’s account.

5. Sellers choose their username and password on the registration form. Email addresses or URLs may not be used as usernames. Usernames also may not infringe on the rights of third parties – particularly copyright and trademark rights – and may not be contrary to good morals.

6. Sellers must keep their password secret and ensure that third parties do not abuse their account. Sellers are liable for all activities performed on their account. Sellers are obligated to promptly inform shopwindoz in the event that there are reasons to believe third parties have abused their account.

4. § 4 Purchase Contract and Processing of Transactions on the Marketplace

1. shopwindoz is not involved in execution of contractual relationships established via the marketplace (particularly contractual negotiations) and therefore neither acts as a mediator in disputes between parties nor enforces compliance of these contracts. In the event conflicts arise, shopwindoz calls on sellers and buyers to cooperate and try to find a solution together.

2. A seller’s offer does not represent a binding offer for establishing a corresponding contract, but instead is only an invitation to make an offer (“invitatio ad offerendum”). The purchase contract is not formed when the buyer places the order, but when the seller accepts the order.

3. When a buyer places an order in a seller’s online shop, shopwindoz sends the buyer an order confirmation email informing him/her that the purchase contract is not formed until the seller accepts the order in a separate step. shopwindoz also sends the seller an email informing him/her of the incoming order. The seller must verify that the order corresponds in terms of type and price to the offer in his/her online shop. The seller alone is responsible for the further processing of the order (shipment, invoicing, payment collection, etc.). The seller must respond to incoming orders without delay.

4. shopwindoz neither verifies the buyer’s identity nor assesses the buyer’s creditworthiness. The processing of the buyer’s order is at the sole risk of the respective seller.

5. § 5 Prices, Fees, Commissions and Invoicing

1. The usage of shopwindoz is actually free, except for a 10% transaction fee on the gross price (excluding shopping costs) of products. The 10% transaction fee will be taken, if the monthly sales exceed 10 euro - on a monthly basis. There is no setup fee or monthly fee at the moment.

2. ShopWindoz plans to offer special services for sellers, which will come with a monthly fee. There is no fixed date, when these services will be implemented. We will inform you in advance of any changes and sellers of course can opt out at any point.

3. All fees have to be paid via money transfer or paypal. The payment details can be found on the "my profile" page.

4. Invoices will be sent via E-mail - whenever the total invoice sum exceeds 5 Euro - every 15. of the following month. You can also find the invoice in "your messages" on the "my profile" page.

6. § 6 General Principles

1. While using ShopWindoz.com or other services provided by shopwindoz, sellers are obligated to observe all applicable laws and regulations. Each seller is responsible for ensuring that his/her offers and content do not breach the applicable laws and regulations or infringe on the rights of third parties. The sellers may, in particular, not:

• post offers that contain sexual content, particularly child pornography;

• offer for sale products harmful to minors, Nazi-related products, weapons and weapon accessories;

• infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;

• copy, distribute or reproduce content without the prior expressed permission of the third party who holds the rights;

• participate in fraudulent activities or be involved in the sale of counterfeit or stolen items;

• use information acquired through the use of ShopWindoz.com, particularly personal data, for purposes other than those agreed upon in contractual or pre-contractual communications;

• offer for sale drugs, narcotics, consciousness-altering substances, explosive objects, chemicals and other harmful substances;

• breach any applicable laws or regulations, including, without limitation, laws governing export control, consumer protection, unfair competition and anti-discrimination;

• link directly or indirectly to descriptions of goods or services that are prohibited under this use agreement;

• distribute malicious or harmful software, such as computer viruses, macro viruses, Trojan horses, worms or other any other technologies that may interrupt the operation of our computers or those of others;

• use mechanisms, software or other technologies in connection with the use of ShopWindoz.com that impair, disrupt, harm or render less efficient the functionalities or processes of ShopWindoz.com; or

• block, overwrite or modify content on ShopWindoz.com.

2. Sellers are responsible for archiving on a storage device independent of ShopWindoz.com any information which can viewed on ShopWindoz.com and is stored by ShopWindoz.com and which sellers may need for the purposes of evidence, accounting, etc.

3. Sellers may not use any addresses, contact information or email addresses obtained through use of ShopWindoz.com for any other purpose than contractual and pre-contractual communications. It is, in particular, prohibited to sell these data or to use them to send advertising unless the respective person has given his/her prior consent.

4. shopwindoz reserves the right to modify these General Principles and adapt to changed circumstances, provided that these modifciations do not impose unreasonble conditions on the sellers under consideration of the legitimate interests of shopwindoz.

7. § 7 General Rules for the Use of the Marketplace by Sellers

1. Registered sellers can set up their own online shop on the marketplace. All products and offers of the respective shop owner will be presented in this online shop.

2. Sellers are soley responsible for all products listed in their online shops as well as for the compliance with all applicable laws and regulations.

3. The marketplace provides sellers with a variety of offer formats and functions with which they can enter into contracts on ShopWindoz.com.

4. Sellers must list their products in the appropriate category and provide a complete description of these with text and images. This must include a true, accurate and complete description of all characteristics and features that are important for the purchase decision. All information related to payment and shipping must be complete.

5. Sellers must take actions to ensure that upon contract formation they can ship their products to buyers without delay or must explicitly inform buyers of longer shipping times in the product presentation.

6. Sellers who offer products or services to consumers are obligated to observe the information requirements regarding consumer protection and other related issues, particularly section 312c of the German Civil Code (BGB), Ordinance on Information Requirements under the German Civil Code (BGB-InfoV) and the German Price Indication Ordinance (PreisangabenV).

7. The description of products as well as all images used may not infringe on the rights of third parties – particularly copyright and trademark rights – and may only refer to the product offered for sale. Advertising for products not offered for sale is not permitted.

8. It is not permitted to manipulate functionalities on the marketplace. This particularly applies to the search function, e.g. improperly integrating brand names or other seach terms in the name or the presentation of a product.

8. $ 8 Feedback System

1. The feedback system at ShopWindoz.com enables buyers and sellers to rate each other once a purchase has been completed. Members are obligated to give their feedback in an explicitly true and objective manner and to give feedback only about details related to the respective purchase. Feedback may not contain defamatory statements, must be based upon facts and must be in accordance with legal regulations.

2. The feedback system helps users to guarantee quality, avoid fraud and evaluate the trustworthiness of the person with whom they are dealing. It is not permitted to give feedback about oneself or arrange for third parties to give feedback.

3. shopwindoz reserves the right to delete feedback and ratings in the event that these infringe on this General Terms of Use Agreement or legal regulations. No obligation exists to restore deleted feedback and ratings.

9. § 9 Termination of this Agreement / Suspension / Cancellation

1. To guarantee the success of ShopWindoz.com, shopwindoz reserves the right to take the following actions in the event that there are reasons to believe that a seller has infringed on legal regulations, the rights of third parties or this General Terms of Use Agreement:

• delete offers or other content

• issue a warning to the seller

• limit the seller’s scope of access to ShopWindoz.com

• temporarily suspend the seller’s account

• irrevocably suspend the seller’s account and terminate the use agreement

When choosing an action, shopwindoz will take into consideration if legitimate interests of the concerned user are opposed to such an action, particularly if there are reasons to believe that the user is not liable for the infringement.

2. ShopWindoz.com reserves the right to irrevocably suspend the seller’s account if:

• the seller repeatedly receives negative ratings in the feedback system and the suspension is necessary to protect the interests of other marketplace participants;

• the seller provides false contact information, particularly a false or invalid email address;

• the seller inflicts substantial damage to other marketplace participants, particularly if ShopWindoz.com’s services are abused; or

• there is another important reason for doing so.

3. Once a seller has been irrevocably suspended, no obligation exists to restore the suspended account or the corresponding feedback information. Suspended sellers are not permitted to open a new account under a new name at ShopWindoz.com.

4. Sellers can cancel this use agreement at any time with a notice period of one month to the end of the month by sending a corresponding message to shopwindoz KG, Schwedter Str. 9a, 10119 Berlin, Germany.

5. shopwindoz also reserves the right to cancel this use agreement in writing at any time with a notice period of one month to the end of the month. The right to suspend a seller’s account for an important reason remains unaffected.

10. § 10 Marketplace Availability

1. After the beta phase, the average availability of the marketplace will be at least 98%, calculated over a period of a month (30 days). shopwindoz reserves the right to interrupt the marketplace availability for updating purposes or technical monitoring and maintenance. Sellers consent to all interruptions to marketplace availability – including those at short notice and unannounced – that are required for technical or service-related reasons. shopwindoz limits interruptions to market availability of more than 30 minutes to times when the use of the markeplace is at its lowest based on long-term comparisons. These times are based not on the use of sellers, but rather on the use of all authorised users. To the extent that it is possible, shopwindoz will inform sellers of a planned interruption to marketplace availability in advance.

2. shopwindoz is in no event liable for interruptions to marketplace availability that are caused by the seller’s telecommunications service provider, access provider or mobile phone company.

3. shopwindoz is also not liable for interruptions to marketplace availability caused by events of force majeure. Such events include but are not limited to strikes, lockouts or other circumstances, provided that they are unforeseeable, severe and beyond the influence of shopwindoz. To the extent that it is possible and reasonable under the circumstances, shopwindoz will inform the seller when such an event arises without delay. If the marketplace availability falls below 98% (see section 10.1) due to the circumstances described above, the seller is entitled to proportionally reduce the monthly fee (see section 5.1) and/or to extraordinary termination of the agreement. Claims for compensation by the seller are excluded.

11. § 11 Privacy

The Privacy Policy available at ShopWindoz.com forms a part of this use agreement.

12. § 12 Granting of Rights

1. shopwindoz promotes ShopWindoz.com and the products offered for sale by the sellers through various measures, such as the integration in other websites and publication in different media, and grants third parties access to the data and information of the products offered for sale for this purpose. The seller grants shopwindoz all relevant rights to content entered on the marketplace, trademarks and database rights as required for the use and operation of the marketplace.

2. shopwindoz reserves the right to grant sublicenses for these rights to third parties with regard to the performance of contractually-specified services or transfer the required rights to third parties.

13. § 13 Limitation of Liability

1. shopwindoz is liable according to the statutory provisions for damage to the contracting party caused by willful misconduct or gross negligence on the part of shopwindoz’s legal representatives or any of the persons employed by shopwindoz in the performance of its obligations. This likewise applies to personal injury and damages pursuant to the German Product Liability Act (Produkthaftungsgesetz).

Furthermore, the liability of shopwindoz for claims for compensation – for whatever legal cause – is limited to the following provisions unless otherwise stated in any guarantee given by shopwindoz:

• shopwindoz’s liability for damages is limited to the amount of the foreseeable damage that is typical of the contract in the event of damage resulting from a slightly negligent breach of essential contractual obligations or so-called cardinal obligations. For purposes of this provision, cardinal obligations – besides the principal contractual obligations – comprise obligations whose performance is a prerequisite to proper performance of the contract and whose observance the contracting partner can generally rely upon.

• shopwindoz’s liability for the loss of data and/or software caused by slight negligence is limited to the typical recovery costs that would be incurred by the contracting party for regular data backup as appropriate for the circumstances.

2. The provisions above also apply to the limitation on claims for compensation for wasted expenditures (section 284 of the German Civil Code).

3. The above limitations of liability likewise apply to the persons employed by shopwindoz in the performance of its obligations.

14. § 14 Modifications to This Agreement

shopwindoz reserves the right to modify this Additional Terms of Use Agreement. shopwindoz shall notify the user of any modifications to this Additional Terms of Use Agreement in writing or by email. The modified agreement is binding if the user does not register any objections regarding the modifications within two weeks of being notified of the the modifications. shopwindoz will advise users on these legal consequences in the notification.

15. § 15 Final Provisions

    1. The laws of the Federal Republic of Germany shall apply for this General Terms of Use Agreement as well as for the entire contractual relationship between shopwindoz and the buyer, with the United Nations Convention on Contracts for the International Sale of Goods (CISG) being excluded.

    2. The place of performance for all disputes and obligations arising from the contractual relationship shall be the location of shopwindoz. To the extent that the user is registered in the Commercial Register and subject to all provisions of the HGB or is not a permanent resident of Germany, the place of jurisdiction for all disputes arising from the contractual relationship shall be Berlin, Germany.

ShopWindoz KG
Schwedter Str. 9a
D-10119 Berlin
email: contact@shopwindoz.com

Managing Director: Andreas Guldner
Trade Register: HRA 41830 B, county court: Berlin Charlottenburg
Tax No.: application in progress
VAT ID No:: application in progress